Michael J. Bolduc
About Michael J. Bolduc
Michael J. Bolduc is an independent director of First Seacoast Bancorp, Inc. and a partner at Wyskiel, Boc, Tillinghast & Bolduc, P.A., specializing in trusts and estates and business entity governance/transactions; he is age 54 and has served as a director since 2011, bringing legal and community-market expertise to the board . He serves as Corporate Secretary of First Seacoast Bancorp, Inc., as reflected in the company’s proxy materials and meeting notices . The Board affirms all directors other than the CEO are independent under Nasdaq rules, which includes Mr. Bolduc .
Past Roles
| Organization | Role | Tenure/Dates | Committees/Impact |
|---|---|---|---|
| Wyskiel, Boc, Tillinghast & Bolduc, P.A. | Partner; attorney (trusts & estates; business governance/transactions) | Not disclosed | Provides legal and governance perspective to FSEA board |
| First Seacoast Bancorp/MHC (conversion documentation) | Corporate Secretary signatory | 2022 (S-1/MHC merger agreement execution) | Corporate governance/secretarial responsibilities during conversion process |
External Roles
| Organization | Role | Tenure/Dates | Notes/Impact |
|---|---|---|---|
| Wentworth-Douglass Hospital | Trustee | Not disclosed | Community ties; local market insight |
| Rotary Club of Dover | Member | Not disclosed | Community engagement |
| NH Charitable Foundation – Piscataqua Region | Advisory Board member | Not disclosed | Regional philanthropic network |
Board Governance
- Committee assignments: Chair, Nominating & Governance Committee (2024 meetings: 2); not listed on Audit or Compensation in 2024; committee independence affirmed under Nasdaq .
- Prior year committee roles: In 2023/2024 proxy, listed as Nominating & Governance Chair and member of Compensation & Personnel Committee (historical reference) .
- Independence: Board deems all directors independent except the CEO; Mr. Bolduc is independent .
- Attendance: Company and Bank boards each held 15 meetings in 2024; no director attended fewer than 75% of board and committee meetings .
- Board leadership: Chair is independent (James Jalbert), with CEO/Chair roles separated to enhance oversight .
| Governance Attribute | Detail |
|---|---|
| Board meetings (2024) | 15; no director under 75% attendance |
| Committees 2024 | Audit (4 mtgs), Compensation & Personnel (1), Nominating & Governance (2) |
| Mr. Bolduc’s 2024 committee role | Nominating & Governance Committee Chair |
| Independence | Independent director per Nasdaq |
| Board leadership | Independent Chair (James Jalbert); CEO separate |
| Corporate Secretary | Mr. Bolduc serves as Corporate Secretary |
Fixed Compensation (Director)
| Component (FY 2024) | Amount | Notes |
|---|---|---|
| Fees Earned or Paid in Cash | $26,600 | Director cash retainers/fees paid by First Seacoast Bank |
| Stock Awards (RSUs) – grant date fair value | $39,018 | Granted 12/2/2024 at $9.29/share; award size for each director: 4,200 shares outstanding as of 12/31/2024; vests in 3 installments starting 12/2/2025 |
| Stock Options – grant date fair value | $38,745 | Options vest in 3 installments starting 12/2/2025; each director had 10,250 options outstanding as of 12/31/2024 |
| Nonqualified Deferred Compensation Earnings | $5,524 | Earnings credited under director deferred fee plan |
| Total | $109,887 | Sum of components |
Plan features relevant to alignment and risk:
- Supplemental Director Retirement Agreement: if serving until age 70, $20,000 per year for 10 years; 10-year vesting schedule (0% years 1–6; 25% yr 7; 50% yr 8; 75% yr 9; 100% yr 10); CIC payout = present value of $20,000 for 10 years; death benefit = vested balance lump sum within 30 days .
- Director Deferred Fee Plan: directors may defer fees; earnings credited at 7-year U.S. Treasury rate (compounded monthly); payouts at separation/specified date in lump sum or installments; lump sum if separation within two years of a change in control (if elected) .
Performance Compensation (Director)
| Item | Disclosure |
|---|---|
| Performance metrics tied to director pay (e.g., TSR, financial KPIs) | None disclosed in the director compensation section; compensation comprised of cash retainers, time-based RSUs and options with time-based vesting |
Note: Directors’ 2024 RSUs and options vest in three approximately equal installments beginning 12/2/2025; no performance-vesting criteria are disclosed for director awards .
Other Directorships & Interlocks
| Category | Disclosure |
|---|---|
| Current public company directorships | None disclosed for Mr. Bolduc in the proxy biography/nomination section |
| Non-profit/academic boards | Wentworth-Douglass Hospital (Trustee); NH Charitable Foundation (Piscataqua Region Advisory Board) |
| Interlocks/related party board overlaps with key customers/suppliers | Not disclosed; no other transactions >$120,000 with related persons reported for 2024 |
Expertise & Qualifications
- Legal/governance expertise: trusts & estates; entity formation, governance and transactions; provides board with legal perspective .
- Community-market insight: long-standing participation in regional civic and philanthropic organizations .
- Independence and governance leadership: Chair of Nominating & Governance Committee; Corporate Secretary responsibilities indicate deep engagement with governance process .
Equity Ownership
| Metric | Detail |
|---|---|
| Total beneficial ownership | 27,025 shares (includes direct and indirect holdings) |
| Ownership as % of outstanding | Less than 1% (based on 4,730,753 shares outstanding 4/1/2025) |
| Indirect holdings | 5,307 shares via trust; 2,758 via IRA; 4,471 via spouse’s IRA |
| Options exercisable within 60 days (4/1/2025) | 6,229 shares |
| Outstanding director option award (as of 12/31/2024) | 10,250 options (time-based vesting; first tranche 12/2/2025) |
| Unvested RSUs (as of 12/31/2024) | 4,200 shares; vest over 3 years starting 12/2/2025 |
| Pledged shares | None indicated; proxy notes none of the named individuals has pledged shares unless otherwise indicated |
| Anti-hedging policy | Company prohibits hedging transactions by directors, officers, employees and related persons |
Governance Assessment
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Strengths signaling board effectiveness and alignment:
- Independent director; chairs Nominating & Governance, reinforcing board refreshment and oversight of governance practices .
- Strong engagement: board met 15 times in 2024; no director under 75% attendance; committee activity recorded .
- Cash/equity mix with multi-year vesting supports retention and alignment; additional deferred fee plan encourages longer-term perspective .
- No related-party transactions >$120,000; insider loans made on market terms and performing, reducing conflict risk .
-
Potential watch items / RED FLAGS to monitor:
- Change-in-control benefits for non-employee directors (present value of $20,000×10 years; deferred plan lump-sum feature if separation within two years of CIC if elected) can be viewed by some investors as sale-friendly incentives; monitor for independence during strategic processes .
- Dual role as Corporate Secretary while serving as an independent director is uncommon at larger issuers; while not prohibited, investors may wish to understand how administrative/secretarial duties are balanced to preserve independence optics .
- Committee rotation: historical presence on Compensation & Personnel Committee (2024 proxy) and current role limited to Nominating & Governance (2025) warrants ongoing monitoring of committee independence composition and workload distribution .
-
Compensation structure evolution (context):
- Directors received time-based RSUs and, in 2024, stock options with three-year vesting beginning 12/2/2025; earlier disclosures (2021) reflected RSUs without options—indicating an expanded equity mix for directors over time .
Notes
- Nomination and biography (2025): Mr. Bolduc is nominated for a new three-year term expiring 2028; age 54; director since 2011; legal/community background detailed .
- Board leadership currently independent Chair (James Jalbert); separation of Chair/CEO roles affirmed .
- No family relationships among directors disclosed .
- Public company voting (context): 2024 annual meeting results disclosed for director elections, equity plan approval, and auditor ratification (Mr. Bolduc was not up for election in 2024) .