Andrew L. Davidson
About Andrew L. Davidson
Andrew L. Davidson, OD, is an independent, non‑employee director and current Chairman of the Board of Monroe Federal Bancorp, Inc. (MFBI). He is a retired optometrist and former owner of Tipp Eye Center, Inc. Age 71; director since 1995 (tenure includes service at Monroe Federal Savings & Loan Association prior to the holding company’s IPO) . The Board maintains separate Chair and CEO roles; Davidson serves as independent Chair while Lewis R. Renollet is President & CEO .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Tipp Eye Center, Inc. | Owner (Optometrist) | Former (now retired) | Provides business expertise and community network to MFBI board |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| None disclosed in DEF 14A | — | — | No other public company directorships noted in Davidson’s biography section |
Board Governance
- Structure and independence
- Board separates Chair and CEO roles; Davidson is independent Chair; CEO Renollet is not independent .
- All standing committees (Audit, Compensation, Nominating) are composed solely of independent directors .
- Committee assignments (FY2025)
- Audit Committee: Member (committee met 4 times)
- Compensation Committee: Member (committee met 1 time)
- Nominating Committee: Not a member (no meetings in FY2025)
- Attendance and engagement
- Company Board held 3 meetings; Bank Board held 12 meetings; no director attended fewer than 75% of aggregate Board and committee meetings .
- Audit oversight
- Audit Committee recommended inclusion of FY2025 audited financials in Form 10‑K and appointed Wipfli LLP for FY2026 (subject to ratification) .
- Audit Committee “financial expert” is Jonathan J. Steinke, CPA (not Davidson) .
Fixed Compensation
| Component | Amount/Terms | FY Reference |
|---|---|---|
| Monthly cash retainer (non‑employee directors) | $1,500 per month | FY2025 |
| Monthly cash retainer – Chairman of the Board | $2,000 per month (Chair premium) | FY2025 |
| Committee meeting fees | $200 per committee meeting attended | FY2025 |
| Total cash fees – Andrew L. Davidson | $26,200 | FY2025 |
| Deferred Compensation Plan participation | Available; not used by Davidson in FY2025 (others did) | FY2025 |
| Director Retirement Plan | Pays 1/2 of regular monthly director fee for 10 years at retirement; vesting 50% after 6 yrs, 75% after 9 yrs, 100% after 12 yrs; 100% vesting and lump-sum payout upon change in control | Plan terms |
Performance Compensation
If stockholders approve the 2025 Equity Incentive Plan (vote scheduled Dec 17, 2025), initial one‑time, self‑executing awards to each non‑employee director (including Davidson) will be:
| Award | Davidson Grant | Valuation/Strike | Vesting/Term | Key Terms |
|---|---|---|---|---|
| Restricted Stock | 789 shares | $9,152 total, based on $11.60 per share FMV as of Oct 30, 2025 (actual value on grant date may differ) | Vests in equal annual installments over 5 years; dividends held and paid upon vesting | Subject to clawback and anti‑hedging/pledging policies; minimum 1‑year vesting (95%+ of awards), no liberal CIC; double‑trigger CIC vesting; no early dividend payments on unvested awards |
| Stock Options | 2,632 options | Exercise price = closing price on OTCQB on grant date | 10‑year term | No repricing or cash buyouts of underwater options without stockholder approval; no dividend equivalents on options; double‑trigger CIC vesting; clawback applies |
Plan design safeguards and limits
- Non‑employee director individual limit: ≤5% of aggregate plan shares; all non‑employee directors as a group: ≤30% of plan shares .
- Best‑practice features: minimum vesting, no option repricing, double‑trigger CIC, clawback under Dodd‑Frank Section 954, no dividends on unvested awards, no liberal share recycling .
Other Directorships & Interlocks
| Category | Details |
|---|---|
| Current public company boards | None disclosed in Davidson’s biography section |
| Private/non‑profit boards | Not disclosed |
| Interlocks (competitors/suppliers/customers) | Not disclosed |
Expertise & Qualifications
- Retired optometrist and former small‑business owner; provides institutional knowledge, business expertise, and community networks to the Board .
- Independent Chair overseeing separation of Chair/CEO roles and risk oversight frameworks; all key committees populated by independent directors .
- Serves on Audit and Compensation Committees; Audit’s designated financial expert is Steinke, CPA, providing audit depth on the committee .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | Notes |
|---|---|---|---|
| Andrew L. Davidson | 20,000 | 3.80% | Includes 5,000 shares held by spouse; none of the named individuals (incl. Davidson) have pledged shares; 526,438 shares outstanding as of Oct 31, 2025 |
Related‑Party Exposure and Insider Compliance
- Insider loans: As a regulated thrift, the bank may extend loans to executive officers/directors under federal banking rules; any such loans outstanding at Mar 31, 2025 were made in ordinary course, on substantially the same terms as comparable loans to non‑related parties (aside from a standard 1% employee consumer‑loan discount), involved no abnormal risk, and complied with regulations .
- Section 16(a) compliance: The company believes all directors and officers were current on required ownership filings for FY2025 .
- Anti‑hedging: Policy prohibits directors, officers, employees, and related persons from hedging company stock .
- Equity plan subject to hedging/pledging restrictions and clawback .
Governance Assessment
- Alignment positives
- Independent Chair with clear separation from CEO enhances oversight; all standing committees are independent .
- Meaningful ownership (3.80%) with no pledging disclosed improves alignment; anti‑hedging policy further strengthens alignment .
- Proposed equity plan embeds investor‑friendly features (double‑trigger CIC, no repricing, minimum vesting, clawback), and director grants will be time‑vested over 5 years if approved, promoting longer‑term focus .
- Oversight and engagement
- Davidson serves on Audit and Compensation; the committee matrix and meeting cadence indicate active oversight (Audit met 4x; Compensation 1x in FY2025). The company reports no director fell below the 75% attendance threshold across Board and committee meetings .
- Potential watch items
- Long tenure (director since 1995) can raise independence‑perception questions for some investors, though the Board affirms independence under adopted Nasdaq standards .
- Director Retirement Plan vests 100% and pays out on change in control; while common for community banks, some investors view such director benefits as less performance‑linked relative to equity .
- Classified board structure (three classes, staggered terms) may reduce annual accountability relative to declassified boards, depending on investor preferences .
Net take: Davidson is an independent Chair with long institutional knowledge, material share ownership, and roles on key committees. Policy architecture (anti‑hedging, clawback, double‑trigger CIC, no option repricing) and independent committee composition are positives. Investors may monitor tenure optics, the director retirement benefit’s CIC acceleration, and the classified board structure for alignment with best practices .