Subhash K. Garg
About Subhash K. Garg
Independent director of John Marshall Bancorp, Inc. (JMSB) since 2008; age 74. A certified public accountant, he co-founded Wiener & Garg LLC and, following its August 2024 merger, serves as a tax partner at Prosperity Partners, LLC. He has been a member of the American Institute of CPAs and the Virginia Society of CPAs since June 1978 and is active with several Washington, D.C.–area non-profits. He is JMSB’s Audit Committee Chair and is designated the Board’s “audit committee financial expert.”
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Wiener & Garg LLC | Co-founder and Managing Member | n/d – Aug 2024 (firm merged) | Built and led a local CPA practice; credentials support audit oversight |
| John Marshall Bancorp, Inc. | Director | Since 2008 | Long-tenured board member; continuity through cycles |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Prosperity Partners, LLC (CPA firm) | Tax Partner | Aug 2024 – present | Firmwide tax partner following Wiener & Garg merger |
| American Institute of CPAs | Member | Since Jun 1978 | Professional credentialing and standards adherence |
| Virginia Society of CPAs | Member | Since Jun 1978 | Professional credentialing and standards adherence |
| Various non-profits (DC metro) | Supporter/participant | n/d | Community involvement (orgs not specified) |
Board Governance
| Aspect | Details |
|---|---|
| Independence | Independent under Nasdaq Rule 5605(a)(2) (all directors except the CEO) |
| Committee assignments | Audit Committee (Chair); other members: Philip W. Allin, Philip R. Chase |
| Financial expert | Designated “audit committee financial expert” per Item 407(d)(5)(ii) Reg S-K |
| Board/committee attendance | Each nominee attended ≥75% of Board and relevant committee meetings in 2024; Board met 13x |
| Committee activity (2024) | Audit: 5 meetings; Compensation: 1 meeting; Governance & Nominating: 1 meeting |
| Board leadership | Chairman: Jonathan C. Kinney; CEO/Chair roles separated |
| Anti-hedging policy | Directors and executive officers prohibited from hedging company stock |
| Related-party monitoring | Annual questionnaires and procedures; no Item 404(d) transactions; normal-course insider loans/deposits disclosed |
Fixed Compensation (Director)
| Element | 2024 Value | Notes/Vesting |
|---|---|---|
| Board meeting fee | $3,300 per meeting ($6,600 Chair) | Paid per meeting attended |
| Committee meeting fee | $700 per meeting ($1,000 Committee Chair) | Paid per meeting attended |
| Cash fees earned (Garg) | $44,930 | Year ended Dec 31, 2024 |
| Option awards | — | No option grants for directors in 2024 |
Performance Compensation (Director)
| Element | 2024 Value | Shares/Structure | Vesting/Metrics |
|---|---|---|---|
| Restricted stock award (Garg) | $35,018 | 1,610 shares (all non-employee directors) | Vests in two substantially equal annual installments; awards made “based on the Company’s performance”; no specific performance metrics disclosed |
| Unvested director stock (as of 12/31/24) | n/a | 2,261 unvested shares outstanding for each non-employee director | Outstanding at 12/31/24 |
| Clawback (prospective) | n/a | 2025 Stock Incentive Plan subjects awards to clawback under law/listing rules | Applies to future grants under 2025 Plan |
Other Directorships & Interlocks
| Company | Role | Committee Roles | Notes |
|---|---|---|---|
| John Marshall Bancorp, Inc. | Director | Audit Committee Chair | No other public company directorships disclosed in proxy biography |
Expertise & Qualifications
- CPA with decades of tax and accounting practice; strong financial literacy aligned with Audit Chair responsibilities
- Formally designated “audit committee financial expert,” meeting SEC and Nasdaq financial sophistication standards
- Long-tenured community bank governance experience (director since 2008)
- Anti-hedging policy compliance expected of directors
Equity Ownership
| Metric | Amount |
|---|---|
| Total beneficial ownership | 247,737 shares (1.73% of outstanding) |
| Unvested restricted stock included | 2,350 shares (part of total; voting rights while unvested) |
| 401(k) plan holdings | 91,745 shares (co-trustee; shared voting/investment power) |
| Trust holdings | 28,125 shares (sole beneficiary; co-trustee; shared voting/investment power) |
| Affiliated company holdings | 85,555 shares |
| Options (exercisable/unexercisable) | None disclosed for Mr. Garg |
Insider Trades and Section 16(a)
| Year | Disclosure | Notes |
|---|---|---|
| 2024 | One late Form 4 filed by Mr. Garg | Company notes Mr. Garg and Mr. Chase each filed one late Form 4 in 2024 |
Governance Assessment
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Strengths
- Independent Audit Chair with SEC-designated financial expert status; clear oversight of financial reporting, internal controls, auditor independence, and risk management; Audit Committee met five times in 2024 .
- Strong board structure: separated Chair/CEO roles; anti-hedging policy for directors; annual independence assessments in line with Nasdaq rules .
- Director equity grants align incentives; time-based restricted stock with multi-year vesting; prospective awards under the 2025 Plan include clawback/no-repricing and minimum vesting safeguards, reducing governance risk .
-
Potential risks / watch items
- Section 16(a) compliance: one late Form 4 in 2024 (administrative, but a minor compliance blemish) .
- Insider banking relationships: $11.9M of loans and $21.4M of deposits among directors/officers/affiliates as of 12/31/24; disclosed as ordinary-course, on market terms, and none classified or reportable under Item 404(d), but remains a standing related-party exposure to monitor in banking cycles .
- Concentrated affiliated holdings (trust/affiliated company) increase beneficial ownership complexity; no pledging disclosed in proxy, but monitor for pledging/hedging violations; anti-hedging policy in place .
-
Attendance/engagement signals
- Each nominee met the ≥75% attendance threshold; Board met 13 times in 2024, indicating active governance cadence; Audit Committee met five times .
-
Compensation alignment
- Director pay modest and meeting-based; equity grants in stock rather than options; no perquisites disclosed for directors; vesting fosters medium-term alignment .
Overall: Mr. Garg’s long-tenured CPA background and Audit Chair role, combined with explicit “financial expert” designation and conservative director pay/equity design, support investor confidence. Key monitoring items are routine insider banking relationships and Section 16(a) timeliness, both disclosed and currently mitigated by policy/process controls .