Patricia Ferrick
About Patricia Ferrick
Patricia A. Ferrick (age 62) is President and a director of FVCBankcorp, Inc. (FVCB) and FVCbank since June 2017; she previously served as Executive Vice President and Chief Financial Officer from the Bank’s organization in 2007. She began her career as an auditor at KPMG, obtained her CPA, and held internal audit/controller roles at banks in the Washington, D.C. area; prior CFO roles include Southern Financial Bancorp (2000–2004) and Potomac Bank of Virginia (2004–2006) . Current base salary set in early 2025 is $534,600, with discretionary annual cash bonuses contingent on Company performance, including minimum levels of net income, asset growth, and credit quality; equity incentives are administered under the Amended and Restated 2008 Stock Plan .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| FVCbank/FVCB | EVP & CFO | 2007–2017 | Founding finance leadership; built public-company financial reporting and controls |
| Southern Financial Bancorp, Inc. | EVP & CFO | 2000–2004 | Led finance at a community bank; prepared for combination activity |
| Potomac Bank of Virginia | EVP & CFO | 2004–2006 | Oversaw finance and capital at regional bank |
| KPMG (Peat Marwick) | Auditor (CPA) | Not disclosed | External audit training; CPA credential; foundation in GAAP and controls |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Virginia Hospital Center Medical Brigade | Director | Since July 2020 | Community health engagement and governance |
| Virginia Bankers Association Management Services, Inc. (VBA MSI) | Director | Since 2020 | Industry services oversight; network within Virginia banking |
| Ronald McDonald House Charities of Washington, D.C. | Director | 2011–2017 | Non-profit governance; community ties |
| Virginia Association of Community Banks | Director | 2017–2018 | Advocacy and peer engagement in community banking |
Fixed Compensation
| Metric | 2021 | 2022 | 2023 | 2024 |
|---|---|---|---|---|
| Base Salary ($) | $451,667 | $481,333 | $486,000 | $486,000 |
| All Other Compensation ($) | $20,133 | $81,955 | $61,863 | $169,594 |
| Current Base Salary (set early 2025) | — | — | — | $534,600 (effective 2025) |
Notes:
- 2024 “All Other Compensation” includes $148,947 related to vested portion of Supplemental Executive Retirement Plan (SERP) benefit, $9,949 401(k) match, $8,550 insurance premiums, and $2,148 personal use of company vehicle .
- The Compensation Committee did not increase Ferrick’s base salary for 2024; in early 2025 it approved increases based on 2024 performance to $534,600 .
Performance Compensation
Cash Bonus History
| Year | Target Bonus % | Actual Bonus ($) | Basis and Notes |
|---|---|---|---|
| 2021 | Not disclosed | $285,000 | Discretionary, contingent on Company performance including net income, asset growth, credit quality |
| 2022 | Not disclosed | $215,834 | Discretionary; Ferrick requested a decrease given operating environment |
| 2023 | Not disclosed | $0 | Discretionary; Ferrick requested no annual cash bonus for 2023 |
| 2024 | Not disclosed | $168,277 | Discretionary; contingent on performance |
RSU Awards (Time-Vested; Four Equal Annual Installments)
| Grant Date | Award Type | Fair Value at Grant | Shares (Unvested as of 12/31/2023) | Vesting Schedule | Notes |
|---|---|---|---|---|---|
| Mar 26, 2021 | RSUs | Not disclosed in 2024 proxy | 7,147 | 4 equal annual installments starting first anniversary | Outstanding awards table references 2021 RSU grant |
| Jun 23, 2022 | RSUs | $14.87 per share (FV per RSU) | 6,563 | 4 equal annual installments starting first anniversary | Grant date FV methodology under ASC 718 |
| May 31, 2023 | RSUs | $10.22 per share (FV per RSU) | Not applicable to Ferrick (no 2023 stock awards) | 4 equal annual installments | Officers received 2023 grants for 2022 performance; Ferrick did not receive 2023 stock awards |
Option Awards (Exercisable; Historical Equity Mix)
| Grant | Number Exercisable | Exercise Price | Expiration | Notes |
|---|---|---|---|---|
| 2008 Plan options | 34,178 | $5.56 | 6/26/2024 | Granted at ≥100% of market value; under 2008 Plan |
| 2008 Plan options | 39,062 | $6.85 | 3/1/2025 | Granted at ≥100% of market value |
| 2008 Plan options | 37,108 | $9.22 | 5/19/2026 | Granted at ≥100% of market value |
Compensation structure observations:
- Equity awards shifted toward time-vested RSUs; no officer equity awards were granted in 2024 due to operating environment and 2023 results .
- Annual bonuses are discretionary with minimum performance thresholds; specific weightings and targets are not disclosed .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total Beneficial Ownership | 246,857 shares; includes 110,348 exercisable options; 1.37% of class (based on 17,877,051 shares) |
| Vested vs. Unvested Equity | Unvested RSUs at 12/31/2023: 7,147 (2021 grant) and 6,563 (2022 grant) |
| Market Value of Unvested RSUs | $101,480 (2021 grant) and $93,188 (2022 grant), based on $14.20 closing price on 12/31/2023 |
| Pledging/Hedging Policy | Directors and executive officers are prohibited from hedging, short sales, margin trading, and pledging Company stock |
| Stock Ownership Guidelines | Not disclosed in proxy |
Employment Terms
| Provision | Key Terms |
|---|---|
| Change-in-Control Agreement (amended and restated Mar 16, 2021) | Auto-renews annually; if terminated without cause or for good reason within CIC period, lump-sum severance equals 2x sum of highest base salary in prior 12 months + average annual bonus over prior 3 years; plus COBRA premiums for 1 year; payments reduced to safe harbor to avoid excise tax unless better after-tax position if excise tax paid; Company/Bank do not provide excise tax gross-ups |
| Non-Compete / Non-Solicit | For 1 year post-termination/expiration, cannot serve or assist competitive businesses operating within 25 miles of Bank HQ or any branch; cannot solicit customers or employees |
| SERP (Supplemental Executive Retirement Plan) | Fully vested; pays $125,000 annually for 10 years starting at the later of separation or age 67; CIC within 12 months of termination triggers lump-sum payment of accrued benefit calculated as if employed to normal retirement age |
| 401(k) Plan | Safe harbor plan with matching up to 100% of deferrals to 1% of pay and 50% of deferrals from 1–6%; caps per plan year apply (example cap $55,000 in 2022) |
Board Governance
- Board Service and Role: Ferrick has served as a director since June 2017 and as President since June 2017; she also serves as Corporate Secretary for shareholder communications .
- Independence and Committees: Audit and Compensation Committees are composed of independent, non-employee directors; Ferrick, as a management director, does not sit on these committees .
- Lead Independent Director: L. Burwell Gunn serves as Lead Director (role established in 2018) .
- Board Compensation: Employees do not receive additional cash compensation for Board service; thus Ferrick receives no director fees .
Director Compensation (Ferrick as employee-director)
- Employees on the Board do not receive additional cash compensation for service; non-employee director fee structure disclosed separately (annual retainer, per-meeting fees, committee fees) .
Compensation & Ownership Tables
Summary Compensation – Ferrick
| Component ($) | 2021 | 2022 | 2023 | 2024 |
|---|---|---|---|---|
| Salary | $451,667 | $481,333 | $486,000 | $486,000 |
| Bonus | $285,000 | $215,834 | $0 | $168,277 |
| Stock Awards (Fair Value) | $199,998 | $130,130 | $0 | $0 |
| Option Awards | $0 | $0 | $0 | $0 |
| All Other Compensation | $20,133 | $81,955 | $61,863 | $169,594 |
| Total | $956,798 | $909,252 | $547,863 | $823,871 |
Outstanding Equity Awards (Ferrick) at 12/31/2023
| Instrument | Quantity | Exercise Price / MV | Expiration / Valuation Date | Vesting |
|---|---|---|---|---|
| Options (Exercisable) | 34,178 | $5.56 | 6/26/2024 | Vested |
| Options (Exercisable) | 39,062 | $6.85 | 3/1/2025 | Vested |
| Options (Exercisable) | 37,108 | $9.22 | 5/19/2026 | Vested |
| RSUs (Unvested) – 2021 grant | 7,147 | $101,480 (MV at $14.20) | 12/31/2023 | 4 equal annual installments from 1st anniversary |
| RSUs (Unvested) – 2022 grant | 6,563 | $93,188 (MV at $14.20) | 12/31/2023 | 4 equal annual installments from 1st anniversary |
Beneficial Ownership (as of 3/25/2024)
| Holder | Shares Beneficially Owned | Exercisable Options Included | % of Class |
|---|---|---|---|
| Patricia A. Ferrick | 246,857 | 110,348 | 1.37% |
Risk Indicators and Red Flags
- Hedging/Pledging Prohibited: Policy prohibits hedging, short sales, margin trading, and pledging for directors and executive officers, reducing misalignment risk .
- Golden Parachute Excise Taxes: CIC agreements include automatic reduction to avoid excise taxes; Company does not provide gross-ups (shareholder-friendly) .
- Insider Loans: Aggregate loans to insiders and related parties were $53.4 million in 2024 (22.7% of year-end equity); all on market terms without adverse classification, typical in banking but worth monitoring .
Compensation Committee and Benchmarking
- Compensation Committee Composition: Independent, non-employee members; met 3 times in 2023 .
- Consultant: Blanchard Consulting Group retained as independent compensation consultant for executive benchmarking and peer review .
Board Service History and Dual-Role Implications
- Service: Director since 2017; President since 2017; Corporate Secretary for shareholder communications .
- Committee Roles: Not on Audit or Compensation Committees, which are comprised of independent, non-employee directors .
- Independence: As a management director, Ferrick is not a non-employee independent director; dual executive-director role centralizes operational knowledge but separates oversight via independent committees .
Investment Implications
- Alignment: Significant beneficial ownership (1.37%) and long-tenured options/RSUs create ongoing equity exposure; hedging/pledging bans strengthen alignment .
- Pay-for-Performance Mix: Discretionary cash bonuses tied to Company performance with recent moderation (no 2023 bonus; lower 2024 bonus) and no officer equity awards in 2024 reflect conservative posture amid operating conditions .
- Retention Economics: Fully vested SERP ($125k/year for 10 years from age 67) and 2x CIC severance (salary+bonus) with non-compete signal balanced retention and protection without tax gross-ups; monitor RSU vesting cadence and option expirations through 2026 for potential liquidity events .
- Governance: Dual role as President and director is offset by independent committee structures and Lead Independent Director oversight; absence of clawback disclosure is a gap to watch, though insider trading/hedging policies are robust .