MainStreet Bancshares (MNSB) Proxy Filing summary

Executive summary

• The 2025 Annual Meeting will be held virtually on May 21, 2025, with shareholders voting on key proposals including director elections, auditor ratification, executive compensation, and a shareholder proposal regarding the sale of the company.

• Shareholders of record as of April 4, 2025, are eligible to vote, with 7,703,197 shares outstanding.

• The Board recommends voting for all director nominees, auditor ratification, executive compensation, a one-year frequency for say-on-pay, and against the shareholder proposal to sell the company.

Voting matters and shareholder proposals

• Proposals include electing four directors for three-year terms, ratifying Yount, Hyde & Barbour, P.C. as auditor, approving executive compensation, determining the frequency of say-on-pay votes, and a shareholder proposal recommending the sale of the company.

• The Board opposes the shareholder proposal to sell the company, citing lack of strategic flexibility and ongoing efforts to improve performance.

• Voting is available by mail, phone, or online, and shareholders can revoke proxies at any time before the meeting.

Board of directors and corporate governance

• The Board will expand to ten members if all nominees are elected, with staggered three-year terms.

• Most directors are independent under Nasdaq standards; independent directors met in executive session four times in 2024.

• The Board combines the roles of Chairman and CEO, with a Lead Independent Director to enhance governance.

• Committees include Nominating, Compensation, and Audit and Risk, each with written charters and independent membership.

• Director stock ownership guidelines require a minimum investment of $100,000 in company stock within three years of election.