Tatiana C. Matthews
About Tatiana C. Matthews
Tatiana C. Matthews (age 68) has served on the Eagle Financial Services, Inc. (EFSI) Board since 2022. She is Co-Founder, President Emerita, and Chairman of TMG Construction Corporation, a woman/Native Hawaiian-owned, MBE-certified design-build and general contracting firm serving aviation, institutional, governmental, and military clients nationwide; she holds five academic degrees and is independent under Nasdaq standards . She serves on the Bank’s Trust Committee and the Compensation Committee, with consistent board and committee attendance above 75% in 2024 and attendance at the 2024 annual meeting .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| The Matthews Group, Inc. t/a TMG Construction Corporation | Co-Founder; President Emerita; Chairman of the Board | Multi-decade; current | Leads a national design/build contractor specializing in lump sum, IDIQ task order, and job order contracts; Woman/Native Hawaiian-owned MBE; sector exposure to aviation, institutional, government, military |
External Roles
| Organization | Role | Type | Notes |
|---|---|---|---|
| Washington Airports Task Force | Board Member | Non-profit/industry | Aviation-focused regional advisory body |
| National Classification Management Society | Board Member; Co-chairs Industrial Security Professional certification for Defense Industrial Base | Professional association | Industrial security credentialing co-chair |
| American Council for Construction Education | Board Member | Accreditation/education | Construction education standards |
| American Institute of Constructors Education Foundation | Board Member | Foundation/education | Constructors’ professional education support |
Board Governance
- Independence: The Board determined Matthews is independent under Nasdaq listing standards; CEO Brandon Lorey is the sole non-independent director .
- Committee membership: Member, Bank’s Trust Committee and Compensation Committee; Compensation met 6x in 2024 (4x in 2023); committee members are independent and operate under a written charter .
- Audit committee financial expert: Cary C. Nelson designated; Matthews is not named the audit financial expert .
- Board leadership: Separate Chairman and CEO; no Lead Director required given separation; risk oversight distributed across committees (Audit, Compensation, Nominating/Governance) .
- Attendance and engagement: Board met 11x in 2024 (Bank Board also 11x); all directors attended >75% of board and committee meetings; independent directors held three executive sessions in 2024; all directors attended the 2024 annual meeting .
Fixed Compensation
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Fees Earned or Paid in Cash ($) | 29,800 | 31,200 |
| Stock Awards ($) | 21,570 | 18,000 |
| Total ($) | 51,370 | 49,200 |
- Structure: Non-employee directors received an annual retainer (Chair $37,000; other directors $25,000), committee chair retainers (Audit $4,000; Compensation $2,000), committee meeting fees (Audit/Comp $400 per meeting; other committees $200 per meeting) .
Performance Compensation
| Grant Date | Shares Granted | Grant Date Fair Value per Share | Total Fair Value | Vesting |
|---|---|---|---|---|
| Jan 3, 2023 | 600 | $35.95 | $21,570 | Vested in Dec 2023; no director restricted stock outstanding at YE 2023 |
| Jan 2, 2024 | 600 | $30.00 | $18,000 | Vested in Dec 2024; no director restricted stock outstanding at YE 2024 |
Directors receive time-vested restricted stock; no options or performance-vested equity are disclosed for directors .
Other Directorships & Interlocks
- No public-company directorships disclosed. External roles are in industry associations and education/credentialing bodies; no disclosed interlocks with EFSI competitors, suppliers, or customers .
Expertise & Qualifications
- Design/build contracting leadership with national scope; experience in aviation and federal/military contracting environments .
- Industrial security governance expertise (co-chair of certification program for Defense Industrial Base), relevant to risk oversight and compliance culture .
- Five academic degrees; governance claims emphasize skills across operations, compliance/security, and institutional contracting .
Equity Ownership
| Metric | As of Mar 22, 2024 | As of Mar 21, 2025 |
|---|---|---|
| Beneficial Shares | 1,944 | 2,856 |
| Shares Outstanding (reference) | 3,557,229 | 5,378,653 |
| Ownership % of Outstanding | 0.0547% (computed) | 0.0531% (computed) |
| Unvested director restricted stock outstanding at year-end | 0 | 0 |
| Shares pledged as collateral | None disclosed in proxy ownership tables |
Insider Trades and Section 16(a) Compliance
| Year | Delinquent Section 16(a) filings for Matthews | Notes |
|---|---|---|
| 2023 | None | Company reported exceptions for Ms. Purrington and Mr. Lorey; otherwise timely filings |
| 2024 | None | Company reported exceptions for Mr. Smith and Mr. Milleson; otherwise timely filings |
Related Party Transactions and Conflicts
- The Bank extends credit and accepts deposits to/from directors and officers on market terms; aggregate loan balances to directors/officers/related parties were $4,981,115 at 12/31/2023 and $5,650,159 at 12/31/2024; aggregate deposits were $7,037,731 (2023) and $7,438,909 (2024) .
- Policy gap: The Company has not adopted a formal related person transaction approval policy; the Board reviews proposed transactions case-by-case; Audit Committee reviews significant conflicts involving directors or officers .
- Anti-hedging: The Company currently does not have policies restricting hedging or derivative transactions that offset decreases in EFSI’s stock value—a potential alignment risk .
Compensation Committee Practices
- Independent composition; written charter; engaged external compensation consultant (Pearl Meyer; and David Jones) advising on peer group and compensation strategy, director compensation, CEO/director evaluations; Committee concluded plans do not encourage undue risk .
Governance Assessment
- Positives:
- Independent director with relevant committee service (Compensation; Trust) and strong attendance; independent board leadership with separate Chair/CEO; regular independent director executive sessions .
- Transparent director pay with modest equity (time-vested RS) and reasonable cash retainers/fees; no options or complex director equity structures; timely Section 16 compliance .
- External roles add sector and security/compliance expertise helpful for bank governance and risk oversight .
- Watchpoints / Red Flags:
- No formal related-party transaction approval policy; recurring director/officer credit/deposit relationships require vigilance for impartiality and pricing fairness .
- No anti-hedging policy—absence of restrictions may allow hedging that weakens alignment between directors and shareholders .
- Ownership alignment is modest (<0.06%); director stock ownership guidelines and compliance status are not disclosed, limiting visibility into “skin-in-the-game” expectations .
- Shareholder sentiment signals:
- Prior say-on-pay (management) approval ~95% (2022), indicating overall support for compensation governance; offered triennial frequency vote in 2025, reflecting long-term orientation .