Linda A. Sins
About Linda A. Sins
Linda A. Sins (age 73) is an independent director of Fifth District Bancorp and has served on the board since 2005. She is a retired Research Professor of Engineering Management (University of New Orleans, 2007–2017), holds an MBA from the University of New Orleans, and earned a law degree with honors from Loyola University School of Law, where she was editor-in-chief of the law review; she also served as Senior Counsel in Entergy Corporation’s legal department and as an Instructor of Accounting at UNO, bringing both financial management and legal expertise to the board . She is active in community organizations (Les Causeries du Lundi; organizer/director of MetroMutts, Inc.; Treasurer of Lakeshore Property Association) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| University of New Orleans | Research Professor of Engineering Management | 2007–2017 | Academic and operational experience relevant to oversight |
| University of New Orleans | Instructor of Accounting | Not disclosed | Financial reporting literacy |
| Entergy Corporation | Senior Counsel, Legal Department | Not disclosed | Legal/regulatory expertise |
External Roles
| Organization | Type | Role | Tenure/Notes |
|---|---|---|---|
| Les Causeries du Lundi (New Orleans) | Non-profit/scholarship | Member; fluent in French | Ongoing community engagement |
| MetroMutts, Inc. | Non-profit (animal rescue) | Organizer and Director | Governance role |
| Lakeshore Property Association | Property/Community Association | Treasurer | Financial stewardship |
Board Governance
- Independence: Classified independent under Nasdaq listing standards; only the CEO (Amie L. Lyons) is non-independent .
- Committee assignments and chair roles:
- Audit Committee (Chair) ; designated “audit committee financial expert” by the board .
- Compensation Committee (Member) .
- Nominating/Corporate Governance Committee (Member) .
- Meetings and attendance:
- FY2024 meetings: Company board (6) and bank board (23); no director attended fewer than 75% of aggregate board+committee meetings .
- Election/Shareholder support: Re-elected Sept 15, 2025 (For 3,258,609; Withhold 166,232; Broker non-votes 841,384) .
- Anti-hedging: Company prohibits directors/officers/employees and related persons from hedging company stock .
| Committee | Role | FY2024 Committee Meetings |
|---|---|---|
| Audit | Chair | 4 |
| Compensation | Member | 2 |
| Nominating/Corporate Governance | Member | 1 |
Fixed Compensation
| Year | Component | Amount (USD) |
|---|---|---|
| 2024 | Fees Earned or Paid in Cash | $37,260 |
Notes: No perquisites disclosed above $10,000 for any director; Ms. Lyons (employee-director) received no separate director compensation .
Performance Compensation
Initial equity awards for non-employee directors were approved under the 2025 Equity Incentive Plan and self-executed the day after shareholder approval (approval: Sept 15, 2025; grant date deemed Sept 16, 2025) .
| Award Type | Grant Date Mechanics | Award Size | Value/Price Basis | Vesting | Term / Exercise Price | Key Terms |
|---|---|---|---|---|---|---|
| Restricted Stock | Self-executes day after shareholder approval | 11,118 shares to Sins | Illustrative valuation $146,535 at $13.18 (7/25/2025) | 20%/year; accel for death/disability/invol. termination at/after change in control | N/A | Dividends on unvested shares withheld and paid upon vesting ; subject to clawback; double-trigger CoC vesting; 1-year minimum vesting (95%+ grants) |
| Stock Options | Self-executes day after shareholder approval | 27,797 options to Sins | Exercise price = Nasdaq closing price on grant date | 20%/year; same acceleration conditions | 10-year term | No repricing/cash buyouts without shareholder approval; no dividend equivalents |
Plan-level safeguards and limits:
- Non-employee director cap: 5% of shares available per director; 30% in aggregate for all non-employee directors .
- Share reserve: 778,325 shares; options up to 555,947 (10% of conversion shares); RS/RSUs up to 222,378 (4%) .
- Clawback: Subject to Company clawback policies incl. Dodd-Frank 954; anti-hedging/pledging restrictions apply .
Performance metrics table (directors):
| Metric Type | Applies to Director Grants | Notes |
|---|---|---|
| Time-based vesting | Yes | 20% annual vesting for director RS/Options |
| Financial/operational performance goals | Permitted by plan | Committee may establish goals, but initial director grants are time-based; no specific metrics disclosed for director awards |
Other Directorships & Interlocks
| Category | Details |
|---|---|
| Current public company directorships | None disclosed in proxy |
| Prior public company boards | Not disclosed |
| Interlocks with competitors/suppliers/customers | None disclosed for Sins; related-party examples involve other directors (consulting/inspections/lease), not Sins |
Expertise & Qualifications
- Designated Audit Committee Financial Expert; deep financial reporting oversight and audit liaison experience .
- Legal, regulatory, and risk oversight background from Senior Counsel role at Entergy; MBA and accounting instruction experience strengthen financial acumen .
- Community leadership and multilingual capability (French) underscore stakeholder engagement and communication skills .
Equity Ownership
Beneficial ownership as of July 25, 2025.
| Holder | Shares Beneficially Owned | % of Shares Outstanding | Breakdown/Notes |
|---|---|---|---|
| Linda A. Sins | 25,150 | <1% (based on 5,559,473 shares) | Includes 20,000 shares in IRA; 5,000 shares in spouse’s IRA; 150 shares held by a corporation; none pledged |
Governance Assessment
-
Strengths
- Independent director; serves as Audit Chair and is an “audit committee financial expert,” enhancing oversight of financial reporting, auditor independence, and internal controls .
- Attendance: At least 75% of aggregate board and committee meetings in FY2024 (no director fell below threshold), indicating engagement .
- Shareholder support: Re-elected with strong “For” vote (3,258,609 For vs. 166,232 Withhold), a positive confidence signal .
- Ownership alignment: Personal stake of 25,150 shares; no pledging; anti-hedging policy in place .
- Equity plan includes investor-friendly terms: double-trigger change-in-control vesting, no option repricing/cash buyouts without shareholder approval, one-year minimum vesting, clawback coverage .
-
Watch items
- Large one-time director equity grants post-conversion (11,118 restricted shares and 27,797 options) significantly increase equity-based pay for directors; while common in mutual-to-stock conversions and subject to stringent plan safeguards, the size and mix (including options) may draw scrutiny on director independence and pay design going forward .
- No specific performance metrics attached to initial director grants (time-based vesting), though the plan allows performance goals—investors often prefer performance-conditioned equity even for directors, balanced against best practices limiting director pay risk incentives .
-
Related-party/Conflicts
- No related-party transactions disclosed for Sins; other directors had ordinary-course arrangements (consulting, inspections, prior seasonal lease) with standard terms and terminated where applicable—none attributed to Sins .
Director Compensation (2024) – Detail
| Director | Fees Earned or Paid in Cash | All Other Compensation | Total |
|---|---|---|---|
| Linda S. Sins | $37,260 | — | $37,260 |
2025 Annual Meeting – Voting Results (Reference)
| Item | For | Against | Abstain | Broker Non-Votes |
|---|---|---|---|---|
| Re-elect Linda A. Sins | 3,258,609 | 166,232 | — | 841,384 |
| Approve 2025 Equity Incentive Plan | 3,210,537 | 145,624 | 68,680 | 841,384 |
| Ratify Auditor (EisnerAmper LLP) | 4,179,803 | 43,652 | 42,770 | 0 |
Related Policies and Safeguards
- Director independence determination per Nasdaq standards; committee composition entirely independent .
- Anti-hedging policy covering directors and related persons .
- Equity plan clawback and governance best practices (no repricing, minimum vesting, double-trigger CoC) .
RED FLAGS
- None specific to Sins disclosed (no related-party transactions; no pledging; meets attendance threshold) .
- Monitor the impact of sizable one-time director equity awards on independence perceptions and future board pay practices .