Wendy Adeler Hall
About Wendy Adeler Hall
Wendy Adeler Hall, age 55, was appointed as an independent director of MainStreet Bancshares, Inc. (and MainStreet Bank) effective October 16, 2025; she will stand for election in 2026 . She brings over three decades of retail business development and marketing experience at Adeler Jewelers, where she served as Vice President of Marketing and Philanthropy and later led national business development initiatives; she is a George Mason University graduate (BA Political Science, minor in Public Policy) with extensive community engagement and philanthropy leadership . The Board determined she is independent under Nasdaq listing standards and Company governance guidelines .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Adeler Jewelers / Jorge Adeler Collection | Vice President of Marketing & Philanthropy; later Business Development lead | Joined 1997; transitioned to Business Development in 2011 | Positioned jewelry on 300+ celebrities; drove national retail expansion and brand elevation |
| Memory Lane (gourmet food store) | Founder | Pre-1997 (exact dates not disclosed) | Entrepreneurial operations and local market development |
External Roles
| Organization | Role | Tenure | Notable Impact |
|---|---|---|---|
| CharityWorks | Advisory Board member | Not disclosed | Philanthropy advisory |
| Brain & Behavior Research Foundation | Co-chair, galas | Not disclosed | Fundraising for brain and behavioral health research |
| Capital Hospice | Gala Chairperson | Not disclosed | Event leadership for community health causes |
| Great Falls Children’s Spring Festival | Organizer | 20+ years | Community event leadership |
Board Governance
- Committee assignments: Nominating Committee (member); Compensation Committee (member) .
- Independence: Determined independent by the Board under Nasdaq standards and Company guidelines .
- Board practices: Independent directors met in executive session four times in 2024 (pre-appointment context); all directors attended ≥75% of board/committee meetings in 2024; the Board encourages attendance at annual meetings (all directors attended 2024) .
- Lead Independent Director: Terry M. Saeger (also Vice Chair) .
- Related-party review: Audit & Risk Committee pre-approves related-party transactions >$120,000 and oversees conflicts; no transactions involving Ms. Hall or her immediate family were disclosed in connection with her appointment .
Fixed Compensation
Non-employee directors may elect to receive board fees in cash, stock, or a combination under the 2019 Equity Incentive Plan . Ms. Hall will be eligible for compensation consistent with non-employee directors, as described in the Company’s proxy and subject to Board adjustments .
| Non-Employee Director Compensation (FY 2024) | Fees Earned or Paid in Cash ($) | Stock Awards ($) | All Other Compensation ($) | Total ($) |
|---|---|---|---|---|
| Charles C. Brockett | 93,000 | — | — | 93,000 |
| Rafael DeLeon | 26,768 | 60,254 | — | 87,022 |
| Russell Echlov | 96,000 | — | — | 96,000 |
| Darrell Green | 26,719 | 60,310 | 40,800 (marketing services) | 127,829 |
| Paul Thomas Haddock | 96,000 | — | — | 96,000 |
| Patsy I. Rust | 90,000 | — | — | 90,000 |
| Terry M. Saeger | 152,000 | — | — | 152,000 |
Director stock ownership guidelines require each director to accumulate $100,000 of common stock within three years of election/appointment; until satisfied, 100% of cash compensation is paid in stock and net shares from vesting/exercise must be retained .
Performance Compensation
- Equity awards: Directors may elect to receive fees as restricted stock under the 2019 Plan; awards are subject to Company clawback and Sarbanes-Oxley forfeiture provisions; repricing or cash-out of underwater options is prohibited .
- Metrics: No performance-based metrics (e.g., TSR, EBITDA) are disclosed for director compensation; director equity is service-based under governance policies .
Key 2019 Plan parameters relevant to directors:
- Authorized shares: 650,000; shares available for future awards as of April 4, 2025: 446,121 .
- Limit to outside directors: Aggregate ≤25% of authorized shares; per director per calendar year ≤3,000 shares .
- Clawback: Awards subject to recoupment consistent with SEC/Nasdaq and Company policy .
Other Directorships & Interlocks
- Public company boards: No other public company directorships disclosed for Ms. Hall in the Company’s 8-K and appointment materials .
- Customer ties: Press release notes Adeler Jewelers was among the Bank’s first customers; the Adeler family has held an investment in the Company for 21+ years (alignment), with no related-party transactions disclosed at appointment .
Expertise & Qualifications
- Retail growth and national brand development; celebrity placement strategy; marketing leadership .
- Community engagement and philanthropy across regional health and research organizations .
- Local entrepreneurial track record and stakeholder engagement in Northern Virginia .
Equity Ownership
| Holder | Shares Beneficially Owned | Ownership Form | % of Outstanding (based on 7,703,197 shares at 4/4/2025) |
|---|---|---|---|
| Wendy Adeler Hall | 630 | Direct (D) | ~0.008% (630 / 7,703,197) |
Policies and alignment:
- Anti-pledging: Directors/officers prohibited from pledging or margining Company stock .
- Insider trading: Policy filed with FY 2024 Form 10-K; designed to promote compliance .
- Ownership guidelines: $100,000 minimum within three years; enforced via stock-in-lieu of cash until met .
Insider Trades
| Date | Form | Transaction/Status | Shares |
|---|---|---|---|
| 10/22/2025 | Form 3 (Initial Statement) | Initial beneficial ownership filing as Director | 630 |
Governance Assessment
- Board effectiveness: Appointment adds SME experience in consumer marketing and growth, useful for brand and business development oversight on Nominating and Compensation Committees; independence verified .
- Alignment: Strong director ownership policy ($100k within three years) and anti-pledging support investor alignment; equity awards subject to clawback reinforce accountability .
- Conflicts: No related-party transactions disclosed at appointment; while Adeler Jewelers’ historical customer relationship and family investment are noted publicly, Audit & Risk Committee controls related-party reviews; ongoing monitoring appropriate (no transactions proposed) .
- Engagement culture: Independent director executive sessions (4 in 2024) and full attendance discipline signal robust oversight; Ms. Hall’s attendance metrics will be trackable in the next proxy cycle given her Oct 2025 start .
RED FLAGS: None disclosed specific to Ms. Hall at appointment; watch items include accumulation pace to meet $100k ownership guideline and any future transactions involving Adeler-affiliated entities (subject to Audit & Risk Committee review) .