DEF 14A: Peoples Bancorp of North Carolina Announces Details for 2024 Annual Shareholder Meeting

Peoples Bancorp of North Carolina will hold its 2024 Annual Meeting of Shareholders virtually on May 2, 2024, to vote on the election of directors and ratification of the company's accounting firm.

Summary

• Peoples Bancorp of North Carolina, Inc. will hold its 2024 Annual Meeting of Shareholders virtually on May 2, 2024.
• Shareholders will vote to elect 11 directors to serve until the 2025 Annual Meeting.
• The meeting will also include a vote to ratify the appointment of FORVIS, LLP as the company's independent registered public accounting firm for the fiscal year ending December 31, 2024.
• The record date for determining shareholders eligible to vote is March 8, 2024.
• Shareholders desiring to participate remotely must email Krissy Price at kprice@peoplesbanknc.com by May 1, 2024, at 5:30 p.m. Eastern Time.
• The Board of Directors recommends voting for all director nominees and for the ratification of FORVIS as the independent accounting firm.
• The company's executive officers during 2023 included Lance A. Sellers (President and CEO), William D. Cable, Sr., Jeffrey Hooper, Kimberly Boyd-Leaks, Timothy P. Turner, and James O. Perry.
• The Board of Directors held 15 meetings during 2023.
• The company's Code of Business Conduct and Ethics is available on the bank's website.
• The company's Compensation Committee adopted an Excess Incentive-Based Compensation Recovery Policy (Clawback Policy) in October 2023.
• The 2023 compensation disclosure ratio of the median annual total compensation of all Company employees to the annual total compensation of our Chief Executive Officer is 1:13.83.

Sentiment

Score: 7

Explanation: The document is neutral in tone, providing factual information about the upcoming shareholder meeting and related matters. The financial performance is mixed, with some positive and negative aspects, resulting in a moderate sentiment score.

Positives

• All director nominees currently serve as directors of the Company and the Bank.
• The Board has determined that each member of the Audit Committee qualifies as an audit committee financial expert based on each of the members educational background and business experience.
• At the 2022 Annual Meeting, 89% of the shareholders who voted approved the executive compensation of our named executive officers.
• The Company has a Code of Business Conduct and Ethics for its directors, officers and employees.
• The Bank Board has adopted a written diversity policy as an integral part of its employee handbook.

Negatives

• The company experienced a decrease in non-interest income primarily due to a $2.5 million net loss on the sales of securities and a $2.1 million decrease in appraisal management fee income.
• Non-performing assets were $3.9 million or 0.24% of total assets at December 31, 2023, compared to $3.7 million or 0.23% at December 31, 2022.

Risks

• Types of risk with the potential to adversely affect us include credit, interest rate, liquidity and compliance risks, as well as risks relating to our operations and reputation.
• The operations of the Bank are significantly influenced by general economic conditions and by related monetary and fiscal policies of the Company and the Banks regulatory agencies, including the Federal Reserve, the Federal Deposit Insurance Corporation (the FDIC) and the North Carolina Commissioner of Banks (the Commissioner).

Future Outlook

The Company does not have specific plans for additional offices in 2024 but will continue to look for growth opportunities in nearby markets and may expand if considered a worthwhile opportunity.

Management Comments

• Management expects the future level of non-accrual loans to continue to be in-line with the level of non-accrual loans at December 31, 2023 and 2022.
• Management considers the allowance adequate to cover the estimated losses inherent in the Banks loan portfolio as of the date of the financial statements.

Industry Context

The announcement reflects standard corporate governance practices for publicly traded companies, including the holding of annual shareholder meetings and the election of directors.

Comparison to Industry Standards

• The proxy statement includes information on executive compensation, which is a common practice among publicly traded companies to provide transparency to shareholders.
• The company's capital ratios are above the regulatory requirements, indicating a strong financial position.
• The company's risk management practices are in line with industry standards, including the use of an Asset/Liability Committee and a Code of Business Conduct and Ethics.

Corporate Governance

Related Party Transactions

• The Bank provides loans and other credit facilities in the ordinary course of its business to members of our Board, members of the Bank Board, and employees, including executive officers, and businesses in which the foregoing have direct or indirect interests, as well as the immediate family of the foregoing (together, Related Persons).

Stakeholder Impact

• Shareholders are encouraged to participate in the Annual Meeting and vote on the proposals.
• The company's performance and governance practices impact employees, customers, and the communities it serves.

Next Steps

• Shareholders should review the proxy statement and vote on the proposals.
• The company will hold the Annual Meeting of Shareholders on May 2, 2024.
• The Board of Directors will continue to oversee the company's operations and risk management.

Key Dates

Keywords

annual meeting, proxy statement, board of directors, shareholders, election of directors, executive compensation, financial performance, FORVIS, audit committee, corporate governance, Peoples Bancorp of North Carolina, banking