Darrell Green
About Darrell Green
Darrell Green, 65, is an independent director of MainStreet Bancshares and MainStreet Bank, with board service at the Bank since 2013 and at the Company since its formation in 2016. He is Associate Director of Athletics at George Mason University (since 2016), holds a B.S. in general studies and social science from St. Paul’s College, and is a Pro Football Hall of Fame inductee (2008). He was an organizing director and shareholder of the Bank, left shortly after opening in 2004 for personal reasons, and rejoined in April 2013, bringing ethics, community leadership, and business/marketing skills to the Board .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Washington Commanders (formerly Redskins) | Professional football player | 20-year playing career (years not specified) | NFL Man of the Year (1996); Pro Football Hall of Fame inductee (2008); NFL 100th Anniversary All-Time Team; number retired in 2024 |
| Darrell Green Enterprises, Inc. | Founder; marketing company facilitating athlete opportunities | Founded in 2003 | Business and marketing expertise leveraged for community and brand engagement |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| George Mason University | Associate Director of Athletics | Since 2016 | Development partners, external media/marketing, student athletic development programming |
| Darrell Green Youth Life Foundation (DGYLF) | Founder | Not disclosed | Operates Youth Life Learning Centers; established a Business Council for Youth |
| Baltimore-Washington 2012 Olympic Bid | Board member | Not disclosed | Community leadership |
| NFL/NFLPA September 11th Relief Fund | Board member | Not disclosed | Community leadership |
| Loudoun Education Foundation | Board member | Not disclosed | Community leadership |
Board Governance
- Committee assignments: Member, Nominating Committee; not a chair .
- Independence: Independent under Nasdaq standards; all committee members for Compensation, Nominating, and Audit & Risk are independent .
- Attendance: Board met 12 times in 2024; no director attended fewer than 75% of Board and applicable committee meetings; all directors attended the virtual-only 2024 annual meeting .
- Years of service: Bank director since 2013; Company director since its formation in July 2016 .
- Executive sessions: Independent directors met in executive session four times in 2024; the Board maintains a Lead Independent Director (Terry M. Saeger) .
- Committee activity: Nominating Committee met once in 2024; Compensation Committee met once in 2024; each operates under a written charter .
- Related-party transaction oversight: Audit & Risk Committee reviews related party transactions exceeding $120,000; audit services are pre-approved by the Committee .
Fixed Compensation
| Year | Cash Fees | Equity Awards (Restricted Stock, grant-date fair value) | Options | All Other Compensation | Total |
|---|---|---|---|---|---|
| 2024 | $26,719 | $60,310 (restricted stock in lieu of cash per director election under 2019 Plan) | $0 | $40,800 (payments for marketing services to the Bank) | $127,829 |
- Directors may elect to receive Board compensation in cash or common stock; stock awards reflect restricted stock granted in lieu of cash under the 2019 Equity Incentive Plan .
Performance Compensation
| Plan Feature | Detail |
|---|---|
| Available shares under 2019 Plan | 446,121 shares available as of April 4, 2025 |
| RSUs reserved | 251,042 shares reserved for issuance upon vesting |
| Outside director annual grant cap | Max 3,000 shares per outside director per calendar year |
| Aggregate limit for outside directors | Not to exceed 25% of authorized shares under the Plan |
| Options policy | Board has no current intention to grant options; no repricing or cash-out of underwater options without shareholder approval |
| Clawback | Awards subject to clawback for restatements and under Company policy; Rule 10D-1 compliant clawback adopted |
- No director-specific performance metrics (e.g., TSR, revenue) are disclosed for non-employee director compensation .
Other Directorships & Interlocks
- No other public company directorships disclosed in Mr. Green’s proxy biography .
- Non-profit/academic boards include Baltimore-Washington 2012 Olympic Bid, NFL/NFLPA September 11th Relief Fund, and Loudoun Education Foundation .
Expertise & Qualifications
- Organizing director/shareholder with long-standing advocacy for the Bank; brings “exceptional ethics and community leadership” and “strong business and marketing skills” .
- Athletic department leadership experience and marketing enterprise founder, supporting brand development and community engagement .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | Notes |
|---|---|---|---|
| Darrell Green | 30,317 | <1% | Includes directors’ vested stock awards; no options outstanding for any directors/NEOs as of record date |
| Shares outstanding (record date) | 7,703,197 | — | Record date: April 4, 2025 |
- Director ownership guidelines require a minimum $100,000 fair market value within three years of appointment/election; until achieved, 100% of cash compensation is paid in stock and net shares from awards must be retained .
- Policy prohibits pledging of Company stock by directors and officers .
Governance Assessment
- Strengths:
- Independent director with consistent attendance; participates on Nominating Committee under written charter .
- Alignment mechanisms: director stock ownership guidelines and clawback coverage for equity awards; anti-pledging policy reduces collateral risk .
- Board holds regular independent executive sessions; established Lead Independent Director enhances oversight .
- Potential conflicts / RED FLAGS:
- $40,800 payments for “marketing services to the Bank” represent related-party exposure beyond standard director fees; while below the $120,000 threshold for mandatory Audit & Risk Committee review, it is a governance sensitivity to monitor for scope, approval process, and recurring nature .
- Compensation mix and signals:
- Material use of equity in lieu of cash under the 2019 Plan suggests alignment with shareholders; absence of options and prohibition on repricing are shareholder-friendly .
- Overall view:
- Board effectiveness supported by independence, attendance, and governance policies; however, recurring service payments to a director warrant continued oversight to mitigate perceived conflicts and ensure transparent approval and disclosure controls .