Michael W. Clarke
About Michael W. Clarke
Michael W. Clarke (age 64) has served as an independent director of LINKBANCORP, Inc. since 2023, joining the board at the closing of LINK’s merger with Partners Bancorp in November 2023. He brings 39+ years in commercial banking, corporate finance, and capital formation, including prior CEO experience at Access National Corporation and director roles at publicly listed banks. He holds a B.S. in finance and marketing from Virginia Tech. As of April 4, 2025, he is considered independent under Nasdaq rules and also serves on the board of LINKBANK, the Company’s bank subsidiary .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Access National Corporation | President, CEO, Director | 2002–2019 (to acquisition by Atlantic Union Bankshares) | Led de novo bank growth and public company operations |
| Atlantic Union Bankshares Corporation | Director | Post-2019 (after Access acquisition) | Risk Management Committee member; SEC-registered issuer |
| Partners Bancorp / Virginia Partners Bank | Director | Partners (since Feb 2021); Virginia Partners Bank (since Jan 2021) | Joined LNKB board via the 2023 merger |
| Access National Bank | Principal Organizer | Pre-2002 | Banking leadership prior to public company roles |
External Roles
| Organization | Role | Status | Notes |
|---|---|---|---|
| FJ Capital Management | Senior Portfolio Advisor | Current | Assists in evaluating U.S. financial services investments |
| Georgia Banking Company (Atlanta, GA) | Director | Current | Represents FJ Capital and personal interests |
| Graystone Investment Fund | Manager | Current | Multi-family real estate near Power 5 universities |
| Virginia Tech Foundation | Audit Chair | Current | Non-profit governance; audit leadership experience |
| Virginia Bankers Association; Business Finance Group (SBA CDC); Greater Reston Chamber | Community/Industry Roles | Current | Active industry and community involvement |
Board Governance
- Independence: The board determined Mr. Clarke is independent; only Messrs. Samuel, Breda, and Harrison are not independent under Nasdaq rules .
- Committee assignments (2024): Audit (Jones-chair, Doane, Flake, Snyder, Wheatley), Compensation (Parmer-chair, Pierson, Tressler, Lehman, Albertine), Nominating & Corporate Governance (Koppenhaver-chair, Parmer, Pierson, Snead). Mr. Clarke is not listed on these committees for 2024 .
- Board/committee engagement: Board met 13 times in 2024; Audit met 8 times; Compensation met 7 times; Nominating & Corporate Governance met 2 times .
- Attendance: Other than Director Pierson, no director attended fewer than 75% of aggregate board and committee meetings in 2024 (Clarke met the threshold) .
- Leadership and oversight: Independent Chair (Joseph C. Michetti, Jr.) and separate CEO/Chair roles; board-level Enterprise Risk Management Committee chaired by William E. Pommerening .
Fixed Compensation
| Component (Director) | 2024 Amount | Notes |
|---|---|---|
| Annual cash retainer | $30,000 | Paid to non-employee directors meeting ≥75% attendance; committee chairs +$2,500; board chair +$5,000 |
| RSUs (grant-date fair value) | $13,160 | Mr. Clarke’s 2024 director equity; directors’ annual equity capped at $50,000 under 2022 Plan |
| Total (cash + equity) | $43,160 | 2024 director compensation |
Policy context:
- Non-employee director compensation is cash retainer plus equity; no per-meeting fees disclosed .
- 2025 Equity Plan retains conservative features (no repricing, 1-year minimum vest on ≥95% of awards, double-trigger vesting on CIC, clawback applicability, no evergreen) .
Performance Compensation
| Element | Structure | Detail |
|---|---|---|
| RSU vesting | Time-based | Company discloses RSUs generally vest in equal annual installments over 3 years; dividends not paid until vest; no voting rights on RSUs |
| Performance metrics | Not applicable for director equity | No performance-conditional director equity disclosed in 2024 |
Note: Mr. Clarke had 666 RSUs scheduled to vest within 60 days of April 4, 2025 .
Other Directorships & Interlocks
| Company | Public? | Role/Committee | Interlock/Notes |
|---|---|---|---|
| Atlantic Union Bankshares Corporation | Yes (Exchange Act §12) | Former Director; Risk Management Committee | Prior public bank director experience |
| Access National Corporation | Yes (pre-acquisition) | Former President, CEO, Director | Led to AUB acquisition |
| Georgia Banking Company | No (private) | Director | Bank directorship outside LNKB’s footprint |
| FJ Capital Management | N/A | Senior Portfolio Advisor | FJ Capital is a 9.47% LNKB beneficial owner via funds; potential perceived influence channel |
Expertise & Qualifications
- Banking leadership: Former CEO/Director of a publicly listed bank; extensive community banking and capital formation experience .
- Risk oversight: Experience on a public company Risk Management Committee; Audit Chair at Virginia Tech Foundation .
- Finance/markets: Senior portfolio advisor to a financial-services-focused investment firm .
- Education: B.S. in finance and marketing, Virginia Tech .
Equity Ownership
| Item | Amount | Detail |
|---|---|---|
| Total beneficial ownership (common) | 250,224 shares | As of April 4, 2025; includes positions below; <1% of outstanding |
| IRA holdings | 187,500 shares | Held in Mr. Clarke’s IRA |
| RSUs vesting within 60 days | 666 units | Short-dated vesting relative to April 4, 2025 |
| Pledged shares | 0 | Company states no director/NEO shares are pledged |
| Shares outstanding (context) | 37,377,342 | For % ownership context |
Ownership alignment policies:
- Anti-hedging policy prohibits hedging/derivative transactions by directors, officers, employees .
- 2025 Equity Plan subjects awards to Company clawback policy and trading policy restrictions (including anti-hedging/pledging) .
Governance Assessment
-
Strengths
- Independent director with deep banking operating and public company board experience; adds risk/compliance and audit oversight credibility .
- Meets attendance thresholds; board and committees showed robust meeting cadence in 2024 (Board: 13; Audit: 8; Comp: 7) .
- No pledged shares; anti-hedging policy and clawback coverage support shareholder alignment .
- Director pay is modest with equity component capped ($50k/yr) and subject to time-based vesting; conservative plan features (no repricing, double-trigger) .
-
Watch items / potential conflicts
- Association with a significant shareholder: Mr. Clarke is a senior portfolio advisor to FJ Capital Management, whose affiliated funds reported 9.47% beneficial ownership of LNKB as of Feb. 11, 2025; while the board deems him independent, investors may monitor related influence/perceived conflicts in capital allocation or strategic decisions. RED FLAG: potential perceived interlock with a >5% holder despite independence determination .
- Multiple investor-directors on the board (e.g., Lehman at 23.34% and FJ Capital at 9.47%) could concentrate influence; governance processes (independent chair, committee independence) partially mitigate this risk .
-
Additional context
- Director compensation benchmarking utilized an independent consultant (Meridian) in 2024; committee assessed independence and found no conflicts, which supports governance process quality .
- No related-party transactions disclosed involving Mr. Clarke; related subordinated note investments disclosed relate to a different director (Parmer) .
Overall: Clarke brings seasoned community banking leadership and risk/governance expertise. Key governance risk to monitor is his advisory relationship with a large shareholder (FJ Capital) alongside concentrated ownership on the board; however, structural safeguards (independent chair, independent key committees, anti-hedging/clawback policies) are in place .