C. William Davis
About C. William Davis
C. William Davis is 77 and has served as a director of First Community Bankshares, Inc. since 2015; he was appointed to the Board on August 25, 2015 and serves on the bank subsidiary’s board since 1990 and a predecessor bank’s board from 1987 to 1990 . He holds a B.S. in Civil Engineering from Virginia Military Institute (1970) and a J.D. from Washington & Lee University School of Law (1973) . Davis is an attorney with Richardson & Davis, PLLC, focusing on civil litigation, commercial transactions, trusts and estates, and banking; his qualifications include more than 35 years of banking board service and broad legal/regulatory experience .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| First Community Bankshares, Inc. (FCBC) | Director | 2015–present | See Board Governance section |
| First Community Bank (subsidiary) | Director | 1990–present | Bank-level committees (Loan, ALCO, Trust, IS Steering) include participation by Corporation Directors |
| Predecessor bank | Director | 1987–1990 | Board service in banking industry |
| Richardson & Davis, PLLC | Attorney (member) | Current (not dated) | Practice in banking-related legal matters |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Bluefield Supply Company | Director (past) | Not disclosed | Regional business oversight |
| Flat Top Insurance Agency | Director (past) | Not disclosed | Regional business oversight |
| Defense Trial Counsel of West Virginia, Inc. | Director (past) | Not disclosed | Professional association governance |
| West Virginia State Bar Board of Governors | Director (past) | Not disclosed | Legal profession governance |
Board Governance
- Independence: The Board determined Davis is independent under NASDAQ and SEC standards for 2024; members of ACER, CRC, and GNC are independent per additional requirements .
- Committee assignments (FCBC Board):
- Compensation and Retirement Committee (CRC): Member and Chairman; CRC held 6 meetings in 2024 .
- Executive Committee: Member; met at least 2 times in 2024 .
- Not on ACER; ACER members are Johnson (Chair), Elmore, Price, Sarver, Taylor; ACER held 11 meetings in 2024 .
- Board leadership and engagement: CEO also serves as Chairman; Lead Independent Director is Samuel L. Elmore, who chairs independent sessions and ALCO process .
- Attendance: In 2024, the Board held 9 regular and 2 special meetings; no director attended fewer than 75% of Board or applicable committee meetings; all directors attended the 2024 Annual Meeting; independent directors met twice without management .
- Ethics and conflicts: Standards of Conduct require annual certification; no waivers in 2024; conflicts must be promptly reported to the Board .
Fixed Compensation
| Component | Amount (USD) | Notes |
|---|---|---|
| Fees Earned or Paid in Cash (2024) | $45,571 | Board and committee cash fees |
| Stock Awards (2024) | $33,922 | RSUs granted May 29, 2024; one-year vest; grant-date fair value per FASB ASC 718 |
| Total (2024) | $79,493 | Sum of cash and stock awards |
- Program design (non-management directors): Annual Board retainer of $33,541 paid 50% in cash and 50% in RSUs vesting one year; ACER committee member retainer $11,365; ACER Chair +$14,206; ACER financial expert +$7,389; CRC membership retainer $2,826; CRC Chair +$2,826; GNC membership retainer $2,826; GNC Chair +$2,826; reimbursements for travel expenses .
- Deferral: Directors may annually elect to defer Board/committee cash fees to a non-qualified deferred compensation plan; investments directed by director; no preferential rates .
- Directors’ SERP: Provides defined benefit equal to 100% of highest consecutive three-year average director compensation, payable for 10 years beginning at later of age 70 or separation; frozen to new participants and post-2021 compensation in 2021; includes split-dollar life insurance endorsements (80% death benefits to beneficiaries after recovery of cash surrender value) .
Performance Compensation
| Director Performance-Based Metrics | 2024 Status |
|---|---|
| None disclosed for directors; director RSUs vest on time-based schedule (one-year) | RSUs granted May 29, 2024, vest one year from grant; fair value based on closing price $33.99 on May 28, 2024 |
For directors, FCBC compensates with time-vested RSUs and cash retainers; performance metrics (Adjusted ROATE, KPIs) apply to named executive officers, not to directors .
Other Directorships & Interlocks
| Category | Details |
|---|---|
| Compensation Committee Interlocks | None: No CRC members were employed by FCBC or subsidiaries in the last fiscal year; no NEOs served on compensation committees or boards of companies where FCBC directors were executive officers |
| Public company boards | Not disclosed for Davis; external roles listed are regional businesses/professional bodies |
Expertise & Qualifications
- Banking and legal expertise: Extensive practice in banking-related law and regulatory issues; commercial transactions, civil litigation, trusts/estates .
- Board experience: Over 35 years of board service in banking, including FCBC and predecessor banks .
- Education: B.S., Civil Engineering (VMI, 1970); J.D. (Washington & Lee, 1973) .
Equity Ownership
| Metric | Amount | Notes |
|---|---|---|
| Total Beneficial Ownership (as of Feb 25, 2025) | 26,644 shares | Includes exercisable options and phantom shares per SEC definition |
| Phantom shares (equal to one common share each) | 4,773 | Acquirable upon termination/retirement |
| Options exercisable within 60 days | 3,958 | Granted under 2012 Plan; currently exercisable |
| Pledged shares | None disclosed for Davis | Pledging noted for Johnson (5,500) and Sarver (24,832); Davis not noted |
| Ownership as % of outstanding | <1% | Table denotes “*” less than 1%; total shares outstanding 18,326,672 |
| Stock ownership guidelines | Directors subject to rigorous guidelines; holding requirements apply to shares from equity awards; all officers/directors in compliance or making satisfactory progress as of Dec 31, 2024 | |
| Anti-hedging/shorting/margin | Prohibits derivatives, short sales, and holding in margin accounts; hedging discouraged and requires pre-approval |
Governance Assessment
- Committee leadership: As CRC Chair, Davis leads executive compensation oversight, including base pay, annual cash incentives, and long-term equity grants; CRC met 6 times in 2024 and uses an independent consultant (Aon) for benchmarking, enhancing pay governance rigor .
- Independence and attendance: Confirmed independent; Board/committee attendance exceeded minimum standards; strong engagement with 11 ACER meetings, 6 CRC meetings, and regular independent director sessions (2 in 2024) supporting robust oversight .
- Alignment and risk controls: Material beneficial ownership without pledging; strict anti-hedging and margin policies; directors’ equity aligns interests, and Directors’ SERP is frozen to mitigate benefit inflation; overall governance framework (Standards of Conduct, whistleblower channels) is well-documented .
- Related-party exposure: FCBC reports no related party transactions meeting SEC disclosure thresholds in 2024; loans/deposits to related persons are on market terms and compliant with banking regulations .
- Shareholder signals: Say-on-pay supported by ~97% of votes cast in 2024, indicating strong investor support for compensation governance; pay practices include clawback policy effective Dec 1, 2023 per NASDAQ rules .
Red Flags: None disclosed specific to Davis (no pledging, no attendance issues, no related-party transactions), but continued monitoring is warranted given Executive Committee scope and the combined CEO/Chair structure; Lead Independent Director role helps mitigate concentration .