Frederick W. Kuethe, III
About Frederick W. Kuethe, III
Frederick W. Kuethe, III, age 65 as of the 2025 record date, is an independent director of Glen Burnie Bancorp (GLBZ), a director of The Bank of Glen Burnie since 1988, and Vice President of the Company since 1995; he has worked in software design and systems integration at Northrop Grumman Corp. since 1981 and is a graduate of the Maryland Banking School . He first joined the Company’s board in 1992 and is currently serving a term expiring in 2026; the Board has determined he is “independent” under NASDAQ Rule 5605(a)(2) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Glen Burnie Bancorp (Company) | Director | Since 1992 | Independent director |
| The Bank of Glen Burnie (Subsidiary) | Director | Since 1988 | Board member |
| Glen Burnie Bancorp (Company) | Vice President | Since 1995 | Company officer; governance note below |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Northrop Grumman Corp. | Software design & systems integration | Since 1981–present | Long-standing engineering/technology background |
Board Governance
- Committee memberships: Audit Committee member; Employee Compensation and Benefits Committee (acts as Compensation Committee) member .
- Audit Committee: Members are Julie Mussog (Chair, designated “audit committee financial expert”), Thomas Clocker, Frederick W. Kuethe III, and Andrew Cooch; met 14 times in 2024 (13 in 2023; 15 in 2022) .
- Compensation Committee: Comprised of independent directors and includes Kuethe; met 3 times in 2024 (4 in 2023; 2 in 2022); engaged independent advisor ChaseCompGroup, which provided no other services .
- Independence and attendance: Board identified Kuethe as independent; in 2024 no incumbent directors were below 75% attendance; in 2023, only Chair John E. Demyan was below 75% (Kuethe not flagged); in 2022, one director below 75% (not named) .
- Nominating function: Independent directors act as nominating committee (no formal charter) .
Fixed Compensation
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Fees Earned or Paid in Cash ($) | 28,900 | 29,450 | 25,700 |
| Other Compensation ($) | — | — | — |
| Standard Director Fee Structure (context) | $1,250 per combined board meeting; committee fees: $200 member, $250 audit member; $350 audit chair; $300 committee chair (Chair of Board receives separate retainer; CEO and Chair do not receive meeting fees) |
Performance Compensation
- No equity-based compensation program is provided by the Company; annual bonus considerations for executives are discretionary and not tied to TSR; no stock awards, options, RSUs/PSUs, or performance metrics disclosed for directors .
Other Directorships & Interlocks
- No other public company directorships for Kuethe are disclosed in the proxy biography; roles listed are Company/Bank board and Northrop Grumman employment .
Expertise & Qualifications
- Technology/engineering and systems integration expertise (Northrop Grumman); banking education (Maryland Banking School); long tenure with the Bank and Company .
- Audit Committee alongside a designated “financial expert” (Julie Mussog), indicating financial literacy requirements met across members .
Equity Ownership
| Metric | 2023 | 2024 | 2025 |
|---|---|---|---|
| Beneficial Ownership (shares) | 23,476 | 38,787 | 38,903 |
| Percent of Class (%) | 0.82% | 1.34% | 1.34% |
| Shared Voting/Investment Power (shares) | 22,705 | 37,956 | 38,036 |
| Spousal Holdings Included (shares) | 771 | 831 | 867 |
Governance Assessment
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Strengths:
- Long-serving independent director with cross-functional background in technology and community banking; member of active Audit and Compensation committees; Audit Committee met 14 times in 2024, signaling strong oversight cadence .
- Beneficial ownership increased materially between 2023 and 2024, aligning incentives (0.82% to 1.34%) .
- Independent compensation consultant (ChaseCompGroup) with no other services lowers consultant conflict risk .
-
Concerns/Red Flags:
- Kuethe is listed as a Company Vice President while classified as “independent,” which may raise questions on independence optics even if the Board determined independence under NASDAQ rules; investors may seek clarification on officer status, compensation, and reporting lines. This is a potential governance risk signal despite formal independence designation .
- Directors receive cash-only compensation with no equity grants for directors, possibly limiting direct long-term equity alignment; however, personal share ownership partly mitigates this .
- Related-party banking activities exist in ordinary course (board-wide), though monitored under Reg O and internal audit reviews; prudence requires ongoing transparency .
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Shareholder votes:
- 2025 say-on-pay passed (For: 1,078,011; Against: 130,209; Abstain: 6,577; Broker non-votes: 767,881); frequency vote supported every three years, adopted accordingly .
-
Change-in-control framework:
- Company maintains a Change in Control Severance Plan covering employees and board members not party to other agreements; amounts disclosed for named executives only; director-specific terms not itemized for Kuethe .
Overall: Kuethe’s committee activity and beneficial ownership support alignment and oversight; the combination of an “independent” designation with a standing Company officer title warrants investor diligence on practical independence, role scope, and any compensation from officer status. Director compensation remains modest and cash-based, with strong Audit Committee engagement underpinning board effectiveness .