Brian R. Boal
About Brian R. Boal
Independent director since May 2014; age 52 (2025 proxy), previously 51 (2024) and 50 (2023). Certified Public Accountant; Principal of Boal & Associates, PC (22+ years), prior Tax Manager at PwC; designated Audit Committee Financial Expert and currently serves as Independent Lead Director. Committees: historically Audit (Chair through 2022), Nominating & Governance (current Chair), Strategic Planning; independence affirmed under Nasdaq rules. Attendance met Board standard (≥75% of Board and committee meetings) with 12 meetings held in 2024 and 12 in 2023; policy expects directors to attend annual meeting (seven attended in 2024; nine in 2023) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Boal & Associates, PC (CPA firm) | Principal | 22+ years (as of 2025 proxy) | Accounting, audit, public company, M&A and business advisory expertise; audit committee financial expert designation . |
| PricewaterhouseCoopers (PwC) | Tax Manager | Prior to founding Boal & Associates | Foundation for audit, accounting and tax expertise; supports audit committee leadership experience . |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| DCGT Holdings LLC (The Greene Turtle) | Managing Member | Not disclosed | Private business ownership; no related-party transactions with FUNC disclosed . |
| Local 501(c)(3) foundation | Founder & Co‑Trustee | Not disclosed | Non-profit leadership; civic engagement . |
| AICPA & MACPA | Member | Ongoing | Professional accreditation and standards participation . |
Board Governance
- Independence: The Board determined Mr. Boal is “independent” under Nasdaq rules; Audit/Nominating/Compensation committees are comprised of independent directors .
- Roles: Independent Lead Director (ILD) with defined authorities including presiding over executive sessions, agenda pre-approval, convening independent director meetings, and shareholder access; currently ILD .
- Committee leadership evolution: Audit Committee Chair (2022), transitioned to Nominating Committee Chair (2023–2024); identified as Audit Committee Financial Expert alongside shift of Audit Chair role to Ms. DiPietro (2023–2025) .
- Attendance: Board held 13 meetings (2022), 12 (2023), and 12 (2024); each director attended ≥75% of Board and committee meetings in their service period; directors expected to attend strategic planning and annual meetings (seven attended in 2024; nine in 2023) .
- Risk oversight: Regular review of ALM, liquidity, capital planning, succession, credit risk; Risk & Compliance Committee monitors programs (Cybersecurity, BSA/AML, Privacy, Business Continuity) and classified credits; Audit Committee reviews and approves related‑party transactions for compliance with Regulation O and Sections 23A/23B .
Fixed Compensation
| Component | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Cash retainer ($) | $15,000 | $15,000 | $15,000 |
| Equity grant (fully vested shares) | 1,000 shares; grant-date FV $18,920 | 1,000 shares; grant-date FV $13,230 | 1,000 shares; grant-date FV $21,940 |
| Board meeting fee | $1,000 per meeting (special ≤2h $200) | $1,000 per meeting (special ≤2h $200) | $1,000 per meeting (special ≤2h $200) |
| Committee meeting fee | $500 per committee meeting | $500 per committee meeting | $500 per committee meeting |
| Chair retainer(s) | Audit Chair $2,500 | Nominating Chair $2,500 | Nominating Chair $2,500 |
| Bank board committee fee | $500 per committee meeting | $500 per committee meeting | $500 per committee meeting |
| Director Compensation – Brian R. Boal | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Fees earned/paid in cash ($) | $42,500 | $38,600 | $40,300 |
| Stock awards ($) | $18,920 | $13,230 | $21,940 |
| Total ($) | $61,420 | $51,830 | $62,240 |
| Cash retainer elected in stock | $14,985 → 792 shares (2022) | $14,990 → 1,133 shares (2023) | $14,985 → 683 shares (2024) |
Performance Compensation
- Structure: Non-employee director pay is a mix of cash and fully-vested stock; no options, PSUs/RSUs, or formulaic performance metrics disclosed for directors; Compensation Committee uses Aon Human Capital Solutions as independent consultant to benchmark director pay .
- Incentive Compensation Recovery Policy exists (clawback) at corporate level; applied broadly to incentive compensation, but director equity grants are fully vested and not performance-conditioned .
| Performance Linkage Elements | Disclosure |
|---|---|
| Equity grant type | Fully-vested common stock; 1,000 shares annually |
| Vesting schedule | Immediate vesting at grant; no performance conditions |
| Options/PSUs/RSUs | None disclosed for directors |
| Performance metrics (TSR, EBITDA, ESG) | None disclosed for director compensation |
Other Directorships & Interlocks
| Company/Organization | Type | Role | Notes |
|---|---|---|---|
| Public company boards | Public | — | No other public company directorships listed in proxy biography . |
| Private/civic roles | Private/Non-profit | As above | DCGT Holdings LLC (The Greene Turtle) Managing Member; local 501(c)(3) co‑trustee . |
Expertise & Qualifications
- CPA with deep audit/accounting/transaction advisory experience; designated “audit committee financial expert” .
- Prior PwC tax management experience; current principal of CPA firm with ownership and operational oversight .
- Governance: Serves as Independent Lead Director; chairs Nominating Committee; prior Audit Chair .
Equity Ownership
| Metric | Value |
|---|---|
| Shares beneficially owned (Feb 28, 2025) | 19,058 shares |
| % of outstanding common stock | <1.0% of 6,473,375 shares |
| Ownership alignment signals | Annual fully-vested stock grant; elected to receive portions of cash retainer in stock (1,133 shares in 2023; 683 shares in 2024) |
| Pledging/Hedging | Company has not adopted an anti-hedging policy; pledging not disclosed |
Governance Assessment
-
Strengths
- Independent Lead Director with robust authorities; leads executive sessions and agenda-setting; enhances board counterbalance to management .
- Audit Committee Financial Expert designation; prior Audit Chair; continuing membership reinforces financial oversight .
- Consistent board/committee attendance meeting threshold; structured risk oversight through specialized committees .
- Director pay mix includes equity and elective stock in lieu of cash, signaling alignment; use of independent comp consultant (Aon) .
-
Potential conflicts/RED FLAGS
- No explicit anti-hedging policy for directors/officers; misalignment risk if hedging were used (policy states none adopted) .
- Private business interests (DCGT Holdings LLC/Greene Turtle) noted, but no disclosed transactions with the Corporation; Audit Committee reviews related-party transactions; ongoing vendor relationship exists with another director’s company (MP&B), highlighting board vigilance necessity .
- Role changes in Audit leadership (shift from Boal to DiPietro as Chair) require monitoring for continuity but are balanced by Boal’s ILD role and continued financial expert status .
-
Independence and shareholder engagement
- Independence affirmed; ILD available for shareholder consultation; Board provides shareholder communication channel via Corporate Secretary .
- Annual meeting attendance encouraged; seven directors attended 2024 annual meeting (not per-director disclosed) .
Net assessment: Strong finance/audit credentials and ILD responsibilities support board effectiveness; equity-aligned pay structure is appropriate for a community bank board. Absence of anti-hedging policy is a governance gap to watch; no Boal-related party transactions disclosed, but standard related-party oversight by Audit Committee is active .