Thomas Clocker
About Thomas Clocker
Thomas Clocker (age 90) is an independent director of Glen Burnie Bancorp, serving since 1995 with a current term that was up for election in 2025; he is a retired businessman and former owner/operator of Angel’s Food Market in Pasadena, MD, a founding member of the Pasadena Business Association, and served nine years on the Mid-Atlantic Food Association board . The Board assessed him as “independent” under Nasdaq rules, with qualifications centered on local market knowledge and small business operating experience .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Angel’s Food Market (Pasadena, MD) | Owner/Operator (retired) | Not disclosed (former owner/operator) | Local market/retail operations experience |
| Mid-Atlantic Food Association | Director | Nine years | Regional retail/food industry network, governance exposure |
| Pasadena Business Association | Founding Member | Not disclosed | Community engagement, local business leadership |
External Roles
- No other public company directorships disclosed in recent proxies .
Board Governance
- Committee assignments: Audit Committee member; Employee Compensation & Benefits Committee member .
- Chair roles: None disclosed for Clocker; Audit Committee chaired by Julie Mussog, who is designated the Audit Committee financial expert .
- Independence: Yes (Nasdaq Rule 5605(a)(2)) .
- Attendance: In 2024, no incumbent directors attended fewer than 75% of Board and committee meetings; Board met 12 times; Audit Committee met 14 times .
- Nominating function: Independent directors collectively act as the nominating committee; two meetings held in 2024 .
Fixed Compensation
| Component | Structure / Amount | Notes |
|---|---|---|
| Board meeting fee | $1,250 per combined Company/Bank meeting attended | One excused absence paid |
| Committee member fee (non-Audit) | $200 per committee meeting | Applies to members |
| Committee chair fee (non-Audit) | $300 per meeting | Applies to chairs |
| Audit Committee member fee | $250 per meeting | Applies to members |
| Audit Committee chair fee | $350 per meeting | Applies to chair (Mussog) |
| 2024 cash fees paid to Clocker | $20,300 | Total fees earned in cash for FY 2024 |
Performance Compensation
| Metric/Instrument | Status | Detail |
|---|---|---|
| Equity-based director compensation (RSUs/PSUs/options) | None | Company states it does not provide equity-based compensation |
| Performance metrics tied to director pay | None disclosed | Director compensation is fee-based per meeting |
| Clawback provisions | Not disclosed for directors | No director-specific clawback in proxy |
The Compensation Committee retained ChaseCompGroup as independent advisor in 2024; no other remunerated services provided to the Company, supporting independence of compensation oversight .
Other Directorships & Interlocks
- None disclosed; Clocker’s background is in local retail and community organizations, not other public company boards .
Expertise & Qualifications
- Small business operations, regional market insight, and community engagement; viewed as strengthening Board’s local-market representation for a community bank .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Shares Outstanding | Record Date |
|---|---|---|---|
| Thomas Clocker | 1,848 | 0.06% | March 20, 2025 |
Historical snapshots for context:
- 2022: 1,848 shares (0.06%) .
- 2016: 12,978 shares (0.47%) .
- 2004: 8,104 shares (0.40%) .
Stock ownership guidelines: Not disclosed for directors .
Hedging/pledging: Not disclosed .
Director Stock Purchase Plan exists (referenced in exhibits), indicating an avenue for voluntary alignment via share purchases .
Insider Trades and Section 16 Compliance
| Date | Form | Event | Shares | Notes |
|---|---|---|---|---|
| 2019 (proxy disclosure) | Late Form 4 | Three sale transactions | 1,174 | Reported not timely filed (Section 16 compliance issue) |
| Aug 12, 1999 | Form 4 | Acquisition (code “A”) | Not fully specified; Dir Hold 3,629 listed | Historical insider reporting record; acquisition flagged in archival dataset |
Related Party Transactions and Conflicts
- The Company states certain directors and immediate families were depositors, borrowers, or customers in the ordinary course; transactions were on market terms and did not involve more than normal risk .
- Internal Audit reviews all loans to insiders for Regulation O compliance and reports semi-annually to the Board .
Compensation Committee Analysis
- Composition (2024–Annual Meeting): Rumenap, Clocker, Mussog, Kuethe III, Wilcox, Cooch, Hess, Baldwin, Magee Jr.; met three times in 2024 .
- Independent compensation consultant: ChaseCompGroup engaged; provided no other services, mitigating consultant conflicts .
- CEO/NEO pay structure uses base salary and discretionary bonus; equity-based compensation is not provided, and bonuses are based on individual and Company performance (net income), not TSR-linked formulas .
Say-on-Pay & Shareholder Feedback
- 2025 proxy included an advisory say-on-pay vote for executive officers and a frequency vote; Board recommended triennial frequency (every three years) .
Governance Assessment
-
Strengths:
- Long-serving independent director with deep local-market experience; active on Audit and Compensation Committees, supporting board effectiveness .
- Board and committees met regularly; all incumbent directors cleared the 75% attendance threshold in 2024, indicating engagement .
- Use of an independent compensation consultant with no other engagements helps mitigate compensation advisory conflicts .
-
Risks / RED FLAGS:
- Very low personal ownership (1,848 shares; 0.06%), limiting “skin-in-the-game” alignment compared to total outstanding shares .
- Historical Section 16 compliance issue (2019 late Form 4 for sales totaling 1,174 shares) signals prior reporting control weakness at the individual or issuer level .
- Board refreshment considerations: age 90 and tenure since 1995 raise succession and refreshment questions typical for community bank boards, warranting continued focus on independence and expertise renewal .
- Ordinary-course related party banking relationships exist for directors broadly; while subject to Regulation O oversight, they necessitate ongoing internal audit vigilance to prevent preferential treatment .
-
Alignment signals:
- No director equity grants and fee-based director compensation limit performance linkage; a Director Stock Purchase Plan exists, but guidelines/requirements are not disclosed, reducing visibility into ownership targets/compliance .
- Audit Committee is chaired by a designated “financial expert” (Mussog), not Clocker, placing Clocker in a supporting role on financial oversight .
Overall, Clocker’s committee participation and attendance support board effectiveness, but low ownership and prior late Section 16 filing are governance watch points for investor confidence, alongside board refreshment considerations given tenure and age .