Michelle Knopf
About Michelle Knopf
Michelle Knopf, age 56, is Executive Vice President and Chief Operating Officer (COO) of Marathon Bank (Marathon Bancorp, Inc., MBBC) since June 2024, following roles leading mortgage services and senior lending; she has over 20 years of banking experience . As of September 30, 2025, she beneficially owned 25,660 MBBC shares (less than 1% of shares outstanding), with no pledging of company stock disclosed . Her FY2025 compensation included $150,000 salary, $15,000 discretionary bonus tied to corporate objectives (conversion and offering execution, asset quality, net income growth, loan portfolio risk reduction), and $23,920 of other compensation . MBBC’s equity plan provides service-based vesting over five years and accelerated vesting upon death, disability, or involuntary termination on or following a change in control .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Marathon Bank | EVP & Chief Operating Officer | Jun 2024–present | Operations leadership; executive management responsibility |
| Marathon Bank | EVP & Director of Mortgage Services | Jul 2021–Jun 2024 | Led mortgage services function; executive role |
| Marathon Bank | SVP & Senior Loan Officer | Jul 2018–Jul 2021 | Senior lending leadership at Marathon Bank |
| Intercity State Bank | VP & Senior Loan Officer | Oct 2006–Jul 2018 | Senior lending role; extended banking experience |
| Intercity State Bank | Vice President – Loan Officer | 1998–2006 | Loan officer role; early career progression |
External Roles
No public-company directorships or external board roles disclosed for Knopf .
Fixed Compensation
| Metric | FY2023 | FY2024 | FY2025 |
|---|---|---|---|
| Base Salary ($) | 130,000 | 137,000 | 150,000 |
| Bonus ($) | 13,000 | 5,000 | 15,000 |
| Stock Awards ($) | 4,450 | — | — |
| Option Awards ($) | 9,520 | — | — |
| All Other Compensation ($) | 10,103 | 10,701 | 23,920 |
| Total Compensation ($) | 167,073 | 152,701 | 188,920 |
Notes:
- FY2025 “All Other Compensation” includes 401(k) contributions of $9,709, ESOP allocations of $4,011, and automobile expense reimbursement of $10,200 .
- FY2024 “All Other Compensation” includes 401(k) contributions of $8,950 and ESOP allocations of $1,751 .
Performance Compensation
Short-Term Bonus Program (Cash)
| Year | Metric | Weighting | Target | Actual | Payout ($) | Vesting |
|---|---|---|---|---|---|---|
| FY2025 | Corporate objectives: second-step conversion/stock offering; asset quality; net income growth; loan portfolio risk reduction | Discretionary | Not disclosed | Board-assessed qualitative performance | 15,000 | Cash (paid FY2025) |
| FY2024 | Discretionary recognition of responsibilities and contributions | Discretionary | Not disclosed | Board-assessed qualitative performance | 5,000 | Cash (paid FY2024) |
| FY2023 | Discretionary bonus | Discretionary | Not disclosed | Not disclosed beyond discretionary nature | 13,000 | Cash (paid FY2023) |
Long-Term Equity Awards (Service-Based)
| Grant Type | Vesting Schedule | Unvested Units at FY2025 YE | Market Value of Unvested ($) | Notes |
|---|---|---|---|---|
| Restricted Stock (2023 cycle) | 20% per year over 5 years starting Jun 28, 2023 | 1,199 | 11,942 (at $9.96) | Accelerates upon death, disability, or involuntary termination on/after change in control |
| Restricted Stock (2024 cycle) | 20% per year over 5 years starting May 16, 2024 | 411 | 4,094 (at $9.96) | Accelerates upon death, disability, or involuntary termination on/after change in control |
| Stock Options (2022 cycle) | 20% per year over 5 years starting Jun 28, 2023 | 2,699 exercisable; 1,799 unexercisable | N/A | Exercise price $8.13; expiration 6/28/2032 |
| Stock Options (2023 cycle) | 20% per year over 5 years starting May 16, 2024 | 1,921 exercisable; 2,882 unexercisable | N/A | Exercise price $6.48; expiration 5/16/2033 |
Historical snapshot at FY2024 YE for reference: unvested restricted shares of 1,311 (2023 cycle) and 400 (2024 cycle); options of 1,310 exercisable/1,967 unexercisable (2022 cycle) and 700 exercisable/2,800 unexercisable (2023 cycle); market values $11,786 and $3,596 for restricted stock respectively .
Equity Ownership & Alignment
Beneficial Ownership
| As-of Date | Shares Beneficially Owned | % of Shares Outstanding | Pledging Status |
|---|---|---|---|
| Sep 30, 2025 | 25,660 | Less than 1% | No pledging by any director or executive officer |
| Sep 27, 2024 | 14,840 | Less than 1% (based on 2,135,412 shares outstanding) | No pledging by any director or executive officer |
FY2024 beneficial ownership breakdown for Knopf: 9,509 shares in the 401(k) plan, 636 ESOP shares, 1,711 unvested restricted shares, and 2,010 shares acquirable via options within 60 days of the record date .
Outstanding Equity Awards at FY2025 Year-End
| Award | Exercisable | Unexercisable | Exercise Price ($) | Expiration | Unvested RS | Market Value of Unvested ($) |
|---|---|---|---|---|---|---|
| Options (2023 cycle) | 1,921 | 2,882 | 6.48 | 5/16/2033 | — | — |
| Options (2022 cycle) | 2,699 | 1,799 | 8.13 | 6/28/2032 | — | — |
| Restricted Stock (2024 cycle) | — | — | — | — | 411 | 4,094 (at $9.96) |
| Restricted Stock (2023 cycle) | — | — | — | — | 1,199 | 11,942 (at $9.96) |
Vesting cadence for all awards: 20% per year over five years; schedules commenced Jun 28, 2023 or May 16, 2024, creating predictable annual vesting events around late June and mid-May each year .
Employment Terms
| Term | Detail |
|---|---|
| Change-in-control agreement | One-year term, auto-renews annually; if a transaction constituting change in control is entered, term extends to expire no less than one year beyond the change-in-control effective date . |
| Severance on/after change in control | Double-trigger: involuntary termination (other than for cause, disability, or death) or resignation for “good reason” on or after change in control; cash severance equals 1x base salary (at termination or immediately prior to change in control, if higher) plus highest target bonus opportunity in the prior three performance periods; payable in lump sum within 30 days . |
| COBRA and gross-up | Up to 12 monthly COBRA premium reimbursement payments, including a tax gross-up to deliver full reimbursement net of taxes (if COBRA elected) . |
| Equity acceleration | Equity awards accelerate upon death, disability, or involuntary termination on or following a change in control under the 2022 Equity Incentive Plan . |
| Conversion not a change-in-control | The mutual-to-stock conversion and contemporaneous stock offering are not considered a change in control for purposes of agreements . |
Related Party & Governance Controls
- No related party transactions over $120,000; no outstanding loans to executives or directors at June 30, 2025; insider lending conforms to Federal Reserve Act; periodic audit committee review of transactions >$25,000; required disclosures of personal/financial interests .
- Compensation Committee is independent (Grimm, Werth, Wimmer, Zientara; chair Zientara), met four times in FY2025, and did not use a compensation consultant; philosophy emphasizes balancing short-term/long-term goals and competitiveness via ABA surveys .
Risk Indicators & Observations
- No pledging of MBBC stock by executives/directors, reducing alignment risk concerns about collateral calls .
- Tax gross-up on COBRA reimbursements in change-in-control scenarios is a shareholder-unfriendly feature to monitor .
- One late Form 4 in FY2024 for Knopf (and several other officers), a minor compliance lapse worth monitoring for pattern emergence .
Compensation Structure Analysis
- Shift toward cash: FY2025 and FY2024 featured discretionary bonuses with no disclosed quantitative targets, suggesting higher reliance on judgment vs. formulaic pay-for-performance .
- Equity usage: Awards are service-based (20% annually over five years) with clear vesting dates, supporting retention but offering limited direct linkage to financial KPIs (no PSU/TSR metrics disclosed) .
- Change-in-control economics: Double-trigger severance of 1x salary+highest target bonus and equity acceleration create potential retention through transaction but add cost in M&A scenarios .
Equity Ownership & Trading Pressure Signals
- Ownership is sub-1% and diversified across 401(k), ESOP, RS, and options; predictable annual vesting events around May 16 and June 28 may create incremental selling pressure windows absent explicit holding requirements .
- Outstanding options feature long-dated expirations (2032–2033) at exercise prices $8.13 and $6.48, setting rational exercise thresholds and potential exercise-related trading activity as in-the-money levels are sustained .
Investment Implications
- Alignment: Predominantly discretionary cash bonuses and time-based equity vesting provide retention but limited pay-for-performance rigor; monitor disclosure evolution for introduction of quantitative metrics (e.g., net income growth targets, asset quality KPIs, TSR/PSUs) .
- Retention risk: Auto-renewing change-in-control agreement with double-trigger severance (1x salary+highest target bonus) plus equity acceleration reduces departure risk during strategic events; gross-up feature is a negative governance signal to note .
- Trading signals: Annual RS vesting at mid-May and late-June and option overhang could create recurring liquidity events; track Forms 4 around those dates for potential insider selling pressure .
- Governance: Independent Compensation Committee and absence of large related-party transactions are positives; minor late Section 16 report in FY2024 is a watch item but not a thesis driver .