Joseph G. “Jay” Baldwin

About Joseph G. “Jay” Baldwin

Independent director of Glen Burnie Bancorp (GLBZ); age 61; appointed to the Board on July 11, 2024, with current term expiring at the 2026 annual meeting. He is President and CEO of Reliable Contracting Company, Inc. since 2002, a third‑generation leader who also founded Reliable Commercial Construction and Reliable Real Estate Services and, through Reliable, acquired a majority stake in Environmental Quality Resources. He holds a B.A. in Government and Politics from the University of Maryland and served on Maryland Governor Larry Hogan’s Regulatory Reform Commission; he was nominated to the Board in July 2024 based on local market knowledge and entrepreneurial leadership .

Past Roles

External Roles

The 2025 proxy biography does not disclose other current public company directorships for Mr. Baldwin .

Board Governance

• Independence: Determined independent under NASDAQ Rule 5605(a)(2) .
• Years of service: Director since 2024; current term to expire 2026 .
• Board and committee activity in 2024:
  • Board met 12 times; no incumbent directors attended fewer than 75% of Board and committee meetings; all incumbent directors attended the 2024 Annual Meeting .
  • Audit Committee (independent): Julie Mussog (Chair), Thomas Clocker, Frederick W. Kuethe III, Andrew Cooch; met 14 times; Mussog designated as audit committee financial expert; charter available on Bank’s website .
  • Employee Compensation & Benefits Committee: Joan Rumenap, Thomas Clocker, Julie Mussog, Frederick W. Kuethe III, Mary Louise Wilcox, Andrew Cooch, Stanford Hess, Joseph Baldwin, Felton Magee, Jr.; met 3 times; engaged independent advisor ChaseCompGroup; consultant provides no other remunerated services .
  • Nominating function: Performed by independent Board members; 2 meetings; no formal charter adopted .
• Chair of the Board: John E. Demyan (non‑independent) .

Fixed Compensation

• Structure: Directors (excluding Demyan and Hanna) receive $1,250 per combined Company/Bank meeting; additional committee fees: $300 committee chair, $350 Audit Chair, $250 Audit Committee member, $200 committee member. Board Chair compensated at $77,064 per annum; Demyan’s other compensation elements detailed separately .

No director equity grants or meeting equity disclosed; the director compensation table shows cash fees only .

Performance Compensation

Other Directorships & Interlocks

Expertise & Qualifications

• Education: B.A., Government & Politics, University of Maryland .
• Industry/functional expertise: Construction operations, development, entrepreneurial leadership; regulatory/process improvement via state commission .
• Geographic/market knowledge: Deep ties to Anne Arundel County and Maryland market, aligned with Bank’s footprint .
• Financial literacy: Compensation Committee member; Audit Committee has designated financial expert (Mussog) .

Equity Ownership

• Section 16 compliance: One report of change in beneficial ownership (acquisition of 4,012 shares) was filed inadvertently late for Mr. Baldwin .
• Pledging/hedging: Not disclosed.
• Options/RSUs: Not disclosed for directors; compensation framework cites cash fees only .

Say‑on‑Pay & Shareholder Feedback (Context)

• Frequency vote: One year 458,009; two years 89,261; three years 661,777; abstain 773,631; Board determined future advisory votes every three years consistent with shareholder preference .

Governance Assessment

• Board effectiveness and engagement: Baldwin is an independent director actively serving on the Compensation Committee, which met three times and uses an independent consultant (ChaseCompGroup) with no other remunerated ties—positive for compensation oversight quality .
• Audit oversight environment: Audit Committee is fully independent, met 14 times, has a designated financial expert (Mussog), and maintains a charter—strong financial governance context around Baldwin’s board service .
• Alignment and incentives: Baldwin’s director pay is modest and entirely cash-based; no director equity grants disclosed, limiting direct stock-aligned incentives relative to equity-heavy models, though he owns 4,012 shares (0.14%) .
• Attendance and independence: No directors fell below the 75% attendance threshold in 2024; Baldwin classified independent, supporting board objectivity .
• Potential conflicts and related‑party exposure: Company discloses directors and family members may be depositors/borrowers/customers in the ordinary course on market terms; no unfavorable terms noted. Given Baldwin’s construction businesses in Maryland, routine banking relationships could exist, but no specific related‑party transactions are disclosed—monitor ongoing disclosures .
• RED FLAGS:
  • Late Section 16 filing: One inadvertent late ownership report for Baldwin—administrative compliance issue to monitor .
  • No director equity program disclosed: Alignment relies on personal share ownership rather than structured equity compensation .
  • Board chair non‑independent: Chair (Demyan) is not independent, which can dilute independent oversight; compensatory structure for chair is separate .

Overall, Baldwin brings local-market operating expertise and independent status, participates in compensation oversight with independent advisory support, and maintains share ownership. Key watch items are administrative filing timeliness and any emergence of specific related‑party transactions tied to his construction enterprises, though current disclosures indicate ordinary‑course terms without unfavorable conditions .