Philip W. Allin
About Philip W. Allin
Philip W. Allin (age 67) is an independent director of John Marshall Bancorp, Inc. (JMSB) who has served on the Board since 2006. He is Executive Vice President of Interiors by Guernsey (furniture/office products), previously founded and owned several furniture and office supply businesses, and is an owner, Treasurer, and Principal of Barrel Oak Winery. He holds a B.S. in Business Administration and Finance from the University of Maryland, College Park, and has chaired the Fairfax Water Board since 2006 (director since 1992). He is an organizer and founding shareholder of John Marshall Bank.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Systems Furniture Gallery, Inc. | Owner | — | Built and led local small business; later combined into Interiors by Guernsey (2017) |
| SEI Furniture and Design ~ Supplies Express, Inc. | Owner | — | As above |
| Office Outfitters, Inc. | Owner | — | As above |
| De novo banks (Northern Virginia) | Organizer/participant | — | Organizer and founding shareholder of John Marshall Bank |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Interiors by Guernsey (Guernsey, Inc.) | Executive Vice President | 2017–present | EVP of furniture-focused division created by merger of prior businesses |
| Barrel Oak Winery | Owner, Treasurer, Principal | — | Private business ownership |
| Fairfax Water | Chairman of the Board | Chair since 2006; director since 1992 | Previously Vice-Chairman and Treasurer; serves >2 million residents/businesses |
Board Governance
| Item | Detail |
|---|---|
| Independence | Board determined Allin is independent under Nasdaq Rule 5605(a)(2); Audit and Compensation Committees comprised of independent directors |
| Committee assignments | Audit Committee member; Governance & Nominating Committee Chair |
| Committee meeting frequency (2024) | Audit Committee: 5 meetings; Governance & Nominating Committee: 1 meeting |
| Audit Committee report | Allin co-signed the 2024 Audit Committee Report recommending inclusion of audited financials in the 10-K |
| Board meetings (2024) | Board held 13 meetings; each nominee attended ≥75% of Board and relevant committee meetings; all directors attended the 2024 annual meeting |
| Policies | Anti‑hedging policy prohibits directors from hedging company stock |
| Related‑party oversight | Compensation Committee reviews/oversees related‑person transactions |
Fixed Compensation
| 2024 Director Cash Compensation (Allin) | Amount (USD) |
|---|---|
| Fees Earned or Paid in Cash | $46,400 |
| Total Cash (within total comp) | $46,400 |
| 2024 Per‑Meeting Fee Schedule | Amount (USD) |
|---|---|
| Board meeting fee (non‑chair) | $3,300 per meeting |
| Board meeting fee (Chairman) | $6,600 per meeting |
| Committee meeting fee (member) | $700 per meeting |
| Committee meeting fee (committee chair) | $1,000 per meeting |
Mix signal: In 2024, Allin’s director compensation combined cash and equity (cash $46,400; stock award fair value $35,018; total $81,418), implying roughly 57% cash and 43% equity by value, supporting some alignment with shareholders while maintaining cash retainer flexibility.
Performance Compensation
| 2024 Equity Compensation (Allin) | Detail |
|---|---|
| Restricted stock award (shares) | 1,610 shares (for each non‑employee director other than the Chairman) |
| Grant date fair value | $35,018 (FASB ASC 718) |
| Vesting | Two substantially equal annual installments beginning on the first anniversary of grant |
| Option awards | None in 2024 (—) |
| Outstanding Unvested RSUs | Shares | As‑of Date |
|---|---|---|
| All non‑employee directors (ex‑Chair) | 2,261 | Dec 31, 2024 |
| Mr. Allin (included in beneficial ownership) | 2,350 | Apr 21, 2025 |
Additional plan terms and protections:
- 2015 Stock Incentive Plan: upon a change in control, all awards become immediately exercisable and fully vested; no repricing without shareholder approval. The 2015 Plan expired April 28, 2025.
- 2025 Stock Incentive Plan (subject to shareholder approval): 425,000 shares reserved; prohibits option repricing and discounted options; includes clawback/forfeiture provisions; minimum 1‑year vesting for at least 95% of shares.
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company directorships | None disclosed for Allin in the 2025 proxy biography |
| Compensation Committee interlocks | None in 2024 (no interlocks reported) |
Expertise & Qualifications
- Business/finance education (B.S., University of Maryland) and decades of entrepreneurial leadership in furniture/office products.
- Governance experience: Chair of Fairfax Water since 2006 with prior officer roles; organizer and founding shareholder of the Bank.
- Bank governance/oversight: Audit Committee member (risk, controls, auditor oversight), Governance & Nominating Chair (board composition, evaluation, and independence standards).
Equity Ownership
| Ownership (as of Apr 21, 2025) | Amount |
|---|---|
| Common shares beneficially owned | 185,312 |
| Ownership as % of outstanding | 1.30% (out of 14,301,637 shares outstanding) |
| Unvested restricted stock included | 2,350 shares (counts toward beneficial ownership) |
| Options (exercisable within 60 days) | None for Allin (—) |
Notes:
- Anti‑hedging policy prohibits directors from engaging in hedging transactions in company equity.
- Deferred Compensation Plan allows directors to defer up to 100% of director fees; directors are 100% vested in deferred amounts and can select investment options.
Governance Assessment
- Independence and roles: Allin is an independent director under Nasdaq standards, serves on the Audit Committee, and chairs the Governance & Nominating Committee—positions central to financial reporting oversight and board composition/refreshment.
- Engagement: Board met 13 times in 2024; each nominee (including Allin) attended at least 75% of Board/committee meetings and all directors attended the 2024 annual meeting, indicating baseline engagement.
- Alignment: Material skin‑in‑the‑game—185,312 shares (1.30% of outstanding) with additional unvested RSUs; director pay includes recurring equity grants with two‑year vesting, supporting alignment.
- Related‑party exposure: The bank provides loans/deposits to directors in the ordinary course; $11.9M of loans and $21.4M of deposits outstanding to insiders as of Dec 31, 2024, none classified as Substandard/Doubtful/Loss; no Item 404 transactions requiring disclosure.
- Protections: Anti‑hedging policy; equity plans prohibit option repricing without shareholder approval and include clawbacks; the 2025 Plan proposes further best‑practice features (minimum vesting, no liberal share recycling).
RED FLAGS
- None disclosed regarding attendance shortfalls, hedging, pledging, or related‑party transactions requiring Item 404 disclosure; insider banking relationships are ordinary course and not criticized by credit classification.
Director Compensation (Detail for 2024)
| Component | Allin ($) |
|---|---|
| Fees Earned or Paid in Cash | 46,400 |
| Stock Awards (grant‑date fair value) | 35,018 |
| Options | — |
| Total | 81,418 |
| 2024 Equity Grant Mechanics | Detail |
|---|---|
| Shares granted to non‑employee directors (ex‑Chair) | 1,610 |
| Vesting | Two equal annual installments starting 1st anniversary |
| Unvested as of Dec 31, 2024 (non‑employee directors) | 2,261 shares |
Board Committees (Responsibilities Snapshot)
| Committee | Role (Allin) | 2024 Meetings | Selected Responsibilities |
|---|---|---|---|
| Audit | Member | 5 | Oversee financial statements, internal controls, auditor independence/performance, and risk oversight; report to Board |
| Governance & Nominating | Chair | 1 | Board composition/skills, independence standards, evaluations, and committee sizing/membership recommendations |