Samuel L. Elmore
About Samuel L. Elmore
Samuel L. “Sam” Elmore (age 78) is Vice Chairman and Lead Independent Director of First Community Bankshares, Inc. and its banking subsidiary; he has served on the FCBC board since 2013. He holds a B.S. in Business Management and Marketing (1970, University of Charleston) and has 40+ years in community banking, including former EVP & Chief Credit Officer of First Community Bank; prior CEO/President roles at multiple West Virginia banks underscore deep credit and risk oversight expertise. As Lead Independent Director, he chairs independent director sessions and leads the bank’s Asset/Liability Management Committee (ALCO), positioning him at the center of risk and capital oversight. His qualifications include extensive M&A experience and senior roles spanning CEO, COO, CFO, and Chief Credit Officer.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| First Community Bank (subsidiary) | Former EVP & Chief Credit Officer | — | Senior credit/risk leadership |
| Citizens Southern Bank (Beckley, WV) | President | — | Bank leadership |
| Charleston National Bank (Charleston, WV) | President & CEO | — | Bank leadership |
| Key Centurion Bancshares (Huntington, WV) | Vice President | — | Corporate banking |
| Beckley National Bank (Beckley, WV) | President & COO | — | Bank leadership |
| U.S. Army | Service member | 1964–1967 | Military service |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| United Way of Beckley | Director (prior) | — | Community non-profit board service |
| Beckley Area Foundation | Director (prior) | — | Community foundation |
| Raleigh General Hospital | Director (prior) | — | Community hospital board |
| Raleigh County Community Action | Director (prior) | — | Community service |
| Pinecrest Development Corporation | Director (prior) | — | Community/economic dev. |
| Raleigh County Commission on Aging | Director (prior) | — | Community service |
| Virginia’s Automated Clearing House Association | Director (prior) | — | Payments/governance |
Board Governance
| Governance Element | Status / Detail |
|---|---|
| Independence | Board determined Mr. Elmore is independent under NASDAQ/SEC standards |
| Board leadership | Vice Chairman and Lead Independent Director; chairs independent director meetings; leads ALCO process; serves as shareholder-focused counterweight to combined CEO/Chair structure |
| Committees (FCBC) | ACER (Audit, Compliance & Enterprise Risk) – Member; 11 meetings in 2024 . Compensation & Retirement Committee (CRC) – Member; 6 meetings in 2024 . Executive Committee – Member; met at least 2 times in 2024 . |
| Independent sessions | Non-management directors met in executive session twice in 2024 (Elmore chairs as LID) |
| Attendance | 2024 Board: 9 regular + 2 special meetings; no director attended fewer than 75% of Board/committee meetings; all directors attended 2024 Annual Meeting |
Fixed Compensation (Director)
Program structure (non-management directors, 2024):
- Board cash retainer: $33,541 (paid quarterly); committee fees in cash; equity award granted equal to Board cash retainer and vests after one year .
- Committee fees (examples): ACER member $11,365; ACER Chair +$14,206; ACER Financial Expert +$7,389; GNC member $2,826 (+$2,826 Chair); CRC member $2,826 (+$2,826 Chair) .
Mr. Elmore’s 2024 actual director compensation:
| Component | Amount (USD) | Notes |
|---|---|---|
| Fees earned/paid in cash | 87,463 | Board and committee fees |
| Stock awards (RSUs) – fair value | 33,922 | Annual grant equal to Board retainer; one-year vest |
| Option awards | — | None for 2024 director grants |
| Non-equity incentive comp | — | Not applicable to directors |
| Change in pension value/NQDC earnings | — | 2024 change decreased; reported as $0 per SEC rules |
| All other compensation | — | None reported for directors |
| Total | 121,385 | Sum of cash + RSUs |
Performance Compensation (Director Equity)
Directors receive time-based RSUs (no performance metrics); grants vest one year from grant date. 2024 grants were made May 29, 2024, valued at the prior-day close of $33.99 for fair value measurement. Mr. Elmore’s grant fair value was $33,922.
| Grant Date | Instrument | Fair Value (USD) | Vesting | Performance Metrics |
|---|---|---|---|---|
| 2024-05-29 | RSUs (Director) | 33,922 | Time-based; 1-year cliff | None (time-based; no KPIs) |
Note: Executive equity for NEOs is performance-based PRSUs; this does not apply to director equity.
Other Directorships & Interlocks
- Other U.S. public company directorships: None disclosed for Mr. Elmore in the proxy (biography lists extensive community/non-profit boards).
- Compensation committee interlocks: None; CRC members (including Elmore) were not employees and no interlocks/insider participation disclosed.
Expertise & Qualifications
- 40+ years in community banking; roles spanning auditor, CFO, COO, CEO, and Chief Credit Officer; prior M&A experience.
- Education: B.S. in Business Management & Marketing, University of Charleston (1970).
- Governance/leadership: Vice Chairman; Lead Independent Director; asset-liability oversight (ALCO) leader; ACER and CRC member.
Equity Ownership
| Item | Detail |
|---|---|
| Beneficial ownership (as of Feb 25, 2025) | 21,896 shares; includes 3,958 options currently exercisable (less than 1% of shares outstanding) |
| Pledged shares | None disclosed for Mr. Elmore (contrast: pledges disclosed for other directors) |
| Ownership guidelines | Directors subject to stock ownership and holding guidelines; as of Dec 31, 2024, all directors/officers in compliance or making satisfactory progress toward guidelines |
| Anti-hedging/shorting/margin | Policy prohibits short sales, trading in derivatives on company stock, and holding securities in margin accounts; hedging discouraged and requires pre-approval |
Governance Assessment
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Strengths
- Independent Vice Chair and Lead Independent Director role centralizes independent oversight; LID chairs executive sessions and leads ALCO, counterbalancing combined CEO/Chair structure.
- Active risk and pay oversight: Member of ACER (11 meetings in 2024) and CRC (6 meetings in 2024); both committees comprised solely of independent directors; no interlocks.
- Engagement/attendance: No director below 75% meeting attendance; two independent-only sessions; full Annual Meeting attendance.
- Shareholder alignment signals: Director equity grants; stock ownership guidelines; anti-hedging/short/margin restrictions; all directors/officers in compliance with guidelines.
- Say-on-pay support at 97% in 2024; CRC uses independent consultant (Aon) and peer benchmarking—positive for compensation governance (relevant to Elmore’s CRC role).
-
Risks/Watch items
- Combined CEO/Chair structure (mitigated by Elmore’s robust LID mandate and ALCO leadership).
- Director pledging is not categorically banned; pledges appear for other directors (not Elmore), which can be a governance red flag at the board level.
- Directors’ SERP exists (frozen to new participants since 12/31/2021) and has change-of-control protections—common in community banks but can be viewed as shareholder-unfriendly by some investors.
-
Related-party and compliance
- No related-party transactions requiring disclosure in 2024; insider loans (where applicable) on market terms and compliant with banking regulations.
- Section 16(a) compliance: all director and officer filings timely in 2024.
RED FLAGS: Board-level share pledging (not involving Elmore) persists; monitor for any expansion or exceptions given anti-hedging/margin restrictions. Combined CEO/Chair remains a structural risk, though the LID role (held by Elmore) is a strong mitigating feature.