Scott M. Hamberger

About Scott M. Hamberger

Independent Class I director of Eagle Financial Services, Inc. (EFSI) since 2016; age 54 as of the 2025 proxy. Entrepreneur and investor; founder and previous CEO of Fortessa Tableware Solutions, which he grew to international leadership and led into a merger forming the Zwiesel Fortessa Group. In the 2024 proxy he was described as President & CEO of Integrus Holdings, Inc., Fortessa’s parent, founded in 1993. He is active on multiple for-profit and non-profit boards in EFSI’s operating area, and is classified as independent by the Board.

Past Roles

External Roles

Board Governance

• Independence: Board deems Hamberger independent; 10 of 11 directors independent (CEO not independent).
• Board attendance: In 2024, EFSI and Bank boards each held 11 meetings; all directors attended >75% of aggregate board and committee meetings. All directors attended the 2024 Annual Meeting.
• Executive sessions: Independent directors met three times during 2024, led by the Chair.
• Committee assignments (2024 activity year reported in 2025 proxy):
  • Audit Committee member; committee met 5 times in 2024; all members independent.
  • Compensation Committee member (Bank board committee); met 6 times in 2024; all members independent.
  • Not listed on Nominating/Corporate Governance Committee.
• Committee chair roles: Audit Committee chaired by Cary C. Nelson (designated audit committee financial expert). Hamberger not a committee chair per proxy disclosures.

Fixed Compensation (Director)

• Director fee structure (2024): Annual retainers—Chairman $37,000; other directors $25,000; Audit Chair +$4,000; Compensation Chair +$2,000; Audit and Compensation Committee members $400/meeting; other committees $200/meeting. Non-employee directors also receive annual stock awards under the Stock Incentive Plan.
• Section 16(a) compliance: In 2024, the company reported timely filings for officers/directors, with exceptions unrelated to Hamberger (one initial Form 3 for Mr. Smith and one report for Mr. Milleson).

Performance Compensation (Director Equity)

• Director equity is time-vested only; no performance metrics or options for directors are disclosed. At 12/31/2024, no director restricted shares remained outstanding (awards vest within the year).

Other Directorships & Interlocks

• No public company interlocks, supplier/customer board overlaps, or related competitive interlocks are disclosed for Hamberger.

Expertise & Qualifications

• Entrepreneurial operator with M&A and growth experience (built Fortessa to international leadership; led merger to form Zwiesel Fortessa Group).
• Regional market connectivity (lives/volunteers/operates in EFSI footprint) supporting customer insight.
• Audit and compensation oversight experience (committee memberships); not designated as audit committee financial expert (role held by Cary C. Nelson).

Equity Ownership

• Ownership under 1% of outstanding shares in both years (company notes “less than one percent”).
• No disclosure of pledged shares by Hamberger; proxies state director stock awards vest within the grant year for non-employee directors.
• Anti-hedging: Company states it does not have anti-hedging policies—potential misalignment risk.

Governance Assessment

• Strengths

  • Independence and active committee service (Audit and Compensation) support board oversight and risk/pay governance.
  • Engagement: >75% attendance; participation in all directors’ 2024 Annual Meeting; independent director executive sessions held.
  • Alignment: Mixed cash/equity compensation; annual equity grants in stock; Hamberger’s beneficial ownership increased from 3,116 to 8,722 shares YoY.
  • Compensation oversight utilizes an independent advisor (Pearl Meyer/independent practitioner) and periodic peer benchmarking; advisor also supports director compensation reviews.
  • Shareholder support: Prior say-on-pay approval ~95% (2022), a positive signal for compensation practices; 2025 includes advisory say-on-pay and frequency votes.

• Risk indicators and potential red flags

  • No anti-hedging policy: Company explicitly states it does not have policies to prevent hedging/derivatives that offset declines in company stock—contrary to common governance best practices.
  • Related-party transactions policy: No formal policy; Board reviews proposed transactions case-by-case. While Reg O governs insider lending, lack of a formalized policy framework is a governance gap. Aggregate loans to directors/officers/related parties were $5,650,159 and deposits $7,438,909 at 12/31/2024.
  • Time commitments: Proxy notes service on eight for-profit/non-profit boards (unspecified); while experience is valuable, multiple commitments can raise attention to bandwidth risk.
  • Committee leadership: Hamberger is not a committee chair; while not inherently negative, chair roles often provide stronger influence; Audit is chaired by Nelson.

• Conflicts/related parties

  • Proxies do not disclose any specific related-party transactions involving Hamberger. Insider lending disclosures are aggregate and stated to be market terms under Regulation O.

• Director compensation structure

  • Simple, moderate pay mix with cash retainers/meeting fees and annual time-vested stock; no option grants or performance-conditioned director equity; annual restricted stock (600 shares) vests within the same year.

• Overall view

  • Hamberger brings relevant entrepreneurial and local-market expertise and serves on key oversight committees. Key governance watchpoints at the company level include absence of an anti-hedging policy and lack of a formal related-party transactions policy. Attendance and independence are strong, and director pay/ownership show baseline alignment signals.