Burwell Gunn
About L. Burwell Gunn
L. Burwell (“Burwell”) Gunn, 79, is Vice Chairman of the Board and Lead Independent Director at FVCBankcorp, Inc., serving on the board since 2008 (tenure ~17 years). He previously served as President and Chief Operations Officer (2008–2014) and has over 44 years of banking experience, including founding Cardinal Financial Corporation and senior commercial lending roles at Provident Bank and Commerce Bank . He is independent under Nasdaq rules, and the board reports all directors met at least 75% attendance in 2024; independent directors held one executive session, which he led as Lead Independent Director .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| FVCBankcorp, Inc. | Vice Chairman; Lead Independent Director | 2008–present (Lead Independent since 2018) | Leads independent director sessions; board leadership and oversight |
| FVCBankcorp, Inc. | President & Chief Operations Officer | 2008–2014 | Operational leadership during early growth phase |
| Commerce Bank | SVP, Senior Lender & Not for Profit Division Head | 2005–2008 | Credit and vertical leadership (non-profit) |
| Provident Bank | Managing Director, Metro Washington and Richmond | 2002–2005 | Market leadership and commercial banking |
| Cardinal Financial Corporation | Founder | n/a | Founding executive; commercial banking expertise |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| (None disclosed) | — | — | The 2024–2025 proxy biographies do not list current external public company directorships or committee roles for Mr. Gunn . |
Board Governance
- Independence: Independent under Nasdaq rules; only CEO (Pijor) and President (Ferrick) are non-independent .
- Lead Independent Director: Organizes and presides over independent director executive sessions .
- Committee assignments: Chair, Governance & Nominating Committee (members: Gunn (Chair), Testa, Wiltse) .
- Committee activity: Governance & Nominating met once in 2024; Compensation Committee met once in 2024; Audit Committee met 10 times in 2024 .
- Board attendance: Board held 12 regular meetings in 2024; each director attended ≥75% of aggregate board/committee meetings; independents met once .
- Shareholder support (2024 election): Votes for Gunn 10,916,132; Withhold 632,121; broker non-votes 3,290,270 (raw tallies) .
- Say-on-Pay (2024): For 11,015,188; Against 471,276; Abstain 61,789 (advisory) .
- Hedging/pledging: Directors and officers are prohibited from hedging, shorting, trading on margin, and pledging FVCB stock .
Fixed Compensation (Director)
| Element | Policy/Amount | Notes |
|---|---|---|
| Annual Board retainer (cash) | $45,000 | 2024 program |
| Board meeting fee | $1,000 per meeting | 2024 program |
| Committee fees | Director Loan $600; Audit $300 ($400 Chair); ALCO $200; Technology $200 | 2024 program |
| Compensation Committee retainer | $1,000 member; $2,000 Chair | 2024 program |
| Mr. Gunn — Fees earned (2024) | $67,200 | Director total cash for 2024; no equity granted to directors in 2024 |
Performance Compensation (Director)
- Equity grants: The board did not grant director equity in 2024; directors had unvested RSUs outstanding from prior grants (time-vested; not performance-based) .
- Outstanding equity at 12/31/2024 (director cohort): Mr. Gunn had 2,500 unvested RSUs; and 45,896 vested option awards outstanding (strike terms not disclosed in director table) .
| Metric | 2024 Program | Details |
|---|---|---|
| Performance cash bonus | Not applicable to non-employee directors | No director bonuses disclosed |
| RSUs (annual grant) | None in 2024 | No equity awards to directors in 2024 |
| RSU vesting metrics | Time-based (prior grants) | Unvested RSUs outstanding as of 12/31/2024 |
| Options (director) | Legacy, fully vested | Outstanding balances disclosed; performance conditions not applicable |
Other Directorships & Interlocks
| Item | Disclosure |
|---|---|
| Current public company boards | None disclosed for Mr. Gunn in 2024–2025 proxy bios |
| Compensation Committee interlocks | Company discloses none; no insiders on Comp Committee; no reciprocal interlocks disclosed |
| Related-party transactions | Insider loans conducted on market terms; max aggregate insider/related loans $53.4m (22.7% of equity) in 2024; no adverse features (nonaccrual, TDR, problem loans) reported |
Expertise & Qualifications
- 44+ years banking; founder of Cardinal Financial Corporation; deep commercial lending/credit risk and market leadership experience .
- Board leadership: Lead Independent Director since 2018 and Vice Chairman since 2008, signaling strong governance role and continuity .
Equity Ownership
| As of | Common Stock Beneficially Owned (shares) | Exercisable Options included (shares) | % of Class | Notes |
|---|---|---|---|---|
| April 4, 2025 | 93,212 | 21,483 | * (<1%) | Percentage indicated as less than 1% |
| March 25, 2024 | 111,689 | 62,984 | * (<1%) | Higher options count included within 60 days at 2024 cut-off |
| Unvested RSUs (12/31/2024) | 2,500 | — | — | Outstanding director RSUs (time-based) |
| Hedging/Pledging | Prohibited | — | — | Enhances alignment and reduces risk |
Governance Assessment
- Positives:
- Independent LID and Vice Chair with deep credit and market experience—strong voice for independent oversight and risk culture .
- Clear prohibition on hedging and pledging—reduces misalignment/pledge risk .
- Solid shareholder engagement signals: strong raw support in 2024 director election; Say-on-Pay passed comfortably (raw votes) .
- Watch items:
- Long tenure (since 2008) and age (79) may raise succession/refreshment considerations; the Governance & Nominating Committee, which he chairs, met only once in 2024, which may be viewed as light cadence for refreshment discussions in a year with 12 board meetings .
- No director equity grants in 2024; while cash retainers and meeting fees are clear, reduced ongoing equity issuance can modestly diminish long-term alignment absent ownership guidelines (no director ownership guideline disclosure found in 2024–2025 proxies) .
- Conflicts/related-party exposure:
- The bank engages in ordinary-course lending with insiders/related parties under market terms, with board approval and no adverse credit indicators reported for 2024; no Gunn-specific related-party issues disclosed .
Overall, Gunn brings seasoned credit and community banking leadership and serves as Lead Independent Director and Governance Chair. Investors should weigh the benefits of continuity and credit expertise against board refreshment cadence (committee met once) and the absence of disclosed director ownership guidelines, while noting strong shareholder support and restrictive insider trading/pledging policies that support alignment .