Steven Wiltse
About Steven M. Wiltse
Independent director of FVCBankcorp, Inc. (age 69), serving since 2017. Background includes senior public accounting roles and prior bank board service; independence affirmed by the Board under Nasdaq rules. Tenure on FVCB’s board is approximately eight years, with the Board reporting all directors met at least the 75% attendance threshold in 2024.
Past Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| BDO USA, LLP | Retired Partner | Since 2014 | Retired partner status; prior firm integration noted. |
| Argy, Wiltse, Robinson, P.C. | Partner | 1991 – Nov 2012 | Firm acquired by BDO USA, LLP in Nov 2012. |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Cardinal Bank | Board Member | 2012 – 2017 | Served until acquisition by United Bank. |
| EagleBank | Director | 2010 – 2011 | Board service disclosed; committee detail not specified. |
Board Governance
- Committee assignments: Governance and Nominating Committee member; the committee met once in 2024 (Chair: L. Burwell Gunn; other members: Daniel M. Testa).
- Independence: Board determined Wiltse is independent under Nasdaq Rule 5605; Audit and Compensation committees comprise independent directors per heightened standards.
- Attendance: Board held 12 regular meetings in 2024; each director attended at least 75% of Board and committee meetings; independent directors held one executive session.
- Lead Independent Director: L. Burwell Gunn oversees independent director sessions.
Fixed Compensation
| Year | Fees Earned or Paid in Cash | Stock Awards | All Other Compensation | Total |
|---|---|---|---|---|
| 2024 | $65,600 | $0 | $0 | $65,600 |
- Standard director pay schedule (2024): $45,000 annual retainer; $1,000 per Board meeting; committee meeting fees—Director Loan $600, Audit $300 ($400 chair), ALCO $200, Technology $200; Compensation Committee annual retainer $1,000 ($2,000 chair).
Performance Compensation
| Component | Detail | Status |
|---|---|---|
| Annual equity grant (2024) | No director equity granted in 2024 | None for all non-employee directors |
| Unvested RSUs (as of 12/31/2024) | 1,875 units | Outstanding/unvested |
| Stock options (director) | 0 options | No outstanding options for Wiltse (others have fully vested legacy options) |
No performance metric framework (TSR/ROE, etc.) is disclosed for director equity; director awards historically include RSUs and non-incentive options under the 2008 Stock Plan, but no director awards were made in 2024.
Other Directorships & Interlocks
| Entity | Relationship | Potential Interlock/Network Note |
|---|---|---|
| Cardinal Bank | Prior board service by Wiltse (2012–2017) | FVCB CFO Jennifer L. Deacon previously served at Cardinal Financial/Bank, indicating network ties (not a current interlock). |
| EagleBank | Prior directorship (2010–2011) | No current interlock disclosed. |
Expertise & Qualifications
- Senior public accounting leadership including partnership roles; banking board experience across regional institutions.
- Governance skill set aligned to nominating/governance responsibilities; overall board independence affirmed.
Equity Ownership
| Holder | Beneficially Owned Shares | Exercisable Options Included | % of Class |
|---|---|---|---|
| Steven M. Wiltse | 20,937 | – (none) | <1% |
- Insider trading/pledging: Company policy prohibits directors and executive officers from hedging, short sales, margin trading, and pledging FVCB stock.
- Section 16 compliance: Company reports no filing failures in 2024 except one late Form 4 for director Philip R. Wills; no exceptions cited for Wiltse.
Board Governance (Additional Context)
- Board leadership: Combined Chair/CEO (David W. Pijor), offset by Lead Independent Director structure and periodic executive sessions.
- Compensation Committee practice: Independent committee retained Blanchard Consulting Group for executive compensation benchmarking; met once in 2024.
Governance Assessment
- Independence and committee fit: Wiltse is independent and sits on Governance & Nominating—appropriate given his prior board experience and professional background; independence reaffirmed for nominating committee members.
- Attendance and engagement: Board met 12 times in 2024 with all directors meeting at least the 75% threshold; Governance & Nominating met only once, suggesting limited formal meeting cadence for that committee.
- Ownership alignment: Direct ownership (20,937 shares, <1%) plus 1,875 unvested RSUs indicate some alignment, though director equity grants were paused in 2024 and Wiltse has no option exposure. Hedging/pledging prohibitions further support alignment.
- Related-party exposure: Ordinary-course banking transactions with directors/related parties totaled $53.4 million in 2024 (22.7% of equity), with Board approval processes excluding interested directors; no adverse credit classifications. This is a sector-typical exposure but warrants ongoing monitoring.
- RED FLAGS: None specifically tied to Wiltse disclosed. Board-wide items to monitor include low committee meeting frequency (G&N met once) and aggregate insider/related party loan exposure, though processes and terms are represented as arms-length.
Note on insider Form 4 data: Attempt to retrieve Wiltse’s Form 4 transactions (2020–2025) via the insider-trades skill encountered an authorization error; proxy’s Section 16 review indicates no filing issues for Wiltse in 2024.