8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): June 1, 2022

John Marshall Bancorp, Inc.

(Exact name of registrant as specified in its charter)

-
Virginia	001-41315	81-5424879
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

1943 Isaac Newton Square, Suite 100

Reston, Virginia 20190

(Address, including zip code, of principal executive offices)

Registrant’s telephone number, including area code: (703) 584-0840

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 Instruction A.2. below):

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class registered	Trading symbol(s)	Name of each exchange on which registered
Common Stock, par value $0.01 per share	JMSB	The Nasdaq Stock Market LLC

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.

John Marshall Bancorp, Inc. (the “Company”), the parent company of John Marshall Bank, announced a series of leadership promotions effective June 1, 2022. William J. Ridenour, former Chief Banking Officer, and Carl E. Dodson, former Chief Operating Officer and Chief Risk Officer, transitioned their roles, respectively, to advisors to the Chief Executive Officer.

Andrew J. Peden, age 44, has been promoted from Executive Vice President, Chief Lending Officer to Executive Vice President, Chief Banking Officer. Previously, Mr. Peden served as Executive Vice President – Chief Lending Officer since May 2018. He has over 20 years of banking experience. Prior to joining the Company, Mr. Peden spent one year at United Bank serving as a Market Executive. Prior to that, Mr. Peden spent 17 years with Cardinal Bank where he most recently served as Executive Vice President of Commercial Real Estate Lending. Mr. Peden earned his Bachelors of Science from the University of Richmond – Robins School of Business in Business. Mr. Peden is also very involved in the community, having served for 15 years on the steering committee of a fundraising event for the Inova Kellar Center and as a youth sports coach.  

Kelly J. Bell, age 54, has been promoted from Executive Vice President, Director of Retail Banking and Treasury Services to Executive Vice President, Chief Operating Officer. Ms. Bell was previously Senior Vice President, Director of Retail Banking and Treasury Services since May 2017, promoted to Executive Vice President, Director of Retail Banking and Treasury Services in 2021. Ms. Bell has over 30 years of community banking experience and 22 years of serving the Washington metropolitan area. Prior to joining the Company, Ms. Bell spent three years as Senior Vice President, Director of Retail Banking at Cardinal Bank. Prior to that, Ms. Bell served 13 years in increasing roles of responsibility at Virginia Commerce Bank. She is a graduate of the Virginia Bankers Association School of Bank Management and a graduate of Leadership Alexandria.

Neither Mr. Peden nor Ms. Bell has any family relationship, as defined in Item 401 of Regulation S-K, with any other executive officer or any of our directors. There are no arrangements or understandings between either of such officers and any other person pursuant to which such officer was appointed.

For additional information, reference is made to the Company’s press release, dated June 1, 2022, which is filed as Exhibit 99.1 to this report and incorporated by reference herein.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.	Description
99.1	Press Release, dated June 1, 2022.
104	Cover Page Interactive Data File (embedded within the Inline XBRL document).

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.

	JOHN MARSHALL BANCORP, INC.
Date: June 7, 2022	By:	/s/ Kent D. Carstater
		Kent D. Carstater Executive Vice President, Chief Financial Officer

EX-99.1

Exhibit 99.1

John Marshall Bancorp, Inc. Announces Executive Leadership Promotions as Part of Succession Plan

Company Release - 6/1/2022

Reston, VA — John Marshall Bancorp, Inc. (the “Company”) (Nasdaq: JMSB), the parent company of John Marshall Bank (“JMB” or the “Bank”), today announces a series of Executive Leadership promotions, and William J. Ridenour and Carl E. Dodson will transition their roles to advisors to the CEO, in which they will continue to support the Bank’s efforts. Mr. Ridenour and Mr. Dodson have been instrumental in building the Bank’s client base and technical infrastructure, respectively. Mr. Ridenour, who has over 42 years of experience in the banking industry, will be transitioning out of his role as Senior Executive Vice President, Chief Banking Officer. Mr. Dodson, who has over 34 years of banking experience, will be moving on from his role as Senior Executive Vice President, Chief Operating and Chief Risk Officer. John Marshall Bank is proud to see them continue their involvement with the future of the Bank.

As Mr. Ridenour and Mr. Dodson assume their advisory roles, existing members of the John Marshall Bank leadership team have received promotions, as part of the Bank’s long-established succession plan. These promotions are:

● Andrew J. Peden has been promoted from Executive Vice President, Chief Lending Officer to Executive Vice President, Chief Banking Officer. He has been with the Bank for four years and has over 22 years of banking experience.

● Jason R. McDonough has been promoted from Executive Vice President, Director of Commercial Real Estate to Executive Vice President, Chief Lending Officer. He has been with the Bank for four years and has over 16 years of banking experience.

● Kelly J. Bell has been promoted from Executive Vice President, Director of Retail Banking and Treasury Services to Executive Vice President, Chief Operating Officer. She has been with the Bank for five years and has over 30 years of banking experience.

● Sheila Yosufy has been promoted from Senior Vice President, Director of Business Development to Executive Vice President, Director of Sales. She has been with the Bank for nearly four years and has over 20 years of banking experience.

In their roles, Andrew, Jason, Kelly, and Sheila will continue to expand the Bank’s capabilities and provide leadership in support of the Bank’s commitment to serving clients. Altogether, they have nearly 90 years of combined banking experience.

About John Marshall Bancorp, Inc.:

John Marshall Bancorp, Inc. is the bank holding company for John Marshall Bank. John Marshall Bank is a $2.25 billion bank headquartered in Reston, Virginia with eight full-service branches located in Alexandria, Arlington, Loudoun, Prince William, Reston, and Tysons, Virginia, as well as Rockville, Maryland, and Washington, D.C. with one loan production office in Arlington, Virginia. The Bank is dedicated to providing exceptional value, personalized service and convenience to local businesses and professionals in the Washington D.C. Metro area. JMB offers a comprehensive line of sophisticated banking products and services that rival those of the largest banks along with experienced staff to help achieve customers’ financial goals. Dedicated Relationship Managers serve as direct points-of-contact, providing subject matter expertise in a variety of niche industries including Charter and Private Schools, Government Contractors, Health Services, Nonprofits and Associations, Professional Services, Property Management Companies, and Title Companies. Learn more at www.johnmarshallbank.com.

In addition to historical information, this press release contains certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 which are based on certain assumptions and describe future plans, strategies and expectations of the Company. These forward-looking statements are generally identified by use of the words “believe,” “expect,” “intend,” “anticipate,” “estimate,” “project,” “will,” “should,” “may,” “view,” “opportunity,” “potential,” or similar expressions or expressions of confidence. The Company’s ability to predict results or the actual effect of future plans or strategies is inherently uncertain. Factors which could have a material adverse effect on the operations of the Company and its subsidiary include, but are not limited to the following: changes in interest rates, general economic conditions, public health crises (such as the governmental,

social and economic effects of COVID-19), levels of unemployment in the Bank’s lending area, real estate market values in the Bank’s lending area, future natural disasters, the level of prepayments on loans and mortgage-backed securities, legislative/regulatory changes, monetary and fiscal policies of the U.S. Government including policies of the U.S. Treasury and the Board of Governors of the Federal Reserve System, the quality or composition of the loan or investment portfolios, demand for loan products, deposit flows, competition, demand for financial services in the Company’s market area, accounting principles and guidelines, and other conditions which by their nature are not susceptible to accurate forecast, and are subject to significant uncertainty. These risks and uncertainties should be considered in evaluating forward-looking statements and undue reliance should not be placed on such statements. The Company does not undertake, and specifically disclaims any obligation, to publicly release the result of any revisions which may be made to any forward-looking statements to reflect events or circumstances after the date of such statements or to reflect the occurrence of anticipated or unanticipated events.

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XML

Document and Entity Information	Jun. 01, 2022
Document and Entity Information [Abstract]
Document Type	8-K
Document Period End Date	Jun. 01, 2022
Entity File Number	001-41315
Entity Registrant Name	John Marshall Bancorp, Inc.
Entity Incorporation, State or Country Code	VA
Entity Tax Identification Number	81-5424879
Entity Address State Or Province	VA
Entity Address, Address Line One	1943 Isaac Newton Square
Entity Address, Adress Line Two	Suite 100
Entity Address, City or Town	Reston
Entity Address, Postal Zip Code	20190
City Area Code	703
Local Phone Number	584-0840
Title of 12(b) Security	Common Stock, par value $0.01 per share
Trading Symbol	JMSB
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	true
Entity Ex Transition Period	true
Entity Central Index Key	0001710482
Amendment Flag	false
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false