Nicholas Varischetti
About Nicholas Varischetti
Nicholas D. Varischetti (age 41) is an independent director of Farmers National Banc Corp. (FMNB) since 2023. He is a partner at Burns White (Pittsburgh), with prior board service at Emclaire Financial Corp. (2015–2022) before its acquisition by FMNB, and roles across private enterprises including Varischetti Holdings, Allegheny Strategy Partners, and Guardian Elder Care Holdings, Inc. He holds a JD (2011, Health Law Certificate), MPA (2008), and BA (2006) from the University of Pittsburgh .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Emclaire Financial Corp. | Director | 2015–2022 | Board service prior to FMNB acquisition |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Burns White (law firm) | Partner | Current | Litigation and business advisory work |
| Varischetti Holdings, LP | Partner | Current | Family-owned businesses (real estate, powder metals, construction equipment dealership, oil & gas field services, waste consulting) |
| Allegheny Strategy Partners | Founding Partner | Current | Privately-held advisory firm |
| Guardian Elder Care Holdings, Inc. | Shareholder & Director | Current | Healthcare provider (>50 nursing facilities, rehab, long-term care pharmacy, home health) |
Board Governance
- Independence: Board affirms Varischetti is an “independent director” under NASDAQ rules .
- Attendance: Board met 10 times in 2024; each incumbent director attended ≥75% of Board/committee meetings, and all directors attended the 2024 Annual Meeting virtually .
- Board leadership: Non-executive independent Chair (Terry A. Moore); risk oversight through Audit, Compensation, Corporate Governance & Nominating, and Enterprise Risk committees .
- Committee memberships (2024):
- Audit Committee (member; 5 meetings in 2024)
- Corporate Governance & Nominating Committee (member; 4 meetings in 2024)
- Election signal: In 2024, shareholders re-elected him as a Class II director (votes for: 18,309,090; withheld: 4,242,967; broker non-votes: 6,356,143) .
| Committee | Role | 2024 Meetings |
|---|---|---|
| Audit | Member | 5 |
| Corporate Governance & Nominating | Member | 4 |
Fixed Compensation
| Year | Cash Retainer ($) | Equity (RSUs grant-date fair value) ($) | RSU Units | Vesting |
|---|---|---|---|---|
| 2024 | 62,500 | 16,580 | 1,384 | Vests at 2025 Annual Meeting |
- Director pay structure: Annual retainer $80,000 (cash $62,500 + RSUs $17,500 target) for non-employee directors; incremental cash retainers for chairs only (he is not a chair) .
Performance Compensation
| Item | Disclosure |
|---|---|
| Performance-based pay for directors | None; director compensation is cash retainer plus time-based RSUs (no performance metrics) |
Other Directorships & Interlocks
| Company | Type | Role | Potential Interlock/Exposure |
|---|---|---|---|
| Emclaire Financial Corp. | Public (NASDAQ: EMCF, before acquisition) | Former Director | Historical banking governance experience |
| Guardian Elder Care Holdings, Inc. | Private | Shareholder & Director | Healthcare sector; potential ordinary-course banking relationships (not disclosed) |
| Varischetti Holdings portfolio | Private | Partner | Diverse industrial/service exposures; potential ordinary-course banking relationships (not disclosed) |
- Related-party oversight: Audit Committee reviews related-party transactions per policy; Board found no non-ordinary course business relationships requiring consideration in 2024, and ordinary-course insider loans were on market terms without unfavorable features .
Expertise & Qualifications
- Legal and advisory background as a partner at Burns White; business ownership and organizational leadership across multiple industries .
- Education: JD (2011, Health Law Certificate), MPA (2008), BA (2006), University of Pittsburgh .
- Board contribution: Corporate Governance & Nominating evaluation cites business, organizational, and advisory expertise .
Equity Ownership
| Holder | Total Beneficial Ownership (Shares) | % of Outstanding | Breakdown |
|---|---|---|---|
| Nicholas D. Varischetti | 153,751 | <1% | 152,367 in the 2011 Irrevocable Trust for Nicholas D. Varischetti; plus 1,384 director RSUs awarded Apr 18, 2024, subject to vesting at 2025 Annual Meeting |
- Ownership policy: Directors must own ≥4.0x annual base retainer within five years; anti-hedging, anti-pledging, and margin/short-sale prohibitions apply .
- Pledging: Prohibited by policy; no pledging disclosed .
- Vested vs unvested: RSUs (1,384) were unvested until 2025 Annual Meeting per grant terms .
Insider Trades (Section 16)
| Date | Filing | Transaction | Security/Units | Notes |
|---|---|---|---|---|
| Feb 9, 2023 | Form 3/A | Initial beneficial ownership | 150,830 shares (Direct) | Amendment corrected initial Form 3 share count |
| Apr 19, 2024 | Form 4 | Acquisition (director equity grant) | RSUs (1,384 units) | Annual director RSU award granted Apr 18, 2024; vests at 2025 Annual Meeting |
Say-on-Pay & Shareholder Feedback
| Year | Approval % | Notes |
|---|---|---|
| 2024 | 84.47% | Advisory vote on NEO compensation approved |
| 2025 | 85.89% | Advisory vote on NEO compensation approved |
Governance Assessment
- Committee effectiveness: Service on Audit and Corporate Governance & Nominating places Varischetti in core oversight roles (financial reporting, related-party review, governance standards), with documented meeting cadence (5 and 4 meetings, respectively) indicating structured engagement .
- Independence and attendance: Board independence affirmed; attendance threshold met, and participation at Annual Meeting noted—a positive signal for engagement .
- Ownership alignment: Beneficial ownership of 153,751 shares including trust holdings plus annual RSUs supports alignment; compliance with 4x retainer ownership guideline is required within five years, but individual compliance status is not disclosed .
- Compensation mix: Standard director mix (cash + time-based RSUs) without performance conditioning; no options or special fees beyond non-chair retainer—neutral governance signal .
- Potential conflicts & related parties: Broad private holdings (industrial, healthcare) and legal practice could create ordinary-course banking relationships; Audit Committee oversight and 2024 disclosure indicate no non-ordinary course related-party transactions or conflicts requiring Item 404 disclosure—low current conflict signal, but ongoing monitoring warranted given sector breadth .
- Shareholder signals: Strong say-on-pay support (84–86%) and re-election vote support in 2024 suggest positive investor confidence in governance .
RED FLAGS to monitor
- Any services by Burns White to FMNB or banking relationships with Varischetti Holdings/Guardian Elder Care beyond ordinary-course terms (none disclosed in 2024) .
- Ownership guideline compliance status (not individually disclosed) .
- Future attendance falling below thresholds (Board currently discloses ≥75% for all incumbents) .