Michael J. McDonald
About Michael J. McDonald
Michael J. McDonald, Esquire, age 70 as of March 12, 2025, has served as a Director of Fidelity D & D Bancorp, Inc. since 1999 and as a Director of The Fidelity Deposit and Discount Bank since 1994. He is a founding partner of McDonald and MacGregor, LLC, a law firm in Scranton, Pennsylvania; his legal training and experience are cited as core credentials supporting board service and risk oversight . He is an independent director under Nasdaq standards, with no related-party transactions noted in the independence review .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Fidelity D & D Bancorp, Inc. (Company) | Director (Independent) | Director since 1999 | Executive Committee member; Compensation Committee member; Audit Committee Chairman; Governance Committee member; participates in full-board Nominating function |
| The Fidelity Deposit and Discount Bank (Bank) | Director | Director since 1994 | Serves alongside Company board on joint committees; audit and risk oversight |
| Fidelity D & D Bancorp, Inc. | Vice Chairman (title as of 2024) | Not specified | Leadership role noted in 2024 proxy biography |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| McDonald and MacGregor, LLC (Scranton, PA) | Founding Partner | Not disclosed | Legal background provides governance and compliance insight to Company/Bank |
Board Governance
- Committee leadership and membership: Audit Committee Chairman; Compensation Committee member; Executive Committee member; Governance Committee member; participates as an Independent Director in Nominating functions. All committee roles meet Nasdaq/SEC independence standards; Alan Silverman designated audit committee financial expert .
- Audit oversight: As Audit Chair, oversaw selection of Wolf & Company, P.C. as auditor for 2024 and recommended inclusion of 2024 audited financials in Form 10-K; committee monitored auditor independence and outsourced IT/cyber audits to Bancsec, Inc. to meet FFIEC maturity and cybersecurity requirements .
- Independence/related-party: Board determined McDonald is independent; independence review listed “None” for his transactions/relationships considered .
- Attendance and engagement: Board met 13 times in 2024; “All directors attended at least 90% or more” of board and committee meetings; annual meeting attendance was 8 of 9 directors (all anticipate attending 2025) .
- Committee meeting cadence (2024): Audit (5); Compensation (2); Executive (0); Governance (4); Nominating (full-board function; 0 listed in table) .
Committee Meetings – 2024
| Committee | Meetings Held | Notes |
|---|---|---|
| Audit | 5 | McDonald is Chairman |
| Compensation | 2 | McDonald member; reviews CEO/NEO pay, equity programs, director compensation |
| Executive | 0 | McDonald member; acts between board meetings on loans/strategy as needed |
| Governance | 4 | McDonald member; oversight of guidelines, independence, board evaluations |
| Nominating (full board) | 0 | All independent directors perform nominating functions |
Fixed Compensation
| Director Compensation (2024) | Cash Fees ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| Michael J. McDonald | 93,000 | 58,700 | 151,700 |
Footnote: Cash includes a $38,000 bonus for each Director for 2024, paid in Q1 2025, over and above regular Director, Chairman and Committee fees .
| Bank Director Fee Schedule (2024) | Amount ($) | Frequency/Eligibility |
|---|---|---|
| Non-employee Bank director fee | 8,750 per quarter | Each non-employee Bank director |
| Chairman of the Board add’l fee | 3,750 per quarter | Chairman only |
| Audit Committee Chairman add’l fee | 2,500 per quarter | Audit Chair |
| Executive Committee member add’l fee | 2,500 per quarter | Executive Committee members |
| Aggregate director payments (Bank) | 1,461,240 (2024) | All Bank directors |
Performance Compensation
| Equity Awards – Directors (Grant Year 2024) | Grant Date | Shares Granted (#) | Grant-Date Fair Value ($) | Grant-Date Price ($/sh) | Vesting Schedule | Unvested Shares (#) |
|---|---|---|---|---|---|---|
| Michael J. McDonald (RSU/Restricted Stock) | Feb 2024 | 1,250 | 58,700 | 46.96 | 33 1/3% per year; ends Feb 2027 | 3,184 |
Plan: Awards made under the 2022 Omnibus Stock Incentive Plan (500,000 shares reserved; expires 2032; permits options, SSARs, stock awards/units, restricted stock/RSUs, performance awards) .
Performance metrics: No director performance-based metrics disclosed for these awards; vesting is time-based .
Expertise & Qualifications
- Legal and regulatory: Esquire; founding partner at McDonald and MacGregor, LLC; provides legal insight on governance and compliance matters .
- Audit and risk oversight: Chairs Audit Committee; oversees internal controls, auditor selection, independence, IT/cyber audit outsourcing; engaged in FFIEC and PCAOB standards oversight .
- Governance: Serves on Governance Committee; participates in independence assessments, committee charter reviews, board and committee evaluations .
- Compensation oversight: Member of Compensation Committee, reviewing CEO/NEO base pay, incentives, equity, employment and change-in-control agreements; advises on director compensation .
Equity Ownership
| Beneficial Ownership Breakdown (as of Feb 29, 2024) | Shares (#) |
|---|---|
| Held solely by Michael J. McDonald | 126,175 |
| Spouse | 29,551 |
| Jointly with spouse and children | 2,835 |
| Children | 2,319 |
| Unvested stock | 3,184 |
| Sister (voting power via power of attorney) | 38,167 |
| Total beneficial ownership | 202,231 |
| Ownership as % of outstanding | 3.48% |
| Beneficial Ownership Trend | As of Date | Shares (#) | % of Outstanding |
|---|---|---|---|
| Michael J. McDonald | Feb 28, 2023 | 198,834 | 3.46% |
| Michael J. McDonald | Feb 29, 2024 | 202,231 | 3.48% |
Other Observations and Signals
- Independence confirmed; no related-party transactions noted for McDonald in board’s independence review .
- Committee cadence appropriate; Audit met 5 times and Compensation met 2 times in 2024; Executive Committee did not meet, consistent with acting only between regular board meetings as needed .
- Director compensation mix (2024): Cash $93,000 and equity $58,700, reflecting a balanced cash-equity structure for alignment; equity grants vest over three years, enhancing retention and ownership continuity .
- Compensation Committee composition change: 2022 membership included Kristin D. O’Donnell alongside Brian J. Cali and Michael J. McDonald; by 2023–2024 membership was Cali (Chair) and McDonald (member), both independent .
Governance Assessment
- Strengths: Long-tenured independent director with legal expertise; Audit Chair overseeing auditor independence, internal controls, and cybersecurity programs; solid attendance (≥90%); material beneficial ownership (~3.5%) indicating alignment with shareholders; no related-party transactions disclosed .
- Watch items: A one-time $38,000 cash bonus paid to each director for 2024, in addition to regular fees, is unusual and warrants monitoring for precedent and shareholder perception .
- Net view: McDonald’s independence, audit leadership, and equity ownership support investor confidence; continued transparency on director pay practices and sustained audit rigor remain key governance signals .