Mark C. Hanna
About Mark C. Hanna
President and CEO of Glen Burnie Bancorp and The Bank of Glen Burnie since October 16, 2023; joined as EVP on October 2, 2023 and appointed to the Board in 2023 (non‑independent) . Age 56 as of the 2025 proxy; education: BS, Wake Forest University (1990); MBA, UNC Greensboro (1998) . 2024 results under his tenure: consolidated net loss of $0.1 million vs. $1.4 million net income in 2023; net interest margin fell to 2.98% from 3.31% on sharply higher funding costs; annualized ROA was -0.03% and ROE -0.58% . Shareholder return metric in the proxy’s pay-versus-performance table reflected a value of $0.42 on a hypothetical $100 investment for 2024 (company methodology) and $23 for 2023, alongside net (loss) income of $(112)k in 2024 and $1,429k in 2023 .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| F&M Bank Corp. | President (2017), President & CEO (2018–Apr 2023) | 2017–2023 | Led community bank; cited experience in low‑cost deposits, asset quality, underwriting, and digital adoption . |
| Eastern Virginia Bankshares / Virginia Company Bank (now Primis Financial Corp.) | Various executive capacities | 2005–2017 | Regional/community banking leadership in VA markets . |
| Large commercial banks | Various roles | 1990–2005 | Foundation in commercial banking . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Virginia Association of Community Banks | Director | n/a | Industry leadership . |
| Benefits Corporation of the Virginia Bankers Association | Director | n/a | Industry benefits provider oversight . |
| Independent Community Bankers of America (ICBA) | Federal Delegate for Virginia | n/a | Policy/advocacy role . |
Fixed Compensation
| Year | Base Salary | Bonus | All Other Compensation (breakout) |
|---|---|---|---|
| 2024 | $258,000 | $0 | $51,820 (3% employer contribution $5,954; 401k match $30,500; health $14,257; term life $78; disability $1,031) . |
| 2023 | $59,538 | $0 | $2,078 (health $2,060; term life $16; disability $2) . |
Key employment terms at hire (Sept 15, 2023): at‑will; annual salary $258,000; eligible for incentive comp per Board‑agreed goals; car allowance $350/month; paid moving expense; four weeks annual leave (prorated); up to two months housing expense subject to Board approval; corporate card; senior management merit review each December; first evaluation scheduled Dec 1, 2024 . CEO receives no director fees (unlike non‑executive directors) .
Performance Compensation
The company does not provide equity-based compensation; annual bonuses are fully discretionary, based on individual performance and the Company’s overall net income; bonuses are not formulaically tied to TSR .
| Metric | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|
| Annual bonus (cash) | Discretionary | Not specified | 2024: no bonus paid | $0 | Immediate (cash). |
| Equity awards (RSUs/PSUs/Options) | n/a | n/a | Company does not provide equity-based pay | n/a | n/a |
Signals: All‑cash, largely fixed pay structure with discretionary, non‑formula bonus tied to net income; no long‑term equity instruments to align multi‑year TSR/ROE .
Equity Ownership & Alignment
| Record Date | Shares Beneficially Owned | % Outstanding | Detail |
|---|---|---|---|
| Mar 20, 2025 | 10,841 | 0.37% (out of 2,900,681) | Direct ownership; no equity awards outstanding . |
| Mar 20, 2024 | 1,500 | 0.05% (out of 2,887,467) | Direct ownership . |
- Vested vs unvested: Not applicable (no equity awards) .
- Options: None disclosed; no option program .
- Pledging/hedging: No pledging disclosed; Code of Ethics in place; no hedging disclosure noted .
- Ownership guidelines: Not disclosed .
Ownership rose from 1,500 to 10,841 shares YoY, indicating increased personal stake (likely open‑market or plan purchases) .
Employment Terms
- Start/role: EVP effective Oct 2, 2023; elevated to President & CEO effective Oct 16, 2023; Board appointment 2023 .
- Contract: At‑will; no fixed term; eligible for incentive compensation if goals are met .
- Change‑in‑Control (CIC) Plan: If within 2 years post‑CIC the executive voluntarily resigns (any reason) or is terminated without cause, benefit equals 2.99x average annual taxable compensation over prior 5 complete years, paid lump sum or installments at executive’s option; “if triggered today” amounts: Hanna $474,720 (2025 proxy) vs $178,020 (2024 proxy) reflecting evolving comp history . Structure allows voluntary termination (“single trigger” within two‑year window post‑CIC), which is shareholder‑unfriendly relative to double‑trigger norms .
- Severance (non‑CIC): Not disclosed beyond CIC Plan .
- Clawback: No policy specifics disclosed in proxy; 10‑K indicates no restatements requiring compensation recovery analysis under Rule 10D‑1 .
- Non‑compete/Non‑solicit/Garden leave: Not disclosed .
- Perquisites: Car allowance ($350/month), moving expenses, temporary housing support (subject to Board approval), corporate card; standard benefits (medical/dental/vision, disability, life, 401k/profit sharing safe harbor) .
Board Governance
- Role/Independence: Director since 2023; non‑independent (management) . Separate Chair and CEO structure; Chair is John E. Demyan .
- Committees: Audit Committee entirely independent (Mussog, Clocker, Kuethe, Cooch; Mussog designated financial expert); CEO not a member . Compensation Committee functions via the Bank’s Employee Compensation & Benefits Committee, composed of independent directors; CEO not on this committee; Board (independent majority) approves CEO pay .
- Attendance: In 2024, no incumbent director attended fewer than 75% of Board and committee meetings .
- Director fees: CEO receives no Board/committee meeting fees; non‑executive director fee schedule disclosed .
- Compensation consultant: ChaseCompGroup engaged by Compensation Committee; disclosed as independent; no other services .
Performance & Track Record
| Metric | 2024 | 2023 |
|---|---|---|
| Net (loss) income | $(0.1) million | $1.4 million |
| Net interest margin | 2.98% | 3.31% |
| Return on average assets | -0.03% | 0.40% |
| Return on average equity | -0.58% | 8.35% |
| Dividend/share by quarter | $0.10 in Q1, Q2; none in Q3, Q4 | $0.10 each quarter |
| Ending stock price (example date) | $4.88 on Feb 18, 2025 | n/a |
| Pay-vs-Performance TSR metric (Company’s table) | $0.42 value of $100 initial investment | $23 |
Context: Funding costs surged (interest expense up 255% YoY), compressing spread; mix shift from noninterest and savings into higher-cost money market accounts (money market +204% YoY; noninterest-bearing -14%) . Asset quality remained solid: nonperforming loans 0.2% of gross loans; ACL 1.38% of loans; coverage 789% of NPLs .
Execution risk/governance items: Two material weaknesses in internal control over financial reporting at 12/31/24 (journal entry permissions; CECL data/assumptions validation), with remediation underway . Interest rate risk: Economic Value of Equity sensitivity at +100 bps was -11%, slightly outside the -10% policy limit (management cites deposit mix shift and plans to reduce long-term mortgages) .
Related Party Transactions (overview)
Loans/deposits with directors and officers occurred in ordinary course, on substantially the same terms as for other customers; internal audit reviews semi‑annually; compliance with Regulation O .
Director Compensation (as a Director)
- CEO receives no Board or committee fees .
- Non‑executive director fees: $1,250 per Board meeting; chair/membership fees for committees per schedule; Chair retainer disclosed (e.g., $77,064 in 2024) .
Compensation Structure Analysis
- Shift in mix: CEO compensation is predominantly fixed cash salary; no equity or options; 2024 bonus was $0 despite discretionary program .
- Risk posture: Absence of long-term equity awards and formulaic performance metrics reduces multi‑year alignment with TSR/ROE; discretionary bonus is tied to net income but not to TSR and can be paid even absent formulaic targets .
- CIC plan: Single‑trigger design (voluntary termination after CIC qualifies) with 2.99x multiple presents potential entrenchment/transaction cost risk versus double‑trigger norms .
- Consultant independence: Use of independent consultant supports process quality .
Compensation Peer Group and Say‑on‑Pay
- Peer group composition/targets: Not disclosed in available filings .
- Say‑on‑pay: Non‑binding advisory vote included on 2025 agenda with Board recommendation FOR; say‑on‑frequency recommendation is triennial; last say‑on‑pay vote held in 2022 (no percentages disclosed) .
Equity Ownership & Alignment (detail table)
| Date | Shares Outstanding | Hanna Shares | % of Class |
|---|---|---|---|
| Mar 20, 2025 | 2,900,681 | 10,841 | 0.37% |
| Mar 20, 2024 | 2,887,467 | 1,500 | 0.05% |
Employment Terms (summary table)
| Term | Provision |
|---|---|
| Employment | At‑will; CEO since Oct 16, 2023; EVP from Oct 2, 2023 to Oct 16, 2023 . |
| Salary | $258,000 per year (hire letter) . |
| Incentive | Eligible per Board‑approved goals (discretionary plan) . |
| Perqs | $350/mo car allowance; moving expenses; up to 2 months housing support (Board approval); corporate card; 4 weeks leave . |
| CIC | 2.99x average taxable comp over prior 5 years; payable if voluntary termination or termination without cause within 2 years post‑CIC; 2025 “if triggered today” amount $474,720 . |
| Clawback | Not specified in proxy; no 10D‑1 recovery triggered in 10‑K . |
Board Service and Committees
- Board service: Director of GLBZ (and Bank/affiliates) since 2023; current term to 2027; non‑independent .
- Committees: Not on Audit (independent-only) or Compensation; Audit Committee chair is Julie Mussog (financial expert) .
- Governance structure: Separate Chair and CEO roles; Chair provides oversight; management runs day‑to‑day .
Risk Indicators & Red Flags
- Material weaknesses in ICFR (journal entry permissions; CECL model governance) disclosed as of 12/31/24; remediation initiated but not yet fully tested .
- Interest rate sensitivity: EVE at +100 bps shock slightly outside policy (-11% vs -10% limit) due to deposit mix shift; plan to reduce long-duration mortgages cited .
- Executive turnover: Termination of long‑time Chief Lending Officer on Jan 10, 2025 (8‑K signed by Hanna) .
Investment Implications
- Alignment: Hanna’s share ownership increased meaningfully YoY (1,500 → 10,841), improving “skin in the game,” but the overall stake remains modest (0.37%) and there is no long‑term equity compensation to anchor multi‑year performance alignment .
- Incentives: Pay is heavily fixed and cash‑based with discretionary, non‑formula bonus; absence of PSUs/RSUs/options trims dilution risk but weakens TSR/ROE linkage; CIC plan is single‑trigger with a 2.99x multiple—watch for M&A optics .
- Execution: 2024 earnings dip driven by higher funding costs and NIM compression; deposit mix migration toward money markets raised beta; internal control material weaknesses and slightly elevated EVE sensitivity are near‑term execution and governance risks to monitor through remediation and balance sheet repositioning .
- Trading signals: No equity grant overhang or option overhang; insider accumulation (ownership up) is a mild positive; however, pay‑versus‑performance framing, dividend suspension in 2H24, and control weaknesses argue for patience until NIM stabilizes and remediation is validated .