Lewis R. Renollet
About Lewis R. Renollet
Lewis R. Renollet is President and Chief Executive Officer of Monroe Federal (a subsidiary of Monroe Federal Bancorp, Inc.) and has served as CEO since 2014. He is age 62 and has served on the Company’s board since 2000, bringing over 39 years of community banking experience . The Board separates the Chairman and CEO roles (Chairman: Andrew L. Davidson), and Renollet is not deemed independent given his employee status; all standing committees are composed solely of independent directors .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Monroe Federal (Association) | President & Chief Executive Officer | 2014–present | Leads overall strategy and management; deep knowledge of company and market area . |
| Monroe Federal Bancorp, Inc. | Director | 2000–present | Long-tenured board member providing institutional and market insight . |
External Roles
No other public company directorships or external board roles are disclosed for Renollet in the Company’s proxy materials .
Fixed Compensation
| Metric | FY 2024 | FY 2025 |
|---|---|---|
| Base Salary ($) | 189,310 | 199,135 |
| Bonus ($) | 40,000 (discretionary “Christmas bonus”) | 35,000 (discretionary “Christmas bonus”) |
| All Other Compensation ($) | 37,146 (Director fees + retirement contributions) | 42,054 (Director fees $18,000; Profit Sharing/Match $20,126; ESOP $3,928) |
| Total ($) | 266,456 | 276,189 |
Notes:
- Employment agreement sets current base salary at $199,500 with annual review; may be increased but not decreased except broadly applied reductions .
Performance Compensation
- Cash bonus design: Bonuses to date are discretionary (no formulaic performance metrics disclosed); FY24 and FY25 bonuses were labeled “discretionary Christmas bonus” .
- Equity plan design (2025 plan – prospective): The 2025 Equity Incentive Plan enables performance-based awards (options, restricted stock, RSUs, PSUs) with performance measures potentially including ROE, EPS, net income, TSR, efficiency ratio, loan/deposit growth, asset quality, and strategic objectives. The plan requires at least one-year minimum vesting for 95%+ of awards, prohibits option repricing/below-market strikes, defers dividend payments until vesting, and applies double-trigger change-in-control vesting unless awards are not assumed by an acquiror. Awards are subject to Company clawback, insider trading, and hedging/pledging policies .
| Incentive Type | Metric(s) | Weighting | Target | Actual | Payout | Vesting/Term |
|---|---|---|---|---|---|---|
| Annual Cash Bonus (historical) | Discretionary | N/A | N/A | N/A | $40,000 (FY24); $35,000 (FY25) | Cash in year of grant |
| 2025 Equity Plan (prospective) | Committee-selected (e.g., ROE, EPS, TSR, growth, efficiency) | TBD | TBD | TBD | TBD | Min 1-year vesting; double-trigger CIC; no repricing; dividends deferred to vest |
Outstanding equity at FY25: No equity awards were outstanding for named executive officers as of March 31, 2025; no stock options were granted in FY25 .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership | 25,300 shares (includes 20,000 in an IRA; 5,000 held by spouse; 300 ESOP) |
| Ownership % of Outstanding | 4.81% of 526,438 shares outstanding |
| Pledging | None of the named individuals (including Renollet) have pledged shares |
| Anti-Hedging/Pledging Policy | Company prohibits hedging and applies hedging/pledging restrictions to awards under the plan |
| Estimated Current Value | ~$293k using $11.60/share (Oct 30, 2025) and 25,300 shares |
| Ownership Guidelines | No numerical multiple-of-salary ownership guideline disclosed; awards subject to clawback and trading controls |
Share reserve and potential dilution/vesting cadence (plan-level):
- Share reserve: 68,436 shares total; of these, 15,793 RS/RSUs (3% of offering) and 52,643 options (10% of offering) .
- Non-employee directors will receive one-time initial grants upon approval: 789 restricted shares and 2,632 options per director; 5-year ratable vesting for restricted stock (20%/yr); 10-year option term; acceleration on death/disability or involuntary termination at/after a CIC .
- Employee grants (including NEOs) to be determined post-approval; Committee intends to grant to senior executives .
Employment Terms
| Term | Key Provisions |
|---|---|
| Agreement Term | Evergreen 3-year term: effective Oct 23, 2024 through Dec 31, 2024; as of Jan 1, 2025, continues for 3 years, with annual one-year extensions subject to disinterested board evaluation and approval. If a change in control occurs, term automatically renews for 3 years from CIC date . |
| Base Salary | $199,500 annually; reviewed at least annually; may be increased (not decreased except broad reductions) . |
| Benefits | Eligible for bonus programs and standard benefit plans; business expense reimbursement . |
| Non-Compete / Non-Solicit | Post-termination (non-CIC): 6-month non-compete; 1-year non-solicitation . |
| Severance (Non-CIC) | Lump sum equal to (i) base salary and highest bonus (prior 3 years) for remaining contract term; (ii) present value of defined contribution plan contributions for remaining term; and (iii) continued medical/dental at no cost for remaining term . |
| Severance (CIC Double-Trigger) | If involuntary termination without cause or resignation for “good reason” within 18 months post-CIC: lump sum 3x (highest base salary + highest bonus over prior 3 years) plus present value of DC plan contributions for 36 months and continued medical/dental for 36 months; subject to 280G cutback to avoid excise tax . |
| Disability/Death | Disability top-up to base salary shortfall for the longer of 1 year or remaining term; continued medical/dental up to return to work, new employment, term expiry, or death. Upon death: base salary for 1 year to beneficiaries; family medical/dental for 12 months . |
Board Governance and Renollet’s Board Service
- Board Independence and Structure: Company adopts Nasdaq independence standards; all directors are independent except Renollet (employee). The roles of Chairman and CEO are separated (Chairman: Andrew L. Davidson) to enhance oversight .
- Committee Memberships: Standing committees (Audit, Compensation, Nominating) are composed solely of independent directors. 2025 membership included: Compensation Committee – Julie M. Broerman Daniels, Andrew L. Davidson, Anthony H. Heinl, William G. Hibner Jr., Jonathan J. Steinke, Sarah G. Worley; Audit – Julie M. Broerman Daniels, Jonathan J. Steinke (audit committee financial expert), Sarah G. Worley; Nominating – Julie M. Broerman Daniels, William G. Hibner Jr., Sarah G. Worley .
- Attendance: No director attended fewer than 75% of Board and committee meetings in FY25 .
Retirement, Savings and Deferred Compensation
- 401(k) Profit Sharing Plan: NEOs participate on same terms as other employees; employer contributions and profit sharing available pursuant to plan terms .
- ESOP: Adopted in connection with conversion; NEOs participate on same terms as employees; shares allocated based on compensation; 3-year cliff vesting .
- Deferred Compensation Plan: Officers and directors may defer compensation; a rabbi trust can invest deferrals in Company stock; NEOs did not participate during the period .
Director Compensation (Context for Dual Role)
- Non-employee directors receive a $1,500 monthly retainer ($2,000 for Chairman) and $200 per committee meeting attended; FY25 fee totals ranged ~$18.6k–$26.2k per director .
- Renollet’s “All Other Compensation” includes $18,000 of director fees in FY25 (reflecting his service as a director) plus retirement contributions and ESOP allocations .
Related Party Transactions and Section 16 Compliance
- Insider loans: As a federally insured institution, Monroe Federal may extend credit to insiders on substantially the same terms as offered to employees (including a 1% consumer loan discount) and consistent with regulations. All such loans outstanding at March 31, 2025 were ordinary-course, on market terms (with the standard employee discount), performed as agreed, and posed no unusual risk .
- Section 16(a): Based on company review and representations, all executive officers, directors, and >10% holders complied with beneficial ownership reporting during FY25 .
Compensation Structure Analysis
- Cash vs equity mix: FY25 compensation is predominantly cash (salary + discretionary bonus); no executive equity was outstanding as of March 31, 2025 .
- Shift to equity alignment: The newly proposed 2025 Equity Plan introduces equity-based, potentially performance-conditioned awards, adding a stronger long-term alignment and at-risk component (minimum 1-year vesting; double-trigger CIC; clawback; no option repricing) .
- Discretion and performance metrics: Historical cash bonuses are discretionary. The plan provides a robust menu of prospective performance measures (e.g., ROE, EPS, TSR, loan/deposit growth), enabling future tie-ins to operating and shareholder outcomes .
Risk Indicators & Red Flags
- Hedging/Pledging: Company prohibits hedging and applies hedging/pledging restrictions; no pledged shares reported for Renollet .
- CIC Economics: CEO CIC benefits are 3x salary+bonus plus benefits and DC contributions for 36 months—typical for community banks but material; mitigated by 280G cutback (no tax gross-up) .
- Equity Plan Governance: Strong guardrails (no repricing, one-year vest minimum, dividend deferral, double-trigger CIC) reduce governance risk .
- Say-on-Pay: Not addressed; this is the Company’s first annual meeting as a public company .
Investment Implications
- Pay-for-performance alignment is evolving from discretionary cash bonuses toward a formal equity plan that can incorporate rigorous, bank-relevant metrics (ROE, EPS, efficiency, asset quality), with governance features investors favor (double-trigger CIC, clawbacks, no repricing). This supports longer-term alignment and could reduce agency risk once executive grants are made .
- Renollet’s meaningful ownership (4.81%) and absence of pledging are positive alignment signals, though limited historical equity usage means future equity awards and vesting schedules will matter for supply/dilution and any insider selling pressure; the plan size (13% of offering) and minimum vesting cadence provide a roadmap for potential issuance pace .
- CIC protections are sizable (3x), but the presence of 280G cutback and double-trigger design moderate golden parachute concerns; non-compete (6 months) and non-solicit (1 year) provisions help protect franchise value in transitions .
- Governance mitigants (independent committees; split Chair/CEO; audit committee financial expert) are in place, tempering dual-role concerns from Renollet’s CEO/director status and supporting oversight quality as the Company transitions into equity-based incentives .