Andrew J. Peden
About Andrew J. Peden
Andrew J. Peden, age 47, is Senior Executive Vice President – Chief Banking Officer at John Marshall Bancorp, Inc. (JMSB) since June 2022, after serving as EVP – Chief Lending Officer from May 2018. He has over 24 years in banking, previously a Market Executive at United Bank and EVP of Commercial Real Estate Lending at Cardinal Bank; he holds a BS in Business from the University of Richmond and serves on the board of VBA Management Services Inc. . The compensation committee considers financial and strategic metrics (e.g., ROAA, ROAE, efficiency, credit quality, net income to budget, total return to shareholders) in determining annual bonuses, but does not assign specific weights .
| Company Performance | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Net Income ($ USD) | $31,803,000 | $5,158,000 | $17,121,000 |
| Revenues ($ USD) | $1,691,000* | -$14,940,000* | $2,271,000* |
*Values retrieved from S&P Global.
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| John Marshall Bancorp (JMSB) | EVP – Chief Lending Officer | 2018–2022 | Led lending, including commercial real estate; progressed to Chief Banking Officer . |
| John Marshall Bancorp (JMSB) | SEVP – Chief Banking Officer | 2022–Present | Oversees banking operations and growth initiatives . |
| United Bank | Market Executive | ~2017–2018 | Regional market leadership prior to joining JMSB . |
| Cardinal Bank | EVP, Commercial Real Estate Lending | ~2000–2017 | Led CRE lending over 17 years; deep market expertise . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| VBA Management Services Inc. (Virginia Bankers Association sub) | Director | Current | Board service . |
| Inova Kellar Center | Fundraising steering committee | ~15 years | Longstanding community involvement . |
| Youth sports | Coach | Various | Community engagement . |
Fixed Compensation
| Component | 2023 | 2024 | 2025 (as of Jan 1) |
|---|---|---|---|
| Base Salary ($) | $345,000 | $360,000 | $375,000 |
| Perquisites | — | Country club dues reimbursed up to $1,575/month | Country club dues reimbursed up to $1,575/month |
Performance Compensation
| Metric/Plan Element | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|
| Annual Cash Bonus (2023) | Discretionary across financial/strategic metrics; no fixed weights | Not disclosed | Committee assessment vs budget and safety/soundness | $165,000 | Cash (annual) |
| Annual Cash Bonus (2024) | Discretionary across ROAA, ROAE, efficiency, credit quality, net income to budget, TSR; no fixed weights | Not disclosed | Committee assessment vs budget and safety/soundness | $130,000 | Cash (annual) |
| Time-based Restricted Stock (2023 grant) | N/A (time-based) | N/A | N/A | Grant-date fair value $64,638 (2024 award value in SCT) | 5 equal annual installments starting first anniversary of 12/19/2023 |
| Time-based Restricted Stock (2024 grant) | N/A (time-based) | N/A | N/A | Grant-date fair value $64,638 (2024 total RS award for Peden) | 5 equal annual installments starting first anniversary of 12/17/2024 |
Long-term equity awards are granted under the 2015 Plan (expired April 28, 2025) and the proposed 2025 Stock Incentive Plan; options repricing is prohibited and awards are subject to clawback; minimum vesting one year for 95% of shares in the 2025 Plan .
Equity Award Detail and Vesting Schedule
| Grant Date | Unvested Shares | Market Value at 12/31/2024 | Vesting Terms |
|---|---|---|---|
| Jan 21, 2020 | 200 | $4,016 | 5 equal annual installments starting first anniversary |
| Jan 19, 2021 | 543 | $10,903 | 5 equal annual installments starting first anniversary |
| Dec 21, 2021 | 409 | $8,213 | 5 equal annual installments starting first anniversary |
| Dec 20, 2022 | 872 | $17,510 | 5 equal annual installments starting first anniversary |
| Dec 19, 2023 | 1,353 | $27,168 | 5 equal annual installments starting first anniversary |
| Dec 17, 2024 | 3,219 | $64,638 | 5 equal annual installments starting first anniversary |
No stock options outstanding for named executive officers as of year-end 2024 .
Equity Ownership & Alignment
| Ownership Detail (as of Apr 21, 2025) | Shares | Notes |
|---|---|---|
| Beneficially Owned (Direct) | 23,178 | Less than 1% of 14,301,637 shares outstanding |
| Unvested Restricted Stock (included in above group totals) | 6,125 | Subject to forfeiture and time-based vesting; voting permitted |
| Unvested Restricted at 12/31/2024 | 6,596 | Per Outstanding Equity Awards table |
| Options (exercisable/unexercisable) | 0 | No options held |
- Anti-hedging policy prohibits hedging by directors and executive officers; proxy does not specifically address pledging in the cited section .
- Stock ownership guidelines for executives are not disclosed in the proxy; director equity grants and vesting are detailed separately .
Employment Terms
| Provision | Terms |
|---|---|
| Agreement Effective Date | August 22, 2022 (SEVP – Chief Banking Officer) |
| Base Salary & Bonus Eligibility | Salary set by Company; annual bonus at Company discretion |
| Perquisites | Country club dues reimbursed up to $1,575/month; eligible for general employee benefits |
| Severance (Without Cause / Good Reason) | Salary continuation for 12 months plus COBRA premiums for two years (subject to release and covenants) |
| Change-of-Control (CoC) Cash | 2.5× (salary at CoC + average of highest 3 annual bonuses in last 5 FYs); payable within 60 days post-termination if terminated without cause or for good reason on CoC date or within 2 years after (double-trigger) |
| CoC Equity Acceleration | Outstanding awards immediately exercisable/fully vested upon CoC under equity plan |
| Non-compete | 12 months; within 25-mile radius of HQ; banking competitor |
| Non-solicit | 12 months; customers with “material contact” and employees (12 months look-back) |
| Clawback | Performance-based incentive compensation subject to clawback by law/policy |
Insider Transactions and Potential Selling Pressure
| Date | Form | Action | Shares | Price | Source |
|---|---|---|---|---|---|
| Apr 25, 2025 | Form 4 | Open-market Purchase | 1,200 | $15.50 | |
| Apr 25, 2025 | Summary | Insider roster notes direct holdings 24,378 post-purchase | — | — |
- No reported insider sales by Peden in 2024–2025 in the cited items; his recent open-market purchase is a positive alignment signal .
Compensation Summary (Multi-Year)
| Component ($) | 2023 | 2024 |
|---|---|---|
| Salary | $345,000 | $360,000 |
| Bonus | $165,000 | $130,000 |
| Stock Awards (Grant-Date FV) | $38,149 | $64,638 |
| All Other Compensation | $34,378 | $35,060 |
| Total | $582,527 | $589,698 |
Compensation Structure Analysis
- Mix shift: Equity awards increased (+69% YoY to $64.6K) while cash bonus decreased (-21% YoY), with modest salary increase (+4.3%); total compensation roughly flat (+1.2%) .
- Incentives remain largely time-based RSUs; no options outstanding, which lowers risk of repricing; company prohibits option repricing and embeds clawback across plans .
- Bonus determination remains discretionary, informed by profitability/efficiency/credit quality and TSR, without explicit weights—reducing direct pay-for-performance transparency .
Governance and Oversight Touchpoints
- Compensation Committee: Independent directors; responsibilities include reviewing CEO and executive officer performance, incentive plans, employment agreements, risk review; met once in 2024 .
- Anti-hedging policy applicable to executives; insider trading policy in place .
Investment Implications
- Alignment: Peden holds direct shares and a sizeable unvested RSU stack with multi-year vesting; recent open-market purchase supports alignment and reduces near-term selling pressure .
- Retention risk: Protective covenants (12-month non-compete/non-solicit) and substantial unvested equity temper departure risk; severance provides 12 months’ salary, while CoC economics (2.5× salary+bonus) and automatic equity vesting could create incentives in a sale scenario .
- Pay-for-performance: Discretionary bonuses based on broad metrics without specific weightings limit transparency, but profitability improved in 2024 vs 2023; equity grants vest over five years, encouraging long-term decision-making .
- Red flags: No option repricing, no disclosed pledging, clawback embedded—low governance risk; absence of disclosed ownership guidelines for executives slightly reduces alignment visibility .
Notes: Revenues in the performance table marked with * are values retrieved from S&P Global. EBITDA is not available/applicable in cited filings for JMSB’s banking profile.