Paul C. Robinson
About Paul C. Robinson
Independent director since 2000 (age 67), Robinson is President of Francisco, Robinson and Associates, Inc., a real estate brokerage. He previously served as an elected member of the New Kent County Board of Supervisors and represented the county on multi‑jurisdictional boards in the greater Richmond region, building practical financial, accounting, and compliance knowledge and local‑government stakeholder management experience. The Board classifies him as independent under NASDAQ standards; in 2024, all directors met at least 75% attendance and the Board held two executive sessions of independent directors.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Francisco, Robinson & Associates, Inc. | President; firm owner/principal broker | 30 years as owner/principal broker; 47 years in real estate | Practical business leadership; financial/accounting/compliance knowledge from operating a brokerage |
| New Kent County (VA) | Elected Board of Supervisors member | Not disclosed | Insight into local government; multi‑stakeholder decision‑making on regional boards |
External Roles
| Organization | Role | Public Company? | Notes |
|---|---|---|---|
| Francisco, Robinson & Associates, Inc. | President | No | Private real estate brokerage |
| Other public company boards | — | No | The proxy states no director or nominee served at any other Exchange Act Section 12‑registered public company in the past five years |
Board Governance
- Board class: Class II nominee; director since 2000; term to 2028 if re‑elected.
- Independence: Determined independent under NASDAQ standards (Agnew, Causey, Holmes, Kelley, Napier, Olsson, Peay, Robinson, Sisson, Smith).
- Committee assignments (2024):
- Audit Committee member (5 meetings).
- Nominating Committee member (2 meetings).
- Not a Compensation Committee member.
- Attendance: Each director attended at least 75% of Board and committee meetings on which they served; all directors attended the 2024 annual meeting.
- Lead Independent Director: C. Elis Olsson; presides over executive sessions (two independent‑only sessions in 2024).
- Audit Committee membership includes Robinson among seven signatories in the 2024 report.
Committee Membership Table (2024)
| Committee | Member | Chair Role | 2024 Meetings |
|---|---|---|---|
| Audit | Yes | No | 5 |
| Compensation | No | — | 2 (committee total) |
| Nominating | Yes | No | 2 |
Fixed Compensation (Director)
| Component | Amount (USD) | Detail |
|---|---|---|
| Fees Earned or Paid in Cash (2024) | $38,000 | Robinson’s cash fees for 2024 per director compensation table |
| All Other Compensation (2024) | $968 | Non‑forfeitable dividends on unvested restricted stock |
| Total (2024) | $59,740 | Sum of cash, stock award grant‑date value, and other |
- Structure (2024): Annual retainer $13,650; monthly Board/Bank/Bank subsidiary/Nominating meeting fee $1,300; Audit/Compensation meeting fee $625; Chair retainers (Audit $7,500; Compensation $6,050; Nominating $4,400). Robinson is not a chair.
- 2025 adjustments: Annual retainer $14,100; monthly meetings $1,350; Audit/Compensation meeting $650; chair retainers modestly increased.
Performance Compensation (Director)
| Grant Type | Grant Date | Shares | Grant‑Date Fair Value/Share | Vesting | Notes |
|---|---|---|---|---|---|
| Restricted Stock | Apr 16, 2024 | 600 | $34.62 | Vests in full Apr 15, 2025 (subject to acceleration in certain circumstances) | Non‑forfeitable dividends; issued under 2022 Stock and Incentive Compensation Plan |
- No options/SARs granted to directors in recent years; equity is time‑vested RS.
- Director holding/ownership guideline: must hold shares ≥3× annual retainer; may not sell >50% of vested awards until guideline met; all non‑employee directors met/exceeded as of Jan 2, 2025.
Other Directorships & Interlocks
| Area | Status | Notes |
|---|---|---|
| Public company boards | None | No directors/nominees served at any other Section 12‑registered public company in past 5 years |
| Private/non‑profit boards | Not disclosed for Robinson | Proxy cites his prior government service; no other board roles specified |
| Interlocks/conflicts | None disclosed | No disclosed shared directorships with CFFI customers/suppliers; related‑party loans overseen via policy (see conflicts section) |
Expertise & Qualifications
| Capability | Evidence |
|---|---|
| Real estate and local market expertise | 47 years in real estate; 30 years as owner/principal broker; knowledge of regional customers/communities |
| Financial/accounting/compliance | Developed through business operations and government service; Audit Committee member |
| Public governance/stakeholder management | Former elected official; experience on multi‑jurisdictional boards |
Equity Ownership
| Holder | Beneficial Shares | % of Class | Notes |
|---|---|---|---|
| Paul C. Robinson | 18,513 | <1% | Includes 600 restricted shares; no pledged shares disclosed |
| Shares outstanding (for % context) | 3,232,564 | — | Shares entitled to vote at 2025 meeting (record date Feb 14, 2025) |
- Hedging/pledging: Directors and executive officers are prohibited from pledging, short sales, margin accounts, or hedging transactions under Insider Trading Policy.
- Ownership guideline compliance: As noted, all non‑employee directors met/exceeded guideline (≥3× annual retainer) as of Jan 2, 2025.
Related‑Party Exposure and Policies
- Reg O loans: As of Dec 31, 2024, maximum extensions of credit to policy‑making officers, directors and associates were $2.1 million (0.9% of year‑end capital); maximum aggregate outstanding during 2024 was $1.6 million (0.7%); made on ordinary terms and not viewed as higher risk by management/Board. Individual director recipients are not itemized.
- RPT policy: Audit Committee pre‑approves covered related‑party transactions (> $120,000) only if arm’s‑length or consistent with employee terms, compensation committee‑approved, or compliant with Reg O; ongoing updates to Audit Committee required.
Risk Indicators & RED FLAGS
- Section 16(a) compliance: Robinson reported one Form 4 late on May 6, 2024 (due Apr 30, 2024). Administrative lapse; corporation disclosed other late filings by certain officers.
- Legal proceedings: Board states no director/nominee involvement in material legal proceedings in the past 10 years.
- Hedging/pledging: Prohibited, reducing alignment risk.
- Say‑on‑pay environment: 96% approval in 2024, indicating general shareholder support for compensation governance.
Governance Assessment
-
Strengths:
- Independence and active committee roles (Audit and Nominating); Audit membership enhances financial oversight.
- Consistent attendance; participation in independent‑director executive sessions supports board challenge and oversight.
- Ownership alignment: meaningful personal stake (18,513 shares) and compliance with director ownership guidelines; hedging/pledging prohibited.
- No other public boards, lowering interlock/conflict risk; no disclosed related‑party transactions tied to Robinson.
-
Watch items:
- Minor Section 16 timeliness lapse (late Form 4) is a procedural red flag; monitor future filing timeliness.
- External business in regional real estate could pose situational conflicts with bank clients; no specific transactions disclosed—rely on RPT policy and Audit oversight to mitigate.
-
Compensation alignment:
- Director pay mix balanced (cash + time‑vested equity), modest total ($59,740 for 2024); no option repricings or tax gross‑ups; clear ownership/holding requirements.
Overall, Robinson presents as an experienced independent director with strong local market and financial oversight credentials, solid attendance and ownership alignment, and minimal conflict signals beyond a small administrative filing lapse.