DEF: Carter Bankshares Sets Date for 2025 Annual Shareholder Meeting, Outlines Key Proposals

Carter Bankshares, Inc. announces its 2025 Annual Meeting of Shareholders to be held on May 28, 2025, featuring proposals for director elections, executive compensation approval, and auditor ratification.

Summary

• Carter Bankshares, Inc. will hold its 2025 Annual Meeting of Shareholders on May 28, 2025, in Martinsville, Virginia.
• Shareholders will vote on electing 11 directors, approving executive compensation, and ratifying the appointment of Crowe LLP as the independent auditor for the fiscal year ending December 31, 2025.
• The Board of Directors recommends voting 'FOR' all director nominees, the executive compensation proposal, and the auditor ratification.
• The company's common stock outstanding and entitled to vote at the Annual Meeting is 23,160,954 as of the record date, April 4, 2025.
• The Board has approved decreasing the size of the Board from 12 to 11 Directors, effective as of the end of the Annual Meeting.
• The company's compensation program is designed to offer competitive compensation to associates based on each individual's contribution to the company's overall success.
• The company's CEO pay ratio is 22:1, with the median compensated associate earning $59,782 and the CEO earning $1,307,901 in 2024.
• The company is committed to conserving natural resources and maintaining a clean and safe environment.
• The company is committed to the health and well-being of the communities it serves, its associates, its partners, and other stakeholders.

Sentiment

Score: 7

Explanation: The document is generally positive, outlining the company's governance practices, compensation programs, and sustainability initiatives. While there are some mentions of past performance issues and risks, the overall tone is optimistic and forward-looking.

Positives

• The company has a compensation program designed to attract and retain capable associates.
• The company is committed to conserving natural resources and maintaining a clean and safe environment.
• The company is committed to the health and well-being of the communities it serves, its associates, its partners, and other stakeholders.
• The company has a clawback policy in place to recoup incentive compensation from executive officers under certain conditions.

Negatives

• Executive officer Ms. Davis reported one transaction late on a Form 4, executive officer Mr. Bradford Langs reported two transactions late on a Form 4 and executive officer and director Mr. Litz Van Dyke reported two transactions late on a Form 4.
• No portion of the 2022 PUs was earned based on performance for the 2022-2024 Performance Period, and the units were forfeited upon the Committee's certification of performance in February 2025.

Risks

• The company faces risks related to its operations and technology, including cybersecurity threats.
• The company's financial performance can be negatively impacted by large non-performing relationships.

Future Outlook

The Board and the Nominating and Compensation Committee will consider the outcome of the advisory vote on executive compensation when considering future executive compensation decisions.

Management Comments

• The Board believes that the nominees will be available and able to serve as Directors if elected.
• The Board believes that the Company and its shareholders are best served currently by a leadership structure that separates the positions of Chairman and CEO.

Industry Context

The company uses a peer group of regional U.S. commercial banks ranging in asset size from approximately $2.0 to $8.5 billion to assess the competitiveness of its executive compensation program.

Comparison to Industry Standards

• The company's compensation programs are designed to be competitive and close to the median of market practices of peer companies.
• The company benchmarks its executive compensation against a peer group of 22 regional U.S. commercial banks, including Arrow Financial Corporation, Bar Harbor Bankshares, and C&F Financial Corporation.
• The company also compares its performance to companies listed on the ABAQ index of publicly traded community banking companies.

Management Changes

Corporate Governance

Related Party Transactions

• Executive officers and their related interests were customers of, and had transactions with the Bank in the ordinary course of business.
• Loan transactions with Directors and officers, principal security holders and associates were made in the ordinary course of the Banks business, on substantially the same terms, including interest rates, collateral and repayment terms, as those prevailing at the time for comparable loans to unrelated parties and did not involve more than normal risk of collectability or present other unfavorable features.
• The Company is a party to an agreement with Young, Haskins, Mann, Gregory and Wall, P.C., of which Chairman and Director James W. Haskins is an Attorney and Principal, to provide legal services.

Stakeholder Impact

• Shareholders will have the opportunity to vote on key proposals that will shape the company's future.
• Associates are provided with competitive compensation and benefits packages.
• The company is committed to the health and well-being of the communities it serves.

Next Steps

• Shareholders will vote on the proposals at the Annual Meeting on May 28, 2025.
• The Board and the Nominating and Compensation Committee will consider the outcome of the advisory vote on executive compensation when considering future executive compensation decisions.
• The Audit Committee will consider making a change in independent registered public accounting firm for the Company for the fiscal year ending December 31, 2026, if shareholders do not ratify the appointment of Crowe LLP.

Key Dates

Keywords

shareholders, directors, compensation, auditor, Carter Bankshares, proxy statement, annual meeting, executive