Christopher W. Bergstrom
About Christopher W. Bergstrom
Christopher W. Bergstrom is President and Chief Executive Officer of John Marshall Bancorp, Inc. and John Marshall Bank since April 2018; he also serves as a director. He has over 42 years of banking experience, previously serving as President & CEO of Cardinal Financial Corporation/Cardinal Bank until its April 2017 acquisition by United Bankshares, Inc., and then as President of United Bank from April 2017 to April 2018. Bergstrom holds an M.S. in Finance from Virginia Commonwealth University and a B.B.A. from James Madison University; he is 65 years old as of April 29, 2025. The proxy does not disclose TSR or revenue/EBITDA growth targets for CEO evaluation; bonuses are determined via discretionary assessment of financial and strategic metrics.
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Cardinal Financial Corporation/Cardinal Bank | President & Chief Executive Officer | 2015–Apr 2017 | Led the bank until its acquisition by United Bankshares, Inc. in April 2017. |
| United Bank | President | Apr 2017–Apr 2018 | Executive leadership post-acquisition transition. |
| John Marshall Bancorp, Inc. / John Marshall Bank | President & CEO | Apr 2018–Present | CEO leading strategy and operations; joined JMSB and the Board in 2018. |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Virginia Bankers Association | Chairman of the Board | Not specified | Served as Chairman; industry leadership. |
Fixed Compensation
| Component ($USD) | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Base Salary | $685,000 | $740,000 | $775,000 |
| Cash Bonus | $765,000 | $500,000 | $300,000 |
| Stock Awards (grant-date fair value) | $150,010 | — | $92,328 |
| Nonqualified Deferred Compensation Earnings | — | — | — |
| All Other Compensation | $345,897 | $170,062 | $219,373 |
| Total | $1,945,907 | $1,410,062 | $1,386,701 |
- Effective January 1, 2025, Bergstrom’s annual base salary increased to $800,000.
- Company discretionary contributions to the Nonqualified Deferred Compensation Plan were $175,000 (2024) and $125,000 (2023) for Bergstrom.
Performance Compensation
The Compensation Committee uses a discretionary framework—no fixed weights—to assess annual cash bonuses against Company performance and qualitative factors. Financial measures considered include ROAA, ROAE, efficiency ratio, credit quality, net income to budget, and total shareholder return; strategic objectives, risk management effectiveness, and regulatory relationships are also evaluated.
| Bonus Determination | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Cash Bonus Paid ($) | $765,000 | $500,000 | $300,000 |
| Vesting | Cash, paid at year-end (no vesting disclosed) | Cash, paid at year-end (no vesting disclosed) | Cash, paid at year-end (no vesting disclosed) |
| Metric | Weighting | Target | Actual | Impact on Payout | Vesting |
|---|---|---|---|---|---|
| ROAA, ROAE | Discretionary; no fixed weights | Not disclosed | Not disclosed | Contributes to annual bonus determination | N/A |
| Efficiency Ratio | Discretionary; no fixed weights | Not disclosed | Not disclosed | Contributes to annual bonus determination | N/A |
| Credit Quality | Discretionary; no fixed weights | Not disclosed | Not disclosed | Contributes to annual bonus determination | N/A |
| Net Income to Budget | Discretionary; no fixed weights | Not disclosed | Not disclosed | Contributes to annual bonus determination | N/A |
| Total Shareholder Return | Discretionary; no fixed weights | Not disclosed | Not disclosed | Contributes to annual bonus determination | N/A |
Long-term incentives are granted under equity plans; see Equity Ownership & Alignment for award details. The 2015 Plan expired April 28, 2025; the 2025 Stock Incentive Plan is up for shareholder approval and includes minimum vesting and clawback provisions.
Equity Ownership & Alignment
| Ownership Metric | As of Apr 18, 2024 | As of Apr 21, 2025 |
|---|---|---|
| Beneficially Owned Shares | 60,767 | 65,365 |
| Ownership % of Outstanding | <1% | <1% |
| Unvested Restricted Shares Included | 4,637 | 4,811 |
| Exercisable Options | — (none) | — (none) |
Outstanding equity awards (Bergstrom):
- Unvested RS at 12/31/2023: 1,914 ($43,180) and 2,723 ($61,431) tied to prior grants; no options outstanding.
- 2024 RS grant: 4,598 shares, vests ratably including grant date and the three years following the grant date (i.e., grant plus three anniversaries).
- 2023 RS grant (Dec 19, 2023): vests in five substantially equal annual installments commencing on first anniversary of grant.
- 2022 RS grant (Dec 20, 2022): vests in five substantially equal annual installments commencing on first anniversary of grant; proxy also notes some awards vest ratably including grant date and three subsequent years (applies per award footnotes).
Policies impacting alignment:
- Anti-hedging: Directors and executive officers are prohibited from hedging Company equity.
- Award transfer/pledge restrictions: Restricted stock/RSUs and ISOs may not be sold or pledged prior to vesting; non-ISOs subject to limited transfer exceptions.
- Change-in-control: All awards immediately exercisable/fully vested upon “change in control” under the equity plans.
Stock ownership guidelines for executives are not disclosed in the proxy.
Employment Terms
| Term Element | Provision |
|---|---|
| Agreement Effective Date | April 30, 2018 (President & CEO) |
| Term | Effective until employment is terminated (no fixed term) |
| Base Salary | Company-discretion increases; $800,000 effective Jan 1, 2025 |
| Annual Bonus Eligibility | Discretionary annual bonus |
| Equity Eligibility | Eligible for equity awards per Board discretion |
| Perquisites | Company-owned automobile; Company pays associated insurance, taxes, maintenance, fuel and tolls; concierge medical membership fee; eligible for split-dollar life insurance; standard employee benefits |
| Death/Disability | COBRA premiums for family for 12 months upon death; compensation through termination; incapacity entitles compensation earned through termination |
| Termination Without Cause or for Good Reason | Base salary continuation for 12 months plus COBRA premiums for two years (subject to release and covenant compliance) |
| Termination With Cause | Compensation/benefits earned through termination date only |
| Change of Control (Single Trigger) | Lump sum cash equal to 2.99× (base salary at CoC + average of highest three annual cash bonuses from prior five complete fiscal years), payable on the CoC date (subject to release) |
| Post-CoC Termination (Double Trigger) | If terminated without cause within two years post-CoC, COBRA premiums for two years plus compensation through termination |
| Non-compete | 12 months post-termination within 25-mile radius of HQ; duties substantially similar prohibited; competitive products/services defined |
| Non-solicit | 12 months post-termination; prohibits solicitation of customers with “material contact,” hiring or soliciting employees to compete |
| Clawback | Performance-based incentive compensation subject to clawback as required by law or Company policy ; 2025 equity plan includes clawback |
| Deferred Compensation | Nonqualified Plan permits deferral up to 25% base salary and 100% bonus; Company may make discretionary contributions subject to vesting criteria |
| 401(k) | Safe harbor match up to 3% at 100% and 50% on 3–5% deferrals; subject to caps |
Board Governance and Director Service
- Board Service: Director since 2018; dual role as CEO and director. The Board separates Chairman and CEO roles; Chairman is Jonathan C. Kinney, mitigating dual-role concentration.
- Independence: Board concluded all directors are independent except Bergstrom (as CEO).
- Committees: Audit Committee (Garg, Allin, Chase); Compensation Committee comprised of independent directors (2024: Foster, Mahan, Nguonly; 2025: Foster, Mahan); Governance/Nominating (2025: Allin, Garcia, Chase). Bergstrom is not a member of Board committees.
- Director Compensation: Non-employee directors receive meeting fees and annual RS grants; Bergstrom receives no additional compensation for Board service.
- Meeting Attendance: Number of Audit Committee meetings disclosed (five in 2023 and five in 2024); specific director attendance rates not disclosed.
Director Compensation (Context for Board)
| Component (Non-Employee Directors, 2024) | Amount |
|---|---|
| Board Meeting Fee | $3,300 per meeting ($6,600 for Chairman) |
| Committee Meeting Fee | $700 per meeting ($1,000 for Committee Chairman) |
| Annual Equity Grant | 1,610 shares to directors; 1,840 shares to Chairman; vests in two equal annual installments |
| Note | Bergstrom does not receive additional compensation for Board service |
Risk Indicators & Red Flags
- Anti-hedging policy in place for directors and executive officers; mitigates misalignment via hedging.
- No option repricing without shareholder approval; minimum vesting requirements under 2025 Plan; immediate vesting on change-of-control may accelerate selling pressure in a transaction scenario.
- Section 16 compliance: Late Form 4s disclosed for two directors (Chase, Garg); no late filings noted for Bergstrom in 2024.
- Related party transaction conflicts for Compensation Committee members: none disclosed; committee composed of independent directors.
Compensation Structure Analysis
- Mix and Trend: 2024 total compensation $1.39M with greater cash proportion vs 2022; stock awards have shifted to time-based restricted stock rather than options; NEOs held no options at FY-end 2023.
- Equity Plan Governance: 2015 Plan expired April 28, 2025; 2025 Plan introduces minimum one-year vesting for 95% of shares, clawbacks, and no repricing or discounted options—supportive of governance quality.
- Performance Linkage: Bonuses determined via discretionary multi-metric assessment; absence of disclosed weights/targets reduces transparency of pay-for-performance calibration.
Equity Vesting Schedules and Potential Selling Pressure
| Award | Grant Date | Shares | Vesting Schedule |
|---|---|---|---|
| RS | Dec 17, 2024 | 4,598 | Ratable including grant date and each of the next three anniversaries (2024–2027). |
| RS | Dec 19, 2023 | Not specified (Bergstrom-specific count not separately stated) | Five equal annual installments starting first anniversary (2024–2028). |
| RS | Dec 20, 2022 | Not specified (Bergstrom-specific count not separately stated) | Five equal annual installments starting first anniversary (2023–2027). |
| Outstanding RS at 12/31/2023 | Prior grants | 1,914 ($43,180) and 2,723 ($61,431) | Unvested; awards vest per grant footnotes (some ratable including grant date +/- three years). |
Immediate vesting upon change-in-control under equity plans could accelerate share availability and potential selling capacity for all award holders (company-wide), though individual sale behaviors are not disclosed.
Say-on-Pay & Shareholder Feedback
Say-on-pay approval percentages and specific investor engagement disclosures are not provided in the proxy excerpts reviewed.
Expertise & Qualifications
- Education: M.S. Finance (VCU); B.B.A. (James Madison University).
- Industry Experience: 42+ years in banking; led Cardinal Bank and subsequent integration at United Bank; serves as director and CEO of JMSB since 2018; former Chairman of Virginia Bankers Association.
- Board Qualifications: Extensive banking leadership and CEO experience supports director role; the Board separates Chairman and CEO roles to maintain independent oversight.
Employment & Contracts (Retention Risk)
- Auto-renewal/Term: No fixed end date; at-will continuation heightens importance of retention incentives (salary, bonus, equity, perquisites).
- Non-compete/Non-solicit: 12 months post-termination; geographically limited to 25 miles from HQ; curtails immediate competitive moves.
- Change-of-Control Economics: 2.99× base plus average of highest three annual cash bonuses (from prior five years) paid at closing; plus benefits/COBRA if terminated within two years post-CoC—material payout that can influence retention and transaction dynamics.
- Clawbacks: Applied to performance-based incentives and under new equity plan; improves recourse.
Investment Implications
- Alignment: Bergstrom’s ownership remains <1% of shares outstanding, with alignment primarily via time-based RS awards and discretionary cash bonuses; anti-hedging and transfer restrictions mitigate misalignment risks.
- Transparency: Lack of fixed weights/targets for STI reduces pay-for-performance visibility; investors should focus on disclosed financial KPIs (ROAA/ROAE/efficiency/credit quality/net income to budget/TSR) when interpreting bonus outcomes.
- Acceleration Risk: Immediate vesting on change-of-control under the equity plans and a single-trigger cash payout (2.99× formula) create potential incentives around transaction timing; equity overhang could accelerate in a deal scenario.
- Retention: Strong severance, perquisites, and deferred compensation contributions support retention; non-compete/non-solicit terms offer post-termination protection.
- Governance: Separation of Chairman/CEO, independent committees, and no repricing/discounted options under the 2025 plan are positives; absence of ownership guidelines disclosure is a gap for alignment monitoring.