DEF 14A of MainStreet Bancshares, Inc., Apr 17, 2026

DEF 14A of MainStreet Bancshares, Inc.

Filed Apr 17, 2026 · FY20250001437749-26-012635

Open on EDGAR

  1. Is cumulative voting permitted for the election of directors?

    Is cumulative voting permitted for the election of directors? No. You may not accumulate your vote for the election of directors.

  2. PROPOSAL ONE - ELECTION OF DIRECTORS

    PROPOSAL ONE - ELECTION OF DIRECTORS The Board of Directors currently consists of ten directors. Under the Company’s Restated Articles of Incorporation and Bylaws, the Board of Directors is divided into three groups (Group I, Group II and Group III) as nearly equal in number as possible. Except for director elections outside of the Annual Meeting, directors in only one group are elected each year, each for a three-year term. This year, four individuals have been nominated for election as directors of the Company for terms to expire at the 2029 Annual Meeting of Shareholders or until their successors are elected and qualify. All of our nominees are incumbents whose terms will expire at the Annual Meeting. The Board of Directors is not aware of any immediate family relationship among any director, executive officer or person nominated to become a director; nor is the Board of Directors aware of any involvement of any director, executive officer or director nominee in any legal proceedings that would be material to an evaluation of the ability or integrity of any director, executive officer, or director nominee. Each director nominee has consented to being named in this Proxy Statement and has agreed to serve if elected. If a nominee is unable to stand for election, the Board of Directors may either reduce the number of directors to be elected or select a substitute nominee. If a substitute nominee is selected, the proxy holders will vote your shares for the substitute nominee, unless you have withheld authority. At this time, we are not aware of any reason why a nominee might be unable to serve if elected. The discussion below sets forth information regarding each director of the Company and each nominee for director, including his or her age, position on the Board and term of office. The Nominating Committee of the Board of Directors recommends nominees to the Board of Directors for election as directors. All members of the Board of Directors, except for Mr. Brockett, also serve as directors of the Bank. The Board of Directors recommends a vote “FOR” the nominees set forth below.

  3. Nominees for Election

    Nominees for Election Jeff W. Dick, 65, joined the Bank in 2003 and has served as the Chief Executive Officer and a director of the Bank since its inception. Mr. Dick also served as President of the Company and the Bank until January 2017 when Mr. Brockett joined the organization. Mr. Dick reassumed the position of Company President upon Mr. Brockett’s retirement in March 2022. From 1999 until January 2003, he served in various positions at Millennium Bank, N.A., including Executive Vice President and as a member of the board of directors. Prior to this, Mr. Dick was an advisor to the Bank of England and Financial Services Authority from 1996 to 1999. In this role he assisted in their efforts to modernize their risk-based approach to banking supervision. Mr. Dick began his banking career with the Office of the Comptroller of the Currency in 1983 as a Field Examiner, and he became a Field Manager in Washington, D.C. in 1993. Mr. Dick served on the boards of ICBA Services and ICBA Bancard. He is a Past Chairman and director of the Virginia Association of Community Banks. Mr. Dick was a member of the Federal Reserve Bank of Richmond Payments Advisory Council, The Clearing House Real Time Payments Advisory Committee, and the Federal Delegates Board of the Independent Community Bankers of America. He has a Diploma from the Imperial College London in Management and a B.S.B.A. in both accounting and management from the University of North Dakota. Mr. Dick earned his Executive M.B.A. (with distinction) from the University of London Imperial College of Science, Technology and Medicine. Summary of director qualifications for Mr. Dick – Mr. Dick is a co-founder and organizer of the Bank. Mr. Dick has served as Chief Executive Officer of the Bank and the Company since their inceptions. He became the Chairman of the Board and Chair of the Executive Committee of the Bank in 2009 and serves as Chairman of the Board of the Company. In his role as an advisor to the Bank of England, he assisted in their efforts to modernize their risk-based approach to banking supervision. Mr. Dick gained valuable banking knowledge through his service as a director, Chief Lending Officer, and Executive Vice President of another community bank. We believe that Mr. Dick’s careers in domestic and international risk-based banking supervision and in community banking, along with his education, have directly benefited his roles as Chairman of the Board, President and Chief Executive Officer. In addition, Mr. Dick’s business background in the local community, as well as his involvement in civic organizations, has provided him with a strong depth of business contacts which continues to prove to be beneficial for the Bank. Paul Thomas Haddock, 86, has served as a director of the Bank since 2003. Mr. Haddock is currently the President of Azure, Inc., a privately held company which he formed in 1984 to assist up-and-coming entrepreneurs and small businesses in developing and implementing effective business models. From 1981 to 1999, he created and managed Vacation Places, a commercial real estate and vacation property management company. Prior to 1981, he was involved in high-tech engineering pursuits at Westinghouse Electric Corporation in Baltimore, Maryland, and Scope Inc., in Reston, Virginia. He was employed as an engineer by Westinghouse from 1958 to 1965 working on radar systems and satellites, and he was employed in various engineering and managerial positions at Scope Inc. from 1965 to 1981. Since 1983, Mr. Haddock has served on the boards of directors for seven property associations located in Maryland, Florida and Virginia. He is currently President of the Stuart Professional Village in Herndon, Virginia, Vice President of the Grant Business Center in Herndon, Virginia, and Director at Dulles Crossroads Condominium Association in Herndon, Virginia. He received his B.S. in Electrical Engineering at Johns Hopkins University in 1963. He subsequently received his B.S. in Industrial Engineering in 1964 and a master’s in liberal arts degree in 1967 also from Johns Hopkins University. Summary of director qualifications for Mr. Haddock – Mr. Haddock is a founding director of the Bank. Mr. Haddock also serves as Chair of the Loan Committee. Throughout his career, he has invested in land, commercial and residential real estate in the Washington, D.C. metropolitan area. His ownership of real estate has involved considerable risk analysis and the establishment of a measured risk tolerance. Mr. Haddock has counseled countless entrepreneurs and small business owners over the years to solve problems in many different types of industries. Additionally, he became a trained professional mediator in 1991, and was actively involved in resolving business disputes of all kinds until 2008. We believe that Mr. Haddock’s significant depth of knowledge of the real estate industry has proven to be very beneficial to the Board. In addition, his accumulated knowledge of purchasing, financing, developing, managing, and maintaining real properties has proven invaluable to the Loan Committee. Mr. Haddock’s work with small business development and dispute resolution has provided him with an ability to solve problems and search for resolutions. Mr. Haddock dedicates significant time and energy to the Board and continues to drive business opportunities to the lending and deposit-gathering staff. Wendy Adeler Hall, 55, was appointed to the Board of Directors of the Company and the Bank, effective October 16, 2025. She filled the vacancy left by the retirement of Elizabeth Bennet. Ms. Adeler Hall brings over three decades of leadership experience in retail business development, marketing, and strategic growth for Adeler Jewelers and The Jorge Adeler Collection. She spearheaded the national expansion plan of the business to place The Jorge Adeler Collection with elite national retailers. Ms. Adeler Hall's efforts also secured features in major fashion publications, significantly elevating the brand's national profile. The Adeler family has held an investment in the Company since its inception, and Adeler Jewelers was one of the Bank's first customers. Prior to joining Adeler Jewelers, Ms. Adeler Hall was the founder of a multi-location gourmet food store and has consistently demonstrated a strong record of entrepreneurial success within the Northern Virginia community. She is a graduate of George Mason University with a B.A. in Political Science and a minor in Public Policy. Summary of director qualifications for Ms. Adeler Hall –Ms. Adeler Hall believes that community engagement is essential to business success. Guided by the idea that philanthropy and professional achievement go hand in hand, she brings strategic vision and a passion for service to her role at Adeler Jewelers and The Jorge Adeler Collection. Her philanthropic work includes organizing the Great Falls Children's Spring Festival for over 20 years, formerly chairing the Capital Hospice Gala, and co-chairing several galas supporting brain and behavioral health research. We believe that Ms. Adeler Hall’s business development and marketing career, as well as her community and philanthropic relationships and experience in our banking market, are beneficial to the Company and the Bank.

  4. Nominees for Election

    Terry M. Saeger, 64, has served as a director of the Bank since 2011. Mr. Saeger has served as CEO and President of The Saeger Group, LLC, since 2005. In this capacity he works with CEOs and other executives of public and private companies to improve company performance and their leadership skills. He is also a Senior Business Counselor for the George Mason University Small Business Development Center where he has advised over 500 small businesses in the Bank’s market area since 2020. He previously served as Chief Executive Officer for Conservation Solutions, Inc., a conservator of art, architecture and artifacts (2016 to 2018). Mr. Saeger was Senior Vice President and General Manager at Volt Delta Resources, LLC, a telecommunications technology and software as a service business (2008 to 2015) and Executive Vice President at Humach, Inc., a software as a service customer experience solutions provider. Mr. Saeger has a B.S. in Industrial Engineering and Management from North Dakota State University and did post-graduate studies in Computer Integrated Manufacturing at Brigham Young University. Summary of director qualifications for Mr. Saeger – Mr. Saeger joined the Board of the Bank in 2011 and currently serves as the Vice Chair and Lead Independent Director. He serves as the Chair of the Information Technology Committee of the Company and the Bank, and the Compensation Committee of the Company and the Bank. Mr. Saeger also attends all other Company and Bank Committee meetings in his role as Vice Chairman. Mr. Saeger is a member of the National Association of Corporate Directors (“NACD”) and holds Directorship Certification by NACD which is their highest level of professional Director certification focused on governance and best practices for public company boards of directors. Mr. Saeger’s commitment to Board governance has been recognized by NACD as he has been selected as a Subject Matter Expert for the revision of the NACD Directorship Certification examination program in 2025. He also has attained, and maintained, a Certificate in Cyber-Risk Oversight for Directors from NACD/Ridge Global/Carnegie Mellon University’s CERT Software Engineering Institute. Mr. Saeger has over 25 years of experience in technology, software as a service, intellectual property, sales and management and is focused on helping build business value for all stakeholders of the Company. In his career he has overseen/managed accounting professionals, been responsible for financial audits, and been required to attest to internal controls for public company financial reporting. He emphasizes integrity and open communication and brings to the Board a wealth of experience in organizational structure, planning and forecasting. As our Lead Independent Director, Mr. Saeger’s responsibilities include working with the Chairman to set agendas for Board meetings and chairing meetings of the Board’s independent directors.

  5. Incumbent Directors Serving for Terms Expiring in 2027

    Incumbent Directors Serving for Terms Expiring in 2027 Charles C. Brockett, 62, has served as a director of the Company since January 2017, when he also became President of the Company and the Bank. In July 2020, Mr. Brockett retired as President and a director of the Bank. Effective March 31, 2022, Mr. Brockett retired as President of the Company. Mr. Brockett’s employment agreement with the Company terminated on December 31, 2021. Mr. Brockett continues to serve as a member of the Board of Directors of the Company. Prior to joining the Company, Mr. Brockett was Executive Vice President, Director of Operations at Eagle Bank. Mr. Brockett held this position beginning in 2014 (following Eagle Bancorp’s completion of its acquisition of Virginia Heritage Bank) until May 2016. In this role, Mr. Brockett had direct oversight responsibility for all of the retail banking operations, deposit and loan operations, information technology, residential lending operations, marketing, customer service, and facilities. His tenure at Virginia Heritage Bank began in 2005 where he was one of the initial founders and worked throughout the entire initial capital raise, regulatory application, and ultimate opening. He served on the board of directors throughout the bank’s existence as well as Chief Financial Officer, and in 2010 assumed the role of Chief Operating Officer. At the time of its acquisition by Eagle Bancorp, Virginia Heritage Bank had grown to approximately $950 million in total assets with five branches. From 1998 until 2005, Mr. Brockett was Managing Partner of Enterprise Financial Consulting, a Northern Virginia-based financial consulting firm which he founded in 1998. The firm specialized in the areas of accounting, finance and corporate governance such as compliance with the Sarbanes-Oxley Act of 2002. His clients included financial institutions, and technology and other middle market companies. Summary of director qualifications for Mr. Brockett ― Mr. Brockett has spent most of his career in banking, having started in 1980 with First Commercial Bank in Arlington, Virginia. He has held positions of increasing responsibility, including residential, consumer and commercial lending, credit management, compliance, enterprise risk management and accounting. In addition to banking, Mr. Brockett spent several years in public accounting/consulting specializing in areas such as internal controls over financial reporting. Mr. Brockett is a licensed Certified Public Accountant in the Commonwealth of Virginia. We believe that Mr. Brockett’s banking career and his knowledge of our banking market, along with his accounting expertise and his business relationships, directly benefit his role as a director of the Company and have proven to be beneficial for the Company and the Bank. Thomas J. Chmelik, 63, has served as a director of the Bank since 2003, the year in which he joined the Bank as Senior Vice President and Chief Financial Officer. Upon formation of the Company in 2016, he was appointed its Senior Executive Vice President, Chief Financial Officer and Secretary. In November 2025, the Company announced the planned retirement of Mr. Chmelik as Chief Financial Officer of the Company and the Bank, effective as of December 31, 2025. Mr. Chmelik will continue to serve the Company and the Bank from January 1, 2026, through December 31, 2027, as Senior Executive Vice President. He will also continue to serve as Secretary of the Company and the Bank. In December 2025, the Company entered into a new employment agreement with Mr. Chmelik. For additional information, see “− Employment Agreements.” Summary of director qualifications for Mr. Chmelik ― Mr. Chmelik is a co-founder and organizer of the Bank and currently serves as Senior Executive Vice President, Chief Financial Officer and Secretary of the Company and the Bank. Mr. Chmelik has a long and established career working as a Chief Financial Officer in four Washington, D.C. metropolitan area community banks, as well as in Tanzania, Africa. Mr. Chmelik served on the Board of Directors and worked as part of the executive management team for another community bank. Mr. Chmelik consistently drives loan and deposit opportunities to the Bank. We believe Mr. Chmelik’s extensive experience as a chief financial officer, combined with his executive management and prior bank board experience, make him a strong contributor to the Board. In addition, Mr. Chmelik focuses on corporate governance. Patsy I. Rust, 84, has served as a director of the Bank since 2008. She was a Senior Vice President with the Bank from its inception until her retirement in September 2008. Prior to joining the Bank, Ms. Rust was involved in business development and management at Millennium Bank, N.A., BB&T, F&M Bank and Bank of the Potomac. Ms. Rust was also a founder and organizer for Bank of the Potomac, where she was responsible for personnel, facilities, marketing, operations, and branch management. Ms. Rust has completed continuing education through the American Institute of Banking, the Virginia Bankers Association, and the University of Virginia. Ms. Rust has been involved over the past 41 years in numerous civic and charitable organizations in Herndon, Virginia. She was the chairman of the first Herndon Centennial Celebration, Chairman of the Dranesville District Republican Party, received the Woman of the Year award from the Business and Professional Woman’s Club, organized and chaired Sister Cities International of Herndon and has held offices of President and Treasurer in other organizations. Summary of director qualifications for Ms. Rust – Ms. Rust is a founding shareholder and organizer of the Bank. She joined the Board of the Bank in 2008 and currently serves as Chair of the Audit and Risk Committee. Prior to retiring from a 30-year banking career in the Northern Virginia market, Ms. Rust was a major contributing organizer of two de novo community banks and opened and managed two bank branches. Ms. Rust completed ongoing educational banking courses throughout her career. Ms. Rust was also the owner of a retail business prior to her banking career. Ms. Rust has been a civic leader in the community and has been active in local charities. We believe Ms. Rust brings a very strong knowledge of banking operations, administration and financial matters to the Board, which is very important as the Bank continues to grow. Additionally, Ms. Rust brings a very strong banking product and service knowledge, which aids the Bank in shaping its strategic direction. Ms. Rust continues to bring business opportunities to the Bank and is very active in networking with the Company’s employees.

  6. Incumbent Directors Serving For Terms Expiring in 2028

    Incumbent Directors Serving For Terms Expiring in 2028 Rafael E. DeLeon, 62, has served as a director of the Company and the Bank since July 2021. Mr. DeLeon has served as Senior Vice President of Industry Engagement for Ncontracts LLC, a provider of integrated risk management and lending compliance solutions for the financial services industry since June 2021. Mr. DeLeon oversees that company’s regulatory outreach efforts and advises customers regarding regulatory compliance matters. He frequently speaks to banking trade organizations regarding governance, risk and compliance challenges for financial institutions. Mr. DeLeon served for over three decades with the Office of the Comptroller of the Currency (the “OCC”). He joined the OCC in 1989 as an assistant national bank examiner and was commissioned as a national bank examiner in 1995. Mr. DeLeon retired from the OCC in April 2021, most recently serving as Director for Banking Relations, a role in which he directed the agency’s outreach to commercial banks and was its representative to industry trade associations. Among his responsibilities, he led and instructed OCC workshops for community bank directors and represented the agency to the financial services industry at events around the country. Summary of director qualifications for Mr. DeLeon – Mr. DeLeon brings his extensive experience at the OCC in finance, regulatory compliance, and risk management to our Board. His responsibilities with the OCC, as well as his current position, provide him with insight regarding new and changing regulatory and financial perspectives which will be beneficial to our Board. Russell Echlov, 51, has served as a director of the Company and the Bank since December 2018. Since October 2020, Mr. Echlov has served as a Partner/Founder of Ledyard Capital, an asset management business focused on the financial services industry. Mr. Echlov was previously a Senior Portfolio Manager of RMB Capital Management LLC, Mendon Capital Strategy (Community Banking Strategy) from 2014 to 2020. Mr. Echlov started his career as an associate at Mendon Capital Advisors Corp in 1997. In 2001, Mr. Echlov left to gain experience with various investment strategies and worked with firms such as Keefe, Bruyette & Woods, FrontPoint Stadia, Columbia Financial Partners and Spring Hill Capital Partners, LLC. In 2017, Mr. Echlov returned to Mendon Capital Advisors who teamed up with RMB Capital to manage a financial services-focused US equity strategy. Mr. Echlov earned his bachelor’s degree in Modified Economics and Geography from Dartmouth College. Since 2020, Mr. Echlov has served as a director of InsCorp, Inc. and its subsidiary, INSBANK, a community bank in Tennessee. Prior to the appointment, he was affiliated with INSBANK for four years. Mr. Echlov served as a director of Independence Bancshares, Inc. from 2015 until 2018. Summary of director qualifications for Mr. Echlov – Mr. Echlov brings financial services industry knowledge. Mr. Echlov’s background in analyzing investment opportunities and following performance across the financial industry for over 25 years has provided him with a depth of industry knowledge. He has experience in financial statement, credit, alco, and operational risk analysis, as well as corporate governance and technology. He also has audit committee experience overseeing financial reporting. The Board has determined that Mr. Echlov is an audit committee financial expert as defined by the SEC. Darrell Green, 66, has served as a director of the Bank since 2013. Since 2016, Mr. Green has served as an Associate Director of Athletics at George Mason University. In this position he is engaged in multiple roles, including identifying potential development partners, assisting in external media and marketing for the Athletic Department, and providing student athletic development through a program to provide student athletes the opportunity to build relationships with individuals and companies, including himself, to participate in mentoring and training for their future in the workforce. In 2003, Mr. Green established Darrell Green Enterprises, LLC, a marketing company that facilitates opportunities for Mr. Green and other athletes. After 20 years with the Washington Redskins (now Commanders), which included seven Pro-Bowl appearances, four NFL Fastest Man Competition titles and three Super Bowls, he became a first ballot inductee into the Pro Football Hall of Fame, Class of 2008, and was officially inducted on August 2, 2008. Mr. Green has received many awards for his accomplishments both on and off the field. He is the founder of the Darrell Green Youth Life Foundation (“DGYLF”), which opens and operates the Darrell Green Youth Life Learning Centers throughout the Washington, D.C. community. The Darrell Green Business Council for Youth was established to bring together business leaders and utilize their expertise in support of DGYLF programs. He has served as a board member for the Baltimore-Washington 2012 Olympic Bid, NFL/NFLPA September 11th Relief Fund, and the Loudoun Education Foundation. Mr. Green completed his Bachelor of Science degree in general studies and social science at St. Paul’s College in Lawrenceville, Virginia. In 1999, Marymount University recognized Mr. Green for his humanitarian endeavors and conferred upon him an honorary Doctorate of Humane Letters degree. In 2002, George Washington University and St. Paul’s College awarded Mr. Green his second and third honorary Doctorate of Humane Letters degrees. He has received several prestigious awards: including the NFL’s Man of the Year award in 1996; inducted into the Pro Football Hall of Fame in 2008; included on the NFL 100th Anniversary All-Time Team; and, in 2024, his football number was retired by the Commanders, only the fifth time in team history. Summary of director qualifications for Mr. Green – Mr. Green was an organizing director and organizing shareholder of the Bank. Mr. Green left the Board shortly after the Bank opened in 2004 for personal reasons and re-joined the Board in April 2013. Mr. Green has been an avid and vocal supporter of the Bank since it opened its doors in 2004. Mr. Green is an established business and community leader – having been involved with successful businesses as well as humanitarian endeavors. We believe that the Board benefits from Mr. Green’s exceptional ethics and community leadership skills and his strong business and marketing skills.

  7. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

    | (1) Includes directors’ vested stock awards. See “Director Compensation.” Also includes shares held directly, as well as shares held in retirement accounts, in a fiduciary capacity, by certain of the individual’s family members, or by trusts of which the individual is a trustee and with respect to which shares the individual may be deemed to have sole or shared voting and/or investment power, and shares under a power of attorney. |

  8. Summary Compensation Table

    Summary Compensation Table

  9. Summary Compensation Table

    | Name and Principal Position | Year | Salary(1) ($) | Bonus(1) ($) | Stock Awards(2) ($) | Option Awards ($) | Non-Equity Incentive Plan Compensation ($) | Non-qualified Deferred Compensation Earnings ($) | All Other Compensation(3) ($) | Total ($) | | Jeff W. Dick Chairman, President & Chief Executive Officer | 2025 2024 | $710,000 $710,000 | $ ― $ ― | $532,500 $ ― | $ ― $ ― | $ ― $ ― | $ ― $ ― | $24,627 $31,955 | $1,267,127 $741,955 | | Thomas J. Chmelik(4) Senior Executive Vice President, Chief Financial Officer and Secretary | 2025 2024 | $375,000 $375,000 | $ ― $ ― | $ ― $ ― | $ ― $ ― | $ ― $ ― | $ ― $ ― | $22,136 $21,577 | $397,136 $396,577 | | Abdul Hersiburane Bank President | 2025 2024 | $419,000 $405,000 | $ ― $180,000 | $189,450 $ ― | $ ― $ ― | $ ― $ ― | $ ― $ ― | $19,914 $22,569 | $628,364 $607,569 | | Richard A. Vari(5) Executive Vice President & Chief Financial Officer of MainStreet Bank | 2025 | $264,000 | $ ― | $162,000 | $ ― | $ ― | $ ― | $19,213 | $445,213 |

  10. Summary Compensation Table

    (1) The Company’s executive compensation program consists of both fixed base salaries and discretionary bonuses in the form of cash payments and restricted stock awards under the 2019 Equity Incentive Plan. Allocation of the cash payments and restricted stock awards is determined by the award recipients, provided that the cash payments may not be more than 50 percent of each total award. For additional information see “— Equity Incentive Plan” below. (2) No restricted stock awards were granted for 2024. Restricted stock awards for 2025 were as follows: Mr. Dick – $532,500 (23,511 shares); Mr. Hersiburane -- $189,450 (8,367 shares); and Mr. Vari -- $162,000 (7,155 shares). Reflects aggregate grant date fair value of stock awards based upon the stock price on the date of the award in accordance with FASB ASC Topic 718. The restricted stock awards vest one-third after one year and one-third annually thereafter during periods of continued service by the award recipients until the awards are fully earned. The awards vest immediately upon a change in control transaction. (3) Consists of matching contributions under the Retirement Plan and dividends received on restricted stock awards. (4) In November 2025, the Company announced the planned retirement of Thomas J. Chmelik as Chief Financial Officer, effective as of December 31, 2025. Mr. Chmelik will continue to serve the Company and the Bank from January 1, 2026, through December 31, 2027, as Senior Executive Vice President and Secretary. In December 2025, the Company entered into a new employment agreement with Mr. Chmelik which replaced and superseded his prior employment agreement. Mr. Chmelik will also continue to serve as a member of the boards of directors of the Company and the Bank with terms expiring in 2027. (5) In December 2025, the Company announced that Richard A. Vari would become Executive Vice President and Chief Financial Officer of the Company and the Bank, effective January 1, 2026. From July 2025 to December 31, 2025, he served as Chief Financial Officer of the Bank and was Chief Accounting Officer and Senior Vice President of the Company and the Bank from 2019 to July 2025. The Compensation Committee of the Company’s Board of Directors has a policy governing the dispensation of incentive compensation for Named Executive Officers. To assist in this determination, the Compensation Committee engages an independent compensation consultant to compare the Company’s compensation and incentive strategy to ensure that it aligns with comparable peer banks. Mr. Dick has a target bonus of 125% of base compensation. Messrs. Hersiburane and Vari have target bonuses of 70% of base compensation. The Compensation Committee uses quantitative/qualitative metrics in its calculation of three incentive targets. The incentive targets are: (1) Company return-on-average assets, (2) Company non-performing assets to total assets, and (3) Bank total common equity to risk-based capital after applying the “worst-case” loss results from the Company’s internal stress-test model. Each year, the Compensation Committee approves a value for each incentive target, which may be higher than those calculated within the annual budget. Targets are binary and do not change during the year, nor does the respective weighting for each incentive target. For 2025, two of the three incentive targets were met, and one incentive target was missed. The Named Executive Officers received bonuses for the two that were met. The Named Executive Officers elected to receive their 2025 incentive compensation as 100% restricted shares vesting evenly over a three-year period.

  11. Outstanding Equity Awards at Fiscal 2025 Year-End

    Outstanding Equity Awards at Fiscal 2025 Year-End The table below includes information with respect to all unvested restricted stock awards held by the named executive officers at December 31, 2025.

  12. Outstanding Equity Awards at Fiscal 2025 Year-End

    | | Option Awards | | | | | Stock Awards | | | | | Name | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Un-exercisable | Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#) | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) (1) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($) (2) | | Jeff W. Dick | ― | ― | ― | $ ― | ― | ― | $ ― | 36,762 | $748,474 | | Thomas J. Chmelik | ― | ― | ― | $ ― | ― | ― | $ ― | 22,131 | $450,587 | | Abdul Hersiburane | ― | ― | ― | $ ― | ― | ― | $ ― | 6,036 | $122,893 | | Richard A. Vari | ― | ― | ― | $ ― | ― | ― | $ ― | 10,777 | $219,420 |

  13. Outstanding Equity Awards at Fiscal 2025 Year-End

    (1) Reflects current ownership of shares of restricted stock granted in 2023, 2024 and 2025, each of which vests in equal increments over a period of three years, five or ten years from the date of grant. (2) The amounts in this column represent the fair market value of the restricted stock as of December 31, 2025, based on the closing market price of the Company’s common stock on that date, which was $20.36 per share.

  14. CEO Pay Ratio

    CEO Pay Ratio We are providing the following information about the relationship of the annual total compensation of our employees and the annual total compensation of Jeff W. Dick, our Chairman, President, and Chief Executive Officer (“CEO”). For fiscal year 2025, the Company’s last completed fiscal year:

  15. CEO Pay Ratio

    | ● | The median of the annual total compensation of all employees at the Company (other than CEO Jeff W. Dick), was $115,281, and |

  16. CEO Pay Ratio

    | ● | The annual total compensation of Jeff W. Dick, our CEO, was $1,267,127. |

  17. CEO Pay Ratio

    Based on this information, the ratio for 2025 of the annual total compensation of our CEO to the median of the annual total compensation of all employees is approximately 11 to 1. With respect to the annual total compensation of our CEO, the Company used the amount reported in the “Total” column of the 2025 Summary Compensation Table. The pay ratio reported above is an estimate calculated in a manner consistent with SEC rules based on our internal records and the methodology described above. The SEC rules for identifying the median-compensated employee and calculating the pay ratio based on that employee’s annual total compensation allow companies to adopt a variety of methodologies, to apply certain exclusions, and to make reasonable estimates and assumptions that reflect their employees and compensation practices. Therefore, the pay ratio reported by other companies may not be comparable to the pay ratio reported above, as other companies with different employee populations and compensation practices may utilize different methodologies, exclusions, estimates, and assumptions in calculating their own pay ratios.

  18. The Pay Versus Performance Table

    The Pay Versus Performance Table The table below shows the total compensation for our principal executive officer (“PEO”) and the average compensation for other non-PEO named executive officers as reported in the above Summary Compensation Table (“SCT”) for the prior three years, along with the total and average compensation actually paid our PEO and non-PEO named executive officers, respectively, as well as the total shareholder return on the value of an initial fixed investment of $100 made at the beginning of the earliest year in the table through the end of each applicable year in the table, assuming the reinvestment of dividends, and the net income of the Company for the periods reported. Compensation actually paid, as determined under SEC requirements, does not necessarily reflect the actual amount of compensation earned by or paid to our named executive officers during a covered year.

  19. The Pay Versus Performance Table

    | Year | Summary Compensation Table Total for PEO | Compensation Actually Paid to PEO | Average Summary Compensation Table for Non-PEO Named Executive Officers | Average Compensation Actually Paid to Non-PEO Named Executive Officers | Value of Initial Fixed $100 Investment Based on Total Shareholder Return | Net Income | | | ($) (1) | ($) (2) | ($) (3) | ($) (4) | ($) (5) | ($000) (6) | | 2025 | $1,267,127 | $1,303,228 | $490,238 | $510,132 | $79.46 | $15,613 | | 2024 | $741,955 | $530,732 | $502,073 | $399,974 | $77.34 | $(12,136) | | 2023 | $1,582,651 | $1,477,065 | $679,716 | $627,106 | $103.70 | $24,429 |

  20. The Pay Versus Performance Table

    (1) This is the total compensation for our PEO reported for each applicable year within the Summary Compensation Table. (2) This is the amount of compensation actually paid to our PEO for each year, starting with the amounts set forth within the SCT “Total Compensation” column for the applicable year and adjusting that amount. Adjustments for 2025 were as follows:

  21. The Pay Versus Performance Table

    | Adds the change in fair value (whether positive or negative) as of the vesting date of any awards granted in prior fiscal year that are outstanding and unvested as of the end of the covered fiscal year | $40,269 | | Adds the change in fair value (whether positive or negative) as of the vesting date of any awards granted in the prior fiscal year for which all applicable vesting conditions were satisfied at the end of or during the covered fiscal year | ($4,168) | | Total Adjustments | ($36,101) |

  22. The Pay Versus Performance Table

    | (3) This is the average compensation for our non-PEO named executive officers reported for each applicable year within the SCT. |

  23. The Pay Versus Performance Table

    (4) This is the average compensation actually paid to our non-PEO executive officers for each year, starting with the average of such amounts set forth within the SCT “Total Compensation” column for the applicable year and adjusting the amount. Adjustments for 2025 were as follows:

  24. The Pay Versus Performance Table

    | Adds the change in fair value (whether positive or negative) as of the vesting date of any awards granted in prior fiscal year that are outstanding and unvested as of the end of the covered fiscal year | $21,396 | | Adds the change in fair value (whether positive or negative) as of the vesting date of any awards granted in the prior fiscal year for which all applicable vesting conditions were satisfied at the end of or during the covered fiscal year | ($1,502) | | Total Adjustments | ($19,894) |

  25. The Pay Versus Performance Table

    (5) This is the total shareholder return based on a fixed investment of $100 made at the beginning of the earliest year in the table (2023) through the end of each applicable year in the table, assuming reinvestment of dividends. (6) This is the Company’s net income for each year reported in the Pay Versus Performance Table. Based upon the information reported in the table above, the total compensation reported with the SCT for the Company’s PEO, Jeff W. Dick, as well as the compensation actually paid to Mr. Dick, increased by $525,172 or 70.8% between 2024 and 2025 and decreased by $840,696, or 53%, between 2023 and 2024. Meanwhile, the average compensation reported in the SCT for the other non-PEO named executive officers of the Company, as well as the average compensation actually paid to those officers, increased by $21,354 or 2.1% between 2024 and 2025 and decreased by $355,286 or 26.1% between 2023 and 2024. The Net Income of the Company increased between 2024 and 2025 by $25.6 million, or 256% and decreased between 2023 and 2024 by $36.6 million, or 138%, of the Company’s Net Income. Total Shareholder Return of the Company was $92.72, $69.15 and $79.46 for each of the years ended 2023, 2024, and 2025, respectively.

  26. DIRECTOR COMPENSATION

    DIRECTOR COMPENSATION During 2025, each non-employee director received Board fees in cash, common stock, or a combination of both at the director’s election. Compensation in 2025 for directors Dick and Chmelik for their service as executive officers is set forth in the Summary Compensation Table.

  27. Director Summary Compensation Table

    | Name | Fees Earned or Paid in Cash | Stock Awards(3) | Option Awards | All Other Compensation | Total | | Charles C. Brockett | $87,000 | $― | $ ― | $ ― | $87,000 | | Rafael DeLeon | $43,502 | $52,509 | $ ― | $ ― | $96,011 | | Russell Echlov | $96,000 | $― | $ ― | $ ― | $96,000 | | Darrell Green | $15,815 | $56,188 | $ ― | $40,800 (4) | $112,803 | | Paul Thomas Haddock | $96,000 | $― | $ ― | $ ― | $96,000 | | Wendy Adler-Hall (1) | $12,000 | $― | $ ― | $ ― | $12,000 | | Patsy I. Rust | $60,000 | $36,024 | $ ― | $ ― | $96,024 | | Terry M. Saeger | $152,000 | $― | $ ― | $ ― | $152,000 | | Ali R. Manouchehri (2) | $57,000 | $20,019 | $ ― | $ ― | $77,019 |