Harriet B. Price
About Harriet B. Price
Harriet B. Price (age 62) has served on the Boards of First Community Bankshares, Inc. (FCBC) and First Community Bank since January 1, 2021; she holds a B.S. in Accounting from Virginia Tech, is a certified public accountant, serves as CFO of Price-Williams Realty, Inc., and completed the Bank Director Certification Program in 2024 . Her qualifications emphasize 25+ years in business management and accounting and extensive civic service, supporting board effectiveness in audit and risk oversight .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Price-Williams Realty, Inc. | Chief Financial Officer | Not disclosed (active in executive management) | Executive management; CPA-driven financial leadership |
| Virginia Tech & Radford University | Mentor (Accounting) | ~25 years | Talent development and community engagement |
| City of Radford Executive Chamber Board | Board service (prior) | Not disclosed | Civic leadership |
| Radford City Schools | Volunteer | Not disclosed | Community service |
External Roles
| Organization | Position | Sector | Notes |
|---|---|---|---|
| Price-Williams Realty, Inc. | CFO | Real Estate | Private company role; financial leadership |
| City of Radford Executive Chamber Board | Former Board Member | Civic | Prior board service |
| Virginia Tech & Radford University | Mentor (Accounting) | Academic | Ongoing mentoring over 25 years |
| Radford City Schools | Volunteer | Education | Community involvement |
Board Governance
- Independence: The Board determined Harriet B. Price is independent under NASDAQ and SEC standards; all FCBC directors on ACER/CRC/GNC meet additional independence requirements .
- Committee memberships: ACER (Audit, Compliance & Enterprise Risk) Committee member; Executive Committee member .
- Committee activity: ACER held 11 meetings in 2024; Executive Committee met at least twice in 2024 .
- Attendance: In 2024, the Board held 9 regular and 2 special meetings; no director attended fewer than 75% of Board/committee meetings; all directors attended the 2024 Annual Meeting; independent directors met alone twice .
- Board structure: Lead Independent Director is Samuel L. Elmore (context from 2023 proxy) .
- Risk oversight: ACER oversees internal controls, auditor independence/rotation, internal audit, regulatory compliance, and ERM; committees report regularly to the Board .
Fixed Compensation
| Component | 2023 Amount | 2024 Amount | Notes |
|---|---|---|---|
| Board & committee cash fees (Price) | $48,329 | $50,557 | Includes Board and committee fees |
| Director annual cash board retainer (program) | Not disclosed for 2023 | $33,541 (paid quarterly) | Applies to non-employee directors |
| ACER Committee member retainer (program) | Not disclosed for 2023 | $11,365 (member); Chair +$14,206; Financial Expert +$7,389 | Program fee schedule |
| CRC member retainer (program) | Not disclosed for 2023 | $2,826; Chair +$2,826 | Program fee schedule |
| GNC member retainer (program) | Not disclosed for 2023 | $2,826; Chair +$2,826 | Program fee schedule |
- Deferral: Directors may annually elect to defer Board/committee cash fees into a non-qualified plan; no preferential rates; accessible upon retirement from Board service .
- SERP: Directors’ Supplemental Retirement Plan (frozen to new participants 12/31/2021) pays an annual benefit equal to 100% of the director’s highest consecutive three years’ average compensation for 10 years, with change-of-control protections; split-dollar life insurance endorsements share 80% of death benefits to beneficiaries after recovery of cash surrender value .
Performance Compensation
| Equity Award | Grant Date | Vesting | Grant-Date Fair Value | Pricing Basis |
|---|---|---|---|---|
| RSUs (directors) | May 23, 2023 | 1-year time vest | $32,465 (Price) | Closing price $26.33 on May 22, 2023 |
| RSUs (directors) | May 29, 2024 | 1-year time vest | $33,922 (Price) | Closing price $33.99 on May 28, 2024 |
- Metric design: Director RSU grants are time-vested (no performance metrics); annual equity equals the director’s Board cash retainer (not committee), granted under the 2022 Plan .
Other Directorships & Interlocks
| Company | Market | Role | Interlock/Notes |
|---|---|---|---|
| First Community Bank (subsidiary) | Banking | Director | All FCBC directors also serve on the bank board |
| Other public company boards | — | — | None disclosed for Price |
Expertise & Qualifications
- CPA; B.S. Accounting (Virginia Tech); Bank Director Certification Program completed in 2024 .
- 25+ years in business management and accounting; active CFO in real estate; sustained community/academic engagement .
Equity Ownership
| Holder | Beneficial Shares (2/25/2025) | Percent of Common | Notes |
|---|---|---|---|
| Harriet B. Price | 4,458 | <1% (star) | Includes 3,958 shares issuable upon exercise of currently exercisable options under the 2012 Plan |
| Pledging status | — | — | No pledging noted for Price; pledging disclosed for Johnson (5,500 shares) and Sarver (24,832 shares) |
- Ownership policy: Directors and executives are subject to rigorous Stock Ownership Guidelines and holding requirements on shares from equity awards until guideline compliance; as of Dec 31, 2024, all officers/directors are in compliance or making satisfactory progress; no specific timeline established for achieving guideline levels .
- Anti-hedging: Directors and executives are prohibited from margin accounts, short selling, derivatives, and hedging; insider trading policy enforced .
Governance Assessment
- Strengths: Independent director with CPA credentials; ACER membership enhances financial controls and ERM oversight; strong attendance; equity grants and ownership guidelines support alignment; shareholder say-on-pay support at ~97% in 2024 indicates broad confidence in compensation governance .
- Compensation mix: Program pays Board fees 50% cash / 50% equity with additional cash for committee service; RSUs vest in one year, reinforcing ownership without excessive risk .
- Alignment: Beneficial ownership includes exercisable options; no pledging disclosed for Price; anti-hedging and clawback policies in force (clawback adopted Oct 24, 2023 to comply with NASDAQ rules) .
- Potential RED FLAGS: Legacy Director SERP provides generous defined benefits (100% of highest 3-year average) for 10 years; however, plan is frozen to new participants since 2021, mitigating forward risk; no related-party transactions deemed material for directors in 2024, supporting independence .
- Oversight signals: ACER’s active engagement (11 meetings in 2024) and documented auditor selection/fee oversight indicate robust audit governance; Crowe LLP engaged in 2023 following competitive process and fee changes, evidencing committee responsiveness .
Related Party & Conflicts
- Process: FCBC conducts annual questionnaires and quarterly GNC reviews of significant related-party transactions; any qualifying “Related Party Transaction” is scrutinized and disclosed per SEC rules .
- 2024 outcome: GNC reported no related party transaction with any director constituting a material relationship; Board determined Price’s independence accordingly .
Director Compensation Detail (Year-over-Year)
| Metric | 2023 | 2024 |
|---|---|---|
| Cash fees (Price) | $48,329 | $50,557 |
| Stock awards (RSUs) (Price) | $32,465 (grant-date fair value) | $33,922 (grant-date fair value) |
| Total (Price) | $80,794 | $84,479 |
Notes: 2023 RSU valuation used closing price $26.33 (May 22, 2023); 2024 RSU valuation used closing price $33.99 (May 28, 2024); RSUs vest after one year under the 2022 Plan .
Board Governance (Committee Specifics)
| Committee | Role | 2024 Activity | Notes |
|---|---|---|---|
| ACER (Audit, Compliance & Enterprise Risk) | Member | 11 meetings | Independent membership; audit firm selection, audit scope/results, internal controls, ERM, regulatory compliance |
| Executive Committee | Member | ≥2 meetings | Delegated Board powers between meetings (except matters reserved by law) |
Say-on-Pay & Shareholder Feedback (Context)
- 2024 say-on-pay support: ~97% of votes cast supported executive compensation decisions; ongoing shareholder engagement reported by FCBC .
- Best practices: Independent consultant usage, clawback policy, no single-trigger CIC cash, no tax gross-ups, no option repricing, rigorous ownership/holding guidelines, anti-hedging .
Summary
Harriet B. Price demonstrates strong independence, attendance, and audit/risk oversight engagement, with director pay balanced between cash and time-vested RSUs and adherence to ownership/anti-hedging policies—supportive signals for investor confidence . Potential governance sensitivity includes the legacy Directors’ SERP defined benefit (frozen for new participants), but no material related-party exposures were identified for 2024, and her beneficial ownership shows no pledging—netting to a low-conflict, audit-savvy independent director profile .