Mark A. Pickens
About Mark A. Pickens
Mark A. Pickens (age 66) is an independent director of Texas Community Bancshares, Inc. (TCBS) and Broadstreet Bank, serving since 2019; he is the Board’s designated “audit committee financial expert.” He is nominated for election at the May 20, 2025 annual meeting for a term expiring in 2028, and is considered independent under Nasdaq listing standards. His background includes over two decades as President & CEO of First National Bank of Edgewood, subsequent employment at Broadstreet Bank following an acquired branch, and retirement from employment in 2019 before joining the Board.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| First National Bank of Edgewood | President & Chief Executive Officer | 1996–2017 | Led bank until sale in 2017; deep banking operations and regulatory experience |
| Broadstreet Bank (after acquisition of Edgewood branch from Maple Mark Bank) | Employee | 2018–May 31, 2019 | Retired as employee in 2019; later joined Board |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| — | — | — | No other public company directorships disclosed in TCBS proxy biographies for Mr. Pickens |
Board Governance
- Committee assignments: Audit Committee member; not listed on Compensation or Nominating & Corporate Governance Committees .
- Chair roles: None; Audit Committee chaired by James B. Harder .
- Financial expertise: Designated “audit committee financial expert” under SEC rules .
- Independence: Board determined all directors are independent except the CEO (Jason Sobel) and Anthony R. Scavuzzo; Mr. Pickens is independent under Nasdaq standards .
- Attendance/engagement: In FY2024, no director attended fewer than 75% of Board and committee meetings; all directors then serving attended last year’s annual meeting .
- Committee activity (FY2024): Audit 6 meetings; Compensation 7; Nominating & Corporate Governance 2 .
- Board leadership: Independent Chair (Glen Thurman); CEO is separate .
- Director election and board sizing: Mr. Pickens is the sole nominee in 2025 as the Board reduces size from 12 to 9 at the meeting’s conclusion .
Fixed Compensation
Director compensation (non-employee) shows a simple cash retainer with no equity for Mr. Pickens.
| Component | 2023 | 2024 |
|---|---|---|
| Annual cash fees | $24,000 | $24,000 |
| Stock awards (RSUs/DSUs) | — | — |
| Option awards | — | — |
| Meeting/committee fees | Not separately disclosed (—) | Not separately disclosed (—) |
| Other director compensation | — | — |
Notes:
- All fees paid by Broadstreet Bank; no separate fees by the holding company .
Performance Compensation
- Non-employee directors (including Mr. Pickens) did not receive non-equity incentive or performance-based awards in 2023–2024; only a cash retainer was paid .
- Anti-hedging policy: Directors are prohibited from hedging Company stock, supporting alignment with shareholders .
| Performance Element | 2023 | 2024 |
|---|---|---|
| Non-equity incentive plan compensation | — | — |
| Performance stock units (PSUs) | — | — |
| Performance metrics (revenue, EPS, TSR, ESG) tied to director pay | Not disclosed / N/A | Not disclosed / N/A |
Other Directorships & Interlocks
| Company | Public/Private | Role | Potential Interlock/Conflict |
|---|---|---|---|
| — | — | — | None disclosed for Mr. Pickens; no public company board service listed |
Expertise & Qualifications
- 20+ years as a bank CEO; strong leadership, regulatory and banking operations expertise .
- Audit Committee financial expert under SEC rules (financial reporting and internal controls proficiency) .
- Familiarity with TCBS’s markets and operations through prior regional banking roles .
Equity Ownership
As of March 27, 2025:
| Ownership Detail | Amount |
|---|---|
| Total beneficial ownership (shares) | 31,514 |
| Ownership (% of outstanding) | 1.0% (based on 3,061,652 shares outstanding) |
| Options exercisable within 60 days (included above) | 3,257 (for each director nominee/director continuing in office) |
| Restricted/unvested shares | Not specifically disclosed for Mr. Pickens in 2025 table |
| Shares pledged as collateral | None (proxy notes no pledges for named individuals unless otherwise indicated) |
| Anti-hedging policy | Hedging prohibited for directors |
Related-party/loans context:
- Director/officer loans are permitted under banking regulations; as of Dec 31, 2024, all such loans were ordinary course, market terms, and compliant; no other related-party transactions >$120,000 since Jan 1, 2024 .
Governance Assessment
Positives
- Independence and relevant expertise: Independent director, serves on Audit Committee, and designated as “audit committee financial expert,” enhancing oversight of financial reporting and controls .
- Engagement indicators: No director under 75% attendance; full director attendance at the last annual meeting; active committee calendar .
- Alignment: Holds ~1.0% of shares outstanding (meaningful for a micro-cap), no pledging, and anti-hedging policy in place .
- Simple, low-risk director pay: Cash-only retainer with no performance or equity grants minimizes pay-driven conflicts and perceived entrenchment .
Watch items
- Concentration of oversight on Audit only: Not serving on Compensation or Nominating committees limits influence on broader governance levers, though Audit expertise is strong .
- Related-party loan framework: While compliant and ordinary course, continued transparency on any director loans remains important in banking governance .
RED FLAGS
- None identified specific to Mr. Pickens: no pledging, no disclosed related-party transactions beyond regulated lending framework, no attendance shortfalls, and no anomalous director compensation .
Supplemental context
- 2025 director election occurs amid a Board downsizing to nine members, with Mr. Pickens nominated as the sole director up for election to a term expiring in 2028—an implicit signal of Board confidence in his contributions to audit and risk oversight .