W. Rand Cook
About W. Rand Cook
W. Rand Cook (age 71) serves as Vice-Chairman of Primis Financial Corp. and Primis Bank as of March 20, 2025, after serving as Chairman since 2020; he has been a director since the June 2017 merger with EVBS. Cook is a partner at McCaul, Martin, Evans and Cook, P.C., Commissioner of Accounts for Hanover County Circuit Court, and holds MBA and JD degrees, bringing corporate governance, strategic planning, financial planning, and legal risk expertise; he previously worked with the Virginia General Assembly, adding perspective on legislative and regulatory environments .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Eastern Virginia Bankshares (EVBS) / EVB | Chairman of the Board (EVBS); Director of EVB and predecessor | 2000–June 2017 | Led governance at predecessor entity; experience carried into FRST board post-merger |
| Virginia General Assembly | Worked with the General Assembly (prior role) | — | Regulatory and legislative perspective beneficial to bank governance |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| McCaul, Martin, Evans and Cook, P.C. | Partner | Since 1985 | Active law practice focused on corporate law and debtor/creditor rights |
| Hanover County Circuit Court | Commissioner of Accounts | — | Court-appointed fiduciary oversight role |
Board Governance
| Committee/Body | Role (2024) | Role (as of Mar 20, 2025) | Independence/Notes |
|---|---|---|---|
| Board of Directors | Chairman (since 2020) | Vice-Chairman; ex-officio member of all Board committees | CEO and Chair roles separated; Board refresh in 2025 |
| Audit Committee | Ex-officio member; committee members independent | Ex-officio member; committee members independent; chair moved to Eric A. Johnson | AC met 7 times in 2023 and 9 times in 2024; executive sessions with auditors/internal audit |
| Compensation Committee | Ex-officio member; members independent; consultant (Pearl Meyer) engaged in 2023 | Ex-officio member; committee chaired by John M. Eggemeyer | Oversight of exec comp and succession planning |
| Corporate Governance Committee | Member; members independent; chaired by Charles A. Kabbash | Chairman; members independent | Nomination, director selection criteria and evaluation process |
- Board attendance: 11 Board meetings in 2023 and 2024; no director attended less than 75% of aggregate Board and committee meetings .
- Annual meeting attendance: All ten directors attended the 2023 annual meeting .
- Risk oversight: Board and committees oversee financial/regulatory risks, compensation risk and succession, ESG/independence, ALCO, and enterprise-wide risk; cybersecurity oversight is at Board level with quarterly reporting .
Fixed Compensation
Program terms for non-employee directors:
| Component | Amount/Terms | Source |
|---|---|---|
| Annual Retainer (Directors) | $30,000 (paid quarterly) | |
| Committee Chair Retainer | $2,500 (paid quarterly) | |
| Board Meeting Fee | $2,000 to Chairman; $1,000 to non-employee directors per meeting | |
| Special Meeting Fee | $1,000 per meeting to all non-employee directors | |
| Committee Meeting Fee | $700 per meeting | |
| Expense Reimbursement | Travel, food, lodging reimbursed | |
| Stock Matching Program | Bank-funded share purchases equal to 125% of director’s purchases, up to $25,000 annually | |
| Director Stock Ownership Guideline | Own unencumbered shares equal to 100% of average annual board compensation within 3 years |
Individual compensation (Cook):
| Metric | 2023 | 2024 |
|---|---|---|
| Fees Earned or Paid in Cash ($) | $80,200 | $78,800 |
| All Other Compensation ($) | $25,000 | $25,000 |
| Total ($) | $105,200 | $103,800 |
Performance Compensation
| Item | 2023 | 2024 | Source |
|---|---|---|---|
| Stock awards/options to non-employee directors | None awarded | None awarded | |
| Director award limit (plan) | $250,000 annual cap; $400,000 for Chair/Lead Director | $250,000 annual cap; $400,000 for Chair/Lead Director | |
| Minimum vesting (plan) | 1-year minimum vesting | 1-year minimum vesting | |
| Repricing prohibition | Repricing of options/SARs prohibited without stockholder approval | Same | |
| Clawback | Awards subject to Company clawback policies | Same | |
| Change-in-control treatment | Full vesting if awards not assumed; assumed awards accelerate on termination without cause/for good reason within two years; performance awards assumed at target | Same |
No director RSUs/PSUs, option grants, performance targets, or vesting schedules were disclosed for Cook in 2023–2024; director compensation was cash plus the stock matching program .
Other Directorships & Interlocks
| Company/Organization | Role | Status | Notes |
|---|---|---|---|
| Eastern Virginia Bankshares (EVBS) / EVB | Chairman (EVBS), Director (EVB) | Prior (2000–2017) | Pre-merger leadership roles; not disclosed as current public company directorship |
No other current public company boards or interlocks were disclosed for Cook .
Expertise & Qualifications
- Legal and governance expertise from long-standing law practice and prior chairmanship/directorship; MBA and JD credentials .
- Regulatory insight from work with the Virginia General Assembly .
- Board leadership experience at FRST (Chairman 2020–2025; Vice-Chairman thereafter) and EVBS/EVB .
Equity Ownership
| Metric | Oct 29, 2024 | Apr 28, 2025 |
|---|---|---|
| Total beneficial ownership (shares) | 37,852 | 42,372 |
| Shares outstanding (denominator) | 24,722,734 | 24,722,734 |
| Ownership (% of shares outstanding) | 0.153% (37,852 / 24,722,734) | 0.171% (42,372 / 24,722,734) |
| Breakdown (Apr 28, 2025) | — | 28,900 jointly with spouse; 9,387 via IRA |
Policy safeguards:
- Prohibitions on hedging, short-selling, buying on margin, or using Company securities as loan collateral for directors/officers/employees .
Governance Assessment
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Strengths
- Independent director status affirmed via committee memberships; ex-officio presence on all committees increases oversight reach .
- High engagement: Board met 11 times in 2023 and 2024; no director below 75% attendance; Audit Committee met 7 times (2023) and 9 times (2024) .
- Ownership alignment: Stock matching program (up to $25k/year at 125% match) and 100%-of-average-compensation stock ownership guideline; Cook participated in the program (seen in “All Other Compensation”) .
- Pay governance: No director equity grants in 2023–2024; plan includes caps, minimum vesting, clawback, and anti-repricing provisions .
- Board refresh signal: Declassification proposal indicates responsiveness to governance best practices .
-
Watch items / potential conflicts
- External law practice: As a law firm partner and court Commissioner, potential for related-party exposure exists if the Company engages the firm; however, the proxy discloses a formal related-person transaction review/approval policy and does not list any specific related-party transactions tied to Cook .
- Auditor transition/restatement oversight: The Company changed auditors for 2024 and completed restatements of certain 2023 interim periods; Cook’s ex-officio role on the Audit Committee ties him to oversight during this sensitive period. Monitor Audit Committee effectiveness and external auditor relationships .
-
Compensation mix and signals
- Cash-heavy director pay plus share purchase matching promotes direct ownership without option/RSU risk; consistent year-over-year cash levels for Cook ($105,200 in 2023; $103,800 in 2024) .
- No disclosed performance-linked director pay metrics or equity grants; director award caps and clawbacks provide guardrails .
-
Independence/controls
- Committee memberships explicitly deemed independent under NASDAQ and Exchange Act standards; insider trading policy prohibits hedging/pledging, reducing alignment risks .
RED FLAGS: None disclosed specific to Cook (no related-party transactions, no equity repricings, no pledging). Potential conflict risk from external law practice warrants ongoing monitoring; ensure any engagements would be reviewed per related-party policy .