Daniel Testa
About Daniel M. Testa
Daniel M. Testa, 78, is an independent director of FVCBankcorp, Inc. (FVCB) and has served on the board since the Bank’s organization in 2007. He previously owned, was President and CEO of TCI, a full-service voice and data systems integration company serving the Washington, D.C. metro area until its sale in 2016, and has since consulted for TCI’s executive team; he is also Chairman and CEO of People 2 People of D.C., LLC, an executive-level networking/consulting firm since 2015 . He is affirmed independent under Nasdaq rules, with the board stating that all directors other than the CEO (Pijor) and President (Ferrick) are independent .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| TCI (voice and data systems integration) | Owner, President & CEO | 1980–2016 | Founded and led leading integration firm; sold in 2016 |
| TCI (post-sale) | Executive team consultant | 2016–present | Ongoing advisory to executive leadership |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| People 2 People of D.C., LLC | Chairman & CEO | 2015–present | Executive networking/consulting leadership |
Board Governance
| Item | Details |
|---|---|
| Independence | Independent director under Nasdaq rules |
| Committees | Compensation Committee – Chair; Governance & Nominating Committee – Member |
| Committee Meeting Frequency | Compensation Committee met 1x in 2024; 3x in 2023. Governance & Nominating met 1x in 2024; 1x in 2023 |
| Audit Committee (context) | Audit met 10x in 2024 (Testa not listed on Audit Committee) |
| Board Meetings | 12 regular board meetings in 2024 (no special meetings); 12 regular and 2 special in 2023 |
| Attendance | Each director attended at least 75% of aggregate board/committee meetings in 2024 and 2023 |
| Executive Sessions | Independent directors met once in 2024 and once in 2023; Lead Independent Director is L. Burwell Gunn |
Fixed Compensation
| Year | Fees Earned (Cash) | Equity Grants in Year | Notes |
|---|---|---|---|
| 2023 | $58,000 | $0 (no RSU awards in 2023) | Standard director cash-only compensation in 2023 |
| 2024 | $59,000 | $0 (no equity compensation in 2024) | Cash-only; no stock awards granted in 2024 |
| 2024 Director Fee Policy Element | Amount |
|---|---|
| Annual Board Retainer (non-employee directors) | $45,000 |
| Board Meeting Fee (per meeting) | $1,000 |
| Director Loan Committee (per meeting) | $600 |
| Audit Committee (per meeting; Chair $400) | $300 |
| Asset-Liability Management Committee (per meeting) | $200 |
| Technology Committee (per meeting) | $200 |
| Compensation Committee Annual Retainer (member/Chair) | $1,000 / $2,000 |
Performance Compensation
| Component | 2023 | 2024 | Performance Metrics |
|---|---|---|---|
| Director Stock Awards (RSUs granted in year) | $0 | $0 | Not applicable for director pay (no performance-based grants) |
| Option Awards (granted in year) | $0 (none disclosed) | $0 (none disclosed) | Not applicable |
The board disclosed no director performance metrics (e.g., TSR, revenue) tied to director compensation; director pay is primarily fixed cash with legacy equity holdings outstanding .
Other Directorships & Interlocks
| Category | Disclosure |
|---|---|
| Current public company boards | None disclosed in FVCB proxy biography |
| Prior public company boards | None disclosed for Testa |
| Private company/other boards | People 2 People of D.C., LLC – Chairman & CEO (private); TCI consultant |
| Interlocks with competitors/suppliers/customers | Not disclosed; no specific related-party transactions identified with Testa |
Expertise & Qualifications
- 45+ years executive/operator experience in telecom/IT systems integration (TCI leadership) .
- Governance experience as Compensation Committee Chair and member of Governance & Nominating, including oversight of executive pay and board composition, with use of independent compensation consultant Blanchard Consulting Group .
- Executive networking expertise via People 2 People leadership .
Equity Ownership
| Metric | As of Mar 25, 2024 | As of Apr 4, 2025 |
|---|---|---|
| Common Stock Beneficially Owned (shares) | 236,983 | 197,764 |
| % of Class | 1.32% | 1.07% |
| Exercisable Options Included (within 60 days) | 58,102 | 21,483 |
| Unvested RSUs (director holdings at year-end) | 2,500 (12/31/2023) | 1,875 (12/31/2024) |
| Outstanding Options (all vested, director holdings at year-end) | 70,309 (12/31/2023) | 45,896 (12/31/2024) |
| Anti-hedging/pledging policy | Hedging, short sales, margin, and pledging prohibited for directors |
Section 16 Compliance & Insider Trading Activity
| Year | Company Disclosure | Note |
|---|---|---|
| 2023 | No failures to comply with Section 16(a) (Forms 3, 4, 5) reported | Applies to directors generally; no exceptions named for Testa |
| 2024 | No failures reported except one late Form 4 for director Philip R. Wills | No late filings noted for Testa |
Related-Party Transactions (Context)
| Item | Disclosure |
|---|---|
| Insider loans/transactions policy | Loans to insiders require board approval; interested director recuses; terms consistent with market; no adverse classifications |
| Aggregate insider loans | Max aggregate to officers, directors, and related parties: $53.4 million in 2024 (~22.7% of total shareholders’ equity) |
Governance Assessment
-
Strengths
- Independence and attendance: Testa is independent; directors (including Testa) attended ≥75% of board/committee meetings in 2024 and 2023, supporting engagement .
- Compensation oversight: Serves as Chair of Compensation Committee; committee retains independent consultant (Blanchard Consulting Group), a positive governance practice .
- Alignment safeguards: Anti-hedging and anti-pledging policy reduces misalignment risk; no late Section 16 filings noted for Testa .
- Skin-in-the-game: Holds a meaningful stake (197,764 shares; 1.07% of outstanding as of 4/4/2025), plus legacy vested options; RSUs unvested decrease indicates legacy equity rolling off .
-
Watch items / RED FLAGS
- Combined Chair/CEO structure: Board leadership combines CEO and Chair (Pijor), mitigated by Lead Independent Director but still a governance caveat .
- Compensation Committee activity: Only 1 meeting in 2024 vs. 3 in 2023; as Chair, Testa’s committee frequency appears light given oversight responsibilities—monitor for adequacy of pay-for-performance scrutiny .
- Insider credit exposure: Insider and related-party loans totaled $53.4 million (~22.7% of equity) in 2024; while stated as market terms with approval safeguards, the scale warrants continued monitoring for conflicts, particularly in a community bank context .
No director-specific related-party transactions, pledging, or hedging by Testa are disclosed; say-on-pay voting outcomes and director ownership guidelines are not disclosed for directors in these proxies .