Julie M. Broerman Daniels
About Julie M. Broerman Daniels
Julie M. Broerman Daniels is an owner and the President and Chief Executive Officer of Ed Broerman Heating and Cooling, Inc. d/b/a Ed’s Heating Cooling Plumbing Electric; she holds a Bachelor of Science in Marketing from the University of Dayton and brings management and marketing experience to the board . Age 63 and a Monroe Federal Bancorp director since 2012, she has been nominated for a new term expiring in 2028 . The Company applies Nasdaq independence standards and considers all directors independent except the CEO; Ms. Daniels is treated as an independent director under that framework .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Ed Broerman Heating & Cooling, Inc. (d/b/a Ed’s Heating Cooling Plumbing Electric) | Owner; President & CEO | Not disclosed | Brings “invaluable management experience and marketing experience” to MFBI’s board |
External Roles
| Organization | Capacity | Dates | Notes |
|---|---|---|---|
| Ed Broerman Heating & Cooling, Inc. | President & CEO | Current | Private company (HVAC/plumbing/electric services); not a public company directorship disclosed |
Board Governance
- Committee assignments: Audit Committee, Compensation Committee, and Nominating Committee; all three committees are comprised solely of independent directors per company policy .
- Committee meeting cadence FY 2025: Audit (4 meetings), Compensation (1 meeting); Nominating meetings not listed; individual attendance rates are not disclosed .
- Independence: The board adopts Nasdaq independence definitions; all directors except the CEO (Lewis R. Renollet) are deemed independent under this policy .
- Board leadership: Chairman (Andrew L. Davidson) is separate from the CEO (Renollet), enhancing oversight; Ms. Daniels does not hold the chair role .
- Audit Committee membership confirmation and activities: Committee recommended including audited financials in the FY 2025 Form 10‑K and appointed Wipfli LLP for FY 2026 (subject to shareholder ratification) .
Fixed Compensation
| Component | Amount | Period | Notes |
|---|---|---|---|
| Fees Earned or Paid in Cash | $20,200 | FY ended Mar 31, 2025 | Total non-employee director fees for Ms. Daniels |
| All Other Compensation | $0 | FY ended Mar 31, 2025 | Per proxy table (perqs excluded; did not exceed $10,000 for each director) |
| Monthly Board Retainer | $1,500 | FY ended Mar 31, 2025 | $2,000 for Chairman of the Board; Ms. Daniels is not Chairman |
| Committee Meeting Fee | $200 per meeting | FY ended Mar 31, 2025 | Applies to each board committee meeting attended |
| Deferred Compensation Election | $20,200 | FY ended Mar 31, 2025 | Deferred into Monroe Federal Savings and Loan Association Nonqualified Deferred Compensation Plan; earnings at below applicable market interest rate |
| Director Retirement Plan | One-half of regular monthly director’s fee for 120 months | Upon age 62 or separation (later), disability, or death | Vesting: 50% at 6 years, 75% at 9 years, 100% at 12 years; change-in-control → 100% vesting and lump-sum payout |
Performance Compensation
| Award Type | Grant Mechanics | Quantum | Vesting | Value/Strike | Notes |
|---|---|---|---|---|---|
| Restricted Stock (initial grant if plan approved) | Self-executing grant on day after stockholder approval of 2025 Equity Plan (Plan effective date Dec 17, 2025) | 789 shares | 20% per year; accelerated on death, Disability, or Involuntary Termination at/following Change in Control | Dollar value disclosure: $9,152 based on $11.60 price at Oct 30, 2025 (actual value depends on grant-date FMV) | Plan adoption and grant details |
| Non-Qualified Stock Options (initial grant if plan approved) | Self-executing grant on day after stockholder approval of 2025 Equity Plan | 2,632 options | 20% per year; accelerated on death, Disability, or Involuntary Termination at/following Change in Control | Not determinable; depends on grant-date FMV and future exercise price | Plan limits and vesting |
Performance metrics tied to compensation (directors):
- The 2025 Equity Plan allows performance-based vesting, but the initial director grants for restricted stock and stock options vest time-based at 20% per year; no specific performance metrics (e.g., TSR, EBITDA) are disclosed for director awards .
Change-in-control and vesting terms summary:
| Provision | Restricted Stock | Stock Options | Source |
|---|---|---|---|
| Acceleration events | Death, Disability, Involuntary Termination at/after Change in Control | Death, Disability, Involuntary Termination at/after Change in Control | |
| Director Retirement Plan | 100% vesting and lump-sum payout on Change in Control | N/A |
Plan-level limits (alignment controls):
- Individual non-employee director cap: ≤5% of aggregate shares available under the plan; all non-employee directors combined: ≤30% of plan shares; employee cap: ≤25% .
Other Directorships & Interlocks
| Company | Listing Status | Role | Overlap/Interlocks |
|---|---|---|---|
| None disclosed | N/A | N/A | No other public company boards disclosed in proxy for Ms. Daniels |
Expertise & Qualifications
- Marketing and management experience from leading a regional HVAC/plumbing/electric services business; provides practical operating perspective to a community bank board .
- The Nominating Committee seeks nominees with financial, regulatory, and business experience; independence; and capacity to devote sufficient time—criteria considered on director re-nomination (including attendance and performance), which signals engagement expectations .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Shares Outstanding | Breakdown | Pledging |
|---|---|---|---|---|
| Julie M. Broerman Daniels | 25,000 | 4.75% (based on 526,438 shares outstanding) | Includes 15,000 shares held in Deferred Compensation Plan and 10,000 held by spouse | None pledged for named individuals per table note |
Shares outstanding basis:
- 526,438 shares outstanding as of close of business on Oct 31, 2025 .
Section 16 compliance:
- Based solely on company review of filed reports and written representations, all executive officers, directors, and >10% holders complied with Section 16(a) reporting requirements for FY ended Mar 31, 2025 .
Related-party/loans:
- Director and officer loans permitted under banking regulations; outstanding loans at Mar 31, 2025 were on substantially the same terms as comparable loans to non-related persons (except a standard 1% employee discount for consumer loans), performed to original terms, and complied with regulations; specific individuals are not enumerated in the disclosure .
Governance Assessment
- Board effectiveness and independence: Ms. Daniels serves on all three key committees (Audit, Compensation, Nominating), which are comprised solely of independent directors, reinforcing checks and balances; she is considered independent under Nasdaq standards adopted by MFBI .
- Attendance and engagement: Committee meeting counts are disclosed; individual attendance rates are not, though re-nomination criteria explicitly consider attendance and performance, indicating governance emphasis on engagement .
- Compensation alignment: FY 2025 director pay is modest and largely cash-based ($20,200), with time-based equity (RS and options) scheduled to self-execute post-approval of the 2025 Equity Plan and vest over five years, promoting longer-term alignment; individual and aggregate director equity caps curb potential over-allocation .
- Ownership “skin-in-the-game”: Ms. Daniels beneficially owns 25,000 shares (4.75%), including deferred plan shares and spouse holdings, with no pledging—a positive alignment signal at a small float issuer .
- Potential conflicts: As a local business owner, any banking relationships could pose perceived conflicts; however, the proxy discloses director/officer loans are permitted only on market/compliant terms, with no preferential treatment beyond standard employee discounts and all loans performing—mitigating related-party concerns .
- Red flags: No pledging, no disclosed clawback/tax gross-up provisions for directors, and no repricing language for options; change-in-control features include accelerated vesting for director retirement plan (lump sum) and equity award acceleration upon certain termination conditions—investors should monitor for plan approval and any future use of performance-based criteria to strengthen pay-for-performance .