James C. Conley
About James C. Conley
James C. Conley is Vice President – Retail Banking at Monroe Federal Bancorp’s subsidiary, Monroe Federal Savings and Loan Association, a role he has held since 2018. He previously served as a Branch Manager at PNC Bank in the greater Dayton, Ohio area from 2006 to 2018, and is a graduate of Ball State University. Age: 54 . Company performance context during the most recent fiscal year: MFBI reported a net loss of $326,640 in FY 2025, net interest margin of 2.60%, and total assets of $144.3 million . As of October 30, 2025, MFBI’s closing price was $11.60 per share; 526,438 shares were outstanding as of October 31, 2025 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Monroe Federal Savings and Loan Association | Vice President – Retail Banking | 2018–Present | Retail banking leadership for MFBI’s subsidiary |
| PNC Bank (Greater Dayton, OH) | Branch Manager | 2006–2018 | Local branch management and customer growth |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| None disclosed | — | — | No public company or nonprofit directorships disclosed for Conley |
Performance Compensation
MFBI is seeking shareholder approval of the Monroe Federal Bancorp, Inc. 2025 Equity Incentive Plan (effective upon approval on December 17, 2025), under which employees (including executive officers) will be eligible for equity awards (restricted stock, RSUs, NQSOs, ISOs), with performance goals at the Committee’s discretion. No awards have been made under the plan yet; initial awards to non-employee directors will self-execute after approval. The plan embeds pay-for-performance features (minimum one-year vesting, performance measures, double-trigger change-in-control, clawbacks, anti-hedging/pledging), and prohibits option repricing and dividends before vesting on RS/RSUs .
| Plan Feature | Design | Key Terms | Citations |
|---|---|---|---|
| Eligibility | Employees and non-employee directors | ~25 employees and 6 non-employee directors eligible as of Oct 31, 2025 | |
| Award Types | Restricted stock, RSUs, NQSOs, ISOs | Performance-based vesting permitted | |
| Vesting | Minimum 1-year vesting | Up to 5% of awards may be exempt; acceleration for death/disability or involuntary termination with CoC | |
| Change-in-Control | Double trigger | Requires CoC plus involuntary termination or resignation for good reason (unless awards not assumed) | |
| Performance Awards | Measures set by Committee | Objectives can be company-wide, unit-level, peer/index-relative; may adjust for extraordinary items | |
| Clawbacks | Dodd-Frank §954 and company policy | Awards subject to clawback; insider trading and hedging/pledging restrictions apply | |
| Options | No below-market grants; no repricing | Automatic ITM option exercise at expiry permitted under procedures; no cash buyouts of underwater options | |
| Dividends | RS/RSU dividends deferred | No dividends on RSUs before vesting; dividend equivalents paid at settlement if granted | |
| Share Reserve | Total 68,436 shares | 15,793 for RS/RSUs (≈3%), 52,643 for options (≈10%) |
Current stock price reference: $11.60 (OTCQB, Oct 30, 2025). Plan adopted more than one year after conversion but maintains prospectus-indicated reserve sizing .
Equity Ownership & Alignment
| Data Point | Value | Notes |
|---|---|---|
| Total beneficial ownership (shares) | 1,624 | Includes 1,000 shares in an IRA and 124 shares via ESOP |
| Ownership as % of shares outstanding | <1% | Proxy indicates “* Less than 1%.” Shares outstanding: 526,438 |
| Vested vs unvested | Not disclosed | No individual award schedules disclosed for Conley; no plan grants yet |
| Options (exercisable/unexercisable) | Not disclosed | No option holdings disclosed for Conley |
| Pledging | None | “None of the named individuals has pledged his or her shares.” Company also restricts hedging/pledging |
| Ownership guidelines | Not disclosed | No executive ownership guideline disclosure |
Employment Terms
| Provision | Status | Notes |
|---|---|---|
| Employment agreement | Not disclosed for Conley | CEO Renollet has a 3-year rolling employment agreement; no such disclosure for Conley |
| Severance & CoC economics | Plan-level only | Equity awards require double-trigger for acceleration; no cash severance terms disclosed for Conley |
| Non-compete / non-solicit | May be embedded in awards | Committee may include non-compete, non-solicit, confidentiality in award terms |
| Clawback | Yes (policy) | Awards subject to company clawback and Dodd-Frank §954 |
| Hedging / pledging | Prohibited | Corporate anti-hedging policy and plan hedging/pledging restrictions apply |
Company Performance Context (FY 2024 → FY 2025)
| Metric | FY 2024 | FY 2025 |
|---|---|---|
| Total interest income ($) | $5,692,352 | $5,901,415 |
| Net interest income ($) | $3,717,370 | $3,672,628 |
| Net (loss) income ($) | $59,769 | $(326,640) |
| Net interest margin (%) | 2.54% | 2.60% |
| Total assets ($000) | $155,337 | $144,329 |
| Total deposits ($000) | $142,092 | $120,664 |
Fixed Compensation
- Not disclosed: Conley is not a “named executive officer” (NEO) in the proxy’s executive compensation tables; base salary, target bonus, and paid bonus are not provided for Conley .
Compensation Structure Analysis
- Equity plan introduces time- and performance-based awards, increasing at-risk pay potential linked to measurable goals; minimum 1-year vesting plus double-trigger CoC reduces windfall risk .
- Prohibitions (no repricing, deferred dividends on RS/RSUs) and clawback/anti-hedging policies improve alignment and discipline .
Risk Indicators & Red Flags
- Hedging/pledging of company stock prohibited; proxy explicitly notes no pledging among named individuals, mitigating misalignment concerns .
- Option repricing prohibited; liberal share recycling disallowed; governance safeguards embedded in the plan .
- No disclosed severance cash multiples or tax gross-ups for Conley; limited transparency due to non-NEO status .
Compensation Peer Group, Say-on-Pay, Shareholder Feedback
- Compensation peer group, target percentile, and say-on-pay results are not disclosed in the proxy; 2025 meeting includes an equity plan approval item, not say-on-pay .
Expertise & Qualifications
- Education: Ball State University graduate .
- Retail banking leadership experience since 2018; prior 12-year branch management at PNC Bank in Dayton, OH .
Work History & Career Trajectory
- Monroe Federal: Vice President – Retail Banking (2018–Present) .
- PNC Bank: Branch Manager (2006–2018), greater Dayton area .
Investment Implications
- Alignment: Conley’s current equity stake is small (<1%), but shares are unpledged and covered by anti-hedging policies; upcoming equity plan could materially increase equity-based incentives with performance linkages, improving alignment and retention .
- Retention: Tenure since 2018 suggests stability; performance awards with one-year minimum vesting and double-trigger CoC provide retention hooks without excessive golden parachutes .
- Trading signals: Monitor initial grants under the 2025 Equity Plan post-approval (Dec 17, 2025), award mix (RSUs vs options), and performance criteria; track Form 4 filings for any insider buying/selling by Conley to gauge pressure or confidence .
- Execution risk: Company recorded a net loss in FY 2025 and deposit contraction, heightening the importance of performance-conditioned equity to drive improvements in core banking metrics; any shift toward discretionary bonuses absent targets would be a red flag—none disclosed for Conley .