John F. Biagas
About John F. Biagas
John F. Biagas, age 60, serves as Class I Director and Chairman of Primis Financial Corp. and Chairman of Primis Bank, appointed March 20, 2025; he has been a director of the Company and Bank since the June 2017 merger with Eastern Virginia Bankshares (EVBS) . He is owner, President, and CEO of Bay Electric Co., Inc. (est. 1997), a multi-state electrical/general contractor; he is a Master Electrician and has led Bay Electric to >$70 million in annual revenues . He previously served as director of EVBS and Eastern Virginia Bank (2014–2017) and was a founding director of Virginia Company Bank (2005–2014) prior to its acquisition by EVBS .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Eastern Virginia Bankshares (EVBS) | Director | 2014–2017 | Oversight experience in regional banking |
| Eastern Virginia Bank (EVB) | Director | 2014–2017 | Board-level governance |
| Virginia Company Bank | Founding Member and Director | 2005–2014 | Early-stage bank governance; acquisition by EVBS in 2014 |
| Bay Electric Co., Inc. | Owner, President & CEO | 1997–present | Business development, real estate/construction risk insight |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Old Dominion University Board of Visitors | Vice Rector | Current (as disclosed) | Vice chair, Student Advancement; member, Administration & Finance |
| U.S. Chamber of Commerce | Board of Directors | Not specified | National business leadership |
| Young Presidents’ Organization (Virginia Chapter) | Founding and current member | Not specified | Executive leadership network |
Board Governance
- Board leadership: Roles of CEO and Chairman are separated; Biagas is Chairman, with CEO Dennis J. Zember leading management. Board views separation as enhancing accountability, oversight, and core growth execution .
- Independence: Board affirmatively determined all current directors except CEO Zember to be independent under NASDAQ standards; Audit Committee comprises independent directors .
- Attendance: Board held 11 meetings in 2024; no director attended less than 75% of Board and applicable committee meetings .
- Tenure and class: Biagas is a Class I nominee with term expiring at the 2028 annual meeting if elected; current Board size ten directors .
Committee Assignments and Chairs (Company and Bank)
| Committee | 2024 Meetings | Chair (as of Mar 20, 2025) | Biagas Role | Notes |
|---|---|---|---|---|
| Audit Committee (Company) | 9 | Eric A. Johnson | Ex-officio member | All members independent; Eggemeyer designated “audit committee financial expert” |
| Corporate Governance Committee (Company) | 2 | W. Rand Cook | Ex-officio member | Responsible for nominations and board composition |
| Compensation Committee (Company) | 7 | John M. Eggemeyer | Ex-officio member; previously Chair until Mar 20, 2025 | Engaged Pearl Meyer in 2024; no conflicts found |
| Enterprise Risk Committee (Company) | 4 | Deborah B. Diaz | Ex-officio member | Oversees enterprise-wide risk framework; coordinates with other committees |
| Asset-Liability Management Committee (Bank) | 4 | Not specified | Added ex-officio member effective Mar 20, 2025 | Reviews balance sheet, investments, interest rate risk |
Fixed Compensation
| Item | Amount (USD) | Period/Context |
|---|---|---|
| Annual retainer (non-employee director) | $30,000 | 2024 |
| Committee chair retainer | $2,500 | 2024 |
| Board meeting fee (Chairman) | $2,000 per joint Company/Bank board meeting attended | 2024 |
| Board/special meeting fee (non-employee directors) | $1,000 per meeting attended | 2024 |
| Committee meeting fee (non-employee directors) | $700 per meeting attended | 2024 |
| Director fees earned in cash — Biagas | $54,200 | FY 2024 |
| “All Other Compensation” — Biagas | $25,000 (Bank-funded stock matching purchases) | FY 2024 |
| Total director compensation — Biagas | $79,200 | FY 2024 |
Non-employee directors were not awarded stock options or stock awards in 2024; as of Dec 31, 2024 none held stock awards .
Performance Compensation
| Element | Detail |
|---|---|
| Stock awards (RSUs/PSUs) | None for non-employee directors in 2024 |
| Options | None for non-employee directors in 2024 |
| Stock Matching Program | Bank funds purchases of Company stock equal to 125% of director’s purchases, up to $25,000 per director annually; “All Other Compensation” reflects this |
| Performance metrics tied to director pay | None disclosed for directors (committee-specific and meeting-based cash compensation structure) |
Other Directorships & Interlocks
| Company/Organization | Role | Interlock/Relationship Type |
|---|---|---|
| EVBS / EVB | Director | Prior directorship at FRST merger counterparty |
| Virginia Company Bank | Founding Director | Banking sector (acquired by EVBS in 2014) |
| U.S. Chamber of Commerce | Director | National business policy network |
| Old Dominion University Board of Visitors | Vice Rector | Academic governance; Student Advancement vice chair; Admin & Finance member |
| YPO (Virginia Chapter) | Founding/current member | Executive leadership network |
No related-party transactions involving Biagas are disclosed; Board policy requires review/approval of any related person transaction >$120,000 and permits only arm’s-length terms and disinterested approval where applicable .
Expertise & Qualifications
- Master Electrician; deep operational expertise across general/electrical construction, technology/security solutions, and solar PV; >$70 million revenue scale at Bay Electric demonstrates leadership of multi-million dollar projects .
- Provides Board guidance on business development, risk/reward in real estate development and construction, and multi-board leadership experience (local, statewide, national) .
- Independent director with ex-officio engagement across committees as Chairman, contributing to oversight of financial reporting, governance, compensation, enterprise risk, and bank asset-liability management .
Equity Ownership
| Metric | Value | Notes |
|---|---|---|
| Beneficial ownership — Biagas | 88,469 shares | Includes 10,233 shares held in an IRA |
| Shares outstanding (Apr 28, 2025) | 24,722,734 | As disclosed for % calculations |
| Ownership as % of shares outstanding | ~0.36% (88,469 ÷ 24,722,734) | Calculated from disclosed holdings and shares outstanding |
| Unvested vs. vested shares | Not disclosed for directors; no stock awards outstanding | |
| Options — exercisable/unexercisable | None for directors in 2024 | |
| Pledging/Hedging | Prohibited: no short-selling, no derivatives, no margin/pledging Company stock; pre-clearance required | |
| Ownership guideline | Directors must own unencumbered shares equal to 100% of average annual board compensation before third anniversary | |
| Compliance status vs. guideline | Not specifically disclosed; stock matching program encourages ownership |
Governance Assessment
-
Positive signals:
- Independent Chair with separation from CEO role enhances oversight; Biagas named Chairman March 20, 2025 .
- Strong engagement: ex-officio across Audit, Governance, Compensation, Enterprise Risk, and Bank ALCO; multiple committee meetings in 2024 (Audit 9; Compensation 7; ERM 4; Governance 2) .
- Attendance solid: no director below 75% in 2024; Board met 11 times .
- Ownership alignment supported by stock matching program (up to $25,000; 125% match) and director ownership policy .
- Compensation consultant independence: Pearl Meyer engaged for 2024 executive/director comp; committee concluded no conflicts .
- Anti-hedging/anti-pledging policy reduces misalignment risk .
-
Watch items / potential red flags:
- Ownership below 1% (Biagas ~0.36%) — typical for directors but modest in absolute terms; guidelines exist to ensure baseline alignment; specific compliance status not disclosed .
- Concentration of influence: Chair serving ex-officio on all committees increases involvement; ensure continued balance via independent committee chairs and executive sessions .
- Cash-heavy director pay mix: No equity grants in 2024; offset by stock matching program; monitor future equity grant policy for directors .
- Related-party exposure: Biagas owns Bay Electric (construction); company’s related-party policy is robust, and no transactions are disclosed; continue monitoring for any banking relationships or contracts involving Bay Electric .
Overall, governance posture reflects independent leadership, formal risk oversight via committees, and codified alignment policies; periodic refresh and proposed board declassification (on the 2025 agenda) may further enhance accountability if approved .