David C. Nolan
About David C. Nolan
David C. Nolan, age 73, is non-executive Chairman of the Board of Fifth District Bancorp and has served as Chairman of the Bank since 2016; he retired from Fifth District in 2018 as Senior Vice President of Administration after joining in 1974, with responsibilities spanning asset/liability management, employee benefits administration, and regulatory compliance; he maintained a Certified Financial Planner license for most of his tenure and holds a Bachelor’s degree in Business and Finance from the University of New Orleans; director since 1995 . The Board classifies all directors as independent under Nasdaq standards except the CEO, implying Nolan is considered independent despite prior employment and a consulting arrangement disclosed elsewhere .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Fifth District Bancorp (public holding company) | Chairman of the Board (non-exec) | 2016–present | Leads Board oversight; separation of Chair/CEO affirmed as enhancing independence . |
| Fifth District Savings Bank (subsidiary bank) | Chairman of the Board | 2016–present | Institutional knowledge of operations and risk matters . |
| Fifth District Savings Bank | Senior Vice President of Administration (retired) | 1974–2018 | ALM, benefits administration, regulatory compliance; CFP credential maintained most of tenure . |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Various local religious and non-profit organizations | Financial guidance/board service | Not specified | Service referenced in proxy; no public company directorships disclosed . |
Board Governance
- Independence: Board deems all directors independent under Nasdaq standards except the Interim CEO; standing committees (Audit, Compensation, Nominating/Corporate Governance) are entirely independent .
- Leadership structure: Chair and CEO roles separated; Board states separation enhances oversight and management focus; Nolan serves as Chair and Amie L. Lyons as Interim CEO .
- Committee assignments (FY 2024): Nolan sits on Compensation and Nominating/Corporate Governance; not on Audit; committee chairs are Rittiner (Comp), Lambert (NCG), Sins (Audit) .
- Meeting cadence and attendance: FY 2024 meetings—Audit (4), Compensation (2), Nominating (1); no director attended fewer than 75% of combined Board and committee meetings .
- Policies: Company has Code of Ethics, Code of Business Conduct, anti-hedging policy prohibiting derivatives that hedge Company stock; Board invites director attendance at annual meetings (first annual meeting in 2025) .
Fixed Compensation (Director; FY 2024)
| Component | Amount | Notes |
|---|---|---|
| Cash fees | $37,260 | Fees earned for service as director . |
| All other compensation (consulting fees) | $31,200 | Director comp table footnote says represents consulting fees; see discrepancy note below . |
| Total | $68,460 | Sum per director compensation table . |
Discrepancy note: The Related Party Transactions section separately states Nolan received $37,260 consulting fees in 2024 and $31,200 in 2023; this differs from the director compensation table showing $31,200 “All Other Compensation” in 2024—flagging a reconciliation issue for investors .
Performance Compensation (Equity; Proposed 2025 Equity Plan)
| Grant Type | Grant Detail | Vesting | Economic Terms |
|---|---|---|---|
| Initial Restricted Stock (non-employee directors) | 11,118 shares per director (self-executing if plan approved); illustrative $146,535 value at $13.18 as of 7/25/25 | 20% per year; accelerates on death, Disability, or Involuntary Termination at/after Change in Control | Subject to plan share limits; no dividends terms noted for RS in excerpt . |
| Initial Stock Options (non-employee directors) | 27,797 options per director (self-executing if plan approved) | 20% per year; similar acceleration conditions | Exercise price ≥ fair market value at grant; 10-year max term; anti-repricing and no cash buyouts of underwater options without shareholder approval; automatic exercise feature if in-the-money at expiry; subject to clawback and hedging/pledging policies . |
| Plan Pool/Director Limits | Total plan 778,325 shares; options up to 555,947 (10% of conversion shares), RS/RSUs up to 222,378 (4%); any one non-employee director ≤5% of plan; all non-employee directors ≤30% | N/A | Establishes capacity and caps; non-employee director initial grants defined; time-based vesting with limited acceleration . |
- Administration and minimum vesting: Administered by the Compensation Committee; one-year minimum vesting with limited exceptions; awards subject to Company clawback policy (including Dodd-Frank Section 954), insider trading, and hedging/pledging policies .
- Timing/strike mechanics: Options granted at or above fair market value; exercise price mechanics and 10-year life per plan; no options to executives were granted in 2024 (context) .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards | None disclosed for Nolan in the proxy . |
| Committee roles at other public companies | None disclosed . |
| Notable interlocks/conflicts among FDSB directors (context) | Consulting arrangement with Nolan; separate director activities include Abry inspection services and prior Lambert lease (terminated 2024) . |
Expertise & Qualifications
- Banking operations and risk: Nearly five decades at Fifth District with emphasis on ALM, compliance, and benefits administration—deep institutional knowledge .
- Financial credential: Maintained CFP license for majority of tenure .
- Education: Bachelor’s in Business and Finance, University of New Orleans .
Equity Ownership (as of 7/25/2025)
| Holder | Shares | % Outstanding | Pledged? |
|---|---|---|---|
| David C. Nolan | 10,000 | <1% | None; Company states none of the named individuals has pledged shares . |
- Anti-hedging: Directors prohibited from hedging Company stock via derivatives .
Insider Trades and Section 16 Compliance
| Item | Status/Detail |
|---|---|
| Section 16(a) compliance (FY 2024) | Company states each executive officer, director, and >10% holder complied with applicable reporting requirements for transactions in Company common stock during 2024; no Form 4 detail provided in proxy . |
Related-Party Exposure (Potential Conflicts)
| Relationship | Terms/Amounts | Notes |
|---|---|---|
| Consulting arrangement (Nolan ↔ Fifth District) | $37,260 (2024); $31,200 (2023) | Services include customer relations, bank operations, and employee matters; disclosed under Related Persons; also reflected as “All Other Compensation” in director comp table, but table shows $31,200 for 2024—see discrepancy . |
| Insider loans policy (general) | Loans to insiders permitted by regulation and on market terms; none flagged as problematic | All insider loans outstanding at 12/31/24 were on substantially the same terms as for unrelated parties and performing . |
| Other director transactions (context) | Abry inspection services: $17,600 (2024), $16,000 (2023); Lambert office lease: $9,600 (2023), terminated in 2024 | Provided for governance context, not specific to Nolan . |
Compensation Structure Analysis (Director)
- 2024 mix: All-cash retainer; no equity for directors in 2024 noted in proxy; Nolan had additional consulting fees (see discrepancy) .
- 2025 shift: If shareholders approve the 2025 Equity Plan, directors receive sizable time-based RSU and option grants (11,118 RS + 27,797 options each) with 5-year vesting—shifts mix toward equity but without performance metrics (time-based only) .
- Governance safeguards: Anti-repricing, no cash buyouts of underwater options, one-year minimum vesting, clawback/insider-trading/hedging-pledging restrictions .
Governance Assessment
-
Strengths
- Independent Chair with separation of Chair/CEO roles; committees fully independent; anti-hedging policy; clawback coverage for equity awards; anti-repricing provisions for options .
- Adequate meeting cadence and attendance representation (no director <75%); Nolan engaged through roles on Compensation and Nominating/Corporate Governance committees .
- Equity plan includes director caps and clear award limits; options struck at FMV; 10-year term; automatic exercise safeguards .
-
Watch items / RED FLAGS
- Consulting relationship with the Company while serving as independent Chair—optics of independence; fees disclosed ($37,260 in 2024; $31,200 in 2023); director compensation table shows $31,200 for 2024 creating a data inconsistency that warrants clarification (RED FLAG) .
- Very long director tenure (since 1995) and prior employment (retired 2018) may raise entrenchment concerns despite formal independence designation (RED FLAG) .
- Director equity grants are time-based rather than performance-based, potentially weakening pay-for-performance alignment at the board level if plan approved (monitor size vs market norms) .
-
Alignment
- Direct ownership is modest (10,000 shares; <1%); no pledging reported; anti-hedging policy enforced .
- If approved, 2025 equity grants materially increase equity exposure and at-risk value via RS and options over a five-year vest .
Overall: Governance framework features standard safeguards (independent committees, anti-hedging, clawback, no option repricing), but Nolan’s concurrent consulting arrangement and very long tenure warrant investor engagement to confirm independence rigor and to reconcile compensation disclosures .