Emily Marlow Beck
About Emily Marlow Beck
Independent director since 2014 (age 47). Beck is President of Marlow Motor Co., Inc. (Front Royal), Tri-State Nissan (Winchester), and Marlow Ford (Luray), with prior seven‑year legal career at Hudson Cook, LLP (Partner; Vice Chair, Dealership Practice Group), specializing in consumer credit compliance—experience that underpins her governance focus on compliance and retail finance risk oversight . She is currently Chair of the Audit Committee and a member of the Compensation & Governance Committee; the Board classifies her as independent under Nasdaq rules and notes >75% meeting attendance for all incumbents in 2024 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Hudson Cook, LLP | Attorney; Partner; Vice Chair, Dealership Practice Group | Seven years through 2010 (prior to joining Marlow Motor Co.) | Consumer credit compliance expertise applicable to bank compliance oversight |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Marlow Motor Co., Inc. (Front Royal, VA) | President | 2010–present | Automotive sales and service; operator perspective |
| Tri‑State Nissan (Winchester, VA) | President | Not disclosed | Automotive sales and service |
| Marlow Ford (Luray, VA) | President | Not disclosed | Automotive sales and service |
| Virginia Automobile Dealers Association | Past Chairwoman of the Board | Not disclosed | Industry leadership and policy insight |
Board Governance
- Independence: Board determined Beck is independent under Nasdaq standards .
- Committee assignments (2024): Audit Committee Chair; Compensation & Governance Committee member .
- Attendance and engagement: Board held 11 meetings in 2024; each incumbent director attended >75% of Board and committee meetings where a member; all but one director attended the 2024 Annual Meeting .
- Audit Committee details: 5 meetings in 2024; all members independent and financially literate; Audit Committee financial expert designated as Gerald F. Smith, Jr. (not Beck) .
- Compensation & Governance Committee details: 4 meetings in 2024; all members independent; also performs nominating functions (skills assessment, board composition, independence determinations) .
- Leadership structure: Separate Chair (Elizabeth H. Cottrell) and CEO roles; regular executive sessions noted .
- Anti‑hedging policy: Company states it does not currently have anti‑hedging policies for directors or employees—governance risk flag .
Fixed Compensation
| Element | Amount/Detail | Period | Notes |
|---|---|---|---|
| Director cash retainer | $2,362.50 per month | 2024 | No additional meeting fees |
| Additional retainer (Board Chair) | $875 per month | 2024 | Applies to Board Chair (not Beck) |
| Additional retainer (Vice Chair) | $105 per month | 2024 | Applies to Vice Chair (not Beck) |
| Emily Marlow Beck – Fees Earned (Cash) | $28,898 | 2024 | Monthly retainer reflects full‑year service |
Performance Compensation
Directors receive periodic stock awards in the form of unrestricted common shares (not performance‑conditioned). 2024 awards were granted at the closing price on grant date; no unvested director awards outstanding at 12/31/2024 .
| Award Type | Grant Date | Grant Price | Reported Fair Value | Estimated Shares | Vesting |
|---|---|---|---|---|---|
| Unrestricted stock | Aug 14, 2024 | $16.80 per share | $25,200 (Beck) | 1,500 (calc: $25,200 ÷ $16.80) | Unrestricted shares (no vesting schedule) |
Notes:
- The Company also granted director awards on Nov 20, 2024 at $22.94 per share to certain newly appointed directors; Beck’s disclosed award aligns with the Aug 14, 2024 grant cohort .
- No director meeting fees; equity awards are time‑based (unrestricted) and not tied to explicit performance metrics for directors .
Other Directorships & Interlocks
| Company | Exchange/Ticker | Role | Status |
|---|---|---|---|
| None disclosed | — | — | The proxy does not list any other public company directorships for Beck |
Expertise & Qualifications
- Professional: Automotive retail operator (multi‑store) and former consumer credit compliance attorney; strengthens oversight of credit, sales practices, and compliance risk .
- Governance: Audit Committee Chair; independent; financially literate (committee‑level); not designated audit committee financial expert (designation held by Gerald F. Smith, Jr.) .
- Community/industry leadership: Past Chairwoman, Virginia Automobile Dealers Association .
Equity Ownership
| Holder | Shares Beneficially Owned | Indirect Ownership Included | % of Shares Outstanding |
|---|---|---|---|
| Emily Marlow Beck | 28,740 | 20,870 via family/affiliates | 0.32% (calc: 28,740 ÷ 8,986,696) |
Notes:
- The beneficial ownership table indicates “*” for holdings <1% for Beck; precise outstanding shares at record date were 8,986,696 (03/21/2025) .
- No disclosures of pledging or hedging by Beck; Company lacks an anti‑hedging policy—elevated governance risk .
- No stock ownership guidelines for directors are disclosed in the proxy; the director selection criteria reference willingness to meet minimum equity interest holding required by law (not a guideline) .
Insider Compliance
| Topic | Disclosure |
|---|---|
| Section 16(a) compliance | Company believes directors and officers complied in 2024, except one late Form 4 each for Mr. Smith and Mr. Wilkins; no delinquency noted for Beck |
Governance Assessment
-
Strengths
- Independent director with 11 years of service and direct operating experience; adds practical credit/compliance perspective to risk oversight .
- Audit Committee Chair leading five‑member, fully independent audit committee; committee met five times in 2024; robust scope covering financial reporting, auditor independence, and internal audit .
- Member of Compensation & Governance Committee (met four times in 2024), which also handles nominations and board composition—supports board refreshment and independence oversight .
- Attendance threshold met (>75% for incumbents); board met 11 times in 2024; high engagement .
-
Watch items / potential red flags
- Company discloses no anti‑hedging policy for directors or employees—misalignment risk versus best practices; investors often expect hedging/pledging prohibitions for directors .
- Audit Committee financial expert designation resides with another director (Gerald F. Smith, Jr.), not the Chair; while compliant, some investors prefer the chair to also be the financial expert .
- Related‑party banking: directors and officers may be borrowers; balances were $3.6M as of 12/31/2024 on market terms; no specific loans disclosed for Beck, but ongoing oversight of director credits remains prudent .
-
Alignment and incentives
- Beck’s 2024 director pay mix blends cash retainer with annual equity in unrestricted shares (approx. 1,500 shares); total 2024 director compensation $54,098 (cash $28,898; equity $25,200), providing moderate equity exposure though awards are not performance‑conditioned .
- Beneficial ownership of 28,740 shares (~0.32% of outstanding) suggests meaningful but non‑controlling skin‑in‑the‑game, with a substantial proportion held indirectly via family/affiliates .
Director Compensation (Detail – 2024)
| Name | Cash Fees | Stock Awards (Grant‑date FV) | Total |
|---|---|---|---|
| Emily Marlow Beck | $28,898 | $25,200 | $54,098 |
Grant mechanics and boardwide policy:
- Non‑employee directors receive a flat monthly retainer; no meeting fees .
- 2024 director stock awards granted as unrestricted common shares at $16.80 per share on Aug 14, 2024; new appointees on Nov 20, 2024 at $22.94 per share .
- 14,625 unrestricted shares granted to directors during 2024; no unvested director awards outstanding at year‑end .
Related‑Party and Conflicts Overview
- Banking relationships with directors/officers permitted on market terms; aggregate balances $3.6M (2% of equity) at 12/31/2024; Board has a formal policy for review/approval of related‑party transactions and conflicts .
- No specific related‑party transactions are disclosed for Beck in the proxy .
- Independence reassessed with consideration of charitable/other relationships; Board concluded such relationships did not impair independence .
Committee Summary (2024)
| Committee | Role | Members (incl. Beck) | Meetings (2024) |
|---|---|---|---|
| Audit Committee | Chair (Beck) | Emily Marlow Beck (Chair); W. Michael Funk; Toni T. Lee‑Andrews; George E. Holt, III; Gerald F. Smith, Jr. | 5 |
| Compensation & Governance | Member (Beck) | Gerald F. Smith, Jr. (Chair); Jason C. Aikens; Emily Marlow Beck; W. Michael Funk; Kirtesh Patel; Norman D. Wagstaff, Jr. | 4 |
Board‑Level Attendance
| Metric | Value |
|---|---|
| Board meetings in 2024 | 11 |
| Director attendance | Each incumbent director attended >75% of Board/committee meetings where a member |
| Annual Meeting attendance (2024) | All but one director attended |
Equity Ownership (Detail)
| Metric | Value |
|---|---|
| Shares outstanding (record date 03/21/2025) | 8,986,696 |
| Beck beneficial ownership | 28,740 shares |
| Of which indirect | 20,870 shares (family/affiliates) |
| % of outstanding | 0.32% (calc: 28,740 ÷ 8,986,696) |
Governance Takeaways for Investors
- Beck’s dual background in consumer credit compliance and multi‑site retail operations is well‑matched to audit and conduct risk oversight in a community bank, reinforced by her role as Audit Committee Chair and independence status .
- Compensation and ownership indicate alignment via cash retainer plus equity, though director equity is unrestricted (non‑performance based) and the Company’s lack of an anti‑hedging policy is a notable governance gap versus peers .
- No disclosed public company interlocks or related‑party exceptions specific to Beck; continued monitoring of director lending relationships and policy evolution (hedging/pledging restrictions) is advised .