David Vernon
About David P. Vernon
Independent director since 2021 (age 58). Vernon is President/Owner of Vernon Family Funeral Homes and Set-In-Stone Monuments with seven locations in Champaign and Miami Counties, Ohio; previously a director of Perpetual Federal Savings Bank of Urbana prior to its acquisition by FMAO in Oct 2021, when he joined FMAO’s board . Education: Associate’s Degree in Applied Sciences (Wright State University, 1987) and Bachelor’s in Mortuary Science (Cincinnati College of Mortuary Science, 1988) . He serves on FMAO’s Audit and Compensation Committees and is classified as independent under Nasdaq rules; he attended 100% of board and committee meetings in 2024 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Perpetual Federal Savings Bank of Urbana | Director (former) | Prior to 10-01-2021; joined FMAO board upon acquisition | Not disclosed; facilitated continuity post-acquisition |
| Vernon Family Funeral Homes & Set-In-Stone Monuments | Owner, Licensed Funeral Director & Embalmer | 2002–present; acquisitions in 2002 (Mechanicsburg, North Lewisburg), 2003 (Urbana), 2023 (St. Paris, Fletcher) | Small-business operations leadership across seven locations |
External Roles
| Organization | Role | Status/Tenure |
|---|---|---|
| Champaign County Board of Health | President | Current |
| Champaign Memorial Foundation | Board Member | Current |
| Maple Grove Cemetery Board | Board Member | Current |
| Mechanicsburg Lodge #113 F.&A.M. | Member | Current |
Board Governance
- Committees: Audit (Member), Compensation (Member). Audit chaired by Lori A. Johnston; Compensation chaired by Kevin J. Sauder .
- Independence: Board determined all directors are independent except CEO Lars B. Eller and former bank executive Andrew J. Briggs; Vernon is independent .
- Attendance: 100% of board and committee meetings in 2024 by each director, including Vernon .
- Public company interlocks: Board states no member serves on the board of any other SEC-registered company (reducing interlocks/conflicts) .
- Compensation committee interlocks: Compensation Committee (Sauder, Latta, Vernon) disclosed no interlocks or relationships requiring Item 404 disclosure .
Fixed Compensation
| Component | 2024 Amount | Notes |
|---|---|---|
| Cash Retainer | $50,000 | Non-chair director retainer effective 01-01-2024 |
| Equity Grant (Unrestricted Common Shares) | $15,007 | Granted as non-employee director equity; shares awarded immediately preceding first Thursday in June 2024 (pro-rated if applicable) |
| Meeting Fees | Included in retainer | Full compensation regardless of in-person/virtual attendance |
| Travel Reimbursement | Reimbursed for out-of-pocket travel if residing >60 miles from corporate office | Policy applies to all directors |
Performance Compensation
| Performance Metric | Target/Formula | 2024 Outcome | Notes |
|---|---|---|---|
| None applicable for non-employee directors | N/A | N/A | Director pay consists of cash retainer and an annual equity grant; no performance-based director metrics disclosed |
Other Directorships & Interlocks
- Current public company boards: None (board indicates no director serves on other SEC-registered company boards) .
- Prior public/private boards: Perpetual Federal Savings Bank of Urbana (prior to acquisition; not disclosed as SEC-registered) .
- Shared directorships with competitors/suppliers/customers: Not disclosed.
- Committee roles at other companies: Not disclosed.
Expertise & Qualifications
- Small business operating expertise (multi-location funeral services/monuments) .
- Community and public health governance experience (County Board of Health President) .
- Governance contributions noted in FMAO proxy: business management and small-business operations insight for Champaign County footprint .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | Ownership Detail | Pledging/Hedging |
|---|---|---|---|---|
| David P. Vernon | 46,635 | 0.340% | 5,662 shares individually; 40,973 jointly with spouse | No pledging disclosed; company has not adopted an anti-hedging policy for insiders (red flag) |
Governance Assessment
- Strengths: Independent director; dual membership on Audit and Compensation Committees; 100% attendance; meaningful personal stake (0.34% of shares), aligning interests; no public-company interlocks; no related-party transactions beyond ordinary-course banking disclosed; Compensation Committee discloses no interlocks .
- Compensation alignment: Simple, modest director pay structure (cash retainer + small equity grant), consistent with peer benchmarking overseen by the Compensation Committee and informed by an independent advisor .
- Risk/RED FLAGS:
- Absence of a formal anti-hedging policy for directors/employees (company states no practice/policies regarding hedging), which is below best-practice standards and can undermine alignment if hedging were used .
- Related-party transactions policy relies on Audit Committee pre-approval; 2024 disclosures indicate only ordinary-course banking transactions on market terms (no unfavorable features), reducing conflict risk .
- Section 16 compliance: Company reported late Form 4 filings for certain executives (Eller, Britenriker, Gerken); no late filings noted for Vernon .
- Shareholder oversight signals: Annual Say-on-Pay vote continued; 2024 vote showed “significant level of support,” with 2025 Say-on-Pay again scheduled—indicating constructive shareholder engagement on compensation .
RED FLAG: Company’s explicit statement that it has not adopted anti-hedging policies for insiders; investors typically prefer prohibitions on hedging/pledging to ensure alignment with long-term shareholder value .