Chris M. Rittiner
About Chris M. Rittiner
Chris M. Rittiner is an independent director of Fifth District Bancorp, Inc. (FDSB). He is retired, having served in management roles across three regional family-owned businesses prior to their acquisitions; the board cites his leadership, financial background, and deep ties to the local economy as core credentials. Age 69; director since 2000.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Three regional family-owned businesses | Various management capacities | Not disclosed | Leadership and financial management experience cited by FDSB board |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| None disclosed | — | — | No other public company directorships disclosed in FDSB filings |
Board Governance
- Independence: Independent under Nasdaq listing standards; all directors except the employee-director (Amie L. Lyons) are independent.
- Committee assignments (FY 2024/2025):
- Audit Committee: Member (Chair: Linda A. Sins)
- Compensation Committee: Chair
- Nominating/Corporate Governance Committee: Member (Chair: Nolan P. Lambert)
- Board and committee activity:
- FY 2024 meetings: Company board held 6; Bank board held 23; no director attended fewer than 75% of meetings and of their committees.
- Committee meeting counts FY 2024: Audit 4; Compensation 2; Nominating/Corporate Governance 1.
- Governance structure: Chair of the Board (David C. Nolan) separate from CEO; standing committees comprised solely of independent directors.
Fixed Compensation
| Metric | FY 2024 |
|---|---|
| Annual director cash fees (total) | $37,260 |
| Monthly board fee | $3,105 |
| Committee/meeting fees | Not separately disclosed |
| Other compensation | None for Rittiner; consulting fees paid only to David C. Nolan ($31,200) |
Performance Compensation
- Initial director equity grants under the 2025 Equity Incentive Plan (approved September 15, 2025; grants self-execute the next day):
- Restricted stock: 11,118 shares with a reference value of $146,535 (based on $13.18/share as of July 25, 2025; actual grant value depends on grant date price). Deemed granted on September 16, 2025.
- Stock options: 27,797 options; value dependent on future exercise; plan prohibits below-market exercise prices. Deemed granted on September 16, 2025.
- Vesting and plan features (governance safeguards):
- Minimum 1-year vesting for equity awards (up to 5% exceptions); double-trigger vesting on change-in-control; no repricing/buyout of underwater options without stockholder approval; no dividends on restricted stock/RSUs until vesting; clawback policy applies; hedging/pledging restrictions apply.
| Award Type | Grant Date Mechanism | Shares/Units | Reference Value | Vesting/Terms |
|---|---|---|---|---|
| Restricted Stock | Self-executing day after stockholder approval (Sept 16, 2025) | 11,118 | $146,535 at $13.18/share reference on 7/25/2025 | Minimum 1-year vesting; dividends deferred until vesting; clawback; anti-hedging/pledging |
| Stock Options | Self-executing day after stockholder approval (Sept 16, 2025) | 27,797 | Not determinable; depends on future exercise | No below-market strike; no repricing/buyouts without approval; double-trigger CIC vesting |
- Equity Plan shareholder vote (signal of investor support):
| Proposal | For | Against | Abstain | Broker Non-Votes |
|---|---|---|---|---|
| Approve 2025 Equity Incentive Plan (9/15/2025) | 3,210,537 | 145,624 | 68,680 | 841,384 |
Other Directorships & Interlocks
| Company | Role | Committee Roles | Potential Interlocks/Conflicts |
|---|---|---|---|
| None disclosed | — | — | None disclosed in FDSB filings |
Expertise & Qualifications
| Attribute | Detail |
|---|---|
| Leadership/Operations | Managed regional family-owned businesses prior to acquisition; board cites leadership and management skills |
| Finance | “Strong financial background” per board biography |
| Local market knowledge | Knowledge of community and local economy; long tenure with bank board |
| Tenure | Director since 2000 |
| Independence | Independent director under Nasdaq standards |
Equity Ownership
- Ownership and alignment:
- Beneficial ownership as of March 21, 2025: 50,000 shares (0.90% of outstanding), including 25,000 held by his spouse.
- Beneficial ownership as of July 25, 2025: 50,000 shares (<1% of outstanding), including 25,000 held by his spouse; 5,559,473 shares outstanding. No pledging disclosed.
- Initial Form 3 at IPO: 25,000 direct; 25,000 indirect by spouse (total 50,000).
| Date | Shares (Direct) | Shares (Indirect) | Total Shares | % Outstanding | Notes |
|---|---|---|---|---|---|
| 07/31/2024 (Form 3) | 25,000 | 25,000 (by spouse) | 50,000 | N/A | Initial statement of beneficial ownership |
| 03/21/2025 | Not separately broken out | “Includes 25,000 by spouse” | 50,000 | 0.90% (out of 5,559,473) | |
| 07/25/2025 | Not separately broken out | “Includes 25,000 by spouse” | 50,000 | <1% (out of 5,559,473) |
Pledging/Hedging: The proxy states none of the named individuals has pledged shares; anti-hedging policy prohibits hedging transactions by directors.
Insider Trades
| Filing | Date | Security | Amount | Ownership Form | Notes |
|---|---|---|---|---|---|
| Form 3 | 07/31/2024 | Common Stock | 25,000 | Direct (D) | Initial statement at IPO |
| Form 3 | 07/31/2024 | Common Stock | 25,000 | Indirect (I) – By spouse | Initial statement at IPO |
No Form 4 transactions for Rittiner were found in the FDSB filing set provided.
Governance Assessment
- Strengths
- Independent director with long tenure and chair of Compensation Committee; committees composed solely of independent directors; separation of Chair and CEO roles.
- Strong ownership alignment: 50,000 shares including spouse; no pledging; anti-hedging policy; upcoming director equity grants further align incentives.
- Equity plan features are investor-friendly: minimum vesting, double-trigger change-in-control, no option repricing/buyouts, clawback, dividend restrictions—reducing pay-risk and dilution concerns.
- Attendance/engagement: board met regularly; no director fell below 75% attendance; committee work active.
- Potential watch items
- Compensation Committee Chair role: monitor post-IPO equity grant practices and any subsequent shifts in cash/equity mix or award sizing; initial grants are substantial at 11,118 RS and 27,797 options per director but within regulatory-inspired limits.
- Related-party exposure: none disclosed for Rittiner; other directors had arms-length arrangements—continue oversight to avoid conflicts.
- Signals affecting investor confidence
- Shareholder approval of the 2025 Equity Plan indicates current investor support for the compensation framework.
- Governance codes and policies—including anti-hedging and clawback—suggest robust oversight and alignment.
Compensation Committee Analysis
- Committee leadership: Rittiner serves as Compensation Committee Chair.
- Executive contract governance: As Chair, Rittiner executed an executive agreement with provisions addressing potential excise tax (Section 280G) outcomes—indicating attention to tax-efficient and compliant design.
- Consultant usage: No compensation consultant disclosure found in the reviewed filings.
Related Party Transactions & Conflicts
- No related-party transactions were disclosed for Rittiner. Other directors had ordinary-course arrangements reviewed for market terms; the board determined independence accordingly.
Director Compensation Mix (Context)
| Component | FY 2024 | FY 2025 (Initial Grants) |
|---|---|---|
| Cash retainer | $37,260 | Not disclosed |
| RS awards | — | 11,118 shares; ref. value $146,535 (grant self-exec 9/16/2025; actual value at grant date) |
| Options | — | 27,797 options; exercise price set at grant; no below-market pricing |
Equity plan limits: Max to any non-employee director is 5% of shares available; group cap 30%—helps constrain director grant inflation.
Independence, Attendance, Engagement
- Independent director under Nasdaq standards; committees of the board composed entirely of independent directors.
- Board meeting attendance: no director below 75% in FY 2024; company board met 6 times; bank board met 23 times; committees met regularly.
RED FLAGS
- None identified for Rittiner in reviewed filings: no pledging/hedging, no related-party transactions, no attendance shortfall, no option repricing. Continue monitoring equity grant sizing post-plan approval.
Shareholder Votes (Context)
| Matter | For | Withhold/Against | Abstain | Broker Non-Votes |
|---|---|---|---|---|
| Director elections (9/15/2025) | Lambert: 3,258,750; Sins: 3,258,609 | Lambert: 166,091; Sins: 166,232 | 0 | 841,384 |
| Equity Plan | 3,210,537 | 145,624 | 68,680 | 841,384 |
| Auditor ratification | 4,179,803 | 43,652 | 42,770 | — |
Audit Committee appointed EisnerAmper LLP for FY 2025; Linda S. Sins is Audit Chair, with Rittiner as a member.
Notes on Change-in-Control and Clawback
- Double-trigger vesting required for equity awards (CIC plus termination/resignation for good reason); awards subject to clawback under Dodd-Frank Section 954 and company policies; anti-hedging/pledging applies.
Summary
Rittiner’s governance profile shows strong independence, active committee leadership (Compensation Chair; Audit and Nominating member), solid attendance, and alignment through meaningful share ownership and structured, shareholder-friendly equity plan features. No conflicts or red flags were identified in filings; ongoing monitoring should focus on director equity grant practices post-approval and compensation governance execution.