Lisa M. Bird
About Lisa M. Bird
Lisa M. Bird is Vice President – Accounting and Chief Financial Officer of Monroe Federal (MFBI) and has served as CFO since 2015; she began her career with Monroe Federal in 1987, holding several roles across the organization. She is a graduate of Thomas Edison State College and was 55 years old as of March 31, 2025 . MFBI is implementing an equity incentive plan designed to strengthen pay-for-performance alignment and long-term value creation through time- and performance-based vesting, clawbacks, and hedging/pledging restrictions .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Monroe Federal Bancorp/Monroe Federal Savings & Loan | Various roles across the organization | 1987–2015 | Progressively responsible finance/accounting roles leading to CFO appointment |
| Monroe Federal Bancorp/Monroe Federal Savings & Loan | Vice President – Accounting and Chief Financial Officer | 2015–Present | Senior financial leadership for the institution since 2015 |
Fixed Compensation
| Year | Base Salary ($) | Target Bonus % | Actual Bonus ($) | All Other Compensation ($) | Total ($) |
|---|---|---|---|---|---|
| 2024 | 140,351 | — | — | 8,266 | 148,617 |
| 2025 | 147,470 | — | — | 11,495 | 158,965 |
Breakdown of “All Other Compensation” (FY2025):
- Profit Sharing Plan and Employer Matching Contribution: $9,217
- ESOP Allocation: $2,278
- Director Fees: $0 (not applicable to Ms. Bird)
Notes:
- CEO’s cash bonus was a discretionary Christmas bonus; Ms. Bird received no bonus, and no target bonus percentage was disclosed for her .
- None of the named executive officers (including Ms. Bird) participate in the company’s nonqualified deferred compensation plan .
Performance Compensation
| Incentive Type | Metric(s) | Weighting | Target | Actual/Payout | Vesting/Key Terms |
|---|---|---|---|---|---|
| Annual Cash Bonus (FY2025) | Not disclosed for Ms. Bird | N/A | N/A | $0 paid | N/A |
| Equity Awards (2025 Equity Plan) | Committee may establish performance goals for any award | To be determined by Committee | To be determined by Committee | No awards to executives disclosed as of proxy date | Minimum 1-year vesting (up to 5% exceptions), no repricing, dividends on RS/RSUs deferred until vesting, double-trigger vesting upon change in control (CIC) unless awards not assumed, clawback under Dodd-Frank 954, hedging/pledging restrictions |
Plan capacity and structure:
- Share reserve: 68,436 shares; up to 52,643 for options (10% of conversion shares) and 15,793 for RS/RSUs (3%) .
- Plan effective upon shareholder approval; no awards granted yet under the plan at the time of the proxy; initial awards to non-employee directors self-execute the day after approval .
Equity Ownership & Alignment
| As of Date | Shares Beneficially Owned | % of Shares Outstanding | Ownership Detail | Shares Pledged? |
|---|---|---|---|---|
| Oct 31, 2025 | 15,424 | 2.93% (based on 526,438 shares outstanding) | Includes 15,000 shares in an IRA, 250 held by child, 174 in ESOP | None pledged (for all named individuals, unless otherwise noted) |
Alignment policies and features:
- Awards subject to clawback policies (including Dodd-Frank 954) and hedging/pledging restrictions .
- Committee may require post-vesting holding periods in award agreements .
Employment Terms
| Agreement | Initial Term | Renewal Mechanics | Severance Multiple | Qualifying Termination | Health Benefits | 280G Treatment |
|---|---|---|---|---|---|---|
| Change-in-Control Agreement (CIC) | Oct 23, 2024–Dec 31, 2024 | 1-year term renewed each Jan 1 upon Board approval; if a CIC occurs during term, term automatically renews for 1 year from CIC date | 1x (base salary in effect at termination or before CIC, whichever higher) + highest annual cash bonus in the prior 3 years; lump sum | Involuntary termination without cause or resignation for “good reason” during the agreement term | 12 months of non-taxable medical and dental coverage at no cost | May be reduced to avoid “excess parachute payments” under IRC 280G; no gross-up disclosed |
Additional:
- Nonqualified Deferred Compensation Plan exists with a rabbi trust (now may invest in MFBI stock), but none of the named executives participate .
Compensation Committee (context for pay design and oversight)
| Committee | Members | Independence | FY2025 Meetings |
|---|---|---|---|
| Compensation Committee | Julie M. Broerman Daniels; Andrew L. Davidson; Anthony H. Heinl; William G. Hibner, Jr.; Jonathan J. Steinke, CPA; Sarah G. Worley | Audit, Compensation, and Nominating committees’ members are considered independent under Nasdaq standards | 1 |
Performance & Track Record (Company-Level Financial Context)
| Metric | FY 2023 | FY 2024 | FY 2025 |
|---|---|---|---|
| Revenues ($) | 327,108* | 344,285* | 354,036* |
| Net Income ($) | 388,249* | 59,769* | -326,640* |
Values retrieved from S&P Global.*
Investment Implications
- Low variable pay today; equity leverage ahead: Ms. Bird’s FY2025 compensation was primarily base salary with no bonus paid, and no executive equity awards were disclosed yet; adoption of the 2025 Equity Plan introduces future performance-based equity potential and stronger pay-for-performance alignment .
- Overhang manageable with mitigants: The plan authorizes up to 13% of conversion shares (10% options; 3% RS/RSUs), but includes minimum 1-year vesting, double-trigger vesting on CIC for awards, deferred dividend equivalents on RS/RSUs, and explicit anti-repricing—features that temper near-term selling pressure and align with long-term value creation .
- Strong insider alignment, low pledging risk: Bird beneficially owns 15,424 shares (2.93% of outstanding), with no pledged shares—supporting alignment and lowering collateral-driven sell risk .
- CIC protection is moderate and shareholder-friendly: 1x cash severance (salary + highest bonus), 12 months of health coverage, and 280G cutback (no gross-up) indicate reasonable change-in-control economics and limited windfall risk, supporting retention without excessive cost .
- Governance and controls are robust: Compensation oversight by an independent committee; equity awards subject to clawbacks and hedging/pledging restrictions; plan prohibits repricing and below-market option grants .
Citations:
- Executive biography and age
- Executive compensation amounts and “All Other Compensation” breakdown
- Beneficial ownership and pledging status
- 2025 Equity Plan features, capacity, vesting, clawback, hedging/pledging
- Change-in-control agreement terms for Ms. Bird
- Compensation Committee membership, independence, and meetings