Brandi S. Roe
About Brandi S. Roe
Brandi S. Roe, age 48, is Corporate Secretary of Fifth District Bancorp (FDSB) and a Vice President of Fifth District Savings Bank; she started at Fifth District in 1997, became Corporate Secretary in 2010, and Vice President in 2018, and serves on the Asset/Liability Committee as Assistant Bank Secrecy Act Officer with a Certified Anti-Money Laundering and Fraud Professional credential . She led the launch of Fifth District’s first website and online banking in 2000 and assumed responsibility for marketing in 2014 . Company performance context: Q3 2025 EPS was $0.07 (basic and diluted), and nine months 2025 EPS was $0.69, versus Q3 2024 ($-0.15) and nine months 2024 ($-0.24), reflecting improved profitability; weighted average shares were impacted by ESOP unallocated shares, with no dilutive securities outstanding in the period .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Fifth District Savings Bank | Corporate Secretary | 2010–present | Corporate governance and disclosures; member of ALCO; Assistant BSA Officer |
| Fifth District Savings Bank | Vice President | 2018–present | Operations/administration leadership; marketing oversight since 2014 |
| Fifth District Savings Bank | Various positions | 1997–present | Instrumental in launching first website/online banking in 2000; expanded marketing programs in 2014 |
External Roles
No external directorships or outside roles disclosed for Roe in the 2025 proxy .
Fixed Compensation
Not disclosed for Roe. The Summary Compensation Table covers named executive officers (North, Lyons, Burns) only; Roe is not a named executive officer in 2024, and individual salary/bonus details for Roe are not provided .
Performance Compensation
Not disclosed for Roe. As of the Aug 8, 2025 proxy, no awards had been made under the new 2025 Equity Incentive Plan (effective Sept 15, 2025), though performance goals may be established for future awards and plan design includes minimum one-year vesting, double-trigger change-in-control vesting, dividend restrictions, and prohibitions on option repricing .
Plan-Level Vesting/Acceleration Mechanics (for context)
- Awards require minimum one-year vesting; up to 5% may be exempt; accelerated vesting permitted on death/disability or involuntary termination for good reason in connection with a change in control; double-trigger standard applies on change in control unless awards are not assumed .
- Option award agreements provide acceleration on death, disability, and involuntary termination following change in control; forfeiture on termination for cause; three-month post-termination exercise window for other terminations .
- Awards are subject to clawback under Dodd-Frank Section 954 and company policies, insider trading restrictions, and hedging/pledging policy restrictions .
Equity Ownership & Alignment
| Metric | Snapshot as of 7/25/2025 | Detail |
|---|---|---|
| Shares beneficially owned | 25,563 | Includes 25,000 in 401(k) and 563 in ESOP |
| % of shares outstanding | ~0.46% (25,563 / 5,559,473) | Derived from disclosed totals |
| Vested vs unvested shares | Not disclosed | — |
| Options (exercisable/unexercisable) | Not disclosed | Company reported no dilutive or potentially dilutive securities outstanding in Q3 2025; not specific to Roe |
| Shares pledged as collateral | None (company states none of the named individuals pledged shares) | Roe included among “executive officers who are not directors” in ownership table |
| Hedging/Pledging policies | Anti-hedging policy prohibits derivative hedging by directors, officers, employees; plan subjects awards to hedging/pledging policy restrictions | |
| Ownership guidelines | Not disclosed | — |
Employment Terms
- Employment agreement: Not disclosed for Roe. Employment agreements and salary continuation arrangements are disclosed for Lyons and Burns (terms include automatic renewals, severance mechanics, non-solicit, change-of-control multipliers), but none are cited for Roe .
- Non-compete/non-solicit: Not disclosed for Roe; non-solicit applies to executives with employment agreements as described (Lyons, Burns) .
- Clawbacks: Awards under the 2025 Equity Incentive Plan are subject to clawback policies and Dodd-Frank Section 954 .
Performance & Track Record
- Operational achievements: Led initial web/online banking launch (2000) and marketing program stewardship (2014), supporting digital and brand development; serves in compliance-sensitive capacities (Assistant BSA Officer) .
- Stock performance during tenure: Not applicable prior to IPO (July 2024). No TSR data specific to Roe disclosed; company-level performance context provided above for EPS .
Governance and Policies Relevant to Alignment
- Anti-hedging: Company prohibits hedging of company stock by directors, officers, employees, and related persons .
- Equity plan governance: No option repricing; performance goals possible; dividend restrictions; double-trigger on change in control; clawback policy applies .
- Section 16 compliance: Company reports executive officers/directors complied with beneficial ownership reporting requirements in 2024 .
Risk Indicators & Related Party Transactions
- Pledging/hedging: Anti-hedging policy in place; no pledging by named individuals disclosed .
- Related-party transactions: Disclosure notes consulting and inspection fee arrangements related to directors; no related-party transactions involving Roe disclosed .
- Legal/investigations: No legal proceedings involving Roe disclosed in the proxy .
Compensation Structure Analysis
- Cash vs equity mix (Roe): Not disclosed; Roe not a named executive officer in 2024; no granular pay mix available .
- Equity strategy: Plan emphasizes time-based and performance-based equity with governance safeguards; no evidence of repricing or liberal CIC definitions; supports long-term alignment via minimum vesting and double-trigger .
Past Roles Table (Expanded Detail)
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Fifth District Savings Bank | Assistant Bank Secrecy Act Officer (Certified AML & Fraud Professional) | N/A | Compliance and risk oversight support |
| Fifth District Savings Bank | Marketing lead | 2014–present | Brand/marketing program leadership |
| Fifth District Savings Bank | Digital initiatives lead | 2000 | Led launch of first website and online banking |
External Roles
No other public company boards or external committee roles disclosed for Roe .
Investment Implications
- Alignment: Roe holds approximately 0.46% of outstanding shares via 401(k) and ESOP, with company-level anti-hedging policies and no pledging disclosed—supportive of alignment and lower governance risk .
- Incentive design: The 2025 Equity Incentive Plan embeds investor-friendly features (minimum vesting, double-trigger CIC, no option repricing, dividend restrictions, clawbacks), though Roe-specific grants and performance metrics are not disclosed as of the proxy date .
- Retention/selling pressure: Absence of disclosed Roe employment agreement or severance/change-of-control economics suggests limited contractual retention levers; no Form 4 activity was identified in our search, and Section 16 compliance is noted—reducing near-term selling signal visibility without indicating pressure .
- Execution risk: Roe’s long tenure, compliance credentials, and prior operational achievements in digital and marketing support continuity in administrative and governance functions; company profitability improved in 2025, though performance attribution to individual executives is not disclosed .