Business Context and Reporting Period
This Form 8-K Current Report was filed by Primis Financial Corp. (NASDAQ: FRST) on June 15, 2021. The filing reports the appointment of two new directors to the Boards of the Company and its wholly-owned subsidiary, Primis Bank, effective June 15, 2021.
Key Financial Metrics
The filing text does not provide a clear value for revenue, profit, cash flow, margins, debt, or liquidity. This report focuses exclusively on corporate governance changes and does not contain financial performance data.
Material Changes
The primary material change reported is the expansion of the Board of Directors:
- Dr. Allen R. Jones, Jr. was appointed as a director. He is a licensed physical therapist, the owner/CEO of Dominion Physical Therapy, and currently serves as Chairman of the advisory board of Primis Bank. He is expected to join the Enterprise Risk Committee.
- Mr. John M. Eggemeyer was appointed as a director. He is a Founder and Managing Principal of Castle Creek Capital LLC, a private equity firm with over $900 million in assets under management focused on community banking. He previously served as an observer to the Board.
Guidance, Outlook, and Risks
The filing does not contain financial guidance, outlook, or specific risk factors related to operations. However, it notes the following governance details:
- Both new directors are deemed "independent" under NASDAQ listing rules.
- Mr. Eggemeyer's appointment is pursuant to a Securities Purchase Agreement dated March 26, 2013, which grants Castle Creek Capital the right to appoint a director while holding 5.0% or more of the Company's outstanding common stock.
- Compensation for the new directors will be consistent with other Board members, as detailed in the Company's Definitive Proxy Statement filed on April 16, 2021.
Investor Verification Checklist
- Verify the independence status of Dr. Jones and Mr. Eggemeyer against current NASDAQ listing rules.
- Review the Definitive Proxy Statement filed on April 16, 2021, for specific director compensation details.
- Confirm Castle Creek Capital's current ownership percentage to validate the continued right to appoint a director under the 2013 Securities Purchase Agreement.
- Monitor the formation and composition of the Enterprise Risk Committee, to which both new directors are expected to be appointed.