Philip R. Chase
About Philip R. Chase
Philip R. Chase, age 68, has served as a director of John Marshall Bancorp, Inc. since 2006, bringing over three decades of finance and risk experience in government contracting and banking. He retired as CFO of NT Concepts in December 2019 and currently leads the Board’s Finance and Risk Committee, reflecting deep expertise in risk oversight, internal controls, and financial stewardship. His background includes CFO and senior finance roles at mission-critical intelligence and cybersecurity services providers, an e-learning company serving OPM, and ownership/CFO roles at CCI, Incorporated; he also consults as Owner/Principal at Synergis LLC and previously worked ~8 years in banking across lending and risk management .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| NT Concepts | Chief Financial Officer | Retired Dec 2019 | Led finance for a leading U.S. Gov’t-focused technology firm |
| Mission-critical intelligence & cybersecurity services provider (unnamed) | SVP/Chief Financial Officer | Not disclosed | Defense/Federal services finance leadership |
| E-learning company (primarily supporting OPM) | VP Finance & CFO | Not disclosed | Finance leadership for Federal-focused e-learning |
| IT & professional services firm (unnamed) | Director of Corporate Operations | Not disclosed | Operational and finance oversight |
| CCI, Incorporated | Owner, VP & CFO | Acquired by Stanley Associates in 2002 | Ownership and CFO responsibilities through M&A |
| Synergis LLC | Owner/Principal (consulting) | Current | Strategic planning and CFO advisory in GovCon industry |
| Banking industry | Lending and risk management | ~8 years | Credit and risk management experience |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Synergis LLC | Owner/Principal | Current | Consulting in strategic planning/CFO support for GovCon |
Board Governance
| Committee | Role | Members | Meetings (2024) |
|---|---|---|---|
| Finance and Risk Committee | Chair/Lead | Not disclosed | Not disclosed (Chase leads) |
| Audit Committee | Member | Subhash K. Garg (Chair), Philip W. Allin, Philip R. Chase | 5 meetings |
| Compensation Committee | Not a member | Michael T. Foster (Chair), O. Leland Mahan | 1 meeting |
| Governance & Nominating Committee | Member | Philip W. Allin (Chair), Michael A. Garcia, Philip R. Chase | 1 meeting |
- Independence: Board determined all directors except the CEO are independent under Nasdaq Rule 5605(a)(2); Audit and Compensation Committee members meet Nasdaq/SEC independence standards .
- Attendance: Board held 13 meetings in 2024; each nominee (including Chase) attended at least 75% of Board and committee meetings and attended the 2024 annual meeting .
- Policies: Anti-hedging policy prohibits hedging by directors/officers; insider trading policy governs transactions in Company securities .
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Fees Earned in Cash ($) | 63,000 | 59,820 |
| Meeting Fee Rates (Board; Chair) | $3,300; $6,600 per meeting | $3,300; $6,600 per meeting |
| Committee Meeting Fee Rates (Member; Chair) | $700; $1,000 per meeting | $700; $1,000 per meeting |
Performance Compensation
| Component | 2023 | 2024 |
|---|---|---|
| Annual Restricted Stock (shares) | 1,480 shares (non-employee directors) | 1,610 shares (non-employee directors) |
| Grant Date Fair Value ($) | 35,017 | 35,018 |
| Vesting | Two equal annual installments beginning first anniversary | Two equal annual installments beginning first anniversary |
| Outstanding Unvested Shares (as of date) | 2,261 shares per non-employee director (12/31/2023) | 2,261 shares per non-employee director (12/31/2024) |
| Outstanding Unvested Shares (individual) | 2,350 shares for Mr. Chase (as of 4/21/2025) | — |
- Equity plan governance: 2015 Plan expired Apr 28, 2025; 2025 Stock Incentive Plan up for approval reserving 425,000 shares, with minimum vesting (95% ≥1 year), no discounted options, no repricing without shareholder approval, clawback/forfeiture for “just cause,” independent committee administration, 10-year term .
- Change-in-control: Under 2015 Plan, awards immediately exercisable/vest; options may be cashed out for intrinsic value upon change in control; no option repricing without shareholder approval .
Other Directorships & Interlocks
- No public company directorships or interlocks are disclosed for Mr. Chase in the proxy biographies; disclosures focus on CFO and consulting roles in private/GovCon entities .
Expertise & Qualifications
- Finance and risk leadership: Former CFO (NT Concepts, multiple GovCon firms), extensive risk management and internal control oversight; leads Board’s Finance and Risk Committee .
- Banking experience: ~8 years in lending and risk management; supports Audit Committee service and risk oversight acumen .
- Governance fit: Independent director; active committee participation; alignment with target market expertise (GovCon) .
Equity Ownership
| Metric (as of 4/21/2025 unless noted) | Value |
|---|---|
| Beneficial Ownership (shares) | 105,294 |
| Ownership % of Outstanding | <1% (asterisk denotes <1%) |
| Unvested Restricted Stock (included in beneficial ownership) | 2,350 shares |
| Options (Exercisable within 60 days) | — (none) |
| Shares Outstanding (reference for % calc) | 14,301,637 |
| Voting rights on unvested restricted stock | Unvested director shares may be voted |
| Anti-hedging policy | Hedging prohibited for directors/officers |
Governance Assessment
- Board effectiveness: Chase’s dual service on Audit and Governance & Nominating, plus leading Finance & Risk, positions him at the center of risk oversight and board composition/refresh processes—positive for governance rigor .
- Independence & attendance: Confirmed independent; ≥75% attendance and annual meeting participation—acceptable engagement, though exact attendance metrics per director are not disclosed .
- Pay structure: Director compensation is primarily per-meeting cash plus time-based restricted stock; equity vests over two years—reasonable alignment but limited explicit performance metrics tied to director equity grants .
- Equity plan safeguards: Clawbacks, minimum vesting, and ban on repricing/discounted options support shareholder-friendly compensation governance; 2015 Plan CoC vesting provisions could accelerate equity upon change-in-control (standard in banking/SMID-cap) .
- Related-party exposure: Bank provides loans/services to directors/executives/families in ordinary course, $11.9M outstanding at 12/31/2024; none classified as problem credits; no Item 404(d) related transactions—ongoing exposure typical for community banks but managed under policies and on market terms .
- RED FLAGS: One late Form 4 by Mr. Chase in 2024 (administrative lapse); monitor for recurrence. No pledging or hedging disclosed; anti-hedging policy in place .
Implications: Chase’s deep finance/risk credentials and committee leadership indicate strong oversight on credit, internal controls, and governance. Compensation and equity frameworks include prudent safeguards, and ownership is modest but supported by annual equity grants. Monitor routine insider reporting timeliness and any evolution in Finance & Risk Committee disclosures and board refresh processes .