Howard G. Roberts
About Howard G. Roberts
Howard G. Roberts, age 77, has served as an independent director of Affinity Bancshares, Inc. since 2016. He is the former President and Chief Executive Officer of First Newton Bank (1985–2000) and is currently a real estate developer and private equity investor, bringing banking operations, credit evaluation, and governance expertise. His current board term runs through the annual meeting following the fiscal year ending December 31, 2026. The Board has determined he is independent under Nasdaq standards.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| First Newton Bank (Covington, GA) | President & CEO | 1985–2000 | Banking leadership, bank operations, credit evaluation, corporate governance contributions |
External Roles
| Organization/Capacity | Role | Tenure | Notes |
|---|---|---|---|
| Various private ventures | Real estate developer | Current | Ongoing real estate activities |
| Various private investments | Private equity investor | Current | Private equity investing |
Board Governance
- Independence: The Board determined all directors except the CEO are independent; Roberts is independent under Nasdaq standards.
- Board activity and attendance: In 2024, the Board met 12 times (regular) and 2 times (special); no director attended fewer than 75% of aggregate Board and committee meetings. All then-current directors attended the 2024 annual meeting of stockholders.
- Executive sessions: Independent directors meet in executive session; Board chaired by independent director William D. Fortson, Jr.
| Committee | Members | Chair | Meetings in 2024 |
|---|---|---|---|
| Compensation Committee | Fortson; Stone; Richardson; Roberts | Fortson | 1 meeting; no compensation consultants used |
| Nominating & Corporate Governance Committee | Fortson; Reich; Richardson; Roberts; Stone | Fortson | 1 meeting |
| Audit Committee | Fortson; Richardson; Ross; Stone | Stone | 4 meetings; no designated SEC “financial expert” |
Nominating & Governance practices include candidate integrity, independence, time commitment, and diversity considerations; outside public company board seats are limited to two beyond AFBI.
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Fees Earned or Paid in Cash (Roberts) | $21,300 | $21,150 |
| Nonqualified Deferred Compensation Earnings (Roberts) | $0 | $0 |
| Annual Director Fee (policy) | $21,000 | $21,000 |
| Committee Meeting Fee (policy) | $150 per meeting | $150 per meeting |
| Additional Chair Fee (policy) | $21,000 (for chairman; not applicable to Roberts) | $21,000 (for chairman; not applicable to Roberts) |
Performance Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Stock Awards (grant date fair value) | $14,490 | — (no grant) |
| Option Awards (grant date fair value) | $30,220 | — (no grant) |
The Company maintains 2018 and 2022 equity incentive plans covering officers, employees, and directors; as of Dec 31, 2024, 20,126 shares remained available for stock options under the 2022 plan.
Equity Ownership
| Ownership Detail | Dec 31, 2024 | Apr 3, 2025 (Record Date) |
|---|---|---|
| Beneficial Ownership (shares) | — | 48,794 |
| Percent of Shares Outstanding | — | Less than 1% (6,329,715 shares outstanding) |
| Unvested Restricted Stock (shares) | 3,322 | 3,320 |
| Options – Exercisable (shares) | 21,947 | 21,947 |
| Options – Unvested (shares) | 10,300 | — |
| Shares Held as Custodian (shares) | — | 2,906 |
Insider Trading and Section 16 Compliance
| Year | Filing Type | Count | Transactions Disclosed |
|---|---|---|---|
| 2024 | Late Form 4 | 2 | Each reported one sale of common stock |
| 2024 | Late Form 4 | 1 | Reported seven sales of common stock |
AFBI’s insider trading policy is filed with the 10-K and does not prohibit hedging transactions by employees or directors.
Other Directorships & Interlocks
- Policy: AFBI limits outside public company board service to two boards beyond AFBI, evaluated for time commitment and potential conflicts.
Expertise & Qualifications
- Banking leadership and operations: Former bank CEO with experience in credit evaluation and governance processes.
- Community and market familiarity: Emphasis in director selection on local business/real estate knowledge and community engagement aligns with Roberts’ background.
Say-on-Pay & Shareholder Feedback
| Vote Item | 2023 | 2025 |
|---|---|---|
| Advisory vote on executive compensation (Say-on-Pay) | For: 2,962,192; Against: 163,341; Abstain: 30,977; Broker non-votes: 1,988,474 | For: 3,372,614; Against: 64,835; Abstain: 158,400; Broker non-votes: 886,570 |
Special meeting (Nov 4, 2024) approved asset sale and dissolution; advisory vote on transaction-related executive compensation passed (For: 4,116,682; Against: 219,091; Abstain: 143,281).
Governance Assessment
-
Strengths
- Independent director with relevant banking leadership experience; member of both Compensation and Nominating & Corporate Governance Committees.
- Board independence and independent chair structure; periodic executive sessions support oversight.
- Strong shareholder support on Say-on-Pay in 2023 and 2025, indicating investor confidence in compensation oversight.
- Related-party controls: No >$120,000 related-person transactions since 2022; Audit Committee biannual reviews of director/officer transactions.
-
Risks and RED FLAGS
- Section 16 compliance issues: Roberts filed multiple late Form 4s for sales in 2024, a process-control concern for timely reporting.
- No hedging policy restriction: AFBI does not prohibit hedging or offsetting transactions, which can weaken alignment with shareholders.
- Limited committee meeting cadence in 2024: Compensation and Nominating Committees met once each, which may signal lower engagement during a year of significant corporate actions.
- Audit Committee lacks a designated SEC “financial expert,” increasing reliance on generalist financial acumen; Roberts is not on Audit but overall governance rigor is impacted.
-
Alignment and Incentives
- Ownership alignment: Roberts beneficially owns 48,794 shares, plus vested options and unvested restricted stock; ownership is <1% of outstanding shares, typical for community bank directors.
- Compensation mix shift: No director equity grants in 2024 versus 2023 grants (RS and options), implying a reduced at-risk equity component last year.
Overall, Roberts brings relevant banking experience and serves on key governance committees, but late filings and a permissive hedging stance are notable governance red flags to monitor.