Paul Haddock
About Paul Thomas Haddock
Paul Thomas Haddock (age 85) is an independent director of MainStreet Bancshares, Inc. (MNSB) with a current term expiring in 2026; he has served on the Bank’s board since 2003 and has served on the holding company board since its 2016 formation . He is President of Azure, Inc. (founded 1984), and previously founded and managed Vacation Places (1981–1999); earlier he held engineering and management roles at Westinghouse Electric (1958–1965) and Scope Inc. (1965–1981) . Haddock earned a B.S. in Electrical Engineering (1963), a B.S. in Industrial Engineering (1964), and a master’s in liberal arts (1967) from Johns Hopkins University . He chairs the Bank’s Loan Committee and brings deep real estate, small business advisory, and dispute mediation experience to the board .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Azure, Inc. | President (founder) | 1984–present | Advises entrepreneurs and small businesses on business models |
| Vacation Places | Founder/Manager | 1981–1999 | Commercial real estate and vacation property management |
| Scope Inc. | Engineering/Managerial Positions | 1965–1981 | High‑tech engineering/management in Reston, VA |
| Westinghouse Electric | Engineer (radar/satellites) | 1958–1965 | Engineering in Baltimore, MD |
| Professional Mediator | Trained mediator | 1991–2008 | Business dispute resolution |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Stuart Professional Village (Herndon, VA) | President | Current | Property association board leadership |
| Grant Business Center (Herndon, VA) | Vice President | Current | Property association board leadership |
| Dulles Crossroads Condominium Association (Herndon, VA) | Director | Current | Property association board leadership |
| Various Property Associations | Director | Since 1983 | Served on seven property association boards across MD/FL/VA |
Board Governance
- Independence: The board determined Haddock is independent under Nasdaq standards; only Messrs. Dick, Chmelik, and Manouchehri are non‑independent .
- Committees (Company): Audit and Risk; Compensation; Nominating (not a chair on these) .
- Bank Role: Chair of the Bank’s Loan Committee (credit/risk oversight) .
- Attendance: The board met 12 times in 2024 and no director attended fewer than 75% of board and committee meetings .
- Executive Sessions: Independent directors met in executive session four times in 2024 .
- Lead Independent Director: Terry M. Saeger (also Vice Chair) .
- Audit Committee Financial Expert: Russell Echlov (not Haddock) .
Committee Memberships (2024)
| Committee | Members | Chair |
|---|---|---|
| Audit and Risk | DeLeon, Echlov, Haddock, Rust, Saeger | DeLeon |
| Compensation | Saeger, Echlov, Haddock, Rust | Saeger |
| Nominating | Rust, DeLeon, Echlov, Green, Haddock, Saeger | Rust |
Fixed Compensation (Director – 2024)
| Component | Amount |
|---|---|
| Fees Earned or Paid in Cash | $96,000 |
| Stock Awards | $0 |
| Option Awards | $0 |
| All Other Compensation | $0 |
| Total | $96,000 |
Directors may elect to receive board compensation in cash or in common stock under the 2019 Equity Incentive Plan; outside directors are capped at 3,000 shares per year and 25% of plan shares in aggregate . Several peers elected stock in lieu of cash in 2024; Haddock did not .
Performance Compensation
- The proxy does not disclose performance‑conditioned pay for directors; director equity (when elected) is structured as restricted stock in lieu of cash fees rather than performance‑vested awards .
- There are no outstanding stock options for any directors as of the record date .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards | None disclosed for Haddock |
| Prior public company boards | None disclosed for Haddock |
| Notable interlocks (competitors/suppliers/customers) | None disclosed; related‑party lending is de minimis and on market terms (aggregate $42,000 at 12/31/2024 across all related persons, no individuals named) |
Expertise & Qualifications
- Real estate investment and risk analysis; small business advisory; dispute mediation; long‑tenured credit oversight as Bank Loan Committee Chair .
- Technical foundation: Electrical and Industrial Engineering degrees; applied engineering experience (radar/satellite programs) .
- Board capacity: Serves on all three key board committees (Audit and Risk, Compensation, Nominating) .
Equity Ownership
| Metric | Value |
|---|---|
| Beneficial Ownership (shares) | 17,160 shares |
| Percent of Shares Outstanding | <1% |
| Unvested Restricted Shares that may be voted | None (not listed with voting-eligible unvested shares) |
| Options (exercisable/unexercisable) | None for any directors |
| Value Proxy Reference Point | Company stock closed at $18.10 on 12/31/2024 (used in equity valuation tables) |
| Approximate Stake Value at 12/31/2024 | ≈$310,600 (17,160 × $18.10) |
| Director Ownership Guideline | Minimum $100,000 within 3 years; cash fees paid in stock until met |
| Pledging/Hedging | Policy prohibits directors from pledging Company stock; insider trading policy in place |
Governance Assessment
- Strengths:
- Independent director serving on Audit and Risk, Compensation, and Nominating—broad governance coverage and experience as Bank Loan Committee Chair aligns with credit and risk oversight needs .
- Attendance threshold met; board held 12 meetings, and independent executive sessions were convened four times, indicating active oversight .
- Ownership alignment appears strong: 17,160 shares; at the 12/31/2024 reference price of $18.10, stake approximates ~$310k, above the $100k director guideline threshold, and policy prohibits pledging .
- No Section 16(a) filing issues noted for Haddock; the company reported compliance by directors in 2024 except for one incident involving another director (Echlov) .
- Watch Items / Potential Red Flags:
- Very long tenure (Bank board since 2003; Company board since 2016) raises typical refreshment questions; board has taken recent refreshment steps (2024 retirement of a long‑time director and nomination of a new director) .
- 2024 director compensation for Haddock was entirely cash (no equity election), although his existing share ownership mitigates alignment concerns; peers opted for stock in lieu of cash .
- Shareholder activism context: a 2025 shareholder proposal urged a sale of the Company, which the board opposed; while not specific to Haddock, it reflects investor scrutiny of performance and strategy .
Board Governance Details and Policies (Context)
- Independence: All directors and nominees other than Messrs. Dick, Chmelik, and Manouchehri are independent; committee independence standards are met .
- Clawback: Policy for recovery of erroneously awarded incentive compensation adopted in line with Rule 10D‑1 and Nasdaq standards .
- Related Party Transactions: Banking relationships with insiders permitted under Regulation O; aggregate related‑party loans outstanding were $42,000 at 12/31/2024, on market terms and ordinary course .
- Lead Independent Director structure: Saeger as Vice Chair and Lead Independent Director; independent sessions and governance processes described .
Overall, Haddock brings deep credit, real estate, and small business expertise and serves broadly across key committees with independence and satisfactory attendance; ownership alignment appears solid and policy architecture (anti‑pledging, clawback) reduces governance risk, though long tenure and 2024 all‑cash director pay warrant continued monitoring within the board’s refreshment and alignment frameworks .