Ali Manouchehri
About Ali Reza Manouchehri
Ali Reza Manouchehri (age 48) is a digital technology executive with extensive federal contracting experience, notably in defense and national security. He joined the MainStreet Bank Board of Directors in February 2024 and is nominated to the Company’s Board for election to a three‑year term at the 2025 Annual Meeting. He holds a B.A. in Philosophy from George Mason University. The Company’s Board determined that, as of the proxy date, he is not independent under Nasdaq standards, unlike most other directors and nominees.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| MetroStar Systems, LLC | Co‑founder and Chief Executive Officer | 1999–present; scaled to 500+ employees; supports 40+ programs across defense, national security and civilian agencies | Technology, operational risk and growth expertise relevant to bank board oversight |
| Zoomph | Co‑founder and Chair | Not disclosed | Sports media measurement and valuation platform; technology/analytics exposure |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Professional Services Council | Board of Directors | Not disclosed | Advocacy for government services sector; regulatory/contracting insights |
| Leukemia & Lymphoma Society (Mid‑Atlantic Region) | Board of Trustees | Not disclosed | Community engagement and governance experience |
Board Governance
- Independence: The Board determined that Ali Manouchehri is not independent under Nasdaq standards as of April 17, 2025 (others are independent except Messrs. Dick and Chmelik). This impacts eligibility for independent‑only sessions and committee service.
- Committees: Not listed as a member of the Company’s Nominating, Compensation, or Audit & Risk Committees in 2024/2025 proxy materials. Chairs: Nominating – Patsy I. Rust; Compensation – Terry M. Saeger; Audit & Risk – Rafael E. DeLeon.
- Attendance: Company board met 12 times in 2024; no director attended fewer than 75% of meetings. Note: Ali served on the Bank board in 2024; Company‑level attendance for him is not disclosed.
- Lead Independent Director: Terry M. Saeger serves as Vice Chair and Lead Independent Director; independent directors held four executive sessions in 2024.
- Risk oversight: Robust Audit & Risk oversight with independent reporting lines from CRO/CCO; periodic cybersecurity reporting; related‑party transaction review administered by Audit & Risk.
Fixed Compensation
- Director fees structure: Non‑employee directors may elect cash, stock, or a combination under the 2019 Equity Incentive Plan. Ali was not a Company director in 2024, and no Company director compensation for him is disclosed in 2024.
- Equity Incentive Plan parameters (directors): Aggregate director awards capped at 25% of shares authorized; annual limit of 3,000 shares to any outside director; no option repricing or cash‑outs; awards subject to clawback.
Performance Compensation
- Performance metrics for directors: Not disclosed; director equity is elective in lieu of cash, not tied to specific performance metrics. Clawback policy applies to incentive‑based compensation and equity awards upon certain restatements.
Other Directorships & Interlocks
- Public company boards: None disclosed.
- Private/non‑profit boards: Professional Services Council (board), LLS Mid‑Atlantic (trustee). No disclosed interlocks with MNSB competitors, suppliers, or customers.
Expertise & Qualifications
- Technical expertise: Digital IT services for federal agencies; defense/national security domain experience; operational risk and credit insights from scaling a technology firm.
- Board qualifications: Technology acumen, strategic business experience; growth, operational risk, and credit perspectives valued by Company/Bank.
Equity Ownership
| Metric | Value | Notes |
|---|---|---|
| Beneficial ownership (shares) | 7,733 | Less than 1% of outstanding shares |
| Ownership % | <1% | Asterisk denotes <1% per proxy |
| Unvested restricted shares (voting) | None | Not listed with unvested restricted shares |
| Options | None | No options held by directors/nominees/NEOs as of record date |
| Record date reference | April 4, 2025 | 7,703,197 shares outstanding on record date |
| Pledging | Prohibited | Policy bans pledging/margin use for directors/officers |
| Director ownership guideline | $100,000 within 3 years | Until met, 100% of cash comp paid in stock; retain net shares from vesting/exercise |
Governance Assessment
- Independence status: Not independent under Nasdaq standards; this can constrain committee eligibility (e.g., audit/comp/nom committees require independence) and exclude participation in independent executive sessions—an investor confidence consideration.
- Committee engagement: No Company committee assignments disclosed; as a new nominee, committee placement remains to be determined—monitor post‑election committee roles for board effectiveness signals.
- Ownership alignment: Holds 7,733 shares (<1%); subject to a $100,000 director stock ownership guideline within three years and anti‑pledging policy—positive alignment, though current stake is modest relative to guideline.
- Conflicts/related party exposure: Proxy discloses related‑party loans aggregate of $42,000 in 2024, with Audit & Risk oversight; no specific transactions involving Ali are disclosed—continue monitoring given outside leadership at MetroStar and Zoomph.
- Risk indicators: No Section 16(a) delinquency noted for Ali (one inadvertent Form 4 omission attributed to another director); clawback policy and no‑repricing stance are shareholder‑friendly.
Implications: Ali brings valuable federal technology and cybersecurity‑adjacent experience that can strengthen IT and operational risk oversight. However, his non‑independent status and lack of disclosed committee roles temper near‑term governance influence; watch for committee placements, equity guideline progress, and any related‑party disclosures post‑election to assess alignment and potential conflicts.