John E. Demyan

About John E. Demyan

Independent director designation is not accurate: John E. Demyan is the non‑independent Chair of the Board, serving as Chair of Glen Burnie Bancorp, The Bank of Glen Burnie, GBB Properties, Inc., and GBB Property Holdings, LLC since 1996; he has been a director since at least 1995 (narrative indicates service since 1990 before becoming Chair) . Age 77, completed Maryland Banking School in 1994, and holds a B.S. in Industrial Education from Clemson University; early career included Electronics Technician with the U.S. Coast Guard and Service Engineer at Philips Medical Systems . He is an owner/manager of commercial and residential properties in northern Anne Arundel County, Maryland, bringing local market familiarity to the board .

Past Roles

External Roles

Board Governance

• Structure: Chair and CEO roles are separated; CEO handles strategy and day‑to‑day operations, Chair presides over the board and provides guidance .
• Independence: Demyan is not independent under Nasdaq rules .
• Attendance: Board met 12 times in 2024; no incumbent director attended fewer than 75% of board and committee meetings; all incumbent directors attended the 2024 Annual Meeting .
• Committee memberships:
  • Audit Committee: Members are Julie Mussog (Chair), Thomas Clocker, Frederick W. Kuethe III, and Andrew Cooch; Demyan is not listed as a member. Audit Committee met 14 times in 2024; Mussog designated “audit committee financial expert” .
  • Employee Compensation and Benefits Committee: Members include Joan Rumenap, Thomas Clocker, Julie Mussog, Frederick W. Kuethe III, Mary Louise Wilcox, Andrew Cooch, Stanford Hess, Joseph Baldwin, and Felton Magee, Jr.; Demyan is not listed as a member; Committee met three times in 2024 .
  • Nominating function: Conducted by independent board members (no formal charter); Demyan, being non‑independent, is not part of the independent nominating group .
• Compensation consultant: ChaseCompGroup engaged by the Compensation Committee in 2024; reports directly to the committee and provides no other remunerated services to the Company—supports independence of pay decisions .

Fixed Compensation

Other compensation breakdown (2024):

• 3% employer contribution to 401(k): $1,919
• Employer match on employee 401(k) contribution: $10,588
• Term life insurance premiums: $39
• Disability insurance benefits: $558

Director fee policy:

• Directors receive $1,250 per combined Company/Bank meeting, plus committee chair/member fees; however, Demyan and the CEO receive no board or committee meeting fees. Demyan is compensated via Chair stipend of $77,064 per annum .

Performance Compensation

Other Directorships & Interlocks

Expertise & Qualifications

• Banking education: Maryland Banking School (1994) .
• Degree: B.S., Industrial Education, Clemson University .
• Leadership: Long‑tenured local business/property manager; extensive familiarity with Bank’s market and community engagement .
• Technical: Electronics and service engineering experience (U.S. Coast Guard; Philips Medical Systems) .

Equity Ownership

Section 16(a) compliance: Company reports timely filings; one late report pertained to another director (Baldwin) and not to Demyan .

Governance Assessment

• Board effectiveness and independence: Separation of Chair and CEO is structurally positive, but the Chair (Demyan) is not independent and holds a significant ownership stake (9.83%), which can concentrate influence and diminish perceived independent oversight—mitigated in part by active independent committees and an audit committee financial expert .
• Committee roles: Demyan is not on Audit or Compensation Committees, leaving key oversight to independent directors—appropriate given his non‑independence .
• Attendance and engagement: Board met monthly; attendance metrics indicate acceptable engagement (≥75% for all directors); Demyan attended the 2024 Annual Meeting .
• Compensation alignment: Chair stipend ($77,064) is fixed cash with modest benefits; no director equity grants disclosed—limited direct pay‑for‑performance alignment for directors, though Demyan’s large share ownership provides strong skin‑in‑the‑game .
• Related‑party/transaction exposure: Company discloses that directors and their families may be depositors/borrowers/customers; transactions are reviewed by Internal Audit for market terms and Regulation O compliance with semi‑annual reporting to the Board—appropriate controls, but Demyan’s property interests suggest potential for perceived conflicts if he or related entities transact with the Bank .
• Change‑in‑control (CIC) coverage: CIC Severance Plan covers all employees and board members not party to other agreements; while specific director payouts are not disclosed, including board members in CIC benefits can create an optics risk of misaligned incentives in M&A contexts .
• Shareholder signals (Say‑on‑Pay): 2025 say‑on‑pay passed (For 1,078,011; Against 130,209; Abstain 6,577) and shareholders reaffirmed triennial frequency (Three Years: 661,777 vs One Year: 458,009; Two Years: 89,261; Abstain: 773,631), indicating acceptable investor sentiment on compensation practices .

RED FLAGS

• Non‑independent Chair with substantial ownership (9.83%)—potential concentration of control and influence over agenda and CEO oversight .
• CIC Severance Plan includes board members—optics of potential entrenchment or misalignment around control transactions .
• Potential for related‑party perceptions due to personal real estate business; company relies on Regulation O/arm’s‑length controls—monitor disclosures for any specific transactions .

Shareholder Vote Outcomes (2025)

Committee Composition Reference

Overall, Demyan’s long tenure, market familiarity, and large ownership align him with shareholder outcomes, while his non‑independence as Chair and CIC coverage for board members warrant ongoing monitoring for conflict optics and robust independent committee oversight .