Robin S. Reich

About Robin S. Reich

Robin S. Reich, age 67, has served as an independent director of Affinity Bancshares, Inc. since 2020 and is President of Reich Dental Center (Smyrna and Roswell, GA) since 1991, with a practice dating back to 1984 . She has been a 12‑year board member of the Georgia Dental Association, served as Chairman of the American Dental Association, and is a member of the Dental Entrepreneur Association . The Board determined she is independent under Nasdaq rules; all then‑current directors attended the 2024 annual meeting; and no director attended fewer than 75% of board/committee meetings in 2024 .

Past Roles

External Roles

Board Governance

• Independence: All directors except the CEO are independent; chair is independent (William D. Fortson, Jr.) .
• Attendance: Board held 12 regular and 2 special meetings in 2024; no director or committee member attended fewer than 75% .
• Executive sessions: Independent directors meet periodically in executive session .
• Committee structure (2024–2025 evolution): Audit Committee (Chair: Edward P. Stone; Fortson, Richardson, Ross, Stone) . Compensation Committee (Chair: Fortson; Fortson, Stone, Richardson, Roberts) . Nominating & Corporate Governance (Chair: Fortson; Fortson, Reich, Richardson, Roberts, Stone) ; in 2023 it comprised Ginn, Reich, Richardson, Ross (Chair: Richardson) .
• Audit committee financial expert: None designated; Board cites members’ ability to analyze/evaluate financial statements .

Fixed Compensation

• Structure: Affinity Bank directors earn $21,000 annual cash fees; the chairman receives an additional $21,000; committee meeting fees are $150 per meeting for Audit, Compensation, and ALCO .
• Deferred Compensation: Plan frozen since 2015; prior deferrals earn above‑market returns tied to Vanguard Balanced Index 10‑year average; Reich had no nonqualified deferred compensation earnings in 2023–2024 .

Governance signal: Director equity grants ceased in 2024 across directors (no RSU/option awards), coinciding with no shares available for restricted stock/RSUs under the 2022 plan; options remained available but were not granted .

Performance Compensation

• Director equity program: AFBI may grant restricted stock, restricted units, and options under 2018/2022 plans; as of 12/31/2024, 20,126 shares were available solely for stock options under the 2022 plan; no shares remained for restricted stock/RSUs under either plan .
• Performance metrics: No performance‑metric (TSR/EBITDA) linkage disclosed for director equity; awards historically include time‑vested RS and stock options (plan permits types) .

Other Directorships & Interlocks

• Public company boards: None disclosed beyond AFBI .
• Banking interlock: All AFBI directors also serve as directors of Affinity Bank (subsidiary board) .
• Community/business ties: Leadership roles in dental associations and practice ownership; no disclosed interlocks with AFBI competitors/suppliers/customers beyond client segment expertise .

Expertise & Qualifications

• Healthcare small‑business operator (multi‑site dental practice); perspective on dental practice clients AFBI serves post‑Legacy Affinity acquisition .
• Professional leadership: Georgia Dental Association (12‑year board member), American Dental Association (Chairman), Dental Entrepreneur Association member .

Equity Ownership

No pledging of shares or hedging policies are disclosed; AFBI states it does not have a policy addressing the ability of employees/directors to hedge or offset decreases in equity value (potential alignment risk) .

Say‑on‑Pay & Shareholder Feedback

Directors attended the 2024 Annual Meeting; there is no written policy but attendance is expected .

Related Party & Conflicts Review

• Related party transactions: Since January 1, 2022, no transactions >$120,000 involving directors/executives with direct/indirect material interest; loans to insiders follow banking regulations; no director or executive participated in the employee loan program in 2023–2024 .
• Section 16 compliance: For 2024, late filings were disclosed for Directors Roberts and Richardson; AFBI believes no other director/executive/10% owner failed to file timely, which includes Reich (no late filings disclosed) .

Compensation Committee Analysis (Context)

• Committee composition: Fortson (Chair), Stone, Richardson, Roberts; no current/former officers; met once in 2024; no compensation consultants used in 2024 .
• Benchmarking: Committee considers peer analysis for executives (not specific to directors) .

Governance Assessment

• Strengths:

  • Independence and oversight: Independent chair; majority‑independent board; periodic executive sessions; full‑board risk oversight across committees .
  • Attendance and engagement: No director below 75% meeting attendance in 2024; directors expected to attend annual meetings, and did so in 2024 .
  • Shareholder support: Strong support for 2025 say‑on‑pay advisory vote; minimal opposition .
  • Related‑party discipline: No material related‑party transactions since 2022; formal review procedures via Audit Committee .

• Risks / RED FLAGS:

  • Hedging policy gap: AFBI lacks a policy restricting hedging by directors/employees, which can weaken alignment with shareholders .
  • Audit committee expertise: No designated “audit committee financial expert” under SEC rules; while members have business experience, absence may be viewed as a governance weakness for a public bank .
  • Director equity program variability: No director equity grants in 2024 and limited plan capacity for RS/RSUs may reduce long‑term alignment through equity if not offset by future grants .

• Board effectiveness and Reich’s contribution:

  • Reich’s Nominating & Governance Committee role supports board refresh and effectiveness assessments; her healthcare small‑business experience is relevant to AFBI’s client base and community banking strategy .
  • Independence, attendance, and steady ownership position bolster confidence; lack of hedging restrictions and audit financial expert designation remain broader board‑level issues rather than Reich‑specific concerns .