John Marshall Bancorp (JMSB) Proxy Filing summary

Executive summary

• Annual Meeting scheduled for June 17, 2025, to elect eight directors, ratify the auditor, and approve a new stock incentive plan.

• Shareholders of record as of April 21, 2025, are eligible to vote; 14,301,637 shares outstanding.

• Proxy materials and annual report are available online, with voting options by Internet, phone, mail, or in person.

Voting matters and shareholder proposals

• Proposals include: election of eight directors, ratification of Yount, Hyde & Barbour, P.C. as auditor for 2025, and approval of the 2025 Stock Incentive Plan.

• Board recommends voting FOR all proposals.

• Shareholder proposals for the 2026 meeting must be submitted by December 30, 2025.

Board of directors and corporate governance

• Board consists of eight directors, all current nominees, with diverse backgrounds in business, law, architecture, and banking.

• Board leadership is separated between Chairman and CEO.

• All directors except the CEO are independent under Nasdaq rules.

• Board met 13 times in 2024; all directors attended at least 75% of meetings.

• Three standing committees: Audit, Compensation, and Governance/Nominating, each with defined charters and independent members.