William D. Fortson, Jr.

About William D. Fortson, Jr.

Independent Chairman of the Board at Affinity Bancshares, Inc. (AFBI); age 83; director since 1998. He has over 49 years in the automobile industry, owning Ginn Motor Company since 1987 and serving as member/manager of Ginn Chrysler, Jeep, Dodge, LLC since 2009, bringing marketing, sales, customer service, and people-development expertise to the board . The board has determined he is independent under Nasdaq standards, and he serves as an independent chair of the Board, enhancing independent oversight .

Past Roles

External Roles

• No other public company directorships are disclosed in AFBI’s proxy biography for Mr. Fortson .
• AFBI’s policy limits directors to serving on no more than two other public company boards in addition to AFBI, which the Nominating & Corporate Governance Committee considers in nominations .

Board Governance

• Board Chair: Mr. Fortson is the independent Chairman of the Board, which “ensures a greater role for independent directors” in oversight and agenda-setting .
• Independence: All directors except the CEO (Edward J. Cooney) are independent per Nasdaq standards .
• Committees and roles:
  • Audit Committee member (with Richardson, Ross, Stone; Stone is Chair); met 4 times in 2024; the committee does not have an SEC-defined “financial expert” (board cites members’ business/financial experience as sufficient) .
  • Compensation Committee Chair (members: Fortson, Stone, Richardson, Roberts); met once in 2024; no compensation consultant used in 2024 .
  • Nominating & Corporate Governance Committee Chair (members: Fortson, Reich, Richardson, Roberts, Stone); met once in 2024 .
• Board activity and attendance:
  • 12 regular and 2 special Board meetings in 2024; no director attended fewer than 75% of board and committee meetings; all then-current directors attended the 2024 Annual Meeting of Stockholders .
• Executive sessions: Independent directors hold periodic meetings; independent directors evaluate CEO annually .

Fixed Compensation

• Director fee framework: Affinity Bank directors earn an annual $21,000 fee; Chairman receives an additional $21,000 per year; $150 per meeting for service on Audit, Compensation, and Asset/Liability Management Committees .
• Deferred compensation plan: Frozen to new deferrals since 2015; legacy balances earn a rate tied to the 10-year average pre-tax return of Vanguard Balanced Index Fund Admiral Shares; above-market earnings appear in the director compensation table .

Performance Compensation

Other Directorships & Interlocks

• Public company boards: None disclosed for Mr. Fortson .
• Private/non-profit roles: Automobile businesses as above; no additional board interlocks disclosed in proxy .

Expertise & Qualifications

• 49+ years in auto industry with deep experience in marketing, sales, customer service, employee development, training, and business management; community-oriented perspective aligned to AFBI’s local customer base .
• Independent board leadership experience; chair roles on Compensation and Nominating & Corporate Governance Committees .

Equity Ownership

• Note: The principal holders footnote attributes 3,320 unvested restricted shares to Fortson; the director compensation section shows 3,322 unvested restricted shares as of 12/31/2024 .
• Pledging/hedging: AFBI’s insider trading policy does not address hedging; no pledging disclosures are provided in the proxy .

Board Governance (Conflicts, Related Party, Attendance)

• Related-party transactions: Since January 1, 2022, no transactions or relationships >$120,000 involving directors or executive officers are disclosed; loans to directors/officers must be approved by disinterested board members and be at employee/public terms; no director/officer participated in the employee loan program in 2024 or 2023 .
• Independence considerations: Board considered directors’ deposit accounts at Affinity Bank and still determined independence for all except the CEO .
• Section 16 compliance: Late filings occurred for two directors (Roberts, Richardson); no other director or 10% holder failed to file on time, implying no delinquent reports for Fortson in 2024 .

Governance Assessment

• Positives

  • Independent Board Chair with committee leadership (Compensation; Nominating & Corporate Governance) — strengthens oversight and agenda control by independents .
  • Majority-independent board; periodic executive sessions; annual CEO performance evaluation by independent directors .
  • Strong attendance (≥75% across board/committees) and full director participation at the 2024 annual meeting .
  • No material related-party transactions (> $120,000) and no participation by directors in the employee-loan program in 2024–2023; formal audit committee review process for related-party transactions .
  • Meaningful personal ownership (1.43% of shares) and option/restricted stock holdings align incentives with shareholders .

• Watch items / potential red flags

  • Insider trading policy does not prohibit hedging or address hedging transactions; investors often prefer explicit anti-hedging policies for alignment .
  • Audit Committee lacks an SEC-defined “financial expert”; while members possess business/financial experience, absence may be viewed as a governance gap for a public company .
  • Compensation Committee met once in 2024; for some investors, low meeting frequency may raise questions about depth of compensation oversight (context: small community bank) .
  • Director age and long tenure (age 83; director since 1998) could prompt board refreshment questions, though experience is valuable in a community-bank context .

• Overall: Fortson’s independent chair role and committee leadership, attendance, and ownership position are constructive for investor confidence; lack of anti-hedging policy and no “financial expert” designation on Audit Committee are areas to monitor .