Johnny Sherrill
About Johnny Sherrill
Johnny Sherrill (age 57) is an independent director of Texas Community Bancshares, Inc. (TCBS) and Broadstreet Bank, SSB; he became an advisory director in 2009 and a director in 2017. He retired and sold his interest in Sherrill Construction, a commercial construction business he started in 2005, and now serves as a consultant, bringing extensive construction and building industry insight and regional market connections. The Board has determined that all directors other than Jason Sobel and Anthony R. Scavuzzo are independent under Nasdaq rules, which includes Mr. Sherrill. He serves on the Compensation Committee and the Nominating & Corporate Governance Committee.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Sherrill Construction (commercial construction) | Founder/Owner; retired and sold interest; Consultant | Started 2005; retired/sold interest (date not specified); consultant currently | Extensive knowledge of construction/building business and retail market connections in North Texas |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Not disclosed in TCBS proxy | — | — | No other public company directorships disclosed in Mr. Sherrill’s biography |
Board Governance
- Committee assignments: Member, Compensation Committee; Member, Nominating & Corporate Governance Committee; not on Audit Committee. Committee chairs: Audit—James B. Harder; Compensation—Robert L. Smith, III; Nominating & Corporate Governance—Glen Thurman.
- Independence: The Board determined all directors are independent under Nasdaq standards except Sobel (management) and Scavuzzo (family relationship); Mr. Sherrill is independent.
- Meeting cadence and attendance: Board held 9 meetings (Company) and 11 (Bank) in 2024; no director attended fewer than 75% of Board and applicable committee meetings; all then-serving directors attended the prior annual meeting.
- Committee activity: FY 2024 meetings—Audit (6), Compensation (7), Nominating & Corporate Governance (2); charters available at Broadstreet Bank’s website (Investors section).
- Engagement signal: Mr. Sherrill was named as an attorney and proxy on the 2025 proxy card, indicating active involvement in shareholder meeting processes.
Fixed Compensation
Director compensation for FY 2024 (paid by Broadstreet Bank; no separate fees paid by TCBS):
| Component | Amount (USD) |
|---|---|
| Annual retainer (Fees Earned or Paid in Cash) | $24,000 |
| Stock awards | $0 |
| Option awards | $0 |
| Non‑equity incentive plan compensation | $0 |
| All other compensation | $0 |
| Total | $24,000 |
- Notes: “Directors’ Compensation” table shows cash fees only for non-employee directors (including Johnny Sherrill); all fees paid by Broadstreet Bank.
Performance Compensation
- The proxy does not indicate any performance-based compensation (bonus, RSUs/PSUs, option awards linked to performance) for non-employee directors in 2024; Mr. Sherrill’s row reflects no stock awards, option awards, or non‑equity incentive plan compensation.
| Metric | Design | FY 2024 Detail |
|---|---|---|
| Director bonus | Not applicable | $0 (none disclosed) |
| RSUs/PSUs | Not applicable | $0 (none disclosed) |
| Options (performance-based) | Not applicable | $0 (none disclosed) |
| Performance metrics (TSR/EBITDA/etc.) | Not applicable | No director performance metric framework disclosed |
Other Directorships & Interlocks
| Company | Role | Committee Roles | Interlock/Conflict Notes |
|---|---|---|---|
| Not disclosed | — | — | No other public company boards disclosed for Mr. Sherrill in the proxy biography. |
Expertise & Qualifications
- Construction and development expertise; founder/owner background with Sherrill Construction; deep network in construction and retail markets in North Texas.
- Community ties and market knowledge; advisory/director service since 2009/2017, indicating longstanding governance experience with the Bank and holding company.
Equity Ownership
Beneficial ownership as of March 27, 2025:
| Item | Detail |
|---|---|
| Shares beneficially owned | 56,514 |
| Ownership % of outstanding | 1.8% (based on 3,061,652 shares outstanding) |
| Options exercisable within 60 days | 3,257 (included in shares owned; applies to each named director unless otherwise indicated) |
| RSUs/unvested shares | Not indicated for Mr. Sherrill in footnotes (contrast with some directors who have restricted shares) |
| Shares pledged as collateral | None—proxy states none of the named individuals has pledged shares |
Governance Assessment
- Independence and committees: Independent director with roles on Compensation and Nominating & Corporate Governance Committees; committee charters publicly available, supporting formal oversight processes.
- Attendance and engagement: Met attendance thresholds (no director below 75%); Board/committees active (Board 9 meetings; Compensation 7; Nominating 2); named as proxy signer—signals active governance participation.
- Compensation alignment: Cash-only director compensation ($24,000) with no equity awards or incentives, while personally holding 56,514 shares (1.8%), which provides skin-in-the-game despite lack of annual director equity grants.
- Ownership and risk controls: Anti‑hedging policy prohibits derivatives/hedging by directors; no pledging of shares noted; Section 16(a) compliance reported with no delinquency for Mr. Sherrill.
- Related‑party exposure: Bank loans to directors permitted and made in ordinary course on market terms; no other related‑party transactions >$120,000 reported since Jan 1, 2024.
RED FLAGS
- Related‑party lending: As a bank, director loans exist but were at ordinary‑course terms (same as non‑related parties), performing and compliant—monitoring remains prudent.
Signals supporting investor confidence
- Independent status and committee roles; adequate meeting cadence and attendance compliance; visible share ownership with no pledging or hedging; formal governance charters and anti‑hedging policy.