Matthew L. Scruggins
About Matthew L. Scruggins
Retired Supervisor of Personnel for the St. Landry Parish School System with oversight of staffing, payroll, and benefits; independent director of Catalyst Bancorp (CLST). Age 56 (as of the 2025 proxy); director of Catalyst Bank since 2014 and Catalyst Bancorp since inception, bringing oversight and human-capital administration experience to the board .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| St. Landry Parish School System | Supervisor of Personnel (retired) | — | Oversight of employees/staffing, payroll and benefits |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| None disclosed (public company directorships) | — | — | No other public directorships listed in biography table |
Board Governance
- Independence: Board determined Mr. Scruggins is independent under Nasdaq standards .
- Committee assignments and chair roles (current per latest proxy):
- Audit Committee: Member; Audit met 6 times in 2024 .
- Compensation Committee: Chair; Compensation met 5 times in 2024; no member is a current/former officer/employee .
- Nominating & Corporate Governance: Not listed as a member (committee met once in 2024) .
- Attendance and engagement:
- Board meetings: 9 meetings in 2024; no director attended fewer than 75% of meetings .
- Board meetings: 8 meetings in 2023; no director attended fewer than 75% of meetings .
- All seven directors attended the May 21, 2024 annual meeting of shareholders .
- Audit Committee report lists Scruggins as a member; ratification of HORNE LLP recommended .
Fixed Compensation
- Structure (bank-level fees; no additional fees for Bancorp board service): $2,000 per month retainer; plus $600/month for Loan Committee and $400/month for Audit Committee. Chairman and Secretary receive an additional $250/month; no discretionary annual bonus for 2023; same structure described again in 2024 proxy .
- 2024 Director Compensation (Bancorp): No stock or option grants for directors in 2024 .
- 2023 Director Compensation (Bancorp): No stock or option grants for directors in 2023 .
Director-specific compensation amounts (oldest → newest):
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Fees Earned or Paid in Cash ($) | 36,000 | 36,000 | 36,000 |
| Stock Awards ($) | 112,571 (Sept 2022 grants) | — | — |
| Option Awards ($) | 92,215 (Sept 2022 grants) | — | — |
| All Other Compensation ($) | 2,751 (supplemental LTC insurance) | 2,751 | 2,751 |
| Total ($) | 243,537 | 38,751 | 38,751 |
Performance Compensation
Time-based equity awards were made in September 2022; no performance metrics were attached in disclosures. Vesting for 2022 awards is pro-rata over five years.
| Award Type | Grant Date | Quantity | Vesting | Notes |
|---|---|---|---|---|
| Stock Options (2022 Plan) | Sept 2022 | 21,160 | 20% annually beginning 9/1/2023 | 10-year term; options awarded to each non-employee director |
| Stock Awards (2022 Recognition & Retention) | Sept 2022 | 8,464 | 20% annually beginning 9/1/2023 | Time-based RSUs; each non-employee director received same amount |
No director equity grants in 2023 or 2024; compensation mix shifted to cash-only plus legacy vesting from 2022 awards .
Other Directorships & Interlocks
- No other public company directorships disclosed for Scruggins; no interlocks with competitors/suppliers/customers disclosed in biographies or committee listings .
Expertise & Qualifications
- Human resources oversight, payroll/benefits administration experience; adds operational oversight and community knowledge to the board composition .
- Audit Committee participant alongside an SEC-defined audit committee financial expert on the committee (LeBouef) .
Equity Ownership
- Beneficial ownership (as of record dates):
| Record Date | Beneficially Owned Shares | % Outstanding | Options Included (exercisable within 60 days) | Spousal/Indirect Holdings Included |
|---|---|---|---|---|
| Apr 1, 2024 | 30,924 | <1% | 4,232 options | — |
| Mar 31, 2025 | 36,848 | <1% | 8,464 options | Includes 10,000 shares held by spouse |
- ESOP/401(k) disclosures in footnotes apply to executive officers; Scruggins’s table footnote specifies spousal holdings; no pledging disclosures were identified in the proxies .
Related-Party/Conflict Checks
- Insider lending (Reg O compliant): Loans to directors/executives and immediate families are made on substantially the same terms as to the general public; outstanding insider loans ~$2.0 million at 12/31/2023 and ~$1.8 million at 12/31/2024; no unfavorable features disclosed .
- Insider Trading Policy: Adopted and included by reference as an exhibit to the 10-K; governs trading by directors and officers .
- Section 16(a) compliance: Company states all Section 16 filers complied during the fiscal year based on information provided .
Governance Assessment
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Strengths
- Independent director; chairs Compensation Committee and serves on Audit—key oversight roles signaling board reliance on his judgment in pay governance and financial oversight .
- Consistent attendance (≥75%) and presence at 2024 annual meeting; board increased meeting cadence in 2024 (9 vs. 8 in 2023) .
- Compensation mix for directors is conservative post-2022 (cash retainer-centric; no 2023–2024 equity grants), limiting dilution and aligning with small-cap bank norms .
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Alignment and Ownership
- Beneficial ownership increased to 36,848 shares by March 31, 2025 (<1%); includes 8,464 options exercisable within 60 days and 10,000 shares held by spouse—providing moderate skin-in-the-game relative to float size .
- 2022 one-time director equity (options + RSUs) vests over time (no performance metrics), which aligns tenure but not pay-for-performance stringency .
-
Potential Watch Items
- Insider loans exist in aggregate under Reg O; no specific lending to Scruggins is disclosed; ordinary-course terms partly mitigate conflict concerns .
- No explicit disclosure found for director stock ownership guidelines, hedging, or pledging prohibitions in the excerpts reviewed; reliance on Insider Trading Policy noted .
-
Red Flags
- None identified in reviewed disclosures (no low attendance, no pay anomalies, no related-party transactions specific to Scruggins). Section 16 compliance noted as timely .