Jonathan J. Steinke
About Jonathan J. Steinke
Jonathan J. Steinke, CPA, is an independent director of Monroe Federal Bancorp, Inc. (MFBI). He is a shareholder and partner at Brixey & Meyer, Inc., specializing in strategic planning, tax, M&A, and entity structuring. Age 41; director since 2021. The Board has designated him an “audit committee financial expert.”
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Brixey & Meyer, Inc. | Shareholder and Partner | Not disclosed | Provides MFBI Board with extensive financial and audit expertise |
Board Governance
- Independence: The Board applies Nasdaq independence standards; all directors are independent except the CEO, indicating Steinke is independent. The Board separates Chair and CEO roles (Chair: Andrew L. Davidson).
- Committee assignments: Steinke serves on the Audit and Compensation Committees. The Board determined he is an “audit committee financial expert.”
- Attendance: In FY2025, MFBI’s holding company Board met 3 times and the bank Board met 12 times; no director attended fewer than 75% of the aggregate Board and committee meetings.
- Anti-hedging/insider trading: The company prohibits hedging transactions in company stock and maintains an insider trading policy.
| Committee | Member? | FY2025 Meetings | Notes |
|---|---|---|---|
| Audit | Yes | 4 | Steinke designated “audit committee financial expert” |
| Compensation | Yes | 1 | Reviews exec comp, long-term plans |
| Nominating | No | — | Governance, director nominations |
Fixed Compensation
| Component | FY2025 Amount | Details |
|---|---|---|
| Fees earned or paid in cash | $19,400 | Director total for FY ended 3/31/2025 |
| Monthly Board retainer | $1,500/month | $2,000/month for Chairman (not Steinke) |
| Committee meeting fee | $200/meeting | Per committee meeting attended |
| Deferred comp participation | Not indicated | Only Daniels and Hibner deferred in FY2025 |
| Director Retirement Plan | Eligible; vests 50% at 6 yrs, 75% at 9 yrs, 100% at 12 yrs; 10-year payout; 100% vesting and lump-sum payout on change in control | Plan applies to directors; benefits timing rules as disclosed |
Performance Compensation
MFBI seeks shareholder approval of the 2025 Equity Incentive Plan (effective upon approval on 12/17/2025). Initial non-employee director awards will self-execute the day after approval; no awards had been made at the time of the proxy.
| Instrument | Grant Timing | Award Size | Valuation/Terms | Vesting/Change-in-Control |
|---|---|---|---|---|
| Restricted Stock | Day after shareholder approval (target 12/17/2025) | 789 shares to Steinke | $9,152 value based on $11.60/sh (10/30/2025 FMV) | Minimum 1-year vesting; acceleration permitted on change in control; death/disability exceptions |
| Stock Options | Day after shareholder approval (target 12/17/2025) | 2,632 options to Steinke | Value depends on exercise price at exercise; plan terms govern | Minimum 1-year vesting; potential acceleration on change in control |
Notes: The plan caps non-employee director awards at 5% of shares available per director and 30% in aggregate for all non-employee directors over the life of the plan.
Other Directorships & Interlocks
- The proxy does not disclose other public company directorships for Steinke, and no interlocks are identified.
Expertise & Qualifications
- CPA; designated Audit Committee Financial Expert.
- Deep experience in finance, tax, M&A, entity structuring; strategic planning.
Equity Ownership
As of October 31, 2025, with 526,438 shares outstanding.
| Holder | Shares Beneficially Owned | % of Outstanding | Pledged? |
|---|---|---|---|
| Jonathan J. Steinke | 15,000 | 2.85% | None; the proxy states none of the named individuals pledged shares |
Insider Trades
| Period Reviewed | Filings Found | Notes |
|---|---|---|
| 2024-01-01 to 2025-12-31 | 0 | No Form 4 transactions found for “Steinke” at MFBI using insider-trades skill (Form 4 data). |
Related-Party and Conflict Review
- Related-party transactions: The proxy discusses director/officer loans under banking exemptions; any outstanding loans at 3/31/2025 were ordinary course, on substantially the same terms (plus standard employee discount for consumer loans) and performing. No Item 404 related-person transactions are disclosed for directors.
- Independence determination considered any transactions not requiring Item 404 disclosure; Steinke deemed independent.
- Anti-hedging policy applies to directors and related persons.
- Pledging: None of the named individuals’ shares are pledged.
Governance Assessment
-
Positives
- Independent director with CPA credentials and designated Audit Committee Financial Expert—enhances financial oversight.
- Strong engagement signals: no director fell below 75% attendance; Audit met 4x; Compensation met 1x in FY2025.
- Ownership alignment: 15,000 shares (2.85%) with no pledging; anti-hedging policy in place.
- Board structure separates Chair and CEO; all standing committees fully independent.
-
Watch items
- External affiliation: As a partner at Brixey & Meyer (consulting/accounting), monitor for any engagements between MFBI and his firm; the proxy does not disclose any Item 404 transactions, but future engagements should be scrutinized.
- Director equity plan: Self-executing grants to non-employee directors (restricted stock and options) will increase equity-based compensation; limits are aligned with conversion plan best practices, but investors should monitor grant sizing and dilution over time.
-
Overall view
- Steinke brings relevant accounting and M&A expertise, is independent with clean related-party posture, and shows ownership alignment. The pending introduction of director equity under the 2025 plan should further align incentives, subject to adherence to plan limits and minimum vesting.