Clark N. Nelson
About Clark N. Nelson
Clark N. Nelson is Executive Vice President and Chief Credit Officer at Affinity Bancshares, Inc.’s subsidiary Affinity Bank, appointed in 2020 concurrent with the acquisition of Legacy Affinity Bank; he is age 59 as of December 31, 2024, with prior roles in SunTrust Bank’s commercial lending and Senior Credit Officer at Community Trust Bank, and earlier retail entrepreneurship in sports memorabilia . Company performance context during his tenure: net income decreased 15.6% to $5.4 million in 2024 vs. 2023 amid higher deposit and borrowing costs, while assets rose 2.8%; net interest margin expanded to 3.54% and TSR improved, with a $100 investment value rising from 98 (2022) to 106 (2023) to 110 (2024) .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Legacy Affinity Bank | Executive Vice President & Chief Credit Officer | Not disclosed | Led credit function before and through integration into Affinity Bank |
| Community Trust Bank (Hiram, GA) | Senior Credit Officer | Not disclosed | Senior credit oversight in community banking environment |
| SunTrust Bank of Atlanta | Commercial lending division | Not disclosed | Foundation in commercial credit underwriting and portfolio management |
| Sports memorabilia retail (Atlanta metro) | Manager/Owner | Not disclosed | Small-business operations and customer/market experience |
External Roles
No public company board or external directorships disclosed for Nelson. Skip.
Fixed Compensation
| Metric ($) | 2021 | 2022 | 2023 | 2024 |
|---|---|---|---|---|
| Salary | 252,400 | 263,000 | 275,000 | 315,000 |
| Bonus | 24,500 | 38,000 | 65,334 | 112,000 |
| All Other Compensation | 40,020 | 53,966 | 48,074 | 51,109 |
| Total | 316,920 | 533,991 | 584,855 | 478,109 |
Breakdown of 2024 “All Other Compensation”:
- Life insurance premiums: $1,290; medical/dental: $14,001; 401(k) match: $11,025; automobile allowance: $10,400; ESOP: $14,393; total $51,109 .
Performance Compensation
Annual equity awarded (grant date fair value):
| Metric ($) | 2021 | 2022 | 2023 | 2024 |
|---|---|---|---|---|
| Stock awards (RSAs/RSUs) | — | 148,500 | 101,430 | — |
| Option awards | — | 30,525 | 95,018 | — |
Outstanding equity as of 12/31/2024:
| Grant | Exercisable | Unexercisable | Exercise price ($) | Expiration | Unvested stock | Market value |
|---|---|---|---|---|---|---|
| Options (2018 plan) | 18,136 | 4,534 | 7.77 | 4/30/2030 | — | — |
| Options | 2,000 | 3,000 | 14.85 | 7/1/2032 | — | — |
| Options | 2,500 | 5,000 | 14.40 | 3/21/2033 | — | — |
| Options | 3,333 | 6,667 | 14.49 | 11/16/2023 | — | — |
| Restricted stock | — | — | — | — | 12,844 | $224,770 (at $17.50) |
Note: Aggregate unvested restricted shares declined from 15,352 (2023; $245,171 at $15.97) to 12,844 (2024; $224,770 at $17.50) .
Performance metric linkage: Nelson’s bonuses are discretionary cash; proxies do not disclose explicit operational or financial metric weightings for NEO bonuses or PSUs. Skip.
Equity Ownership & Alignment
| Metric | Q1 2023 (record 3/31/2023) | Q1 2024 (record 4/1/2024) | Q1 2025 (record 4/3/2025) |
|---|---|---|---|
| Beneficial ownership (shares) | 33,793 | 48,483 | 58,440 |
| Ownership % of outstanding | <1% | <1% | <1% |
| ESOP shares | 2,300 | 3,116 | 3,939 |
| Unvested restricted stock | 16,529 | 19,353 | 12,845 |
| Exercisable options | 9,069 | 17,102 | 28,469 |
Pledging/hedging:
- Company states it “does not have a policy that addresses the ability…to engage in transactions that hedge or offset decreases in market value of our equity securities” . No disclosure of personal pledging by Nelson.
- ESOP shares at company level are pledged as collateral for ESOP debt (programmatic), not personal pledging; 2025 note shows ESOP borrowings and releases .
Stock repurchase context (overhang mitigation):
- AFBI authorized repurchase of up to 320,480 shares (5% of outstanding) on March 7, 2025; 219,257 shares repurchased through September 30, 2025 .
Stock ownership guidelines: Not disclosed for executives. Skip.
Employment Terms
| Term | 2023 proxy | 2024 proxy | 2025 proxy | 8‑K (Sep 2025) |
|---|---|---|---|---|
| Agreement term expiry | Aug 31, 2025 | Aug 31, 2026 | Aug 31, 2027 | Sep 1, 2028 (extension) |
| Base salary (current) | $275,000 | $275,000 | $315,000 | $315,000 (no change stated) |
| Bonus/participation | Eligible for bonus/incentive plans | Eligible | Eligible | — |
| Severance (without cause / good reason) | Lump sum equal to greater of remaining term base salary or average monthly comp for remaining term | Same | Same | — |
| Change‑in‑control economics | 3x average base salary + bonus + profit sharing (prev. calendar year or greater annualized) paid in lump sum within 5 days | Same | Same | — |
| Non‑compete / non‑solicit | Up to 24 months post‑termination depending on nature | Same | Same | — |
| Perquisites | Automobile allowance (Nelson), life insurance (2× salary max $300k) and split‑dollar life insurance | Same; split‑dollar beneficiary up to lesser of $500,000 or net‑at‑risk | Same | — |
| Clawback | Not disclosed | Not disclosed | Not disclosed | — |
| Tax gross‑ups | Not disclosed | Not disclosed | Not disclosed | — |
Performance & Track Record
Company outcomes (useful for pay-for-performance context):
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Value of initial fixed $100 (TSR) | 98 | 106 | 110 |
| Net income ($000s) | 7,134 | 6,448 | 5,441 |
| Net interest margin (%) | — | 3.35 | 3.54 |
Narrative highlights:
- 2024 net income fell 15.6% YoY to $5.4M on higher funding costs; assets +2.8%; loans +8.2%; NIM +19 bps to 3.54% .
- Credit quality improved: non-performing assets declined to $4.8M (0.55% of assets) at 12/31/2024 vs. $10.3M (1.22%) in 2023 .
- Compensation Actually Paid vs. TSR/net income trends disclosed in pay-versus-performance tables .
Compensation Structure Analysis
- Shift toward cash pay: Base salary rose from $275k (2023) to $315k (2024) with discretionary bonuses up to $112k in 2024; no equity awards granted in 2024 vs. meaningful RSU/option grants in 2022–2023 .
- Equity overhang dynamics: Exercisable options rose materially (17,102 in 2024 record to 28,469 in 2025 record), increasing potential insider selling pressure upon exercise; declining unvested RS balances reduce vest-driven sales risk in near term .
- CIC economics: 3x pay multiple (base + bonus + profit sharing) and tight lump-sum timing (within 5 days) increases cost in sale scenarios; non-compete up to 24 months supports retention but adds potential litigation risk if enforced .
- Hedging policy gap: Company does not prohibit employee/director hedging transactions, a governance red flag for alignment; no clawback policy disclosed .
Vesting Schedules and Insider Selling Pressure
- Options outstanding span strikes $7.77–$14.85–$14.40 with expirations through 2033; large exercisable tranches (e.g., 18,136 at $7.77, 3,333 at $14.49) could prompt exercises if trading above strike; limited explicit vest-date disclosure in proxies .
- RS unvested declined from 15,352 (2023) to 12,844 (2024), moderating short-term sale commitments tied to vesting .
- Company repurchases (219,257 shares through Sep 2025) may offset dilution/selling pressure at the margin .
Equity Ownership & Alignment
- Beneficial ownership rose from 33,793 (Q1 2023) to 58,440 (Q1 2025); remains under 1% of shares outstanding; components include ESOP holdings (company-level benefit), unvested RS, and a growing exercisable options stack .
- No disclosed executive ownership guidelines or compliance status; hedging not prohibited by policy .
Employment Terms
- Agreement term extended multiple times (latest to Sep 1, 2028) without substantive changes to economic terms, indicating continuity and retention intent .
- CIC multiple: 3x prior-year average base, bonus, profit sharing contributions; accelerated vesting terms for equity not specified in proxies; payments within five days post-termination .
- Non-compete/non-solicit up to 24 months supports retention and client continuity .
Investment Implications
- Alignment and overhang: Absence of a hedging prohibition and lack of disclosed clawback/ownership guidelines reduce alignment quality; rising exercisable options increase the probability of insider sales into strength .
- Retention/cost in M&A: 3x CIC economics and quick lump-sum payment raise transaction costs, potentially impacting deal math; repeated term extensions through 2028 suggest low near-term departure risk .
- Near-term selling pressure likely moderate: No 2024 equity grants and declining unvested RS reduce scheduled vest-driven sales, while company repurchases provide some support; monitor Form 4s for option exercises .
- Performance backdrop: TSR improved in 2024, but net income declined; discretionary bonuses persisted, suggesting limited formulaic pay-for-performance linkage; continued credit quality improvement and NIM stability are positives for a Chief Credit Officer’s risk mandate .