Jonathan C. Kinney
About Jonathan C. Kinney
Jonathan C. Kinney (age 78) serves as Chairman of the Board at John Marshall Bancorp, Inc. (JMSB), a director since 2008 and Chair since 2019. He is a shareholder at the law firm Bean, Kinney and Korman, P.C. (Arlington, VA), holds an undergraduate degree from Duke University and a J.D. from the University of Chicago Law School, and is deeply involved in Arlington civic institutions (President, Arlington County Retirement Board; Trustee Emeritus, Arlington Community Foundation and Community Residence Foundation) . The Board separates the Chairman and CEO roles, with Kinney leading the Board’s oversight while the CEO focuses on operations .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Bean, Kinney and Korman, P.C. | Shareholder (Attorney) | Not disclosed | Legal expertise; local business community network |
| John Marshall Bancorp, Inc. | Director | Since 2008 | Became Chairman in 2019; leads Board oversight |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Arlington County Retirement Board | President | Not disclosed | Public retirement oversight leadership |
| Arlington Community Foundation | Trustee Emeritus | Not disclosed | Civic engagement, 2016 Spirit Award recipient |
| Community Residence Foundation | Trustee Emeritus | Not disclosed | Community service leadership |
Board Governance
- Independence: The Board determined all directors other than the CEO (Christopher W. Bergstrom) are independent under Nasdaq Rule 5605(a)(2); Audit and Compensation committees meet applicable independence standards; Governance & Nominating members are independent .
- Attendance: The Board held 13 meetings in 2024; each nominee attended at least 75% of Board and applicable committee meetings; all directors attended the 2024 annual meeting .
- Leadership Structure: Chairman is Jonathan C. Kinney; roles of Chairman and CEO are separated to enhance oversight and operational focus .
- Related Party Transaction Procedures: Annual questionnaires and Board/committee review; insider trading policy includes anti-hedging prohibition for directors and officers .
| Committee | Members | Chair | Meetings in 2024 |
|---|---|---|---|
| Audit Committee | Subhash K. Garg; Philip W. Allin; Philip R. Chase | Subhash K. Garg | 5 |
| Compensation Committee | Michael T. Foster; O. Leland Mahan | Michael T. Foster | 1 |
| Governance & Nominating Committee | Philip W. Allin; Michael A. Garcia; Philip R. Chase | Philip W. Allin | 1 |
| Chairman of the Board | Jonathan C. Kinney | N/A | Leads Board; not listed as a member of standing committees |
Fixed Compensation
| Item | 2024 Amount |
|---|---|
| Board meeting fees | $6,600 per meeting for Chairman; $3,300 per meeting for other directors |
| Committee meeting fees | $1,000 per meeting for Committee Chairs; $700 per meeting for members |
| Cash fees to Kinney (Chairman) | $106,800 |
| Equity awards (grant-date fair value) to Kinney | $40,020 |
| Options | None |
| Total 2024 director compensation (Kinney) | $146,820 |
Performance Compensation
| Award Type | 2024 Grant | Fair Value | Vesting | Notes |
|---|---|---|---|---|
| Restricted stock (time-vested) | 1,840 shares to Chairman; 1,610 to other non‑employee directors | $40,020 (Kinney); $35,018 (others) | Vests in two equal annual installments beginning on first anniversary of grant | Awards made “based on the Company’s performance”; specific performance metrics not disclosed |
At 12/31/2024, the proxy reports unvested stock awards outstanding for the Chairman as 2,599 shares in the director pay section , while the security ownership footnote lists 2,686 unvested restricted shares for Mr. Kinney . This discrepancy should be clarified by the Company.
Other Directorships & Interlocks
| Company/Organization | Role | Committee Positions |
|---|---|---|
| Public company boards | None disclosed | N/A |
| John Marshall Bank (subsidiary) | Director (Board members also serve on Bank board) | Not disclosed |
Expertise & Qualifications
| Attribute | Details |
|---|---|
| Education | Duke University (Undergraduate); University of Chicago Law School (J.D.) |
| Professional expertise | Corporate/real estate law; local business networks |
| Governance credentials | Board Chair since 2019; Board independence under Nasdaq standards |
| Civic leadership | President, Arlington County Retirement Board; Trustee Emeritus roles; 2016 Spirit Award |
Equity Ownership
| Metric | Value | As of | Notes |
|---|---|---|---|
| Total beneficial ownership (Kinney) | 598,642 shares | April 21, 2025 | 4.19% of outstanding shares |
| Ownership % of shares outstanding | 4.19% | April 21, 2025 | Based on 14,301,637 shares outstanding |
| Direct vs. indirect holdings | Includes 282,204 shares held by affiliated companies; includes 5,624 shares owned by spouse | April 21, 2025 | Footnote detail |
| Unvested restricted stock | 2,686 shares (ownership table) ; 2,599 shares (director comp section) | Dec 31, 2024 | Proxy inconsistency noted |
| Anti-hedging policy | Directors/officers prohibited from hedging Company equity | Current | Pledging policy not disclosed |
Insider Trades
| Filing Date | Transaction Date | Type | Shares | Price | Post-Transaction Direct Holdings | SEC Link |
|---|---|---|---|---|---|---|
| 2025-11-10 | 2025-11-06 | Open market purchase | 500 | $18.90 | 323,807 | https://www.sec.gov/Archives/edgar/data/1710482/000131889425000007/0001318894-25-000007-index.htm |
| 2025-11-06 | 2025-11-05 | Open market purchase | 500 | $18.71 | 323,307 | https://www.sec.gov/Archives/edgar/data/1710482/000131889425000005/0001318894-25-000005-index.htm |
Related Party Transactions
| Item | Detail |
|---|---|
| Insider banking relationships | Loans and other banking services to directors/executives/families/businesses in ordinary course; terms comparable to non‑related parties; no Item 404(d) transactions reportable during specified periods |
| Outstanding insider loans | $11.9 million outstanding at Dec 31, 2024; none classified Substandard/Doubtful/Loss |
| Insider deposits | $21.4 million as of Dec 31, 2024 |
| Review procedures | Annual questionnaires; committee oversight; Compensation Committee reviews related‑person transactions and conflicts |
Governance Assessment
-
Strengths
- Independent Board with separated Chair/CEO roles; Kinney is independent under Nasdaq standards .
- Material personal equity stake (4.19%), aligning incentives with shareholders .
- Anti‑hedging policy enhances alignment; routine related‑party banking transactions disclosed as ordinary‑course with market terms .
-
Watch items / RED FLAGS
- Inconsistent disclosure of Kinney’s unvested restricted share count (2,599 vs. 2,686) warrants clarification to avoid confusion about equity incentives .
- Related‑party banking exposure (insider loans/deposits) is common in community banking but requires continued rigorous oversight to avoid preferential treatment perceptions .
- Compensation Committee met only once in 2024; limited meeting cadence may constrain pay/performance oversight in a year with equity grant approvals .
- Director awards are time‑vested RS (no disclosed performance metrics), which can dilute pay‑for‑performance rigor for directors, though directors typically receive non‑performance equity .
-
Signals
- Recent open‑market purchases by Kinney in Nov 2025 suggest confidence/alignment, increasing direct holdings, albeit small in size relative to his total beneficial ownership (which includes affiliated holdings) .
Overall, Kinney’s independence, tenure, and sizeable ownership support board effectiveness and alignment. The Committee structure appears sound, but the Compensation Committee’s limited meeting frequency and non‑metric director equity grants merit monitoring. Ordinary‑course insider banking relationships should continue to be transparently overseen and disclosed to mitigate conflict perceptions .