Michael B. Adams
About Michael B. Adams
Independent director since 2023; age 58 (as of Dec 31, 2024). President of JON Properties, LLC (full‑service commercial real estate firm; founder in 2006) and former President of WEB Equipment, Inc. (1995–2006). Education includes studies in business management at Prince George’s Community College and the University of Maryland; holds a Class A General Contractor’s License and is a licensed real estate broker in Virginia. Core credentials: small-business leadership, commercial real estate development, and regional community leadership; serves as Chair of the Board’s Strategic Initiatives & Technology Committee and is a member of the Executive Committee .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| JON Properties, LLC (Fredericksburg, VA) | President; Founder | 2006–present | Commercial real estate development; historic renovation/tax credit projects |
| WEB Equipment, Inc. | President | 1995–2006 | Rough terrain forklift dealer leadership |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Fredericksburg Rotary Club | Board/Service | Not disclosed | Community leadership |
| Cal Ripken, Sr. Foundation | Board/Service | Not disclosed | Youth/community engagement |
| Fredericksburg Area Museum | Board/Service | Not disclosed | Community/cultural institution |
| Central Virginia Housing Coalition | Board/Service | Not disclosed | Housing advocacy |
| Loisann’s Hope House | Board/Service | Not disclosed | Non‑profit support |
| Germanna Community College Education Foundation | Board/Service | Not disclosed | Education foundation |
| Associations: Fredericksburg Builders Association; NAHB; Fredericksburg Realtors Association; National Realtors Association | Member | Not disclosed | Industry affiliations |
Board Governance
- Committees: Executive Committee (member) and Strategic Initiatives & Technology Committee (Chair) .
- Independence: Board determined all current directors except the Chairman (Alan J. Hyatt) and CEO (James M. Burke) are independent under Nasdaq rules; Adams is an independent director .
- Attendance: Board held seven meetings in 2024; all directors met at least 75% attendance except one director (David W. Moore); Adams satisfied the 75%+ threshold .
- Executive sessions: Independent directors met five times in executive session without management in 2024 .
- Committee mandate relevant to Adams: Strategic Initiatives & Technology oversees planning and execution of key strategic projects, technology platforms, products, acquisitions, and market actions .
Fixed Compensation
| Component (FY 2024) | Amount (USD) |
|---|---|
| Cash fees | $40,006 |
| Restricted stock (director equity grant/fees taken in stock) | $36,994 |
| Dividends on unvested restricted stock (All Other Comp) | $1,988 |
| Total | $78,988 |
| Director Compensation Structure (2024) | Amount/Terms |
|---|---|
| Annual cash retainer (non‑employee directors) | $35,000 |
| Committee chair fee (non‑Audit committees) | +$5,000 (applicable to SITC Chair) |
| Equity retainer (annual) | $37,000 (time‑based restricted stock) |
| Form of payment | Cash or stock election; retainers paid in stock vest over 1 year |
Notes: Adams’ $40,006 cash aligns with base retainer plus $5,000 chair fee; the remainder of his compensation was time‑based equity and dividends, indicating a roughly balanced cash/equity mix in 2024 based on the proxy table .
Performance Compensation
| Item | Terms |
|---|---|
| Performance‑linked director pay | None disclosed; director equity is time‑based restricted stock (one‑year vest on retainers paid in stock) |
| Clawback applicability to awards | Company has a clawback policy; equity awards under the 2025 Plan are subject to recoupment . |
Other Directorships & Interlocks
| Company | Exchange | Role | Notes |
|---|---|---|---|
| None disclosed | — | — | The proxy biography lists community/non‑profit boards and associations, but no other public company directorships for Adams . |
Expertise & Qualifications
- Commercial real estate development and local market expertise via JON Properties (awards for historic renovation/tax credit projects) .
- Licensed Class A General Contractor and Virginia real estate broker; associations in builders and realtor organizations .
- Small-business operator experience and regional network; prior equipment distribution industry leadership .
- Education: studied business management at Prince George’s Community College and the University of Maryland .
Equity Ownership
| Item | Amount/Status |
|---|---|
| Total beneficial ownership | 43,821 shares; <1% of outstanding |
| Unvested restricted stock included | 3,306 shares (voting, no investment power) |
| Estimated vested shares | ~40,515 (beneficial – unvested; derived from disclosed figures) |
| Shares outstanding (reference) | 33,374,265 (as of Apr 1, 2025) |
| Ownership as % of outstanding | ~0.13% (derived from 43,821 / 33,374,265) |
| Director ownership guideline | 5x annual cash retainer; all director nominees and continuing directors are in compliance or within the 5‑year window |
Governance Assessment
- Independence and roles: Independent director; chairs Strategic Initiatives & Technology Committee and serves on Executive Committee, aligning his operating/real estate background with oversight of strategy and technology execution .
- Attendance/engagement: Met the Company’s 75%+ attendance guideline in 2024; independent directors held five executive sessions, supporting robust oversight .
- Ownership alignment: Holds 43,821 shares with 3,306 unvested restricted shares; directors must hold stock equal to 5x cash retainer and the Company reports all directors in compliance, reinforcing alignment with shareholders .
- Compensation: 2024 compensation comprised cash retainer (including SITC chair fee) and time‑based restricted stock; no performance‑linked director pay, which is typical for banks of this size and avoids short‑term risk incentives at the board level .
- Not on Compensation Committee: Adams is not listed as a member, reducing potential conflicts in executive pay decisions .
- Say‑on‑pay (context): 94.4% approval at 2024 annual meeting suggests broad investor support for compensation programs and governance approach .
- Related‑party exposure:
- RED FLAG: The Bank leases its Fredericksburg, VA lending center from GAFR Holdings, where Adams is a 25% owner and managing member; payments totaled $112,295 in 2024 (Adams’ 25% economic interest ≈ $28,073) and ≈$27,000 YTD 2025 (Adams’ 25% ≈ $6,750). The Bank also paid JON Properties (100% owned by Adams) $11,569 in 2024 and ≈$2,900 YTD 2025 for common area maintenance .
- Mitigants: The Company requires related‑party transactions to be on terms no less favorable than arms‑length and approved by a majority of independent directors (and reviews under Nasdaq Rule 5630 via Audit Committee/independent body) .
- Compliance: No delinquent Section 16 filings reported for Adams in 2024; two other directors had late Form 4s; overall compliance otherwise timely per the proxy .