John M. Eggemeyer
About John M. Eggemeyer
John M. Eggemeyer, age 79, is a Class I independent director of Primis Financial Corp (FRST) and a director of Primis Bank; he has served on the Board since June 15, 2021 . He is Founder and Managing Principal of Castle Creek Capital LLC, an investor in community banking since 1990, with 40+ years in banking and involvement in more than 75 bank acquisitions; he was honored by American Banker as “Community Banker of the Year” in 2006 . Eggemeyer holds a B.S. from Northwestern University (Life Trustee; serves on Finance and Investment Committees) and an MBA from the University of Chicago .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| White River Capital | Chairman & Chief Executive Officer | Prior | Led specialty finance operations |
| TCF Financial Corporation | Director | Prior | Large regional bank governance experience |
| Western Bancorp | Director | Prior | Regional bank oversight |
| American Financial Realty | Director | Prior | Real estate finance oversight |
| Guaranty Bancorp | Founder & Director | Prior | Built and governed community banking franchise |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Castle Creek Capital LLC | Founder & Managing Principal | Since 1990 | Bank investor; extensive M&A execution |
| PacWest Bancorp | Chairman | Since 2000 | Long-tenured board leadership |
| The Bancorp | Director | Current | Board member |
| Northpointe Bancshares, Inc. | Director | Current | Board member |
| Northwestern University | Life Trustee | Current | Finance & Investment Committees |
Board Governance
- Independence status: The Board affirmatively determined all directors other than the CEO to be independent under NASDAQ standards; Eggemeyer is independent .
- Committee assignments and chair roles:
- Audit Committee member (added November 21, 2024; member as of March 20, 2025); designated “audit committee financial expert” by the Board .
- Compensation Committee Chairman (as of March 20, 2025) .
- Enterprise Risk Committee Chairman until March 20, 2025; ER Committee met four times in 2024 .
- Committee activity levels (2024): Audit Committee met nine times; Compensation Committee met seven times; Corporate Governance Committee met two times; Enterprise Risk Committee met four times .
- Board evaluation/attendance review: In 2024 the Board adopted an annual evaluation framework including individual reviews covering attendance, committee participation, and technical understanding; independence and refreshment are considered in re-nomination .
- Board chair: The Board Chair is John F. Biagas; Eggemeyer is not the Chair and not identified as Lead Independent Director .
Fixed Compensation
| Component | FRST Policy Detail | Eggemeyer FY2024 Actual ($) |
|---|---|---|
| Annual cash retainer | $30,000 for non-employee directors; paid quarterly | Included in fees |
| Committee chair retainer | $2,500 per committee chair; paid quarterly | Timing of Compensation Chair change March 2025 (affects 2025, not 2024) |
| Board meeting fee | $1,000 per meeting for non-employee directors; Chair receives $2,000 | Included in fees |
| Special meeting fee | $1,000 per special meeting | Included in fees |
| Committee meeting fee | $700 per committee meeting | Included in fees |
| Travel/expenses | Reimbursed | N/A disclosed |
| FY2024 fees earned in cash | N/A policy; individual total shown | $46,500 |
| “All Other Compensation” (stock matching program funding) | Value of shares purchased with Bank funding | $0 (dash shown) |
| FY2024 total director compensation | Fees + other | $46,500 |
Directors received no stock options or stock awards in 2024; as of December 31, 2024, none of the non-employee directors held stock awards .
Performance Compensation
| Element | FY2024 Disclosure | Metrics |
|---|---|---|
| Stock awards (RSUs/PSUs) | None granted to non-employee directors | N/A |
| Stock options | None granted to non-employee directors | N/A |
| Stock matching program (Bank-funded share purchase) | Available; amounts shown in “All Other Compensation” | Eggemeyer: $0 |
| Performance metrics tied to director pay | Not disclosed/applicable for directors in 2024 | N/A |
Other Directorships & Interlocks
| Company | Role | Overlap/Interlock Notes |
|---|---|---|
| PacWest Bancorp | Chairman | Banking industry overlap; informational interlocks possible |
| The Bancorp | Director | Banking/fintech services overlap |
| Northpointe Bancshares, Inc. | Director | Community banking overlap |
| Castle Creek Capital LLC | Founder & Managing Principal | Significant investor across banks; alignment and potential conflicts managed by FRST policy |
Expertise & Qualifications
- Designated as an “audit committee financial expert” by the Board; possesses financial literacy and accounting/financial qualifications .
- 40+ years banking experience; involvement in 75+ bank acquisitions; recognized as 2006 “Community Banker of the Year” .
- MBA (University of Chicago) and B.S. (Northwestern University); governance and investment oversight through Northwestern Finance & Investment Committees .
Equity Ownership
| Holder | Relationship | Shares Beneficially Owned | % of Class |
|---|---|---|---|
| Castle Creek Capital Partners VII, LP and John M. Eggemeyer | Investor and Director | 1,887,777 | 7.62% |
- Anti-hedging and anti-pledging: FRST prohibits directors, officers, and employees from speculative trading, hedging, short-selling, transacting in derivatives of Company securities, buying on margin, or using Company securities as loan collateral; pre-clearance and blackout restrictions apply, which mitigates pledging risk .
- Related-party approvals: Transactions >$120,000 with related persons require Board review/approval and must be arm’s-length; disinterested members may approve; designed to manage conflicts for significant holders/directors .
- Ordinary-course relationships: As of Dec 31, 2024, there were 35 loans to directors, executive officers, and certain significant stockholders totaling $17.6 million, on market terms under Federal Reserve Act constraints (names not itemized) .
Governance Assessment
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Strengths:
- Independence affirmed; extensive bank governance and M&A background; designated audit committee financial expert .
- Significant beneficial ownership via Castle Creek (7.62%) aligns interests with shareholders .
- Chairing Compensation Committee as of March 2025 indicates active oversight of pay frameworks; Pearl Meyer engaged in 2024 with no consultant conflicts noted .
- Active committee oversight: Audit (9 meetings), Compensation (7), Enterprise Risk (4), Governance (2); Board adopted structured evaluations including attendance and performance reviews .
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Potential risks/RED FLAGS to monitor:
- Dual role as significant shareholder and Compensation Committee Chair can create perceived influence over pay; mitigated by independence determinations and committee charter processes .
- Multiple external directorships (PacWest, The Bancorp, Northpointe) may constrain bandwidth during stress cycles; continued monitoring of attendance and engagement advisable .
- Ordinary-course loans to directors/significant stockholders (aggregate $17.6M) require ongoing assurance they remain on market terms and within regulatory limits .
- Enterprise Risk Committee chair role transition (to Diaz in March 2025) reduces direct risk oversight by Eggemeyer; ensure risk governance continuity and cross-committee coordination with Audit .
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Shareholder feedback signals: 2025 say-on-pay passed (For: 18,102,149; Against: 781,024; Abstentions: 57,561; Broker non-votes: 2,671,110), and Board declassification amendment approved, supporting governance modernization .