Thomas Chmelik
Senior Executive Vice President, Chief Financial Officer and Secretary at MainStreet Bancshares
Executive
Board
About Thomas J. Chmelik
Thomas J. Chmelik, 62, is Senior Executive Vice President, Chief Financial Officer, and Secretary of MainStreet Bancshares, Inc. and MainStreet Bank; he has served on the Bank’s Board since 2003 and is a co‑founder/organizer of the Bank . He holds a B.A. in accounting from Belmont Abbey College . Under Board independence determinations, he is not an independent director given his executive role (alongside CEO Jeff Dick) . Company performance during the last three years: Net Income was $24.518 million (2022), $24.429 million (2023), and a loss of $(12.136) million (2024); Total Shareholder Return (fixed $100 investment) was $111.85 (2022), $103.70 (2023), and $77.34 (2024) .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Franklin National Bank (Washington, D.C.) | Chief Financial Officer | 1989–1993 | Led finance at a community bank; foundational CFO experience |
| Colombo Bank (Bethesda, MD) | Chief Financial Officer | 1993–1995 | Oversaw bank finance and reporting |
| National Bank of Commerce (Tanzania) – World Bank initiative | Chief Financial Officer (restructuring) | 1995–1998 | CFO role in largest Tanzanian bank; contributed to restructuring under World Bank initiative |
| Millennium Bancshares Corp. & Millennium Bank, N.A. | Chief Financial Officer and Director | 1998–2002 | CFO/director driving finance and governance prior to joining MainStreet |
| MainStreet Bancshares, Inc. / MainStreet Bank | Co‑founder; Senior EVP, CFO, Secretary; Director | 2003–present | Co‑founded the Bank; long‑tenured CFO and board member |
External Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Millennium Bancshares Corp. & Millennium Bank, N.A. | Director | 1998–2002 | Board service at prior institution; governance experience |
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Base salary ($) | $357,971 | $375,000 |
| Cash bonus ($) | $0 | $0 |
| All other compensation ($) | $24,416 | $21,577 |
| Total ($) | $663,367 | $396,577 |
- Executive compensation program: fixed base salary plus discretionary bonuses; bonuses may be paid as cash and/or restricted stock under the 2019 Equity Incentive Plan, with cash capped at 50% of total award .
- No restricted stock grants were made in 2024; restricted stock grants were made in 2023 (detail below) .
Performance Compensation
| Award type | Grant details | Vesting | Change‑in‑control treatment |
|---|---|---|---|
| Restricted stock (RS) | 2023 grant: $281,250 fair value; 12,933 shares; priced at grant‑date per ASC 718 | Time-based: one‑third after one year, then one‑third annually thereafter (service vesting) | Immediate full vesting upon a change in control |
| Stock options | None outstanding or granted | N/A | N/A (Board has no current intention to grant options) |
- Outstanding unvested restricted shares at 12/31/2024: 11,589; market value $209,761 at $18.10 per share .
- The 2019 Plan permits performance targets but the Company’s executive awards disclosed for 2022–2024 vest on service schedules; no specific performance metric weighting/targets were disclosed for Chmelik’s grants .
Equity Ownership & Alignment
| Item | Value |
|---|---|
| Beneficial ownership (shares) | 157,832 shares |
| Ownership as % of common shares outstanding | 2.05% (7,703,197 shares outstanding at 4/4/2025) |
| Unvested restricted shares (voteable) | 11,589 |
| Options (exercisable / unexercisable) | None |
| Director stock ownership guidelines | Directors expected to maintain ≥ $100,000 in common stock within 3 years; cash fees paid in stock until guideline met |
| Pledging/hedging policy | Strict prohibition on pledging/hypothecating Company stock; insider trading policy in place |
- Securities authorized under the 2019 Plan at 4/4/2025: 251,042 unvested restricted shares reserved; 446,121 shares available for future issuance .
Employment Terms
| Term | Provision |
|---|---|
| Agreement term | 2‑year term, auto‑renews for successive 2‑year terms unless terminated/not extended |
| Base salary under agreement | $375,000, subject to annual review |
| Bonus eligibility | Eligible for discretionary cash bonus or performance‑based incentive bonus under Executive Incentive Plan |
| Severance (termination without cause or for good reason) | Lump sum equal to the greatest of: (i) one year base salary + average annual bonus (last 3 years), (ii) base salary for remaining initial term + 3‑year average bonus, or (iii) 299% of “annualized includible compensation for the base period” (IRC §280G) |
| Equity vesting on termination | Immediate vesting of all unvested equity awards upon eligible termination; all other benefits cease |
| Change‑of‑control | Severance formula above applies to termination without cause/for good reason whether or not related to a change of control ; equity vests immediately upon change of control per plan |
| Clawback | Incentive compensation subject to recovery under Company’s Clawback Policy and applicable law |
| Non‑compete / non‑solicit | 12‑month non‑compete within 35 miles of any Bank office; customer and employee non‑solicit for 12 months |
| Violations (post‑termination) | Forfeit accelerated vesting; repay post‑termination compensation; forfeiture of equity if violations occur within 12 months |
| Indemnification | Company indemnification agreement with advancement, subject to exceptions/repayment if not entitled |
Board Governance
- Board service: Director of the Bank since 2003; current Company board term expires in 2027 .
- Independence: The Board determined all current directors and nominees other than Messrs. Dick (CEO), Chmelik (CFO) and Manouchehri are independent; Chmelik is not independent due to his executive role .
- Committees: Standing committees are Nominating, Compensation, and Audit & Risk; committee rosters exclude executive directors (Chmelik is not listed on these committees) .
- Board leadership: CEO also serves as Chairman; Lead Independent Director role in place (Terry Saeger) to strengthen oversight .
- Attendance: Board met 12 times in 2024; all directors attended ≥75% of meetings; all directors attended the virtual 2024 Annual Meeting .
Performance & Track Record
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Net Income ($000) | $24,518 | $24,429 | $(12,136) |
| Total Shareholder Return (fixed $100 investment) | $111.85 | $103.70 | $77.34 |
- Pay vs Performance: CEO and NEO compensation decreased materially in 2024 alongside negative earnings and reduced TSR; NEO average “compensation actually paid” fell 26% YoY .
- Context: Board/management noted 2024 was challenging but ended with strong/stable asset quality and capital; excess liquidity expected to reduce 2025 funding costs with expense management .
Compensation Structure Analysis
- Shift in mix: No equity grants in 2024 vs time‑based restricted stock grants in 2023 (12,933 RS for Chmelik), indicating a YoY reduction in equity‑based, at‑risk pay .
- Equity plan governance: No options outstanding; plan prohibits option repricing; awards subject to clawback; immediate vesting on change‑in‑control .
- Discretionary design: Compensation committee retains discretion and may set performance measures, but recent grants for Chmelik vest on service schedules; specific performance metric weightings/targets not disclosed .
- Severance economics: Up to IRC §280G cap (299%) and full acceleration of equity may increase termination costs, though subject to non‑compete and clawback protections .
Risk Indicators & Red Flags
- Pledging/Hedging: Explicit prohibition on pledging Company stock (reduces forced‑sale risk) .
- Clawback: Adopted per SEC Rule 10D‑1/Nasdaq; recovers erroneously awarded incentive comp on restatement events .
- Section 16 compliance: No delinquency noted for Chmelik; one director (Echlov) corrected via Form 5 for 2023 activity; Company disclosed policy adherence .
- Related party transactions: Insider loans permitted under Regulation O on market terms; aggregate related party loans were $42,000 at 12/31/2024 .
Equity Incentive Plan Snapshot
| Item | Detail |
|---|---|
| 2019 Equity Incentive Plan (as of 4/4/2025) | 446,121 shares available for future awards; 251,042 unvested restricted shares reserved |
| Award types | Restricted stock and options permitted; Board has not granted options and has no current intention to do so |
| Director election of fees in stock | Directors may elect stock in lieu of cash; restrictions and vesting apply |
| Change‑in‑control | Immediate vesting of RS; option treatment per plan |
| Clawback | Awards subject to clawback under Sarbanes‑Oxley and Company policy |
Investment Implications
- Alignment: Significant direct ownership (157,832 shares, 2.05%) and time‑based RSU vesting align Chmelik with shareholders; strict anti‑pledging reduces alignment risk .
- Retention/turnover risk: Robust severance (up to 299% cap) and full equity acceleration on qualifying termination may mitigate departure risk but can raise termination costs in stress scenarios .
- Pay‑for‑performance: Absence of 2024 equity grants and lower total pay mirror weak 2024 results; limited disclosure of specific performance metrics in awards suggests emphasis on service‑based vesting rather than explicit financial KPIs .
- Governance: Dual role (CFO + director, non‑independent) amid CEO/Chairman structure elevates independence considerations; presence of Lead Independent Director and independent committees mitigates but does not eliminate oversight concerns .
- Trading signals: Unvested RS of 11,589 shares scheduled to vest over time (and immediately on change‑in‑control) could create episodic selling pressure when tranches vest; anti‑pledging and insider trading policies constrain timing .