Russell Echlov
About Russell Echlov
Russell Echlov, 50, is an independent director of MainStreet Bancshares, Inc. and MainStreet Bank, serving since December 2018. He is Partner/Founder of Ledyard Capital (since October 2020) and previously served as Senior Portfolio Manager at RMB Capital Management’s Mendon Capital Strategy (2014–2020); earlier roles included positions at Mendon Capital Advisors, Keefe, Bruyette & Woods, FrontPoint Stadia, Columbia Financial Partners, and Spring Hill Capital Partners. He holds a bachelor’s degree in Modified Economics and Geography from Dartmouth College. The Board has determined Echlov is independent under Nasdaq rules and designated him an Audit Committee Financial Expert under SEC Regulation S‑K Item 407(d)(5).
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Ledyard Capital | Partner/Founder | Oct 2020–present | Financial services-focused asset management; industry knowledge in bank analysis. |
| RMB Capital Mgmt (Mendon Capital Strategy) | Senior Portfolio Manager | 2014–2020 | Community banking strategy oversight; financial/ALCO/operational risk analysis. |
| Mendon Capital Advisors | Associate; later return in 2017 | 1997; returned 2017 | Equity strategy focused on financials. |
| Keefe, Bruyette & Woods | Investment role (various) | 2001 onward (various) | Sell-side financials experience. |
| FrontPoint Stadia | Investment role | 2001 onward (various) | Alternative strategies exposure. |
| Columbia Financial Partners | Investment role | 2001 onward (various) | Credit/financial analysis. |
| Spring Hill Capital Partners | Investment role | 2001 onward (various) | Operational risk and governance analysis. |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| InsCorp, Inc. | Director | Since 2020 | Public-company bank holding company in TN; also director of INSBANK. |
| INSBANK (subsidiary of InsCorp) | Director | Since 2020 | Community bank oversight; audit experience. |
| Independence Bancshares, Inc. | Director | 2015–2018 | Prior public bank board experience. |
Board Governance
- Committees: Nominating, Compensation, Audit and Risk; not a chair. Committee chairs: Nominating—Patsy I. Rust; Compensation—Terry M. Saeger; Audit and Risk—Rafael E. DeLeon.
- Audit Committee Financial Expert designation; independent status under Nasdaq rules (all directors except Dick, Chmelik, Manouchehri).
- Attendance: Board met 12 times in 2024; no director attended fewer than 75% of Board and committee meetings; all directors attended the virtual 2024 Annual Meeting.
- Executive sessions: Independent directors met in executive session four times in 2024; Lead Independent Director is Terry M. Saeger.
- Related-party oversight: Audit and Risk Committee pre-approves all auditor services and reviews related-party transactions (> $120,000) for conflicts; aggregate related-party loans outstanding were $42,000 at 12/31/2024 (ordinary course, comparable terms).
Fixed Compensation (Director)
| Year | Fees Earned or Paid in Cash | Stock Awards | Option Awards | All Other Compensation | Total |
|---|---|---|---|---|---|
| 2024 | $96,000 | $0 | $0 | $0 | $96,000 |
- Directors may elect cash or stock (restricted stock) under the 2019 Equity Incentive Plan for annual Board compensation; the Board does not currently intend to grant options.
- Director Stock Ownership Guidelines require maintaining at least $100,000 in Company stock within three years of election; until met, 100% of cash compensation is paid in common stock (administered by Nominating Committee). Echlov’s receipt of cash fees in 2024 suggests guideline compliance, though explicit individual compliance status is not disclosed in the proxy.
Performance Compensation (Director)
| Item | Details |
|---|---|
| Annual equity election | Directors can elect to receive Board compensation in common stock at market value on grant date; outside director annual cap 3,000 shares; aggregate outside director cap 25% of plan. |
| Options | None currently granted; plan permits options but Board has no current intention to use them; no repricing allowed. |
| Clawback | Awards subject to clawback in event of restatement or under Company policy/SOX. |
| 2019 Plan availability | Shares remaining available: 446,121; unvested restricted stock reserved: 251,042. |
| Performance metrics | No performance-based metrics disclosed for director equity; awards are service/election-based. |
Other Directorships & Interlocks
| Company | Relationship to MNSB | Potential Interlock/Conflict Notes |
|---|---|---|
| InsCorp, Inc. (INSB) | Unrelated; external directorship | Banking sector overlap; no MNSB-disclosed transactions with InsCorp/INSBANK; Audit Committee reviews related-party transactions for conflicts. |
| Independence Bancshares (prior) | None | Historical role; no current interlock. |
Expertise & Qualifications
| Category | Details |
|---|---|
| Education | BA in Modified Economics & Geography, Dartmouth College. |
| Designations | Audit Committee Financial Expert (SEC Reg S‑K 407(d)(5)). |
| Domain expertise | Financial statement analysis, credit, ALCO, operational risk, corporate governance, technology. |
| Industry experience | 25+ years analyzing financial services; roles across asset management and sell-side. |
Equity Ownership
| Metric | Value |
|---|---|
| Beneficial ownership (Apr 4, 2025) | 5,078 shares; less than 1% of outstanding (7,703,197 shares). |
| Unvested director RSUs/options | None disclosed; proxy reports no options held by directors; outstanding plan balance relates to employee grants. |
| Pledging | Company policy prohibits director/officer pledging of Company stock; no pledging disclosed. |
| Ownership guidelines | Minimum $100,000 in stock; administered by Nominating Committee. |
Insider Trades (Form 4/5) — Alignment Signals
| Transaction Date | Filing Date | Type | Shares Transacted | Price | Post-Transaction Ownership |
|---|---|---|---|---|---|
| 2024-04-26 | 2024-04-26 | Open market purchase | 200 | $15.62 | 3,803 |
| 2024-05-02 | 2024-05-02 | Open market purchase | 200 | $16.02 | 4,003 |
| 2024-12-11 | 2024-12-11 | Open market purchase | 103 | $19.50 | 5,013 |
| 2024-12-11 | 2024-12-11 | Open market purchase | 47 | $19.45 | 5,060 |
| 2024-12-31 | 2025-02-03 | Form 5 — late reported DRIP purchase | Not specified on Form 5 | n/a | n/a |
- Proxy acknowledges one missed Form 4 for a dividend reinvestment purchase, later corrected via timely Form 5 filing.
Governance Assessment
- Strengths: Independent director with deep banking/financial analysis background; designated audit committee financial expert; active service across Nominating, Compensation, and Audit & Risk; satisfactory attendance; participates in executive sessions; Company maintains clawback and anti-pledging policies.
- Alignment signals: Multiple open-market purchases in 2024 increase ownership; director ownership guidelines target meaningful skin-in-the-game; ability to elect equity compensation supports alignment.
- Watch items / RED FLAGS: Minor Section 16(a) reporting lapse (corrected via timely Form 5); beneficial ownership remains <1% of shares outstanding; continued monitoring of ownership guideline compliance is prudent (proxy does not explicitly state individual compliance status).
- Conflicts: No specific related-party transactions attributed to Echlov; Audit & Risk Committee reviews related-party transactions >$120,000; aggregate related-party loans at year-end were de minimis ($42,000).