Thomas Grimm
About Thomas Grimm
Thomas Grimm is an independent director of Marathon Bancorp, Inc. (Marathon Bank’s holding company), serving on the Marathon Bank board since 2019 and on the Marathon Bancorp, Inc. board since its inception in 2020. He is a Certified Public Accountant, retired partner at CliftonLarsonAllen LLP, and previously a partner at Schenck SC from 2011–2019; he is recognized by the board as an “audit committee financial expert.” Age 68 (as of June 30, 2025). Each director other than the CEO is deemed independent under Nasdaq standards, which includes Mr. Grimm .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| CliftonLarsonAllen LLP | Partner (retired prior to joining board) | Not disclosed (retired prior to 2019) | Public accounting expertise; supports financial reporting oversight . |
| Schenck SC (acquired by CLA) | Partner | 2011–2019 | Federal and state income tax expertise; foundation for audit committee financial expert designation . |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Woodson YMCA (Wausau) | Past President, Board of Directors | Not disclosed | Community leadership; non-profit board experience . |
| Entrepreneurial & Education Center | Director | Not disclosed | Community/entrepreneurial ecosystem engagement . |
| Professional Associations | Member (WICPA, AICPA) | Not disclosed | CPA credentials; technical finance and tax expertise . |
Board Governance
- Independence and engagement: The board determined all directors except the CEO are independent; no director attended fewer than 75% of board and committee meetings in FY2025. The board held 11 meetings in FY2025; committees met as listed below. Independent directors hold executive sessions at least twice per year .
- Leadership and risk oversight: Independent Chair (Amy Zientara) and committee-centric risk oversight structure. Independent committee chairs report to the full board; Marathon Bank board has additional risk committees aligned to lending, ALM, and investments .
| Committee | Members | Chair | FY2025 Meetings | Notes |
|---|---|---|---|---|
| Audit Committee | Grimm, Werth, Wimmer, Zientara | Amy Zientara | 11 | Grimm designated “audit committee financial expert” under SEC rules . |
| Compensation Committee | Grimm, Werth, Wimmer, Zientara | Amy Zientara | 4 | All independent; no members are current or former officers; no compensation consultant used in FY2025 . |
| Nominating & Corporate Governance Committee | Grimm, Werth, Wimmer, Zientara | Ann M. Werth | 1 | Separate standing committee formed post-conversion; independent membership . |
Attendance at annual meeting: Five directors attended the 2024 annual meeting (full board) .
Fixed Compensation
Director compensation is primarily a fixed cash retainer; there are no meeting fees or additional committee fees. Directors are eligible for the 2022 Equity Incentive Plan, but no new equity grants were reported in FY2025 for directors.
| Fiscal Year | Fees Earned or Paid in Cash ($) | Stock Awards ($) | Option Awards ($) | All Other Compensation ($) | Total ($) |
|---|---|---|---|---|---|
| 2025 | 24,100 | — | — | — | 24,100 |
| 2024 | 24,100 | — | — | — | 24,100 |
Additional details:
- Director fee structure: $2,000 per month; $100 bonus paid in fiscal year; no additional fees for committee meetings .
- Directors also serve on both Marathon Bank and Marathon Bancorp, Inc. boards but receive the single monthly fee .
Performance Compensation
No performance-based pay is disclosed for directors; there are no director bonuses, meeting fees, or performance-vested equity. Director equity from the 2022 plan vests time-based (20% per year over five years) and accelerates upon death, disability, or involuntary termination on or following a change in control.
| Performance Metric | Applied to Director Pay | Notes |
|---|---|---|
| Cash bonus | None disclosed | Director compensation shows only fixed fees; no bonuses for directors . |
| Performance-vested equity (PSUs/options) | None disclosed | 2022 Equity Incentive Plan awards to directors are time-vested (no performance metrics) . |
| Meeting/committee fees | None | No additional committee meeting fees . |
Other Directorships & Interlocks
| Category | Disclosure |
|---|---|
| Current public company boards | None disclosed in the proxy biography . |
| Private/non-profit boards | Woodson YMCA (Past President); Entrepreneurial & Education Center (Director) . |
| Interlocks with competitors/suppliers/customers | None disclosed . |
Expertise & Qualifications
- CPA with deep federal and state income tax expertise; member of WICPA and AICPA .
- Board-designated “audit committee financial expert,” enhancing oversight of financial reporting and disclosures .
- Community leadership roles support stakeholder engagement in MBBC’s local markets .
Equity Ownership
Beneficial ownership (as of the 2025 record date) and composition:
| As-of Date | Total Beneficial Ownership (Shares) | % of Outstanding | Noted Components |
|---|---|---|---|
| Sept 27, 2024 | 11,651 | <1% | 7,500 held by trust; 1,311 unvested RS; 1,966 options exercisable within 60 days . |
| Sept 30, 2025 | 24,992 | <1% | 17,796 held by trust; 1,200 unvested RS; 4,198 options exercisable within 60 days . |
Outstanding director awards (as of June 30):
- For each non-employee director other than Director Werth: 7,498 stock options and 1,199 restricted shares outstanding at June 30, 2025; amounts reflect the 1.3728 exchange ratio applied in the conversion offering .
- Prior year reference: 5,462 options and 1,311 restricted shares at June 30, 2024 for each non-employee director other than Director Werth .
Risk controls and alignment:
- Anti-hedging and anti-pledging policy applies to directors; no exceptions approved; directors are generally prohibited from pledging MBBC stock .
- The proxy states no director or executive officer has pledged MBBC stock as collateral .
- Section 16(a) compliance: no late filings reported for FY2025 (all timely) .
Governance Assessment
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Strengths
- Independent director with CPA credentials and designated audit committee financial expert status; sits on all three key committees (Audit, Compensation, Nominating & Governance), supporting board effectiveness in oversight and controls .
- Independent board leadership (separate Chair/CEO), regular executive sessions, and active committee oversight of risk and financial reporting .
- Clean related-party profile: no related-party transactions >$120,000; no outstanding loans to directors at FY2025; formal related-person transaction approval procedures in place .
- Alignment/risk policies: explicit anti-hedging/anti-pledging policy; no pledging by insiders disclosed .
- Engagement: no director under 75% attendance threshold; full board attendance at the 2024 annual meeting .
-
Watch items
- Equity vesting accelerates on change-in-control or certain terminations; while common, this can be investor-sensitive regarding perceived entrenchment or windfalls if awards are substantial (director awards are modest) .
- Broader compensation environment: executive agreements include COBRA reimbursement with tax gross-up upon qualifying terminations/change-in-control; while not specific to directors, this is a shareholder-skeptical feature overseen by the Compensation Committee on which Mr. Grimm serves .
No RED FLAGS identified for director-specific conflicts, hedging/pledging, attendance, or related-party exposure based on current disclosures .