F.L. Garrett, III

About F.L. Garrett, III

F.L. Garrett, III (age 84) is a Class I director of Primis Financial Corp. (FRST) and Primis Bank, serving since the merger with EVBS in June 2017; his current term, if re-elected, would run to the 2028 annual meeting . He previously served as Vice Chairman of EVBS, Chairman of a predecessor of EVB, and as a director of the Bank or its predecessor from 1982 to 2017; he is a long-time local business owner (Harborside Storage, since 1994) and an active realtor (Long & Foster, since 1989), bringing market insight into FRST’s operating regions .

Past Roles

External Roles

Board Governance

• Committee memberships (Company): Compensation Committee member (not Chair); Corporate Governance Committee member (not Chair) .
• Committee leadership changes: Compensation Committee Chair was John F. Biagas in 2023; as of March 20, 2025, Chair is John M. Eggemeyer; Corporate Governance Committee Chair transitioned from Charles A. Kabbash to W. Rand Cook on March 20, 2025 .
• Bank-level committee: Asset-Liability Management Committee member; committee met 4 times in 2023 .
• Independence: Board determined these committee members, including Garrett, are “independent directors” under NASDAQ standards .
• Attendance: Board held 11 meetings in 2023 and 11 in 2024; no director attended less than 75% of Board and committee meetings; all 10 directors attended the 2023 and 2024 annual meetings .
• Nomination status: Garrett is nominated as a Class I director for election; term runs to 2028 if elected .

Fixed Compensation

• Director compensation structure (2023): Annual retainer $30,000; committee chair retainer $2,500; per-meeting fees—Chairman $2,000 (joint Board meetings), other non-employee directors $1,000 per Board meeting, $1,000 per special meeting, $700 per committee meeting; reimbursement of expenses; directors who are employees receive no additional director pay .
• Stock ownership guidelines (adopted Dec 2022): Directors must own unencumbered shares equal to 100% of average annual board compensation before their third anniversary; Bank funds a stock matching program (125% match, capped at $25,000 per director per year) to encourage ownership .

Performance Compensation

• Non-employee directors did not receive stock options or stock awards in 2023; no director performance-based compensation metrics are disclosed for directors .

Other Directorships & Interlocks

• Proxy biography lists EVBS/predecessor EVB roles and Garrett’s business activities; no other public company directorships are listed for Garrett in the Company’s proxy materials .

Expertise & Qualifications

• Long-tenured bank governance experience (director since 1982 at Bank/predecessor; FRST since 2017), Vice Chairman/Chairman roles at EVBS/predecessor; local business operator and realtor providing a strong sense of economic and market conditions in FRST’s markets .

Equity Ownership

• Beneficial ownership: Garrett holds 41,169 shares; footnotes indicate 2,884 shares held in an IRA for Garrett and 6,693 shares held by his spouse; ownership is less than 1% of shares outstanding (asterisk notation in table) .

• Insider trading controls: Company prohibits hedging, short selling, derivatives, margin purchases, and pledging of Company securities; trading requires pre-clearance and is restricted during blackout periods .
• Section 16 compliance: Company reports compliance in 2024 with one late Form 4 by another director; no delinquency noted for Garrett .

Governance Assessment

• Independence and committee engagement: Garrett is an independent director serving on Compensation and Corporate Governance Committees, and on the Bank’s Asset-Liability Management Committee—positions central to pay oversight and balance sheet risk governance .
• Attendance and engagement: Board meeting cadence is robust (11 in 2023 and 11 in 2024), with no attendance shortfalls and full annual meeting attendance—supports board effectiveness and director engagement .
• Ownership alignment: Garrett owns 41,169 shares, with additional holdings via IRA and spouse; stock ownership guidelines and a bank-funded stock matching program promote alignment; Company prohibits hedging/pledging, strengthening alignment with shareholders .
• Compensation structure: Director pay emphasizes cash retainers and meeting fees; no stock awards in 2023, but stock matching provides equity exposure; Compensation Committee uses an independent consultant for executive pay and succession planning oversight (Pearl Meyer, with no conflicts), indicating pay governance rigor .
• Potential conflicts and related-party exposure: The Company maintains a formal related party transaction review policy; ordinary-course lending to directors/executives and associates totaled $17.6 million across 35 loans at year-end 2024, subject to regulatory standards (same terms as unaffiliated parties, normal risk)—no Garrett-specific related party transactions disclosed .
• Board refresh and leadership: Board refreshed leadership roles in March 2025; Corporate Governance Committee oversees nominations and independence; Board evaluation framework covers attendance, competence, and continued service; no term limits but structured reviews aim to drive refresh over time .
• RED FLAGS:
  • Age and tenure considerations: Garrett is 84, and the Board has no mandatory retirement age or term limits, though the Board adopted evaluation and refresh processes; investors may monitor succession and refresh outcomes closely .
  • Ordinary-course lending to insiders exists but is governed by policy and regulatory standards; no specific adverse features disclosed .

Overall, Garrett’s independence, committee service (Compensation and Governance), consistent attendance, and meaningful share ownership—combined with anti-hedging/anti-pledging policies—support investor confidence; continued attention to board refresh and the balance of cash versus equity in director compensation is warranted for alignment over time .