Jack Rossi
About Jack Rossi
Jack Rossi (age 80 as of March 24, 2025) is an independent director of First Guaranty Bancshares, Inc. (FGBI) serving since 2018. A CPA in West Virginia and Virginia with 40+ years in public accounting, he is designated the Audit Committee Chair and the Board’s audit committee financial expert. He currently serves as Executive Vice President – Business Development at Summit Community Bank in West Virginia, and previously was a partner at Arnett & Foster managing its financial institutions practice until retiring in 2013. He holds a B.S. in Administration (accounting concentration) from West Virginia University .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Arnett & Foster (WV accounting firm) | Partner; led financial institutions practice | Through 2013 | Deep bank audit experience; qualified as audit committee financial expert |
| Various banks/public cos (audit work) | Auditor | 40+ years | Expertise in bank/public company audits cited as qualification |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Summit Community Bank (WV) | Executive Vice President – Business Development | Current | Banking executive role alongside FGBI directorship |
| West Virginia Society of CPAs | Past President | Prior | Professional leadership credentials |
| West Virginia Board of Accountancy | Member | Prior | Regulatory/accountancy oversight background |
Board Governance
- Independence: Board determined Rossi is independent under Nasdaq rules; he has no relationships that would interfere with independent judgment .
- Committee assignments: Audit Committee Chair (FGBI), designated audit committee financial expert; also attends FGBI Investment Committee and First Guaranty Bank Board meetings .
- Attendance: All directors attended at least 75% of aggregate Board + committee meetings in 2024; FGBI held 18 Board meetings, Audit Committee met 6 times; all six FGBI directors attended the 2024 annual meeting .
- Board leadership: Chair and CEO roles are separated to enhance independence and oversight .
| Governance Item | 2023 | 2024 |
|---|---|---|
| Audit Committee membership | Rossi (Chair); Hood; Smith | Rossi (Chair); Hood; Smith |
| Audit Committee meetings (count) | 6 | 6 |
| Board meetings (FGBI) | 20 | 18 |
| Independence status | Independent | Independent |
| Annual meeting attendance | 5 of 6 FGBI directors present (2023) | All six FGBI directors present (2024) |
Fixed Compensation
- Structure: Cash meeting fees only (no equity retainer or option/RSU grants disclosed for directors). Reimbursements for travel may be paid. Per-meeting cash rates were disclosed for 2023; 2024 shows totals by director .
| Metric | 2023 | 2024 |
|---|---|---|
| Fees Earned or Paid in Cash ($) | $35,500 | $29,800 |
| All Other Compensation ($) | $1,717 (travel reimbursement) | $0 |
| Total Director Compensation ($) | $37,217 | $29,800 |
Notes:
- 2023 per-meeting rates: $1,000 per board meeting (Company and Bank), $300 per committee meeting (excluding Director Loan Committee), $500 per Director Loan Committee meeting; meetings held monthly and DLC weekly .
Performance Compensation
- None disclosed for directors (no performance-based equity, RSUs, PSUs, or option awards for directors). Director pay comprised cash meeting fees and travel reimbursement, where applicable .
Other Directorships & Interlocks
| Company/Institution | Public Company? | Role | Potential Interlock/Conflict |
|---|---|---|---|
| Summit Community Bank (WV) | No (private bank) | EVP – Business Development | Potential competitive overlap with FGBI’s operating footprint (KY/WV expansion noted at FGBI); Board affirms Rossi’s independence after reviewing relationships |
No other public company directorships are disclosed for Rossi .
Expertise & Qualifications
- CPA (WV, VA); 40+ years auditing banks and public companies; designated audit committee financial expert (Item 407(d)(5) Reg S‑K) .
- Banking industry executive experience (Summit Community Bank) and prior leadership roles in professional organizations (WV Society of CPAs; WV Board of Accountancy) .
- Education: B.S., Administration (Accounting), West Virginia University .
Equity Ownership
| Item | Value | Source/Notes |
|---|---|---|
| Total beneficial ownership (shares) | 5,210 shares | |
| Ownership as % of shares outstanding | ~0.0416% (5,210 / 12,504,717); proxy denotes “* less than one‑tenth of one percent” | |
| Shares outstanding (record date) | 12,504,717 | |
| Pledged shares | None disclosed for Rossi | |
| Ownership guidelines | No formal stock ownership requirements for directors/officers | |
| Hedging policy | No policy prohibiting hedging or offset transactions for directors/employees |
Insider filings:
- No late Section 16 filings disclosed for Rossi in 2023 or 2024; only Hood, Smith, and some officers had late reports (Rossi not cited) .
Governance Assessment
- Strengths: Audit Committee leadership and audit committee financial expert designation enhance credibility of financial oversight; consistent attendance at Board/committee meetings; independent status affirmed under Nasdaq rules .
- Alignment: Personal share ownership is modest (5,210 shares; <0.1%); Company lacks formal director ownership guidelines, reducing mandated alignment signal .
- Compensation structure: Cash-only director fees with no equity-based director compensation or performance link; simple structure but limited pay-for-performance alignment for directors .
- Conflicts and related-party exposure: No related-party transactions disclosed for Rossi. Board-level related-party transactions are material (e.g., 2024 sale-leaseback to a partnership owned by other directors; subordinated notes to director-controlled entities), underscoring the importance of strong audit oversight; Rossi’s role as Audit Chair is a mitigating factor but these transactions elevate governance risk contextually .
- Potential red flags:
- Hedging policy gap (no prohibition) may undermine alignment .
- Absence of formal stock ownership requirements for directors .
- External bank executive role (Summit Community Bank) introduces potential competitive interlock; the Board reviewed and still determined independence, but ongoing monitoring of confidentiality and competitive conflicts is prudent .
Overall implication: Rossi’s audit and banking expertise, independence, and committee leadership support board effectiveness at FGBI. The broader board’s related-party environment and lack of hedging/ownership policies are governance risks; Rossi’s position as Audit Chair is central to investor confidence in oversight of these areas .