Marc Duber
About Marc N. Duber
Marc N. Duber, age 66, has served as an independent director of FVCBankcorp, Inc. since October 2022. He is Executive Vice President and Chief Operating Officer of The Bernstein Companies, a Washington, D.C.–based real estate firm where he began his career in 1980, with expertise spanning strategic acquisitions, ground-up development, hotel and commercial property management. He is an alumnus of American University and served as Chairman of its Board of Trustees from 2019 to 2023; he has also held governance roles at Washington Hospital Center and MedStar Health, including chairing the philanthropy committee for the MedStar Georgetown University Hospital Capital Campaign .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| The Bernstein Companies | Executive Vice President & Chief Operating Officer | 1980–present | Focus on strategic acquisitions, ground-up developments, investments, and managing hotel and commercial properties |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| American University | Chairman, Board of Trustees | 2019–2023 | Led board governance at AU |
| Washington Hospital Center | Former Chairman of the Board | Not disclosed | Oversight of hospital governance |
| MedStar Health, Inc. | Former Board Member | Not disclosed | Chaired philanthropy committee for MedStar Georgetown University Hospital Capital Campaign |
Board Governance
- Independence: The Board determined all directors other than the CEO/Chair (David W. Pijor) and President (Patricia A. Ferrick) are independent under Nasdaq Rule 5605(a)(2); Duber is independent .
- Committee assignments: 2024-2025 standing committees and membership—Audit (Laughlin, Schwartz–Chair, Simmonds), Compensation (Testa–Chair, Wills, Krishnan), Governance & Nominating (Gunn–Chair, Testa, Wiltse). Duber is not listed on these standing committees .
- Attendance and engagement: The Board held 12 regular meetings in 2024; each director attended at least 75% of aggregate Board and committee meetings; independent directors met once in executive session .
- Board leadership: CEO and Chairman roles are combined; lead independent director (L. Burwell Gunn) oversees executive sessions, consistent with Nasdaq requirements .
Fixed Compensation
| Item | Amount (USD) |
|---|---|
| Fees Earned or Paid in Cash (2024) | $62,400 |
| Stock Awards (2024) | $0 |
| All Other Compensation (2024) | $0 |
Director fee schedule (policy-level):
| Component | Amount (USD) |
|---|---|
| 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) | $300; Chair $400 |
| Asset-Liability Management Committee (per meeting) | $200 |
| Technology Committee (per meeting) | $200 |
| Compensation Committee annual retainer | $1,000; Chair $2,000 |
Performance Compensation
| Component | 2024 Grants | Unvested at 12/31/2024 | Notes |
|---|---|---|---|
| RSUs | $0 | 0 shares | No director equity granted in 2024 |
| Options | $0 | 0 shares (all directors’ outstanding options listed; Duber has none) | No option awards outstanding for Duber |
No director performance metrics (TSR, revenue, ESG) are tied to director compensation; directors did not receive equity compensation in 2024 .
Other Directorships & Interlocks
| Category | Details |
|---|---|
| Current public company boards | None disclosed |
| Nonprofit/academic boards | American University (Chairman, 2019–2023); Washington Hospital Center (former Chairman); MedStar Health (former Board member; philanthropy committee chair) |
| Potential interlocks/conflicts | Real estate executive background may intersect with bank customers in real estate/hospitality; the Board considered ordinary-course banking relationships in independence determinations |
Expertise & Qualifications
- Four decades in real estate development, acquisitions, and property management, including hotel assets—valuable for credit and real estate risk oversight at a regional bank .
- Chair experience at major nonprofit boards (American University; Washington Hospital Center) and philanthropy leadership at MedStar Health, indicating governance and stakeholder engagement capabilities .
Equity Ownership
| Metric | Value |
|---|---|
| Common stock beneficially owned (as of 4/4/2025) | 3,668 shares |
| Percentage of class | <1% |
| Options included in beneficial ownership | None |
| Unvested director RSUs at 12/31/2024 | 0 shares |
- Anti-hedging/pledging: Company policy prohibits directors and officers from hedging, short sales, trading on margin, and pledging Company stock as collateral .
- Shares outstanding (context for % ownership): 18,406,216 at record date (April 4, 2025) .
Insider Trades and Section 16 Compliance
| Indicator | Status |
|---|---|
| Section 16(a) filings (2024) | No failures noted for directors/officers except one late Form 4 for Director Philip R. Wills; no issues cited for Duber |
Governance Assessment
- Strengths: Independent director; solid governance pedigree; anti-hedging/pledging policy supports alignment; no Section 16 compliance issues noted for Duber .
- Weaknesses: 2024 director compensation was entirely cash with no equity grants; Duber holds a small personal stake (3,668 shares, <1%), which may temper alignment versus equity-heavy structures .
- Potential conflicts: The Bank engages in ordinary-course transactions with insiders/related parties; maximum insider/related loans reached $53.4 million in 2024 (≈22.7% of shareholders’ equity), though terms were market-based and none were problem loans—Board independence review explicitly considered such relationships; Duber’s real estate executive role warrants monitoring for any related-party exposure or customer overlaps (none specifically disclosed) .
- Board structure risk: Combined CEO/Chair model can constrain independent oversight; mitigated by Lead Independent Director and executive sessions, but remains a governance consideration for investors .
Overall signal: Duber is an experienced, independent director with strong external governance credentials. Alignment relies on policy-based safeguards rather than equity grants; investors may prefer increased director equity participation to strengthen pay-for-performance linkage, while monitoring any real estate-linked related-party exposures under the Bank’s ordinary-course lending framework .