Michael R. Mineer
About Michael R. Mineer
Michael R. Mineer, 58, was elected President and Chief Executive Officer of First Guaranty Bank and First Guaranty Bancshares, Inc. on May 28, 2024, and has over 35 years of banking experience, including more than 19 years as a bank President and CEO; he joined First Guaranty Bank in 2021 as Mid East President and was appointed to the First Guaranty Bank Board on June 20, 2024 . Company performance context: net income was $10.119 million in 2024 versus $6.890 million in 2023, per “pay versus performance” disclosure; TSR and revenue/EBITDA growth were not disclosed in the proxy . In Q3 2025, Mineer emphasized capital preservation and asset quality, navigating an auto parts bankruptcy that drove a $47.9 million provision and a $12.9 million goodwill impairment; risk‑weighted capital ratio improved to 12.34% (vs 11.66% a year earlier) under his strategy shift started in July 2024 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| First Guaranty Bank | Mid East President | 2021–May 2024 | Led Loan and Deposit Production Offices in Kentucky and West Virginia |
External Roles
No external public company directorships disclosed for Mineer .
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Base Salary ($) | N/A | 362,500 |
| Target Bonus % | Discretionary; not pre‑set | Discretionary; not pre‑set |
| Cash Bonus Paid ($) | N/A | 0 |
| Holiday Bonus ($) | N/A | 7,680 (one week base pay) |
| All Other Compensation ($) | N/A | 2,248 (excess group life insurance premiums) |
| Total Compensation ($) | N/A | 372,428 |
Performance Compensation
Annual cash incentive design and outcomes (2024):
| Component | Metric(s) | Weighting | Target Setting | Actual | Payout | Vesting |
|---|---|---|---|---|---|---|
| Annual Cash Bonus | Net income, ROAA, ROAE | Discretionary (not fixed) | Determined at year‑end; not necessarily communicated | Company criteria used after year‑end | $0 cash bonus | N/A (cash) |
| Holiday Bonus | N/A (company‑wide) | N/A | N/A | One week base salary | $7,680 | N/A (cash) |
| Stock Bonuses | N/A for Mineer | N/A | N/A | Not awarded to Mineer in 2024 | $0 | N/A |
Long-term incentives (LTI) and equity:
- Outstanding equity awards: None for named executive officers, including Mineer, as of December 31, 2024 .
- Equity Bonus Plan context: pool of 80,000 shares with awards 100% vested upon receipt; plan automatically terminated on May 19, 2024; Mineer did not receive stock under the plan in 2024 .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total Beneficial Ownership (shares) | 1,368 |
| Ownership % of Outstanding | <0.1% (“*” per proxy) |
| Shares Outstanding (record date) | 12,504,717 |
| Vested vs Unvested Shares | No unvested awards outstanding |
| Options – Exercisable | None |
| Options – Unexercisable | None |
| Shares Pledged as Collateral | None disclosed for Mineer (principal shareholder pledges noted separately) |
| Stock Ownership Guidelines | No formal ownership requirements for directors or executive officers |
| Compliance Status | Not applicable (no guideline) |
| Hedging/Pledging Policy | No anti‑hedging policy; company does not currently restrict employees/directors from hedging |
Employment Terms
| Term | Disclosure |
|---|---|
| CEO Appointment Date | May 28, 2024 |
| Executive Officer Since | 2024 |
| Bank Board Appointment | June 20, 2024 |
| Employment Agreement | None; no employment, severance or change‑in‑control agreements |
| Severance Provisions | None |
| Change‑in‑Control (Triggers/Multiples) | None; no payments as of Dec 31, 2024 |
| Non‑compete / Non‑solicit | Not disclosed |
| Clawback Provisions | Not disclosed |
| Tax Gross‑Ups | Not disclosed |
| Perquisites | $2,248 excess group life insurance premiums (2024) |
| Insider Trading / Section 16 | One late Form 3 reporting noted; company enhanced procedures |
| Hedging Policy | No policy restricting hedging instruments |
Performance & Track Record
Company pay versus performance context:
| Year | Net Income ($) |
|---|---|
| 2023 | 6,890,000 |
| 2024 | 10,119,000 |
Operational execution under Mineer (2025 highlights):
- Q3 2025 loss drivers: $47.9 million provision for credit losses (including $39.8 million tied to a single auto‑parts commercial lease exposure) and a $12.9 million non‑cash goodwill impairment; Mineer emphasized proactive reserving and capital preservation .
- Capital and balance sheet: Risk‑weighted capital ratio improved to 12.34%; total assets $3.8 billion; loans declined 15.4% since year‑end 2024; deposits down 3.5%; shareholders’ equity $221.1 million at September 30, 2025 .
- Efficiency initiatives: noninterest expense stable ex‑impairment; FTE headcount reduced to 339 from 404 YoY .
- Strategic actions: sale‑leaseback in June 2024 generated ~$13.3 million pre‑tax gain; related party partners were directors; ~$0.6 million lease payments in 2024 .
Compensation Committee Analysis
- Committee composition: Marshall T. Reynolds (Chair) and William K. Hood; both independent per Nasdaq standards .
- Process: Chairman reviewed and set CEO salary/bonus in 2024; CEO set senior officer salary/bonuses; no external compensation consultant retained in 2024 .
- Annual incentive approach: discretionary, with metrics considered including net income, ROAA, ROAE; criteria not set until year‑end and not necessarily communicated .
Related Party Transactions and Governance Red Flags
- Hedging allowed: company does not currently restrict hedging transactions for employees/directors (alignment concern) .
- Pledging: large share pledges by principal shareholder (Marshall T. Reynolds) noted; no pledging disclosed for Mineer .
- Late filings: Mineer had one late Form 3; remediation procedures implemented .
- Related party transactions: multiple transactions with directors (subordinated notes, sale‑leaseback, services); none specifically involve Mineer on the receiving side; Mineer signed a note amendment as CEO allowing stock‑settled interest during a modified period .
- Say‑on‑pay: advisory vote scheduled; results not disclosed in proxy .
Investment Implications
- Pay‑for‑performance alignment: Absence of structured LTI (RSUs/PSUs/options) and discretionary annual bonus design, combined with no clawback or formal ownership requirements, weakens alignment to shareholder outcomes; Mineer’s 2024 pay was predominantly fixed cash with zero performance cash bonus .
- Insider selling pressure: No outstanding equity awards or options and minimal stock holdings imply low mechanical selling pressure from vesting/exercises; monitor any future equity program changes post‑2024 plan termination .
- Retention and transition risk: No employment/severance/CIC agreements suggest limited termination costs but also fewer retention hooks; watch for any future adoption of agreements or retention bonuses that could signal board posture on leadership stability during credit clean‑up .
- Governance risk flags: Allowance for hedging and lack of ownership guidelines raise alignment concerns; late Section 16 filing is a minor process flag; extensive related‑party dealings reside with directors, not Mineer, but warrant continued governance scrutiny .
- Execution risk and trading signals: Mineer’s Q3 2025 actions show decisive reserving and capital focus amid credit stress (auto‑parts bankruptcy, CRE charge‑offs, goodwill impairment); near‑term signals hinge on reserve adequacy, CRE disposition progress, capital ratios, and any equity issuance/stock‑settled obligations under financing amendments he executed .