Joan M. Rumenap
About Joan M. Rumenap
Independent director of Glen Burnie Bancorp (GLBZ). Age 66; director since 2018; re‑nominated in 2025 and elected to a new three‑year term expiring in 2028. Holds an MBA from the University of Baltimore; professional background in nonprofit program leadership and advocacy serving individuals with disabilities in Maryland .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Accessible Resources for Independence | Special Projects Manager | Since Sep 2016 | Provides support/services to people with disabilities; local market/community expertise |
| By Their Side | Personal Advocate (part‑time) | Since Jul 2014 | Advocacy for Marylanders with intellectual/developmental disabilities |
| Ancient and Accepted Scottish Rite (Baltimore City) | Grants Officer | Aug 2014 – Sep 2016 | Grants administration |
| Abilities Network | Director of Special Projects | Sep 2002 – Mar 2014 | Nonprofit leadership; community engagement |
| Glen Burnie Rotary Club | Service Above Self Community Service Award recipient | 2017 | Community recognition |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Various committees/community organizations (Maryland) | Member/participant | Ongoing | Local civic engagement; strengthens market knowledge |
No other public company directorships disclosed; no interlocks with competitors/suppliers/customers identified in proxy .
Board Governance
- Independence: Determined “Yes” under NASDAQ Rule 5605(a)(2) .
- Election/tenure: Elected May 8, 2025 with 1,105,191 “For” votes, 109,607 “Withhold,” 767,880 broker non‑votes; three‑year term to 2028 .
- Attendance: Board met 12 times in 2024; no incumbent directors attended fewer than 75% of Board and committee meetings; all incumbents attended the 2024 Annual Meeting .
- Committees:
- Employee Compensation & Benefits Committee (acts as Company compensation committee): Member; committee met 3 times in 2024; independent consultant ChaseCompGroup engaged, provided no other paid services .
- Audit Committee: Not listed as a member; Julie Mussog designated audit committee financial expert; audit committee met 14 times in 2024 .
| Committee | Role | 2024 Meetings | Independence/Notes |
|---|---|---|---|
| Employee Compensation & Benefits (Company compensation committee) | Member | 3 | Independent members approve exec comp; ChaseCompGroup engaged; no other remunerated services |
| Audit | Not a member | 14 | All members independent; Mussog as financial expert |
Leadership: Chair of the Board is John E. Demyan (not independent); CEO is separate from Chair; Board uses committees and special meetings for independent oversight .
Fixed Compensation
- Director compensation structure (cash only): $1,250 per combined Company/Bank board meeting (fee paid for one excused absence); additional per‑meeting fees: $300 chair fee, $350 Audit Committee chair, $250 audit committee member, $200 other committee member. Chair of the Board (Demyan) compensated at $77,064 per annum for additional responsibilities; CEO and Chair receive no board/committee meeting fees .
| Year | Fees Earned or Paid in Cash (USD) | All Other Compensation (USD) | Total (USD) |
|---|---|---|---|
| 2024 | $19,000 | — | $19,000 |
Performance Compensation
- Equity awards: None disclosed for directors; director compensation table shows only cash; Company states it “does not provide for equity‑based compensation” in its compensation program narrative (context given for executives; director table corroborates no equity grants) .
- Performance bonuses for directors: Not disclosed; compensation appears meeting‑based only .
| Performance Metric | Applicable to Director Pay? | Disclosure |
|---|---|---|
| Revenue growth/EBITDA/TSR/ESG goals | No | Not used for director compensation; only cash meeting fees disclosed |
| RSUs/PSUs/options | No | No director equity awards disclosed; Company indicates no equity program in compensation narrative |
Other Directorships & Interlocks
| Company | Role | Overlap/Interlock | Notes |
|---|---|---|---|
| None disclosed | — | — | No public company boards reported; roles are nonprofit/community focused |
Expertise & Qualifications
- Education: MBA, University of Baltimore .
- Skills: Nonprofit program management, grant administration, advocacy; deep familiarity with GLBZ’s market via community involvement .
- Independence: Yes, NASDAQ Rule 5605(a)(2) .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Class | Shares Outstanding (Record Date) |
|---|---|---|---|
| Joan M. Rumenap | 51,628 | 1.78% | 2,900,681 (as of Mar 20, 2025) |
- Ownership nature: Direct unless otherwise noted; sole voting/investment power .
- Pledging/hedging: No pledging disclosures; no hedging disclosures specific to directors in proxy .
- Section 16(a) compliance: Company believes all reports timely, except one late filing by another director (Baldwin); no delinquencies noted for Rumenap .
Say‑on‑Pay & Shareholder Feedback
- Say‑on‑Pay (2025): Approved — 1,078,011 “For,” 130,209 “Against,” 6,577 “Abstain,” 767,881 broker non‑votes .
- Say‑on‑Frequency (2025): “Three years” approved — One year 458,009; Two years 89,261; Three years 661,777; Abstain 773,631; Company will hold votes every three years .
Insider Trades
| Period | Form 4 Transactions (Director) | Notes |
|---|---|---|
| 2024–2025 | Not disclosed in proxy | Company reported Section 16(a) compliance; no delinquent filings for Rumenap noted |
Related‑Party Transactions & Conflicts
- Banking relationships: Certain directors/officers (and immediate families) were depositors/borrowers/customers in the ordinary course; terms consistent with market, normal risk, internal audit oversight and Regulation O compliance; semi‑annual loan reports reviewed by Board .
- No director‑specific related‑party transactions for Rumenap disclosed .
Compensation Committee Analysis
- Composition (2024–Annual Meeting): Includes Rumenap plus Clocker, Mussog, Kuethe, Wilcox, Cooch, Hess, Baldwin, Magee Jr; independent majority; CEO not present in deliberations on his compensation; written charter on Bank website .
- Consultant: ChaseCompGroup engaged as independent advisor; provided no other paid services to Company or affiliates (reduces consultant conflict risk) .
- Process: CEO recommends non‑CEO exec comp to Committee; Committee approves, then full Board reviews; CEO and exec comp must be approved by majority of independent directors .
Governance Assessment
- Alignment: Meaningful personal ownership (51,628 shares, 1.78% of class) indicates skin‑in‑the‑game for a microcap bank; no director equity grants mitigates pay inflation and option‑related conflicts .
- Independence & engagement: Independent director; strong attendance; participates on Compensation Committee; 2025 re‑election support was high (~91% of votes cast excluding broker non‑votes) .
- Pay structure: Cash‑only, meeting‑based compensation; no stock/option awards; reduces complexity and potential misalignment, but lacks explicit ownership guidelines disclosure .
- Conflicts: Ordinary‑course banking relationships are monitored via internal audit and Regulation O; no Rumenap‑specific related‑party items flagged; consultant independence disclosed .
- Risk indicators: No legal proceedings or SEC investigations disclosed for directors; Board maintains separate Chair/CEO and structured risk oversight via committees and management engagement .
Red Flags
- None specific to Rumenap identified in proxy/meeting results; no low attendance, no equity repricing, no pledging; director comp is modest and transparent .
Signals for investors
- High shareholder support and clear independence bolster board effectiveness; Compensation Committee service plus meaningful ownership suggest alignment with performance and prudence in pay oversight .