Scott Laughlin
About Scott Laughlin
Scott Laughlin, 56, is an independent director of FVCBankcorp, Inc., serving on the board since 2010. He is an executive and board member at LM&O Advertising, an Arlington-based firm, and previously served as a venture partner at Ardent Capital (2013–2016). Laughlin’s background includes entrepreneurial and venture investing participation in LinkExchange, Zappos.com, Xythos Software, and TellMe Networks, indicating technology and marketing expertise suitable for bank board oversight .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| LM&O Advertising | Executive; Board Member | Executive since 2008; Board since 2002 | Senior leadership experience in marketing/advertising; governance participation |
| Ardent Capital | Venture Partner | 2013–2016 | Growth investing in Southeast Asia; tech venture exposure |
| Various tech ventures | Investor/participant | Not specified | Involvement in LinkExchange, Zappos.com, Xythos, TellMe Networks—signal of tech/network acumen |
External Roles
| Organization | Role | Public/Private | Notes |
|---|---|---|---|
| LM&O Advertising | Board Member | Private | Arlington-based advertising firm; governance role not disclosed as public company directorship |
Board Governance
- Independence: The board affirmatively determined Laughlin is independent under Nasdaq rules; only CEO David Pijor and President Patricia Ferrick are non-independent .
- Committee assignments: Audit Committee member alongside Lawrence W. Schwartz (Chair) and Sidney G. Simmonds; the committee met 10 times in 2024 .
- Attendance: The board held 12 regular meetings in 2024; each director attended at least 75% of the aggregate board and committee meetings on which they served; independent directors held one executive session in 2024 .
- Lead Independent Director: L. Burwell Gunn serves as Lead Independent Director (not Laughlin) .
Fixed Compensation
| Year | Component | Amount | Notes |
|---|---|---|---|
| 2024 | Annual retainer (cash) | $45,000 | Standard non-employee director retainer |
| 2024 | Board meeting fees | $1,000 per meeting | Per-meeting cash fee |
| 2024 | Committee meeting fees | $600 (Director Loan Committee), $300 Audit ($400 Chair), $200 ALCO, $200 Technology | Compensation Committee retainer: $1,000 ($2,000 Chair) |
| 2024 | Total fees earned (Laughlin) | $60,100 | No stock awards granted to directors in 2024 |
Performance Compensation
- Equity grants to directors: None granted in 2024 .
- Outstanding director equity as of 12/31/2024:
- Unvested RSUs: 2,500 (Laughlin) .
- Outstanding option awards: 45,896 options (all vested) .
- Hedging/pledging: Directors and executive officers are prohibited from hedging, short sales, margin trading, and pledging company stock, strengthening alignment .
Other Directorships & Interlocks
| Company/Institution | Role | Interlock/Conflict Note |
|---|---|---|
| LM&O Advertising | Board Member | No disclosed related-party transactions with FVCB; no public company interlocks disclosed |
Expertise & Qualifications
- Technology and venture investing background, with participation in several notable tech companies, offers useful perspective on innovation and risk oversight .
- Advertising executive experience signals customer acquisition/branding acumen relevant to retail/commercial banking growth .
- Audit Committee service confirms financial literacy per Nasdaq/SEC standards for members; Schwartz is designated financial expert; Laughlin meets independence and literacy requirements .
Equity Ownership
| Metric | Value | Notes |
|---|---|---|
| Common stock beneficially owned | 184,399 shares | Includes certain derivative rights per SEC rules |
| Percentage of class | 1.00% | Based on 18,406,216 shares outstanding at 4/4/2025 |
| Exercisable options included in beneficial ownership | 21,483 | Counted if exercisable within 60 days |
| Outstanding options (director awards) | 45,896 (all vested) | Director option awards outstanding as of 12/31/2024 |
| Unvested RSUs (director) | 2,500 units | Director RSUs outstanding at 12/31/2024 |
| Hedging or pledging | Prohibited for directors/EOs | Reduces misalignment risk |
Note: The beneficial ownership table includes 21,483 exercisable options within 60 days for Laughlin; the director compensation note shows 45,896 total outstanding option awards—these presentations reflect different reporting bases .
Related Party Exposure and Conflicts
- Insider loans: Aggregate loans to officers/directors/related parties were $53.4 million in 2024 (22.7% of total shareholders’ equity), made on market terms and not classified as problem loans; individual director loan details not disclosed .
- Governance controls: Loans to insiders require board approval with interested directors recused; related transactions subject to standard oversight .
- Compensation consultant independence: The Compensation Committee retained Blanchard Consulting Group as an independent consultant for benchmarking and recommendations .
Say-on-Pay & Shareholder Feedback
- 2025 agenda includes advisory say-on-pay vote; prior-year approval percentages not disclosed in this proxy .
Governance Assessment
- Strengths:
- Independence and active Audit Committee role (10 meetings), indicating engagement in financial oversight and risk management .
- Material personal share ownership (~1.00% of common stock), plus legacy option exposure and RSUs, supporting alignment with shareholders .
- Prohibitions on hedging/pledging mitigate misalignment and reputational risk .
- Board-level controls for insider transactions and documented independence determinations .
- Watch items / potential red flags:
- Combined Chair/CEO structure persists; mitigated by a Lead Independent Director, but can concentrate power and affect board effectiveness (Laughlin is not LID) .
- Significant aggregate insider lending (22.7% of equity) warrants ongoing scrutiny for real/perceived conflicts, though terms are represented as market and non-problematic; lack of director-level granularity limits conflict evaluation .
- Meeting attendance disclosure is threshold-based (≥75%) rather than exact rates per director; precision on Laughlin’s attendance could further bolster confidence .
- Overall view: Laughlin appears independent, financially literate, and engaged via Audit Committee service, with notable share ownership and prohibited hedging/pledging enhancing alignment. Governance risks mainly stem from structural leadership concentration and the scale of aggregate insider lending rather than Laughlin-specific issues disclosed .