Ann-Stanton C. Gore
About Ann-Stanton C. Gore
Ann-Stanton C. Gore is Executive Vice President and Chief Marketing Officer of Primis Financial Corp. (FRST) and Primis Bank, serving since September 2021; previously she held senior marketing and corporate communications roles at Ameris Bank from 2014–2021 . She was 38 years old as disclosed in the 2024 proxy and is part of the current executive team listed by the company . In 2024, Primis reported a net loss largely tied to a third‑party originated consumer loan portfolio; in response, the Compensation Committee used discretion to reduce or eliminate annual bonuses, aligning pay realizations with outcomes .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Primis Financial Corp./Primis Bank | EVP & Chief Marketing Officer | Sep 2021–present | Leads marketing and communications for bank growth priorities . |
| Ameris Bank | SVP & Director of Corporate Communications | 2019–2021 | Oversaw corporate communications during brand and growth initiatives . |
| Ameris Bank | SVP & Director of Corporate Marketing | 2018–2019 | Led corporate marketing programs . |
| Ameris Bank | VP & Corporate Marketing Manager | 2014–2018 | Managed corporate marketing functions . |
External Roles
- No public company directorships or external board roles were disclosed in the executive officer biographies or proxy materials reviewed for FRST .
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Base Salary ($) | 259,167 | 273,823 |
| Target Annual Bonus (% of Salary) | 30% | 30% |
| Actual Annual Bonus/Non-Equity Incentive ($) | 0 (Committee eliminated 2023 bonuses) | 34,660 |
| All Other Compensation ($) | 11,596 | 12,612 |
| Total Compensation ($) | 372,762 | 321,095 |
Notes:
- 2023: Committee used discretion to eliminate short‑term incentive payouts despite formulaic achievement implying ~74% of target .
- 2024: Committee discretion reduced payouts; Ms. Gore’s realized payout was ~13% of salary ($34,660) versus a 30% target .
Performance Compensation
Annual Incentive Design and 2024 Results
| Financial Measure (2024) | Weighting | Payout vs Target |
|---|---|---|
| Net Income as % of Budget | 50.0% | 50% |
| Deposit Growth | 16.7% | 121% |
| Gross Loan Growth | 16.7% | 0% |
| Growth in Bank OpEx (YoY) | 16.7% | 150% |
| Individual Target and Outcome (2024) | Value |
|---|---|
| Salary Basis ($) | 275,080 |
| Target Bonus (% of Salary) | 30% |
| Target Bonus ($) | 82,524 |
| Implied Formulaic Payout ($ at 70%) | 57,767 |
| Actual Paid ($) | 34,660 |
| Actual as % of Salary | 13% |
- Committee rationale: net loss and delayed filings in 2024 led to discretionary reductions; CEO bonus eliminated, and CFO reduced further; Ms. Gore received a reduced payout .
Long-Term Equity Incentives (PSUs)
| Grant Date | Award Type | Target Units | Max Units | Vesting | Performance Metric |
|---|---|---|---|---|---|
| 11/16/2023 | Performance Units | 10,000 | 15,000 | Eligible to vest 3/15/2028, subject to performance | 5‑yr Adjusted EPS CAGR (2023–2027) |
Payout curve (EPS CAGR):
- 2023 grant: 0% payout <5%; 50% at 5%; 75% at 6%; 100% at 8%; 150% at 10% CAGR .
Other notes:
- No equity awards were granted in 2024 to NEOs .
- No stock options granted in 2022–2024 .
Equity Ownership & Alignment
| Ownership Metric | Detail |
|---|---|
| Beneficial Ownership (shares) | 7,371 shares (as of April 28, 2025) |
| Ownership % of Outstanding | <1% (proxy notation “*” for under 1%) |
| Noted Components | Includes 1,255 shares held jointly with spouse and 2,000 restricted shares (2017 Plan) |
| 2024 Stock Vested | 600 shares; $6,954 value realized |
| Options Outstanding | None disclosed for 2022–2024 (no grants) |
| Hedging/Pledging | Company prohibits hedging; also restricts buying on margin or using company stock as loan collateral (i.e., pledging) |
| Insider Trading Controls | Pre‑clearance required; blackout periods enforced |
Implications:
- Limited current shareholdings plus long‑dated PSUs (2028 vest) reduce near‑term selling pressure; strict hedging/pledging prohibitions support alignment and reduce leverage‑driven sales risk .
Employment Terms
| Term | Key Provision |
|---|---|
| Agreement Effective Date/Role | Executive employment agreement dated Sep 13, 2021; EVP & CMO |
| Term | Initial two‑year term; auto‑renews for successive two‑year periods unless 60‑day non‑renewal notice |
| Severance (No Cause/Good Reason) | Lump sum equal to 2× (base salary + highest cash bonus from last two completed fiscal years); payable within 60 days |
| Pro Rata Bonus | Pro rata annual bonus based on actual performance for year of termination |
| Benefits Continuation | Company‑paid health insurance for employee and dependents for 18 months |
| Equity Vesting on Qualifying Termination | Unvested restricted stock, options, phantom stock, or other LTIs fully vest on termination without cause/good reason |
| 280G/4999 Treatment | Best‑net approach: reduce to avoid excise tax or pay full amount (executive pays excise), whichever yields better net after‑tax outcome |
| Restrictive Covenants | Confidentiality; non‑compete and non‑solicit for 18 months post‑termination |
| Definitions | Good Reason and Cause defined (reductions in authority/comp, relocation, etc.; willful misconduct/fraud/failure to perform, etc.) |
Compensation Structure Analysis
- Shift to performance-only long‑term equity: 2022–2023 awards are 100% PSUs tied to 5‑year adjusted EPS CAGR, increasing long‑term alignment vs time‑based RSUs; 2024 had no new equity grants (potential retention/refresh risk) .
- Discretionary discipline: Short‑term incentive payouts were eliminated in 2023 despite formulaic results and materially reduced in 2024 given a net loss and delayed filings, signaling strong pay‑for‑performance governance .
- No options outstanding and bans on hedging/pledging limit misalignment and reduce forced‑sale or leverage risks .
Risk Indicators & Red Flags
- Restatement/Clawback context: Company restated 2022 financials related to a third‑party consumer loan program and adopted a Nasdaq‑compliant clawback; Compensation Committee concluded no recovery was required because covered incentives had not been settled; 2023 bonuses were nonetheless eliminated .
- 2024 net loss and late filings: Committee cited these issues in sharply reducing 2024 STI payouts, highlighting execution risk in non-core portfolios and internal controls during the year .
Investment Implications
- Alignment signal: Ms. Gore’s long‑term incentives are performance‑based and back‑ended (2028 vest), and 2023–2024 cash incentives were materially constrained by results, indicating tight linkage between pay and performance at FRST .
- Retention/pricing of talent: No 2024 equity refresh plus sub‑$0.3M salary and reduced bonus could modestly elevate retention risk if market opportunities arise; however, multi‑year PSU potential provides upside retention value .
- Trading pressure: Small current ownership, no options, and explicit prohibitions on hedging and pledging point to low near‑term insider selling pressure from Ms. Gore, aside from routine vesting and tax‑related sales .
- Change-in-control economics: A 2× cash severance framework with full vesting on qualifying termination, and best‑net 280G treatment, creates standard regional‑bank retention economics without shareholder‑unfriendly gross‑ups; governance risk appears contained .