Gregory I. Snook
About Gregory I. Snook
Independent director of Franklin Financial Services Corp. (FRAF) since 2022; age 67. Background includes leadership in economic development and philanthropy, with education at Hagerstown Community College and graduation from Leadership Maryland. Current FRAF committee assignments: Compensation and Personnel, and Trust; he is not a committee chair. Biography signals governance experience from public service and nonprofit boards in Washington County, MD.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Washington County, Maryland | President, Board of County Commissioners | 1990–2006 | County leadership; governance experience valued by FRAF Board |
| Meritus Medical Center | Chairman, Board of Trustees (prior) | Not disclosed | Health system board leadership |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Washington County Industrial Foundation (CHIEF) | President & CEO | Since 2011 | Real estate development for economic and community development |
| Alice Virginia and David W. Fletcher Foundation | Executive Director | Not disclosed | Charitable foundation leadership |
| Hagerstown Community College | Board of Trustees member | Since 2007 | Higher education governance |
| Washington County Chamber of Commerce | Member | Not disclosed | Business community engagement |
| Meritus Medical School of Osteopathic Medicine | Board service (current) | Not disclosed | Healthcare education board service |
Board Governance
- Independence: The Board determined all directors other than the CEO and President are independent under Nasdaq rules; Snook is independent.
- Committees: Snook serves on Compensation and Personnel, and Trust; not a chair. Compensation & Personnel met 6 times in 2024; Trust committee listed but meeting count not separately disclosed.
- Attendance: In 2024, Boards met 22 times and committees 38 times; all directors attended at least 75% of aggregate meetings and the annual meeting.
- Board practices: Independent directors meet at least quarterly in executive session; annual Board and individual director self-assessment led by Nominating & Corporate Governance Committee.
Fixed Compensation
| Component | 2024 Amount | Notes |
|---|---|---|
| Board Chair Annual Retainer | $52,500 | For Chair |
| Vice Chair Annual Retainer | $13,125 | For Vice Chair |
| Annual Board Retainer – Franklin Financial | $19,000 | For all directors |
| Annual Board Retainer – F&M Trust | $23,000 | For all directors |
| Audit Committee Chair Annual Retainer | $10,000 | Chair premium |
| Committee Chair Annual Retainer | $5,000 | Other committees |
| Franklin Financial Meeting Fee | $10,000 | Appears mis-labeled in proxy line item; included as Board fees table |
| Committee Meeting Fee (Franklin Financial or F&M Trust) | $750 | Per meeting |
| Director | Fees Earned or Paid in Cash | Stock Awards | Total |
|---|---|---|---|
| Gregory I. Snook | $61,250 | $7,836 | $69,086 |
- Deferred compensation plan: F&M Trust director retainers are eligible for voluntary deferral; one director deferred $23,000 in 2024; no deferral specifically disclosed for Snook.
Performance Compensation
| Performance Criteria | Weighting | 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 |
- Outcome and awards: Based on 2023 results, both criteria achieved “Outstanding”; 2024 awards to directors were restricted stock vesting fully in one year. Per-role shares awarded in 2024: Board Chair 1,000; Committee Chairs 3,000; Directors 900; Snook, as a director (not chair), received 900 restricted shares.
- Award governance: Compensation & Personnel Committee reviews plan results and approves awards; timing avoids grants in proximity to 10-K/10-Q filings and material 8-Ks.
Other Directorships & Interlocks
- Public company boards: No other public company directorships disclosed in the proxy biography for Snook.
- Compensation committee interlocks: None in 2024; all Compensation & Personnel Committee members were independent.
Expertise & Qualifications
- Economic development leadership (CHIEF); nonprofit governance (Fletcher Foundation).
- Education/governance in higher education (Hagerstown Community College).
- Prior county executive leadership; health system board chair experience.
- Board views his governance understanding and business acumen as valuable.
Equity Ownership
| Holder | Beneficially Owned Shares | Restricted Stock | Stock Options | Total | Ownership % |
|---|---|---|---|---|---|
| Gregory I. Snook | 5,206 | 300 | 0 | 5,506 | <1% (per footnote) |
- Hedging/Pledging policy: The Board has not adopted a hedging policy for directors, officers, or employees; pledging stance not specified.
Governance Assessment
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Positives:
- Independent director; active on Compensation & Personnel and Trust committees; Compensation committee met six times, indicating engagement.
- Performance-linked annual equity grants to directors with objective metrics (Net Income vs. budget and ROE vs. peer median) and documented “Outstanding” achievement for 2023 results.
- Independent director executive sessions quarterly; annual Board and individual director self-assessments support board effectiveness.
- No compensation committee interlocks; committee retains independent consultant (PRJ Consulting) and paid $53k in 2024, reflecting structured oversight.
-
Alignment and pay mix:
- For Snook, 2024 director compensation was predominantly cash ($61,250) with a smaller equity component ($7,836), total $69,086; mix implies ~89% cash / ~11% equity, with one-year vesting on restricted shares (900).
-
Conflicts/related-party:
- Related-person transactions (primarily banking relationships) are reviewed under governance policy; loans to directors and associated entities in 2024 were at market terms and not problematic; no Snook-specific related-party transaction disclosed.
-
RED FLAGS:
- Absence of an anti-hedging policy may allow hedging that undermines alignment; pledging policy not specified.
- Individual director attendance percentages are not disclosed; only aggregate compliance (≥75%), limiting granular oversight of attendance.
-
Overall: Snook presents as an independent, community-anchored director with governance experience and measured committee engagement. Equity awards are modest and short-vesting; while performance criteria are clear, the lack of a hedging policy is a notable governance gap that could affect perceived alignment.