HelenBeth G. Vilcek
About HelenBeth G. Vilcek
Independent director since 2020; age 67. Owner of Garofalo Real Estate (property management, Easton, PA). Serves on the board and chairs the audit committee at Bank of Bird‑in‑Hand; original investor with former Premier Bank; past Grand Matron of the Order of Eastern Star (PA). FDBC confirms Nasdaq independence and strong attendance (≥90%) across board and committee meetings .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Garofalo Real Estate (Easton, PA) | Owner | Not disclosed | Property management leadership |
| Bank of Bird‑in‑Hand | Director; Audit Committee Chair | Not disclosed | Leads audit oversight at another PA community bank |
| Order of Eastern Star (PA) | Past Grand Matron | Not disclosed | Community leadership |
| Premier Bank (former) | Original investor | Not disclosed | Banking investment involvement |
External Roles
| Company/Institution | Role | Committee Positions | Sector/Notes |
|---|---|---|---|
| Bank of Bird‑in‑Hand | Director | Audit Committee Chair | Pennsylvania community bank; governance/audit leadership |
Board Governance
- Independence: Independent under Nasdaq; no other transactions/relationships identified by the board .
- Attendance: All directors attended ≥90% of board and committee meetings; eight of nine attended 2024 annual meeting; all anticipated attending 2025 . All directors attended the 2023 annual meeting .
- FDBC Committees (Company and Bank):
- Audit Committee (Company): member; met 5 times in 2024 .
- Governance Committee (Company): member; met 4 times in 2024 .
- Nominating (Company): all independent directors participate; no separate standing committee .
- Bank committees: ALCO, Loan, Risk Management, Trust/Investment; see composition table; 2024 meetings: ALCO 4, Loan 22, Risk Mgmt 2, Trust/Invest 4 .
- Board structure: Separate Chair and CEO; 9 directors; majority independent .
Fixed Compensation
| Year | Cash Retainer and Fees ($) | Notes |
|---|---|---|
| 2024 | 73,000 | Includes $38,000 director bonus paid in Q1 2025; bank pays $8,750 per quarter to non‑employee directors; additional fees apply to Chair and Audit Chair (she is not Audit Chair at FDBC) . |
| 2023 | 63,000 | Includes $28,000 director bonus paid in Q1 2024; same quarterly fee structure . |
Performance Compensation
| Year | Grant Date | Shares (#) | Grant Date Fair Value ($) | Vesting Schedule | Shares Not Vested (#) |
|---|---|---|---|---|---|
| 2024 | Feb 2024 | 1,250 | 58,700 | 33⅓% per year over 3 years, ending Feb 2027 | 3,184 |
| 2023 | Feb 2023 | 2,000 | 98,860 | 33⅓% per year over 3 years, ending Feb 2026 | 3,617 |
Notes:
- Director equity grants are time‑based RSUs from the 2022 Omnibus Plan; no disclosed performance metrics tied to director equity awards .
Other Directorships & Interlocks
| Company | Role | Committee Roles | Potential Interlocks |
|---|---|---|---|
| Bank of Bird‑in‑Hand | Director | Audit Chair | Another PA bank board; FDBC reports no impairing relationships with directors . |
Expertise & Qualifications
- Banking governance and audit oversight (Audit Committee member at FDBC; Audit Chair at Bank of Bird‑in‑Hand) .
- Real estate and property management experience via Garofalo Real Estate .
- Community leadership through Order of Eastern Star .
Equity Ownership
| As‑of Date | Beneficial Ownership (Shares) | % Outstanding | Breakdown |
|---|---|---|---|
| Feb 28, 2025 | 164,884 | 2.82% | 145,498 sole; 15,985 as executrix of estate; 3,401 unvested stock |
| Feb 29, 2024 | 153,482 | 2.64% | 85,302 sole; 64,996 as executrix of estate; 3,184 unvested stock |
- Group insider loans: aggregate insider loans outstanding were ~$9.17M as of Feb 28, 2025 (max ~$10.66M in 2024); loans made on market terms; no unfavorable features reported .
- Pledging/hedging: Board has not adopted a hedging policy; company policy permits hedging/pledging by employees subject to insider trading policy; no director‑specific pledging disclosures for Vilcek .
Governance Assessment
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Strengths:
- Confirmed independence and high meeting attendance; meaningful committee work across audit and governance; multi‑year director RSU grants align interests .
- Material “skin in the game”: 2.82% ownership as of 2025, including unvested shares; increased holdings from 2024 to 2025 .
- No related‑party transactions disclosed involving Vilcek; board concluded independence not impaired for her .
-
Watch items and potential RED FLAGS:
- Absence of a board‑level anti‑hedging policy (directors, officers, employees), and allowance for hedging/pledging under insider trading policy could undermine alignment if used; no pledging disclosed for Vilcek specifically .
- Delinquent Section 16 Form 4 filings for Feb 20, 2024 restricted share grants (including for Vilcek) noted in 2025 proxy—minor compliance lapse but worth monitoring .
- External bank directorship (Audit Chair at Bank of Bird‑in‑Hand) introduces potential competitive interlock risk; FDBC discloses independence remains intact and no impairing relationships, but investors should monitor for cross‑bank conflicts or information flow concerns .
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Compensation mix:
- Balanced cash/equity: $73k cash plus $58.7k RSUs in 2024; $63k cash plus $98.86k RSUs in 2023; grants vest over three years—time‑based alignment without explicit performance hurdles for directors .
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Overall:
- Governance quality appears sound with active audit participation and strong attendance; equity ownership is a positive alignment signal. Key monitoring areas are policy gaps on hedging/pledging and maintaining clear boundaries given external audit chair role at another bank .