Syvia L. Magid
About Syvia L. Magid
Independent director since 2019 (effective December 1, 2019), age 54. Partner at Fox Rothschild LLP with core credentials in corporate law, governance, entity formation/dissolution, and M&A. Education: JD, University of California College of Law, San Francisco (formerly Hastings); BA, Whittier College .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Stein Rudser Cohen & Magid LLP | Partner | Not disclosed | Corporate and transactional legal practice |
| MBV Law LLP | Attorney | Pre-2014 (firm merged into Fox Rothschild in 2014) | Corporate and governance advisory |
External Roles
| Organization | Role | Tenure | Focus |
|---|---|---|---|
| Fox Rothschild LLP | Partner | Not disclosed | Corporate governance, entity formation, M&A/reorganizations |
Board Governance
- Director election support in 2025: For 6,525,987; Withheld 45,467; Broker Non‑Vote 623,759 (strong support) .
- Independence: Board determined Magid is independent under NASDAQ rules; independence review considered director loans/deposits at the Bank and other relevant facts .
- Committees: Audit Committee (member); Compensation Committee (member). Audit Chair: Harpreet S. Chaudhary; Compensation Chair: Robert G. Laverne; CGN Chair: Lloyd W. Kendall, Jr. .
- Attendance and engagement: Company Board held 5 regular and 5 special meetings; Bank Board held 11 regular meetings; Audit Committee held 11; Compensation Committee held 10; CGN met 1. No incumbent attended fewer than 75% of aggregate Board/committee meetings in 2024 .
- Insider trading/pledging policy: Prohibits holding Company securities in margin accounts, pledging Company stock, and hedging transactions (e.g., collars, swaps); policy applies to directors .
- Shareholder feedback: Say‑on‑Pay approved by 93.7% in 2025; 96% approval in 2024 (for 2023 compensation) .
- Auditor ratification: Moss Adams LLP (merged into Baker Tilly US, LLP on June 3, 2025) ratified by shareholders (For 7,152,062; Against 42,164; Abstain 987) .
Fixed Compensation
| Component | Amount | Period/Detail |
|---|---|---|
| Fee earned in cash (2024) | $28,500 | Annual director cash compensation |
| Stock awards (grant date fair value, 2024) | $27,000 | Restricted stock award |
| Total (2024) | $55,500 | Cash + equity |
| Program schedule (non‑employee directors) | $2,250 monthly Board retainer | Paid at Bank level |
| Program schedule – Chair premiums | $2,500 monthly for Board Chair; $850 monthly Audit Chair; $500 quarterly Compensation Chair | Chair fees |
| Program schedule – Committee service | $250 monthly Audit; $250 quarterly Compensation | Member fees |
2024 mix ~51% cash / 49% equity (by grant date fair value) .
Performance Compensation
- Annual director equity grants: Restricted stock; 2024 awards scheduled to vest one year following grant date .
- Recent Form 4 filings (stock awards):
- 2025-07-01: 1,419 shares awarded (Form 4 filed 2025-07-02)
- 2024-07-01: 1,327 shares awarded (Form 4)
- 2023-07-03: 1,619 shares awarded (Form 4)
- 2022-07-01: 1,287 shares awarded (Form 4)
| Metric | 2022 | 2023 | 2024 | 2025 |
|---|---|---|---|---|
| RSU/Restricted Stock Award (shares) | 1,287 | 1,619 | 1,327 | 1,419 |
| Grant date | 07/01/2022 | 07/03/2023 | 07/01/2024 | 07/01/2025 |
| Vesting terms | Not disclosed | Not disclosed | One‑year vest from grant date | Not disclosed (program customarily one‑year in 2024) |
Other Directorships & Interlocks
| Company/Organization | Role | Notes |
|---|---|---|
| Not disclosed | — | Proxy biography does not list other public company boards |
Expertise & Qualifications
- Corporate governance, entity formation/dissolution, general corporate matters, M&A and reorganizations (legal practitioner) .
- Adds legal and business perspective to Board deliberations; independent status affirmed by Board .
Equity Ownership
| Item | Value | Notes |
|---|---|---|
| Beneficial ownership (shares) | 7,890 | As of April 21, 2025 record date |
| Shares outstanding | 11,029,265 | As of April 21, 2025 |
| Ownership as % of outstanding | ~0.0715% | Computed from above |
| Director restricted stock held (as of 12/31/2024) | 1,327 shares | Granted 07/01/2024; scheduled to vest one year |
| Insider awards filed (latest) | 1,419 shares on 07/01/2025 | Form 4 |
| Pledging/hedging | Prohibited by Company policy | Applies to directors |
Related party banking relationships: Loans to directors/executives and affiliates totaled $18.3 million (5.7% of consolidated equity) and deposits totaled $13.8 million at 12/31/2024; made on market terms, within regulatory limits; independence determinations considered these relationships .
Governance Assessment
-
Strengths
- Independent director with relevant governance/legal expertise; active membership on Audit and Compensation Committees .
- Strong shareholder support in 2025 election; robust Say‑on‑Pay approvals (93.7% in 2025; 96% in 2024), supporting investor confidence in oversight and pay practices .
- Equity alignment via annual restricted stock grants; pledging/hedging prohibited .
-
Watch items
- Beneficial ownership is modest relative to outstanding shares; continued accumulation via annual grants improves alignment over time .
- Ordinary course loans/deposits with directors are common in community banking but warrant ongoing monitoring; Board affirms independence and regulatory compliance .
-
Committee effectiveness signals
- Audit Committee met 11 times in 2024; Compensation Committee met 10 times—indicative of active oversight cadence .
- Audit Committee includes an SEC‑defined “financial expert” (Chaudhary); Magid’s legal governance background complements financial oversight .
Insider Trades (Detail)
| Date (Transaction) | Filing Date | Type | Shares | Post‑Txn Holdings |
|---|---|---|---|---|
| 2022-07-01 | 2022-07-05 | A (Stock Award) | 1,287 | Not disclosed |
| 2023-07-03 | 2023-07-03 | A (Stock Award) | 1,619 | Not disclosed |
| 2024-07-01 | 2024-07-01 | A (Stock Award) | 1,327 | Not disclosed |
| 2025-07-01 | 2025-07-02 | A (Stock Award) | 1,419 | Not disclosed |
Note: Director awards reported on Form 4; vesting for 2024 awards is one year from grant; specific vesting detail not stated in 2025 Form 4 but director program historically uses one‑year vest for annual grants .
RED FLAGS
- None disclosed regarding related‑party transactions beyond ordinary course banking; no pledging/hedging; strong say‑on‑pay outcomes reduce pay‑governance risk signals .