Michael A. Garcia
About Michael A. Garcia
Michael A. Garcia (age 65) has served as an independent director of John Marshall Bancorp, Inc. since 2018 and is also a director of John Marshall Bank, the Company’s subsidiary . He is president of Mike Garcia Construction Inc., a Prince William County–based family-owned firm he founded in 1981, and previously served as a director of Cardinal Bank from 1999 until its 2017 acquisition, including service on the Board’s loan committee . He currently chairs the Prince William County Commercial Development Committee, supporting local business owners through commercial real estate development processes and has longstanding community engagement in the region .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Mike Garcia Construction Inc. | President (founder) | 1981–present | Leads residential and commercial development; deep local market ties |
| Cardinal Bank (prior to 2017 acquisition) | Director | 1999–2017 | Served on Board loan committee (credit oversight exposure) |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Prince William County Commercial Development Committee | Chairman | Current | Guides business owners on commercial development projects (permitting/development know‑how) |
Board Governance
- Independence: The Board determined all directors other than the CEO are independent under Nasdaq Rule 5605(a)(2); Mr. Garcia is independent .
- Board and committee attendance: The Board met 13 times in 2024; each nominee attended at least 75% of Board and applicable committee meetings; all directors attended the 2024 annual meeting .
- Committee assignments (2024/2025):
- Governance & Nominating Committee – Member; committee met once in 2024 .
- Not a member of Audit (met 5x in 2024) or Compensation (met 1x in 2024) .
- Board leadership: Chairman and CEO roles are separated; Jonathan C. Kinney serves as independent Chairman .
- Shareholder engagement logistics: Garcia is named as one of the two proxy holders on the 2025 proxy card, reflecting active participation in the proxy process .
Fixed Compensation
- Director cash fee structure: $3,300 per Board meeting ($6,600 for the Chairman) and $700 per committee meeting ($1,000 for each Committee Chair) during 2024 .
| Category | Amount (USD) | Notes |
|---|---|---|
| Fees Earned or Paid in Cash (2024) | $59,000 | Garcia’s 2024 cash director compensation per proxy table |
Performance Compensation
- In 2024, all non-employee directors received time-based restricted stock awards (not options) with vesting in two substantially equal annual installments beginning on the first anniversary of the grant .
- Awards were sized based on company performance; Chairman received 1,840 shares; other non-employee directors received 1,610 shares .
| Award Type | Shares Granted (2024) | Grant-Date Fair Value (USD) | Vesting | Notes |
|---|---|---|---|---|
| Restricted Stock | 1,610 | $35,018 | 50% per year over 2 years starting 1st anniversary | Garcia’s 2024 stock award per proxy table |
Clawbacks apply to equity awards under Company policy and stock plan; awards are subject to recovery to the extent required by law, listing rules, or Company clawback policy .
Other Directorships & Interlocks
| Company/Entity | Role | Timeframe | Interlocks/Notes |
|---|---|---|---|
| Cardinal Bank (Cardinal Financial) | Director; Loan Committee | 1999–2017 | Prior public bank board; credit committee experience |
| Compensation Committee Interlocks | — | 2024 | Company discloses no compensation committee interlocks; Garcia is not on the Compensation Committee |
Expertise & Qualifications
- Community and regional development expertise via leading a construction firm since 1981 and chairing the county Commercial Development Committee, relevant to CRE lending ecosystems .
- Bank governance and credit oversight exposure from prior Cardinal Bank board and loan committee service .
- Independent director status under Nasdaq standards .
Equity Ownership
| Metric | Amount | Detail |
|---|---|---|
| Total Beneficial Ownership (shares) | 21,187 | As of April 21, 2025 |
| Ownership as % of Shares Outstanding | <1% | “*” denotes less than 1% of 14,301,637 shares outstanding |
| Unvested Restricted Stock Included | 2,350 shares | Included in beneficial ownership; subject to vesting/forfeiture |
| Stock Options | None disclosed | No director options shown in 2024 director comp table; options column “—” |
| Hedging/Pledging | Hedging prohibited; pledging not disclosed | Insider trading policy prohibits hedging by directors and officers |
Related-Party and Conflict Review
- Related-party procedures: Annual questionnaires and procedures to identify, review, and approve transactions with directors/officers and their affiliates are in place .
- Banking relationships: The Bank extends loans and services to directors/officers and their affiliates in the ordinary course on market terms; as of Dec 31, 2024, $11.9 million of loans were outstanding to directors/executive officers/affiliates, none criticized; deposits by such insiders totaled $21.4 million; no transactions reportable under Item 404(d) in the covered periods .
Director Compensation Summary (2024)
| Component | Garcia (USD) |
|---|---|
| Cash Fees | $59,000 |
| Stock Awards (Grant-Date FV) | $35,018 |
| Options | — |
| Total | $94,018 |
Governance Assessment
- Positives: Independent director with direct credit and community development acumen, serving on Governance & Nominating; adequate disclosed attendance (≥75%); cash/equity mix aligns director pay with shareholder outcomes; anti-hedging and clawback frameworks strengthen alignment and accountability .
- Alignment: Holds 21,187 shares including 2,350 unvested restricted shares; while <1% ownership is typical for outside directors at a bank of this size, ongoing equity grants and anti-hedging policy support alignment .
- Conflicts: Ordinary-course insider banking relationships appear controlled via policy; no Item 404(d) related-party transactions reported; insider loans not criticized—mitigates conflict risk .
RED FLAGS: None specifically disclosed. No late attendance flags (≥75% threshold met) or reportable related-party transactions; no option repricing; compensation committee interlocks not present .