Nora Spatz
About Nora Spatz
Executive Vice President and Chief Administrative Officer (EVP & CAO) of Marathon Bancorp, Inc. (MBBC) and Marathon Bank; over 35 years of banking experience and with the Bank since 1986, serving in compliance and administration roles; age 67 as of June 30, 2024 . Her compensation and equity incentives are primarily time-based under the 2022 Equity Incentive Plan (5-year ratable vesting), with discretionary cash bonuses; change-in-control protection features a double-trigger severance of 1× salary+highest target bonus and 12 months COBRA reimbursement with tax gross-up . Company performance context (see table below) shows volatile net income through FY 2023–FY 2025 and improving ROE from FY 2024 to FY 2025, relevant for pay-for-performance alignment .
| Metric | FY 2023 | FY 2024 | FY 2025 |
|---|---|---|---|
| Revenues ($USD) | 1,040,281* | 726,024* | 748,920* |
| Net Income - (IS) ($USD) | 1,672,070 | -186,994 | 42,445 |
| Return On Equity % | 5.3502 | -0.5976* | 0.1102 |
| Return on Assets | 0.7281 | -0.0816* | 0.0185 |
Values with asterisks (*) retrieved from S&P Global.
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Marathon Bank | Various management positions (compliance and administration) | Since 1986 | Institutional knowledge; oversight of compliance and administrative functions supporting risk and operations |
External Roles
- No external directorships or roles disclosed in MBBC filings for Nora Spatz. (Skip)
Fixed Compensation
| Metric | FY 2020 | FY 2021 | FY 2022 |
|---|---|---|---|
| Base Salary ($) | 115,000 | 119,600 | 125,000 |
| All Other Compensation ($) | 14,857 | 15,416 | 11,959 |
Notes:
- “All Other Compensation” includes 401(k) contributions and ESOP allocations (see footnotes in cited proxy tables) .
Performance Compensation
| Metric | FY 2020 | FY 2021 | FY 2022 |
|---|---|---|---|
| Bonus ($) | 20,000 | 25,000 (discretionary) | 25,000 (discretionary) |
| Stock Awards ($) | — | — | 48,769 (RS) |
| Option Awards ($) | — | — | 14,552 |
Performance plan details (design/vesting):
- Short-term bonus: Board-assessed objectives; strict numerical formulas not used (CEO described; Spatz’s bonuses noted as discretionary) .
- 2022 Equity Incentive Plan awards: vest 20% annually over 5 years beginning June 28, 2023; options exercise price $11.16, expiration 6/28/2032 .
- Awards are time-based (RS and options) rather than PSU metric-based; SEC reporting reflects full grant-date fair value (ASC 718) .
| Incentive Element | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|
| Short-term cash bonus | Discretionary | Not disclosed | Not disclosed | $25,000 (FY2021), $25,000 (FY2022) | N/A |
| RS (Restricted Stock) – 2022 grant | Time-based | N/A | N/A | $48,769 grant-date fair value | 20% annually, start 6/28/2023 |
| Stock Options – 2022 grant | Time-based | N/A | N/A | $14,552 grant-date fair value | 20% annually, start 6/28/2023; $11.16 strike; exp. 6/28/2032 |
Equity Ownership & Alignment
Total beneficial ownership (trend):
| As-of Date | Shares Beneficially Owned | % Outstanding | Source |
|---|---|---|---|
| 9/30/2021 | 21,400 | <1% | |
| 9/29/2022 | 26,508 | 1.2% | |
| 9/27/2024 | 35,505 | 1.7% |
Ownership breakdown (examples from proxies):
- 2022 detail: 12,958 shares held in Marathon Bank’s 401(k); 1,000 by spouse; 400 as custodian; 280 ESOP; 4,370 unvested RS; options awarded (4,370 unexercisable at $11.16, exp. 6/28/2032) .
- 2024 detail: 18,413 shares in 401(k); 1,000 by spouse; 800 in a trust; 400 as custodian; 687 ESOP; 3,022 unvested RS; 2,448 shares acquirable via options within 60 days (partially exercisable) .
Pledging/hedging:
- Anti-hedging/anti-pledging policy prohibits short sales, derivative hedges, and pledging/margin accounts for directors and executive officers; no exceptions approved .
- Proxies state no director or executive officer has pledged MBBC stock as collateral at relevant record dates .
Vesting schedule & potential selling pressure:
- RS/Option awards vest ratably 20% per year starting June 28, 2023; creates annual vesting events through 2027, typical windows for potential liquidity needs subject to blackout rules .
Insider trading plans/activity:
- Company disclosure: During the fourth fiscal quarter of 2024, none of the directors or officers adopted or terminated Rule 10b5-1 plans or non-Rule 10b5-1 arrangements .
- Rule 10b5-1 plans require pre-clearance and cooling-off periods; quarterly blackout periods apply (compliance constraints reduce opportunistic trading risk) .
Employment Terms
Change-in-control agreement (Spatz; EX-10.2):
- Term: Initial through 12/31/2021 with automatic annual renewals; extended to expire ≥1 year beyond any qualifying change-in-control .
- Double-trigger severance: Upon involuntary termination without cause or resignation for good reason on/after a qualifying change-in-control, cash severance equals 1× (base salary at termination or pre-CIC, if higher) + highest target bonus in last three performance periods; lump sum within 30 days; plus 12 months COBRA premium reimbursement with tax gross-up if coverage elected .
- Non-compete/non-solicit covenants apply during restricted period (post-termination covenants detailed in agreement) .
- CIC definition aligned to Treasury Reg. 1.409A-3(i)(5); mutual holding company conversion/reorganization not treated as CIC .
- Administrative terms for notices and execution included (Bank Chair and Spatz sign) .
Investment Implications
- Alignment: Rising personal ownership (from ~21.4K in 2021 to ~35.5K in 2024) and time-based vesting through 2027 suggest continued retention incentives; anti-hedging/anti-pledging policy and absence of pledged shares reduce alignment red flags .
- Pay-for-performance: NEO disclosures show discretionary bonuses and largely time-based equity awards; limited explicit performance metric linkage (no PSU/TSR targets disclosed). With net income volatility and ROE recovery in FY 2025, investors should weigh incentive rigor vs. stability of operations .
- Retention risk: Annual CIC auto-renewals and double-trigger 1× severance indicate market-standard protection without excessive parachute inflation; five-year vesting cadence anchors retention over medium term .
- Trading signals: Annual vesting on/around June 28 may create periodic liquidity windows; quarterly blackout periods and pre-clearance rules restrict opportunistic sales; monitor Form 4s around vesting dates and post-blackout windows for selling pressure .