Allen R. Jones Jr.
About Dr. Allen R. Jones Jr.
Independent Class I director of Primis Financial Corp. (FRST) since June 15, 2021; age 61 as of the 2025 proxy. Licensed physical therapist; owner/CEO of Dominion Physical Therapy (founded 1990; six locations in Hampton Roads, VA). Education: University of Connecticut (Physical Therapy, 1987) and Doctor of Physical Therapy, Rocky Mountain University (2014), plus postgraduate certification in Clinical Management of Head/Neck Pain & TMJ Disorders. Prior public service includes Chair, Virginia State Board of Physical Therapy (2017–2018, 2020) and Chair, Virginia Board of Health Professions (2019–2021) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Dominion Physical Therapy | Founder, Owner & CEO | 1990–present | Grew practice to six locations in Hampton Roads; community health engagement |
| Virginia State Board of Physical Therapy | Board Member; Chairman | Appointed 2014; Chairman in 2017–2018 and again Aug 11, 2020 | Regulatory oversight of PT practice standards in Virginia |
| Virginia Board of Health Professions | Chairman | 2019–2021 | Oversight across health professional boards in the Commonwealth |
| Primis Hampton Advisory Board | Chairman | Since 2018 | Local market/community insight for Primis |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Norfolk State University Foundation | Board Member | Not disclosed | University advancement; community ties in FRST markets |
| Old Dominion University School of Physical Therapy & Athletic Training | Board Member | Not disclosed | Academic program advisory; healthcare expertise |
| American Physical Therapy Association | Member | Since 1988 | Professional standards engagement |
Board Governance
- Committee assignments (Company-level): Member, Enterprise Risk Committee (ERC). ERC members changed Mar 20, 2025 to Chair: Deborah B. Diaz; members/ex-officio: John F. Biagas (ex-officio), W. Rand Cook (ex-officio), and Dr. Jones; ERC met 4 times in 2024 . Previously (2023 disclosures) ERC members were Chair: John M. Eggemeyer; members: Deborah B. Diaz, Dr. Jones; Cook ex-officio; ERC met 4 times in 2023 .
- Not listed as a member of the Audit, Corporate Governance, or Compensation Committees in the 2025 proxy (committee rosters enumerated without Dr. Jones) .
- Independence: Board determined all current directors except the CEO (Dennis J. Zember, Jr.) are independent under NASDAQ standards (Dr. Jones is independent). Independent directors hold executive sessions without management .
- Attendance: Board met 11 times in 2024; no director attended less than 75% of Board and applicable committee meetings. All 10 directors attended the 2024 Annual Meeting (Dec 19, 2024) .
- Board classification/refresh: 2025 proxy nominates Dr. Jones (age 61) for re-election as Class I director with term expiring at the 2028 annual meeting. Proposal to declassify the Board presented to shareholders in 2025 .
Committee Membership Snapshot (as of Mar 20, 2025)
| Committee | Member? | Role | 2024 Meetings |
|---|---|---|---|
| Enterprise Risk Committee | Yes | Member (Chair: Deborah B. Diaz) | 4 |
| Audit Committee | No | — | 9 (committee composition listed; excludes Dr. Jones) |
| Compensation Committee | No | — | 7 (committee composition listed; excludes Dr. Jones) |
| Corporate Governance Committee | No | — | 2 (committee composition listed; excludes Dr. Jones) |
Fixed Compensation (Director)
- Director fee structure: Annual cash retainer $30,000; committee chair retainer $2,500; Board meeting fees—Chairman $2,000, non-employee directors $1,000; special Board meetings $1,000; committee meetings $700; reimbursements for travel/food/lodging. Same structure in 2024 and prior years disclosed .
- Stock ownership guidelines (adopted Dec 2022): Directors must own unencumbered shares equal to 100% of average annual Board compensation before their third anniversary as a director .
- Director stock matching program: Bank funds additional share purchases equal to 125% of director’s purchases, up to $25,000 annually (reflected as “All Other Compensation” when used) .
| Metric | 2021 | 2023 | 2024 |
|---|---|---|---|
| Fees Earned or Paid in Cash ($) | 23,400 | 43,800 | 43,800 |
| All Other Compensation ($) | — | 25,000 | — |
| Total ($) | 23,400 | 68,800 | 43,800 |
Notes: “All Other Compensation” reflects value of shares purchased under the stock matching program when utilized .
Performance Compensation (Director)
- No stock awards or option awards were granted to non-employee directors in 2024 or 2023; as of year-end 2024 and 2023, none of the non-employee directors held stock awards .
- No performance metrics (e.g., TSR-based or operational goals) tied to director compensation were disclosed .
Other Directorships & Interlocks
- Other current public company boards: None disclosed in Dr. Jones’s biography (biographies include directorships held in the last five years) .
- Compensation committee interlocks: Company disclosed no compensation committee interlocks for 2022 (structural governance note) .
Expertise & Qualifications
- Healthcare operator and entrepreneur with 30+ years in clinical practice management; brings community connectivity in FRST markets and small-business customer perspective .
- Regulatory governance experience through service and chair roles on Virginia’s Physical Therapy Board and Board of Health Professions, relevant to risk and compliance oversight on the Enterprise Risk Committee .
- Academic and community advisory roles at Norfolk State University Foundation and ODU School of Physical Therapy & Athletic Training .
Equity Ownership
| Metric | 2022 (as of Apr 1, 2022) | 2023 (as of Mar 31, 2023) | 2025 (as of Apr 28, 2025) |
|---|---|---|---|
| Shares Beneficially Owned | 5,844 | 14,055 | 14,055 |
| Percent of Class | <1% (“*” in table) | <1% (“*” in table) | <1% (“*” in table) |
Notes: Footnotes disclose that 4,091 shares are held in a trust for Dr. Jones (included in totals) . Company prohibits hedging, short-selling, and use of company securities as loan collateral; pre-clearance is required for officer/director trades .
Related-Party Transactions, Conflicts, and Policies
- Policy: All related-party transactions (>$120,000) reviewed/approved by the Board; must be on arm’s-length terms or approved by disinterested directors/Compensation Committee .
- Ordinary-course banking relationships: As of Dec 31, 2023, 37 loans outstanding to directors/executives/significant stockholders and their associates, totaling $25.1 million, made on non-preferential terms per regulation; similar disclosures in 2022 (37 loans; $25.5 million) .
- Family employment examples disclosed (not involving Dr. Jones): e.g., relatives of the CCO and CEO; compensation provided consistent with peers .
- Hedging/pledging: Company prohibits hedging, short-selling, margin purchases, or using company stock as collateral; blackout periods and trade pre-approval apply .
Additional Governance Signals (Company context)
- Say-on-Pay: ~94% approval at 2024 Annual Meeting; Compensation Committee interpreted as support for program .
- Compensation consultant: Pearl Meyer engaged for 2024 and 2023; committee assessed independence; no conflicts .
- Auditor changes/restatement oversight: 2025 proxy notes change in independent auditor (Crowe for 2025) and prior restatement of certain 2023 interim financials by Forvis Mazars; Audit Committee composition and financial expert designation disclosed (not specific to Dr. Jones) .
Governance Assessment
- Strengths: Independent director since 2021 with consistent committee engagement on Enterprise Risk; no attendance concerns (Board-wide ≥75% attendance; full annual meeting attendance). Ownership alignment mechanisms include stock ownership guidelines and a director stock matching program; hedging/pledging prohibited .
- Potential monitoring areas: Individual ownership is modest relative to total shares outstanding (<1%); continue to track progress under the stock ownership guideline and participation in the matching program. Related-party loan activity is disclosed in aggregate for directors/executives; monitor for any specific transactions involving Dr. Jones (none identified in proxy) .
- Overall: Profile supports board effectiveness in community market insight and risk oversight, with no disclosed red flags (no related-party issues tied to Dr. Jones, no hedging/pledging, and strong shareholder support on compensation) .