Mary Bruce Glaize
About Mary Bruce Glaize
Independent director of Eagle Financial Services, Inc. (EFSI); age 69; director since 1998 (27 years of tenure as of 2025). Background includes retired educator and community volunteer; founder and trustee emerita of Shenandoah Valley Discovery Museum; honorary member of the Little Garden Club of Winchester. The Board has determined she is independent under Nasdaq standards . In 2024, all directors (including Mrs. Glaize) attended more than 75% of aggregate Board and committee meetings; independent directors held three executive sessions .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Educator (unspecified institutions) | Retired educator | Not disclosed | Community perspective and customer insight |
| Shenandoah Valley Discovery Museum | Founder, Trustee Emerita | Not disclosed | Community engagement and education advocacy |
| Little Garden Club of Winchester | Honorary Member | Not disclosed | Local civic involvement |
External Roles
| Organization | Role | Sector | Notes |
|---|---|---|---|
| Shenandoah Valley Discovery Museum | Founder, Trustee Emerita | Non-profit | Local museum leadership; supports community outreach |
| Little Garden Club of Winchester | Honorary Member | Civic/Non-profit | Community participation |
Board Governance
- Independence: The Board classified Mrs. Glaize as independent (Nasdaq) .
- Committee assignments: Not listed on Audit, Compensation, or Nominating/Corporate Governance Committees in 2024; committees comprised of other directors .
- Attendance/Engagement: Board met 11 times; Bank Board met 11 times; all directors >75% attendance; independent directors met in executive session three times; all directors attended the 2024 Annual Meeting .
- Leadership structure: Separate CEO and Chairman; Board does not require a Lead Independent Director given the separation .
Fixed Compensation
Director cash compensation and structure for FY2024:
| Component | Amount ($) | Notes |
|---|---|---|
| Fees Earned or Paid in Cash (Mary B. Glaize) | 31,400 | Actual cash fees in FY2024 |
| Annual Retainer (Non-employee Directors) | 25,000 | Base Board retainer (Chairman: $37,000) |
| Committee Chair Retainers | 4,000 (Audit), 2,000 (Compensation) | Not applicable to Mrs. Glaize (not a chair) |
| Committee Meeting Fees | $400 per Audit/Comp meeting; $200 per other committees | Applies only if member; Mrs. Glaize not listed on those committees |
Performance Compensation
Director equity awards (time-based; no performance metrics linked for directors):
| Grant Type | Grant Date | Shares | Grant-Date FV ($) | Vesting |
|---|---|---|---|---|
| Restricted Stock (Directors) | Jan 2, 2024 | 600 | 18,000 | Vested in Dec 2024 |
The grant-date fair value per share was $30.00, based on closing price; directors had no restricted shares outstanding at year-end as awards vested within the year . No stock options or performance stock disclosed for directors .
Other Directorships & Interlocks
- No public company directorships disclosed for Mrs. Glaize in the proxy .
- Board interlocks not indicated; committee memberships for EFSI do not include Mrs. Glaize in FY2024 .
Expertise & Qualifications
- Community-focused perspective from roles in local institutions; supports identifying needs of Bank of Clarke’s customer base .
- Classified as independent; contributes to balanced oversight per EFSI governance framework .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Shares Outstanding |
|---|---|---|
| Mary Bruce Glaize | 16,736 | 0.311% (16,736 ÷ 5,378,653 shares outstanding) |
The proxy denotes “less than one percent”; computation uses total common shares outstanding at record date (March 21, 2025) . No disclosure of pledged or hedged shares for Mrs. Glaize; Company has no anti-hedging policy for directors/officers/employees .
Governance Assessment
- Independence and attendance: Positive—independent status, and >75% meeting attendance; presence at annual meeting supports engagement .
- Committee participation: Neutral/Negative—no Audit, Compensation, or Nominating committee roles listed in 2024, limiting direct oversight influence in key governance areas .
- Alignment and ownership: Moderate—beneficial ownership of 16,736 shares; annual equity grants to directors promote alignment, though vesting was time-based without performance conditions .
- RED FLAGS:
- No anti-hedging policy disclosed (Company states it currently does not have any such policies), reducing guardrails against misalignment .
- No formal related-party transaction policy; Board reviews case-by-case; aggregated director/officer-related loans of $5.65M and deposits of $7.44M at year-end 2024—common for community banks but requires continued scrutiny for conflicts .
- Compensation governance context: Compensation Committee comprised of independent directors and uses external advisor (Pearl Meyer consultant David Jones) for benchmarking and risk review—positive structure; say-on-pay support ~95% in 2022 indicates shareholder alignment on executive pay, anchoring overall governance environment .