Michael Maynard
About Michael G. Maynard
Independent director of Wilson Bank Holding Company (WBHC) since 2019; age 65. Maynard previously owned and led FourStar Paving, an asphalt and paving contractor, from 2003–2023, bringing operating experience in construction/transportation across WBHC’s Middle Tennessee markets . The Board has determined he is independent under NYSE standards . In 2024 he attended at least 99% of combined board and committee meetings; he also attended the 2024 annual meeting (company-wide metric) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| WBHC / Wilson Bank & Trust | Director (Class III) | 2019–present | Chair, Personnel Committee (Bank) in 2024; member, Risk Oversight Committee (Company), Finance Committee (Bank), Technology Steering Committee (Bank) |
| WBHC / Wilson Bank & Trust | Audit Committee member | 2023 | Audit Committee member (Company) |
| WBHC / Wilson Bank & Trust | Chair, Technology Steering Committee (Bank) | 2021 | Chaired Tech Steering (oversight of cyber, tech vendors/projects) |
| WBHC / Wilson Bank & Trust | Chair, Building Committee (Bank) | 2022 | Chaired Building Committee (facilities oversight) |
| FourStar Paving | Owner & Chief Manager | 2003–2023 | Operating leadership in paving/transportation sector |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| None disclosed | — | — | No other public company directorships or public board interlocks disclosed for Maynard . |
Board Governance
| Governance Area | Details |
|---|---|
| Independence | Independent director under NYSE standards . |
| Committees (2024 activity) | Personnel Committee (Bank) – Chair (6 meetings); Risk Oversight Committee (Company) – Member (4 meetings); Finance Committee (Bank) – Member (12 meetings); Technology Steering Committee (Bank) – Member (4 meetings). Audit Committee (Company) in 2024 did not list Maynard (he served on Audit in 2023) . |
| Attendance | Each director attended ≥99% of board and committee meetings in 2024; directors (except two) attended 2024 annual meeting (Maynard included) . |
| Board leadership | CEO and Chair roles separated; Chair: James F. Comer (since May 2024) . |
| Pay oversight context | As Personnel Committee Chair, he oversaw use of independent consultant (Newcleus), targeting the 50th–60th percentile vs peer banks; NEO annual bonus is formulaic on Bank net income . |
| Shareholder support for pay | Say-on-pay (2023 meeting covering FY22) approved with 96.8% support; Board continues triennial cadence . |
Fixed Compensation (Director)
| Component | 2024 | 2023 |
|---|---|---|
| Fees Earned or Paid in Cash ($) | 79,682 | 74,175 |
| Stock Awards ($) | — | — |
| Option Awards ($) | — | — |
| All Other Compensation ($) | 20,557 (Director Survivor Income premium $4,760; health insurance premiums $15,797) | 19,073 (Director Survivor Income premium and health insurance; amounts per footnote) |
| Total ($) | 100,240 | 93,248 |
Notes:
- Retainer structure: as of 2024, non-employee directors receive a monthly Company retainer of $6,120 (≈$42,595 annually) plus a Bank director retainer of $30,845; retreat fees typically $3,621 (Company) and $2,622 (Bank) per director . In April 2023, the program shifted from per-meeting fees to a $6,000 monthly retainer (2023 Company retainer ≈$40,020; Bank ≈$28,980) .
Performance Compensation (Director)
| Performance-linked Element | Structure | 2024 Status |
|---|---|---|
| Performance-based director pay | None disclosed for directors (no performance equity or cash) | None . |
Other Directorships & Interlocks
| Company | Role | Committee Roles | Overlap/Conflict |
|---|---|---|---|
| None disclosed | — | — | None disclosed . |
Expertise & Qualifications
- Operating expertise in construction/transportation (paving) with regional market knowledge; brings small/mid-cap private operator lens to credit, facilities, and technology oversight .
- Committee leadership breadth across Personnel (compensation governance), Technology (cyber/IT oversight), Building (facilities), and prior Audit membership—supports board effectiveness in risk and human capital oversight .
Equity Ownership
| Holder | Beneficial Ownership (shares) | % of Class | Notes |
|---|---|---|---|
| Michael G. Maynard | 20,300 | 0.17% | Includes 2,175 shares held by spouse . |
| Options (director) | 2,000 | n/a | As of 12/31/2024, held 2,000 stock options (director table) . |
| Shares pledged | None disclosed for Maynard | — | No pledge footnote for Maynard; several other directors do have pledged shares . |
Policy alignment:
- Hedging/derivatives and short sales prohibited; holding in margin accounts requires consent of securities trading officer/board .
Governance Assessment
-
Strengths:
- Independent status with broad committee leadership; chaired Personnel Committee in 2024 and previously chaired Technology and Building committees; prior Audit Committee member—indicates deep engagement across key governance domains .
- Excellent attendance (≥99%) and participation; board separates CEO/Chair; strong say-on-pay support (96.8%) .
- Ownership alignment: 20,300 shares (0.17%) with no disclosed pledging; director options present but no director performance equity—limits risk-taking incentives .
-
Watch items / potential investor sensitivities:
- Board-funded health insurance for non-employee directors and certain family members; Maynard’s 2024 premiums totaled $15,797; plus Survivor Income Agreement premium ($4,760) and a $400,000 death benefit under Director Survivor Income Agreement (entered June 1, 2020). These perquisites can be perceived as shareholder-unfriendly despite long-standing practice .
- As Personnel Committee Chair, oversight of an executive pay program still weighted toward formulaic cash bonus on Bank net income; although supported by shareholders and advised by an independent consultant, investors may continue to scrutinize pay mix and metric rigor in a higher-governance environment .
-
Conflicts and related parties:
- No related-party transactions disclosed involving Maynard or FourStar Paving; the proxy specifically highlights a separate director-related construction vendor arrangement and recusal protocols (Bell), suggesting the board applies conflict controls. No Maynard-specific RPTs were disclosed .
-
Risk indicators:
- Section 16 compliance: no late filings for directors in 2024 .
- Hedging/shorting banned; margin requires consent (policy-level controls) .
RED FLAGS to monitor:
- Director perquisites (family health insurance; survivor-income arrangements)—optics risk versus peers, even if customary locally .
Appendix: Committee Snapshot (2024)
| Committee | Role | Meetings (2024) |
|---|---|---|
| Personnel (Bank) | Chair (Maynard) | 6 |
| Risk Oversight (Company) | Member (Maynard) | 4 |
| Finance (Bank) | Member (Maynard) | 12 |
| Technology Steering (Bank) | Member (Maynard) | 4 |
| Audit (Company) | Not listed in 2024 (served in 2023) | 5 (committee total) |