Marie T. Leibson
About Marie T. Leibson
Executive Vice President and Chief Credit Officer at Primis Financial Corp (FRST) and Primis Bank since 2021, with prior leadership in SBA lending and senior lending roles. Career progression spans credit and commercial/SBA lending since 1995, positioning her as the firm’s senior credit authority . During her tenure, FRST’s pay-versus-performance disclosures show volatile financial results driven by a consumer loan program, with TSR lagging peers in recent years and loan growth moderation; incentive plans explicitly tied to net income, deposit growth, loan growth, and expense control .
Company performance overview (oldest → newest)
| Metric | 2021 | 2022 | 2023 | 2024 |
|---|---|---|---|---|
| Net Income ($USD Thousands) | $31,113 | $14,148 | $(7,832) | $(16,205) |
| Loan Growth (%) | 6.5% | 30.1% | 9.2% | (4.3%) |
| TSR (Value of $100 Investment) | 128 | 104 | 116 | 85 |
| Revenues ($USD) | FY 2021* | FY 2022* | FY 2023* | FY 2024* |
|---|---|---|---|---|
| Revenues | $10,565,000* | $17,668,000* | $44,774,000* | $43,603,000* |
| Values retrieved from S&P Global.* |
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Primis Financial Corp / Primis Bank | EVP & Chief Credit Officer | 2021–present | Enterprise credit oversight |
| Primis Financial Corp / Primis Bank | EVP & Chief SBA Lending Officer | 2018–2020 | Led SBA lending |
| Primis Bank | SVP & Senior Lending Officer | 2005–2018 | Senior lending leadership |
| Southern Financial Bank | VP, Commercial and SBA Lending | 1995–2004 | Commercial/SBA origination and portfolio roles |
External Roles
None disclosed in company proxy filings for Marie T. Leibson .
Fixed Compensation
Multi-year compensation (oldest → newest):
| Component | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | $288,167 | $297,770 | $313,543 |
| All Other Compensation ($) | $19,707 | $19,363 | $20,294 |
| Total Annual Compensation ($) | $420,684 | $368,133 | $373,516 |
Notes:
- Perquisites are modest and include 401(k) match, restricted stock dividends, HSA match, and imputed income on life insurance where applicable .
- No stock options granted in 2022–2024; equity grants shifted to performance units and restricted stock .
Performance Compensation
Annual incentive design and outcomes
2024 program (equal-weight metrics except Net Income at 50% weighting); committee exercised discretion to materially reduce payouts due to net loss and late filings:
| Metric | Weight | Target framing | Actual payout factor | Comment |
|---|---|---|---|---|
| Core Net Income vs Budget | 50.0% | 75/90/100/110% bands | 50% | Below target; overall plan payout implied 70% before discretion |
| Deposit Growth | 16.7% | 3/4/5/6% bands | 121% | Strong deposit growth |
| Gross Loan Growth | 16.7% | 6/7/8/9% bands | 0% | Loans contracted in 2024 |
| Growth in Bank OpEx (YoY) | 16.7% | 6/5/4/2% bands | 150% | Expense control exceeded target |
| Executive | Target bonus (% of salary) | Implied payout at 70% | Actual payout ($) | Actual (% salary) |
|---|---|---|---|---|
| Marie T. Leibson | 30% | $66,131 | $39,679 | 13% |
| CFO (Switzer) | 30% | $75,606 | $25,253 | 7% |
| CEO (Zember) | 50% | $252,740 | $0 | 0% |
2023 program (weights: Net income 35%, Non-brokered deposits 25%, Gross loan growth 20%, NPA/Assets 20% pass/fail). Committee eliminated all short-term incentives due to earnings shortfall; Marie received $0 .
Long-term equity incentive structure
- Performance Units (PUs) granted in 2021–2023 pay based on adjusted EPS CAGR over five-year windows with payout factors from 0% to 150%; 2022 targets: 6%→0%, 8%→75%, 10%→100%, 12%→150%; 2023 targets: 5%→0%, 6%→75%, 8%→100%, 10%→150% .
- No equity awards granted in 2024 .
- CEO’s PUs were amended for caps and cash settlement limits; not applicable to Marie .
Equity Ownership & Alignment
Beneficial ownership (as of April 28, 2025)
| Holder | Shares | Notes |
|---|---|---|
| Marie T. Leibson | 65,025 | Comprises 401(k) custodian 9,053; IRA 10,061; spouse IRA 593; restricted stock 1,400 . Ownership <1% of outstanding . |
- Hedging/short sales/margin and pledging are prohibited for directors, officers, and certain employees under FRST’s Insider Trading Policy .
- Director stock ownership guidelines exist; executive ownership guidelines not disclosed in proxy filings .
Outstanding equity and vesting schedule (as of Dec 31, 2024)
Restricted Stock:
| Award | Shares | Vesting | Value basis |
|---|---|---|---|
| RS (Feb 14, 2025 vest) | 800 | Vested 2/14/2025 | $11.66/sh market basis |
| RS (Sep 1, 2025 & 2026) | 600 | Two equal installments 9/1/2025 & 9/1/2026 | $11.66/sh market basis |
Performance Units (at target):
| Grant | Units | Vesting | Metric |
|---|---|---|---|
| 2021 PUs | 1,500 | 3/15/2026 | Adjusted EPS CAGR 2021–2025 |
| 2022 PUs | 7,000 | 3/15/2027 | Adjusted EPS CAGR 2022–2026 |
| 2023 PUs | 5,000 | 3/15/2028 | Adjusted EPS CAGR 2023–2027 |
Vesting activity:
| Metric | 2023 | 2024 |
|---|---|---|
| Shares vested (stock awards) | 2,750 | 1,900 |
| Value realized ($) | $34,732 | $23,503 |
Employment Terms
- No individual employment agreement for Marie is disclosed; termination/change-in-control tables indicate no cash severance multiple .
- Potential payments (as of 12/31/2024; market value at $11.66/sh):
- Termination without cause or good reason: Health insurance benefits $13,248; unvested equity value $173,734; total $186,982; cash severance $0 .
- Change in control (no termination): Unvested equity value $173,734 .
- Death or disability: Unvested equity value $57,911 .
- Company-wide clawback policy compliant with Nasdaq and Rule 10D-1; applies to incentive compensation from 10/2/2023 onward; no recovery required given awards not yet settled and 2023 cash incentives eliminated; future equity awards to be paid on restated metrics if applicable .
Related Party Transactions
- Related party employee: Sharon C. Taylor (Leibson’s daughter) employed as Vice President; total compensation ~$119,193 in 2023 and ~$124,465 in 2024; benefits aligned with peers; transactions overseen under related party policy .
Compensation Structure Analysis
- Cash vs equity mix: No options granted 2022–2024; equity shifted to performance-based units and time-based RS; 2024 had no new equity grants .
- Increase in at-risk pay: PUs tied to multi-year adjusted EPS CAGR with capped outcomes for CEO; NEOs (including Leibson) subject to the same PU structure without CEO-specific amendments .
- Discretionary actions: Short-term incentives eliminated in 2023; materially reduced in 2024 due to net loss and late filings; CEO zeroed; CFO reduced .
- Key performance constraints: 2024 net loss driven by consumer loan portfolio issues; deposit growth and expense control were bright spots; loan balances contracted .
Compensation Peer Group & Say-on-Pay
- 2023 peer group: 24 mid-Atlantic banks, assets $2.3–$6.0B (median $3.2B) and median market cap $406M; used as reference (no strict benchmarking targets) .
- Say-on-Pay 2023 approval: ~94%, indicating broad investor support for program design .
Equity Ownership & Alignment Summary
| Attribute | Details |
|---|---|
| Total beneficial shares | 65,025; <1% of outstanding |
| Vested vs unvested | Unvested RS: 1,400; PUs at target: 13,500; no options |
| Pledging/hedging | Prohibited by policy; margin purchases and derivative hedges disallowed |
| Ownership guidelines (execs) | Not disclosed (director guidelines exist) |
Performance Compensation Detail Table (2023 plan design)
| Metric | Weight | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|
| Net Income vs Budget | 35% | 90/100/110% bands | Below target | Eliminated | Cash; eliminated by Committee |
| Non-brokered Deposit Growth | 25% | 10/15/20% bands | Achieved 25% | Implied 125% before discretion | Cash; eliminated |
| Gross Loan Growth (ex-PPP) | 20% | 6/8/10% bands | 9% | Implied 100% before discretion | Cash; eliminated |
| Year-end NPA/Assets | 20% | ≤0.50% pass/fail | 0.19% | Pass | Cash; eliminated |
Investment Implications
- Alignment and retention: Leibson’s equity mix is predominantly performance-based PUs with multi-year EPS-CAGR hurdles and modest time-based RS; no severance multiple suggests lower change-in-control windfall risk for her personally, reducing misalignment concerns relative to peers .
- Insider selling pressure: RS vesting cadence is modest (1,900 shares in 2024; 2,750 in 2023), implying limited near-term supply; hedging/pledging are prohibited, further aligning incentives .
- Execution risk: Credit outcomes met NPA thresholds in 2023, but company-level net losses and loan contraction in 2024 signal elevated portfolio and underwriting discipline requirements; annual incentives are sensitive to net income and growth levers, with committee discretion applied when financial reporting issues emerge .
- Governance signals: Say-on-pay support (~94%) and peer benchmarking framework reduce pay inflation risk; clawback policy now operative and restatement-aware, limiting adverse incentives around reported metrics .
S&P Global disclaimer: Revenues values marked with an asterisk were retrieved from S&P Global.*