Rafael DeLeon
About Rafael E. DeLeon
Rafael E. DeLeon (age 61) is an independent director of MainStreet Bancshares, Inc. (and MainStreet Bank) since July 2021. He is Senior Vice President of Industry Engagement at Ncontracts LLC (since June 2021) and previously spent over three decades at the OCC, retiring in April 2021 as Director for Banking Relations, where he led outreach to commercial banks and taught community bank director workshops .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Office of the Comptroller of the Currency (OCC) | Director for Banking Relations (final role); joined as Assistant National Bank Examiner; Commissioned Examiner (1995) | 1989 – Apr 2021 | Led agency outreach to commercial banks; represented OCC to industry groups; instructed OCC workshops for community bank directors (regulatory compliance and risk) |
| MainStreet Bancshares, Inc. / MainStreet Bank | Director | Jul 2021 – Present | Board member; service spans Company and Bank boards |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Ncontracts LLC | SVP, Industry Engagement | Jun 2021 – Present | Advises customers on regulatory compliance; leads regulatory outreach |
| Public company boards | — | — | No other public company directorships disclosed in Company proxy materials |
Board Governance
| Attribute | Detail |
|---|---|
| Independence | Independent director under Nasdaq standards |
| Committees (2025) | Audit and Risk Committee – Chair; Nominating Committee – Member |
| Audit Committee Financial Expert | The Board designates Russell Echlov as the “audit committee financial expert” (DeLeon chairs; Echlov is the designated expert) |
| Attendance | In 2024, Board met 12 times; no director attended fewer than 75% of Board and committee meetings; all directors attended the 2024 annual meeting |
| Independent Executive Sessions | Independent directors met in executive session four times in 2024 |
Fixed Compensation
| Component (USD) | 2023 | 2024 |
|---|---|---|
| Fees Earned or Paid in Cash | $0 | $26,768 |
| Stock Awards (in lieu of cash) | $63,030 | $60,254 |
| Total | $63,030 | $87,022 |
Notes: Non-employee directors may elect cash, stock, or a mix for Board fees; stock awards reflect grant-date fair value of restricted stock received in lieu of cash under the 2019 Equity Incentive Plan .
Performance Compensation
- No performance-based compensation elements are disclosed for directors; equity received by directors is elective (in lieu of cash fees) and vests over time per plan terms, not tied to performance metrics .
Other Directorships & Interlocks
| Category | Disclosed Detail |
|---|---|
| Current public company boards | None disclosed in the Company’s proxy materials |
| Private/industry roles | SVP, Industry Engagement at Ncontracts LLC (financial services risk/compliance solutions) |
| Related-party transactions | Company disclosed ordinary-course related party loans in aggregate ($42,000 outstanding at 12/31/2024) without director-specific detail; no DeLeon-specific related party transactions disclosed |
Expertise & Qualifications
- Regulatory and supervisory expertise from 30+ years at OCC, including Director for Banking Relations; led community bank director workshops, providing strong governance and compliance insight .
- Current role advising banks on risk and compliance further supports Audit & Risk Committee leadership .
- While DeLeon chairs the Audit and Risk Committee, the Board-designated audit committee financial expert is Russell Echlov, offering complementary financial reporting expertise on the committee .
Equity Ownership
| Metric | 2024 (Record date: Mar 28, 2024) | 2025 (Record date: Apr 4, 2025) |
|---|---|---|
| Beneficial ownership (shares) | 7,148 | 10,627 |
| % of shares outstanding | <1% | <1% |
| Unvested restricted shares that may be voted (as reported) | — (not listed) | — (not listed) |
| Pledging / Hedging | Pledging of Company stock by directors is prohibited by policy | |
| Director ownership guidelines | Minimum $100,000 within 3 years of joining; until met, 100% of cash Board compensation is paid in stock; 100% net-retained shares until guideline met |
Governance Assessment
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Strengths
- Independent director with deep regulatory and compliance background; chairs Audit & Risk Committee, reinforcing board risk oversight .
- Good engagement: 2024 Board met 12 times; all directors ≥75% attendance; independent executive sessions held four times .
- Alignment: Director stock ownership guidelines and DeLeon’s equity-heavy fee elections (majority stock in 2023 and 2024) support “skin-in-the-game” alignment; pledging prohibited .
- Controls: Clawback policy adopted in line with SEC/Nasdaq requirements; Audit & Risk Committee pre-approves auditor services and oversees related-party transactions .
-
Watch items
- Committee composition relies on Echlov as designated audit committee financial expert while DeLeon chairs—ensure bandwidth and succession for financial expertise on the committee remain robust .
- Company-wide context: A 2025 shareholder proposal recommending a sale of the Company signals elevated investor scrutiny on performance and strategy; continued proactive investor engagement and oversight of strategic options are important (board opposed the proposal) .
- Related-party sensitivities: While none involve DeLeon, the Company disclosed a director’s separate marketing payments (Darrell Green) in 2024—continued vigilance via Audit & Risk oversight remains prudent .
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Independence & conflicts
- DeLeon is independent; no delinquent Section 16 filings attributed to him; no DeLeon-specific related party transactions disclosed .