Deborah B. Diaz
About Deborah B. Diaz
Deborah B. Diaz (age 67) has served as an independent Class III director of Primis Financial Corp. (and Primis Bank) since October 2020; she is CEO of Catalyst ADV and a former CTO/Deputy CIO at NASA and CIO for Science & Technology at the U.S. Department of Homeland Security, with NACD Directorship Certification (2019) . The Board has affirmatively determined she is independent under NASDAQ listing standards; independent directors hold executive sessions, and Board cybersecurity oversight is emphasized quarterly .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| National Aeronautics and Space Administration (NASA) | Chief Technology Officer; Deputy Chief Information Officer | 2009–2016 | Responsible for global system infrastructure, investment oversight, risk management, data management, innovation and technology infusion . |
| U.S. Department of Homeland Security (Science & Technology) | Chief Information Officer | 2002–2007 | Oversaw global defense/research systems and delivery for ~$1B portfolio . |
| Catalyst ADV | Chief Executive Officer; technology and strategic growth advisory | Since 2016 | Advises high tech, transportation, aerospace clients; strategic cybersecurity/digital transformation expertise . |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Dell Technologies | Advisory Board Member | Not disclosed | Technology advisory . |
| Intel Corporation | Advisory Board Member | Not disclosed | Technology advisory . |
| Equinix, Inc. | Advisory Board Member | Not disclosed | Data center/infra advisory . |
| Raytheon Forcepoint | Advisory Board Member | Not disclosed | Cybersecurity advisory . |
| NACD Capital Area Chapter | Board Member | Not disclosed | Governance community participation; NACD Directorship Certified (2019) . |
Board Governance
- Committee assignments:
- Audit Committee member (independent) across 2023–2025; Audit met 8× in 2022, 7× in 2023, 9× in 2024 .
- Corporate Governance Committee member in 2022–2025 (committee composition refreshed Mar 20, 2025) .
- Enterprise Risk Committee member in 2022–2024; appointed Chair effective March 20, 2025; ERC met 4× each year 2022–2024 .
- Board meetings: 11 meetings in 2023 and 11 meetings in 2024; no director attended less than 75% of Board+committee meetings; all ten directors attended the 2023 Annual Meeting .
- Classification/term: Class III nominee (re-elected Dec 2024) with term expiring at 2027 annual meeting .
| Governance Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Board meetings held | — | 11 | 11 |
| Audit Committee meetings | 8 | 7 | 9 |
| Enterprise Risk Committee meetings | 4 | 4 | 4 |
| Director <75% attendance (any) | None disclosed | None disclosed | None disclosed |
Fixed Compensation
- Non-employee director fee structure: annual retainer $30,000; committee chair retainer $2,500; per-meeting fees: Board $1,000 (Chairman $2,000), special Board $1,000, committee $700; reimbursed travel; applies in 2022–2024 .
- Note: As of Mar 20, 2025, Diaz is Chair of the Enterprise Risk Committee, making her eligible for the $2,500 chair retainer prospectively .
| Year | Fees Earned/Paid in Cash ($) | All Other Compensation ($) | Total ($) |
|---|---|---|---|
| 2022 | 71,000 | 25,000 | 96,000 |
| 2023 | 50,100 | 25,000 | 75,100 |
| 2024 | 48,400 | 25,000 | 73,400 |
- All Other Compensation reflects the Bank-funded stock matching program (125% of director purchases; annual cap $25,000 per director) to encourage ownership .
Performance Compensation
- Equity grants: Non-employee directors received no stock options or stock awards in 2022, 2023, or 2024 .
- 2025 Equity Incentive Plan governance features applicable to directors:
- Annual non-employee director compensation cap: $250,000 ($400,000 for Chair/Lead Director) including cash fees and equity at grant-date fair value .
- Minimum 1-year vesting; no dividends on unvested; clawback policy applies; prohibition on repricing/discounted options; no evergreen; no liberal share recycling .
- Permissible awards include restricted stock and stock units (including performance shares/units), though none were granted to directors in 2022–2024 .
| Program Feature | Term/Metric |
|---|---|
| Director compensation cap | $250,000; $400,000 for Chair/Lead Director (per fiscal year; cash+equity at grant-date FV) . |
| Minimum vesting | ≥1 year for awards . |
| Clawback | Awards subject to company clawback policies . |
| Repricing prohibition | No option/SAR repricing or cash buybacks of underwater awards without shareholder approval . |
| Dividends on unvested | Not permitted . |
| Ownership matching | 125% match of director purchases; cap $25,000/year . |
Other Directorships & Interlocks
| Company/Organization | Position | Potential Interlock/Conflict Consideration |
|---|---|---|
| Dell Technologies | Advisory board member | Vendor exposure potential for IT; Board reviews related parties and independence annually . |
| Intel Corporation | Advisory board member | Technology vendor exposure; no Diaz-specific related-party transactions disclosed . |
| Equinix, Inc. | Advisory board member | Data center/services vendor exposure; risk managed via related-party policy . |
| Raytheon Forcepoint | Advisory board member | Cybersecurity vendor exposure; Board oversees cybersecurity quarterly . |
| NACD Capital Area Chapter | Board member | Governance network; enhances director education/standards . |
The Board’s related-party transaction policy requires arm’s-length terms and Board approval for >$120,000 transactions involving related persons; none are disclosed as involving Diaz .
Expertise & Qualifications
- Strategic technology/cybersecurity leader; extensive government CIO/CTO experience; digital transformation and risk management expertise .
- NACD Directorship Certified (2019) .
- Board emphasizes cybersecurity oversight quarterly; Diaz’s background aligns with Enterprise Risk and Audit committee work .
Equity Ownership
- Beneficial ownership (as of Oct 29, 2024): 16,464 shares; indicated as less than 1% of outstanding .
- Ownership guidelines (adopted Dec 2022): before the third anniversary as a board member, directors must own unencumbered shares with minimum value equal to 100% of average annual board compensation .
- Hedging/pledging prohibitions: short-selling, derivatives, margin purchases, and using Company shares as collateral are prohibited; trading subject to blackout periods and pre-clearance .
| Item | Value/Status |
|---|---|
| Shares beneficially owned | 16,464; <1% of outstanding . |
| Vested vs. unvested | No director stock awards outstanding as of year-end 2024 . |
| Ownership guideline | 100% of average annual Board compensation by 3rd anniversary; adopted Dec 2022 . |
| Hedging/Pledging | Prohibited by policy . |
Insider Trades
| Date | Form | Transaction | Notes |
|---|---|---|---|
| Oct 15, 2024 | Form 4 (late) | Director share purchases | Diaz did not timely file a Form 4 for purchase transactions occurring on Oct 15, 2024; subsequently filed on Mar 15, 2025 (company states Section 16(a) compliance otherwise) . |
Governance Assessment
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Strengths
- Independence affirmed; multi-committee engagement (Audit, Corporate Governance, ERC Chair) with strong cybersecurity and risk expertise; consistent Board and committee activity levels .
- Ownership alignment mechanisms (125% stock matching program; director ownership guidelines); robust equity plan governance (caps, clawback, minimum vesting, anti-repricing) .
- Attendance: no director fell below 75% in 2023–2024; all directors attended 2023 Annual Meeting .
-
Potential Risks / RED FLAGS
- Late Section 16 Form 4 filing for Oct 15, 2024 purchases, corrected Mar 15, 2025—procedural compliance lapse to monitor .
- Advisory roles at major technology vendors (Dell, Intel, Equinix, Forcepoint) may present perceived conflicts if those firms are or become material vendors; mitigated by independence review and related-party transaction policies .
- No director equity grants in 2022–2024; compensation mix is predominantly cash plus matching program—alignment depends on personal share purchases and compliance with ownership guidelines; specific dollar-value compliance cannot be assessed from available data .
-
Implications for investor confidence
- ERC Chair role in 2025, combined with cyber oversight and Audit participation, signals Board focus on risk and controls—positive for governance quality .
- Ensure ongoing monitoring of related-party disclosures and Diaz’s advisory engagements, and verify adherence to ownership guidelines at future reporting dates .