Cary C. Nelson
About Cary C. Nelson
Cary C. Nelson, 50, is an independent director of Eagle Financial Services, Inc. (EFSI) since 2018; she was selected as Chair of the Board in 2025 following the May annual meeting and is identified as Chair in subsequent company communications . Nelson is President of H.N. Funkhouser & Company, is a Certified Public Accountant, and holds a B.S. from the University of Richmond; she has been active locally as past board chair of the Top of Virginia Regional Chamber and a member of the Rotary Club of Winchester . The Board has designated her as its audit committee financial expert and determined she is independent under Nasdaq standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| H.N. Funkhouser & Company | President | — | Petroleum distribution leadership; finance/accounting expertise |
| Top of Virginia Regional Chamber | Past Board Chair | — | Community/business engagement |
| Rotary Club of Winchester | Member | — | Community engagement |
External Roles
| Organization | Role | Public/Private | Notes |
|---|---|---|---|
| H.N. Funkhouser & Company | President | Private | Family-owned petroleum company |
| Top of Virginia Regional Chamber | Past Board Chair | Non-profit | Regional business advocacy |
| Rotary Club of Winchester | Member | Non-profit | Civic involvement |
Board Governance
- Independence: The Board determined Nelson is independent; only the CEO is non-independent .
- Board Chair: Board selected Nelson as Chair, effective after the May 2025 annual meeting; company communications reference her as Chair thereafter .
- Audit Committee: Nelson chairs the Audit Committee and is designated the audit committee financial expert; the committee met 5 times in 2024 .
- Nominating/Corporate Governance Committee: Nelson is a member; the committee met 2 times in 2024 .
- Attendance: All directors attended greater than 75% of meetings of both Boards and committees; all directors attended the 2024 Annual Meeting; independent director executive sessions were held 3 times in 2024 .
- Leadership structure: EFSI separates CEO and Chair roles and does not require a Lead Director under its current structure .
| Committee | Role | Meetings in 2024 | Citation |
|---|---|---|---|
| Audit | Chair; Financial Expert | 5 | |
| Nominating/Corporate Governance | Member | 2 |
| 2024 Shareholder Vote – Director Election | For | Withheld | Broker Non-Vote |
|---|---|---|---|
| Cary C. Nelson | 1,606,463 | 194,044 | 649,187 |
Fixed Compensation
- Program structure: Non-employee directors received an annual retainer ($37,000 Chair; $25,000 other directors), Audit Chair retainer ($4,000), Compensation Chair retainer ($2,000), per-meeting fees ($400 Audit/Comp; $200 other committees), plus annual stock awards under the Stock Incentive Plan .
- 2024 director grant mechanics: Each non-employee director received 600 shares of restricted stock on January 2, 2024, at $30.00 per share; awards vested in December 2024 .
| Cary C. Nelson – 2024 Director Compensation | Amount ($) | Notes |
|---|---|---|
| Fees Earned or Paid in Cash | 36,000 | Retainer + chair fee + meeting fees |
| Stock Awards | 18,000 | 600 RS shares at $30; granted 1/2/2024; vested in Dec 2024 |
| Total | 54,000 |
Performance Compensation
- Director equity awards are time-based restricted stock (not performance-based) that vested within 2024; no separate performance metrics are disclosed for director grants .
| 2024 Director Equity Grant Details | Grant Date | Shares | Grant-Date Price | Fair Value | Vesting |
|---|---|---|---|---|---|
| Non-employee director restricted stock (incl. Nelson) | Jan 2, 2024 | 600 | $30.00 | $18,000 | Vested Dec 2024; none outstanding at YE |
Other Directorships & Interlocks
| Company/Institution | Role | Public Company? | Committee/Role |
|---|---|---|---|
| None disclosed | — | — | — |
No other public company directorships are disclosed for Nelson; her external roles are in private and non-profit organizations .
Expertise & Qualifications
- CPA with University of Richmond B.S.; brings business and accounting skill set; Board cites her experience as valuable for audit oversight and board service .
- Designated Audit Committee Financial Expert under SEC rules .
Equity Ownership
| Beneficial Ownership (as of Mar 21, 2025) | Shares | % of Class | Indirect Shares |
|---|---|---|---|
| Cary R. Nelson | 8,717 | <1% | 312 |
Company shares outstanding: 5,378,653 .
Governance Assessment
- Strengths: Independent director; Board Chair role enhances accountability; Audit Committee chair and SEC-defined financial expert; consistent attendance and participation in executive sessions signal engagement .
- Alignment: Receives modest cash retainer plus annual time-based restricted stock; 2024 total director comp of $54,000 indicates community bank norms and avoids complex option structures .
- Ownership: Holds 8,717 shares (<1%); alignment present but not a controlling stake .
- Risks/Red Flags to monitor:
- No anti-hedging policy for common stock disclosed, which is shareholder-unfriendly and could permit hedging misalignment if used .
- Related-party exposure typical of community banks (loans/deposits to directors and related parties, $5,650,159 loans and $7,438,909 deposits at 12/31/2024) — reviewed by Board/Audit Committee and subject to Regulation O, but merits ongoing scrutiny for conflicts .
- Shareholder sentiment: Prior “say-on-pay” received ~95% approval (2022), and Board recommends a three-year frequency; continued monitoring of future votes advisable .