Eric A. Johnson
About Eric A. Johnson
Independent director since the June 2017 merger with EVBS; age 71; long-time Virginia real estate broker (since 1976) with prior ownership of retail and building supply businesses generating multi‑million dollar annual sales. Brings local market knowledge, entrepreneurial judgment, and small‑business perspectives to the board; not identified as the audit committee financial expert (that designation is assigned to Director John Eggemeyer). As of March 20, 2025, he serves as Audit Committee Chair; the board has determined all audit committee members to be independent under NASDAQ and Exchange Act rules. Board held 11 meetings in 2024, with no director below 75% attendance; all ten directors attended the Dec 19, 2024 annual meeting.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| EVB / predecessor of EVB (Eastern Virginia Bankshares) | Director | 1988–June 2017 | Long tenured community bank directorship prior to FRST merger, deep local banking/real estate familiarity |
| Urbanna Market | Owner | Not disclosed (prior) | Operated multi‑million dollar annual sales retail business; entrepreneurial operating experience |
| Urbanna Builders Supply | Owner | Not disclosed (prior) | Operated multi‑million dollar annual sales building supply; local market/SMB insights |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Mason Realty (Middlesex, VA) | Real Estate Broker | 1976–present | Over 45 years in real estate; core local market expertise |
Board Governance
- Current committee roles: Audit Committee Chair (as of March 20, 2025); member, Corporate Governance Committee; not listed on Compensation or Enterprise Risk Committees. All audit committee members determined independent; Eggemeyer designated audit committee financial expert. Audit Committee met nine times (2024); Corporate Governance met two times (2024).
- Attendance: Board met 11 times in 2024; no director attended less than 75% of aggregate board and committee meetings; all ten directors attended the Dec 19, 2024 annual meeting. Executive sessions with external auditors and internal audit occur “whenever appropriate” at Audit Committee meetings.
- Board refresh: On March 20, 2025, board leadership changes and committee reassignments implemented; board considering declassification proposal (Proxy Proposal 2).
Fixed Compensation
| Element | 2024 Terms | Notes |
|---|---|---|
| Annual cash retainer | $30,000 | Paid quarterly; non‑employee directors only |
| Committee chair annual retainer | $2,500 | Paid quarterly; per committee chair |
| Board meeting fees | $1,000 per meeting for non‑employee directors; Chairman receives $2,000 per meeting | Joint Company/Bank meetings |
| Special board meeting fees | $1,000 per meeting | Non‑employee directors |
| Committee meeting fees | $700 per meeting | Non‑employee directors |
| Reimbursements | Travel/food/lodging reimbursed | Standard practice |
| Director | Fees Earned or Paid in Cash ($) | All Other Compensation ($) | Total ($) |
|---|---|---|---|
| Eric A. Johnson | $47,700 | $25,000 | $72,700 |
- “All Other Compensation” represents the value of company shares purchased under the Bank’s stock matching program (funds equal to 125% of director’s own purchases, up to $25,000 annually).
Performance Compensation
| Item | 2024 |
|---|---|
| Equity awards to non‑employee directors (RSUs/PSUs/Options) | None; no stock options or stock awards granted; none outstanding as of Dec 31, 2024 |
| Performance metrics tied to director pay | Not disclosed/applicable for non‑employee directors (program is retainer/meeting fee plus stock matching) |
| Plan governance features | Clawback; minimum 1‑year vesting; no dividends on unvested awards; prohibition on repricing; non‑employee director annual compensation cap $250k ($400k for Chair/Lead Director) |
Other Directorships & Interlocks
| Company | Role | Current/Prior | Committees/Notes |
|---|---|---|---|
| EVB / predecessor of EVB (Eastern Virginia Bankshares) | Director | Prior (1988–June 2017) | Prior public community bank role before FRST merger |
- No other current public company directorships or disclosed interlocks identified in the proxy.
Expertise & Qualifications
- 45+ years as a Virginia real estate broker; prior multi‑unit retail/building supply ownership with multi‑million dollar sales; brings local market depth, SMB operator’s discipline, and community network to the board.
- Audit Committee Chair responsibilities encompass oversight of financial statements, internal controls, regulatory compliance, and auditor independence/retention per charter.
Equity Ownership
| Holder | Shares Beneficially Owned | Components/Footnotes | Percent of Class |
|---|---|---|---|
| Eric A. Johnson | 45,761 | Includes 9,622 shares in an IRA and 297 shares held by spouse | Approx. 0.19% based on 24,722,734 shares outstanding as of Apr 28, 2025 |
- Shares outstanding denominator: 24,722,734 (Apr 28, 2025).
- Pledging/hedging: No pledging or hedging disclosures identified for Johnson in beneficial ownership footnotes.
- Stock ownership guidelines: Directors must own unencumbered shares equal to 100% of average annual board compensation before their third anniversary; Bank stock matching program funds purchases up to $25,000 per director annually at 125% of director’s purchases. Compliance status for Johnson not explicitly disclosed.
Governance Assessment
- Independence and oversight: As Audit Committee Chair, Johnson is considered independent under NASDAQ/Exchange Act; audit committee held nine meetings in 2024 with executive sessions, suggesting active oversight.
- Alignment: Cash retainers and meeting fees are modest; equity alignment occurs via director stock ownership guidelines and a structured matching program rather than option grants—reducing risk of repricing optics and embedding clawback protections at plan level.
- Risk context: The company changed independent auditors for FY2024 and disclosed prior interim financial statement restatements for FY2023 quarters; the audit committee recommended inclusion of audited FY2024 statements—Johnson’s new chair role heightens accountability for control remediation and audit quality going forward.
- RED FLAGS: No director‑specific related‑party transactions or pledging identified; no equity award repricing; attendance thresholds met; however, historical restatement and auditor change elevate scrutiny on audit committee effectiveness and disclosure controls—an area to monitor under Johnson’s chairmanship.
Implications: Johnson’s local market/SMB background complements FRST’s community banking footprint, while his audit chair role places him at the center of investor confidence in financial reporting after recent audit transitions. The current compensation structure emphasizes conservative cash fees and ownership matching over performance equity, with robust plan governance (clawback, minimum vesting, no repricing), supporting alignment without introducing option‑related risks.