Philip Wills III
About Philip R. Wills III
Independent director since 2010; age 58. Third-generation real estate developer and Principal at Wills Companies (founded 1992) with expertise spanning project financing, land development, sales/acquisitions, leasing, property and construction management across segments. Classified independent under Nasdaq rules; Board held 12 meetings in 2024 and each director attended at least 75% of Board/committee meetings; independent directors held one executive session .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| FVCBankcorp, Inc. | Director | 2010–present | Compensation Committee member (independent) |
| Wills Companies | Principal (Real Estate Developer) | 1992–present | Leads financing and development across asset classes |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Wills Companies | Principal | 1992–present | Real estate development in Washington, D.C. metro; broad financing/development skill set |
No other public company directorships or committee roles were disclosed in the 2025 proxy for Mr. Wills .
Board Governance
- Independence: Board affirmatively determined all directors except CEO/Chair (Pijor) and President (Ferrick) are independent; Compensation Committee members (including Wills) meet heightened Nasdaq/SEC independence standards .
- Committee assignments: Compensation Committee member; Compensation Committee met once in 2024 (Chair: Testa). Audit Committee (Laughlin, Schwartz—Chair, Simmonds) met 10x; Governance & Nominating (Gunn—Chair, Testa, Wiltse) met once .
- Attendance: Board held 12 regular meetings; each director attended ≥75% of the aggregate Board/committee meetings; independent directors held 1 executive session (Lead Independent Director: Gunn) .
- Leadership structure: CEO also serves as Chair; mitigated by Lead Independent Director structure and independent executive sessions .
Committee Participation (Mr. Wills)
| Committee | Role | Meetings in 2024 |
|---|---|---|
| Compensation | Member (Independent) | 1 |
Fixed Compensation
| Component | Amount (2024) | Detail |
|---|---|---|
| Fees Earned or Paid in Cash | $64,200 | Comprises annual retainer and per-meeting fees |
| Annual Director Retainer | $45,000 (policy) | Non-employee directors |
| Board Meeting Fee | $1,000 per meeting (policy) | Applies per attendance |
| Compensation Committee Retainer | $1,000 member / $2,000 chair (policy) | Wills is a member, not chair |
| Other Committee Fees | Loan: $600; Audit: $300 ($400 chair); ALCO: $200; Technology: $200 (policy) | If applicable to meeting attendance |
Directors received no equity compensation grants in 2024 for board service .
Performance Compensation
| Instrument | Grant Status (2024) | Outstanding/Unvested | Vesting/Terms | Performance Metrics |
|---|---|---|---|---|
| RSUs (Director service) | No new grants in 2024 | 1,875 unvested RSUs at 12/31/2024 | Time-based; specific dates not disclosed | None disclosed (time vesting) |
| Stock Options (Director service) | No new grants in 2024 | 45,896 vested options outstanding (all vested) | Standard terms under 2008 Plan; exercise price set at grant market value (plan policy) | None disclosed |
The Company’s 2008 Stock Plan allows RSUs/options for directors; awards historically granted post-year end based on performance review, but no officer awards were granted in 2024 given operating environment (directors also had no equity grants) .
Other Directorships & Interlocks
| Company | Role | Type | Interlocks/Conflicts |
|---|---|---|---|
| None disclosed | — | Public company | Compensation Committee Interlocks: none; no insider participation disclosed |
Expertise & Qualifications
- Real estate finance and development experience across acquisition, development, leasing, and construction management; brings 30+ years of sector knowledge relevant to commercial real estate lending risk and opportunities .
- Independent director; participates in oversight of executive compensation, equity plans, and pay philosophy via Compensation Committee .
Equity Ownership
| Ownership Metric | Value |
|---|---|
| Common Stock Beneficially Owned | 221,016 shares |
| % of Shares Outstanding | 1.20% (based on 18,406,216 shares) |
| Exercisable Options included in Beneficial Ownership (within 60 days) | 21,483 |
| Outstanding Vested Options (total) | 45,896 |
| Unvested RSUs (as of 12/31/2024) | 1,875 |
| Hedging/Pledging | Prohibited for directors; policy bars hedging, short sales, margin trading, and pledging |
Insider Trades & Filing Compliance
| Item | Detail |
|---|---|
| Section 16(a) Compliance (2024) | One Form 4 for Mr. Wills was not filed timely; otherwise, no failures noted for directors/officers |
Governance Assessment
- Alignment: Material personal stake (1.20%) and significant historic option exposure; hedging/pledging prohibitions strengthen alignment with shareholder outcomes .
- Committee role: Active on Compensation Committee (independent); however, committee met only once in 2024, suggesting limited formal cadence—monitor as the bank scales .
- Attendance and independence: Meets independence standards and attendance threshold; Board structure mitigated by Lead Independent Director given combined CEO/Chair roles .
- Related-party exposure: Bank engages in ordinary-course lending to insiders/related parties (max $53.4M; ~22.7% of equity), with Board approvals and market terms; none flagged as problem loans. As a real estate developer, Wills may interact with the bank credit ecosystem—no specific related-party transaction tied to him was disclosed .
- Compensation mix: 2024 director pay entirely cash; RSUs outstanding but no 2024 equity grant—if sustained, equity alignment may drift vs. peers that use annual DSUs/RSUs; balanced by ownership stake and anti-hedging policy .
RED FLAGS
- Late Form 4 filing (one transaction) for Mr. Wills in 2024—procedural lapse to monitor .
- Combined CEO/Chair with only one independent executive session in 2024—keep watch on board independence practices and cadence .
- Compensation Committee met once in 2024—ensure adequate oversight frequency of pay and equity plan administration .
- No director equity grants in 2024—if persistent, may reduce ongoing ownership alignment for directors without sizeable personal stakes .
Overall signal: Strong independence and meaningful ownership; governance risk mitigations in place (Lead Independent Director, anti-hedging). Watch cadence of compensation oversight, timely Section 16 compliance, and ongoing approach to director equity grants to sustain alignment .