O. Leland Mahan
About O. Leland Mahan
O. Leland Mahan (age 86) is an independent director of John Marshall Bancorp, Inc. (JMSB), serving since 2008. He is a senior partner at Hall, Monahan, Engle, Mahan & Mitchell in Leesburg, VA, with a legal career spanning litigation, business, land use, real estate, wills and estate administration; he holds a B.S. from Virginia Tech (1961) and a J.D. from the University of Richmond (1964) and previously served as a Captain in the U.S. Air Force JAG Corps (1964–1967) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| U.S. Air Force (JAG Corps) | Captain | 1964–1967 | Judge Advocate General’s Corps |
| University of Richmond Law School Alumni Association | President | 1988–1990 | Alumni leadership |
| Virginia National Bank (Advisory Board) | Chairman | 1980–1984 | Advisory board leadership |
| NationsBank (Advisory Board) | Advisory Board Member | Not disclosed | Advisory role |
| George Mason Bank (Advisory Board) | Advisory Board Member | Not disclosed | Advisory role |
| Loudoun Small Business Development Center | Director and President | Not disclosed | Small business development leadership |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Hall, Monahan, Engle, Mahan & Mitchell (Leesburg, VA) | Senior Partner | Current | Primary practice in litigation, business, land use, real estate, wills/estates |
| Virginia Trial Lawyers Association | Member | Current | Legal association membership |
| Virginia State Bar; Virginia Bar Association | Member | Current | Legal association memberships |
Board Governance
- Committee assignments: Member of the Compensation Committee; committee chaired by Michael T. Foster; Compensation Committee met once in 2024 .
- Independence: The Board determined all directors other than the CEO are independent under Nasdaq rules; Mahan is independent .
- Attendance and engagement: The Board met 13 times in 2024; each nominee (including Mahan) attended at least 75% of Board and applicable committee meetings; all directors attended the 2024 annual shareholder meeting .
- Board leadership: JMSB separates the Chair and CEO roles; the Chair is independent (Jonathan C. Kinney) .
- Policies: Anti-hedging policy prohibits directors and executives from hedging company stock .
- Related-party oversight and exposure: Related party transaction procedures are in place; management reports no transactions reportable under Item 404(d) and noted insider loans outstanding of $11.9 million at 12/31/2024 were on market terms with no adverse classifications .
- Committee composition update: Following Director Nguonly’s retirement effective March 18, 2025, the 2025 Compensation Committee comprises Foster (Chair) and Mahan .
Fixed Compensation
Director cash and equity compensation (company discloses per-meeting fees: $3,300 per Board meeting; $700 per Committee meeting; Chairs receive $6,600 per Board meeting and $1,000 per Committee meeting) .
| Metric | 2023 | 2024 |
|---|---|---|
| Fees Earned in Cash ($) | 60,200 | 58,300 |
| Stock Awards – Grant Date FV ($) | 35,017 | 35,018 |
| Option Awards ($) | — | — |
| All Other Compensation ($) | — | — |
| Total ($) | 95,217 | 93,318 |
Performance Compensation
Director equity awards (time-based vesting; directors do not receive performance-conditioned equity).
| Item | Detail |
|---|---|
| 2024 Director Annual Grant | 1,610 shares to each non-employee director (Chair received 1,840) |
| Grant-Date Fair Value (Mahan) | $35,018 |
| Vesting | Two equal annual installments beginning on first anniversary of grant |
| Unvested Director RS Outstanding (12/31/2024) | 2,261 shares for each non-employee director |
| Plan features (2025 Stock Incentive Plan) | 95% of awards minimum 1-year vest; no option repricing/discounted grants; clawback; independent admin |
Other Directorships & Interlocks
- No current public company directorships disclosed for Mahan; prior banking advisory board roles listed in biography (VNB, NationsBank, George Mason Bank) .
- Compensation Committee interlocks: Company disclosed none for 2024 .
Expertise & Qualifications
- Legal and regulatory expertise: 56+ years practicing law; senior partner; extensive work in litigation, business, land use, real estate, wills/estate administration .
- Government/military: Former USAF JAG Captain (1964–1967) .
- Community and governance: Past leadership in legal/community bodies (e.g., Loudoun committees; law school alumni presidency) and historic advisory roles with bank boards; supports his Compensation Committee role .
- Education: B.S., Virginia Tech (1961); J.D., University of Richmond (1964) .
Equity Ownership
Beneficial ownership as of April 21, 2025.
| Metric | Value |
|---|---|
| Total Beneficially Owned Shares | 99,405 |
| Ownership as % of Outstanding | <1% (based on 14,301,637 shares outstanding) |
| Exercisable Options Included | 10,250 |
| Unvested Restricted Stock Included | 2,350 shares included (standard for directors as of 4/21/2025) |
| Anti-hedging / Pledging | Hedging prohibited by policy; no pledging disclosure provided |
Governance Assessment
- Strengths: Independent status; active committee service (Compensation); strong attendance (≥75%); full Board attendance at 2024 annual meeting; separation of Chair/CEO; anti-hedging policy; no Item 404(d) related-party transactions reported; director equity grants align incentives .
- Alignment: Material personal ownership (99,405 shares) with legacy options and unvested restricted stock; director equity awards vest over two years; company-level clawback framework applies to awards .
- Refreshment considerations: Advanced age (86) and long tenure (director since 2008) indicate succession/refreshment planning considerations for the Board and committees .
- Signals/Red flags: No Section 16(a) reporting issues disclosed for Mahan (company noted two late Form 4s for other directors in 2024); no related-party transactions requiring disclosure; anti-hedging policy in place; no option repricing permitted under equity plan .