Andrew Cooch
About Andrew Cooch
Andrew Cooch (age 70) is an independent director of Glen Burnie Bancorp, serving on the board since 2014 with a current term expiring in 2027. He holds a Juris Doctor (1981) from the University of Baltimore School of Law and is a partner at the Law Office of Cooch & Bowers, P.A. and Owner/Director of Progressive Title Corporation, bringing legal and real estate/title expertise along with deep knowledge of the Bank’s local markets .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Law Office of Cooch & Bowers, P.A. | Partner | Not disclosed | Business and legal experience relevant to banking oversight |
| Progressive Title Corporation | Owner/Director | Not disclosed | Title/real estate domain knowledge for lending and collateral contexts |
| Maryland Land Title Association | Vice President (previously) | Not disclosed | Industry leadership experience |
| Maryland Affordable Housing Trust | Board member (previously) | Not disclosed | Affordable housing governance and community impact |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Bello Machre, Inc. (Maryland non-profit serving developmentally disabled) | Director | Not disclosed | Community/non-profit governance |
Board Governance
- Independence: Yes (NASDAQ Rule 5605(a)(2)) .
- Years of service: Director since 2014; current term to expire in 2027 .
- Committees: Audit Committee (member), Employee Compensation & Benefits Committee (member) .
- Attendance: Board met 12 times in 2024; no incumbent directors were below 75% attendance, and all directors attended the 2024 annual meeting .
- Audit Committee structure: All members independent; audit committee financial expert designated as Julie Mussog; committee met 14 times in 2024; charter posted on bank website .
- Compensation Committee structure: Multi-director committee including Cooch; met 3 times in 2024; uses independent consultant (ChaseCompGroup) with no other remunerated services to the Company .
| Governance Metric | Value |
|---|---|
| Independent Director | Yes |
| Board Tenure | Since 2014 |
| Current Term End | 2027 |
| Committees | Audit; Compensation |
| 2024 Board Meetings | 12 |
| 2024 Audit Committee Meetings | 14 |
| 2024 Compensation Committee Meetings | 3 |
| Attendance Threshold Met | ≥75% (all incumbents) |
Fixed Compensation
- Structure: Directors receive $1,250 per combined regular/special Company/Bank board meeting (one excused absence allowed). Additional fees per committee meeting: $300 chair; $350 for Audit Committee chair; $250 for Audit Committee members; or $200 member fee, as applicable. Chair of the Board receives a separate annual stipend ($77,064 in 2024; not applicable to Cooch) .
- Andrew Cooch’s 2024 director compensation: $22,100 in cash fees .
| Component | 2024 Amount |
|---|---|
| Fees Earned or Paid in Cash | $22,100 |
| Other Compensation | — (none disclosed) |
| Total | $22,100 |
Performance Compensation
- Equity awards (RSUs/PSUs/options): The Company states it does not provide equity-based compensation; no director equity grants disclosed .
- Performance metrics tied to director pay: None disclosed; director compensation is meeting/committee-based cash fees .
| Performance Element | Details |
|---|---|
| Equity awards (RSUs/PSUs/Options) | None provided; Company does not provide equity-based compensation |
| Bonus/Performance-based pay | Not applicable to directors (director compensation disclosed as meeting/committee fees) |
| Metrics (TSR/ROE/EBITDA/etc.) | Not disclosed/applicable for director pay |
Other Directorships & Interlocks
- Public company boards: No public company directorships disclosed for Cooch in the proxy biography .
- Non-profit/associations: Director at Bello Machre; previously VP of Maryland Land Title Association; previously on board of Maryland Affordable Housing Trust .
- Interlocks/Conflicts: No specific interlocks with GLBZ competitors/suppliers/customers disclosed; general related-party banking relationships (deposits/loans) with directors may occur in ordinary course under Regulation O, reviewed by Internal Audit on market terms .
| Type | Organization | Role | Notes |
|---|---|---|---|
| Public Company Board | — | — | No public company board disclosed |
| Non-Profit | Bello Machre, Inc. | Director | Current |
| Industry Association | Maryland Land Title Association | Vice President | Prior role |
| Public/Quasi-Public | Maryland Affordable Housing Trust | Board member | Prior role |
Expertise & Qualifications
- Legal and business expertise (partner at law firm) and title/real estate experience (Owner/Director, Progressive Title) .
- JD (1981), University of Baltimore School of Law .
- Community/non-profit governance experience (Bello Machre) .
- Audit Committee membership requires financial statement literacy; all members can read and understand fundamental financial statements .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Shares Outstanding | Shares Outstanding Reference |
|---|---|---|---|
| Andrew Cooch | 1,050 | 0.04% | 2,900,681 shares outstanding as of 3/20/2025 |
- Ownership breakdown: Not further broken out for Cooch; table presents rounded beneficial ownership and percent of class .
- Pledging/Hedging: Not disclosed.
- Stock ownership guidelines: Not disclosed for directors; Company offers an Employee Stock Purchase Plan generally to employees (not specifically to directors) .
Governance Assessment
- Board effectiveness and independence: Cooch is independent, with active committee service on Audit and Compensation—both key for financial oversight and pay governance; overall board and committee activity in 2024 indicates substantive engagement (12 board meetings; 14 audit; 3 compensation) and good attendance levels among incumbents .
- Pay alignment: Director compensation is modest and entirely cash-based, without equity grants; while this avoids option/RSU design risks, it may reduce direct market-aligned incentives. Cooch’s 2024 fees were $22,100, and the Company does not provide equity-based compensation .
- Ownership alignment: Cooch holds 1,050 shares (0.04%), a small stake relative to outstanding shares; absence of equity-based director pay further limits “skin-in-the-game” alignment .
- Conflicts and related-party exposure: Proxy notes ordinary-course banking relationships (deposits/loans) with directors and their families occur under Regulation O, reviewed by Internal Audit for market terms and arms-length compliance; no specific related-party transaction tied to Cooch is disclosed .
- Risk indicators: No attendance red flags; no disclosed legal proceedings, pledging, or hedging for Cooch. Audit oversight appears robust with a designated financial expert (Mussog) and frequent committee meetings .
- Change-in-control plan: All employees and Board members are eligible under the Company’s Change in Control Severance Plan, but director-specific severance amounts are not disclosed; oversight point for investors given potential payout structures, though executive amounts are specified separately .
Overall signal: Independent status, meaningful committee participation, and attendance support governance confidence. That said, minimal personal share ownership and lack of equity-based director compensation may indicate lower direct economic alignment, warranting continued monitoring of director ownership trends and any related-party interactions disclosed in future filings .