Amie L. Lyons
About Amie L. Lyons
Amie L. Lyons, age 47, is Interim President and Chief Executive Officer of Fifth District Bancorp, Inc. and Fifth District Savings Bank since June 3, 2025; she has served as a director since 2022 and previously as Senior Vice President of Administration and Operations from 2019 to June 2025, after joining the Bank in 1996 and rising through operations leadership roles. She holds a Bachelor of Science in Business Management from University of Holy Cross and is a graduate of the Graduate School of Banking at Louisiana State University; she also participates in Banking on Leaders of Tomorrow (Federal Reserve Bank of Atlanta) and the Louisiana Bankers Association Leadership School, giving her deep community banking and operational expertise across branches, HR, IT, electronic banking, and IRA administration . Board leadership is separated, with David C. Nolan as Chairman and Lyons as Interim CEO; Lyons is not considered independent due to her employee status, and standing Board committees are composed solely of independent directors, mitigating dual-role concerns .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Fifth District Savings Bank | Senior Vice President, Administration & Operations | 2019–Jun 2025 | Managed branch network, IRA, HR, IT, and Electronic Banking; operational continuity and execution |
| Fifth District Savings Bank | Teller; Assistant Branch Manager; Branch Operations Officer; Assistant VP of Operations; VP of Administration & Operations | 1996–2019 | Progressive operations leadership; institutional knowledge across retail and back-office functions |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| University of Holy Cross | B.S., Business Management | — | Foundational business education |
| LSU Graduate School of Banking | Graduate | — | Advanced banking training and credential |
| Federal Reserve Bank of Atlanta – Banking on Leaders of Tomorrow | Participant | — | Leadership development and industry exposure |
| Louisiana Bankers Association – Leadership School | Participant | — | Network building and governance/leadership skills |
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Salary ($) | 185,000 | 217,500 |
| Bonus ($) | 27,750 (discretionary Christmas bonus) | — |
| Non-Equity Incentive Plan Compensation ($) | 19,800 | 66,750 |
| All Other Compensation ($) | 59,660 | 61,154 |
| Total ($) | 292,210 | 345,404 |
| 2024 All Other Compensation Component | Amount ($) |
|---|---|
| Automobile Allowance | 3,600 |
| Health & Welfare Insurance Premiums | 4,984 |
| ESOP Allocation | 17,413 |
| 401(k) Plan Employer Contributions | 35,157 |
| Total All Other Compensation | 61,154 |
Base salary under her employment agreement is currently $217,500, and the Board/Compensation Committee may increase but not decrease base salaries .
Performance Compensation
- Non-Equity Incentive Plan. Annual bonuses are discretionary and criteria-based: the Board sets performance criteria for the President/CEO and the CEO sets criteria for other eligible officers; awards are typically paid in December for current-year performance .
- 2023 and 2024 payouts for Lyons (see table above) indicate cash incentive alignment, but specific performance metrics, targets, and weightings were not disclosed in the proxy .
Key design features of the 2025 Equity Incentive Plan:
- One-year minimum vesting for at least 95% of awards; up to 5% may be exempt or accelerated; double-trigger vesting upon change in control (requires both CIC and involuntary termination/resignation for good reason) unless acquirer fails to assume/replace awards .
- Performance goals may be established for any award; no below-market option grants; no repricing or cash buyouts of underwater options without shareholder approval; no acceleration upon retirement; dividends on restricted stock/RSUs paid only at vesting; hedging/pledging restrictions and company clawback policies (including Dodd-Frank Section 954) apply .
- Share reserve: 778,325 total shares; 222,378 for restricted stock/RSUs and 555,947 for options; employee cap at 25% of total; non-employee directors capped at 5% individually and 30% in aggregate; closing stock price on July 25, 2025 was $13.18 .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Shares beneficially owned (as of July 25, 2025) | 21,830 shares; less than 1% of shares outstanding |
| Shares outstanding reference | 5,559,473 shares as of July 25, 2025 |
| Pledging status | None of the named individuals has pledged shares |
| Hedging/pledging policies | Plan subjects awards and insider transactions to hedging/pledging restrictions |
| Outstanding equity awards at 12/31/2024 | None for named executive officers |
| Recent stock price (context) | $13.18 on July 25, 2025 |
Stock ownership guidelines for executives were not disclosed; compliance status not disclosed .
Employment Terms
| Provision | Key Terms |
|---|---|
| Agreement Effective Date | July 31, 2024 (employment agreements with Lyons and Burns) |
| Term and Auto-Renewal | Initial term ends on second anniversary; automatically extends each anniversary to maintain a rolling two-year term unless notice of non-renewal is given |
| Base Salary | $217,500; may be increased, not decreased |
| Bonus Participation | Eligible for any senior management bonus plan and discretionary bonuses per Board/Compensation Committee |
| Severance (qualifying termination without cause or for good reason) | Greater of: (i) remaining base salary plus total annual bonus opportunity during remaining term (highest annual bonus earned in prior 3 years), OR (ii) 2×(base salary + average annual incentive bonus over prior 3 years); plus up to 18 months COBRA premiums reimbursed |
| Change-in-Control Severance | If qualifying termination at or within two years following CIC: 2×(base salary + average annual total incentive bonus over prior 3 years, or target bonus in year of CIC if greater) + lump sum equal to 18 months’ health care cost (COBRA) |
| Restrictive Covenants | One-year non-solicitation post-termination (other than in connection with CIC); following CIC, non-solicit mutually agreed period between 6 months and 2 years |
| 280G/4999 Excise Tax | Cutback provision: payments reduced if reduction leaves executive financially better off on an after-tax basis versus paying the excise tax; considers value of non-solicitation covenant |
Executive Salary Continuation Agreement (SCA) for Lyons:
| Scenario | Benefit |
|---|---|
| Normal Retirement (age ≥65; not for cause) | $108,744 annual, payable monthly over 15 years |
| Involuntary separation before 65 (other than for cause) | Annual benefit equals “normal retirement benefit” ($75,000) multiplied by months of participation divided by months to age 65; paid monthly over 15 years |
| Voluntary termination before 65 (other than disability or in connection with CIC) or termination for cause | No SCA benefits |
| Disability before 65 or separation following CIC | Same benefits as normal retirement; payments begin within 30 days |
| Death before commencement of benefits | Beneficiary receives normal retirement benefits paid monthly over 15 years, commencing within 30 days of death |
Board Governance
- Board service: Director since 2022; Interim President & CEO since June 2025 .
- Independence: Not independent (employee of Company/Bank) .
- Committee roles: Standing committees (Audit, Compensation, Nominating/Corporate Governance) comprised solely of independent directors; Lyons is not on these committees per committee roster .
- Leadership structure: Chairman role separated from CEO; David C. Nolan is Chairman; separation enhances oversight and mitigates dual-role risks .
Director compensation: Lyons did not receive separate compensation for her director service in 2024 .
Investment Implications
- Pay mix remains cash-heavy (salary + discretionary/non-equity incentive); no outstanding equity awards as of 12/31/24; 2025 Equity Plan introduces equity with double-trigger CIC protection and one-year minimum vesting, which reduces near-term forced selling pressure and aligns future awards to performance/retention .
- Severance economics are meaningful: 2× salary + average (or target) bonus under CIC plus 18 months health coverage, with a cutback to avoid excise tax when beneficial; this supports retention but could create higher takeover costs and potential overhang in strategic scenarios .
- Ownership alignment is modest at 21,830 shares (<1%) with no pledging; combined with hedging/pledging restrictions and clawback policy under Dodd-Frank, governance controls are present, but incremental equity grants under the 2025 plan will be important for enhancing “skin in the game” .
- Dual-role risk is limited by Board structure: separate Chair and independent committee composition; Lyons’ non-independence is acknowledged, but governance design mitigates oversight concerns during her interim tenure .
- Execution/transition risk: sudden CEO vacancy on June 2, 2025 and interim appointment with active search underway; near-term operational continuity depends on Lyons’ deep internal experience, but investors should monitor permanence of CEO selection and compensation alignment to performance post-search .