CARTER BANKSHARES INC (CARE)
Sector: Financials
2026 Annual Meeting Analysis
CARTER BANKSHARES INC · Meeting: May 27, 2026
Directors FOR
11
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of Directors
Bird has served since 2018, passes the TSR trigger (CARE's 3-year return of +75.9% outperforms QABA by +16.7pp, well below the 65pp threshold), meets attendance requirements, and brings relevant financial/accounting expertise as a former CFO.
Bloomfield has served since 2020, passes the TSR trigger, meets attendance requirements, and brings relevant technology and business leadership experience.
Bolton has served since 2020, passes the TSR trigger, meets attendance requirements, and brings deep community banking and financial services investment expertise directly relevant to Carter Bankshares.
Feldmann has served since 2017, passes the TSR trigger, meets attendance requirements, and brings strong banking and executive leadership experience as Lead Independent Director.
Haskins has served since 1982, is classified as non-independent (as Chairman), but does not sit on the audit or compensation committee, so no independence trigger fires; he passes the TSR trigger and meets attendance requirements.
Karavatakis is classified as non-independent but does not serve on the audit or compensation committee; she passes the TSR trigger, meets attendance requirements, and brings over 45 years of banking industry experience.
Lutz joined in 2022 and has been on the board for approximately four years, passes the TSR trigger, meets attendance requirements, and brings extensive banking regulatory and legal expertise.
Midkiff has served since 2018, passes the TSR trigger, meets attendance requirements, and is a CPA with broad executive finance and risk management experience, qualifying as an audit committee financial expert.
Stephens joined in 2022, passes the TSR trigger, meets attendance requirements, and brings governance and risk management credentials relevant to the board's oversight role.
Van Dyke is the CEO and has served as a director since 2017; CARE's 3-year return of +75.9% outperforms QABA by +16.7pp (well below the 65pp trigger threshold), so the TSR trigger does not apply, and he meets attendance requirements.
Walsh has served since 2020, passes the TSR trigger, meets attendance requirements, and brings relevant accounting and technology expertise as a CPA.
All 11 director nominees pass the applicable policy screens: CARE's 3-year total return of +75.9% outperforms the community bank benchmark (QABA — First Trust NASDAQ ABA Community Bank Index) by +16.7 percentage points, far below the 65pp trigger threshold applicable to companies with strong positive returns, so no TSR-based votes against are warranted. No directors are overboarded, all attended at least 75% of meetings, no non-independent directors sit on audit or compensation committees, and the board discloses a skills matrix. All 11 nominees receive a FOR vote.
Say on Pay
✓ FORCEO
Litz H. Van Dyke
Total Comp
$1,355,859
Prior Support
92.6%%
The CEO's total compensation of $1,355,859 is reasonable for a community bank CEO overseeing approximately $4.7 billion in assets, and the prior say-on-pay vote received overwhelming support of 92.6%, well above the 70% threshold. The pay program includes meaningful performance conditions: annual bonuses are tied to core earnings per share, return on assets, return on equity, and efficiency ratio, while long-term incentive awards (performance stock awards covering 50% of the equity grant) are benchmarked against a community bank peer group on ROAA, efficiency, TSR, and non-performing asset metrics over a three-year period. The company has adopted both a Dodd-Frank clawback policy and a supplemental clawback policy covering a broader range of misconduct, and CARE's strong stock performance (+75.9% over three years, outpacing QABA by +16.7pp) demonstrates that variable pay is aligned with shareholder outcomes.
Auditor Ratification
✓ FORAuditor
Crowe LLP
Tenure
7 yrs
Audit Fees
$620,251
Non-Audit Fees
$125,145
Crowe LLP has audited Carter Bankshares since 2019 (approximately 7 years), well below the 25-year tenure threshold that would raise independence concerns. Non-audit fees (tax fees of $119,254 plus other fees of $5,891 = $125,145) represent approximately 20% of audit fees of $620,251, comfortably below the 50% threshold. No material restatements were identified, and Crowe LLP is a large national firm appropriate for a company of this size. All policy screens pass.
Overall Assessment
Carter Bankshares' 2026 annual meeting presents three standard proposals — director elections, say-on-pay, and auditor ratification — all of which pass the applicable policy screens and receive FOR votes. The company's strong recent stock performance (3-year return of +75.9%, outpacing the QABA community bank benchmark by +16.7pp), a 92.6% prior say-on-pay approval rate, reasonable CEO compensation with meaningful performance conditions, a low non-audit fee ratio of approximately 20%, and a young auditor relationship with Crowe LLP (7 years) collectively support a clean FOR ballot with no adverse votes.
Compensation Peer Group
24 companies disclosed in 2026 proxy filing