David Pijor
About David Pijor
David W. Pijor, age 72, has served as Chairman and Chief Executive Officer of FVCBankcorp, Inc. and FVCbank since the Bank’s formation in 2007; he also served as President from 2014 to 2017 . The roles of Chairman and CEO are combined (not independent), mitigated by the Board’s Lead Independent Director, L. Burwell Gunn . Under his leadership, FVCB’s net income rose 294% in 2024 versus 2023 (to $15.1M), while two-year TSR fell from 100.80 to 89.94 (fixed $100 investment basis), reflecting the 2023 securities repositioning losses and 2024 earnings recovery . Compensation “actually paid” to the PEO rebounded in 2024 alongside improved net income, consistent with the Company’s discretionary, performance-informed bonus philosophy .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| FVCBankcorp / FVCbank | Chairman & CEO | 2007–present | Combined chair/CEO structure with Lead Independent Director oversight |
| FVCBankcorp / FVCbank | President | 2014–2017 | Senior operating leadership during growth phase |
| James Monroe Bank | Founding Chairman | Not disclosed (through sale to Mercantile Bankshares) | Guided bank from formation to successful sale |
| Private practice (Fairfax, VA) | Corporate & tax attorney | 30+ years (prior to FVCbank) | Deep legal/transactional expertise in banking, corporate, and tax |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| James Monroe Bank | Founding Chairman | Not disclosed | Built and exited a regional bank platform |
| Private legal practice | Attorney | 30+ years | Legal experience informs regulatory and strategic decisions |
Fixed Compensation
| Year | Base Salary ($) | Bonus ($) | Stock Awards ($) | Option Awards ($) | All Other Compensation ($) | Total ($) |
|---|---|---|---|---|---|---|
| 2024 (NEO) | 810,000 | 467,437 | — | — | 214,224 | 1,491,661 |
| 2023 (NEO) | 810,000 | — | 185,900 | — | 79,210 | 1,075,110 |
| 2025 current base (approved early 2025) | 891,000 | n/a | n/a | n/a | n/a | n/a |
Notes:
- “All Other Compensation” includes car allowance ($12,000), insurance premiums ($11,550), 401(k) matching ($12,075), and vested SERP amounts ($178,599) in 2024 .
- In 2024, both Pijor and Ferrick requested no base increases; the Compensation Committee raised base salaries in early 2025 based on 2024 performance (PEO to $891,000) .
Performance Compensation
| Incentive Type | Metric(s) | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|---|
| Annual cash bonus (discretionary) | Company performance thresholds: net income, asset growth, credit quality | Discretionary (not formulaic) | Not disclosed | Satisfactory 2024 performance (net income up 294%) | $467,437 (2024) | Cash (annual) |
| RSUs (time-based) | Service (time) – no explicit performance PSU metrics disclosed | n/a | 4-year equal annual vest | Ongoing | n/a | 2021 grant: vests annually from Mar 26, 2022 (4 tranches) ; 2022 grant: from Jun 23, 2023 ; 2023 grant (none for Pijor) |
| Stock options | Service; 100% FMV strikes at grant | n/a | n/a | n/a | n/a | Exercisable; expirations Mar 1, 2025 and May 19, 2026 |
Outstanding awards and schedules:
- RSUs unvested as of 12/31/2024: 5,361 (2021 grant; $67,388 MV) and 6,250 (2022 grant; $78,563 MV) based on $12.57 closing price on 12/31/2024 .
- Options exercisable: 97,656 @ $6.85 exp. 3/1/2025; 97,656 @ $9.22 exp. 5/19/2026 .
- No executive equity grants were made in 2024 due to operating environment and 2023 results .
Equity Ownership & Alignment
| Date | Common Stock Beneficially Owned (shares) | % of Class | Exercisable Options included | RSUs vesting within 60 days (footnote) |
|---|---|---|---|---|
| Apr 4, 2025 | 592,500 | 3.20% | 97,656 | 1,250 units vesting within 60 days for all directors/executives (aggregate) |
| Mar 25, 2024 | 732,057 | 4.03% | 292,968 | 21,902 units vesting within 60 days for all directors/executives (aggregate) |
Additional alignment factors:
- Hedging, short sales, margin trading, and pledging of FVCB stock are prohibited for directors and executive officers . Pre-clearance, blackout windows, and 10b5-1 plan cooling-off periods apply, with detailed insider trading procedures filed as Exhibit 19.1 to the 2024 Form 10-K .
- Clawback policy (effective Oct 2, 2023) requires recoupment of erroneously awarded incentive compensation following any material accounting restatement on a “no fault” basis .
Employment Terms
| Provision | Key Terms |
|---|---|
| Employment agreement (amended & restated Mar 16, 2021) | Auto-renewing one-year terms unless notice given ≥120 days prior to end of term |
| Base salary & incentive opportunity | Annual base (historically $810,000; increased to $891,000 early 2025) ; annual incentive up to $1,000,000 (Board discretion) |
| Severance (no cause/good reason) | 2 years of base salary (at then-current rate) + average annual bonus over prior 3 years, paid monthly; 2 years COBRA premiums |
| Change-in-control (CIC) severance (timing-based) | After CIC: lump sum = 2.99×(highest base in prior 12 months + average bonus over prior 3 years) + 2 years COBRA premiums ; Prior to CIC within defined period: 2 years of payments equal to 2×(base+avg bonus) + catch-up lump sum to 2.99× after CIC + 2 years COBRA premiums ; automatic safe harbor reduction to avoid excise tax unless net-after-tax better paying excise |
| Restrictive covenants | 2-year non-compete and non-solicit post-termination; 25-mile radius of HQ and branches/offices |
| Perquisites | $1,000 monthly car allowance; $1,000,000 company-paid life insurance; participation in standard employee benefit plans |
| Supplemental Executive Retirement Plan (SERP) | Fully vested; $150,000 annually at retirement age 77 for 10 years; CIC protection provides lump sum of accrued benefit |
Board Governance
- Structure: Combined Chairman and CEO (Pijor), with Lead Independent Director (Gunn) presiding over independent sessions; independent directors meet without the CEO .
- Independence: All directors except Pijor and President Patricia Ferrick are independent under Nasdaq rules; Audit and Compensation members meet heightened independence standards .
- Committees:
- Audit (Chair: Schwartz; Members: Laughlin, Simmonds)
- Compensation (Chair: Testa; Members: Wills, Krishnan; consultant: Blanchard Consulting Group)
- Governance & Nominating (Chair: Gunn; Members: Testa, Wiltse)
- Attendance: Board held 12 meetings in 2024; each director attended ≥75% of aggregate Board/committee meetings; independent directors met once in 2024 .
- Director pay: Non-employee directors receive cash retainers and meeting fees; employee directors (including Pijor) receive no additional Board cash compensation .
Related Party Transactions
The Bank had an aggregate maximum of $53.4M of loans (including lines) to officers, directors, and related parties during 2024 (22.7% of shareholders’ equity), all on market terms and no problem loan classifications .
Company Performance Context
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Net Income ($USD thousands) | 24,984 | 3,822 | 15,064 |
| TSR – Value of fixed $100 investment | 108.29 | 100.80 | 89.94 |
Management commentary attributes the 2023 net income decline to $15.6M in realized losses from available-for-sale securities repositioning, with recovery in 2024 .
Financials (for pay-for-performance alignment)
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Revenues ($USD) | 2,834,000* | -13,370,000* | 2,534,000* |
| Net Income ($USD) | 24,984,000 | 3,822,000 | 15,064,000 |
Values with asterisks were retrieved from S&P Global.
Director Compensation (for Board service benchmarking)
| Name | Fees Earned (2024) | Stock Awards | Chair/Committee fees | Total |
|---|---|---|---|---|
| Non-employee directors (examples) | See director table | No equity grants in 2024 | Various meeting fees and retainers | See director table |
- 2024 non-employee director cash structure: annual retainer $45,000; Board meeting $1,000; Loan Committee $600; Audit $300 ($400 Chair); ALCO $200; Tech $200; Compensation Committee annual $1,000 ($2,000 Chair) .
- Pijor (employee director) did not receive director cash fees .
Risk Indicators & Red Flags
- Combined chair/CEO role (governance risk), mitigated by Lead Independent Director and committee independence .
- Hedging/pledging prohibited; strict insider trading controls and pre-clearance reduce misalignment and reputational risk .
- Option expirations could create trading windows/pressure (97,656 expiring Mar 1, 2025; 97,656 expiring May 19, 2026) .
- Related-party lending present but disclosed as market-standard and not problematic in 2024 .
- SEC Rule 10D-1-compliant clawback adopted (restatement-trigger, no-fault) .
Compensation Committee Analysis
- Committee Composition: independent directors (Chair Testa; Wills; Krishnan) .
- Consultant: Blanchard Consulting Group for benchmarking and peer review .
- Meetings: Committee met once in 2024 (3 times in 2023), reflecting reduced grant activity and the Company’s discretionary bonus framework .
Investment Implications
- Pay-for-performance linkage: 2024 PEO compensation “actually paid” rose with net income recovery; bonuses are discretionary but conditioned on performance thresholds (net income, asset growth, credit quality), implying sensitivity of cash incentives to earnings trajectory .
- Near-term selling pressure: RSU tranches vest annually (Mar 26 and Jun 23) and options had a large tranche expiring Mar 1, 2025; 2026 expiry remains, which can create periodic selling windows; hedging/pledging bans reduce leverage-driven sales risk .
- Alignment: Material personal share ownership (3.20% as of Apr 2025) with prohibitions on hedging/margin/pledging and a mandatory clawback policy provide strong alignment and downside governance protections .
- Governance: Combined chair/CEO structure warrants continued monitoring; however, independent oversight structures (Lead Independent Director; independent committees) and meeting attendance metrics are robust .
- CIC economics: Double-trigger oriented severance with 2.99× cap and excise tax safe harbor limits excessive payouts; restrictive covenants protect franchise value post-termination .
Citations:
- Board leadership, independence, committees, attendance:
- Ownership and options/RSUs:
- Executive compensation tables and narratives:
- Clawback and insider trading policies:
- Related party transactions:
- Pay vs performance and TSR/net income: