Erica A. Johnson
About Erica A. Johnson
Erica A. Johnson, age 45, has served as an independent director of First Seacoast Bancorp, Inc. (FSEA) since 2018; she is CEO of QA Cafe, LLC and formerly Director at the University of New Hampshire InterOperability Laboratory, bringing information technology and operational expertise to the board . The board classifies all directors other than the CEO as independent under Nasdaq listing standards, and in 2024 the board held 15 meetings with no director attending fewer than 75% of board and committee meetings .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| QA Cafe, LLC | Chief Executive Officer | — | Responsible for strategy, finances, and operations; brings unique IT expertise to FSEA’s board |
| University of New Hampshire InterOperability Laboratory | Director | — | Led an independent test facility for networking and telecom, underpinning technology expertise on the board |
External Roles
| Organization | Role | Public Company? | Notes |
|---|---|---|---|
| QA Cafe, LLC | Chief Executive Officer | No | Private software company; current executive role |
| University of New Hampshire InterOperability Laboratory | Director (prior) | No | Academic/industry test facility; prior role |
No other public company directorships are disclosed in the proxy biographies for Erica Johnson .
Board Governance
- Board independence: Johnson is independent under Nasdaq listing standards .
- Board/committee attendance: In 2024, the board met 15 times; no director was below 75% attendance at board and committee meetings .
- Annual meeting attendance: All but one director attended the prior annual meeting .
- Codes and policies: Directors are subject to a Code of Ethics; anti-hedging policy prohibits hedging transactions by directors and related persons .
| Committee | Johnson’s Role | Chair? | 2024 Meetings |
|---|---|---|---|
| Nominating & Governance | Member | No | 2 |
| Compensation & Personnel | Not a member | — | 1 |
| Audit | Not a member | — | 4 |
Fixed Compensation
| Metric (USD) | FY 2023 | FY 2024 |
|---|---|---|
| Fees Earned or Paid in Cash | $25,400 | $26,000 |
| Nonqualified Deferred Compensation Earnings | $8,932 | $11,739 |
| Total Cash + Deferred Earnings | $34,332 | $37,739 |
| Total Director Compensation | $62,361 | $115,502 |
Supplemental Director Retirement Agreement: directors are entitled to $20,000 annually for 10 years upon retirement at age 70; vesting over 10 years (0% years 1–6; 25% year 7; 50% year 8; 75% year 9; 100% year 10); change in control triggers present value of $20,000 for 10 years; death pays vested balance to beneficiary . Deferred Director Fee Plan: directors may defer fees; earnings accrue at the 7-year Treasury yield; payout at separation or specified date; lump sum if separation within two years of a change in control .
Performance Compensation
| Award Type | Grant Date | Shares/Units | Grant-Date Fair Value | Vesting | Notes |
|---|---|---|---|---|---|
| Restricted Stock | Dec 2, 2024 | 4,200 | $39,018 | Vests in ~3 equal installments; first vests Dec 2, 2025 | Fair value based on $9.29/share on grant date |
| Stock Options | Dec 2, 2024 | 10,250 | $38,745 | Vests in ~3 equal installments; first vests Dec 2, 2025 | Fair value per FASB ASC 718; realized value depends on market price at exercise |
Plan features affecting director equity:
- 2024 Equity Incentive Plan allows performance-based vesting, but director awards disclosed for 2024 are time-based vesting; no director-specific performance metrics are disclosed .
- No option repricing without shareholder approval; minimum vesting generally at least one year for 95% of awards .
- Change-in-control treatment: no single-trigger vesting; service-based awards accelerate upon involuntary termination following a change in control (double trigger); performance awards vest at target or actual annualized performance on involuntary termination post-change-in-control .
Other Directorships & Interlocks
- No public company board roles for Erica Johnson are disclosed; current role is CEO of QA Cafe (private) .
- Related-party transactions: no transactions >$120,000 involving related persons since Jan 1, 2024; director/officer loans were on ordinary terms and compliant with banking regulations .
Expertise & Qualifications
- Technology and operations: CEO of a software company; prior leadership at a major interoperability lab, providing IT, networking, and product testing expertise .
- Governance: Member of the Nominating & Governance Committee, which oversees director selection, board performance review, and governance policies .
- Ethics and trading: Directors are subject to Codes of Ethics; anti-hedging policy prohibits hedging of FSEA stock; plan and policies also address pledging restrictions .
Equity Ownership
| Item | Amount | Notes |
|---|---|---|
| Shares Beneficially Owned (Apr 1, 2025) | 18,826 | Includes 2,500 via IRA |
| Ownership as % of Outstanding | <1% | Based on 4,730,753 shares outstanding |
| Options Exercisable within 60 days (Apr 1, 2025) | 6,229 | Counted in beneficial ownership per SEC rules |
| Restricted Stock Outstanding (Dec 31, 2024) | 4,200 | Time-based vesting; first vest Dec 2, 2025 |
| Options Outstanding (Dec 31, 2024) | 10,250 | Time-based vesting; first vest Dec 2, 2025 |
| Shares Pledged as Collateral | None | Proxy states none of the named individuals have pledged shares |
Compensation Committee Analysis
- Independent consultant: Pearl Meyer & Partners, LLC was engaged by the Compensation & Personnel Committee in FY 2023 to develop a company-wide incentive compensation plan; fees approximately $15,225 .
- Committee remit: Committee approves compensation objectives and senior management pay; also assists with executive candidate evaluation .
Governance Assessment
- Board effectiveness: Johnson’s IT domain expertise and operating experience add diversity of skills to FSEA’s board; she contributes via the Nominating & Governance Committee, which manages director selection, board evaluations, and governance guidelines .
- Independence and engagement: She is independent under Nasdaq rules; the board met 15 times in 2024 with no director below 75% attendance, and directors are encouraged to attend annual meetings .
- Alignment and incentives: Meaningful equity exposure through RS and options, plus anti-hedging restrictions and potential award holding periods, support alignment; no share pledging is disclosed .
- Potential investor concerns/RED FLAGS: Director Supplemental Retirement and Fee Continuation Agreements provide guaranteed retirement/fee continuation benefits not explicitly tied to performance (e.g., $20,000/year for 10 years), and accelerate value on change-in-control, which some investors may view as non–performance-linked pay for directors . That said, the 2024 Equity Incentive Plan prohibits option repricing and avoids single-trigger vesting, which offsets common governance risks .