Devin Satz
About Devin Satz
Independent director of FVCBankcorp, Inc. since the Bank’s formation in 2007; age 71 and currently retired. Founder and former President/CEO of Synchronous Knowledge, Inc. (sold to IMS Health in 2005); co‑founded Drey Capital Group LLC in 2016 (captive insurance for SMBs). The Board classifies Satz as independent under Nasdaq rules, and directors (including Satz) attended at least 75% of Board/committee meetings in 2024 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Synchronous Knowledge, Inc. | Founder; President & CEO | Until sale to IMS Health in 2005 | Led health services research analyzing electronic medical records, including for U.S. Air Force |
| Drey Capital Group LLC | Co‑founder | 2016– | Provides captive insurance solutions to small/mid‑sized businesses |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| — | — | — | No other public company directorships disclosed for Satz |
Board Governance
- Independence and leadership: Satz is deemed independent under Nasdaq rules; Board combines Chair/CEO roles but has a Lead Independent Director (L. Burwell Gunn) overseeing executive sessions (independent directors met once in 2024) .
- Committees: Satz is not listed on the three standing committees. Audit: Laughlin, Schwartz (Chair), Simmonds; Compensation: Testa (Chair), Wills, Krishnan; Governance & Nominating: Gunn (Chair), Testa, Wiltse .
- Engagement and attendance: Board held 12 regular meetings in 2024; each director attended at least 75% of the aggregate Board/committee meetings .
Fixed Compensation
| Component | Amount/Rate | Period/Date | Notes |
|---|---|---|---|
| Total cash paid to Devin Satz | $58,600 | FY2024 | Non‑employee director fees; no equity granted in 2024 |
| Annual Board retainer (non‑employee directors) | $45,000 | FY2024 | Standard cash retainer |
| Board meeting fee | $1,000 per meeting | FY2024 | Paid per meeting attended |
| Director Loan Committee fee | $600 per meeting | FY2024 | Committee attendance fee |
| Audit Committee fee | $300 per meeting ($400 Chair) | FY2024 | Committee attendance fee |
| Asset‑Liability Management Committee fee | $200 per meeting | FY2024 | Committee attendance fee |
| Technology Committee fee | $200 per meeting | FY2024 | Committee attendance fee |
| Compensation Committee annual retainer | $1,000 (members); $2,000 (Chair) | FY2024 | Committee retainer (not per‑meeting) |
Performance Compensation
| Instrument | Grant Year | Vesting | Quantity (Unvested as of 12/31/2024) | Performance Metrics |
|---|---|---|---|---|
| Restricted Stock Units (RSUs) | Prior grants | Time‑based (no performance metrics disclosed) | 2,500 | None disclosed; directors received no equity grants in 2024 |
No director performance‑based pay metrics disclosed for 2024; RSUs outstanding are time‑vested from prior grants .
Other Directorships & Interlocks
| Company | Type | Role | Potential Interlock/Conflict |
|---|---|---|---|
| — | — | — | No other current public company boards or disclosed interlocks for Satz |
Expertise & Qualifications
- Healthcare data/analytics founder with EMR analysis expertise; entrepreneurship and operational leadership (CEO experience) .
- Captive insurance co‑founder—risk transfer/insurance structuring exposure relevant to financial institution risk discussions .
Equity Ownership
| Metric | Amount | Date/Context | Notes |
|---|---|---|---|
| Common stock beneficially owned (Devin Satz) | 177,780 shares | As of April 4, 2025 | Includes shares plus rights exercisable within 60 days; <1% of class |
| Exercisable options counted in beneficial ownership | 21,483 | As of April 4, 2025 | Included in above “beneficially owned” per SEC rules |
| Percentage of class | <1% | As of April 4, 2025 | Company had 18,406,216 shares outstanding |
| Outstanding option awards (all vested) | 45,896 | As of 12/31/2024 | Non‑employee director options; all vested |
| Unvested RSUs | 2,500 | As of 12/31/2024 | Time‑vested units outstanding |
| Hedging/Pledging policy | Prohibited for directors/executives | Insider Trading Policy | Prohibits hedging, short sales, margin trading, and pledging FVCB stock |
Governance Assessment
- Independence and tenure: Satz is independent and has long‑standing board tenure since 2007, bringing continuity and sector‑adjacent expertise (health data/insurance). Independence status supports investor confidence; combined Chair/CEO is offset by a Lead Independent Director structure .
- Committee influence: Not serving on Audit/Compensation/Governance committees limits direct oversight leverage; however, Board meets regularly and independent directors hold executive sessions .
- Alignment: Meaningful share ownership with options history and unvested RSUs; hedging/pledging prohibitions reduce misalignment risk. Directors received no equity grants in 2024, indicating conservative director pay practices .
- Engagement: Each director met the ≥75% attendance threshold; Board held 12 meetings in 2024—acceptable engagement baseline for small‑cap bank governance .
- Related‑party/credit exposure: Insider/related‑party loans aggregated $53.4 million (~22.7% of equity) in 2024, all on market terms with no adverse classifications—important to monitor for potential perceived conflicts, though no unfavorable features were reported .
- RED FLAGS: None specific to Satz disclosed (no late Section 16 filings noted for him, no pledging, no related‑party transactions tied to Satz identified). Group‑level insider lending magnitude warrants ongoing scrutiny in bank governance contexts .