Mark P. Boulanger
About Mark P. Boulanger
Mark P. Boulanger, age 53, is a Certified Public Accountant and Managing Partner at Raiche & Company CPAs, PLLC; he has served as a director of First Seacoast Bancorp, Inc. since 2018 and is designated the Audit Committee financial expert under SEC rules . He is considered independent under Nasdaq listing standards, with the board’s leadership structured to separate the Chairperson and CEO to enhance oversight .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Raiche & Company CPAs, PLLC | Managing Partner | Not disclosed | CPA expertise; qualifies as Audit Committee financial expert |
| Frisbie Memorial Hospital | Trustee; Vice-Chair | Not disclosed | Community ties; healthcare governance experience |
External Roles
| Organization | Role | Public/Private/Non-profit | Notes |
|---|---|---|---|
| Raiche & Company CPAs, PLLC | Managing Partner | Private | Accounting leadership; technical finance expertise |
| Frisbie Memorial Hospital | Trustee; Vice-Chair | Non-profit | Regional healthcare governance; local market insights |
Board Governance
- Independence: Independent director under Nasdaq rules; only the CEO (James R. Brannen) is non-independent on the nine-member board .
- Committee roles: Chair, Audit Committee; Member, Compensation and Personnel Committee; designated Audit Committee financial expert .
- Attendance: Board held 15 meetings in 2024; no director attended fewer than 75% of Board and committee meetings on which they served .
- Leadership structure: Independent Chair (James Jalbert); separation of Chair and CEO roles; Audit, Compensation, and Nominating committees all composed of independent directors .
| Committee | Role | 2024 Meetings | Independence |
|---|---|---|---|
| Audit | Chair | 4 | Committee members independent; Boulanger is the SEC “financial expert” |
| Compensation & Personnel | Member | 1 | Independent committee |
| Nominating & Governance | Not a member | 2 | Independent committee |
Fixed Compensation (Director – 2024)
| Component | Amount ($) | Notes |
|---|---|---|
| Cash fees | 24,800 | Director fees paid by First Seacoast Bank; Company does not separately compensate directors |
| Restricted Stock (grant-date fair value) | 39,018 | Based on $9.29 closing price on 12/2/2024; 4,200 shares outstanding as of 12/31/2024 |
| Stock Options (grant-date fair value) | 38,745 | 10,250 options outstanding as of 12/31/2024 |
| Deferred fee plan earnings | 4,657 | Plan credits at 7-year Treasury yield, compounded monthly |
| Total | 107,220 |
Additional director programs:
- Supplemental Director Retirement Agreement: Normal retirement age 70; $20,000 annually for 10 years; vesting 0% years 1–6, 25% year 7, 50% year 8, 75% year 9, 100% year 10; change-in-control pays PV of $20,000 for 10 years; death benefit pays vested balance in lump sum .
- Deferred Directors Fee Plan: Voluntary deferral; credited at 7-year Treasury rate (monthly compounding); payout on separation or specified date; change-in-control may accelerate lump sum if elected; death benefit payable .
Performance Compensation (Director Equity Structure)
| Metric/Instrument | Grant Date | Shares/Units | Valuation Basis | Vesting | Exercise Price/Term |
|---|---|---|---|---|---|
| Restricted Stock | 12/2/2024 | 4,200 (outstanding 12/31/2024) | $9.29 closing price → $39,018 grant-date FV | Vests in 3 equal installments; first on 12/2/2025 | N/A |
| Stock Options | 12/2/2024 | 10,250 (outstanding 12/31/2024) | Binomial valuation → $38,745 grant-date FV | Vests in 3 equal installments; first on 12/2/2025 | Exercise price not disclosed for director awards; time-based vesting (no PSU metrics) |
- No performance-based metrics (e.g., TSR, revenue/EBITDA hurdles) are disclosed for director equity; awards are time-based vesting, consistent with typical community bank director pay structures .
Other Directorships & Interlocks
| Entity | Type | Role | Interlock/Notes |
|---|---|---|---|
| Frisbie Memorial Hospital | Non-profit | Trustee; Vice-Chair | Other FSEA directors hold Frisbie-related roles (e.g., Jalbert: Vice Chair, Frisbie Memorial Hospital Foundation), indicating a local network interlock; no related-party transactions disclosed |
- Public company directorships: None disclosed .
- Related-party transactions: None >$120,000; director/officer loans made at market terms per banking regs; performing per original terms .
Expertise & Qualifications
- CPA and Managing Partner: Deep technical accounting and audit oversight capability; designated Audit Committee financial expert .
- Community and industry experience: Healthcare governance (Frisbie), local market knowledge across Seacoast NH and Southern Maine .
Equity Ownership
| Category | Shares | % Outstanding | Notes |
|---|---|---|---|
| Total beneficial ownership | 22,289 | <1% (“*”) | Based on 4,730,753 shares outstanding (4/1/2025) |
| Direct | Not itemized | N/A | Total includes direct plus indirect holdings |
| Indirect – Trust | 4,000 | N/A | |
| Indirect – IRA | 4,301 | N/A | |
| Options exercisable within 60 days | 6,229 | N/A | |
| Pledged shares | None | N/A | “None of the named individuals has pledged his or her shares.” |
| Anti-hedging | Prohibited | N/A | Company’s policy prohibits hedging/derivatives on Company stock |
Insider Trades
| Date | Type | Shares | Price | Value | Source |
|---|---|---|---|---|---|
| 2025-09-03 | Open market purchase | 1,200 | $11.47 | $13,764 | |
| 2024-06-05 | Open market purchase | 1,000 | $11.24 | $11,240 | |
| 2025-09-03 | Form 4 filing (PDF) | — | — | — | |
| 2024-05-14 | Form 4 notice | — | — | — |
Note: Transaction details should be confirmed against the SEC Form 4 PDFs; links included for verification.
Governance Assessment
- Strengths: Independent Audit Chair and SEC “financial expert”; no pledge of shares; anti-hedging policy; attendance above 75% threshold; independent committee composition; clear separation of Chair/CEO roles .
- Alignment: Meaningful director equity grants with multi-year vesting; additional local insider purchases by Boulanger in 2024–2025 signal alignment; retirement and deferred fee programs provide retention without excessive guaranteed cash .
- Potential concerns: Director retirement agreements (fixed $20k/year for 10 years) and fee deferrals add non-performance benefits; however, structure is common in community banks and subject to vesting and standard change-in-control terms .
- Audit oversight signal: Auditor transition in 2024 (due to prior auditor’s exit from SEC bank audits) and a resolved disagreement on deferred tax valuation allowance indicate active Audit Committee engagement; no reportable events and independence affirmed .
- Conflicts/related-party risks: No material related-party transactions disclosed; director/officer loans at market terms and compliant with federal regs; no share pledging; anti-hedging policy in place .
RED FLAGS
- None material disclosed: No low attendance, no pledging, no related-party transactions >$120,000, no hedging; equity awards are time-based (no repricing or underwater option modifications reported) .
- Monitoring items: Director retirement benefits (ensure costs are reasonable vs. peer banks); continued scrutiny of audit judgments given 2023 tax allowance disagreement (resolved) .
Additional Notes
- Board and committee meeting cadence (2024): Board 15; Audit 4; Compensation 1; Nominating 2 .
- Director election: Boulanger nominated for term expiring in 2028 at 2025 annual meeting .
- No director stock ownership guidelines disclosed for directors; executive guidelines not covered in provided excerpts .