Kent D. Carstater
About Kent D. Carstater
Senior Executive Vice President and Chief Financial Officer of John Marshall Bancorp, Inc. since June 2017; age 57; BS in Finance from Virginia Tech and MBA from the Darden School of Business (UVA). Responsibilities include accounting, finance, human resources, IT, risk management, and chairing the Asset/Liability Management Committee . Company performance context: 2024 total shareholder return was 7.9% (book value per share rose from $16.25 to $17.28 and a $0.25 dividend was paid); asset quality remained strong with no non‑accrual loans or OREO, and five‑year net charge‑offs did not exceed 0.01% of gross loans .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| John Marshall Bank | SVP – Market Risk Management (liquidity, ALM, investment, capital planning, strategic planning) | 2016–2017 | Built liquidity and ALM frameworks ahead of holding company CFO role . |
| Bank of Georgetown | SVP & Treasurer | 2012–2016 | Led finance, risk management, IR, capital markets, strategic planning . |
| Investment banking/private equity (financial institutions) | Advisor and founder | Pre‑2012 | Advised community bank executives and founded a PE firm investing in banks . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Not disclosed | — | — | No public external directorships disclosed for Carstater in the proxy . |
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Base Salary (USD) | $345,000 | $360,000 |
| All Other Compensation (USD) | $18,760 | $19,264 |
| Total (USD) | $591,452 | $608,520 |
- Effective January 1, 2025 base salary increased to $380,000 .
- Perquisites include company‑paid concierge medical membership; eligible for employee benefits consistent with Company programs .
- 401(k) safe harbor plan available to executives on the same basis as all eligible employees (match up to 3% and 50% of the next 2%; 2024 cap $69,000) .
Performance Compensation
| Incentive Type | Metric(s) Considered | Weighting | Target | Actual/Payout | Vesting |
|---|---|---|---|---|---|
| Annual Cash Bonus (2024) | ROAA, ROAE, efficiency ratio, credit quality, net income to budget, total shareholder return, plus individual performance | No specific weights assigned | Not disclosed | $160,000 paid for 2024 | N/A (cash) |
| Annual Equity – Restricted Stock (2024 grant) | Time‑based vesting (retention) | N/A | 3,449 shares granted in 2024 | Grant date fair value $69,256 | Vests in 5 equal annual installments starting first anniversary |
Outstanding Equity Awards (as of Dec 31, 2024)
| Grant Date | Unvested Shares | Vesting Schedule | Notes |
|---|---|---|---|
| Jan 21, 2020 | 600 | 5 equal annual installments from first anniversary | Outstanding at 12/31/2024 . |
| Jan 19, 2021 | 1,356 | 5 equal annual installments from first anniversary | Outstanding at 12/31/2024 . |
| Dec 21, 2021 | 1,022 | 5 equal annual installments from first anniversary | Outstanding at 12/31/2024 . |
| Dec 20, 2022 | 1,089 | 5 equal annual installments from first anniversary | Outstanding at 12/31/2024 . |
| Dec 19, 2023 | 1,692 | 5 equal annual installments from first anniversary | Outstanding at 12/31/2024 . |
| Dec 17, 2024 | 3,449 | 5 equal annual installments from first anniversary | 2024 annual award . |
- No stock options held by named executive officers at December 31, 2024 .
Equity Ownership & Alignment
| Metric | Value |
|---|---|
| Beneficial Ownership (as of Apr 21, 2025) | 43,131 shares; less than 1% of outstanding . |
| Unvested Restricted Stock included in beneficial ownership | 7,930 shares . |
| Options – exercisable/unexercisable | None outstanding for named executive officers . |
- Anti‑hedging: executives are prohibited from hedging company securities .
- Pledging: pledging is prohibited; Audit Committee may grant exceptions case‑by‑case (no margin accounts; factors include loan‑to‑value, alternative collateral, etc.) .
- Trading controls: black‑out periods begin the Friday before the Board meeting in the third month of each quarter and end after the second full trading day post‑earnings; pre‑clearance is required, with a five trading‑day execution window and 10b5‑1 plan rules; gifts and pledges restricted during blackouts .
Employment Terms
| Provision | Terms |
|---|---|
| Agreement | Amended and restated employment agreement effective August 22, 2022 . |
| Severance (without cause/for good reason) | 12 months base salary plus COBRA premiums for 2 years (subject to release and restrictive covenants) . |
| Change‑of‑Control (double trigger) | Lump sum 2.5× (base salary at change of control + average of highest 3 annual cash bonuses from the prior 5 fiscal years), payable within 60 days following termination on the date of, or within two years after, a change of control; plus COBRA premiums for 2 years (subject to release and covenants) . |
| Non‑compete & Non‑solicit | 12 months post‑termination; within 25‑mile radius of headquarters; applies to competing financial institutions; customer and employee non‑solicitation covenants . |
| Clawback | Performance‑based incentive compensation subject to repayment to extent required by law or Company policy . |
Investment Implications
- Pay‑for‑performance: cash bonuses are discretionary with multiple profitability/quality metrics but no assigned weights; equity is entirely time‑based RS with long vesting, emphasizing retention over short‑term targets .
- Retention risk and sale pressure: sizable unvested RSU stack (7,930 shares counted in beneficial ownership) and five‑year vesting across multiple grants reduce near‑term selling pressure; no options outstanding removes forced exercise dynamics .
- Alignment and risk controls: anti‑hedging and restrictive pledging policy (with limited exceptions) plus mandatory black‑out and pre‑clearance enhance alignment and reduce governance risk; clawback applies to performance‑based pay and the Company has adopted a Nasdaq‑compliant clawback regime .
- Change‑of‑control economics: double‑trigger 2.5× salary+bonus multiple with 2 years COBRA is within typical community bank ranges; it supports retention in strategic scenarios without single‑trigger acceleration .
- Performance backdrop: 2024 TSR of 7.9% and book value accretion alongside pristine credit metrics provide constructive context for CFO stewardship of balance sheet and capital .
No related party transactions were reportable under Item 404 during the periods specified; Section 16(a) compliance issues noted did not involve Carstater in 2024 disclosures .