Jennifer Deacon
About Jennifer Deacon
Jennifer L. Deacon is Executive Vice President and Chief Financial Officer of FVCBankcorp, Inc. and FVCbank, serving in this role since 2017; she is a licensed CPA with prior experience as EVP & Chief Accounting Officer at Cardinal Financial Corporation (Cardinal Bank) and progressively senior roles at Cardinal Bank since 1998 . She is 50 years old as of the 2025 proxy . Company-level performance over her tenure shows TSR of $108.29 (2022), $100.80 (2023), and $89.94 (2024), with net income of $24.984M (2022), $3.822M (2023), and $15.064M (2024), where 2023 results reflected $15.6M of realized securities losses from a balance sheet repositioning .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| FVCBankcorp, Inc. / FVCbank | EVP & Chief Financial Officer | 2017–present | Oversees financial reporting and finance functions at the bank holding company and bank . |
| Cardinal Financial Corporation (Cardinal Bank) | EVP & Chief Accounting Officer | 2013–2017 | Senior accounting leadership at public bank holding company and subsidiary bank . |
| Cardinal Bank | Progressive accounting/finance roles | 1998–2013 | Advanced through roles since 1998, building deep regional banking finance expertise . |
Fixed Compensation
- FVCB’s executive pay program includes base salary, discretionary annual cash bonuses, equity-based compensation (primarily RSUs), SERP participation, and limited perquisites; base salaries are reviewed annually by the Compensation Committee with reference to scope, experience, and Company performance .
- Current disclosed base salaries (early 2025) for named executive officers: CEO $891,000; President $534,600; Chief Credit Officer $369,550 (CFO base salary is not disclosed because she was not a named executive officer in 2024) .
Performance Compensation
- Annual bonus: Executives are eligible for discretionary annual cash bonuses, generally contingent on Company and individual performance with minimum thresholds typically tied to net income, asset growth, and credit quality (no formulaic weighting disclosed) .
- Equity: RSUs historically vest in four equal annual installments starting on the first anniversary of grant; officer RSU grants in 2021, 2022, and 2023 followed this schedule (no 2024 officer grants) .
| Incentive type | Metric(s) | Weighting | Target | Actual | Payout mechanics | Vesting |
|---|---|---|---|---|---|---|
| Annual cash bonus | Net income, asset growth, credit quality (minimum performance levels); committee discretion | Not disclosed | Not disclosed | Not disclosed | Discretionary based on Company/individual performance | N/A |
| RSUs | Service-based | N/A | N/A | N/A | Grant value at award; expensed per ASC 718 | 25% per year over 4 years, starting 1st anniversary (2021, 2022, 2023 awards) |
Equity Ownership & Alignment
- Individual beneficial ownership for Ms. Deacon is not separately itemized in FVCB’s 2023–2025 proxy ownership tables (which list directors and named executive officers); insiders as a group (16 persons) held 2,030,014 shares (10.85%) as of April 4, 2025 .
- Hedging/pledging: FVCB prohibits directors and executive officers from hedging, short sales, trading on margin, and pledging Company stock, reducing misalignment and potential forced-selling risk .
Employment Terms
- Supplemental Executive Retirement Plan (SERP): Ms. Deacon’s SERP, entered into June 7, 2022, provides the following economics and protections (nonqualified plan) :
| Term | Detail |
|---|---|
| Normal retirement age | 67 (benefit commences after separation at/after normal retirement age) . |
| Normal retirement benefit | Annual benefit equal to $65,000, paid monthly over 10 years . |
| Vesting | Pro-rata over 5 years, contingent on continuous service . |
| CIC protection (within 12 months) | If involuntary discharge without cause or resignation for good reason: lump sum equal to the greater of accrued balance at CIC or $300,000, within 30 days post-termination . |
| Other termination before retirement age | If voluntary resignation or involuntary discharge without cause (non-CIC), or death while employed: lump-sum payment equal to vested accrual balance . |
| For cause | No SERP benefit payable . |
| Financing | Company utilizes bank-owned life insurance (BOLI) to help finance nonqualified benefits . |
Performance & Track Record
| Year | TSR – value of $100 investment | Net income ($000s) |
|---|---|---|
| 2022 | 108.29 | 24,984 |
| 2023 | 100.80 | 3,822 |
| 2024 | 89.94 | 15,064 |
- Management commentary attributes 2023’s depressed earnings to $15.6 million of losses on AFS securities sales to reposition the balance sheet; 2024 net income rebounded materially from this reset .
Governance, Policies, and Say-on-Pay Context
- Insider trading policy and alignment: Company policy prohibits hedging, short sales, trading on margin, and pledging by directors and executive officers, supporting long-term alignment .
- Section 16 compliance: Based on 2024 review, the Company reported no executive officer filing deficiencies (one director Form 4 was late) .
- Say-on-Pay (2024): Shareholders approved NEO compensation (FOR 11,015,188; AGAINST 471,276; ABSTAIN 61,789) and selected an annual frequency for Say-on-Pay (1 Year: 10,697,061) .
Investment Implications
- Retention and CIC economics: The SERP provides a defined $65,000 per year benefit at retirement and a minimum $300,000 CIC protection, which, together with pro-rata vesting, lowers retention risk through the retirement horizon while avoiding excessive parachute exposure .
- Selling pressure risk: The prohibition on hedging, margin, and pledging reduces the risk of forced selling or misaligned hedging by executives, a positive for alignment and trading-signal noise reduction .
- Pay-for-performance structure: While Ms. Deacon’s individual cash/equity awards are not separately disclosed (she was not an NEO in 2023–2024), FVCB’s program emphasizes discretionary cash bonuses tied to core profitability and balance-sheet health and time-based RSUs with four-year vesting; 2024 featured no new officer equity grants, pointing to conservatism following 2023’s balance sheet repositioning .
- Execution backdrop: Company TSR declined through 2024 while net income recovered substantially from the 2023 repositioning year; the CFO’s finance oversight during this period places emphasis on sustaining earnings growth and balance sheet stability into 2025+ .