Matthew A. Switzer
About Matthew A. Switzer
Matthew A. Switzer (age 47) is Executive Vice President and Chief Financial Officer of Primis Financial Corp. (FRST) and Primis Bank, serving since January 2021; previously Managing Director at Stephens, Inc. (2015–2021) and at Keefe, Bruyette & Woods (KBW), a Stifel Company (2005–2015) . Under his tenure, FRST’s pay-versus-performance disclosure shows Total Shareholder Return (TSR) outcomes of 98 (2021), 80 (2022), 89 (2023), and 85 (2024) versus a peer index TSR of 125, 102, 95, and 111, respectively, alongside reported net income (loss) of $31,113k (2021), $14,148k (2022), $(7,832)k (2023), and $(16,205)k (2024), and loan growth of 6.5%, 30.1%, 9.2%, and (4.3%) .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Stephens, Inc. | Managing Director | 2015–2021 | Brought external capital markets and banking advisory experience into FRST finance leadership . |
| Keefe, Bruyette & Woods (a Stifel Company) | Managing Director (most recent role) | 2005–2015 | Deep banking sector expertise from a leading financial services investment bank . |
External Roles
- No public company directorships or external board roles were disclosed for Mr. Switzer in the latest proxy .
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base salary ($) | 312,500 | 328,750 | 357,528 |
| Base salary (effective 3/1/2024) ($) | — | — | 360,030 |
| Target bonus (% of salary) | — | — | 30% |
| Target bonus ($) | — | — | 108,009 |
| Actual annual incentive paid ($) | 100,000 | 0 | 25,253 |
| Equity awards granted (grant-date FV, $) | 106,470 | 102,000 | 0 (no equity awards granted in 2024) |
| All other compensation ($) | 28,261 | 26,716 | 28,529 |
- 2024 perquisites detail for Mr. Switzer: 401(k) match $15,525; dividends on restricted stock $1,995; HSA match $1,000; club dues reimbursement $8,911; imputed life insurance income $1,098 .
Performance Compensation
- 2024 annual incentive design and realized outcome (Committee-level metrics and payouts):
| Financial measure | Weight | Payout calibration | Actual payout factor |
|---|---|---|---|
| Net income as % of budget (core, adj.) | 50.0% | 0% at 75%; 50% at 90%; 100% at 100%; 150% at 110% | 50% |
| Deposit growth | 16.7% | 0% at 3%; 50% at 4%; 100% at 5%; 150% at 6% | 121% |
| Gross loan growth | 16.7% | 0% at 6%; 50% at 7%; 100% at 8%; 150% at 9% | 0% |
| Growth in Bank OpEx | 16.7% | 0% at 6%; 50% at 5%; 100% at 4%; 150% at 2% | 150% |
- Committee discretion and CFO outcome:
- The formulaic outcome implied a 70% payout; however, due to a reported net loss largely linked to a third-party originated consumer loan portfolio and late filings in 2024 from related accounting issues, the Committee reduced payouts (eliminated CEO payout and further reduced CFO payout) .
- CFO payout detail:
| Item | Value |
|---|---|
| 2024 salary basis ($) | 360,030 |
| Target bonus (%/ $) | 30% / 108,009 |
| Implied payout at 70% ($) | 75,606 |
| Actual bonus paid ($) | 25,253 |
- Clawback policy and restatement context: NASDAQ/Rule 10D-1 compliant clawback policy in place; following the 2022 restatement related to a third-party consumer program, the Committee determined no recovery was required because impacted incentive compensation had not been paid, and it had already eliminated 2023 short-term incentives; 2021–2023 performance units remain unsettled pending performance periods .
Equity Ownership & Alignment
- Beneficial ownership: 89,226 FRST shares (<1% of outstanding) . Composition: 40,000 jointly with spouse; 10,000 in an irrevocable trust; 20,000 in an IRA; and 4,500 restricted shares under the 2017 plan .
- Outstanding and unvested equity as of 12/31/2024:
| Award type | Quantity | Indicative value at $11.66 | Vesting schedule/details |
|---|---|---|---|
| Restricted stock (grant #1) | 3,200 | $37,312 | 50% vested 1/11/2025; 50% vests 1/11/2026 |
| Restricted stock (grant #2) | 1,300 | $15,158 | Vests ~50% on 9/1/2025 and 9/1/2026 |
| 2021 Performance Units (target) | 3,250 | $37,895 | Eligible to vest 3/15/2026, based on adjusted EPS CAGR (2021–2025) |
| 2022 Performance Units (target) | 9,000 | $104,940 | Eligible to vest 3/15/2027, adjusted EPS CAGR (2022–2026) |
| 2023 Performance Units (target) | 10,000 | $116,600 | Eligible to vest 3/15/2028, adjusted EPS CAGR (2023–2027) |
- Options outstanding: none .
- Hedging/pledging: Company policy prohibits hedging, short-selling, derivatives, buying on margin, or using company securities as loan collateral; requires pre-clearance and imposes blackout periods .
- Ownership guidelines: Director stock ownership guidelines disclosed; no executive officer ownership guideline disclosure noted in proxy .
Employment Terms
- Employment agreement: Effective January 10, 2021; initial 2-year term with automatic 2-year renewals unless either party gives 60-days’ notice; includes base salary, eligibility for annual bonus and equity, club dues payment, and clawback coverage for incentive compensation .
- Severance/change-in-control economics (as of 12/31/2024 estimates):
| Scenario | Cash severance ($) | Health insurance ($) | Value of unvested equity ($) | Other ($) | Total ($) |
|---|---|---|---|---|---|
| Termination without cause / Good reason | 920,060 (2x base + highest bonus of prior 2 yrs) | 27,630 (18 months employer-paid portion) | 311,905 | 0 | 1,259,595 |
| Change in control (no termination) | — | — | 311,905 | — | 311,905 |
| Death or disability | — | — | 104,124 | — | 104,124 |
- Triggers and covenants: Payments are conditioned on compliance with restrictive covenants and execution/non-revocation of a release of claims .
- Committee discretion: 2024 incentives were materially reduced due to net loss and filing delays tied to accounting issues on a third-party consumer portfolio .
Performance & Track Record (Company-level during CFO tenure)
| Metric | 2021 | 2022 | 2023 | 2024 |
|---|---|---|---|---|
| TSR (value of $100 initial) | 98 | 80 | 89 | 85 |
| Peer index TSR (Nasdaq Bank Index) | 125 | 102 | 95 | 111 |
| Net income (loss), $000s | 31,113 | 14,148 | (7,832) | (16,205) |
| Loan growth (%) | 6.5 | 30.1 | 9.2 | (4.3) |
Governance, Shareholder Feedback, and Policies
- Say-on-pay: ~94% approval at the 2024 annual meeting; Committee viewed as support for program design .
- Plan governance: Equity plan includes no repricing, no discounted options, minimum 1-year vesting, no dividends on unvested awards, and clawback applicability; 10-year plan term to 6/26/2035 .
- Related-party transaction policy: Board review/approval required; must be on arm’s-length terms and in the Company’s best interests .
Compensation Structure Analysis
- Mix and risk: No 2024 equity grants; outstanding long-term equity is primarily performance-based (2021–2023 PSUs tied to adjusted EPS CAGR), indicating at-risk orientation with multi-year metrics .
- Discretionary adjustments: Despite a 70% formulaic outcome, 2024 cash incentive was reduced to 7% of salary for the CFO due to net loss and late filings—evidence of Committee willingness to apply negative discretion when results and controls fall short .
- Clawback and restatement: Formal clawback in place; after the 2022 restatement, the Committee found no recovery required because affected incentive pay had not been paid and had already eliminated 2023 short-term incentives .
Investment Implications
- Pay-performance alignment: 2024 incentives were materially reduced despite a formulaic 70% outcome, aligning pay down with negative net income and reporting delays—supportive of governance discipline and limiting windfalls .
- Selling pressure/overhang: Near-term time-based RSAs total 4,500 shares with vesting dates in 2025/2026; larger PSU tranches (3,250/9,000/10,000) vest in 2026/2027/2028 only if multi-year adjusted EPS CAGR goals are met, tempering realized supply and tying value to execution .
- Alignment and risk controls: 89,226 shares owned across personal, trust, IRA, and restricted accounts; hedging and pledging are prohibited, reducing misalignment and forced-sale risk; no options outstanding limits repricing risk .
- Retention economics: Severance of ~2x salary+bonus with 18 months benefits (and equity treatment by scenario) is moderate by small/mid-cap bank standards and should aid retention while not appearing excessive; however, further underperformance could keep annual cash incentives pressured .
- Shareholder stance: Strong say-on-pay support (~94%) suggests investors broadly accept the program, though multi-year PSUs put the onus on achieving adjusted EPS CAGR through 2026–2028 to realize value .