Meena Krishnan
About Meena Krishnan
Independent director of FVCBankcorp, Inc. since January 2021; age 62. President and CEO of Inoventures, LLC (founded 2014), a business analytics firm focused on big data, software, systems integration, and cloud migration; also President and CEO of SciMetrika, LLC (health IT; subsidiary of Inoventures) since 2018 . Prior experience includes VP of Strategic Programs at INDUS Corporation and Senior Leader at Verizon Business; founder and chair of the nonprofit Save a Child Now . The board has determined she is independent under Nasdaq rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| INDUS Corporation | Vice President, Strategic Programs | Prior to 2014 | Technology/IT program leadership |
| Verizon Business | Senior Leader | Prior to 2014 | Enterprise technology/operations leadership |
External Roles
| Organization | Role | Dates | Notes |
|---|---|---|---|
| Save a Child Now (nonprofit) | Founder and Chairman | Not disclosed | Community/charitable leadership |
No other public company directorships disclosed in the proxy biographies .
Board Governance
- Independence: Independent director under Nasdaq Rule 5605(a)(2) .
- Committee assignments (2024 activity levels shown):
- Compensation Committee – Member (committee met 1 time in 2024; independent consultant Blanchard Consulting Group engaged) .
- Not on Audit Committee (Audit met 10 times in 2024) .
- Not on Governance & Nominating Committee (met once in 2024) .
- Board leadership: CEO/Chair roles combined; Lead Independent Director (L. Burwell Gunn) presides over independent sessions .
- Attendance: Board held 12 regular meetings in 2024; each director attended at least 75% of the aggregate of Board and committee meetings on which they served .
| Governance Item | 2024/2025 Detail | Source |
|---|---|---|
| Board meetings held (2024) | 12 | |
| Compensation Committee meetings (2024) | 1 | |
| Audit Committee meetings (2024) | 10 | |
| Governance & Nominating Committee meetings (2024) | 1 | |
| Independence status | Independent | |
| Lead Independent Director | L. Burwell Gunn | |
| Executive sessions (2024) | Independent directors met once |
Fixed Compensation
Program structure for non-employee directors (2024):
- Annual retainer: $45,000 .
- Board meeting fee: $1,000 per meeting .
- Committee meeting fees: Director Loan $600; Audit $300 ($400 Chair); Asset-Liability Mgmt $200; Technology $200 .
- Compensation Committee retainer: $1,000 for members; $2,000 for Chair .
| Year | Fees Earned – Meena Krishnan ($) | Stock Awards ($) | All Other ($) | Total ($) |
|---|---|---|---|---|
| 2023 | 67,800 | — | — | 67,800 |
| 2024 | 68,800 | — | — | 68,800 |
Notes: No director equity grants were issued in 2023 or 2024 for board service .
Performance Compensation
Directors receive minimal “at-risk” pay. No performance-based equity grants disclosed for directors in 2024. Outstanding time-based RSUs from prior grants remained unvested at year-end 2024.
| Equity Instrument | Status at 12/31/2024 | Quantity | Vesting/Terms |
|---|---|---|---|
| RSUs (time-based) | Unvested | 1,250 | Time-based; specific grant dates/vesting not disclosed for directors |
| Stock options | Outstanding (all vested across directors); none for Krishnan | 0 (Krishnan) | N/A |
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards | None disclosed |
| Prior public company boards | None disclosed |
| Notable nonprofit/academic boards | Save a Child Now (Founder/Chair) |
| Potential interlocks/conflicts | None disclosed in proxy; no cross-comp committee interlocks reported |
Expertise & Qualifications
- Technology and analytics: Big data, software, systems integration, and cloud migration expertise .
- Health IT leadership via SciMetrika .
- Government contracting domain experience (strategic focus for FVCB) .
- Community leadership via nonprofit work .
Equity Ownership
- Hedging/pledging: Insider trading policy prohibits hedging, short sales, margin trading, and pledging by directors and executive officers .
| Metric | 2023 | 2024 | 2025 |
|---|---|---|---|
| Beneficially owned shares (Meena Krishnan) | 18,775 | 19,400 | 20,025 |
| Options included in ownership | 0 | 0 | 0 |
| % of class | <1% | <1% | <1% |
Shareholder Voting/Engagement Signals
- 2024 director election support (Annual Meeting May 15, 2024):
| Director | For | Withhold | Broker Non-Votes |
|---|---|---|---|
| Meena Krishnan | 11,445,689 | 102,564 | 3,290,270 |
- 2024 Say-on-Pay (advisory): For 11,015,188; Against 471,276; Abstain 61,789 .
Related-Party Transactions and Conflicts
- Policy: Insider loans/transactions require board approval with interested directors recused; terms must be substantially the same as for non-related parties .
- 2024 insider and related-party loan exposure: Peak aggregate $53.4 million (≈22.7% of YE 2024 shareholders’ equity); none classified as nonaccrual/past due/TDR/potential problem loans at YE 2024 .
- No specific related-party transactions disclosed for Meena Krishnan .
Governance Assessment
-
Positive indicators:
- Independent director with technology/data and government contracting expertise aligned to bank strategy .
- Clear investor support in the 2024 election (low withhold votes) .
- Compliance with attendance thresholds; board and committee cadence disclosed .
- Prohibitions on hedging and pledging enhance alignment .
-
Watch items / potential red flags:
- Combined CEO/Chair structure; mitigated by Lead Independent Director, but concentration of power remains a governance risk factor .
- Compensation Committee met only once in 2024; depending on compensation complexity, limited meetings may constrain oversight .
- Director equity awards were not granted in 2024; while cash retainers and meeting fees provide compensation, reduced ongoing equity issuance may modestly weaken long-term alignment (some RSUs remain outstanding) .
-
Ownership alignment:
- Personal stake is modest (<1% of shares outstanding), consistent with peers for small-cap banks; trend shows gradual increase in owned shares from 2023 to 2025 .
- No pledging permitted; hedging prohibited .
-
Committee composition and independence:
- Service on the Compensation Committee with independent consultant support (Blanchard Consulting Group) strengthens independence of pay-setting processes .
Note: Attempts to retrieve director-specific Form 4 transactions via the insider-trades skill failed due to authorization error; holdings and alignment are therefore presented from the latest DEF 14A beneficial ownership tables .