Mark Massee
About Mark H. Massee
Age 71; Independent Chairman of the Board of Colony Bankcorp, Inc. and Colony Bank since June 2016; CBAN director since February 2007 and Colony Bank director since 1996. Retired President of Massee Builders, Inc. (42 years); currently a self‑employed building construction consultant and owner/manager of MHM Properties and Dorminy‑Massee House, Inc. (bed-and-breakfast). Education: BS in Industrial Management, Georgia Institute of Technology. The Board has designated Mr. Massee as its “audit committee financial expert,” and he is considered independent under NYSE standards; the Board separates the CEO and Chair roles with Mr. Massee serving as independent Chair.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Massee Builders, Inc. | President | 42 years | Led commercial construction operations |
| City of Fitzgerald, GA | Mayor | Not disclosed | Civic leadership in CBAN’s core market |
| Colony Bankcorp, Inc. | Vice Chairman of the Board | Jun 2013 – Jun 2016 | Board leadership pre‑Chair role |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| MHM Properties | Owner/Manager | Not disclosed | Real estate ownership/management |
| Dorminy‑Massee House, Inc. | Owner/President | Not disclosed | Bed-and-breakfast operations |
| Self‑employed consultant | Building construction consultant | Current | Construction expertise |
Board Governance
- Roles: Chairman of the Board (Company and Bank); Audit Committee Chair; member of Talent Management and Compensation Committee; member of Risk Management Committee (all directors).
- Independence: Board states six of eight directors post‑meeting are independent; Chairman is independent; non‑independent directors are the CEO and Executive Vice Chairman (Fountain and Schmitt).
- Attendance: Board met 8 times in 2024; each director attended at least 75% of Board and applicable committee meetings. Independent directors held 9 executive sessions in 2024.
- Committee activity: Audit Committee met 9 times (Massee Chair); Talent Management and Compensation met 8 times; Nominating and Governance met 4 times; Risk Management met 4 times.
| Committee | Role | Independence | Meetings (2024) |
|---|---|---|---|
| Audit | Chair | Meets NYSE/SEC independence; Massee designated “financial expert” | 9 |
| Talent Mgmt & Compensation | Member | Meets NYSE independence | 8 |
| Nominating & Governance | Not disclosed as member | Committee independent | 4 |
| Risk Management | Member (all directors) | N/A | 4 |
Fixed Compensation
- Standard director cash structure (2024): Independent director retainer $48,000; Chairman retainer $63,000; committee chair fees $2,500 per committee; employee‑directors receive $18,000 retainer; no meeting fees disclosed.
- 2024 Director Compensation (Massee): Cash fees $65,000; Stock awards grant‑date fair value $9,113; Total $74,113.
| Year | Cash Fees ($) | Equity Grant Fair Value ($) | Total ($) |
|---|---|---|---|
| 2024 | 65,000 | 9,113 | 74,113 |
Performance Compensation
- Non‑employee directors awarded restricted stock; grant on July 1, 2024 of 600 shares; vests in three equal annual installments; grant‑date value based on $12.15/share. No performance metrics tied to director equity grants disclosed.
| Grant Date | Shares | Grant‑Date Fair Value ($) | Vesting Schedule | Performance Metrics |
|---|---|---|---|---|
| Jul 1, 2024 | 600 | 9,113 | 3 equal annual installments | None disclosed |
Other Directorships & Interlocks
- No other public company directorships disclosed for Mr. Massee in the 2025 proxy; external roles are private business and civic positions.
- Compensation Committee interlocks: None disclosed; no insider participation on the committee in 2024.
Expertise & Qualifications
- Industry and functional expertise: Commercial real estate, construction operations, small business ownership.
- Financial oversight: Designated audit committee financial expert by the Board.
- Governance: Long‑tenured CBAN and Colony Bank director; independent Chair separate from CEO; engages in executive sessions.
Equity Ownership
- Beneficial ownership (as of Mar 28, 2025): 66,849 shares; 0.38% of outstanding; directors and officers as a group hold 1,156,646 shares (6.62%).
- Hedging/pledging/margin: Company prohibits speculative trading/hedging and buying on margin by directors, officers, employees; blackout periods and pre‑clearance apply.
| Holder | Shares Beneficially Owned | % of Class |
|---|---|---|
| Mark H. Massee | 66,849 | 0.38% |
Related Party Exposure
- Loans: As of Dec 31, 2024, officers/directors and related companies had $4,038,375.34 outstanding or available in aggregate loans at the Bank; loans made on market terms under Regulation O and internal policy.
- Approval: Related party transactions require Audit Committee review under written policy aligned with SEC/NYSE requirements.
Governance Assessment
- Positives: Independent Chair separated from CEO; strong audit oversight with Massee as designated financial expert; active committee cadence (Audit 9x; Comp 8x; Risk 4x); executive sessions (9x) enhance independent oversight; prohibitions on hedging/margin trading improve alignment.
- Alignment: Material personal shareholding (66,849; 0.38%) plus annual restricted stock grants; director cash and equity mix consistent with regional bank peers; each director met ≥75% meeting attendance in 2024.
- Watch items / RED FLAGS:
- Concentration of oversight: The Board Chair simultaneously serves as Audit Committee Chair—an atypical combination that can concentrate authority and may draw investor scrutiny despite independence and executive sessions.
- No Lead Independent Director designated; Board relies on independent Chair and executive sessions; monitor effectiveness and responsiveness to shareholder concerns.
- Related‑party lending: Aggregate insider/affiliate loans present potential conflict optics in a community bank context; policies and Regulation O compliance mitigate but require continued disclosure discipline.
- Shareholder engagement/say‑on‑pay: Annual say‑on‑pay proposed; no historical approval percentages disclosed in this proxy; monitor Form 8‑K results post‑meeting.