Bob W. Richardson
About Bob W. Richardson
Bob W. Richardson, age 76, has served as an independent director of Affinity Bancshares, Inc. since 1991. A licensed pharmacist for 40 years until retiring in 2010, he owned and managed People’s Drug Store in Covington, GA beginning in 1979 and co-owns Taziki’s Mediterranean Cafe in Athens, GA (opened 2014). His background centers on small-business ownership and local market insight; no education details are disclosed.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| People’s Drug Store (Covington, GA) | Owner & Manager | Began 1979 | Operated community-facing retail pharmacy; brings small-business perspective to board deliberations |
| Licensed Pharmacist | Pharmacist | ~40 years; retired 2010 | Healthcare/operator experience relevant to local markets and SMB customers |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Taziki’s Mediterranean Cafe (Athens, GA) | Co-owner | Opened 2014 | Ongoing small-business operating insight; no board committee roles disclosed |
Board Governance
| Item | Detail |
|---|---|
| Board classification | 3 classes; Richardson’s current term runs through FY 2025 year-end (not up for election in 2025) |
| Independence | Board determined all directors except CEO (Cooney) are independent; Richardson is independent |
| Board leadership | Independent Chair: William D. Fortson, Jr. |
| Attendance | Board held 12 regular and 2 special meetings in 2024; no director/committee member attended <75% of applicable meetings; all then-current directors attended the 2024 annual meeting |
| Executive sessions | Independent directors meet periodically in executive session |
Committee assignments (2024):
- Audit Committee: Member (Chair: Edward P. Stone). Audit met 4 times in 2024. Note: Board states no SEC-defined “audit committee financial expert” on the committee.
- Compensation Committee: Member (Chair: William D. Fortson, Jr.). Compensation met 1 time in 2024.
- Nominating & Corporate Governance Committee: Member (Chair: William D. Fortson, Jr.). Nominating met 1 time in 2024.
Fixed Compensation
| Component (Director) | AFBI Structure/Amount | 2024 Amount for Richardson |
|---|---|---|
| Director annual fee (Affinity Bank board) | $21,000 per director; Chair receives an additional $21,000 | $22,050 in fees earned/paid in cash |
| Committee meeting fees | $150 per meeting for Audit, Compensation, ALCO | Included in cash fees |
| Deferred compensation earnings | Above-market earnings credited at the average pre-tax 10-yr return of Vanguard Balanced Index Fund Admiral Shares until distribution (plan frozen to new deferrals since 2015) | $19,558 in 2024 above-market deferred comp earnings |
Notes:
- 2024 Director Compensation Table shows Richardson received $22,050 in cash fees and $19,558 in above‑market deferred compensation earnings; no stock or option awards were granted to directors in 2024. Total: $41,608.
- Directors of Affinity Bancshares, Inc. earn fees only via Affinity Bank board/committee service.
Performance Compensation
| Equity/Plan | 2024 Activity | Outstanding/Structure |
|---|---|---|
| Annual equity grant to directors | No director stock or option awards granted in 2024 | N/A for 2024 |
| Director equity holdings (as of 12/31/2024) | N/A | Richardson held 3,322 unvested restricted shares, 21,947 vested stock options, and 10,300 unvested stock options (same holdings for Directors Fortson, Ginn, Roberts, Ross, Stone) |
| Performance metrics tied to director pay | None disclosed for directors | None disclosed |
| Deferred compensation plan crediting rate | Not tied to AFBI performance; credited to historical Vanguard Balanced Index 10-yr average until distribution (plan frozen to new deferrals) | Mechanism as disclosed |
Other Directorships & Interlocks
| Company | Role | Committee Roles | Status |
|---|---|---|---|
| None disclosed (public company boards) | — | — | No other current public company directorships disclosed for Richardson |
Expertise & Qualifications
- Long-tenured community small-business operator (pharmacy retail; restaurant), providing direct insight into local SMB customers and market dynamics .
- Independent director with service across key board committees (Audit; Compensation; Nominating) .
- Board notes no “audit committee financial expert” on Audit Committee; governance rationale cites committee members’ ability to analyze financials based on their own business experience .
Equity Ownership
| Metric | Value/Detail |
|---|---|
| Beneficial ownership (as of 4/3/2025) | 55,211 shares beneficially owned; includes 6,844 shares held in an IRA; 3,320 unvested restricted stock; and 21,947 exercisable stock options |
| % of shares outstanding | <1% (“*” less than 1% noted) of 6,329,715 outstanding shares |
| ESOP allocation | Not applicable to Richardson’s director line in table (ESOP shown separately as a 5%+ holder) |
| Pledging/Hedging | Company states no hedging policy for directors and employees; no pledging disclosure for Richardson |
Insider filings and trades:
- Section 16 compliance: Company disclosed that Director Bob W. Richardson filed a Form 5 to report two purchases of common stock for the year ended 12/31/2024 (disclosed under “Delinquent Section 16(a) Reports”). No other late filings attributed to him were noted by the company.
| Year | Form | Transactions Reported | Notes |
|---|---|---|---|
| 2024 | Form 5 | Two purchases of common stock | Reported in annual compliance disclosure; timing detail not provided |
Governance Assessment
-
Positives/signals:
- Independent director with extensive tenure and local small-business expertise; committee service spans Audit, Compensation, and Nominating, supporting board coverage and engagement .
- Board independence structure is strong (independent Chair; majority independent; executive sessions); all directors attended the 2024 annual meeting; no director fell below the 75% attendance threshold .
- Director equity alignment exists via unvested restricted stock and stock options, creating at‑risk exposure to AFBI’s share price .
- No related-party transactions >$120,000 involving directors since 1/1/2022; director loans, if any, must be on market terms and approved by disinterested directors; no director participation in the employee loan program in 2023–2024 .
-
Risk indicators/red flags to monitor:
- Very long board tenure (since 1991) may raise independence/refreshment considerations from some investors’ perspectives, though AFBI continues to deem him independent under Nasdaq standards .
- Audit Committee lacks an SEC-defined “financial expert”; while the board explains its rationale, some governance frameworks view this as a gap for bank boards .
- Compensation Committee met only once in 2024, which could signal limited cadence of oversight (context: small-cap community bank) .
- Section 16 reporting: company notes a Form 5 filing by Richardson to report two purchases (administrative timing issue rather than substantive risk, but noteworthy for compliance hygiene) .
-
Director compensation structure:
- Director pay is predominantly fixed cash (modest annual fee plus nominal meeting fees), with legacy equity holdings and above‑market deferred compensation earnings for certain directors; no director equity grants in 2024 .