Alan Silverman
About Alan Silverman
Alan Silverman, age 66, is an independent director of Fidelity D & D Bancorp, Inc. (FDBC) and a member of the Bank’s Board since 2020; he is designated by the Board as an “audit committee financial expert.” A Certified Public Accountant for over thirty years, Silverman operates his own firm focused on the healthcare industry and is founder/CEO of PrimeMed P.C., bringing financial and sector expertise to the Board .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| PrimeMed P.C. | Founder & CEO | Not disclosed | Healthcare finance/operator experience |
| Not-for-profit nursing home corporations | President | Not disclosed | Medicaid community service; governance exposure |
| Glen Oak Country Club | Past President | Not disclosed | Community leadership |
External Roles
| Company/Entity | Role | Public Company? | Notes |
|---|---|---|---|
| None disclosed beyond FDBC | — | — | Proxy biography lists healthcare CPA practice and PrimeMed P.C.; no other public company directorships disclosed |
Board Governance
- Independence: Silverman is independent under Nasdaq standards; no other transactions/relationships noted in independence review .
- Committees (Company/Bank): Audit Committee (Company; member, designated financial expert), ALCO (Bank), Loan Application/Loan Committee (Bank), Nominating (Company function performed by all independent directors), Risk Management (Bank) .
- Committee meeting cadence in 2024: Audit (5), ALCO (4), Loan (22), Nominating (0), Risk Management (2) .
- Attendance: All directors attended at least 90% of Board and committee meetings; eight of nine directors attended the 2024 Annual Meeting, with all anticipating attendance in 2025 .
Fixed Compensation
| Component | 2024 Amount | Notes |
|---|---|---|
| Director cash fees | $73,000 | Includes Bank quarterly fees ($8,750 per quarter) and a $38,000 director bonus paid in Q1 2025; Audit Chair/Executive Committee extras apply only to those roles (Silverman is not chair, not Executive Committee) . |
| Total cash (director) | $73,000 | Per Director Compensation Table . |
Performance Compensation
| Equity Grant | Grant Date | Shares (#) | Grant-Date Fair Value ($) | Vesting Terms | Performance Metrics |
|---|---|---|---|---|---|
| Annual restricted stock (director) | Feb 2024 | 1,250 | $58,700 | Vests 33⅓% per year, ends Feb 2027 | None disclosed for directors; time-based only . |
The director equity program is part of the 2022 Omnibus Stock Incentive Plan; directors and employees are eligible for stock options/SSARs/stock awards/restricted stock, but 2024 director awards were restricted stock with time-based vesting .
Other Directorships & Interlocks
| Company | Industry | Role | Interlock/Conflict Potential |
|---|---|---|---|
| None disclosed | — | — | No shared public company boards noted in the proxy biography . |
Expertise & Qualifications
- Audit committee financial expert designation (SEC/Nasdaq definition), enhancing oversight of internal control, audit, and financial reporting .
- CPA for 30+ years; founder/CEO of PrimeMed P.C.; healthcare sector operational and financial expertise .
- Community and non-profit governance experience (nursing homes serving Medicaid community; country club) .
Equity Ownership
| Metric | Amount |
|---|---|
| Total beneficial ownership (shares) | 21,208 |
| Ownership as % of shares outstanding | <1% (less than 1%) |
| Breakdown – Direct | 7,250 shares (sole) |
| Breakdown – Indirect/Joint | 10,557 shares (joint with spouse) |
| Unvested restricted stock | 3,401 shares |
| Options/SSARs | None disclosed for directors in 2024 director compensation disclosures |
| Pledged shares | Not disclosed; Board has no anti-hedging policy for directors, officers, employees |
Insider Trades & Compliance
| Date | Transaction | Filing Status |
|---|---|---|
| Feb 20, 2024 | Grant of restricted shares to directors | Form 4s were delinquent for this grant across directors, including Alan Silverman . |
Governance Assessment
-
Strengths
- Independence affirmed; no related transactions/relationships noted for Silverman in independence review .
- Audit Committee financial expert designation; active service on risk-centric committees (Audit, ALCO, Risk Management, Loan) supports board effectiveness in a regulated bank context .
- High attendance culture (≥90% across directors); robust committee cadence, particularly Loan Committee, indicates engaged oversight .
-
Alignment and incentives
- Balanced director pay mix: cash fees plus annual restricted stock; time-based vesting creates holding period, modest equity exposure for alignment (2024 grant: 1,250 shares; $58,700) .
- Beneficial ownership present but below 1% of shares outstanding; includes unvested restricted stock (3,401 shares) .
-
Watch items / potential red flags
- Delinquent Form 4s for Feb 20, 2024 director grants reflect a compliance lapse; while not financially material, insider reporting timeliness is a governance signal investors monitor .
- Board has not adopted an anti-hedging policy for directors/officers/employees; absence of formal hedging/pledging restrictions may be viewed as a shareholder-alignment risk in some governance frameworks .
- Related-party loans exist in aggregate to insiders/families/associated companies ($9.26M outstanding at 12/31/2024; peaked at $10.66M in 2024), though Silverman had “None” noted for other transactions in independence review; loans are stated as ordinary-course on market terms and within regulatory policies .
Overall: Silverman brings credible financial expertise and healthcare operator experience; his committee portfolio (including Audit as a financial expert) and Board independence underpin governance effectiveness. Investors may view the lack of an anti-hedging policy and the late Form 4 for director grants as minor governance blemishes warranting monitoring, rather than structural conflicts, given the independence affirmations and absence of related-party dealings for Silverman personally .