William Jordan
About William P. Jordan
Independent director of Wilson Bank Holding Company (WBHC); age 61; director since 2014. Background: real estate investor in Middle Tennessee and farming operation partner; active in community and public service in WBHC’s markets . Serves on WBHC’s Company and Bank boards (WBHC directors serve on both) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Self (Middle Tennessee) | Real estate investor; farming operation partner | Not disclosed | Brings real estate and local market experience to Board deliberations |
| WBHC Bank – Advisory Board (Rutherford County) | Member | Ongoing | Advisory engagement in local market; received $200 per meeting for three meetings in 2024 |
External Roles
| Company/Institution | Role | Tenure | Notes |
|---|---|---|---|
| — | None disclosed | — | Proxy provides director positions held currently or in last five years; no other public-company boards listed for Jordan |
Board Governance
- Independence: Board determined Jordan is independent under NYSE standards .
- Attendance: In 2024, each director attended at least 99% of Company and Bank board and committee meetings; directors (excluding Richerson and Varallo) attended the 2024 Annual Meeting—Jordan attended .
- Committees: Audit Committee (Company); Executive Committee (Bank); Finance Committee (Bank); Technology Steering Committee (Bank) where Jordan is Chair .
- Structure: WBHC has Company-level Audit and Risk Oversight Committees; no executive compensation or nominating committee at Company level (Bank Personnel Committee recommends exec pay) .
| Committee | Entity | Role | Chair | 2024 Meetings (held) |
|---|---|---|---|---|
| Audit Committee | Company | Member | No | 5 |
| Risk Oversight Committee | Company | Not a member | — | 4 |
| Executive Committee | Bank | Member | No | 12 |
| Finance Committee | Bank | Member | No | 12 |
| Technology Steering Committee | Bank | Chair | Yes | 4 |
Fixed Compensation (Director, 2024)
| Component | Amount (USD) | Notes |
|---|---|---|
| Fees Earned or Paid in Cash | $80,282 | As reported in Director Compensation table |
| Company Board Monthly Retainer | $42,595 | 2024 monthly retainer increased to $6,120; total Company retainer per director |
| Bank Board Monthly Retainer | $30,845 | Bank retainer per director |
| Company Retreat Fees | $3,621 | Paid to each non-employee director |
| Bank Retreat Fees | $2,622 | Paid to each non-employee director |
| Advisory Board Fees (Rutherford County) | $600 | $200 per meeting × 3 meetings |
| Health Insurance Premiums (director/family) | $15,797 | Company pays premiums for non-employee directors/family members |
| Director Survivor Income Agreement Premium | $2,604 | Premium value included in “All Other Compensation” |
| All Other Compensation (subtotal) | $18,401 | Health insurance + survivor income premium |
| Total Compensation | $98,684 | Sum reported in Director Compensation table |
Note: WBHC pays family health insurance premiums for non-employee directors, a shareholder-sensitive perquisite. WBHC also maintains Director Survivor Income Agreements (DSIA) for directors with fixed death benefits of $400,000, funded by bank-owned life insurance .
Performance Compensation (Director, 2024)
| Metric | Amount (USD) | Notes |
|---|---|---|
| Stock Awards ($) | $0 | No stock awards reported for Jordan in 2024 |
| Option Awards ($) | $0 | No option award value reported for Jordan in 2024 |
| Performance Metrics Tied to Director Pay | Not disclosed | WBHC director compensation is retainer/fees; no disclosed performance metrics |
Change-in-control mechanics apply to awards under WBHC’s equity plans (e.g., cancellation-for-cash or deemed target payout for performance awards at change-in-control), but directors did not receive equity grants in 2024; plan terms nonetheless govern outstanding awards .
Other Directorships & Interlocks
| Item | Detail | Notes |
|---|---|---|
| Other public-company boards | None disclosed | Jordan’s biography lists real estate investor; no other public boards disclosed |
| Compensation committee interlocks | None requiring disclosure | SEC-required interlocks disclosure indicates none |
Expertise & Qualifications
- Real estate investor in Middle Tennessee; community and public service activities; adds local industry and market insight to lending and growth discussions .
- Advisory experience in Rutherford County branches supports market-level engagement and customer insights .
Equity Ownership
| Category | Shares | Percent of Class | Notes |
|---|---|---|---|
| Total Beneficial Ownership | 57,085 | 0.48% | Based on 11,992,818 shares outstanding as of March 3, 2025 |
| Jordan Family Trust | 13,305 | — | Held via trust; Jordan is trustee |
| WM Jordan Community Property Trust | 43,780 | — | Held via trust; Jordan is trustee |
| Shares Pledged as Collateral | None disclosed for Jordan | — | Footnotes list pledging for other directors; Jordan’s entry shows trusts only |
| Options Held (12/31/2024) | 4,000 | — | Options count as of year-end (not included in beneficial ownership unless exercisable within 60 days) |
Compliance and trading controls:
- Section 16(a): No late insider filings in 2024 .
- Hedging/Margin policy: Directors and employees prohibited from hedging, options/derivatives, short sales, and margin accounts without consent; subject to blackout windows .
Governance Assessment
-
Strengths:
- Independent director with 99%+ meeting attendance; attended the 2024 Annual Meeting .
- Deep committee engagement: Audit (Company), Executive/Finance (Bank), and chairs Technology Steering (Bank), supporting oversight across financial reporting, credit, and cybersecurity/technology .
- Meaningful stock ownership (0.48%) with holdings concentrated in family trusts; no pledged shares disclosed for Jordan, aligning interests .
-
Watch items / potential investor-sensitivity:
- Perquisites: Company pays health insurance premiums for non-employee directors and certain family members; Jordan’s 2024 premiums totaled $15,797 (RED FLAG for some governance frameworks) .
- DSIA benefit: Fixed $400,000 survivor income agreement for directors; while common in community banking, can be viewed as shareholder-unfriendly and not performance-linked (RED FLAG) .
- Board structure: No Company-level compensation or nominating committee; Bank Personnel Committee recommends compensation and the full Boards approve—this deviates from common large-cap governance practices and may raise questions on formalized independence in pay and nominations processes (though Jordan himself is independent) .
- Related-party transactions: Significant construction payments to another director’s company; while recusal and approvals are disclosed, the presence of such arrangements elevates perceived conflict risk. No specific related-party transactions disclosed for Jordan (positive) .
Overall, Jordan’s independence, attendance, and chair role on technology oversight support board effectiveness; perquisites and structural committee gaps warrant ongoing monitoring for investor confidence .