Melissa C. Burns
About Melissa C. Burns
Melissa C. Burns, CPA, CGMA, age 47, is Chief Financial Officer of Fifth District Bancorp (FDSB) and Vice President/Chief Financial Officer of Fifth District Savings Bank; she has served as CFO since 2020 and became a Vice President in 2006. Prior to Fifth District, she was Controller of Sigma Coatings USA and a senior auditor at Arthur Andersen; she serves on the Bank’s Asset/Liability Committee (ALCO) . Company milestones during her tenure include the IPO in July 2024 . Recent company performance is mixed (see below), with a FY 2024 net loss.
| Company Performance (USD) | FY 2023 | FY 2024 |
|---|---|---|
| Revenues | $424,000* | -$602,000* |
| Net Income - (IS) | $797,000* | -$1,078,000 |
Values with * retrieved from S&P Global.
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Fifth District Savings Bank | Vice President (later CFO since 2020) | 2006–present | Finance leadership; member of ALCO |
| Sigma Coatings USA | Controller | Not disclosed | Corporate controllership |
| Arthur Andersen, LLP | Senior Auditor | Not disclosed | External audit; financial reporting rigor |
External Roles
No public company board roles or external directorships for Ms. Burns are disclosed in the proxy’s “Executive Officers” section .
Fixed Compensation
| Component | 2023 | 2024 |
|---|---|---|
| Base Salary | $153,000 | $160,650 |
| Bonus (discretionary holiday) | $22,950 | — |
| Non-Equity Incentive Plan Compensation (cash) | $17,400 | $82,095 |
| All Other Compensation | $35,542 | $59,224 |
| Total | $228,892 | $301,969 |
2024 All Other Compensation breakdown:
| Item | Amount (2024) |
|---|---|
| Automobile Allowance | $3,600 |
| Health & Welfare Insurance Premiums | $11,653 |
| ESOP Allocation | $15,005 |
| 401(k) Employer Contributions | $28,966 |
| Total | $59,224 |
Additional fixed terms per employment agreement (effective July 31, 2024):
- Base salary set at $160,650; Board/Compensation Committee may increase but not decrease .
- Two-year rolling term with automatic one-year renewals; extends to at least two years post-change in control (CIC) .
Performance Compensation
Non-Equity Incentive Plan framework and realized awards:
- Process: President sets performance criteria for eligible officers (Board sets CEO criteria); awards are evaluated at year-end and generally paid in December .
- No executive stock options were granted in 2024; there were no outstanding equity awards for any NEOs as of Dec 31, 2024 .
| Year | Instrument | Metric(s) | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|---|---|
| 2024 | Non-Equity Incentive (cash) | Annual performance criteria set by President | Not disclosed | Not disclosed | Not disclosed | $82,095 | Cash; generally paid in December |
| 2023 | Non-Equity Incentive (cash) | Annual performance criteria set by President | Not disclosed | Not disclosed | Not disclosed | $17,400 | Cash; generally paid in December |
Forward-looking equity plan (subject to stockholder approval September 15, 2025):
- Minimum one-year vesting for at least 95% of awards; double-trigger CIC vesting (CIC plus qualifying termination) unless awards are not assumed; no option repricing; no dividends on unvested awards; anti-hedging/pledging and clawback policy apply .
- Committee intends to grant equity to senior executives after approval; terms to be set post-meeting .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership (as of July 25, 2025) | 26,189 shares |
| % of Shares Outstanding | ~0.47% (26,189 / 5,559,473 outstanding) (computed from ) |
| Vested vs Unvested Awards | No outstanding equity awards as of Dec 31, 2024 |
| Options (Exercisable/Unexercisable) | None granted to executive officers in 2024 |
| Hedging/Pledging | Company prohibits hedging; plan subjects awards to hedging/pledging restrictions; proxy notes no pledges by named individuals |
| Clawback | Awards subject to Company clawback policy, including Dodd-Frank 954 |
| ESOP Participation | ESOP allocation included in 2024 compensation ($15,005) |
Employment Terms
| Term | Key Provision |
|---|---|
| Agreement Effective Date | July 31, 2024 |
| Term & Auto-Renewal | Two-year term; auto-extends one year on each anniversary; extends to at least two years post-CIC |
| Base Salary | $160,650; may be increased, not decreased |
| Bonus Eligibility | Participates in bonus plans and/or discretionary bonuses per Board/Committee |
| Severance (non-CIC) | Upon termination without cause or resignation for good reason: greater of (i) remaining term base salary + total annual bonus opportunity (based on highest bonus in prior 3 years) or (ii) 2x (base salary + average annual incentive bonus over prior 3 years); COBRA premium reimbursement up to 18 months |
| Severance (CIC + qualifying termination) | 2x (base salary in effect or highest in prior 3 years + average total incentive bonus for prior 3 years or target for year of CIC, if greater) plus lump sum equal to 18 months’ healthcare costs (COBRA) |
| Restrictive Covenants | One-year non-solicitation post-termination (extends 6–24 months post-CIC as mutually agreed) |
| 280G Cutback | Best-net reduction if it improves after-tax outcome considering non-solicitation value |
| Executive Salary Continuation Agreement (SCA) | Annual retirement benefit increased to $94,000, payable monthly over 15 years (e.g., $7,833.33/month; $1,410,000 total), with specified benefits for disability, death, CIC, and certain involuntary separations; originally adopted Feb 29, 2024; amended July 14, 2025 |
| Section 16(a) Compliance | Company believes all insiders complied with reporting in 2024 |
Compensation Structure Analysis
- Cash-heavy pay mix today: No outstanding equity awards as of 12/31/2024; 2024 cash incentive was the largest YoY driver (from $17,400 in 2023 to $82,095 in 2024) .
- Equity pivot ahead: 2025 Equity Plan introduces equity with minimum one-year vesting, double-trigger CIC, and clawbacks; the committee plans to grant equity to senior executives after stockholder approval, which should improve long-term alignment .
- Risk controls: Anti-hedging/pledging policy and clawback provisions reduce misalignment risk; no pledging by named individuals is noted .
Investment Implications
- Alignment and ownership: Burns owns ~0.47% of outstanding shares with no pledging indicated, and is subject to anti-hedging/pledging and clawback rules—supportive of alignment; however, equity awards are not yet in place for executives pending 2025 plan approval .
- Near-term selling pressure: With no outstanding executive equity awards as of year-end 2024, vesting-related supply appears limited near term; post-Plan grants will carry at least one-year vesting and double-trigger CIC, smoothing future vesting events .
- Retention risk and CIC economics: Two-year rolling employment term, one-year non-solicit, and severance of the greater of remaining-term comp or 2x cash comp (and 2x under CIC plus 18 months’ healthcare) create meaningful retention/CIC protections; the 280G best-net cutback moderates parachute tax exposure .
- Pay-for-performance transparency: The non-equity incentive is determined against annual criteria but specific metrics/weights are not disclosed; equity plan adoption should increase at-risk, performance-based pay visibility once awards are granted .
- Execution backdrop: The company reported a FY 2024 net loss and completed an IPO in 2024, indicating both change and operating headwinds; forthcoming equity awards tied to performance and robust clawbacks may be important for investor confidence in incentive alignment .