Marshall L. Ginn
About Marshall L. Ginn
Marshall L. Ginn, age 71, is an independent director of Affinity Bancshares, Inc. (AFBI) and has served on the board since 2004. He is an Associate Broker with RE/MAX Agents Realty (Covington, GA) and previously co‑founded Medical Services South and founded ELCO Medical; he has served as President of the East Metro Board of Realtors and Chairman of the Newton County Chamber of Commerce, bringing real estate and local economic development expertise to the board . AFBI’s board determined all directors other than the CEO are “independent” under Nasdaq rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| RE/MAX Agents Realty (Covington, GA) | Associate Broker | 1996–present | Real estate transactions in residential, commercial, industrial, land; local market expertise |
| Medical Services South (private) | Co‑Founder | Not disclosed | Orthopedic implants/products; sales/marketing domain knowledge |
| ELCO Medical (private) | Founder | Not disclosed | Orthopedic products; entrepreneurship |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| East Metro Board of Realtors | President | Not disclosed | Industry leadership; regional real estate network |
| Newton County Chamber of Commerce | Chairman | Not disclosed | Community/economic development influence |
Board Governance
- Independence: AFBI board is majority independent; all directors except CEO Edward J. Cooney are independent under Nasdaq rules .
- Board leadership: Independent chair (William D. Fortson, Jr.), with executive sessions and annual CEO performance evaluations by independent directors .
- Attendance: In 2024, the board held 12 regular and two special meetings; no director attended fewer than 75% of board and applicable committee meetings .
- Committee assignments:
- 2025: Audit (Fortson, Richardson, Ross, Stone; Stone chair), Compensation (Fortson chair; Stone, Richardson, Roberts), Nominating & Corporate Governance (Fortson chair; Reich, Richardson, Roberts, Stone). Ginn is not listed on any committee in 2025 .
- 2024: Nominating & Corporate Governance comprised Ginn, Reich, Richardson, Ross (Richardson chair); Audit (Fortson, Richardson, Ross, Stone; Stone chair); Compensation (Fortson chair; Stone, Richardson, Roberts) .
- 2025 shareholder vote outcomes:
- Ginn re‑elected: For 3,019,917; Withheld 575,932; Broker non‑votes 886,570 .
- Say‑on‑pay: For 3,372,614; Against 64,835; Abstain 158,400; Broker non‑votes 886,570 .
Fixed Compensation
| Year | Cash Retainer (Board) | Committee Meeting Fees | Chair Fees | Total Cash Paid |
|---|---|---|---|---|
| 2024 | $21,000 annual board fee | $150 per meeting (Audit, Compensation, ALCO) | $0 (chair premium applies to board chair only) | $21,450 paid to Ginn |
| 2023 | $21,000 annual board fee | $150 per meeting (Audit, Compensation, ALCO) | $0 (not chair) | $21,600 paid to Ginn |
Notes:
- Directors’ fees are earned at the bank subsidiary level; the chair receives an additional $21,000 per year (not applicable to Ginn) .
Performance Compensation
| Year | Stock Awards ($) | Option Awards ($) | Nonqualified Deferred Comp. Earnings ($) | Total Director Comp ($) |
|---|---|---|---|---|
| 2024 | — | — | — | $21,450 |
| 2023 | $14,490 | $30,220 | $63,111 | $129,421 |
- Deferred compensation plan is frozen to new deferrals; legacy balances earn quarterly interest at the 10‑year average return of Vanguard Balanced Index Fund Admiral Shares; “above‑market earnings” are disclosed and recognized for some directors in 2024 (not Ginn) .
- Equity incentive plans (2018 and 2022) authorize restricted stock/RSUs and options for employees and directors; as of 12/31/2024, 20,126 shares remained available for options under the 2022 plan; no restricted shares remained available under either plan .
Other Directorships & Interlocks
| Category | Details |
|---|---|
| Current public company boards | None disclosed in AFBI proxy biographies for Ginn |
| Prior public company boards | None disclosed |
| Private/non‑profit boards | Realtor association president; county chamber chair |
| Interlocks with competitors/suppliers/customers | Not disclosed; no related‑party transactions >$120,000 since 1/1/2022 |
Expertise & Qualifications
- Local real estate market and economic development knowledge; small business and commercial property experience .
- Board independence; continuity of service since 2004; community relationships supporting business development .
Equity Ownership
| Data point | Value |
|---|---|
| Total beneficial ownership (as of 4/3/2025) | 42,749 shares; <1% of outstanding |
| Breakdown | Includes 7,708 shares held by a corporation; 3,320 unvested restricted stock; 21,947 exercisable options |
| Shares outstanding (record date 4/3/2025) | 6,329,715 shares |
| Director unvested holdings (as of 12/31/2024) | 3,322 unvested restricted shares; 21,947 vested options; 10,300 unvested options (standard director holdings; Reich differs) |
Governance Assessment
- Committee roles and engagement: Ginn served on the Nominating & Corporate Governance Committee in 2023; not listed on standing committees in 2024/2025, indicating rotation and concentration of committee responsibilities among other independents .
- Independence and attendance: Strong independence profile and no attendance concerns; board conducted regular/special meetings with full engagement (≥75% attendance for all directors) .
- Compensation alignment: Director pay is modest and primarily cash; no director stock or option grants in 2024, reducing equity‑linked incentives year‑over‑year; Ginn’s 2023 package included restricted stock and options plus legacy deferred comp earnings, but 2024 shows a shift to cash only .
- Ownership: Ginn’s direct/indirect stake (<1%) is typical for a community bank director; holdings include exercisable options and unvested restricted stock, providing some alignment but not a controlling influence .
- Related‑party safeguards: No loans via employee program and no transactions >$120,000 with directors/executives since 1/1/2022; audit committee semiannual review of related‑party transactions enhances oversight .
- Shareholder support signals: Strong vote support for Ginn’s re‑election and say‑on‑pay in 2025 (see vote counts above), supportive of board continuity .
- RED FLAGS:
- No anti‑hedging policy: Company states it does not have a policy restricting employees/directors from hedging AFBI equity value—this can weaken ownership alignment .
- No audit committee financial expert: Board cites member capability but lacks a formally designated “financial expert,” which some investors view as a governance gap for a bank .
Insider trades: Attempted to retrieve recent Form 4 filings for “Ginn” using the insider-trades skill but access returned unauthorized (HTTP 401). No incremental Form 4 intelligence could be added beyond proxy disclosures.