Patsy Rust
About Patsy Rust
Patsy I. Rust, age 83, is an independent director of MainStreet Bancshares, Inc. and has served on the Bank’s board since 2008. She is a founding shareholder and organizer of the Bank, and previously served as Senior Vice President from inception until her retirement in September 2008. Rust’s 30-year banking career in Northern Virginia included business development and management roles at Millennium Bank, N.A., BB&T, F&M Bank, and Bank of the Potomac; she completed continuing education through the American Institute of Banking, Virginia Bankers Association, and the University of Virginia. Her biography emphasizes operational and financial expertise, branch management, and sustained civic leadership in Herndon, Virginia.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| MainStreet Bank | Senior Vice President | Until retirement in Sep 2008 | Founding shareholder/organizer; operational, administration and financial matters expertise; brings business opportunities to the Bank |
| Millennium Bank, N.A.; BB&T; F&M Bank | Business development and management | Not disclosed | Banking operations and product/service knowledge |
| Bank of the Potomac | Founder/Organizer; responsible for personnel, facilities, marketing, operations, branch management | Not disclosed | De novo bank organizing; branch opening/management |
| Retail business (prior to banking) | Owner | Not disclosed | Entrepreneurial experience |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Herndon civic and charitable organizations | Various leadership roles (e.g., Chairman of Dranesville District Republican Party; organized Sister Cities International of Herndon) | Over past 41 years | Community leadership; awards include Woman of the Year (Business & Professional Woman’s Club) |
No public company directorships are disclosed in Rust’s biography.
Board Governance
- Independence status: Board determined Rust is independent under Nasdaq standards; all current directors and nominees except Messrs. Dick, Chmelik, and Manouchehri are independent. Independent directors held four executive sessions in 2024.
- Attendance and engagement: Board met 12 times in 2024; no director attended fewer than 75% of Board and committee meetings; all directors attended the virtual-only 2024 annual meeting.
- Term grouping: Rust’s term expires in 2027 under the classified board structure.
| Committee | FY 2023 | FY 2024 | FY 2025 |
|---|---|---|---|
| Nominating | Member (Elizabeth S. Bennett*, chair) | Member (Elizabeth S. Bennett*, chair) | Chair (Patsy J. Rust*) |
| Compensation | Member | Member | Member |
| Audit & Risk | Chair (Patsy I. Rust*) | Chair (Patsy I. Rust*) | Member (Rafael E. DeLeon*, chair) |
- Audit & Risk oversight: The committee pre-approves audit and permissible non-audit services; issued its report recommending inclusion of audited 2024 financials in the Form 10-K; chair is Rafael E. DeLeon as of 2025.
- Risk oversight process includes CRO/CCO independent reporting lines to Audit & Risk; periodic cyber risk reporting integrated into ERM.
Fixed Compensation
| Year | Fees Earned or Paid in Cash | Stock Awards (RSAs) | Option Awards | All Other Compensation | Total |
|---|---|---|---|---|---|
| 2024 | $90,000 | — | — | — | $90,000 |
- Directors may elect to receive board fees in cash or equivalent value of restricted stock under the 2019 Equity Incentive Plan; Rust elected cash in 2024.
- No option awards to directors were outstanding as of April 4, 2025.
Performance Compensation
| Feature | Detail |
|---|---|
| Equity election | Directors can elect to receive annual board compensation in common stock at market value at grant under the 2019 Plan; no options currently intended to be granted. |
| Plan capacity | 650,000 shares reserved; 446,121 available as of April 4, 2025; 251,042 restricted shares reserved for issuance upon vesting. |
| Outside director limits | Aggregate outside director awards capped at 25% of total authorized; max per outside director per year is 3,000 shares (options + restricted stock). |
| Clawback | Awards subject to recoupment upon accounting restatement due to misconduct or under Company policy/SOX forfeiture provisions. |
| Option repricing | Cash-outs or repricing of underwater options prohibited without shareholder approval. |
The proxy does not disclose specific performance metrics (e.g., TSR, ROE) tied to director compensation; directors’ compensation is primarily fixed fees with an equity election option.
Other Directorships & Interlocks
| Category | Disclosure |
|---|---|
| Current public company boards | None disclosed for Rust in the proxy biography. |
| Shared directorships with competitors/suppliers/customers | Not disclosed. |
| Prior public company boards | Not disclosed. |
| Private/non-profit/academic boards | Civic leadership roles disclosed; no other formal boards specified. |
Expertise & Qualifications
- Banking operations and administration expertise; 30-year regional banking experience; organizer of two de novo community banks and branch management.
- Continuing education: American Institute of Banking, Virginia Bankers Association, University of Virginia.
- The Board’s independence assessment and committee memberships confirm governance familiarity; Rust chaired Audit & Risk historically and chairs Nominating as of 2025.
Equity Ownership
| Item | Value |
|---|---|
| Total beneficial ownership | 26,801 shares (sole or shared voting/investment power per Rule 13d-3 definition) |
| % of shares outstanding | <1% (Company outstanding shares: 7,703,197 as of April 4, 2025) |
| Options (exercisable/unexercisable) | None held by any director as of record date. |
| Vested vs unvested shares | Beneficial ownership includes vested stock awards; unvested breakdown not disclosed. |
| Pledging/hedging | Not disclosed; Director Stock Ownership Guidelines require “free and clear” ownership for guideline shares. |
| Ownership guidelines | Minimum $100,000 fair market value within 3 years of election/appointment (or within 3 years of guideline adoption); until met, 100% of director cash compensation paid in stock; must retain 100% of net shares from vesting/exercise; administered by Nominating Committee; may be waived for hardship/court order. |
Governance Assessment
- Strengths: Long-tenured banking operator with deep branch and operations experience; founding shareholder; historic Audit & Risk chair and current Nominating chair, indicating board trust in governance oversight; independent under Nasdaq rules; attendance met board thresholds and engaged in annual meeting participation; committee risk oversight processes are robust (pre-approval of audit services, cybersecurity reporting).
- Alignment: Beneficial ownership of 26,801 shares; Director Stock Ownership Guidelines mandate material personal investment and retention; directors can elect equity in lieu of cash—Rust elected cash in 2024 (no RSAs), which is permitted under the plan and guidelines once compliance is achieved; specific compliance status versus $100,000 threshold is not disclosed.
- Committee effectiveness: Transition of Audit & Risk chair from Rust (2023–2024) to DeLeon (2025) may reflect refreshment and specialization; Rust’s move to Nominating chair positions her directly over director pipeline and guideline administration.
- Potential conflicts/related party exposure: Bank permits director/officer banking relationships under Regulation O; aggregate outstanding related party loans were $42,000 at year-end 2024 and reported as ordinary-course, market terms, without abnormal risk; Audit & Risk Committee reviews related party transactions above $120,000 for conflicts. No Rust-specific related party transaction is disclosed.
- Red flags and risks: None specific to Rust are disclosed (no delinquent Section 16(a) reports listed for her; no pledging, hedging, tax gross-ups, or option repricing). Board refreshment noted with one long-time director’s retirement and a new nominee; Rust’s tenure and age underscore succession planning considerations for committee leadership continuity.
Overall signal: Rust’s profile reflects experienced bank operations oversight, historical audit chairmanship, and current leadership of the Nominating Committee, with independence affirmed and attendance adequate. Compensation is fully fixed cash for 2024; equity alignment exists via beneficial ownership and guidelines, though explicit compliance status versus the $100,000 threshold is not disclosed. Related-party lending exposure appears minimal and policy-controlled.