Donald H. Mowery
About Donald H. Mowery
Independent director since 2006 (Class C; current term expires 2027), age 73. Former third‑generation owner/CEO of R. S. Mowery & Sons, Inc. (regional construction contractor; sold in 2017); sole member of D H Mowery Investments, LLC (equities and real estate partnerships); former managing partner of RSM Associates, LP (real estate development; recently dissolved). B.S. in Civil Engineering (Drexel University, 1974); completed post‑baccalaureate studies in engineering/construction management (Penn State); retired Registered Professional Engineer .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| R. S. Mowery & Sons, Inc. | Owner and CEO (third generation) | Sold in 2017 | Regional construction; family business leadership and industry expertise brought to FRAF board |
| RSM Associates, LP | Managing Partner | Recently dissolved | Real estate development, leasing and management of business centers/industrial parks |
| D H Mowery Investments, LLC | Sole Member | Ongoing | Invests in equities and real estate partnerships |
External Roles
| Organization | Role | Type | Notes |
|---|---|---|---|
| — | — | Public company board | No other public company directorships disclosed in proxy |
| D H Mowery Investments, LLC | Sole Member | Private investment | Equities/real estate partnerships |
Board Governance
- Independence: Determined independent under Nasdaq rules (non‑management director) .
- Committee assignments: Chair, Enterprise Risk; Member, Executive; Member, Nominating & Corporate Governance; Member, Audit .
- Board structure: Independent Chairman; committees include Audit, Compensation & Personnel, Nominating & Corporate Governance, Asset‑Liability, Strategic Initiative, Enterprise Risk Management, Executive, and Trust; independent chairs for each .
- Attendance: In 2024, board/committee met 60 times (22 board, 38 committee); all directors attended ≥75% of meetings and the annual meeting; same disclosure for 2023 (58 total; 21 board, 37 committee) .
- Executive sessions: Independent directors meet at least quarterly in executive session per Corporate Governance Guidelines .
- Tenure/retirement policy: Mandatory retirement upon reaching age 76; CG Guidelines preclude nomination if ≥75 at time of election .
Fixed Compensation
| Component | 2023 | 2024 |
|---|---|---|
| Board Chair Annual Retainer (cash) | $50,000 | $52,500 |
| Vice Chair Annual Retainer (cash) | — | $13,125 |
| Annual Board Retainer – Franklin Financial | $18,000 | $19,000 |
| Annual Board Retainer – F&M Trust | $22,000 | $23,000 |
| Audit Committee Chair Retainer | $9,000 | $10,000 |
| Other Committee Chair Retainer | $4,500 | $5,000 |
| Franklin Financial Meeting Fee | $1,000 | $10,000 |
| Committee Meeting Fee (FF or F&M Trust) | $750 | $750 |
| Director | Year | Fees Earned or Paid in Cash ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|---|
| Donald H. Mowery | 2023 | 62,750 | 9,750 | 72,500 |
| Donald H. Mowery | 2024 | 63,500 | 13,060 | 76,560 |
Stock awards reflect compensation expense under ASC 718 for restricted stock granted to directors . Directors may elect to receive a portion of retainers in stock; a deferral plan is available for F&M Trust director fees .
Performance Compensation
| Performance Criterion | Weight | Threshold | Target | Outstanding |
|---|---|---|---|---|
| Net Income vs Budget | 40% | 95%–99% of budget | 100%–110% of budget | >110% of budget |
| ROE Peer Performance | 60% | 95%–99% of peer median | 100%–110% of peer median | >110% of peer median |
| Position | Shares Available (Threshold) | Shares Available (Target) | Shares Available (Outstanding) | Shares Awarded Per Director |
|---|---|---|---|---|
| Board Chair | 330 | 660 | 1,000 | 1,000 (2024 awards based on 2023 performance) |
| Committee Chairs | 165 | 330 | 500 | 3,000 (2024 awards based on 2023 performance) |
| Directors | 100 | 200 | 300 | 900 (2024 awards based on 2023 performance) |
- 2024 grants (for 2023 performance): Corporation achieved Outstanding on both criteria; Board received 4,900 restricted shares; one‑year vesting; awards made in Q1 after results finalized; Mowery (as a Committee Chair) eligible for 3,000 restricted shares vesting in one year .
- 2023 grants (for 2022 performance): Outstanding on net income; ROE criterion not met; per‑director awards: Board Chair 600; Committee Chairs 300; Directors 180; one‑year vesting .
Other Directorships & Interlocks
| Company | Role | Committee Roles | Interlocks/Conflicts |
|---|---|---|---|
| — | — | — | No other public company boards disclosed; no interlocks identified in proxy |
Expertise & Qualifications
- Civil engineering and construction management education; retired Registered Professional Engineer .
- 55+ years in construction and real estate development, with family business leadership and local market presence valued by the Board .
Equity Ownership
| Metric | 12/31/2023 | 12/31/2024 |
|---|---|---|
| Beneficially Owned Shares | 53,511 | 53,811 |
| Restricted Stock (Unvested) | 300 | 500 |
| Stock Options | — | — |
| Total (Beneficial + RS/Options) | 53,811 | 54,311 |
| Ownership as % of Shares Outstanding | 1.23% | 1.24% |
| Notes | All shares held by an entity controlled by Mr. Mowery | All shares held by an entity controlled by Mr. Mowery |
Outstanding shares: 4,392,057 (3/4/2024) ; 4,440,442 (3/10/2025) .
Insider Trades
| Item | 2024 Disclosure |
|---|---|
| Late Form 4 filings | Two late filings reported (Kerlin and COO Carroll); none reported for Mowery |
| Anti‑hedging/pledging policy | Board has not adopted a hedging policy; Insider Trading Policy exists and is posted; no explicit pledging policy disclosed in proxy |
Governance Assessment
- Board effectiveness: Mowery chairs Enterprise Risk and sits on Audit, Executive, and Nominating & Corporate Governance—broad oversight footprint across risk, controls, and director selection. Attendance disclosure indicates acceptable engagement (≥75% and annual meeting attended) .
- Alignment: Material personal ownership (~1.24% of outstanding) through a controlled entity aligns interests; annual restricted stock awards to directors are performance‑based (Net Income vs Budget and ROE vs peers) with one‑year vesting .
- Conflicts/related‑party exposure: Proxy notes director/officer loans occur in ordinary course on market terms and are subject to Audit Committee/Board review and Regulation O; no specific related‑party transactions or adverse loan classifications disclosed for Mowery .
- Independence and governance practices: Independent director; independent committee leadership; independent chairman; quarterly executive sessions; use of independent compensation consultant (PRJ Consulting; $53k paid in 2024) supports process rigor for pay .
- Risk indicators and potential red flags:
- Board has not adopted a hedging policy; lack of explicit pledging prohibition may be viewed as a governance gap versus best practice, though Insider Trading Policy is in place .
- Retirement policy (mandatory at 76; nomination restriction at ≥75) implies finite runway for long‑tenured directors; succession planning is pertinent, but no immediate concern given current term status .
- No evidence of low attendance, pay anomalies, option repricings, or related‑party conflicts in the proxy for Mowery .
Overall signal: As Enterprise Risk chair and Audit committee member with substantial aligned ownership and consistent attendance, Mowery contributes positively to board oversight and investor confidence; governance policies and performance‑linked director equity strengthen alignment, with the primary watchpoint being the absence of a formal hedging policy .