John R. Milleson
About John R. Milleson
John R. Milleson, 68, is an independent director of Eagle Financial Services, Inc. (EFSI) and has served on the board since 1999; he is nominated as a Class I director for a three-year term ending at the 2028 Annual Meeting. He previously served as President and Chief Executive Officer of both EFSI and Bank of Clarke (the Bank) from 1999 to July 2019, and earlier as Executive Vice President and Secretary-Treasurer of the Company and Executive Vice President and Chief Administrative Officer of the Bank from 1997 to 1999; he brings operational risk management and financial accounting expertise to the board.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| EFSI and Bank of Clarke | President & Chief Executive Officer | 1999 – July 2019 | Led the Company and the Bank; brings operational risk management and financial accounting knowledge |
| Eagle Financial Services, Inc. | Executive Vice President & Secretary-Treasurer | 1997 – 1999 | Senior corporate officer experience |
| Bank of Clarke | Executive Vice President & Chief Administrative Officer | 1997 – 1999 | Senior bank operations and administration |
External Roles
No other public company directorships or external board roles for Mr. Milleson are disclosed in the proxy.
Board Governance
- Independence: The board determined Milleson is independent under Nasdaq listing standards.
- Committee memberships: Current standing committees and members are disclosed; Milleson is not listed on Audit, Compensation, or Nominating/Corporate Governance committees.
- Board attendance: In 2024, the Company board met 11 times and the Bank board met 11 times; all directors attended >75% of aggregate meetings and committee meetings. Independent directors held three executive sessions in 2024.
- Annual meeting attendance: All directors attended the Company’s 2024 Annual Meeting.
- Board leadership: EFSI separates Chair and CEO; independent Chair leads, no Lead Director required under current structure.
Fixed Compensation
| Year | Fees Earned or Paid in Cash ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| 2024 | 32,000 | 18,000 | 50,000 |
| 2023 | 30,600 | 21,570 | 52,170 |
Director equity grant detail:
| Year | Shares Granted | Grant Date | Fair Value per Share ($) | Vesting |
|---|---|---|---|---|
| 2024 | 600 | Jan 2, 2024 | 30.00 | Vested in December 2024 |
| 2023 | 600 | Jan 3, 2023 | 35.95 | Vested in December 2023 |
Program structure:
- Annual retainers: Chairman $37,000; other directors $25,000; Audit Chair $4,000; Compensation Chair $2,000. Meeting fees: $400 (Audit/Comp), $200 (other committees).
- All non-employee directors receive annual restricted stock grants under the Stock Incentive Plan, as noted above.
Performance Compensation
- Director compensation does not include performance-based metrics; annual director stock grants are time-based restricted stock that vest within the year.
Other Directorships & Interlocks
No other public company boards, committee roles, or interlocks for Milleson are disclosed.
Expertise & Qualifications
- Former CEO of EFSI and the Bank with deep operational risk management and financial accounting knowledge; long-tenured board member with institutional experience.
Equity Ownership
| As-of Date | Beneficial Ownership (shares) | % of Shares Outstanding | Indirect Shares Included |
|---|---|---|---|
| March 21, 2025 | 143,889 | 2.68% (out of 5,378,653 shares) | 94 |
| March 22, 2024 | 142,455 | 4.00% (out of 3,557,229 shares) | 94 |
Additional alignment and policy notes:
- Anti-hedging: The Company does not have an anti-hedging policy for directors or employees.
- Ownership guidelines: No director stock ownership guidelines are disclosed.
- Pledging: No disclosure of shares pledged as collateral.
Governance Assessment
- Strengths: Independent status; very high personal ownership (~2.68% in 2025), signaling alignment; consistent attendance; prior CEO experience supports board oversight.
- Committee engagement: Not currently serving on Audit, Compensation, or Nominating committees—reducing direct involvement in oversight-intensive areas.
- Related-party exposure: The Bank extends loans and accepts deposits from directors/officers on market terms (Reg O compliant); aggregate loans to directors/officers and related parties were $5,650,159 at Dec 31, 2024; deposits $7,438,909. Company lacks a formal related-person transaction approval policy (Board reviews case-by-case), which is a governance risk factor.
- Policies: No anti-hedging policy—potential misalignment risk in a downturn.
- Section 16 compliance: One late Section 16(a) report for Milleson in 2024 noted—minor red flag.
- Shareholder feedback context: Prior “say on pay” (executive) approval ~95% (2022); board prefers triennial say-on-pay frequency, with advisory votes occurring again in 2025.
RED FLAGS
- No formal related-party transaction approval policy; reliance on Board/Audit Committee review could be less robust than codified standards.
- No anti-hedging policy for company stock.
- One late Section 16(a) filing for Milleson in 2024.
Positive Signals
- Substantial personal ownership by Milleson enhances skin-in-the-game and alignment.
- Independent Chair and regular executive sessions support independent oversight structure.