Fifth District Bancorp, Inc.
For the period ended Dec 31, 2024. Filed Mar 26, 2025.
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FY2024 · Filed Mar 26, 2025
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Item 11. Executive Compensation
Summary Compensation Table
The following information is furnished for the years ended December 31, 2024 and 2023 for our principal executive officer and the two most highly compensated executive officers (other than the principal executive officer) whose total compensation exceeded $100,000 for the fiscal year ended December 31, 2024. These individuals are sometimes referred to in this annual repost as the “named executive officers.”
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| · · · · · · · · · Non-equity · · · · · · | |||||||||||||||||
| · · · · · · · · · · Incentive Plan · · All Other · · · | |||||||||||||||||
| Name and Principal Position · Year · Salary ($) · Bonus ($) (1) · Compensation ($) · Compensation ($) (2) · Total ($) | |||||||||||||||||
| Brian W. North | | 2024 | | $342,450 | | $— | | $118,125 | | $81,845 | | $542,420 | |||||
| President and Chief Executive Officer | 2023 | | 307,500 | | 46,125 | | 36,000 | | 89,377 | | 479,002 | ||||||
| Amie L. Lyons | | 2024 | | | 217,500 | | | — | | | 66,750 | | | 61,154 | | | 345,404 |
| Senior Vice President of Administration and Operations | 2023 | | 185,000 | | 27,750 | | 19,800 | | 59,660 | | 292,210 | ||||||
| Melissa C. Burns | | 2024 | | | 160,650 | | | — | | | 82,095 | | | 59,224 | | | 301,969 |
| Vice President and Chief Financial Officer | 2023 | | 153,000 | | 22,950 | | 17,400 | | 35,542 | | 228,892 | ||||||
| (1) | Represents a discretionary Christmas bonus. |
(2)The compensation for 2024 disclosed in the “All Other Compensation” column consists of the following:
| · · · · · · · · · · | ||||||
|---|---|---|---|---|---|---|
| · · · Health and · · · · · · | ||||||
| · · · · Welfare · · · · 401(k) Plan · · | ||||||
| · · Automobile · · Insurance · · ESOP · · Employer · · Total All Other | ||||||
| Name · Allowance ($) · Premiums ($) · Allocation ($) · Contributions ($) · Compensation ($) | ||||||
| Brian W. North | 7,200 | 9,021 | 21,069 | | 44,555 | 81,845 |
| Amie L. Lyons | 3,600 | 4,984 | 17,413 | | 35,157 | 61,154 |
| Melissa C. Burns | 3,600 | 11,653 | 15,005 | | 28,966 | 59,224 |
Employment Agreements. Fifth District has entered into employment agreements with Mr. North and Mss. Lyons and Burns. The employment agreements became effective on July 31, 2024. The initial term of the employment agreement with Mr. North began as of the effective date and ends on the third anniversary of that date. The initial term of the employment agreements with Mss. Lyons and Burns began as of the effective date and ends on the second
anniversary of that date. Commencing on the first anniversary of the effective date of each agreement and on each anniversary date thereafter, the term of the agreement will extend automatically for one additional year, so that the remaining term is again three years (in the case of Mr. North) or two years (in the case of Mss. Lyons and Burns), unless either Fifth District or the executive give notice to the other party of non-renewal. If either party provides the other with notice of non-renewal, the term will become fixed and will expire at the end of the current term. Notwithstanding the foregoing, in the event Fifth District Bancorp or Fifth District enters a transaction that would constitute a change in control, as defined under the employment agreements, the term of the agreements would automatically extend so that they would expire no less than three years (in the case of Mr. North) or two years (in the case of Mss. Lyons and Burns) following the effective date of the change in control.
The employment agreements specify the base salaries of Mr. North and Mss. Lyons and Burns, which are currently $342,450, $217,500 and $160,650, respectively. The Board of Directors or the Compensation Committee of the Board of Directors of Fifth District may increase, but not decrease, the executives’ base salaries. In addition to base salary, the agreements provide that each executive will participate in any bonus plan or arrangement of Fifth District in which senior management is eligible to participate and/or may receive a bonus on a discretionary basis, as determined by the Board of Directors or the Compensation Committee of the Board of Directors. Each executive is also entitled to participate in all employee benefit plans, arrangements and perquisites offered to employees and officers of Fifth District and the reimbursement of reasonable travel and other business expenses incurred in the performance of the executive’s duties for Fifth District.
Fifth District may terminate the executives’ employment with or without cause (as defined in the employment agreement), or the executives may resign from their employment, at any time with or without good reason (as defined in the employment agreement). Under each of the employment agreements, in the event Fifth District terminates the executive’s employment without cause or the executive voluntary resigns for good reason (i.e., a “qualifying termination event”), Fifth District will pay the executive a severance payment equal to the greater of (i) the remaining base salary plus the total annual bonus opportunity (based on the highest annual bonus earned during the three most recent calendar years before the executive’s date of termination) the executive would have received during the remaining term of the employment agreement, or (ii) two times the sum of the executive’s base salary plus the average annual incentive bonus paid to the executive for the three most recently completed calendar years before the date of termination. In addition, the executive will be reimbursed for their monthly COBRA premium payments for up to 18 months.
If a qualifying termination event occurs at or within two years following a change in control of Fifth District Bancorp or Fifth District, the executives would be entitled to a severance payment under the employment agreements (in lieu of the payments and benefits described in the previous paragraph) equal to three times (in the case of Mr. North) or two times (in the case of Mss. Lyons and Burns) the sum of (i) the executive’s base salary in effect as of the date of termination (or during the three preceding years, if higher), plus (ii) the average annual total incentive bonus earned by the executive for the three most recently completed calendar years before the change in control (or, if greater, the annual total incentive bonus that would have been earned in the year of the change in control at target bonus opportunity). In addition, the executives would receive a lump sum payment equal to the value of 18 months’ health care cost (based on COBRA premium payments).
The employment agreements terminate upon the executives’ death or disability. Upon termination of employment (other than a termination in connection with a change in control), the executives will be required to adhere to one-year non-solicitation restrictions set forth in the employment agreements.
The non-solicitation covenants also apply following a change in control for a period mutually to be agreed to by the parties, which will be no less than six months nor exceed two years. In the event payments and benefits provided to the executive become subject to Sections 280G and 4999 of the Internal Revenue Code of 1986, as amended (the “Code”), and after considering the value of the non-solicitation covenants, the payments will be reduced if the reduction would leave the executive financially better off on an after-tax basis than if the executive received the entire payment and was obligated to pay the excise tax under Section 4999 of the Code.
Executive Salary Continuation Agreements. Fifth District has entered into Executive Salary Continuation Agreements (“SCAs”) with each of the named executive officers. Under the SCAs, upon separation from service on or
after attaining age 65 (other than for cause), Fifth District will pay an annual retirement benefit of $171,216 for Mr. North, $108,744 for Ms. Lyons and $80,316 for Ms. Burns, payable in equal monthly installments over fifteen years.
If the executive involuntarily separates from service before attaining age 65, other than for cause, Fifth District will pay the executive a benefit equal to the normal retirement benefit ($162,432 for Mr. North and $75,000 for each of Mss. Lyons and Burns) multiplied by a fraction, the numerator of which is the number of calendar months of participation under the SCA and the denominator of which is the total number of months between the executive’s initial participation in the SCA and the executive’s 65 th birthday. The reduced annual benefit is payable in equal monthly installments over fifteen years.
If the executive voluntarily terminates employment before attaining age 65, other than due to disability or in connection with a change in control, or if the executive’s employment is involuntarily terminated for cause, the executive will not be entitled to any benefits under the SCA.
If the executive separates from service due to a disability before attaining age 65 or if the executive separates from service at any time following a change in control of Fifth District (as defined in the SCA), Fifth District will pay the executive the same benefits as if the executive separated from service after attaining age 65. The benefit payments under the SCA will commence within 30 days of the executive’s separation from service.
If the executive dies while employed by Fifth District and before the commencement of benefit payments under the SCA, Fifth District will pay the executive’s beneficiary the same benefits as if the executive separated from service after attaining age 65. Fifth District will pay the benefit in equal monthly installments over fifteen years, commencing within 30 days of the date of death.
If the executive dies while receiving benefits under the SCA, Fifth District will continue to pay the benefits in the same amount and at the same time they would have been paid to the executive had the executive survived until Fifth District had made all payments under the SCA.
Non-Equity Incentive Plan. Each year, the Board of Directors of Fifth District may award, at its discretion, an individual bonus to certain key senior officers who are responsible for the financial and operational success of Fifth District. By December 31 of each year, the President of Fifth District determines the size of the bonus pool for the next fiscal year and identifies the officers who are eligible for an individual bonus. The Board of Directors of Fifth District determines whether the President will be eligible for an individual bonus. The Board of Directors of Fifth District establishes performance criteria for the President not later than January 31. The President establishes performance criteria for the remaining eligible officers not later than January 31. At year end, each eligible officer’s performance is evaluated against the performance criteria. Awards, if earned, are paid in February for the prior year’s performance.
401(k) Plan. Fifth District maintains the Fifth District Savings Bank 401(k) Plan, a tax-qualified defined contribution plan for eligible employees (the “401(k) Plan”). The named executive officers are eligible to participate in the 401(k) Plan on the same terms as other eligible employees of Fifth District.
Under the 401(k) Plan, a participant may elect to defer, on a pre-tax basis, up to 100% of their eligible compensation. In addition to salary deferral contributions, Fifth District currently makes a 10% profit sharing contribution on a quarterly basis. A participant is immediately 100% vested in his or her salary deferral contributions and becomes vested in employer contributions at the rate of 20% per year after two years of service, so that the participant will be 100% vested after completing six years of service.
Employee Stock Ownership Plan. Fifth District has adopted an employee stock ownership plan for eligible employees. The named executive officers are eligible to participate in the employee stock ownership plan on the same terms as other eligible employees of Fifth District.
The trustee holds the shares purchased by the employee stock ownership plan in an unallocated suspense account, and shares will be released from the suspense account on a pro-rata basis as the trustee repays the loan. The trustee will allocate the shares released among participants’ accounts based on each participant’s proportional share of
compensation relative to all participants. A participant will vest in his or her account balance based on his or her years of service with Fifth District, at the rate of 20% per year after two years of service, so that the participant will be 100% vested after completing six years of service.
Directors’ Compensation
The following table sets forth for the year ended December 31, 2024, certain information as to the total renumeration paid to our non-employee directors. The renumeration paid to each employee director is disclosed in the Summary Compensation Table appearing above.
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|---|---|---|---|---|---|
| | Fees Earned or Paid | | All Other | | |
| Name · in Cash ($) · Compensation ($) · Total ($) | |||||
| David C. Nolan, Chairman | 37,260 | | 31,200 | (1) | 68,460 |
| H. Greg Abry | 37,260 | | — | 37,260 | |
| Nolan P. Lambert | 37,260 | | — | 37,260 | |
| Chris M. Rittiner | 37,260 | | — | 37,260 | |
| Linda A. Sins | 37,260 | | — | 37,260 | |
(1)Represents consulting fees.
For the year ended December 31, 2024, each non-employee director of Fifth District Bancorp received a monthly fee of $3,105 and each employee director received a monthly fee of $0. Each director of Fifth District Bancorp also serves as a director of Fifth District. The directors receive director fees only in their capacity as directors of Fifth District.
Policies and Practices Related to the Grant of Certain Equity Awards
While the Company does not have formal policy or obligation that requires it to grant or award equity-based compensation on specific date, the Compensation Committee and the Board have a historical practice of not granting stock options to executive officers during closed quarterly trading windows as determined under the Company’s insider trading policy. Consequently, the Company has not granted, and does not expect to grant, any stock options to any named executive officers within four business days preceding the filing with the SEC of any report on Forms 10-K, 10-Q or 8-K that discloses material non-public information. The Compensation Committee and the Board do not take material non-public information into account when determining the timing of equity awards anddo not time the disclosure of material non-public information in order to impact the value of executive compensation.
The Company did not grant any stock options to its executive officers, including the named executive officers, during the year ended December 31, 2024.
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