Michelle Stambaugh

About Michelle Stambaugh

Senior Vice President and Human Resources Director at Glen Burnie Bancorp; Corporate Secretary of the Company and The Bank of Glen Burnie since November 28, 2016; age 65 as of December 31, 2024; appointed Senior Vice President on February 2, 2011 following 18 years as Vice President and Director of Human Resources . As Corporate Secretary, she signs and circulates shareholder materials and notices on behalf of the Board . Company-level performance context: FY2024 net loss of $0.1 million versus FY2023 net income of $1.4 million; net interest margin fell to 2.98% from 3.31% .

Company pay-versus-performance (contextual, not individualized):

Past Roles

External Roles

Skipped – no external directorships or roles disclosed for Ms. Stambaugh .

Fixed Compensation

• Specific base salary, target bonus, and payout amounts for Ms. Stambaugh are not disclosed; she is not a “named executive officer” in the 2025 proxy .
• GLBZ compensation framework: contractual base salaries reviewed annually; discretionary annual bonuses may be recommended based on accomplishments and company net income; historically, the Company states it does not provide equity-based compensation for named executive officers .

Performance Compensation

• No individualized incentive plan metrics, weightings, targets, or vesting terms disclosed for Ms. Stambaugh .
• Company-level approach: discretionary bonuses consider individual performance within responsibilities and overall company net income; total shareholder return is discussed but not tied to annual bonus decisions .

Equity Ownership & Alignment

• Individual beneficial ownership for Ms. Stambaugh is not itemized in the proxy; aggregate ownership for all directors and executive officers is 422,106 shares (14.55% of shares outstanding) .
• Employee Stock Purchase Plan available to employees, including executive officers, at discounted prices to promote alignment .
• No disclosures of options, RSUs, PSUs, hedging, or pledging for Ms. Stambaugh; no stock ownership guideline disclosure found .

Employment Terms

• Appointment history: Senior Vice President (Feb 2, 2011); Corporate Secretary (Nov 28, 2016) .
• Change-in-Control Severance Plan: All employees and Board members not party to separate agreements are eligible; benefits depend on position and, in some cases, years of service; payments can be lump-sum or installments; double-trigger style timing (termination within two years after change in control) with cause carve-out . Example calibrations in the plan (for other executives) include 2.99× average annual taxable compensation (CEO) and 130 weeks of salary plus limited COBRA premium support (CFO), capped at 2.99×; these illustrate plan design but are not Ms. Stambaugh–specific .
• Non-compete, non-solicit, garden leave, clawbacks, tax gross-ups, and severance multiples specific to Ms. Stambaugh are not disclosed .

Compensation Committee Analysis

• Compensation Committee composition includes nine independent directors; met three times in 2024; CEO recommends compensation for other executive officers; full Board reviews CEO and other executive officers’ compensation with majority of independent directors’ approval; no executive present during deliberation/vote on their compensation .
• Independent compensation consultant: ChaseCompGroup engaged for executive and board compensation advice in 2024; reported directly to the Committee; no other paid services to the Company or affiliates .

Say-on-Pay & Shareholder Feedback

• 2025 agenda included a non-binding say-on-pay resolution; Board recommended “FOR” approval .
• Say-on-pay frequency advisory vote presented; Board recommends frequency “every three years” .
• Previously adopted three-year frequency; next frequency vote anticipated in 2031 .

Risk Indicators & Governance Notes

• Material weaknesses in internal control over financial reporting as of FY2024: journal entry permissions (segregation of duties) and CECL model governance/documentation; remediation underway with system controls and enhanced procedures, but not yet fully validated over sufficient operating period .
• Corporate Secretary responsibilities affirm central role in governance logistics and shareholder communications; Ms. Stambaugh signed 2025 shareholder meeting notices and proxy materials .

Investment Implications

• Alignment: As Corporate Secretary and long-tenured HR executive, Ms. Stambaugh’s incentives are predominantly cash-based under GLBZ’s framework, with discretionary elements linked to company net income; lack of equity-based awards historically reduces direct stock-price sensitivity for her role .
• Retention and severance: Eligibility under the broad Change-in-Control Severance Plan lowers immediate retention risk in a transaction scenario; absence of disclosed individual severance multiples limits precision, but plan design suggests meaningful protection for senior roles .
• Trading signals: No Form 4–level insider trading data or pledging disclosures for Ms. Stambaugh were found; absence of equity grants and vesting schedules suggests limited near-term selling pressure tied to vest events .
• Governance and control environment: Reported material weaknesses in ICFR and CECL controls elevate execution risk in financial reporting; monitor remediation timelines and auditor commentary for improvements that could affect sentiment and valuation .
• Policy shift watch: While the proxy states no equity-based compensation for named executives, the 2025 CFO appointment letter outlines equity awards under the 2019 Equity Incentive Plan with four-year vesting and proposed short- and long-term cash incentives—suggests potential evolution of GLBZ’s compensation philosophy; any extension of such equity participation to broader executives could increase alignment and future insider selling pressure tied to vesting schedules .