Mark J. Ross
About Mark J. Ross
Mark J. Ross, age 56 as of December 31, 2024, has served as an independent director of Affinity Bancshares, Inc. (AFBI) since 2016. He is an attorney and former residential/commercial real estate developer; since 2012 he has been co-owner and Director of Right at Home of East Atlanta, a senior home care and staffing company, where he focuses on business expansion, marketing, and quality improvement . The Board has determined he is independent under Nasdaq listing standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Right at Home of East Atlanta | Co-owner & Director | 2012–present | Focus on business expansion, marketing, quality improvement |
| Various (private practice) | Attorney | Not disclosed | Legal and real estate experience underpin board contributions |
| Real estate development | Developer (residential/commercial) | Former | Local business and real estate insights |
External Roles
| Type | Organization | Role | Status |
|---|---|---|---|
| Private company | Right at Home of East Atlanta | Co-owner & Director | Active |
| Public company boards | — | — | None disclosed in AFBI proxy biographies |
| Trade/association | — | — | Not disclosed |
Board Governance
| Item | 2023 | 2024 | 2025 |
|---|---|---|---|
| Independence | Independent director | Independent director | Independent director |
| Audit Committee member | Yes (Audit Committee: Fortson, Richardson, Ross, Stone; Stone chair) | Yes (Audit Committee: Fortson, Richardson, Ross, Stone; Stone chair) | Yes (Audit Committee: Fortson, Richardson, Ross, Stone; Stone chair) |
| Nominating & Corporate Governance Committee member | Not listed on committee (members: Fortson, Richardson, Roberts, Stone) | Yes (members: Ginn, Reich, Richardson, Ross; Richardson chair) | Not listed on committee (members: Fortson, Reich, Richardson, Roberts, Stone; Fortson chair) |
| Compensation Committee member | No (members: Fortson, Stone, Richardson, Roberts) | No (members: Fortson, Stone, Richardson, Roberts) | No (members: Fortson, Stone, Richardson, Roberts) |
| Board meetings held | 12 regular, 2 special | 12 regular, 0 special | 12 regular, 2 special |
| Attendance | ≥75% of Board+committee meetings; none below threshold | ≥75% of Board+committee meetings; none below threshold | ≥75% of Board+committee meetings; none below threshold |
| Annual meeting attendance | All then-current directors attended 2022 meeting | All then-current directors attended 2023 meeting | All then-current directors attended 2024 meeting |
| Board leadership | Independent chair (William D. Fortson, Jr.) | Independent chair (William D. Fortson, Jr.) | Independent chair (William D. Fortson, Jr.) |
| Audit committee financial expert | None designated; Board asserts members can evaluate financials | None designated; Board asserts members can evaluate financials | None designated; Board asserts members can evaluate financials |
Fixed Compensation
| Component | 2022 | 2023 | 2024 |
|---|---|---|---|
| Director fees (cash) | $21,600 | $21,750 | $19,700 |
| Committee meeting fees | $150 per committee meeting (policy) | $150 per committee meeting (policy) | $150 per committee meeting (policy) |
| Chair fee (policy; not applicable to Ross) | $21,000 additional for Board chair | $21,000 additional for Board chair | $21,000 additional for Board chair |
| Deferred comp earnings (if any) | Not shown for Ross | Not shown for Ross | Not shown for Ross |
Performance Compensation
| Component (grant-date fair value) | 2022 | 2023 | 2024 |
|---|---|---|---|
| Stock awards (restricted stock) | $62,454 | $14,490 | $0 |
| Option awards | $63,525 | $30,220 | $0 |
| Performance Metrics Tied to Director Awards | 2022 | 2023 | 2024 |
|---|---|---|---|
| Disclosed performance metrics (e.g., TSR, EBITDA) | None disclosed for director equity; awards described as restricted stock/options by grant value | None disclosed for director equity; awards described as restricted stock/options by grant value | None disclosed for director equity; no awards granted |
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Other public company boards | None disclosed in AFBI proxy biographies for Ross |
| Potential interlocks with AFBI customers/suppliers | None disclosed; AFBI reports no related-person transactions >$120,000 since Jan 1, 2022 |
Expertise & Qualifications
- Attorney with prior real estate development experience; brings legal and local market expertise to the Board .
- Small-business operator in senior home care; provides insights into local business dynamics and community demographics .
- Board seeks directors with banking/financial, legal, and real estate experience; Ross’s profile aligns with criteria for contribution, experience, integrity, independence, and local familiarity .
Equity Ownership
| Metric | 2023 (Record date: Mar 31, 2023) | 2024 (Record date: Apr 1, 2024) | 2025 (Record date: Apr 3, 2025) |
|---|---|---|---|
| Beneficial ownership (shares) | 24,960 | 31,408 | 37,857 |
| % of shares outstanding | <1% | <1% | <1% |
| Noted holdings included in beneficial ownership | 6,558 unvested restricted stock; 10,049 exercisable stock options | 5,542 unvested restricted stock; 15,498 exercisable stock options | 3,320 unvested restricted stock; 21,947 exercisable stock options; 6,844 shares held in IRA |
| Outstanding Director Equity (as of fiscal year-end) | Dec 31, 2023 | Dec 31, 2024 |
|---|---|---|
| Unvested restricted stock (Ross) | 5,542 shares (per director holdings disclosure) | 3,322 shares (per director holdings disclosure) |
| Vested/exercisable stock options (Ross) | 15,498 options (per director holdings disclosure) | 21,947 options (per director holdings disclosure) |
| Unvested stock options (Ross) | 16,749 options (per director holdings disclosure) | 10,300 options (per director holdings disclosure) |
Insider Trading Compliance
| Year | Late Section 16(a) filings disclosed for Ross |
|---|---|
| 2023 proxy (covers 2022) | None; late filings noted for Howard G. Roberts only |
| 2024 proxy (covers 2023) | None; late filing noted for Bob W. Richardson (Form 5) |
| 2025 proxy (covers 2024) | None; late filings noted for Howard G. Roberts and Bob W. Richardson |
Governance Assessment
- Committee roles and engagement: Ross is a long-standing Audit Committee member across 2023–2025; he served on Nominating & Corporate Governance in 2024, evidencing engagement in oversight and board composition processes .
- Independence and attendance: Classified independent; Board reports no director fell below 75% attendance across years reviewed and that all directors attended annual stockholder meetings—supports investor confidence in diligence .
- Ownership alignment: Beneficial ownership increased from 24,960 (2023) to 37,857 (2025), with a mix of unvested restricted stock and options; however percentage ownership remains <1%, typical for small-cap community banks, and there is no pledging disclosed .
- Pay structure signal: Sharp reduction in director equity grants—$62,454 stock/$63,525 options in 2022; $14,490 stock/$30,220 options in 2023; none in 2024—indicates shift toward cash-only retainers in 2024; equity plans also reported limited remaining shares, which may constrain future alignment grants .
- Related-party risk: AFBI discloses no related-person transactions >$120,000 since Jan 1, 2022; no participation by directors in employee loan programs in 2023–2024—reduces conflict risk .
RED FLAGS
- No hedging policy: AFBI states it does not have a policy addressing hedging transactions by employees/directors, which can undermine alignment if hedging occurs .
- No audit committee financial expert: While the Board asserts members can evaluate financials, the absence of a designated “financial expert” is a governance watch item for bank investors .
WATCH ITEMS
- Equity plan capacity: As of Dec 31, 2024, the 2022 Equity Incentive Plan had only 20,126 shares available for options and none for restricted stock/RSUs; limited capacity could reduce ongoing equity alignment for directors unless plans are refreshed .
- Compensation consultant use: Compensation Committee did not utilize external consultants in 2023–2024; not abnormal for small banks, but investors may prefer periodic third-party benchmarking .
Overall, Ross appears independent, consistently engaged, and contributes legal/real estate and small-business expertise. Key governance improvement areas include instituting a hedging policy and considering designation of an audit committee financial expert to strengthen investor confidence .