Marshall T. Reynolds
About Marshall T. Reynolds
Marshall T. Reynolds (age 88) is Chairman of the Board of First Guaranty Bancshares, Inc. (since inception in July 2007) and Chairman of First Guaranty Bank’s Board (since May 1996); he has served as a director of First Guaranty since 1993. He is deemed independent under Nasdaq rules. His background includes decades leading Champion Industries and extensive service on multiple financial institution boards. He is a significant shareholder with 1,993,290 shares (15.9% of outstanding), and 1,478,755 of his shares are pledged as collateral, which is a governance red flag.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| First Guaranty Bancshares, Inc. | Chairman of the Board | Chairman since July 2007; Director since 1993 | Board leadership; separation of Chair/CEO maintained |
| First Guaranty Bank | Chairman of the Board | Since May 1996 | Subsidiary board leadership |
| Champion Industries, Inc. | Chairman; CEO; President | Chairman since 1992; CEO 1992–2016; President Dec 1992–Sep 2000 | Operated public/private enterprises; significant operating oversight |
| The Harrah & Reynolds Corp. (predecessor to Champion) | President & GM; Sole Shareholder | President/GM since 1964; Sole shareholder since 1972 | Long-term operating leadership |
| Broughton Foods Company | Chairman of the Board | Nov 1996–Jun 1999 | Oversight of food company |
| Bank One West Virginia Corporation (formerly Key Centurion) | Director; Chairman of the Board | 1983–Nov 1993 | Financial institution governance |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Premier Financial Bancorp, Inc. | Chairman of the Board | 1996–Sep 2021 | Regional bank holding company oversight |
| Portec Rail Products, Inc. | Chairman of the Board | Dec 1997–Dec 2010 | Industrial governance |
| Summit State Bank | Director | Since Dec 1998 | Banking director role |
| Bank of Mingo | Director | Since 2018 | Community bank governance |
| First State Financial Corporation (Sarasota, FL) | Director | 1999–2009 | Financial services governance |
| Energy Services of America Corporation | Chairman of the Board | Since 2006 | Energy services governance |
Board Governance
- Independence: The board determined Mr. Reynolds is independent under Nasdaq rules.
- Leadership structure: Chair and CEO roles are separated; the Chair sets agendas and presides over board meetings.
- Board/committee activity and attendance: In 2024, First Guaranty’s board met 18 times; all directors attended at least 75% of meetings of the board plus their committees; all FGBI directors attended the 2024 annual meeting.
| Committee | Members | Reynolds Role | Independence | Meetings in 2024 | Notes |
|---|---|---|---|---|---|
| Nominating & Corporate Governance | Marshall T. Reynolds (Chair); William K. Hood; Edgar R. Smith III | Chair | All members independent | 1 | Oversees board composition, effectiveness, governance principles, and code of conduct |
| Compensation | Marshall T. Reynolds (Chair); William K. Hood | Chair | All members independent | Not disclosed | Reviews/approves director and executive compensation; no outside consultants in 2024; Chair delegated authority to set CEO pay |
| Audit | Jack Rossi (Chair); William K. Hood; Edgar R. Smith III | Not a member | All members independent | 6 | Financial reporting, controls, auditor oversight; Rossi is the “financial expert” |
Fixed Compensation
| Metric (Directors) | 2024 |
|---|---|
| Fees Earned or Paid in Cash | $30,450 |
| All Other Compensation | — (none) |
| Meeting/Committee coverage | FGBI Board; FGB Bank Board; Compensation; Executive; Investment |
Performance Compensation
| Metric | 2024 |
|---|---|
| Stock awards (RSUs/PSUs) | None disclosed for directors |
| Option awards | None disclosed for directors |
| Performance metrics tied to director compensation | Not disclosed |
Note: The proxy’s director compensation table reports only cash fees and reimbursed travel (and shows none for Mr. Reynolds); no director equity grants are disclosed.
Other Directorships & Interlocks
| Relationship/Entity | Nature | Financials/Terms | Governance/Conflict Notes |
|---|---|---|---|
| Partnership owned by Reynolds, Hood, Smith | Sale-leaseback of bank properties; partnership is FGB’s landlord | Properties sold for $14.7M; pre-tax gain $13.3M ($10.5M after tax); ~$0.6M lease payments in 2024 | Significant related-party transaction; ongoing lease obligations to directors’ partnership |
| Champion Graphic Communications (subsidiaries of Champion Industries) | Supplier to FGBI/Bank (printing, office furniture/equipment) | ~$0.3M paid in 2024; ~$0.1M in 2023 | Mr. Reynolds is Chairman and holder of 100% of common stock as of Mar 24, 2025; vendor relationship presents conflict risk |
Expertise & Qualifications
- Extensive leadership in public and private enterprises (Chairman/CEO roles), with long tenure overseeing banks and industrial companies; brings significant insight to board oversight of management.
- Multiple financial institution board roles, including prior chairmanships and directorships, supporting audit, risk, and governance oversight.
Equity Ownership
| Item | Amount | Notes |
|---|---|---|
| Total beneficial ownership | 1,993,290 shares | 15.9% of 12,504,717 shares outstanding as of Mar 24, 2025 |
| Shares pledged as collateral | 1,478,755 shares | Pledged against a loan (RED FLAG) |
| Purple Cap, LLC | 693 shares | Shared voting/investment power |
| Champion Leasing Corp. | 6,655 shares | Shared voting/investment power |
| The Harrah & Reynolds Corporation | 624 shares | Shared voting/investment power |
| M.T. Reynolds Irrevocable Trust | 49,806 shares | Shared voting/investment power |
| Custodian for minor grandchildren | 49,909 shares | Voting power shared with parents |
Section 16(a) filing timeliness: Late filings were reported for Edgar R. Smith III, William K. Hood, and Michael R. Mineer; no other directors or 10% owners were noted as late filers.
Governance Assessment
-
Positives:
- Independent Chair with separation from CEO role, supporting oversight and risk management.
- Robust committee leadership (chairs of Nominating/Governance and Compensation), deep financial institution experience.
- Board engagement: 18 meetings in 2024; all directors ≥75% attendance; all board members attended the 2024 annual meeting.
-
Concerns / RED FLAGS:
- Significant share pledging (1,478,755 shares), which can force-sell risk and misalign incentives under stress.
- Material related-party transactions:
- Sale-leaseback to directors’ partnership with ongoing lease payments (~$0.6M in 2024).
- Recurrent vendor payments (~$0.3M in 2024) to an entity Mr. Reynolds controls (100% of common stock).
- No formal director/executive stock ownership requirement, weakening alignment standards.
- No hedging policy restricting directors from hedging company stock value.
- Aggregate related-party credit exposures: $48.0M funded and $22.6M unfunded commitments to directors/executives/principal shareholders and their associates at year-end 2024 (group level), indicating elevated related-party exposure for the institution.
-
Compensation committee structure:
- Compensation Committee (chaired by Mr. Reynolds) operated without an external consultant in 2024 and delegated authority to the Chair to set CEO pay, heightening the need for strong independence and disclosure controls.
-
Say-on-pay:
- Advisory vote on executive compensation proposed at the 2025 meeting; historical approval rates not disclosed in this proxy.
Overall implication: Mr. Reynolds’ long experience and independent board leadership are positives for oversight, but his concentrated ownership with substantial pledging and the scale of related-party transactions (real estate and vendor services) present conflict-of-interest risks that investors should monitor closely; absence of hedging and ownership requirements further weakens alignment safeguards.