H. Greg Abry
About H. Greg Abry
H. Greg Abry, age 60, is an independent director of Fifth District Bancorp, Inc. (FDSB) and has served on the Board since 2013. He is President and Chief Executive Officer of Abry Brothers, Inc., a seventh‑generation New Orleans construction and foundation repair firm, where he leads operational oversight, strategic planning, and financial management; he brings construction and real estate expertise to FDSB’s market area . FDSB states all directors are independent under Nasdaq listing standards except the interim CEO, confirming Abry’s independence status .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Abry Brothers, Inc. | President & CEO | 2005–present | Operational oversight, strategic planning, financial management; sector expertise in construction/real estate |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Abry Brothers, Inc. | President & CEO | 2005–present | Private, seventh‑generation family business; no public company board roles disclosed |
Board Governance
- Committee assignments: Abry serves on the Compensation Committee and the Nominating/Corporate Governance Committee; he does not chair either .
- Independence: Board affirms independence for all directors except the interim CEO; committees are composed solely of independent directors .
- Committee meeting cadence FY2024: Audit (4), Compensation (2), Nominating/Corporate Governance (1) .
- Board leadership and risk oversight: Chairman is David C. Nolan; CEO role is separate; committees oversee risk with management attending Board meetings .
- Director nomination framework emphasizes integrity, time commitment, independence, and considers attendance/performance in re‑nominations .
Fixed Compensation
| Year | Cash Retainer / Fees ($) | Committee/Chair Fees ($) | Meeting Fees ($) | All Other Compensation ($) | Notes |
|---|---|---|---|---|---|
| 2024 | 37,260 | Not disclosed | Not disclosed | — | Ms. Lyons (director/employee) received no separate director pay |
Performance Compensation
| Award Type | Grant Trigger/Date | Quantity | Grant Date Fair Value | Vesting | Change‑in‑Control Treatment | Notes |
|---|---|---|---|---|---|---|
| Restricted Stock | Self‑executing the day after stockholder approval of 2025 Equity Plan (Plan Effective Date Sept 15, 2025) | 11,118 shares | $146,535 (based on $13.18/share as of July 25, 2025) | 20% per year; accelerates on death, Disability, or Involuntary Termination at/after Change in Control | Acceleration per plan | Individual non‑employee director limits: ≤5% of shares; aggregate directors ≤30% of plan shares |
| Stock Options | Self‑executing the day after stockholder approval of 2025 Equity Plan (Plan Effective Date Sept 15, 2025) | 27,797 options | Not determinable; depends on FMV at exercise | 20% per year; accelerates on death, Disability, or Involuntary Termination at/after Change in Control | Acceleration per plan | Plan share reserve: 555,947 options (10% of conversion shares) |
Performance Metrics Table (Director Grants)
| Award Type | Performance Metrics | Vesting Conditions | Notes |
|---|---|---|---|
| Restricted Stock | None (time‑based) | 20% per year; acceleration on specified events | Initial director awards are self‑executing post‑approval |
| Stock Options | None (time‑based) | 20% per year; acceleration on specified events | Exercise value dependent on FMV at exercise |
Other Directorships & Interlocks
- No other public company board directorships for Abry are disclosed in the proxy; principal external role is CEO of Abry Brothers, Inc. .
Expertise & Qualifications
- Construction and real estate domain expertise tied to FDSB’s market; seasoned operating executive with financial management responsibility .
- Board level independence and participation on Compensation and Nominating/Corporate Governance committees .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | Notes |
|---|---|---|---|
| H. Greg Abry | 30,000 | <1% (based on 5,559,473 shares outstanding) | None of the named individuals has pledged shares |
Related‑Party Exposure and Potential Conflicts
- Abry performs inspections for new home constructions financed by Fifth District as an independent contractor; he received $17,600 (2024) and $16,000 (2023) in fees. Loans to directors/officers follow regulatory standards; Abry’s fees are disclosed under Other Transactions .
- Governance implication: While permissible and disclosed, ongoing paid engagements with the Bank warrant monitoring for perceived conflicts; independence designation remains per Nasdaq, but investors should track scope and controls around such arrangements .
Compensation Structure Analysis
- 2024 compensation was cash‑only; 2025 introduces meaningful equity (restricted stock and options) with time‑based vesting, increasing ownership alignment but without performance metrics for directors .
- Non‑employee director award limits and aggregate caps are set in the plan, constraining dilution and potential over‑granting .
- Equity awards include acceleration on change‑in‑control related events; no clawback provisions specific to director awards are disclosed in the provided sections .
Governance Assessment
- Strengths: Abry is independent; serves on key governance and compensation committees; Board and committees are fully independent; leadership separation between Chair and CEO supports oversight .
- Alignment: Expected 2025 equity grants (restricted stock and options) provide skin‑in‑the‑game beyond existing 30,000 shareholding; time‑based vesting supports retention .
- Monitoring Items / RED FLAGS:
- Related‑party services: Paid inspection work for the Bank represents an ongoing related‑party relationship; ensure continued adherence to arm’s‑length terms and governance controls .
- Lack of disclosed attendance rates: While nomination criteria consider attendance, individual attendance metrics are not disclosed; transparency could be improved .
- Overall: Board independence and equity plan structure are positives for investor confidence; related‑party service arrangements should be continually vetted to prevent perceived or actual conflicts .