Edward J. Cooney
About Edward J. Cooney
Edward J. Cooney, age 57, is President and Chief Executive Officer of Affinity Bancshares, Inc. (and Affinity Bank) and has served as a director since 2020. He became CEO in 2020 in connection with the acquisition of Legacy Affinity Bank and was appointed President in October 2022. He holds a BBA from Stetson University (1990) and is a Certified Public Accountant licensed in Georgia, with prior roles spanning CFO, Chief Credit Officer, and Senior Loan Officer and service as former Chairman of the Community Bankers Association of Georgia Board .
Board independence: Cooney is not independent due to his executive role; the Board is chaired by independent director William D. Fortson, Jr., which mitigates dual-role risks .
Recent performance indicators: Company net income declined from $7.134 million (2022) to $6.448 million (2023) and $5.441 million (2024), while the value of a $100 TSR investment moved from $98 (2022) to $106 (2023) and $110 (2024) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| ABB Financial Group, Inc. (holding company) | President & Director | Not disclosed | Led community bank operations; prior senior finance/credit roles (CFO, CCO, Senior Loan Officer) |
| Legacy Affinity Bank | President & Director | Not disclosed | Led bank prior to acquisition; deep operating and credit background |
| CPA firm (banking specialization) | Staff/Associate | Not disclosed | Early-career banking-specialized accounting experience |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Community Bankers Association of Georgia | Former Chairman of the Board | Not disclosed | Industry leadership; network and regulatory/community insight |
Fixed Compensation
| Metric ($) | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Base Salary | 390,032 | 432,200 | 450,000 |
| Cash Bonus (discretionary) | 45,000 | 69,000 | 124,000 |
| All Other Compensation | 81,537 | 72,074 | 86,604 |
| Director Fees (included in All Other) | 21,000 | 19,250 | 21,000 |
Breakdown of “All Other Compensation” 2024: life insurance $1,290; medical/dental $14,001; 401(k) match $15,094; director fees $21,000; automobile allowance $7,200; club dues $12,255; ESOP $15,764 .
Performance Compensation
| Incentive Type | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Stock Awards (grant-date fair value) | 439,560 | 106,560 | — |
| Option Awards (grant-date fair value) | 232,920 | 26,125 | — |
Outstanding equity awards (as of 12/31/2024):
- Unvested restricted stock: 19,335 shares; market value $338,363 at $17.50 close .
- Options:
- 32,644 exercisable / 8,161 unexercisable at $7.77, expiring April 30, 2030
- 26,667 exercisable / 13,333 unexercisable at $14.85, expiring July 1, 2032
- 1,667 exercisable / 3,333 unexercisable at $14.40, expiring March 21, 2033
Note: Company policy avoids grants in closed trading windows; no options granted in 2024 .
Pay-versus-performance (CAP vs TSR/net income):
| Year | PEO CAP ($) | TSR ($100 basis) | Net Income ($) |
|---|---|---|---|
| 2022 | 1,217,255 | 98 | 7,134,000 |
| 2023 | 658,528 | 106 | 6,448,000 |
| 2024 | 780,971 | 110 | 5,441,000 |
Equity Ownership & Alignment
As of April 3, 2025: Cooney beneficially owns 177,597 shares (2.81% of 6,329,715 outstanding), including 4,554 ESOP shares, 16,870 unvested restricted shares, and 62,643 exercisable options .
| Ownership Detail | Amount |
|---|---|
| Total beneficial ownership (shares) | 177,597 |
| Ownership % of shares outstanding | 2.81% |
| ESOP shares | 4,554 |
| Unvested restricted stock | 16,870 |
| Exercisable options | 62,643 |
Pledging/Hedging: The company does not have a policy that addresses the ability of employees or directors to engage in hedging transactions of company equity, a governance gap investors should note .
Employment Terms
| Provision | Terms |
|---|---|
| Agreement term | 3-year term auto-renewable; current term expires August 31, 2027 |
| Base salary under agreement | $450,000 (current) |
| Termination without cause / for good reason | Lump sum equal to greater of remaining term base salary or average monthly compensation for remaining term, payable within 5 days |
| Change-in-control severance | 3x average base salary, bonus, and profit sharing (or higher annualized values), lump sum within 5 days post-termination |
| Post-employment covenants | Non-compete and non-solicit up to 24 months depending on termination nature |
| SERP | $8,333.33 monthly commencing after normal retirement age or separation; lifetime payments with 180-payment guarantee; fully vested due to change in control of legacy Affinity Bank |
| Life insurance/death benefit | Company-provided life insurance; death-benefit-only agreement pays two times base salary if death while employed |
Clawbacks/tax gross-ups/deferred comp: No clawback provisions, tax gross-ups or deferred compensation elections for executives are disclosed in the proxy; director deferred comp plan exists but is frozen to new deferrals and participants .
Board Governance
| Attribute | Details |
|---|---|
| Board chair | Independent chair: William D. Fortson, Jr. |
| Cooney independence | Not independent due to executive role |
| Committees (membership) | Audit: Fortson, Richardson, Ross, Stone (Chair) |
| Compensation: Fortson (Chair), Stone, Richardson, Roberts | |
| Nominating & Corporate Governance: Fortson (Chair), Reich, Richardson, Roberts, Stone | |
| Meetings and attendance (2024) | 12 regular, 2 special; no director attended <75% of combined board/committee meetings |
| Director fees | Affinity Bank directors: $21,000 annual fee; Chair receives additional $21,000; $150 per committee meeting |
Dual-role implications: Cooney’s executive-director dual role is balanced by an independent chair and majority-independent board with periodic executive sessions and annual CEO performance evaluations by independent directors .
Performance & Track Record
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Net Income ($) | 7,134,000 | 6,448,000 | 5,441,000 |
| TSR ($100 initial investment) | 98 | 106 | 110 |
Revenue trend (SPGI data; see disclaimer):
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Revenues ($) | 2,402,000* | 2,466,000* | 1,880,000* |
Values retrieved from S&P Global*
Investment Implications
- Pay-for-performance alignment: CAP increased 18% in 2024 while net income fell 16% YoY; board notes TSR rose modestly, but the mix shows higher cash compensation and discretionary bonuses without explicit performance targets, weakening incentive rigor .
- Equity and selling pressure: As of year-end 2024, Cooney held 19,335 unvested restricted shares and multiple in-the-money option tranches ($7.77–$14.85 strikes vs $17.50 close), which can create periodic Form 4 activity around vest/exercise dates; monitor insider filings for net-share settlements and sales .
- Retention and change-in-control economics: Robust CIC protection (3x cash + benefits), lump-sum payouts and 24-month restrictive covenants reduce voluntary departure risk but elevate potential sale-related costs; fully vested SERP further stabilizes retention .
- Governance strengths/weaknesses: Independent chair and majority-independent board with active committees are positives; absence of a hedging policy is a misalignment risk; no disclosed clawback for misconduct could be a red flag in adverse scenarios .
- Ownership alignment: Cooney’s 2.81% beneficial stake supports alignment; however, explicit ownership guideline requirements and pledging prohibitions are not disclosed—another governance gap to watch .