MainStreet Bancshares, Inc 8-K, filed Jul 27, 2021
MainStreet Bancshares, Inc. (MNSB)
About this 8-K
MainStreet Bancshares, Inc filed this 8-K on July 27, 2021, reporting on events of July 21, 2021.
Items reported
- Item 5.02: Director or officer change, or executive pay
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instructions A.2. below):
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
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th interest in a share of 7.50% Series A Fixed-Rate Non-Cumulative Perpetual Preferred Stock |
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
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On July 21, 2021, the Board of Directors, upon the recommendation of the Nominating Committee, announced that, effective as of that date, the size of the Board was increased to ten members and Rafael E. DeLeon was appointed a member of the Board to fill the vacancy. Mr. DeLeon also will be a member of the Board of Directors of MainStreet Bank, the Company’s wholly owned commercial bank subsidiary. |
Mr. DeLeon was appointed to serve as a director for a term to expire at the 2022 Annual Meeting of Shareholders, and, upon his election at that Annual Meeting, for a term that shall expire at the 2025 Annual Meeting of Shareholders or until his successor is elected and qualified.
Mr. DeLeon’s compensation will be consistent with the compensation of the Company’s other non-employee directors. There are no arrangements or understandings between Mr. DeLeon and any other person pursuant to which he was recommended by the Nominating Committee.
There are no transactions in which Mr. DeLeon has an interest that require or are expected to require disclosure under Item 404(a) of Regulation S-K. Mr. DeLeon is expected to be a member of the Compensation and Nominating committees.
In April 2021, Mr. DeLeon retired after an over 30-year career as a national bank examiner with the Office of the Comptroller of the Currency, most recently serving as Director of Banking Relations. In June 2021, Mr. DeLeon joined Ncontracts, LLC, a provider of integrated risk management and lending compliance solutions for the financial services industry. Mr. DeLeon was appointed Senior Vice President of Industry Engagement to oversee that company’s regulatory outreach efforts and work with its customers.
A copy of the Company’s Press Release relating to Mr. DeLeon’s appointment as director is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference herein.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
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99.1 |
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104 |
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Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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MAINSTREET BANCSHARES, INC |
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Date: July 27, 2021 |
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/s/ Thomas J. Chmelik |
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Name: Thomas J. Chmelik |
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Title: Chief Financial Officer |
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Press Release
Contact: Debra Cope
(202) 468-3814
For Immediate Release
MainStreet Bancshares, Inc. Appoints Rafael E. DeLeon to Board of Directors
Veteran Banking Supervisor Brings Three Decades of Community Banking Focus
Fairfax, Virginia – July 22, 2021 – MainStreet Bancshares, Inc. (Nasdaq: MNSB), parent company of MainStreet Bank, announces the appointment of a veteran banking supervisor, Rafael E. DeLeon, as a director of the company and the bank.
Rafael E. DeLeon is currently a senior vice president of industry engagement for Ncontracts. Mr. DeLeon is a vibrant spokesperson with a wealth of knowledge on regulatory compliance and risk management for financial institutions. He joined Ncontracts in June 2021.
Mr. DeLeon recently retired from a successful three-decade career with the Office of the Comptroller of the Currency (OCC), having most recently served as the director for banking relations. Mr. DeLeon directed the agency’s outreach to commercial banks and was its representative to industry trade associations. Serving in this role since April 2018, Mr. DeLeon led and instructed the OCC’s workshops for community bank directors and represented the agency to the financial services industry at events around the country.
Mr. DeLeon joined the OCC in 1989 as an assistant national bank examiner in the Austin, Texas, office and was commissioned as a national bank examiner in January 1995. In addition, he has served as a consumer compliance specialist, a field office analyst, and a safety and soundness field examiner. Mr. DeLeon has worked as the examiner-in-charge for community bank examinations and regularly assisted in midsize and large bank examinations. He also served as the executive assistant to the OCC’s executive officer for leadership, learning, and workplace fairness.
Mr. DeLeon earned a Bachelor of Arts degree in business education from St. Mary’s University in San Antonio, Texas. He resides in Washington, D.C.
“We are thrilled that Mr. DeLeon is joining the board,” said Jeff W. Dick, Chairman & CEO of MainStreet Bancshares, Inc. and MainStreet Bank. “I’ve known Rafael for many years, and he brings a wealth of industry knowledge, strategic vision, and strong ethics and corporate governance to complement our already strong board as we strive to meet our community’s banking needs.”
“I’m happy to be joining MainStreet Bank and see it as a capstone in my career,” said Mr. DeLeon. “Throughout my career, community banking has been my focus. I believe that community banks are the bedrock of local and regional economies. I started my career in high school, working in a small community bank where my father worked, and I continued working with community banks in a number of cities across the country during my years of public service with the OCC. I look forward to joining with this incredible team as we work to transform the traditional community banking model to support the needs of MainStreet’s existing and prospective customers.”
About MainStreet Bank: MainStreet Bank operates seven branches in Herndon, Fairfax, Fairfax City, McLean, Leesburg, Clarendon and Washington, D.C. In addition, MainStreet Bank has 55,000 free ATMs and a fully integrated online and mobile banking solution.
The Bank is not restricted by a conventional branching system, as it can offer business customers the ability to Put Our Bank in Your Office®. With robust and easy-to-use online business banking technology, MainStreet has “put our bank” in over 1,000 businesses in the metropolitan area.
MainStreet Bank has a full complement of payment system services for third-party payment providers with nationally known market leaders on staff and ready to help payment providers create a solution perfect for their needs.
MainStreet Bank has a robust line of business and professional lending products, including government contracting lines of credit, commercial lines and term loans, residential and commercial construction, and commercial real estate. MainStreet also works with the SBA to offer 7A and 504 lending solutions. From sophisticated cash management to enhanced mobile banking and instant-issue Debit Cards, MainStreet Bank is always looking for ways to improve its customer experience.
MainStreet Bank was the first community bank in the Washington, D.C. metropolitan area to offer a full online business banking solution. MainStreet Bank was also the first bank headquartered in the Commonwealth of Virginia to offer CDARS – a solution that provides multi-million-dollar FDIC insurance. Further information on the Bank can be obtained by visiting its website at mstreetbank.com.
This release contains forward-looking statements, including our expectations with respect to future events that are subject to various risks and uncertainties. The statements contained in this release that are not historical facts are forward-looking statements as defined in the Private Securities Litigation Reform Act of 1995. Words such as “may,” “will,” “could,” “should,” “expect,” “plan,” “project,” “intend,” “anticipate,” “believe,” “estimate,” “predict,” “potential,” “pursuant,” “target,” “continue,” and similar expressions are intended to identify such forward-looking statements. Factors that could cause actual results to differ materially from management's projections, forecasts, estimates and expectations include: fluctuation in market rates of interest and loan and deposit pricing, adverse changes in the overall national economy as well as adverse economic conditions in our specific market areas, maintenance and development of well-established and valued client relationships and referral source relationships, and acquisition or loss of key production personnel.