Randall Clemons

About J. Randall Clemons

J. Randall Clemons, age 72, is an independent director of Wilson Bank Holding Company (WBHC) and has served on the board since 1987. He previously served as Chairman of WBHC’s Board from May 2023 to May 2024, and earlier as President and CEO of WBHC (1992–2019) and CEO and Chairman of Wilson Bank & Trust (1987–2019). The board has designated him an “audit committee financial expert,” reflecting deep banking and financial oversight experience .

Past Roles

External Roles

Board Governance

• Independence: The board determined Clemons is “independent” under NYSE listing standards .
• Committee assignments and chair roles (FY2024/2025):
  • Audit Committee (Company): Member; designated audit committee financial expert; 5 meetings in 2024; chair: H. Elmer Richerson .
  • Risk Oversight Committee (Company): Member; 4 meetings in 2024; chair: James Anthony Patton .
  • Executive Committee (Bank): Chair; 12 meetings in 2024 .
  • Personnel Committee (Bank): Member; 6 meetings in 2024; chair: Michael G. Maynard .
  • Finance Committee (Bank): Member; 12 meetings in 2024; chair: Clinton M. Swain .
  • Technology Steering Committee (Bank): Member; 4 meetings in 2024; chair: William P. Jordan .
• Attendance and engagement: Each director attended at least 99% of the combined board and committee meetings in 2024; all directors except Richerson and Varallo attended the 2024 Annual Meeting, implying Clemons attended .
• Board leadership: Roles of Chairman and CEO are separated; chairman transitioned from Clemons (May 2023–May 2024) to Comer in April/May 2024 .

Fixed Compensation

Structure: Non‑employee directors receive monthly cash retainers ($6,120/month in 2024; $6,000/month in 2023) from both Company and Bank boards plus retreat fees; WBHC pays certain family health insurance premiums and maintains Director Survivor Income Agreements ($400,000 survivor benefit) .

Director-specific amounts for Clemons:

Notes:

• Survivor benefit remains $400,000 under the Director Survivor Income Agreement; WBHC pays premiums while policy remains an enforceable general asset .
• He retired as an executive in 2019 and receives normal retirement benefits via Executive Salary Continuation and SERP Agreements; actuarial present value net decreased by $59,111 (2023) and $61,385 (2024) after offsetting payments .

Performance Compensation

• No performance-based director compensation (e.g., meeting fees tied to metrics) disclosed; director pay is retainer-based plus benefits .
• Outstanding director equity awards: Clemons held 1,900 stock options and 15,000 cash-settled stock appreciation rights (SARs) as of 12/31/2024 .

Other Directorships & Interlocks

Expertise & Qualifications

• Audit committee financial expert designation; extensive banking leadership experience in WBHC markets .
• Long-tenured board and operating experience provides company-specific insight and risk oversight alignment .

Equity Ownership

Beneficial ownership and alignment:

Breakdown (2025):

• Includes 4,964 shares held by spouse; 75,130 in Clemons Community Property Trust (trustee: Clemons); 57,208 in Clemons Family Limited Partnership; 16,095 held jointly with/on behalf of children/dependents; plus 900 options exercisable within 60 days .
• Pledging: No pledged shares disclosed for Clemons in ownership footnotes .
• Hedging/margin: WBHC policy prohibits hedging, options/derivatives in company stock, short sales, and margin accounts without consent .

Governance Assessment

• Strengths

  • Independent director with audit committee financial expert status; materially enhances financial reporting oversight .
  • Very high attendance (≥99%) and active committee participation, including chairing the Bank’s Executive Committee .
  • Clear separation of Chairman and CEO roles; orderly leadership transition in 2024 .
  • Formal Risk Oversight Committee with quarterly engagement; Clemons is a member, supporting board-level risk governance .

• Potential red flags or watch items

  • Ongoing retirement payments ($161,196 in 2024) from prior executive roles while serving on the Personnel Committee could be perceived as a related-party economic tie; board still considers him independent under NYSE standards .
  • WBHC lacks a separate nominating and executive compensation committee at the holding company level; the full board handles nominations and relies on the Bank’s Personnel Committee for comp recommendations, which could dilute specialized oversight, though all Personnel Committee members are independent .
  • Director equity (options/SARs) remains outstanding; while common in banking, equity-linked pay for directors can raise alignment questions if awards are sizable relative to retainer; disclosure shows holdings but not recent director equity grants specific to Clemons .

• Shareholder signals

  • Say‑on‑pay (triennial) approval was 96.8% for 2022 program, indicating broad investor support for WBHC’s comp framework (executive-focused metric signal) .

Overall, Clemons brings deep institutional knowledge and financial oversight credentials that support board effectiveness. Investors should monitor the interplay between his prior executive benefit arrangements and ongoing roles on compensation-related committees, though independence is affirmed and attendance/engagement are strong .