Edward P. Stone

About Edward P. Stone

Edward P. Stone, age 77, is an independent director of Affinity Bancshares, Inc. (AFBI) and has served on the board since 2001. He is President of Peoples Home Health (since 2008), President of Peoples Home Medical (since 2009), and President/owner/administrator of Longleaf Hospice LLC (since 2011), bringing four decades in home healthcare and small-business operations across AFBI’s markets .

Past Roles

External Roles

• No other public company directorships disclosed for Mr. Stone in AFBI filings .

Board Governance

• Independence: Stone is classified as independent under SEC and Nasdaq rules (serves on independent committees) .
• Tenure: Director since 2001 .
• Executive sessions: Independent directors meet in executive session; all three standing committees have written charters .
• Attendance: In 2024 the Board held 12 regular and 2 special meetings; no director or committee member attended fewer than 75% of aggregate meetings. Audit met 4 times; Compensation met once; Nominating & Corporate Governance met once .

Notable: AFBI’s Audit Committee does not designate an “audit committee financial expert,” asserting all members are financially literate and rely on their business financial assessments .

Fixed Compensation

• AFBI director fees: Affinity Bank directors earn $21,000 annual cash; Chair receives an additional $21,000; committee meeting fees are $150 per meeting .
• Historical cash and deferred comp for Stone:

Performance Compensation

• Program design: Directors receive time-based restricted stock and stock options under equity plans; no performance metrics for director equity awards disclosed .
• Initial equity awards (2022 Equity Plan): Stone was slated to receive 4,200 restricted shares (approx. $64,680 at $15.40/share) and 10,500 stock options; vesting for RS and options over five years in equal annual installments, subject to service, with acceleration on death/disability/change in control .
• Change-in-control treatment (Asset Sale, 2024): Unvested restricted stock fully vests immediately prior to closing; all unexercised options (vested/unvested) are canceled for cash equal to intrinsic value. As of May 30, 2024: Stone had 3,520 unvested restricted shares (~$78,848 at $22.40/share) and 32,247 options (avg. exercise $12.87) with cash-out value ~$358,909 .

Other Directorships & Interlocks

Expertise & Qualifications

• Small-business operator across home health and hospice; understanding of senior citizen needs and local economic development .
• Committee leadership experience (Audit Chair; prior Nominating & Corporate Governance Chair in earlier periods) .
• Not designated as an audit committee financial expert; board asserts members are financially literate .

Equity Ownership

• Beneficial ownership increased from 2020 to 2024; includes unvested restricted stock and exercisable options.

No pledging or hedging disclosures for directors found in AFBI filings; stock ownership guidelines for directors are not disclosed in AFBI proxy statements cited here .

Governance Assessment

• Strengths:

  • Long-tenured independent director with community/senior-care and small-business experience .
  • Active committee roles: Audit Chair; member of Compensation and Nominating & Corporate Governance .
  • Attendance threshold met across Board and committees in 2024; Board held 14 meetings (12 regular, 2 special) .
  • Meaningful equity alignment (approx. 1.15% ownership at Apr 1, 2024), including options and RS .

• Concerns/RED FLAGS:

  • Audit Committee lacks an SEC-designated “financial expert,” unusual for a bank and a potential governance risk for financial reporting oversight .
  • Director equity accelerates and options are cashed out on change-in-control; AFBI’s 2024 asset sale created material personal financial benefits (Stone ~ $78,848 RSU vesting; ~$358,909 option cash-out), which can present perceived conflict when voting on transactions benefitting directors .
  • Above-market earnings under Directors’ Deferred Compensation Plan (Stone had above-market earnings in multiple years), a practice often scrutinized by shareholders/proxy advisors .

• Overall: Stone is a deeply experienced, independent, and engaged director with strong committee participation and equity alignment. Key governance watchpoints are the absence of an audit committee financial expert designation and change-in-control award acceleration/cash-out mechanics that may create perceived conflicts in major corporate actions .

Additional disclosures: AFBI reports no related-party transactions >$120,000 involving directors since 2020; employee loan program disclosures pertain to certain executives, not Stone .

Citations:
- Director biography, age, tenure, roles: **[1823406_0000950170-25-055418_afbi-20250414.htm:9]** **[1823406_0000950170-24-044079_afbi_proxy_2024_no_tag.htm:7]** **[1823406_0000950170-23-012907_afbi_proxy_2023.htm:10]** **[1823406_0001193125-21-120796_d900829ddef14a.htm:7]** **[1823406_0001193125-20-286857_d26823ds1a.htm:180]**
- Committees, charters, independence, meetings, attendance threshold: **[1823406_0000950170-25-055418_afbi-20250414.htm:12]** **[1823406_0000950170-25-055418_afbi-20250414.htm:13]** **[1823406_0000950170-23-012907_afbi_proxy_2023.htm:14]** **[1823406_0000950170-23-012907_afbi_proxy_2023.htm:15]** **[1823406_0001193125-22-107948_d280326ddef14a.htm:13]**
- Director fees, meeting fees, compensation tables (2019/2021/2023), deferred comp earnings: **[1823406_0001193125-20-244110_d26823ds1.htm:175]** **[1823406_0001193125-22-107948_d280326ddef14a.htm:24]** **[1823406_0000950170-24-044079_afbi_proxy_2024_no_tag.htm:24]**
- 2022 Equity Plan director grants and vesting: **[1823406_0001193125-22-107948_d280326ddef14a.htm:34]**
- Change in control vesting/cash-out values (2024 asset sale): **[1823406_0001193125-24-201369_d862209dprem14a.htm:60]**
- Beneficial ownership tables with RS/option breakdowns and totals outstanding: **[1823406_0001193125-20-279990_d26823ds1a.htm:195]** **[1823406_0001193125-20-286857_d26823ds1a.htm:194]** **[1823406_0000950170-23-012907_afbi_proxy_2023.htm:5]** **[1823406_0000950170-24-044079_afbi_proxy_2024_no_tag.htm:4]**
- Related party transactions policy and employee loan program: **[1823406_0001193125-22-107948_d280326ddef14a.htm:19]**