Todd A. Kidder

About Todd A. Kidder

Todd A. Kidder, age 60, is an independent director of Catalyst Bancorp (CLST) and Chairman of the Board of Catalyst Bank. He has served as an Engineering Technician at the Louisiana State Department of Transportation since July 1987, joined the Catalyst Bank board in 2009, and has served on Catalyst Bancorp’s board since its inception in 2021. The board affirms his independence under Nasdaq rules and currently separates the Chair and CEO roles, with Mr. Kidder serving as independent Chair of the Board, enhancing oversight effectiveness .

Past Roles

External Roles

Board Governance

• Independence and leadership: Independent director; currently serves as independent Chairman of the Board. The board separates the Chairman and CEO roles to enhance oversight .
• Committee assignments (2025 proxy):
  • Audit Committee – Member (Audit met 6x in 2024; LeBouef identified as audit committee financial expert)
  • Compensation Committee – Member (met 5x in 2024; no member is a current/former officer)
  • Nominating & Corporate Governance Committee – Chair (met 1x in 2024)
• Attendance: Board held 9 meetings in FY2024; no director attended fewer than 75% of aggregate meetings .
• Shareholder voting (2025 Annual Meeting): Kidder received 2,061,219 “For” and 567,705 “Withheld” votes; broker non-votes 938,375. Say‑on‑pay received 2,310,911 “For”, 287,138 “Against”, 30,875 “Abstain”, with 938,375 broker non‑votes .

Committee membership matrix (as of 2025 proxy):

Fixed Compensation

Director fee structure (Bank-level; no additional Bancorp fees):

Actual 2024 director compensation:

Note: 2023 director compensation for Kidder was the same ($39,000 cash; $2,275 other; total $41,275) indicating stability YoY .

Performance Compensation

• Equity/Performance for directors: No stock awards or options were granted to directors in 2024; director pay is cash-based stipends. No performance metrics for director compensation are disclosed .
• Clawback policy: In 2023 the board adopted a clawback policy for incentive-based compensation applicable to named executive officers in the event of a material restatement (3-year lookback). This reflects governance rigor, though it does not apply to director cash fees .

Performance metrics table (directors):

Other Directorships & Interlocks

Expertise & Qualifications

• Management and operations expertise from decades coordinating utility relocation on state highway projects; brings practical, project-oriented oversight skills .
• Long-tenured local market knowledge; community non-profit/association involvement supports stakeholder insight .
• Board leadership experience as independent Chairman; active on Audit and Compensation Committees; chairs Nominating & Corporate Governance .

Equity Ownership

Beneficial ownership as of March 31, 2025:

Additional ownership context:

• Options exercisable within 60 days (directors): Kidder 8,464 (from the 2022 Stock Option Plan) .
• No disclosure of shares pledged as collateral or hedging restrictions in the proxy; the company references an Insider Trading Policy (location: Exhibit 19 to the 10‑K) without detailing hedging/pledging provisions in the proxy .

Governance Assessment

• Board effectiveness: Kidder’s dual role as independent Board Chairman and Nominating & Governance Committee Chair supports strong independent oversight and board renewal processes; participation on Audit and Compensation further embeds governance familiarity. Board and committee meeting cadence is regular, and no director fell below the 75% attendance threshold in 2024, indicating acceptable engagement levels .

• Independence and conflicts: The proxy affirms Kidder’s independence under Nasdaq rules; the bank permits insider loans under Regulation O on market terms, with $1.8 million in such loans outstanding across all insiders at 12/31/24—ordinary-course, but a standing perception risk in depository institutions (no Kidder-specific loan disclosed) .

• Alignment and incentives: Director pay is modest and cash-heavy with no 2024 equity grants; Kidder’s personal stake (31,848 shares; <1%) and legacy options (8,464 exercisable) provide some alignment but less equity-based exposure than many peers. Absence of disclosed director stock ownership guidelines and unspecified hedging/pledging restrictions in the proxy are potential alignment gaps versus best practices .

• Shareholder signals: 2025 vote results show Kidder was re-elected (2,061,219 For; 567,705 Withheld), and say‑on‑pay passed comfortably—supportive of the board overall, though the withhold tally for Kidder suggests a non-trivial minority dissent that warrants attention to investor feedback and refresh/skill mix disclosures .

• RED FLAGS (potential):

  • No explicit disclosure of anti‑hedging/anti‑pledging provisions for directors in the proxy (policy location noted but content not detailed) .
  • Cash-only director compensation (no annual equity retainer in 2024) may weaken long-term alignment relative to peers .
  • Insider lending permitted under Reg O (standard for banks) can be perceived as a conflict area, though governed by policy and market terms .

• Mitigants:

  • Independent Chair structure; Kidder’s independence affirmed .
  • Compensation and Audit Committees fully independent; no Compensation Committee member is a current/former officer .
  • Executive clawback policy in place since 2023, signaling broader governance sensitivity (albeit not director-specific) .

Overall, Kidder brings deep institutional knowledge and independent leadership to CLST’s board. Key improvement areas for investor confidence include clearer disclosure on director ownership guidelines and hedging/pledging policies, and consideration of equity-based director retainers to strengthen alignment .