Peoples Bancorp of North Carolina (PEBK) Proxy Filing summary

Executive summary

• Net earnings for 2024 were $16.4 million, up from $15.5 million in 2023, driven by higher non-interest income and lower provision for credit losses, partially offset by lower net interest income and higher non-interest expense.

• Return on average assets was 0.99% and return on average equity was 12.59% for 2024.

• Total assets reached $1.65 billion, with net loans of $1.13 billion and deposits of $1.48 billion at year-end 2024.

• The company remains well-capitalized, with a total risk-based capital ratio of 15.34% and a Tier 1 leverage ratio of 10.88% at year-end.

• No plans for new offices in 2025, but growth opportunities in nearby markets will be considered.

Voting matters and shareholder proposals

• Shareholders will vote to elect 11 directors for one-year terms, approve executive compensation (say-on-pay), determine the frequency of say-on-pay votes, and ratify the appointment of Forvis Mazars, LLP as independent auditor for 2025.

• The board recommends a three-year frequency for say-on-pay votes.

• Shareholder proposals for the 2026 meeting must be received by November 27, 2025, for inclusion in proxy materials.

Board of directors and corporate governance

• The board will be reduced from 13 to 11 members after the 2025 annual meeting; all nominees are current directors.

• All directors are independent under NASDAQ standards.

• Four standing committees: Executive, Governance, Audit and Enterprise Risk, and Compensation.

• The board is led by a non-employee chairman, with a separate CEO, to ensure checks and balances.

• The company has a Code of Business Conduct and Ethics and formal insider trading policies.

• Board diversity policy prohibits discrimination and values diversity.