George Parmer
About George Parmer
George Parmer (age 85) is an independent director of LINKBANCORP, Inc. (LNKB) and a nominee for re‑election in 2025; he has served on the board since 2018. He is Founder, President and CEO of Fine Line Homes and President and CEO of Residential Warranty Company, and previously served as an independent director of Sunshine Bank/Sunshine Bancorp (NASDAQ: SBPC) from 2014–2018; he is currently a director of Amesite Inc. (NASDAQ: AMST). A licensed public accountant and member of the National Association of Accountants and National Association of Home Builders, Parmer brings real estate and finance expertise to the board. LNKB classifies him as independent under Nasdaq rules.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Sunshine Bank / Sunshine Bancorp (NASDAQ: SBPC) | Independent Director | 2014–2018 | Served through SBPC sale; banking governance exposure |
| Licensed Public Accountant | Accountant | N/A (prior career) | Financial expertise credentials |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Fine Line Homes | Founder, President & CEO | 1972–present | Family-owned homebuilder; real estate operating expertise |
| Residential Warranty Company | President & CEO | N/A–present | Insured new-home warranties provider |
| Amesite Inc. (NASDAQ: AMST) | Director | Current | Public company directorship (software/AI for learning) |
Board Governance
- Independence: Independent (LNKB deems all directors independent except the CEO (Andrew Samuel) and two bank officers; Parmer is therefore independent).
- Board service: Director since 2018; nominated among 11 directors for 2025.
- Committee assignments:
- Compensation Committee: Chair (7 meetings in 2024).
- Nominating & Corporate Governance Committee: Member (2 meetings in 2024).
- Attendance: The board met 13 times in 2024; other than Director Pierson, all directors met the ≥75% attendance threshold, implying Parmer met or exceeded this standard.
- Board leadership: Independent Chair (Joseph C. Michetti, Jr.); CEO role separated. Independent directors hold regular executive sessions.
Fixed Compensation (Director Pay – 2024)
| Component | Amount ($) |
|---|---|
| Annual cash retainer | 30,000 (policy) |
| Committee chair fee | 2,500 (policy; Comp, Risk, Nominating & Governance, Audit chairs) |
| Total cash paid to Parmer | 32,500 (actual) |
| RSUs (grant-date fair value) | 13,160 (actual) |
| Total 2024 director compensation (Parmer) | 45,660 (actual) |
Notes:
- Policy also provides an additional $5,000 to the Board Chair (not applicable to Parmer).
- As of Dec 31, 2024, Parmer held 2,000 shares of restricted stock and options to purchase 5,000 shares (legacy grants to certain directors).
Performance Compensation (Structure and Safeguards)
| Feature | Detail | Source |
|---|---|---|
| Director equity cap | Non-employee director equity grants capped at $50,000 grant-date fair value per calendar year | |
| Vesting minimum | At least 95% of equity awards must have ≥1 year vesting (exceptions: death, disability, double-trigger CIC) | |
| Double-trigger CIC | Awards vest on involuntary termination for good reason/without cause following a change in control | |
| Anti-repricing | No option repricing or cash buyouts of underwater options without shareholder approval | |
| Clawback | Awards subject to company clawback and SOX 304-related forfeiture | |
| Anti-hedging | Directors, officers, employees prohibited from hedging or equivalent transactions | |
| Holding periods | Compensation Committee may require holding periods post-vest/exercise |
Other Directorships & Interlocks
| Company | Role | Interlock/Overlap |
|---|---|---|
| Amesite Inc. (NASDAQ: AMST) | Director | Only LNKB director concurrently serving on another public company board (per proxy narrative) |
| Sunshine Bancorp/Sunshine Bank (former) | Independent Director (2014–2018) | Prior bank board experience relevant to LNKB’s sector |
Expertise & Qualifications
- Real estate operations and development (Fine Line Homes founder/CEO since 1972) and insured home warranties leadership (Residential Warranty Company CEO).
- Financial acumen: licensed public accountant; former independent director at Sunshine Bancorp; current director at Amesite Inc.
- Board brings him on for “in‑depth knowledge of real estate and finance.”
Equity Ownership (Skin-in-the-Game)
| Metric | Detail |
|---|---|
| Shares owned (beneficial) | 1,866,703 shares (as of Apr 4, 2025) |
| Options exercisable within 60 days | 5,000 |
| Total beneficial ownership | 1,871,703 shares |
| % of shares outstanding | 5.01% (out of 37,377,342 shares) |
| Unvested awards | 1,600 shares of restricted stock; 666 RSUs vesting within 60 days (15) |
| Ownership breakdown (not exhaustive) | Spouse: 40,363; LP: 10,926; Family trusts: 563,722 (disclaimed beneficial ownership); Companies with related interest: 1,061,538 (15) |
| Pledged shares | None (company states no director/NEO shares are pledged) (1) |
| Anti-hedging policy | Hedging prohibited (company-wide) |
Related-Party Transactions (Conflict Risk Review)
| Date/Instrument | Counterparty | Amount | Terms | Parmer’s Relationship |
|---|---|---|---|---|
| 2020 Subordinated Notes due 2030 | Derry Management, Inc. | $2,000,000 | 5.0% fixed to 10/1/2025; thereafter 3M Term SOFR + 475 bps (floor 5.0%) | Parmer is President/owner |
| 2020 Subordinated Notes due 2030 | Residential Warranty Company LLC | $17,000,000 | Same as above | Parmer is President/owner |
| 2022 Subordinated Notes due 2032 | Residential Warranty Company LLC | $7,000,000 | 4.5% fixed to 4/15/2027; thereafter 3M Term SOFR + 203 bps | Parmer is President/owner |
- Related-party governance: LNKB states director/officer loans are on market terms and compliant with banking regs; Audit Committee reviews related person transactions ≥$25,000 at least semiannually.
Governance Assessment
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Strengths
- Significant ownership alignment: ~5.01% beneficial ownership; no pledging; anti‑hedging policy reduces misalignment risk.
- Active governance roles: Compensation Committee Chair; member of Nominating & Corporate Governance; board meets frequently; Parmer meets ≥75% attendance threshold.
- Director pay design: Modest equity relative to cash; strong safeguards (double-trigger CIC, no repricing, clawback, min vesting).
- Independent board chair; separation of Chair/CEO; independent committees.
-
Risk indicators and potential red flags
- RED FLAG — Related-party funding: Entities owned by Parmer purchased $26 million of LNKB subordinated notes across 2020 and 2022; while terms are disclosed and audit oversight exists, the scale and recurring participation present a perceived conflict and influence risk, especially with Parmer chairing Compensation. Monitor disclosures and Audit Committee oversight rigor.
- Concentrated influence: Parmer’s 5%+ stake and long tenure increase influence dynamics; balanced by independent chair and committee structures.
- Board refreshment/tenure and succession: Parmer is age 85; board reduced size to 11 with annual elections, but age highlights continuity planning importance.
-
Compensation committee process
- Committee engaged Meridian Compensation Partners in 2024 for director pay and equity plan structure; independence assessed with no conflicts found.
- 2025 Equity Incentive Plan includes market-standard protections; non‑employee director grant cap retained at $50,000.
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Director compensation and ownership alignment signals
- 2024 director pay for Parmer: $32,500 cash + $13,160 RSUs (total $45,660); he also holds legacy options (5,000) and RS/RSUs. High personal share ownership provides substantial “skin‑in‑the‑game.”
Overall: Parmer brings deep real estate/financial expertise and significant ownership alignment, balanced against a material related‑party financing footprint that warrants continued investor scrutiny of conflict management and committee independence practices.