Richard S. Johnson
About Richard S. Johnson
Independent director of First Community Bankshares, Inc. (FCBC); chairs the Audit, Compliance, and Enterprise Risk Committee (ACER) and is designated the audit committee financial expert. Johnson is Chairman (since 2010) and President/CEO (since 2002) of The Wilton Companies, with prior roles as President of Southern Financial Corp. of Virginia (1985–2002) and Chairman of Southern Title Insurance Corporation (1980–1985). He holds a B.S. in Business Administration from the University of Richmond (1973) and an M.S. from Virginia Commonwealth University (1977) with concentrations in real estate and urban land development; the Board classifies him as independent under NASDAQ and SEC standards and he was re‑elected to FCBC’s Class of 2028 in 2025 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| The Wilton Companies | Chairman | 2010–present | Oversight of real estate investment/development operations |
| The Wilton Companies | President & CEO | 2002–present | Long-range planning, mortgage underwriting/servicing expertise |
| Southern Financial Corp. of Virginia | President | 1985–2002 | Led banking operations and M&A experience |
| Southern Title Insurance Corporation | Chairman of the Board | 1980–1985 | Governance oversight |
| City of Richmond Economic Development Authority | Chair (prior) | Not disclosed | Chaired authority driving economic development initiatives |
| Apartment Trust of America | Director; Audit Committee member (prior) | Not disclosed | Audit oversight experience |
| Ducks Unlimited, Inc. | Finance & Audit Subcommittee; Assistant Treasurer (prior) | Not disclosed | Financial oversight/controls in nonprofit context |
| Ducks Unlimited Canada | Director (prior) | Not disclosed | Governance oversight |
External Roles
| Organization | Role | Status |
|---|---|---|
| First Community Bankshares, Inc. | Director | Current |
| First Community Bank (subsidiary) | Director | Current |
| The Wilton Companies, Inc. | Director | Current |
| The Wilton Companies, LLC | Director | Current |
| American Civil War Museum | Director | Current |
| Ducks Unlimited, Inc. | Director Emeritus | Current (emeritus) |
| University of Richmond | Emeritus Trustee | Current (emeritus) |
Board Governance
- Independence: Board determined Johnson is independent; all ACER and Compensation & Retirement Committee (CRC) members meet heightened independence requirements .
- Committees: ACER (Chair and audit committee financial expert), CRC (member), Executive Committee (member). ACER met 11 times in 2024; CRC met 6 times; Executive Committee met at least 2 times .
- Attendance: In 2024 the Board held nine regular and two special meetings; no director attended fewer than 75% of Board/committee meetings; all directors attended the 2024 Annual Meeting .
- Board leadership: CEO also serves as Chair; a Lead Independent Director (Elmore) is appointed, with independent director executive sessions held twice in 2024 .
| Committee | Role | Members (incl. Johnson) | 2024 Meetings |
|---|---|---|---|
| ACER | Chair; Audit Committee Financial Expert | Johnson (Chair, Financial Expert), Elmore, Price, Sarver, Taylor | 11 |
| CRC | Member | Davis (Chair), Johnson, Elmore | 6 |
| Executive Committee | Member | Stafford (Chair), Davis, Elmore, Johnson, Mills, Price, Sarver, Taylor | ≥2 |
Fixed Compensation
| Component (2024) | Amount | Notes |
|---|---|---|
| Fees Earned or Paid in Cash | $80,003 | Board and committee fees |
| Stock Awards (RSUs) | $33,922 | Granted May 29, 2024; vest in 1 year; grant-date fair value per FASB ASC 718; valued using $33.99 closing price on May 28, 2024 |
| Option Awards | $0 | None for directors in 2024 |
| Non-Equity Incentive Plan Compensation | $0 | Not applicable to directors |
| Nonqualified Deferred Compensation Earnings | $0 | No amounts reported for 2024 (SERP actuarial value decreased) |
| All Other Compensation | $0 | None |
| Total | $113,925 | Sum of cash and stock awards |
Director Compensation Program Terms (2024):
- Board annual cash retainer: $33,541; RSUs equal to annual cash retainer; RSUs vest after 1 year .
- ACER member retainer: $11,365; Chair additional $14,206; Financial Expert additional $7,389 .
- CRC and GNC member retainers: $2,826; Chair additional $2,826 .
- Directors may defer cash fees into a non-qualified plan; no preferential earnings .
- Directors’ SERP: Annual retirement benefit equals 100% of highest consecutive 3-year average director compensation, payable for 10 years starting at age 70 or separation; frozen to new participants in 2021; includes split-dollar life insurance endorsement (80% of death benefit to beneficiaries after recovery of cash surrender value) .
Performance Compensation
| Equity Award Design | Grant Date | Vesting | Valuation Basis | Performance Metrics |
|---|---|---|---|---|
| Restricted Stock Units (RSUs) | May 29, 2024 | Time-based; 1-year cliff | Grant-date fair value per ASC 718; $33.99 closing price on May 28, 2024 used for valuation | None disclosed for directors; RSU amount equals annual Board cash retainer (alignment, not performance) |
Other Directorships & Interlocks
- No FCBC disclosure of excessive outside boards; Board states no director serves on an excessive number of outside boards .
- Current roles at The Wilton Companies are in real estate; FCBC discloses routine related-person loans/deposits occur at market terms and did not involve higher risk; no Related Party Transactions above $120,000 in 2024 .
Expertise & Qualifications
- Financial and audit expertise: ACER Chair and audit committee financial expert designation .
- Deep banking and financial services experience (mortgage underwriting/servicing, planning, M&A) from leadership roles at Southern Financial and Southern Title; governance experience across nonprofit and prior REIT/apartment trust boards .
Equity Ownership
| Holder | Shares Beneficially Owned | Ownership Details | % of Common Stock |
|---|---|---|---|
| Richard S. Johnson (as of Feb 25, 2025) | 61,791 | Includes 26,550 shares jointly with spouse; 3,958 shares issuable upon exercise of currently exercisable options (2012 Plan); 5,500 shares pledged as security | * (less than 1%) |
- Stock Ownership Guidelines: Directors/officers must hold all shares from equity awards until in compliance with guidelines; as of Dec 31, 2024, officers/directors were in compliance or making satisfactory progress toward guideline levels; no fixed timeline to achieve .
- Anti-hedging and margin restrictions apply to directors (no short sales, derivatives, options/warrants trading, or margin accounts) .
Say‑on‑Pay & Annual Meeting Signals
| Item | 2024 Vote Result | 2025 Vote Result |
|---|---|---|
| Say‑on‑Pay | For: 11,066,203; Against: 177,872; Abstain: 87,841; Broker non‑votes: 3,123,246 | For: 10,984,137; Against: 275,111; Abstain: 51,707; Broker non‑votes: 2,842,922 |
| Director Election – Richard S. Johnson | N/A (not up for election) | For: 10,851,661; Withheld: 459,294; Broker non‑votes: N/A |
| Auditor Ratification (Crowe LLP) | For: 13,919,664; Against: 487,728; Abstain: 47,770 | For: 13,638,130; Against: 487,294; Abstain: 28,453 |
Insider Trades
| Item | Disclosure |
|---|---|
| Section 16(a) filings (Forms 3/4/5) | Company states all required filings for directors/officers were properly and timely completed in 2024 |
Related‑Party Transactions & Conflict Review
- FCBC reports no Related Party Transactions exceeding $120,000 in 2024; routine loans/deposits with related persons occurred at standard market terms and did not pose higher collectability risk; insider loans compliant with banking regulations and exempt from Sarbanes‑Oxley insider loan prohibitions .
- Quarterly GNC reviews of significant related-person transactions; formal procedures for disclosure and approval are in place .
Compensation Committee & Peer Practices
- CRC membership (independent): Davis (Chair), Johnson, Elmore; committee held 6 meetings in 2024 .
- CRC interlocks: None; no FCBC executives serving on other companies’ compensation committees or vice versa .
- Director pay review: Aon engaged in 2024 to assess competitiveness; changes made to amounts but not structure (Board fees split 50% cash/50% equity; committee fees cash) .
Governance Assessment
-
Positives:
- Independent director with significant audit/financial oversight; ACER Chair and designated audit committee financial expert; robust ACER activity (11 meetings) .
- Strong attendance standards met; full Annual Meeting attendance; independent director executive sessions held .
- Clear ownership alignment via RSU grants tied to board retainer and stringent Stock Ownership Guidelines; anti‑hedging policy in force .
- High shareholder support for executive pay and for Johnson’s re‑election (10.85M votes for vs. 0.46M withheld in 2025) .
- Formal related‑party review process; no material related‑party transactions in 2024 .
-
RED FLAGS / Watch items:
- Shares pledged: Johnson has 5,500 FCBC shares pledged as collateral (potential misalignment/forced sale risk in stress scenarios) .
- Combined CEO/Chair structure persists (mitigated by Lead Independent Director, but still a governance sensitivity for some investors) .
- Director SERP provides generous benefits (100% of highest consecutive 3‑year average director compensation for 10 years), which may be viewed as less performance‑linked, though frozen to new participants in 2021 .
-
Overall: Johnson’s audit leadership and independence support board effectiveness and investor confidence; pledged shares warrant ongoing monitoring for alignment risk. High vote support and structured compensation with equity components indicate favorable investor sentiment and alignment mechanisms .