Charles Brockett
About Charles C. Brockett
Independent director of MainStreet Bancshares, Inc. (MNSB). Age 61. Served on MNSB’s board since January 2017; retired as President of the Company on March 31, 2022 and as President/director of the Bank in July 2020 . Background spans community banking leadership (founder, CFO/COO of Virginia Heritage Bank; EVP, Director of Operations at Eagle Bank) and governance consulting; licensed Certified Public Accountant in Virginia .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| MainStreet Bancshares, Inc. | President; Director | President: Jan 2017–Mar 31, 2022; Director: Jan 2017–present | Led Company until 2022 retirement; continues board service |
| MainStreet Bank | President; Director | President/director until July 2020 | Transitioned to Bank President Abdul Hersiburane in 2020 |
| Eagle Bank | EVP, Director of Operations | 2014–May 2016 | Oversaw retail ops, deposit/loan ops, IT, marketing, facilities |
| Virginia Heritage Bank | Founder; Board member; CFO→COO | 2005–2014 (acquired by Eagle Bancorp) | Grew to ~$950mm assets; 5 branches; senior operating/finance roles |
| Enterprise Financial Consulting | Managing Partner | 1998–2005 | Compliance/internal controls (SOX), finance, governance consulting |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| (None disclosed at public companies) | — | — | No other public company directorships disclosed in proxy biography |
Board Governance
- Independence: The board determined in 2025 that all directors and nominees except Dick, Chmelik, and Manouchehri are independent—Brockett is independent as of the 2025 proxy . In 2024, the proxy reported Brockett as not independent (reflecting recent executive status) .
- Committees: Brockett is not listed as a member or chair of the Nominating, Compensation, or Audit & Risk Committees in 2025 and 2024 .
- Lead Independent Director: Terry M. Saeger (also Vice Chair) .
- Executive sessions of independent directors: 4 in 2024; 7 in 2023 .
- Attendance: Board met 12 times in 2024 and 11 times in 2023; no director attended fewer than 75% of board/committee meetings either year .
- 2025 shareholder votes: Say-on-pay passed (FOR 4,205,867; AGAINST 871,223; ABSTAIN 263,776); frequency “1 year” adopted (FOR 1YR 5,000,445); shareholder proposal to sell the Company failed (FOR 1,947,599; AGAINST 3,259,034; ABSTAIN 134,233) .
Fixed Compensation
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Board fees (cash) | $51,000 | $93,000 |
| Stock awards (in lieu of cash) | $15,011 | $0 |
| Total director compensation | $66,011 | $93,000 |
Notes:
- Directors may elect to receive fees in cash or restricted stock under the 2019 Plan .
- Outside director annual stock award cap: 3,000 shares; aggregate outside director cap: 25% of plan shares .
Performance Compensation
| Element | FY 2023 | FY 2024 | Plan Terms |
|---|---|---|---|
| Annual director equity (RS) | $15,011 (elected) | Not elected | Restricted stock vesting typically pro rata over 3 years; committee may set performance targets at award but none disclosed for directors |
Plan governance:
- Performance measures may be used for awards; committee retains discretion to modify/waive targets, but director-specific performance metrics were not disclosed .
- Clawback: Adopts Rule 10D-1 policy for erroneous incentive compensation recovery; awards subject to recoupment and SOX §304 forfeiture as applicable .
Other Directorships & Interlocks
| Company | Role | Interlock/Conflict Notes |
|---|---|---|
| None disclosed | — | No disclosed public company board interlocks for Brockett |
Expertise & Qualifications
- CPA (Virginia); extensive banking operations, credit, compliance, ERM, accounting, and internal controls experience .
- Founder/operator experience (Virginia Heritage Bank), scaled to ~$950mm assets prior to sale .
- Technology/operations oversight (Eagle Bank) .
Equity Ownership
| Date (Record) | Shares Beneficially Owned | % Outstanding | Unvested RS that may be voted |
|---|---|---|---|
| Mar 28, 2024 | 118,052 | 1.6% | None |
| Apr 4, 2025 | 119,935 | 1.56% | None |
Additional alignment and policies:
- Director stock ownership guidelines: minimum $100,000 within 3 years of election; until met, 100% of cash director comp paid in stock; retention of net shares required; administered by Nominating Committee .
- At $18.10 closing price on 12/31/2024, Brockett’s 119,935 shares equated to approximately $2.17 million (119,935 × $18.10), comfortably exceeding the $100,000 guideline .
- Anti-pledging: Directors/officers prohibited from pledging or margining company stock, mitigating forced-sale risk .
Recent Insider Transactions (Form 4)
| Transaction Date | Type | Shares | Price | Direct/Indirect | Post-Txn Ownership | SEC Link |
|---|---|---|---|---|---|---|
| 2025-05-29 | Purchase | 120 | $19.12 | D | 92,928 | https://www.sec.gov/Archives/edgar/data/1693577/000143774925018754/0001437749-25-018754-index.htm |
| 2024-11-25 | Purchase | 300 | $18.81 | D | 92,808 | https://www.sec.gov/Archives/edgar/data/1693577/000143774924036148/0001437749-24-036148-index.htm |
| 2024-11-21 | Purchase | 190 | $18.21 | D | 92,508 | https://www.sec.gov/Archives/edgar/data/1693577/000143774924035960/0001437749-24-035960-index.htm |
| 2024-11-21 | Purchase | 160 | $18.28 | I | 26,255 | https://www.sec.gov/Archives/edgar/data/1693577/000143774924035960/0001437749-24-035960-index.htm |
| 2024-04-24 | Purchase | 710 | $16.40 | D | 92,318 | https://www.sec.gov/Archives/edgar/data/1693577/000143774924013123/0001437749-24-013123-index.htm |
| 2024-02-21 | Purchase | 410 | $18.49 | D | 49,436 | https://www.sec.gov/Archives/edgar/data/1693577/000143774924005198/0001437749-24-005198-index.htm |
Source: Insider-trades skill output; consistent pattern of open-market buying in 2024–2025, both direct and indirect accounts [insider-trades JSON records above].
Governance Assessment
- Independence and tenure: Transition to independent status by 2025 enhances board oversight credibility following prior executive service; continuous attendance supports engagement .
- Committee influence: Not seated on Audit & Risk, Compensation, or Nominating—limits direct role in key governance levers; chairs rotated to Rust (Nominating), Saeger (Comp), DeLeon (Audit & Risk) in 2025 .
- Ownership alignment: Material personal stake (~1.56%); recurring open-market purchases are positive alignment signals; no unvested RS voting rights, and anti-pledging policy reduces misalignment risk [insider-trades links].
- Director compensation: YoY increase and shift toward cash (2024) vs cash+equity (2023); still within plan constraints; outside director equity capped; no meeting/committee fee detail provided; monitor cash/equity mix trends .
- Conflicts/related-party exposure: Company discloses related-person loans in ordinary course with conservative aggregate levels ($42,000 at 12/31/2024); no Brockett-specific related-party transactions disclosed; Audit & Risk Committee pre-approves auditor services and reviews related-party transactions .
- Shareholder confidence: 2025 votes supported board proposals, including Say-on-Pay and annual frequency; sale proposal failed—signals investor support for current strategy; relevant to board stability and mandate (Brockett included) .
RED FLAGS
- None disclosed specific to Brockett: no Section 16 delinquencies (note pertains to Echlov in prior year), no pledging, no disclosed related-party transactions tied to Brockett .
Potential Monitoring Items
- Continued committee non-membership reduces formal oversight impact; consider whether future committee assignment aligns with his audit/operations expertise .
- Director compensation structure transparency: absence of detailed fee components (retainer vs. chair/membership/meeting fees) inhibits benchmarking; watch future proxies for clarity .
- Equity plan scope and dilution: 2024 amendment increased plan capacity by 500,000 shares; outside director equity capped; monitor usage and dilution effects .