Sidney Simmonds
About Sidney G. Simmonds
Independent director since 2012 following FVCBank’s acquisition of 1st Commonwealth Bank of Virginia, where he served as Chairman. A career CPA and President of Sid Simmonds, CPA, Ltd. (Arlington, VA) since 1981, Simmonds brings accounting and audit oversight experience and long-standing health system governance exposure; age 68 in the 2025 proxy (67 in 2024). Current external leadership includes Chair of the VHC Health Foundation; prior roles include Director (1997–2021) and Vice Chair (2000–2020) of VHC Health. Background supports financial literacy and audit committee contribution.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| 1st Commonwealth Bank of Virginia | Chairman of the Board | Through Oct-2012 acquisition by FVCB | Led bank board; integration into FVCB governance |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Sid Simmonds, CPA, Ltd. | President | Since 1981 | CPA practice; accounting and audit expertise |
| VHC Health | Director; Vice Chairman | Director 1997–2021; Vice Chair 2000–2020 | Health system governance; oversight experience |
| VHC Health Foundation | Chairman | Current | Community/health philanthropy leadership |
Board Governance
- Independence: Board determined Simmonds is independent under Nasdaq rules; Audit and Compensation Committees meet heightened independence standards (Simmonds on Audit).
- Committee memberships: Audit Committee member alongside Scott Laughlin and Chair Lawrence W. Schwartz; Audit met 10 times in 2024. Not a member of Compensation or Governance & Nominating.
- Attendance: Board held 12 regular meetings in 2024; each director attended at least 75% of aggregate Board and committee meetings; independent directors met once; 10 of 13 directors attended last annual meeting.
- Board leadership: CEO/Chair roles combined (Mr. Pijor); Lead Independent Director is L. Burwell Gunn.
Committee Memberships and Engagement
| Committee | Simmonds Role | Independence/Sophistication | FY 2024 Meetings |
|---|---|---|---|
| Audit | Member | Independent; financial literacy; Chair is Schwartz (Audit Committee Financial Expert) | 10 |
| Compensation | Not a member | Independent committee; uses Blanchard Consulting Group | 1 |
| Governance & Nominating | Not a member | Independent committee | 1 |
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Fees Earned or Paid in Cash (USD) | $58,400 | $59,400 |
| Stock Awards | — (no director equity granted in 2023) | — (no director equity granted in 2024) |
| All Other Compensation | — | — |
| Total (USD) | $58,400 | $59,400 |
Director cash fee schedule (applies to all non-employee directors):
- Annual retainer: $45,000; Board meeting fee: $1,000 per meeting; Director Loan Committee: $600; Audit Committee: $300 ($400 for Chair); ALCO: $200; Technology: $200; Compensation Committee retainer: $1,000 ($2,000 Chair).
Performance Compensation
| Item | 2023 | 2024 |
|---|---|---|
| Annual director equity grants | None awarded | None awarded |
| Performance metrics tied to director pay | Not disclosed/applicable (cash-based fees per schedule) |
Outstanding director equity (Simmonds) at Dec 31, 2024:
- Unvested RSUs: 1,875 units (director-level snapshot)
- Options outstanding (all vested): 45,896 shares
Other Directorships & Interlocks
| Company/Institution | Public/Private | Role | Potential Interlock/Conflict |
|---|---|---|---|
| VHC Health | Non-profit health system | Director; Vice Chair | No FVCB conflict disclosed; community board |
| VHC Health Foundation | Non-profit | Chairman | No FVCB conflict disclosed |
| 1st Commonwealth Bank of Virginia | Bank (pre-acq.) | Chairman | Historical connection; acquired by FVCB in 2012 |
Compensation Committee interlocks: None among Compensation Committee members; no insider participation. (Simmonds is not a member.)
Expertise & Qualifications
- CPA and accounting firm principal since 1981; supports audit oversight and financial literacy on Audit Committee.
- Long-tenured health system governance (VHC Health): director and vice chair roles; current foundation chair.
- Prior bank board leadership (1st Commonwealth Bank of Virginia chairman) aligns with FVCB’s core sector.
Equity Ownership
| Metric | Mar 25, 2024 | Apr 4, 2025 |
|---|---|---|
| Common stock beneficially owned (shares) | 131,122 | 132,372 |
| Exercisable options included (shares) | 70,309 | 21,483 |
| % of class | <1% | <1% |
| Unvested RSUs at year-end (units) | 2,500 (as of Dec 31, 2023) | 1,875 (as of Dec 31, 2024) |
| Hedging/Margin/Pledging policy | Prohibited for directors and executive officers |
Section 16 compliance: Company reported no filing delinquencies for 2024 except one late Form 4 for a different director (Mr. Wills); 2023 had no delinquencies.
Governance Assessment
- Strengths: Independent director with CPA background; active Audit Committee role; Board majority independent; prohibition on hedging, short sales, margin, and pledging enhances alignment; consistent attendance threshold met; independent director executive sessions held.
- Compensation alignment: Director pay is cash-based per schedule; no director equity grants in 2023–2024; equity exposure comes from previously granted RSUs/options, supporting skin-in-the-game without inflating current compensation.
- Ownership: Holds 132,372 shares beneficially (<1%); RSUs outstanding decreased year-over-year; options outstanding all vested, lowering incentive for repricing risk.
- Potential conflicts and related-party exposure: Ordinary-course banking relationships with directors exist; insider/related party loans peaked at $53.4M (22.7% of equity) in 2024, all on market terms with no adverse classifications disclosed. Monitor aggregate insider exposure against capital levels.
- RED FLAGS to monitor: Combined CEO/Chair structure (not director-specific), which the board mitigates via a Lead Independent Director; aggregate insider lending concentration warrants ongoing oversight as rates and credit cycles evolve; no evidence of hedging/pledging, option repricing, or director equity windfalls in 2023–2024.
Overall, Simmonds appears to be a credible, independent audit-focused director with longstanding governance experience and compliant trading/ownership practices; governance risks are more structural (CEO/Chair combination, insider lending concentration) than director-specific.