Terry Cornish
About Terry Cornish
Terry Cornish, age 57, is Senior Vice President and Chief Credit Officer of Marathon Bank (MBBC) and has been in this role since July 2019; he joined Marathon Bank in 2014 and has over 20 years of credit experience . As of September 30, 2025, Cornish beneficially owned 34,957 MBBC shares (1.2% of shares outstanding), with significant holdings in the company’s 401(k) plan and ESOP, and unvested equity awards under MBBC’s 2022 Equity Incentive Plan . MBBC prohibits executive hedging and pledging of company stock, and the company reports no pledges by directors or executive officers; Cornish is subject to this policy framework . MBBC’s financial trend shows revenue stability and a swing in net income from FY 2023 to FY 2025; EBITDA was not available via S&P Global data (see table and disclaimer below) [GetFinancials, S&P Global]*.
Company Performance (context)
| Metric | FY 2023 | FY 2024 | FY 2025 |
|---|---|---|---|
| Revenues ($USD) | $1,040,281* | $726,024* | $748,920* |
| Net Income ($USD) | $1,672,070 | -$186,994 | $42,445 |
Values retrieved from S&P Global. * indicates S&P Global values provided without document citations.
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Marathon Bank (MBBC) | Senior Vice President & Chief Credit Officer | 2019–present | Leads credit risk oversight; supports asset quality and portfolio risk management . |
| Marathon Bank (MBBC) | Vice President & Senior Credit Analyst | 2015–2019 | Credit analysis and underwriting; supports prudent lending standards . |
| Marathon Bank (MBBC) | Joined organization | 2014–present | Long-tenured executive; continuity in credit leadership . |
External Roles
None disclosed in MBBC proxy statements for Terry Cornish .
Fixed Compensation
Not disclosed for Terry Cornish; he is not a “named executive officer” in MBBC’s Summary Compensation Tables (which cover CEO, CFO, and COO) .
Performance Compensation
- MBBC operates a short-term bonus program for executives where payouts have been based on corporate objectives (e.g., second-step conversion completion, asset quality strength, net income growth, and loan portfolio risk reduction), with FY 2025 and FY 2024 bonuses disclosed for NEOs only; Cornish-specific bonus metrics and payouts are not disclosed .
- Equity incentives under the 2022 Equity Incentive Plan vest 20% per year over five years, with accelerated vesting upon death, disability, or involuntary termination on or following a change in control; grants include stock options and restricted stock awards for eligible employees and directors .
Note: No specific performance metric weightings, targets, or payouts are disclosed for Cornish; plan-level practices are provided for context .
Equity Ownership & Alignment
| Ownership Detail | FY 2023 | FY 2024 | FY 2025 |
|---|---|---|---|
| Total Beneficial Ownership (shares) | 20,239 | 22,197 | 34,957 |
| Ownership % of Shares Outstanding | <1% | 1.0% | 1.2% |
| 401(k) Plan Shares | 16,432 | 16,985 | 25,816 |
| ESOP Shares | 598 | 792 | 1,478 |
| Unvested Restricted Stock | 2,248 | 1,711 | 1,612 |
| Stock Options Acquirable within 60 Days | 655 | 2,010 | 4,619 |
| Pledging/Hedging Status | Prohibited by policy; no pledges reported for execs/directors | Prohibited; one late Form 4 for Cornish noted in FY 2024 | Prohibited; no delinquent filings reported in FY 2025 |
- Anti-hedging/anti-pledging: Executives are prohibited from short sales, derivatives, and pledging (margin accounts barred); exceptions require board approval, and none have been granted .
- Share pledging: MBBC confirms no director or executive officer has pledged MBBC stock as collateral .
- Equity plan scope: 2022 Equity Incentive Plan authorizes options and restricted stock/RSUs; total authorized shares and vesting terms disclosed at plan level .
Employment Terms
- Change-in-control agreements: MBBC maintains individual change-in-control agreements for certain executives (explicitly CFO and COO), providing 1x salary plus highest target bonus (last three performance periods) upon qualifying termination post-CIC, plus up to 12 months of COBRA premium reimbursement with tax gross-up; Cornish’s participation is not specifically disclosed .
- CEO employment agreement (context): CEO severance is 2x salary+bonus for qualifying termination, 3x post-CIC, with COBRA gross-up; included for governance context only .
- Restrictive covenants: CEO agreement includes one-year non-compete and non-solicit; similar covenants for other executives are not detailed in proxies; Cornish’s agreement terms are not disclosed .
- Clawback provisions: Not specifically disclosed in proxies; MBBC references Code of Ethics and insider trading policy but no explicit clawback description .
Investment Implications
- Alignment: Cornish’s 1.2% ownership, largely via retirement plans (401[k]/ESOP), plus unvested restricted stock and options, indicates meaningful skin-in-the-game and alignment with long-term value creation for a small-cap community bank .
- Vesting-driven supply: Ongoing 20% annual vesting for restricted stock and options may create periodic potential selling pressure; absence of pledging and hedging reduces forced-sale risks .
- Retention/transition risk: Lack of a disclosed individual employment or CIC agreement for Cornish (unlike CFO/COO) introduces uncertainty around severance economics, but plan-level accelerated vesting on CIC supports retention incentives .
- Governance signals: Late Section 16 filings noted for Cornish in FY 2024 improved to no delinquencies in FY 2025, which suggests tightening compliance controls; anti-hedging/pledging framework is investor-friendly .
- Performance backdrop: MBBC’s financials show volatile net income across FY 2023–2025; while this reflects company-wide conditions rather than Cornish alone, credit leadership is central to asset quality and portfolio risk outcomes in community banking .