John Marshall Bancorp (JMSB) Proxy filing summary

Executive summary

• Annual Meeting scheduled for June 16, 2026, to elect eight directors and ratify the appointment of the independent auditor.

• Shareholders can vote by Internet, phone, mail, or in person; proxy materials are available online.

• Board recommends voting for all director nominees and for the auditor ratification.

Voting matters and shareholder proposals

• Shareholders will vote on electing eight directors and ratifying Yount, Hyde & Barbour, P.C. as the independent auditor for 2026.

• Board recommends voting for all nominees and for auditor ratification.

• Shareholder proposals for the 2027 meeting must be submitted by December 30, 2026.

Board of directors and corporate governance

• Board consists of eight directors, all but the CEO are independent under Nasdaq rules.

• Board leadership is separated between Chairman and CEO.

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

• Directors are encouraged to attend meetings; all attended at least 75% of meetings in 2025.

• Code of Business and Ethical Conduct and insider trading/anti-hedging policies are in place.