Douglas C. Rinker
About Douglas C. Rinker
Douglas C. Rinker, 65, has served as a director of Eagle Financial Services, Inc. (EFSI) since 2006, bringing operating leadership and community perspective to the board. He is Chairman of the Board of Winchester Equipment Company and serves as Senior Pastor of Round Hill Church, with the board highlighting his contributions in corporate strategy, business growth, and risk management. He is classified by the board as independent under Nasdaq standards.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Winchester Equipment Company | Chairman of the Board | Not disclosed | Provides insight on strategy, growth, risk management |
| Round Hill Church | Senior Pastor | Not disclosed | Community leadership perspective |
External Roles
| Organization Type | Organization | Role | Public Company? |
|---|---|---|---|
| Private company | Winchester Equipment Company | Chairman of the Board | No public-directorship disclosure |
| Non-profit/religious | Round Hill Church | Senior Pastor | Not applicable |
Board Governance
- Independence: The board determined Rinker is independent under Nasdaq listing standards.
- Committee memberships (2024/2025):
- Compensation Committee member (Bank board committee)
- Nominating/Corporate Governance Committee member
- Attendance: In 2023 the Company board met 7 times, the Bank board 12; all directors attended >75% of aggregate meetings. In 2024 the Company board met 11 times, the Bank board 11; all directors again attended >75%.
- Executive sessions: Independent directors met three times in 2023 and three times in 2024.
- Board leadership: Separate CEO and independent Chairman; no Lead Independent Director required under current structure.
Fixed Compensation
| Component | 2023 | 2024 |
|---|---|---|
| Fees Earned or Paid in Cash (Rinker) | $30,400 | $33,800 |
| Annual Director Retainer – Chairman of the Bank Board | $37,000 | $37,000 |
| Annual Director Retainer – Other Directors (Bank Board) | $25,000 | $25,000 |
| Committee Chair Retainer – Audit | $4,000 | $4,000 |
| Committee Chair Retainer – Compensation | $2,000 | $2,000 |
| Committee Meeting Fees – Audit & Compensation | $400 per meeting | $400 per meeting |
| Committee Meeting Fees – Other Committees | $200 per meeting | $200 per meeting |
Performance Compensation
| Equity Component | 2023 | 2024 |
|---|---|---|
| Annual Director Stock Award (Rinker) | $21,570; 600 restricted shares granted Jan 3, 2023 at $35.95/share; vested in December 2023 | $18,000; 600 restricted shares granted Jan 2, 2024 at $30.00/share; vested in December 2024 |
| Unvested Director RSUs at Year-End | None at 12/31/2023 | None at 12/31/2024 |
Note: Director equity is time-vested restricted stock; no performance metrics tied to director awards are disclosed.
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards | None disclosed |
| Private company roles | Chairman, Winchester Equipment Company |
| Non-profit/academic boards | Senior Pastor, Round Hill Church |
| Shared directorships (competitors/suppliers/customers) | Not disclosed |
Expertise & Qualifications
- The board emphasizes Rinker’s operating leadership and risk management expertise from chairing a successful equipment sales, rental, and service company, contributing to strategy and growth oversight.
- Community engagement via pastoral role provides stakeholder perspective within EFSI’s operating region.
Equity Ownership
| Metric | As of Mar 22, 2024 | As of Mar 21, 2025 |
|---|---|---|
| Beneficial Ownership (shares) | 20,089 | 21,438 |
| Ownership as % of Shares Outstanding | <1% (3,557,229 outstanding) | <1% (5,378,653 outstanding) |
| Indirect/affiliated holdings disclosed | No specific indirect amount for Rinker; footnote lists others | No specific indirect amount for Rinker; footnote lists others |
| Shares pledged as collateral | Not disclosed |
- Section 16 compliance: No delinquent filings noted for Rinker in 2023 or 2024; minor delinquencies noted for other individuals.
Governance Assessment
- Committee effectiveness: Rinker serves on two core governance committees—Compensation and Nominating/Corporate Governance—which influence pay policy, peer benchmarking, director nominations, and board practices. Compensation Committee met 4 times in 2023 and 6 in 2024; Nominating/Corporate Governance met 2 times in both years, indicating active oversight cadence.
- Independence & engagement: Board affirmatively classifies him as independent; attendance met thresholds; executive sessions held regularly, supporting independent oversight.
- Alignment via ownership & pay mix: Rinker’s compensation combines modest cash retainer/fees with annual restricted stock that vests within the year, creating some equity alignment; his beneficial ownership is <1% of the company. Year-over-year, cash fees rose while stock grant fair value declined with grant-date price, keeping total director compensation stable.
- Related-party exposure: As a community bank, EFSI extends credit to directors and related parties under Regulation O on market terms; aggregate loans to directors/related parties were $4,981,115 (2023) and $5,650,159 (2024), reviewed by the board/Audit Committee—no specific transactions disclosed for Rinker.
- Signals/RED FLAGS:
- The company states it “currently does not have” anti-hedging policies for directors/executives, which some investors view as a misalignment risk; no pledging policy disclosure.
- No formal written related-party transaction approval policy; however, the board and Audit Committee review such transactions, partly mitigating risk.
- Positive say-on-pay signal historically (≈95% approval in 2022), suggesting shareholder support for compensation governance broadly.
Overall, Rinker’s independent status, committee roles, and consistent attendance support board effectiveness. Equity alignment exists via annual restricted stock, though absence of hedging restrictions and lack of a formal related-party transaction policy are governance gaps to monitor.