Michael T. Foster
About Michael T. Foster
Michael T. Foster, FAIA, is an independent director of John Marshall Bancorp, Inc. and founder/president of MTFA Architecture, Inc., a regional leader in sustainable design for institutional, commercial, educational, and government buildings . He is 63 and has served on the Company’s board since 2008 (also a director of John Marshall Bank) . His community leadership includes prior chair roles on the Arlington Planning Commission and Chamber of Commerce, and current service on the Arlington Board of Code Appeals, Virginia Hospital Center Foundation Board, and Virginia Tech College of Architecture Board .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| MTFA Architecture, Inc. | Founder & President | — | Leads award‑winning architecture, interiors, preservation, and planning firm; sustainable design focus |
| Arlington Planning Commission | Past Chair | — | Local land use/urban planning leadership |
| Arlington Chamber of Commerce | Past Chair | — | Business community leadership |
| Arlington Economic Development Commission | Commissioner | — | Economic development advisory role |
External Roles
| Organization | Role | Public/Private/Nonprofit | Notes |
|---|---|---|---|
| Arlington Board of Code Appeals | Appointee | Public (Local Government) | Current appointment |
| Virginia Hospital Center Foundation Board | Director | Nonprofit | Current service |
| Virginia Tech College of Architecture Board | Board Member | Academic/Nonprofit | Current service |
| Urban Land Institute | Mentor | Nonprofit | Industry mentorship |
| Other public company boards | Not disclosed | — | No other public company directorships disclosed in 2025 proxy |
Board Governance
- Independence: The Board determined all directors are independent under Nasdaq Rule 5605(a)(2) except the CEO; Foster is independent .
- Committee assignments: Compensation Committee Chair (members: Foster, Chair; O. Leland Mahan) .
- Attendance: In 2024 the Board met 13 times; each nominee attended at least 75% of Board and committee meetings during their service; all directors attended the 2024 annual meeting .
- Board leadership: Independent Chairman (Jonathan C. Kinney); Chair and CEO roles are separated .
- Compensation risk oversight: Compensation Committee reviews incentive programs to ensure they do not encourage excessive risk .
| Committee | Role | 2024 Meetings |
|---|---|---|
| Compensation Committee | Chair (Independent) | 1 meeting |
Fixed Compensation
| Component (Director Pay) | 2024 Amount or Terms |
|---|---|
| Board meeting fees | $3,300 per meeting ($6,600 for Board Chair) |
| Committee meeting fees | $700 per meeting ($1,000 for Committee Chairs) |
| Michael T. Foster – Fees Earned (Cash) | $39,600 |
Performance Compensation
| Equity | Grant Detail | Grant-Date Fair Value | Vesting |
|---|---|---|---|
| Time-based Restricted Stock (non-employee directors) | 1,610 shares granted in 2024 to each non-employee director (Chairman received 1,840) | $35,018 (Foster) | Two substantially equal annual installments beginning on first anniversary of grant date |
- Options: No option awards to directors in 2024 .
- Performance metrics: No performance-based metrics disclosed for director equity; awards are time-based .
- Clawback: Equity awards are subject to clawback/recoupment under applicable law and Company policy (as implemented in the 2025 Stock Incentive Plan) .
Other Directorships & Interlocks
| Topic | 2024 Disclosure |
|---|---|
| Compensation Committee interlocks | None. Committee comprised solely of independent directors; no member was an officer/employee; no related person transactions; no reciprocal interlocks with other companies |
| Other public boards (Foster) | None disclosed in 2025 proxy |
Expertise & Qualifications
- Fellow of the American Institute of Architects; founder/operator of a successful architecture and planning firm with sustainable design expertise .
- Extensive civic leadership and regional network (planning, economic development, hospital foundation, academia), aligned with the bank’s local market presence .
- Tenure and board experience at JMSB since 2008 .
Equity Ownership
| Holder | Common Stock Beneficially Owned | % of Outstanding | Notes |
|---|---|---|---|
| Michael T. Foster | 335,672 | 2.35% | Includes 2,350 unvested restricted shares that are votable; no options reported for Foster |
- Shares outstanding reference base: 14,301,637 as of April 21, 2025 .
- Pledging/Hedging: Directors and officers are prohibited from hedging Company stock under insider trading policy; pledging not specified .
Governance Assessment
-
Positives
- Independent director with meaningful ownership (2.35%), aligning interests with shareholders .
- Chairs the Compensation Committee; committee is fully independent, met in 2024, and oversees incentive risk .
- Strong attendance disclosure (each nominee ≥75% of meetings; all directors at annual meeting) supports engagement .
- No Item 404 related party transactions; insider banking relationships conducted on market terms; $11.9M total insider loans outstanding, none adversely classified .
- Anti-hedging policy for directors/officers; equity awards subject to clawback under plan/governance policies .
-
Watch items
- Long tenure: Foster since 2008; several directors also long-serving (e.g., Allin 2006; Chase 2006; multiple since 2008), which some investors view as potential independence/refreshment risk; Board addresses composition via Governance & Nominating Committee processes .
- Director pay structure is primarily meeting-based cash plus time-based RS; absence of performance-conditioned equity for directors is typical but offers limited explicit pay-for-performance linkage at the board level .
-
Compensation mix (2024) for Foster: ~$39.6k cash meeting fees and ~$35.0k time-based RS ($74.6k total), balanced cash/equity and modest quantum for a community bank, with two-year vesting aiding alignment .
Related Party & Conflict Checks
- No reportable related party transactions under Item 404(d); routine banking relationships with directors/officers on market terms .
- Loans to insiders totaled $11.9M at 12/31/2024; none categorized as Substandard/Doubtful/Loss .
- Anti-hedging policy in place; no disclosure of share pledging by Foster .
No other public company directorships, pledging, or specific director-level performance metrics for equity were disclosed for Mr. Foster in the 2025 DEF 14A .