DEF 14A of John Marshall Bancorp, Inc., Apr 29, 2026

DEF 14A of John Marshall Bancorp, Inc.

Filed Apr 29, 2026 · FY20250001104659-26-050977

Open on EDGAR

  1. ELECTION OF DIRECTORS

    ELECTION OF DIRECTORS

  2. Director Compensation

    Director Compensation Our non-employee directors may receive both cash and equity compensation. Mr. Bergstrom does not receive additional compensation for his service on the Board of Directors. During the year ended December 31, 2025, directors received $3,300 for each Board of Directors’ meeting attended ($6,600 for the Chairman) and $700 for each Committee meeting attended ($1,000 for each Committee Chairman). In addition, as indicated in the table below, restricted stock awards were made to the directors in 2025 based on the Company’s performance, with our Chairman of the Board receiving 2,138 shares and all other non-employee directors receiving 1,901 shares. The following table sets forth information regarding compensation paid to non-employee directors during the year ended December 31, 2025.

  3. Director Compensation

    | | Fees Earned or | Stock | Option | Nonqualified Deferred | All Other | | | Name | Paid in Cash | Awards(1) | Awards | Compensation Earnings | Compensation | Total | | Directors | | | | | | | | Jonathan C. Kinney (Chairman) | $101,200 | $45,005 | $— | $— | $— | $146,205 | | Philip W. Allin | $43,400 | $40,016 | $— | $— | $— | $83,416 | | Philip R. Chase | $58,500 | $40,016 | $— | $— | $— | $98,516 | | Michael T. Foster | $41,600 | $40,016 | $— | $— | $— | $81,616 | | Michael A. Garcia | $55,700 | $40,016 | $— | $— | $— | $95,716 | | Subhash K. Garg | $43,600 | $40,016 | $— | $— | $— | $83,616 | | O. Leland Mahan | $56,400 | $40,016 | $— | $— | $— | $96,416 | | Lim P. Nguonly (2) | $10,600 | $— | $— | $— | $— | $10,600 |

  4. Director Compensation

    | (1) Reflects aggregate grant date fair value of stock awards provided in 2025 based upon the stock price on the date of grant in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718 (“FASB ASC Topic 718”). The awards presented vest in two substantially equal annual installments beginning on the first anniversary of the grant date. At December 31, 2025, our Chairman of the Board had outstanding unvested stock awards of 3,058 and all other non-employee directors had outstanding unvested stock awards of 2,706 shares. |

  5. Director Compensation

    | (2) Lim P. Nguonly retired from the Company’s Board of Directors on March 18, 2025. |

  6. Summary Compensation Table

    Summary Compensation Table

  7. Summary Compensation Table

    | | | | | | | Nonqualified | | | | | | | | | | Deferred | | | | | | | | Stock | Option | Compensation | All Other | | | Name and Principal Position | Year | Salary | Bonus | Awards(1) | Awards | Earnings | Compensation(2) | Total | | Christopher W. Bergstrom, President & Chief Executive Officer | 2025 | $800,000 | $550,000 | $200,017 | $— | $— | $43,270 | $1,593,287 | | | 2024 | $775,000 | $300,000 | $92,328 | $— | $— | $219,373 | $1,386,701 | | Kent D. Carstater, Senior Executive Vice President – Chief Financial Officer | 2025 | $380,000 | $235,000 | $65,002 | $— | $— | $20,155 | $700,157 | | | 2024 | $360,000 | $160,000 | $69,256 | $— | $— | $19,264 | $608,520 | | Andrew J. Peden, Senior Executive Vice President – Chief Banking Officer | 2025 | $375,000 | $235,000 | $50,015 | $— | $— | $36,381 | $696,396 | | | 2024 | $360,000 | $130,000 | $64,638 | $— | $— | $35,060 | $589,698 |

  8. Summary Compensation Table

    | (1) The amounts represent the aggregate grant date fair value of restricted stock awards calculated in accordance with FASB ASC Topic 718. See Note 14 of Notes to the December 31, 2025, Consolidated Financial Statements, for additional information about the Company’s share-based compensation plans, including the assumptions made in the valuation of restricted stock awards. Mr. Bergstrom’s 2025 and 2024 awards vest ratably, including the grant date and the three years following the grant date. Remaining awards vest in five substantially equal annual installments commencing on the first anniversary of the grant date. |

  9. Summary Compensation Table

    | (2) The amounts include discretionary contributions made by the Company to its nonqualified deferred compensation plan for Mr. Bergstrom in the amount of $0 and $175,000 for the years ended December 31, 2025 and December 31, 2024, respectively. Each other perquisite and personal benefit received by the officer was less than $25,000. Please see “— Deferred Compensation Plan” and “— Employment Agreements” below for more information on the deferred compensation plan and perquisites and other personal benefits. |

  10. Outstanding Equity Awards at Fiscal Year-End

    Outstanding Equity Awards at Fiscal Year-End The following tables set forth, on an award by award basis, information concerning all restricted stock awards held by the named executive officers at December 31, 2025. There were no options held by named executive officers at December 31, 2025.

  11. Outstanding Equity Awards at Fiscal Year-End

    | | | | | Equity incentive | | | Number of | | Equity incentive | plan awards: | | | shares or | | plan awards: | Market or payout | | | units of | Market value of | Number of unearned | value of unearned | | | stock that | shares or units of | shares, units or other | shares, units or other | | | have not | stock that have not | rights that | rights that | | Name | vested | vested (1) | have not vested | have not vested | | Christopher W. Bergstrom | 2,300 | $45,977(2) | — | $— | | | 7,127 | $142,469(3) | — | $— | | Kent D. Carstater | 678 | $13,553(4) | — | $— | | | 511 | $10,215(5) | — | $— | | | 726 | $14,513(6) | — | $— | | | 1,269 | $25,367(7) | — | $— | | | 2,760 | $55,172(8) | — | $— | | | 3,088 | $61,729(9) | — | $— | | Andrew J. Peden | 272 | $5,437(4) | — | $— | | | 205 | $4,098(5) | — | $— | | | 582 | $11,634(6) | — | $— | | | 1,015 | $20,290(7) | — | $— | | | 2,576 | $51,494(8) | — | $— | | | 2,376 | $47,496(9) | — | $— |

  12. Outstanding Equity Awards at Fiscal Year-End

    | (1) Based on the $19.99 closing price of our common stock on December 31, 2025. |

  13. Outstanding Equity Awards at Fiscal Year-End

    | (2) Represents award of restricted stock granted on December 17, 2024. The award vests ratably, including the grant date and the three years following the grant date. |

  14. Outstanding Equity Awards at Fiscal Year-End

    | (3) Represents award of restricted stock granted on December 16, 2025. The award vests ratably, including the grant date and the three years following the grant date. |

  15. Outstanding Equity Awards at Fiscal Year-End

    | (4) Represents award of restricted stock granted on January 19, 2021. The award vests in five substantially equal annual installments commencing on the first anniversary of the grant date. |

  16. Outstanding Equity Awards at Fiscal Year-End

    | (5) Represents award of restricted stock granted on December 21, 2021. The award vests in five substantially equal annual installments commencing on the first anniversary of the grant date. |

  17. Outstanding Equity Awards at Fiscal Year-End

    | (6) Represents award of restricted stock granted on December 20, 2022. The award vests in five substantially equal annual installments commencing on the first anniversary of the grant date. |

  18. Outstanding Equity Awards at Fiscal Year-End

    | (7) Represents award of restricted stock granted on December 19, 2023. The award vests in five substantially equal annual installments commencing on the first anniversary of the grant date. |

  19. Outstanding Equity Awards at Fiscal Year-End

    | (8) Represents award of restricted stock granted on December 17, 2024. The award vests in five substantially equal annual installments commencing on the first anniversary of the grant date. |

  20. Outstanding Equity Awards at Fiscal Year-End

    | (9) Represents award of restricted stock granted on December 16, 2025. The award vests in five substantially equal annual installments commencing on the first anniversary of the grant date. |