Robert Y. Clagett
About Robert Y. Clagett
Robert Y. Clagett, age 84, is an independent Class III director of Primis Financial Corp. (FRST) and Primis Bank, serving since August 2014. He has practiced law in Maryland since 1967 with a primary focus in real estate, and previously served as director (since 1967), President (1968–2005), and Chief Executive Officer (1968–2014) of Prince George’s Federal Savings Bank. The Board has recognized him with the requisite attributes of an “audit committee financial expert.”
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Prince George’s Federal Savings Bank | Director | 1967–2014 | Banking leadership and governance experience |
| Prince George’s Federal Savings Bank | President | 1968–2005 | Led operations and strategy for decades |
| Prince George’s Federal Savings Bank | Chief Executive Officer | 1968–2014 | Long-tenured CEO; deep banking expertise |
| Private Law Practice (Maryland) | Attorney (Real Estate Law) | 1967–present | Legal expertise in real estate |
External Roles
No additional public company directorships were disclosed for Mr. Clagett in the proxy. (Not disclosed)
Board Governance
- Committee assignments and chair roles:
- Audit Committee: Chair through November 21, 2024; as of March 20, 2025, member under Chair Eric A. Johnson .
- Compensation Committee: Member in 2024 and continuing as of March 20, 2025 (committee met 7 times in 2024) .
- Corporate Governance Committee: Not listed as a member as of March 20, 2025 .
- Enterprise Risk Committee: Not listed as a member as of March 20, 2025 .
- Independence: The Board affirmatively determined all current directors except the CEO are independent; independent directors hold executive sessions without management .
- Attendance: The Board held 11 meetings in 2024; no director attended <75% of Board and committee meetings; all ten directors attended the December 19, 2024 annual meeting .
- Audit committee expertise: The Board determined Mr. Clagett has the attributes of an “audit committee financial expert” .
- Board evaluation & refreshment: In 2024 the Board adopted annual group and individual evaluations and end‑of‑term service discussions; no mandatory retirement age or term limits, aiming for ongoing refresh through Governance Committee processes .
- Proxy engagement: Mr. Clagett is named as an authorized proxy on the 2025 meeting notice and proxy card .
- Governance proposals: 2025 agenda includes declassification of the Board and approval of an omnibus incentive plan .
Fixed Compensation
| Component | Amount/Terms | 2024 Actual for Clagett |
|---|---|---|
| Annual retainer (non‑employee director) | $30,000, payable quarterly | Included in cash fees: $54,200 |
| Committee chair retainer | $2,500 per year | Included in cash if applicable (Clagett chaired Audit until 11/21/24) |
| Board meeting fee (non‑employee director) | $1,000 per meeting | Included in cash fees: $54,200 |
| Chairman of the Board meeting fee | $2,000 per meeting (paid to Chairman) | N/A for Clagett unless serving as Chairman (not in 2024) |
| Special Board meeting fee | $1,000 per meeting | Included in cash fees: $54,200 |
| Committee meeting fee | $700 per meeting | Included in cash fees: $54,200 |
| All Other Compensation (stock matching program) | Bank funds purchase equal to 125% of director’s purchases, capped at $25,000 annually | $25,000 |
| Total 2024 Director Compensation (Clagett) | — | $79,200 |
Notes:
- Non‑employee directors were not awarded stock options or stock awards in 2024; none held stock awards as of December 31, 2024 .
Performance Compensation
| Item | Details |
|---|---|
| Stock awards (RSUs/PSUs) to directors (2024) | None awarded; none outstanding at 12/31/2024 |
| Options to directors (2024) | None awarded |
| Director Stock Ownership Policy | Directors must own unencumbered shares equal to 100% of average annual board compensation before their third anniversary; enhanced alignment |
| Stock Matching Program | Bank funds additional share purchases equal to 125% of director purchases, up to $25,000 per director per year |
| Omnibus Incentive Plan: Annual director award limit | $250,000 per fiscal year; $400,000 for Chair or Lead Director (aggregate grant‑date fair value of equity plus cash fees) |
| Omnibus Incentive Plan: Clawback | Awards subject to company clawback policies |
| Omnibus Incentive Plan: Minimum vesting | ≥1‑year minimum vesting, with limited exceptions |
| Omnibus Incentive Plan: No discounted options | Exercise/base price ≥100% of fair market value at grant |
| Omnibus Incentive Plan: No repricing | Repricing of options/SARs prohibited without shareholder approval |
| Omnibus Incentive Plan: No dividends on unvested awards | Dividends/dividend equivalents not paid on unvested/unearned awards |
Other Directorships & Interlocks
| Company | Role | Committee Roles | Notes |
|---|---|---|---|
| — | — | — | No additional public company boards disclosed for Mr. Clagett (proxy did not list any beyond Primis) (Not disclosed) |
Expertise & Qualifications
- Decades of banking leadership (President and CEO of Prince George’s Federal Savings Bank) and legal expertise in real estate law .
- Recognized by the Board with attributes of an “audit committee financial expert,” supporting financial reporting oversight .
- Independent director under NASDAQ standards; participates in executive sessions without management .
- Active committee participation and prior chairmanship of the Audit Committee through November 21, 2024 .
Equity Ownership
| Holder | Common Shares Beneficially Owned | Percent of Class | Shares Outstanding Reference |
|---|---|---|---|
| Robert Y. Clagett | 46,736 | * (<1%) | 24,722,734 (as of April 28, 2025) |
- Hedging/pledging policy: Directors are prohibited from speculative trading, hedging, short‑selling, derivatives, buying on margin, or using Company securities as collateral; trades require pre‑clearance and are restricted during blackout periods .
- Stock awards outstanding: None (as of 12/31/2024) .
Governance Assessment
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Positives:
- Independence affirmed; robust committee engagement, including prior Audit Chair role and current Audit and Compensation Committee membership .
- Attendance and engagement: No director below 75% attendance; all directors attended the 2024 annual meeting; Clagett named as proxy for 2025 meeting materials .
- Financial expertise: Board recognition of Clagett’s audit committee financial expert attributes enhances investor confidence in oversight of financial reporting .
- Alignment mechanisms: Director stock ownership policy and stock matching program encourage “skin in the game” (Clagett 46,736 shares; matching program value capped at $25,000) .
- Governance infrastructure: Formal Board evaluations adopted in 2024; proposal to declassify Board; separation of CEO and Chairman roles .
- Compensation governance: Independent consultant (Pearl Meyer) engaged; independence confirmed; plan includes clawbacks and anti‑repricing provisions .
-
Watch items and potential risks:
- Board refreshment: The Board has no term limits/mandatory retirement age; given Clagett’s age (84) and long tenure, refreshment relies on evaluations rather than hard triggers, which investors may monitor for effectiveness .
- Auditor transition and prior restatement: The Audit Committee oversaw a change in independent auditor and the completion of restatement work for 2023 interim periods; continued strong audit oversight remains critical .
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Conflicts/related party:
- Related party transactions are subject to Board review and approval under a formal policy; no Clagett‑specific related party transactions were disclosed in the cited sections .