Felton Magee, Jr.
About Felton Magee, Jr.
Felton Magee, Jr. (age 56) is an independent director of Glen Burnie Bancorp, first joining the board in 2024 and elected by shareholders at the May 8, 2025 annual meeting. He is President & CEO of Regent Healthcare Holdings, is Lean Six Sigma-certified and a certified Project Management Professional, and holds a BS in Banking & Finance (Bowie State University) and an MBA (Loyola University). He was nominated to the board in September 2024 based on banking/finance and local market expertise, and is also a U.S. Air Force veteran .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Regent Healthcare Holdings (holding company of Regent HealthCare, Inc.) | President & CEO | Not disclosed | Led Maryland’s largest non-franchised private-pay home care provider; operations/process expertise (Lean Six Sigma, PMP) |
| U.S. Air Force | Veteran | Not disclosed | Military leadership experience |
| Real estate development (unspecified entities) | Active investor/developer | Not disclosed | Local market/business exposure |
External Roles
| Organization | Role | Public/Private | Notes |
|---|---|---|---|
| Regent Healthcare Holdings | President & CEO | Private | Healthcare operations leadership in Maryland |
Board Governance
- Independence: Classified as “Independent” under NASDAQ Rule 5605(a)(2) .
- Elections and tenure: Nominated Sept 2024; elected May 8, 2025 for a three-year term (expires 2028) .
- Committee assignments: Member, Employee Compensation & Benefits Committee (Compensation Committee); the committee met 3 times in 2024 and engaged ChaseCompGroup as independent advisor .
- Nominating function: Independent directors collectively act as the nominating committee; 2 meetings held in 2024; no formal charter .
- Board engagement/attendance: Board met 12 times in 2024; no incumbent director attended fewer than 75% of meetings (including committees) .
| Governance Item | Detail | Source |
|---|---|---|
| Independence status | Independent | |
| Election result (2025) | For: 1,105,094; Withhold: 109,576; Broker non-votes: 768,008 | |
| Committee service | Compensation Committee member | |
| Board meetings (2024) | 12; ≥75% attendance by all incumbents | |
| Nominating process | Independent directors; 2 meetings; no charter | |
| Compensation consultant | ChaseCompGroup engaged by Compensation Committee |
Fixed Compensation
Director compensation is meeting-based, with additional committee fees; no equity components disclosed for directors.
| Component | Amount | Notes |
|---|---|---|
| Board meeting fee | $1,250 per combined Company/Bank meeting (one excused absence paid) | Applies to directors other than Chair/CEO; Chair has separate stipend |
| Committee chair fee (non-Audit) | $300 per committee meeting | |
| Audit Committee chair fee | $350 per meeting | |
| Audit Committee member fee | $250 per meeting | |
| Other committee member fee | $200 per meeting | |
| Chair of Board stipend | $77,064 (2024) | Paid to Board Chair (not applicable to Magee) |
| Director | Year | Fees Earned in Cash | All Other Compensation | Total |
|---|---|---|---|---|
| Felton Magee, Jr. | 2024 | $5,200 | — | $5,200 |
Performance Compensation
- No performance-based pay disclosed for directors; the director compensation table shows only cash fees and does not include stock or options .
- Company states it does not provide equity-based compensation for named executive officers; no director equity awards are disclosed in the proxy .
| Metric/Instrument | Structure | 2024 Detail |
|---|---|---|
| Cash bonus (directors) | Not disclosed/applicable | None disclosed |
| RSUs/PSUs | Not granted to directors | None disclosed |
| Options | Not granted to directors | None disclosed |
| Performance metrics (directors) | Not applicable | None disclosed |
Other Directorships & Interlocks
All nominees and continuing directors also serve on the boards of the Company’s affiliates.
| Entity | Role | Notes |
|---|---|---|
| The Bank of Glen Burnie | Director | All Company directors also serve on Bank’s board |
| GBB Property Holdings, LLC | Director | Affiliate board membership |
| GBB Properties, Inc. | Director | Affiliate board membership |
There are no known arrangements or understandings regarding selection as director (no disclosed interlocks with external public companies) .
Expertise & Qualifications
- Lean Six Sigma-certified; PMP (process improvement, efficiency, quality) .
- BS in Banking & Finance (Bowie State); MBA (Loyola University) .
- Healthcare operations leadership; real estate development; local market knowledge .
- U.S. Air Force veteran .
Equity Ownership
| Holder | Shares Beneficially Owned | Percent of Class | Record Date Shares Outstanding |
|---|---|---|---|
| Felton Magee, Jr. | 100 | 0.00% | 2,900,681 |
- Ownership characterization: Direct beneficial ownership unless otherwise noted; counted based on voting/investment power or rights to acquire within 60 days .
Related-Party Transactions and Controls
- Ordinary-course transactions with directors/officers/families (deposits, loans, customer relationships) at market terms, arms-length; not more than normal risk .
- Internal Audit reviews all such loans for Regulation O compliance; semi-annual reports to full Board .
Compensation Committee Analysis
- Composition (2024–2025 cycle): Joan Rumenap, Thomas Clocker, Julie Mussog, Frederick W. Kuethe III, Mary Louise Wilcox, Andrew Cooch, Stanford Hess, Joseph Baldwin, and Felton Magee, Jr.; 3 meetings in 2024 .
- Independent consultant: ChaseCompGroup engaged; provides no other services to Company/affiliates .
- Changes vs prior year: 2023 composition did not include Baldwin or Magee and met 4 times; consultant used in 2023 as well .
Say-on-Pay & Shareholder Feedback
| Measure | For | Against | Abstain | Broker Non-Votes |
|---|---|---|---|---|
| 2025 Say-on-Pay (non-binding) | 1,078,011 | 130,209 | 6,577 | 767,881 |
| Frequency Vote | One Year | Two Years | Three Years | Abstain |
|---|---|---|---|---|
| 2025 Frequency Outcome | 458,009 | 89,261 | 661,777 (approved) | 773,631 |
Governance Assessment
-
Strengths:
- Independent status; member of Compensation Committee with use of an independent consultant; Board maintained strong attendance in 2024 .
- Shareholder support: Strong “For” votes in 2025 election indicate confidence (≈91% of votes cast for Magee excluding broker non-votes) .
- Controls around related-party lending include Internal Audit oversight and Regulation O compliance; arms-length terms disclosed .
-
Alignment concerns:
- Low personal share ownership (100 shares, 0.00% of class) suggests limited “skin-in-the-game” alignment compared to peers that require director ownership guidelines; no director ownership guidelines disclosed .
-
Potential red flags and monitoring items:
- Nominating function lacks a formal charter (though conducted by independent directors); monitor process rigor for board refreshment .
- Company maintains a Change-in-Control Severance Plan that includes eligibility for Board members not party to employment agreements; while amounts are enumerated for executives only, inclusion of directors can be shareholder-unfriendly depending on application—clarity around director benefits under the plan would improve governance transparency .
- No equity-based compensation or performance-linked instruments for directors are disclosed; while meeting-based fees can encourage attendance, they may not tie director incentives to long-term TSR or risk outcomes .
-
Overall view:
- Magee brings operations/process discipline and local market knowledge, and engages via Compensation Committee service; investor support was robust in his 2025 election .
- Key monitoring areas are ownership alignment (encouraging increased holdings), transparency on any director eligibility under change-in-control provisions, and formalization of nominating governance.