Matthew Reed
About Matthew D. Reed
Matthew D. Reed (age 37) is an independent director of Colony Bankcorp, Inc. (CBAN) and has served on the board since March 2019. He is the owner and CEO of Georgia CEO, a network of local business media sites across Georgia, and holds a BBA in Management from Valdosta State University; he also sits on the Georgia Chamber of Commerce Board of Governors and the UGA Small Business Development Center State Advisory Board .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Georgia CEO | Owner | Since 2010 | Built statewide business media network; civic/business engagement |
| Georgia CEO | Chief Executive Officer | Since 2012 | Executive leadership; Georgia business ecosystem insight |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Georgia Chamber of Commerce | Board of Governors | Current | State-level business policy exposure |
| UGA SBDC | State Advisory Board | Current | Small business development oversight |
| Colony Bank Albany (community board) | Community Board Member | Since Dec 2018 | Local market insights in Albany footprint |
Board Governance
- Independence: Independent under NYSE rules; only Messrs. Fountain and Schmitt are non-independent; committee independence requirements met .
- Committee memberships (2024): Nominating & Governance Committee (Chair: Mowry; Members: Loomis, Mowry, Reed) ; Risk Management Committee (all directors; Chair: Loomis) .
- Meeting attendance: Board met 8 times in 2024; each director attended at least 75% of Board and committee meetings; all incumbents attended the 2024 annual meeting .
- Executive sessions: Independent directors held 9 executive sessions in 2024, separate from management .
- Note on committee composition disclosure: The proxy’s “Interlocks and Insider Participation” section states Hollingsworth, Massee, Reed, and Ross served on the Talent Management & Compensation Committee during 2024, while the committee roster lists Downing, Hollingsworth, and Massee as members. This discrepancy should be clarified with the company’s secretary for precision in governance mapping .
Fixed Compensation
| Year | Cash Retainer ($) | Committee Chair Fees ($) | Equity Grant (Shares) | Equity Grant Fair Value ($) | Total ($) |
|---|---|---|---|---|---|
| 2023 | 48,000 | 2,000 per committee | 600 shares (grant 7/1/2023) | 5,658 | 53,658 |
| 2024 | 49,000 | 2,500 per committee | 600 shares (grant 7/1/2024) | 9,113 | 58,113 |
- Structure: Independent directors (non-Chair) received $48,000 retainer in 2024 proxy narrative; Chairman $63,000; inside directors $18,000; committee chairs +$2,500; most non-employee directors awarded time-based restricted stock vesting over three years. Reed’s individualized cash and equity values for 2024 are above .
Performance Compensation
| Component | Metric/Plan | Terms |
|---|---|---|
| Director equity awards | Time-based RS grants | Annual grant (e.g., 600 shares 7/1/2024) vest in three equal annual installments; no performance metrics disclosed for director equity |
No director performance-linked pay (e.g., PSU/TSR metrics) is disclosed; equity grants for directors are time-based RS awards .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards | None disclosed |
| Private/non-profit boards | Georgia Chamber Board of Governors; UGA SBDC State Advisory Board |
| Committee interlocks (Compensation) | Proxy notes 2024 Compensation Committee membership included Hollingsworth, Massee, Reed, Ross; no insider participation or reciprocal interlocks with other issuers’ committees disclosed |
Expertise & Qualifications
- Small business & media operator with statewide Georgia business community connectivity; enhances community-bank market insight and stakeholder engagement .
- Governance and nominating work; community board experience within CBAN footprint .
- Education: BBA in Management (Valdosta State University) .
Equity Ownership
| As-of Date | Shares Beneficially Owned | % of Shares Outstanding |
|---|---|---|
| Mar 22, 2024 | 15,026 | 0.09% |
| Mar 28, 2025 | 16,215 | 0.09% |
- Hedging/pledging: Company prohibits hedging, short-selling, derivatives, margin purchases; insider trading policy requires pre-clearance and blackout compliance .
- Vested vs unvested/Options: No option holdings disclosed for directors; director equity awards are RS grants with time-based vesting .
Shareholder Support Signals
| Item | Votes For | Votes Withheld/Against | Abstain | Broker Non-Votes |
|---|---|---|---|---|
| Election of Matthew D. Reed (2023 Annual Meeting) | 11,118,677 | 1,241,381 (withheld) | — | 2,327,980 |
| Say-on-Pay (2023) | 11,596,148 (For) | 495,516 (Against) | 268,133 | 2,327,980 |
Related Party & Conflicts
- Related-party transactions oversight: Formal policy with Audit Committee approval; compliance with FRB Regulations W/O and SEC/NYSE rules .
- Insider loans: As of Dec 31, 2024, officers/directors and related entities had an aggregate $4,038,375.34 outstanding or available; made on market terms and compliant with regulation. No Reed-specific transactions disclosed .
- Legal proceedings: No material legal proceedings for directors/officers in prior 10 years .
Risk Indicators & Red Flags
- Section 16 compliance: Reed filed a late Form 4 on Dec 6, 2023 to report small open-market purchases (80 shares on Feb 23, 2023 and 2 shares on Feb 27, 2023); minor process weakness but limited materiality .
- Hedging/pledging: Prohibited by policy (alignment positive) .
- Committee disclosure inconsistency: Compensation Committee membership discrepancies between roster and interlocks section for 2024; warrants clarification for governance mapping accuracy .
Compensation Structure Analysis (Directors)
- YoY shift: Committee chair fee increased from $2,000 (2023) to $2,500 (2024), modestly raising fixed cash for chairs .
- Equity grant sizing: Director equity fair value increased year-over-year for Reed ($5,658 in 2023 vs $9,113 in 2024), driven by grant valuation; grants remain time-based RS without performance link .
- Guaranteed vs at-risk: Mix remains predominantly fixed cash retainer plus time-based equity; no disclosed performance-contingent director pay .
Governance Assessment
- Board effectiveness: Reed contributes local market, small-business, and civic perspectives—appropriate for a community bank’s footprint—and serves on Nominating & Governance and full-board Risk Management Committee; independence, executive-session cadence, and attendance are in line with best practices .
- Alignment: Personal share ownership (16,215 shares, 0.09%) and annual time-based equity grants support alignment; hedging/shorting prohibited by policy .
- Investor confidence: Strong shareholder support in 2023 director election and robust say-on-pay approval levels indicate broad investor backing; minor late Section 16 filing in 2023 is a limited yellow flag, but no material conflicts or related-party issues are disclosed specific to Reed .
- Actionable follow-up: Seek clarification from CBAN corporate secretary on 2024 Compensation Committee membership to resolve roster inconsistency; monitor future proxies and 8-Ks for committee changes and any related-party disclosures involving Reed .