Lawrence Schwartz

About Lawrence W. Schwartz

Independent director at FVCBankcorp, Inc. since the Bank’s organization in 2007; age 70. Schwartz is a certified public accountant and serves as Chair of the Audit Committee, designated as the Audit Committee Financial Expert under SEC rules and meeting Nasdaq financial sophistication requirements. Previously a partner at PBMares LLP (2013–2019), he was a founding director and Audit Committee Chair of BankAnnapolis/Annapolis Bancorporation (1990–2013) and adjunct professor of accountancy at George Washington University (1997–2014; 2018–2020). The Board has affirmatively determined he is independent under Nasdaq rules .

Past Roles

External Roles

• No current public company directorships disclosed; prior public board role at Annapolis Bancorporation/BankAnnapolis (ended 2013) .
• Academic role noted above; no other non-profit or private board roles disclosed for Schwartz in latest proxy .

Board Governance

• Committee Assignments: Audit Committee (Chair); other members are Scott Laughlin and Sidney G. Simmonds. Audit Committee met 10 times in 2024. Schwartz qualifies as the SEC “audit committee financial expert” and meets Nasdaq financial sophistication requirements .
• Independence: Board determined all directors other than CEO/Chair David W. Pijor and President Patricia A. Ferrick are independent (includes Schwartz). Lead Independent Director: L. Burwell Gunn .
• Attendance: Board held 12 regular meetings in 2024; each director attended at least 75% of aggregate Board and committee meetings. Independent directors held one executive session in 2024 .
• Board leadership: Combined CEO/Chair role (Pijor), mitigated by Lead Independent Director structure .

Fixed Compensation

• Fee structure (2024): Annual retainer $45,000; per meeting fees — Board $1,000; Director Loan Committee $600; Audit Committee $300 ($400 chair); Asset-Liability Management Committee $200; Technology Committee $200; Compensation Committee annual retainer $1,000 ($2,000 chair) .

Performance Compensation

• Director performance metrics: None disclosed for director equity; company notes director awards may include RSUs/options under the 2008 Plan, but 2024 had no director equity grants .

Other Directorships & Interlocks

• No current interlocks or shared directorships with FVCB competitors/suppliers/customers disclosed for Schwartz .

Expertise & Qualifications

• CPA with decades of public accounting experience; Audit Committee Financial Expert under SEC rules; Nasdaq financial sophistication met .
• Academic credentials include adjunct professorship in accountancy at GWU (years disclosed) .
• Banking governance experience from prior public company audit committee chair role .

Equity Ownership

• Unvested RSUs at 12/31/2024: 2,500 shares .
• Hedging/Pledging: Company insider trading policy prohibits directors from hedging, shorting, margin trading, and pledging company stock, mitigating alignment risk from pledging or derivatives .

Governance Assessment

• Strengths:
  • Deep audit and financial oversight capability; serves as Audit Chair and SEC-designated Financial Expert—supports strong financial reporting and risk oversight .
  • Long-tenured independent director with prior public company audit chair experience—positive for audit quality and board effectiveness .
  • Audit Committee activity level (10 meetings in 2024) and Board attendance ≥75%—signals engagement .
• Concerns/Watch items:
  • Combined CEO/Chair structure persists; while mitigated by Lead Independent Director, concentration may limit independent oversight .
  • Insider/related-party banking relationships: aggregate loans to insiders/related parties reached $53.4 million in 2024 (22.7% of equity). While on market terms and not problematic, the scale warrants continued scrutiny; approvals exclude interested directors .
  • Decline in director’s option count/ownership from 2024 to 2025 reduces option-linked incentives; minimal new director equity grants in 2023–2024 may weaken fresh equity alignment, though RSUs remain outstanding .
  • Say‑on‑pay support fell in 2025 vs. 2024 (For: 10.92M in 2025 vs. 11.02M in 2024), with higher against votes—signals potential shareholder concern on compensation; Audit Chair should monitor feedback linkage to disclosure/metrics .
• Shareholder voting signals:
  • 2024 director election: Schwartz received 11,379,642 For, 168,611 Withhold; 3,290,270 broker non-votes .
  • 2025 director election: Schwartz received 14,016,014 For, 89,605 Withhold; 1,610,299 broker non-votes .

RED FLAGS

• Related-party exposure via insider loans sizable relative to equity (22.7%) even if on market terms—continue monitoring approvals and performance .
• Combined CEO/Chair role—structural governance risk; ensure robust executive sessions and committee independence .
• Rising opposition on say‑on‑pay in 2025—potential investor confidence issue requiring Compensation Committee responsiveness; board oversight should ensure clear pay-for-performance linkage .

Appendix: Voting Outcomes (Investor Confidence Indicators)