Terry Saeger
About Terry M. Saeger
Independent Vice Chairman and Lead Independent Director of MainStreet Bancshares (MNSB); age 63; Bank director since 2011, with current Company Board term expiring in 2026. He chairs the Company/Bank Information Technology Committee and the Company Compensation Committee, and is a member of the Audit & Risk and Nominating Committees. Education: B.S. Industrial Engineering & Management (North Dakota State University); post‑graduate studies in Computer Integrated Manufacturing (Brigham Young University); NACD Directorship Certified and Certificate in Cyber‑Risk Oversight. Independent under Nasdaq standards; independent directors held four executive sessions in 2024; no director attended under 75% of required meetings.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| The Saeger Group, LLC | CEO & President | 2005–present | Advises public/private company CEOs on performance and leadership |
| George Mason University Small Business Development Center | Senior Business Counselor | 2020–present | Advised 400+ small businesses in MNSB’s market area |
| Conservation Solutions, Inc. | Chief Executive Officer | 2016–2018 | Led conservator of art/architecture/artifacts |
| Volt Delta Resources, LLC | Senior VP & GM | 2008–2015 | Telecom technology/SaaS leadership |
| Humach, Inc. | Executive Vice President | Not disclosed | SaaS customer experience solutions |
External Roles
| Category | Role/Entity | Tenure | Notes |
|---|---|---|---|
| Public company boards | None disclosed | — | No other public company directorships disclosed for Saeger in the proxy |
| Professional credentials | NACD Directorship Certification; Certificate in Cyber‑Risk Oversight | Current | Selected as NACD Subject Matter Expert for 2025 certification exam revision |
Board Governance
| Governance Element | Details |
|---|---|
| Independence | Board determined Saeger is independent; only Dick, Chmelik, Manouchehri are non‑independent |
| Leadership | Vice Chairman and Lead Independent Director; sets agendas with Chair; chairs independent director sessions; can call executive sessions and engage external resources |
| Committees (role) | Compensation (Chair); Information Technology (Chair); Audit & Risk (Member); Nominating (Member) |
| Committee meeting cadence (2024) | Compensation: 1; Nominating: 1; Audit & Risk: 4 |
| Attendance | No director attended fewer than 75% of Board/committee meetings in 2024; Board met 12 times; all directors attended 2024 annual meeting |
| Executive sessions | Independent directors met in executive session four times in 2024 |
| Board structure | Combined CEO/Chair with Lead Independent Director oversight |
Fixed Compensation
| Year | Cash Fees ($) | Stock Awards ($) | Option Awards ($) | Total ($) |
|---|---|---|---|---|
| 2024 | 152,000 | — | — | 152,000 |
- Directors may elect to receive fees in cash or an equivalent value of restricted stock under the 2019 Equity Incentive Plan. The plan caps outside director grants at 25% of authorized shares and a max 3,000 shares per director per calendar year. No options are currently granted.
- Director Stock Ownership Guidelines require a minimum $100,000 in Company stock within three years; until met, 100% of cash director compensation is paid in stock; administered by the Nominating Committee. Pledging of Company stock by directors is prohibited.
Performance Compensation
| Element | Disclosure |
|---|---|
| Performance-conditioned director pay | None disclosed; directors can elect restricted stock in lieu of cash, but no performance-based director metrics or option awards disclosed. |
Other Directorships & Interlocks
| Type | Company/Organization | Role | Notes |
|---|---|---|---|
| Public company boards | None disclosed | — | No interlocks with competitors/customers/suppliers disclosed for Saeger. |
Expertise & Qualifications
- Technology/SaaS executive experience; organizational structure, planning, and forecasting focus.
- NACD Directorship Certification and Certificate in Cyber‑Risk Oversight; selected as NACD Subject Matter Expert for certification program in 2025.
- Emphasis on governance best practices; as LID, coordinates independent director activities and agenda setting.
Equity Ownership
| Holder | Shares Beneficially Owned | % Outstanding | Vested vs Unvested | Pledged | Notes |
|---|---|---|---|---|---|
| Terry M. Saeger | 38,384 | <1% | No unvested restricted shares listed for Saeger in the unvested table | Prohibited by policy | Ownership as of 4/4/2025 record date; ownership guidelines require $100k minimum |
- Implied value context: Using the disclosed 12/31/2024 closing price of $18.10/share (used in the proxy’s equity award valuation), Saeger’s 38,384 shares would equate to approximately $694,750 at that date (38,384 × $18.10). This is for context only and uses the 12/31/2024 price.
Related-Party Exposure
- The proxy reports related-party loans across all insiders totaled $42,000 at 12/31/2024, all on ordinary-course terms under Regulation O; no Saeger-specific transactions are identified.
Say‑on‑Pay & Shareholder Signals (Context for Governance)
- The 2025 proxy includes a shareholder proposal recommending a sale of the Company; the Board unanimously opposes and highlights ongoing strategy and performance actions. As LID, Saeger’s role is central to independent oversight amid shareholder activism.
Governance Assessment
-
Strengths
- Lead Independent Director and Vice Chair with broad committee leadership (Compensation Chair; IT Chair) and cross‑committee participation, supporting robust independent oversight.
- Formal anti‑pledging policy, director ownership guideline ($100k), and ability to take equity in lieu of cash increase alignment; Saeger holds 38,384 shares.
- Independent directors held four executive sessions in 2024; no attendance shortfalls reported.
- Enterprise risk oversight structure with Audit & Risk Committee and cyber-risk reporting cadence; Saeger holds cyber oversight credentials.
-
Watch items
- Compensation and Nominating Committees each met once in 2024; given Saeger chairs Compensation, monitoring cadence and depth of oversight (e.g., incentive risk review, peer benchmarking) is warranted.
- Combined CEO/Chair model increases importance of the LID role; continued evidence of strong independent processes (agenda setting, external advisor access, executive sessions) is key.
- Shareholder activism (proposal to sell) underscores the need for visible board engagement and performance communication; LID stewardship is a focal point for investor confidence.