Douglas E. Thompson
About Douglas E. Thompson
Douglas E. Thompson is Vice President – Commercial Lending at Monroe Federal Bancorp, Inc. (MFBI) and also serves as the Security Officer. He has held the VP – Commercial Lending role since 2019, following prior service as Vice President – Commercial Banking at Mutual Federal in Troy, Ohio (2015–2019). Thompson holds a bachelor’s degree from The Ohio State University and an MBA from Franklin University; his age was 53 as of March 31, 2025 . The proxy does not disclose executive-specific TSR, revenue growth, or EBITDA growth targets or outcomes tied to Thompson’s compensation for FY2024–FY2025 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Mutual Federal (Troy, Ohio) | Vice President – Commercial Banking | 2015–2019 | Commercial lending leadership; transitioned to Monroe Federal in 2019 |
External Roles
None disclosed for Thompson in the latest proxy .
Fixed Compensation
| Metric | FY 2024 | FY 2025 |
|---|---|---|
| Salary ($) | 148,706 | 154,763 |
| Bonus ($) | — | — |
| All Other Compensation ($) | 11,726 | 14,777 |
| Total ($) | 160,432 | 169,540 |
All Other Compensation (FY 2025 detail):
| Component | Amount ($) |
|---|---|
| Profit Sharing Plan and Employer Matching Contribution | 12,381 |
| ESOP Allocation | 2,396 |
| Director Fees | — |
| Total | 14,777 |
Notes: The “Bonus ($)” column represents a discretionary Christmas bonus construct used by the company; Thompson did not receive a bonus in FY2024 or FY2025 .
Performance Compensation
- No equity awards were outstanding for any named executive officers, including Thompson, as of March 31, 2025; the company did not grant stock options to executive officers during FY2025 .
- The 2025 Equity Incentive Plan (effective upon stockholder approval on December 17, 2025) enables future equity awards with performance goals set by the Compensation Committee, minimum 1-year vesting (with limited exceptions), prohibition on below-market option grants, repricing, and dividend payments prior to vesting; double-trigger vesting upon change-in-control plus qualifying termination is required unless awards are not assumed by an acquiror .
Illustrative incentive framework (company-level design, not specific awards to Thompson in FY2025):
| Incentive Type | Metric | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|---|
| Equity-based awards under 2025 Plan (future) | Committee-set performance goals | Not disclosed | Not disclosed | Not disclosed | Not disclosed | Minimum 1-year; double-trigger on CIC + termination |
Equity Ownership & Alignment
| Metric (as of Oct 31, 2025) | Value |
|---|---|
| Shares beneficially owned | 4,083 |
| Ownership % of shares outstanding (526,438) | <1% (“*” less than 1%) |
| Breakdown | 3,900 shares in IRA; 183 shares via ESOP |
| Pledging/Hedging | None of the named individuals pledged shares; company prohibits hedging by directors/officers/employees |
| Outstanding equity awards | None as of March 31, 2025 |
| Stock ownership guidelines | Not disclosed for executives in proxy |
Employment Terms
| Agreement/Policy | Term | Economics | Triggers/Definitions | Other Provisions |
|---|---|---|---|---|
| Change-in-Control Agreements (Thompson and certain officers) | Initial term Oct 23, 2024–Dec 31, 2024; renewed to one year on Jan 1, 2025; auto-renews for one year if a change in control occurs during the term; annual board review to extend | Severance equal to 1x the sum of base salary (higher of termination date or immediately before CIC) + highest annual cash bonus in the past three calendar years; 12 months of non-taxable medical/dental coverage at no cost; potential 280G cutback | Payable on involuntary termination (other than for cause) or resignation for “good reason” during the agreement term; “good reason” as defined in the agreement | Company maintains anti-hedging policy; awards under the equity plan subject to clawback and hedging/pledging restrictions |
| Equity Plan Clawback & Trading Restrictions | N/A | Awards subject to Company clawback policy and Dodd-Frank Section 954; insider trading restrictions; hedging/pledging restrictions apply | N/A | N/A |
| “Good Reason” (Plan definition) | N/A | N/A | Material base salary reduction; material diminution in authority/duties; relocation >30 miles; cure periods apply (note: CIA references “good reason” as defined in the agreement; plan provides general definition for awards) | N/A |
CEO (Renollet) has a separate employment agreement with non-compete and non-solicit provisions; Thompson’s proxy disclosures focus on change-in-control agreements rather than a standalone employment agreement .
Governance, Plans, and Related Party Items
- Anti-hedging policy prohibits directors, officers, employees, and related persons from hedging company stock via derivative securities .
- Deferred compensation plan exists but none of the named executive officers participate; directors may defer fees and plan includes a rabbi trust enabling investment in MFBI stock .
- Transactions with related persons: employee loan programs consistent with banking regulations and ordinary terms; all such loans outstanding at March 31, 2025 were ordinary course and performing; individual executive loan details are not specified .
- Audit Committee: listed members and auditor appointment for FY2026; not directly tied to Thompson’s compensation .
Investment Implications
- Alignment: Thompson’s pay mix is predominantly fixed cash (salary) with retirement-related contributions; absence of FY2025 equity awards suggests lower short-term dilution and limited forced selling pressure from vesting events. The newly approved equity plan adds performance-goal capability, double-trigger vesting on CIC, and clawbacks—positive for future alignment, though executive-specific grants are not yet disclosed .
- Retention & Protection: Thompson’s change-in-control agreement provides 1x salary+highest bonus plus 12 months of benefits upon qualifying termination during the agreement term, with automatic term renewal upon CIC—moderate protection and retention incentive without aggressive multiples; potential 280G cutbacks mitigate parachute risk .
- Trading signals: No current equity overhang from outstanding awards for Thompson; anti-hedging and no pledging reduce adverse alignment risks. Monitor post–Dec 17, 2025 equity plan implementation for first wave of employee grants that could introduce future vesting calendars and potential selling windows .
- Execution risk: Thompson’s role centers on commercial lending and security oversight, but the proxy provides no performance-tied outcomes or targets for him; incremental evaluation should track credit quality and loan growth disclosures in future filings to assess value creation in his remit .