Rickey A. Fulk
About Rickey A. Fulk
Executive Vice President of Primis Financial Corp. and President of Primis Bank; age 58; with the company since 1998 and in his current role since October 2023, after serving as regional executive for Richmond and Hampton Roads . 2024 base salary was increased to a rate of $324,900, with a 30% target bonus; actual 2024 non‑equity incentive paid was $40,937 (13% of salary) following committee discretion due to a reported net loss tied to a third‑party consumer portfolio . Company performance context during his tenure includes EPS of $0.34 in Q2 2025 and $0.28 in Q3 2025, ROAA of 0.89% in Q2 2025 and 0.70% in Q3 2025, and net interest margin of 2.89% in Q2 and 3.18% in Q3 2025 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Primis Bank (and predecessors) | Commercial roles; Regional Executive for Richmond & Hampton Roads | 1998–2023 | Led regional commercial banking; community leadership and growth initiatives |
| Primis Financial Corp. / Primis Bank | EVP of Company; President of Bank | Oct 2023–present | Leads bank operations and execution of strategic priorities |
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Base Salary ($) | $256,667 | $322,825 |
| Target Bonus (% of Salary) | 30% | 30% |
| Actual Non-Equity Incentive ($) | $0 (committee eliminated 2023 short-term incentives) | $40,937 |
| Stock Awards (Grant-Date Fair Value, $) | $102,000 | $0 |
| Options Awarded | None (no options granted 2024/2023/2022) | None (no options granted 2024/2023/2022) |
| All Other Compensation ($) | $15,345 | $21,878 |
| Total Compensation ($) | $374,011 | $385,640 |
Performance Compensation
| Metric | Weighting | Threshold | Target | Maximum | Actual Payout Factor |
|---|---|---|---|---|---|
| Net Income as % of Budget (Core) | 50.0% | 75% | 100% | 110% | 50% |
| Deposit Growth (YoY) | 16.7% | 3% | 5% | 6% | 121% |
| Gross Loan Growth (YoY) | 16.7% | 6% | 8% | 9% | 0% |
| Growth in Bank OpEx (YoY) | 16.7% | 6% | 4% | 2% | 150% |
- Fulk’s target bonus opportunity for 2024 was $97,470 (30% of $324,900); the Compensation Committee applied discretion, resulting in an actual payout of $40,937 (13% of salary) despite formulaic performance implying ~70% of target .
Long-term incentives and performance units
- In 2023 and 2022, performance-based RSUs (PSUs) convert 1:1 into stock based on 5-year adjusted EPS CAGR; payout factors range from 0% (<6%/<5%) to 150% (≥12%/≥10%) for 2022/2023 grants, respectively .
Equity Ownership & Alignment
| Category | Shares | Notes |
|---|---|---|
| Direct/Joint (with spouse) | 941 | Jointly held |
| IRA (beneficial) | 1,626 | Held in IRA |
| Restricted Stock (unvested at 12/31/2024) | 400 | Under 2017 Plan |
| Total Beneficial Ownership | 10,527 | Percent of class indicated as “*” (<1%) |
| Shares Outstanding (reference) | 24,722,734 | As of April 28, 2025 |
Outstanding Equity Awards (12/31/2024)
| Award Type | Units/Shares | Market Value ($) | Vesting / Performance |
|---|---|---|---|
| Restricted Stock (unvested) | 400 | $4,664 | Vested on Feb 14, 2025 |
| Performance Units (at target) | 10,000 | $116,600 | 2022 PSU tranche eligible to vest Mar 15, 2027 based on 5-year adjusted EPS CAGR |
2024 Stock Vested
| Type | Shares Vested | Realized Value ($) |
|---|---|---|
| Stock Awards | 800 | $5,315 |
- No stock options outstanding or granted in 2024/2023/2022 (no option-related selling pressure) .
- Pledging/hedging disclosures specific to Fulk not identified in the proxy; percent-of-class remains below 1%, indicating limited direct ownership concentration .
Employment Terms
| Term | Detail |
|---|---|
| Role and Agreement | Executive Vice President of the Company and President of Primis Bank; employment agreement effective Oct 25, 2023 |
| Initial Term and Renewal | Initial two-year term with automatic two-year renewals unless notice given ≥60 days before renewal date |
| Severance (Without Cause / Good Reason) | Lump sum equal to 2x (base salary + highest cash bonus in prior 2 fiscal years), paid within 60 days; pro-rata bonus for year of termination; 18 months company-paid health insurance; full vesting of unvested restricted stock/other long-term incentives |
| Change-in-Control Treatment | Time-based RS vests upon change in control; PSUs vest at target if not assumed; if assumed, PSUs fully vest upon double-trigger (termination without cause or resignation for good reason within 2 years) |
| 280G/4999 Excise Tax | “Best net” approach: reduce payments to avoid excise tax or pay full amount subject to excise, whichever yields better net after-tax outcome |
| Restrictive Covenants | Confidentiality; non-compete and non-solicit for 18 months post-termination |
| Clawback Policy | Complies with Nasdaq Rule 10D‑1; recovery of erroneously awarded compensation upon financial restatement |
| Perquisites | Employment agreement provides for payment of private club dues (consistent with executive benefits framework) |
Estimated Termination Benefits (as of 12/31/2024)
| Scenario | Cash Severance ($) | Health Benefits ($) | Value of Unvested Equity ($) | Total ($) |
|---|---|---|---|---|
| Termination Without Cause / Good Reason | $649,800 | $13,248 | $121,264 | $784,312 |
| Change in Control (no termination) | — | — | $121,264 | $121,264 |
| Death or Disability | — | — | $20,794 | $20,794 |
Compensation Structure Analysis
- Increased base pay and modest 2024 cash incentive reflect tighter linkage to deposit and expense goals but committee discretion reduced awards amid a reported net loss, signaling pay discipline during execution volatility .
- Shift toward PSUs with EPS CAGR targets aligns long-term incentives with profitability growth; no options granted since 2022, lowering leverage risk and repricing concerns .
- CIC terms feature accelerated vesting and “best net” tax treatment, which can elevate transaction-related payouts but preserve shareholder alignment via performance-conditioned PSU outcomes .
Investment Implications
- Alignment: PSU-heavy long-term incentives tied to adjusted EPS CAGR and below-1% personal ownership suggest alignment via performance rather than concentrated shareholding; 2024 discretionary cuts underscore governance discipline .
- Retention and deal dynamics: 2x severance plus accelerated vesting and robust CIC mechanics reduce voluntary turnover risk but increase potential acquisition-related payouts; restrictive covenants provide post‑termination protection .
- Selling pressure: Near-term pressure appears limited—small RS vest in Feb 2025 has passed; next material vest for 2022 PSUs is Mar 2027, with 2023 PSU program maturing Mar 2028 subject to performance, reducing near-term unlocks .
- Execution risk: Company metrics show improving ROAA/NIM and earnings per share in 2025, but prior-year net loss and reporting delays led to incentive reductions; monitoring PSU performance trajectories and operational normalization remains critical .