Stanford D. Hess
About Stanford D. Hess
Stanford D. Hess (age 82) is an independent director of Glen Burnie Bancorp (GLBZ), serving since 2018 with a current term expiring in 2027. He is a member of the Baltimore law firm Neuberger, Quinn, Gielen, Rubin & Gibber, P.A. (member since 1995) and serves as Executive Vice President and legal counsel for Antwerpen Automotive Group (since 2000); his background spans business planning/transactions and commercial real estate, with prior public-sector experience advising Maryland banking regulators and commissions .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Neuberger, Quinn, Gielen, Rubin & Gibber, P.A. | Member (Attorney) | Since 1995 | Business planning, transactions, commercial real estate |
| Antwerpen Automotive Group | Executive Vice President & Legal Counsel | Since 2000 | Legal and executive counsel to automotive dealer group |
| State Commission to Study Regulatory Structure of Banking, S&L and Small Loan Industries | Chairperson (Former) | Not disclosed | Led state-level banking regulatory study |
| Governor’s Advisory Panel to Study the Movement Towards Electronic Funds Transfer | Member (Former) | Not disclosed | Advisory role on EFT policy |
| Maryland Office of Attorney General (representing State Bank Commissioner, Administrator of Loan Laws, Division of S&L Admin, Bank Board) | Assistant Attorney General (Former) | Not disclosed | Counsel to Maryland banking/supervisory agencies |
External Roles
| Organization | Role | Public Company? | Notes |
|---|---|---|---|
| Neuberger, Quinn, Gielen, Rubin & Gibber, P.A. | Member (Attorney) | No | Private law firm; business/real estate focus |
| Antwerpen Automotive Group | EVP & Legal Counsel | No | Private automotive dealer group |
The proxy does not disclose any other public company directorships for Mr. Hess .
Board Governance
- Independence: Classified as independent under NASDAQ Rule 5605(a)(2) .
- Board and committees met frequently in 2024; no incumbent director attended fewer than 75% of combined Board and committee meetings; all directors attended the 2024 Annual Meeting .
- Committee assignments:
- Employee Compensation & Benefits Committee (Compensation Committee): Member (committee met 3 times in 2024) .
- Audit Committee: Not listed as a member; Audit Committee members were Mussog (Chair), Clocker, Kuethe III, Cooch; met 14 times in 2024 .
- Nominating function: Performed by the independent members of the Board (met 2 times in 2024). As an independent director, Mr. Hess participates in this function .
| 2024 Governance Activity | Count/Status |
|---|---|
| Board meetings (2024) | 12 meetings |
| Audit Committee meetings (2024) | 14 meetings |
| Compensation Committee meetings (2024) | 3 meetings |
| Attendance threshold | All incumbents ≥75% of combined Board/committee meetings |
Additional governance context:
- Separate Chair and CEO roles; Chair presides over Board, CEO handles day-to-day management .
Fixed Compensation
| Director | Year | Fees Earned or Paid in Cash | All Other Compensation | Total |
|---|---|---|---|---|
| Stanford D. Hess | 2024 | $16,500 | — | $16,500 |
- Structure and rates (directors, excluding Chair/CEO): $1,250 per combined Company/Bank Board meeting; additional $300 committee chair fee; $350 Audit Chair; $250 Audit member; or $200 member fee as applicable. Chair of the Board receives $77,064 annual compensation; Chair/CEO do not receive meeting fees .
Performance Compensation
| Component | 2024 Status | Notes |
|---|---|---|
| Equity awards (RSUs/DSUs) | None disclosed for directors | Director compensation table shows only cash for 2024 . The Company states it does not provide equity-based compensation in its program narrative (context refers to executive compensation) . |
| Option awards | None disclosed | No director option awards disclosed in 2024 table . |
| Performance metrics tied to director pay | None disclosed | No performance-based director compensation disclosed . |
Other Directorships & Interlocks
| Company/Organization | Role | Committee Roles | Notes |
|---|---|---|---|
| Public company boards | None disclosed | — | No other public company directorships disclosed in proxy biography . |
| Private company role | EVP & Legal Counsel, Antwerpen Automotive Group | — | Potential counterparties/customers to community banks in auto verticals; no specific related-party transaction disclosed in proxy . |
Expertise & Qualifications
- Legal and transactional expertise (business planning, commercial real estate) with decades of practice; extensive client base includes automotive dealers, contractors, and banking institutions .
- Regulatory and policy background: Former Assistant Attorney General for Maryland banking-related agencies; chaired state commission on banking regulatory structure; member of Governor’s EFT advisory panel .
- The Board explicitly cites him as “well qualified” due to extensive and relevant business/legal experience .
Equity Ownership
| Holder | Beneficial Ownership (shares) | % of Class | Notes |
|---|---|---|---|
| Stanford D. Hess | 100 | 0.00% (rounded) | Ownership type not further broken out; no pledging disclosed in proxy . |
Company share count at record date (for % calc context): 2,900,681 shares outstanding as of March 20, 2025 .
Related-Party Exposure and Transactions
- Policy and oversight: The proxy reports that certain directors/officers and their immediate families were depositors, borrowers, or customers in the ordinary course; all such transactions were on substantially the same terms as comparable transactions and did not involve abnormal risk; Internal Audit reviews all such loans and reports semi-annually to the Board; compliance with Federal Reserve Regulation O is cited .
No specific related-party transaction involving Mr. Hess is disclosed in the proxy .
Compensation Committee Analysis
- Committee composition (acts as compensation committee for the Company): Joan Rumenap, Thomas Clocker, Julie Mussog, Frederick W. Kuethe III, Mary Louise Wilcox, Andrew Cooch, Stanford Hess, Joseph Baldwin, Felton Magee Jr. .
- Meetings: 3 meetings in 2024 .
- Consultant: ChaseCompGroup engaged as independent advisor on executive and board compensation; the firm provided no other remunerated services to the Company or affiliates (mitigates consultant conflicts) .
Risk Indicators & Red Flags
- Low ownership alignment: Mr. Hess beneficially owns 100 shares (0.00% of outstanding, rounded), which is modest for alignment; no director stock ownership guidelines are disclosed in the proxy .
- Board eligibility for Change-in-Control Severance Plan: The Company’s CIC Severance Plan covers employees and Board members not party to individual agreements; benefits depend on role and service; while specific director benefits are not quantified in the proxy, Board participation in severance arrangements may raise independence/alignment considerations in M&A contexts .
- Section 16 compliance: The Company states all reports were timely except one late filing for another director; no delinquencies cited for Mr. Hess (monitoring appears adequate) .
Governance Assessment
- Positives:
- Independent director with deep legal and banking regulatory expertise; participates on the Compensation Committee and in the independent-director nominating function .
- Strong overall Board/committee engagement in 2024 (12 Board meetings; 14 Audit; 3 Compensation) and attendance compliance by all incumbents .
- Use of an independent compensation consultant with no other remunerated services reduces adviser conflict risk .
- Watch items:
- Minimal share ownership (100 shares) limits alignment; consider monitoring any changes in director equity ownership over time .
- Board-level eligibility for CIC severance benefits could be viewed unfavorably by some investors in change-of-control scenarios, though specific director benefits are not detailed in the proxy .
- The Company reports ordinary-course transactions with insiders; while subject to Regulation O and internal audit oversight, continued transparency is essential; no specific Hess-related transactions are disclosed .