Charles A. Kabbash
About Charles A. Kabbash
Independent Class III director of Primis Financial Corp. since April 2005; age 87 as of the 2025 proxy. Background as a Charlottesville, VA–based real estate investor, broker, and small-business owner; independence affirmed under NASDAQ listing standards. Long-tenured board member with community and operational experience highlighted by the governance committee’s criteria for board refresh and independence .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Summit Realty | Realtor | 2002–2009 | Transactional real estate experience |
| Community/civic involvement (Charlottesville) | Business, political, and civic community leader | Ongoing | Local market presence; community ties |
External Roles
| Organization | Role | Tenure | Focus/Notes |
|---|---|---|---|
| 414 Associates | Owner | Since 1984 | Real estate investment and holding company (Charlottesville) |
| Kabbash, Fox & Gentry Commercial Real Estate | Partner | Since 2009 | Commercial real estate (Charlottesville) |
| Kabbash Business Brokerage | Owner | Ongoing | Negotiates purchase/sale of businesses |
| CandR LLC (co-owned with spouse) | Co-owner | Ongoing | Invests in emerging businesses |
Board Governance
- Independence: Board affirmatively determined all directors except the CEO (Dennis J. Zember, Jr.) are independent; independent directors hold executive sessions without management .
- Attendance: Board met 11 times in 2024; no director attended less than 75% of board and committee meetings; all 10 directors attended the 2024 Annual Meeting (Dec 19, 2024) .
- Leadership refresh: On March 20, 2025, John F. Biagas named Chairman; W. Rand Cook named Vice-Chairman; both serve ex officio on all committees .
- Committee assignments (Company-level):
- Corporate Governance Committee: Kabbash served as Chairman through March 20, 2025; thereafter continued as member. Committee met 2 times in 2024 .
- Compensation Committee: Not listed as a member in 2024/2025 rosters .
- Audit & Enterprise Risk Committees: Not listed as a member; ALM oversight coordinated via Bank committee .
- Committees (Bank-level):
- Asset-Liability Management Committee (ALCO): Current member alongside directors and executives; met 4 times in 2024 .
| Committee | Role | 2024 Meetings | Notes |
|---|---|---|---|
| Corporate Governance (Company) | Chair until Mar 20, 2025; then member | 2 | Oversees nominations, independence, ESG risks |
| Asset-Liability Management (Bank) | Member | 4 | Reviews investments, liquidity, interest-rate risk |
| Board of Directors (Company) | Director | 11 | No director <75% attendance; independent sessions |
| Annual Meeting attendance | Director | N/A | All 10 directors attended the 2024 Annual Meeting |
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Annual retainer (non-employee directors) | $30,000 | $30,000 |
| Committee chair annual retainer | $2,500 | $2,500 |
| Board meeting fee (non-employee) | $1,000 per meeting | $1,000 per meeting |
| Chairman board meeting fee | $2,000 per meeting | $2,000 per meeting |
| Special board meeting fee | $1,000 per meeting | $1,000 per meeting |
| Committee meeting fee | $700 per meeting | $700 per meeting |
| Director Compensation Detail (Kabbash) | 2023 ($) | 2024 ($) |
|---|---|---|
| Fees Earned or Paid in Cash | 47,200 | 46,500 |
| All Other Compensation (Bank-funded stock matching) | 25,000 | 25,000 |
| Total | 72,200 | 71,500 |
Notes:
- All other compensation reflects the Bank’s stock matching program (125% of director’s share purchases, up to $25,000/year) .
- Non-employee directors were not awarded stock options or stock awards in 2023 and 2024; none held stock awards as of year-end 2024 .
Performance Compensation
| Plan Feature (Omnibus Incentive Plan) | Value/Provision |
|---|---|
| Annual director award limit | $250,000; $400,000 for Chair or Lead Director |
| Minimum vesting | 1-year minimum (limited exceptions; directors may vest by next annual meeting ≥50 weeks after prior meeting) |
| Clawback | Complies with NASDAQ Rule 10D-1; recovery of erroneously awarded comp upon restatement |
| No dividends on unvested awards | Dividends/dividend equivalents not paid on unvested or unearned awards |
| Prohibition on repricing | No direct or indirect repricing of options/SARs without stockholder approval |
| Director equity grants (FY2024) | None (no stock options or stock awards to non-employee directors) |
Other Directorships & Interlocks
| Company | Role | Notes |
|---|---|---|
| None disclosed | — | No public company directorships or interlocks disclosed in proxy . |
Expertise & Qualifications
- Management and operational expertise as professional realtor, investor, and consultant; deep local market knowledge and community engagement in Charlottesville, VA .
- Governance exposure via service and chair role on Corporate Governance Committee overseeing nominations, independence, and ESG risk .
Equity Ownership
| Holder (as of Apr 28, 2025) | Shares | % of Class | Detail/Footnote |
|---|---|---|---|
| Charles A. Kabbash | 156,064 | <1.0% (*) | Includes (a) 71,035 in The Charles A. Kabbash Revocable Trust; (b) 19,657 in IRA; (c) 372 in trust for granddaughter |
Alignment policies:
- Director stock ownership guidelines: by the third anniversary of board service, directors must own unencumbered shares valued at least 100% of average annual board compensation .
- Hedging/pledging prohibited: directors cannot short, trade derivatives, buy on margin, or use Company securities as collateral; pre-clearance and blackout periods apply .
Governance Assessment
-
Strengths:
- Independence affirmed; participates in executive sessions without management .
- Governance credibility through prior chairmanship of the Corporate Governance Committee; active membership post-March 2025; ALCO member at the Bank level .
- Attendance and engagement: Board met 11 times in 2024 with no director <75% attendance; all directors attended the 2024 Annual Meeting .
- Ownership alignment via Bank’s 125% stock matching program and director ownership guidelines .
- Clawback and robust plan guardrails (minimum vesting, no repricing, no dividends on unvested awards) support pay-for-performance integrity .
-
Watch items / potential red flags:
- Shareholder support signal: in the Dec 19, 2024 election, Kabbash received 14,015,015 “For” and 4,762,901 “Against” votes, the highest “Against” among the three Class III nominees (Diaz 3,670,576; Clagett 1,760,813) . Monitor investor sentiment and drivers (tenure, age, skill mix).
- Board refresh: no term limits or mandatory retirement age; refreshment relies on annual evaluations and a private discussion ~1 year before term expiry .
- Related-party exposure: Real estate and local business interests noted, but no specific related-party transactions disclosed involving Kabbash; the Board’s policy requires review/approval for any >$120,000 related-person transactions .
-
Shareholder votes (context):
- 2025 Say-on-Pay approved: 18,102,149 For; 781,024 Against; 57,561 Abstentions; 2,671,110 broker non-votes .
- 2024 Say-on-Pay approved: 17,630,301 For; 1,088,635 Against; 58,980 Abstentions; 2,913,303 broker non-votes .
Overall: Kabbash’s independence, committee leadership and consistent attendance are constructive for board effectiveness. The 2024 “Against” vote magnitude versus peers warrants monitoring of investor perceptions about tenure/age and board composition, especially given the absence of mandatory retirement and reliance on the Governance Committee’s refresh framework .