Sarah G. Worley
About Sarah G. Worley
Sarah G. Worley is an independent director of Monroe Federal Bancorp, Inc. and serves on the boards of both the holding company and Monroe Federal Savings and Loan Association. She is President, shareholder, and director of Dungan & LeFevre Co., LPA, and is recognized by the Ohio State Bar Association as a Certified Specialist in Estate Planning, Trust and Probate Law; age 44; director since 2021 . The proxy indicates that, unless otherwise stated, directors have held their current occupation for the last five years, which applies to Worley’s legal leadership role .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Dungan & LeFevre Co., LPA | President; shareholder/director | At least last five years | Legal leadership; certified specialist credentials |
| Monroe Federal Bancorp, Inc. | Director | Director since 2021 | Provides management experience and community networking connections |
External Roles
| Organization | Type | Role | Committees/Positions | Tenure |
|---|---|---|---|---|
| Dungan & LeFevre Co., LPA | Private law firm | President; shareholder/director | Not disclosed | Current |
Other public company directorships are not disclosed in the proxy materials reviewed .
Board Governance
- Committee memberships: Worley serves on Audit, Compensation, and Nominating Committees; all three committees are composed solely of independent directors under Nasdaq definitions .
- Director independence: The Board adopts Nasdaq independence standards; all directors are independent except the CEO, Lewis R. Renollet (employee), confirming Worley’s independence .
- Attendance and engagement: In FY 2025, Company Board met 3 times and Monroe Federal’s Board met 12 times; no director attended fewer than 75% of the aggregate Board and committee meetings .
- Committee activity: FY 2025 meetings—Audit: 4; Compensation: 1; Nominating: not listed in table .
- Audit expertise: Committee includes an SEC-defined “financial expert” (Jonathan J. Steinke, CPA); Worley contributes legal and governance expertise alongside financial oversight .
| Committee | Membership (Worley) | FY 2025 Meetings |
|---|---|---|
| Audit | Member | 4 |
| Compensation | Member | 1 |
| Nominating | Member | — (not listed) |
Fixed Compensation
| Component | FY 2025 Amount | Notes |
|---|---|---|
| Fees Earned or Paid in Cash | $18,800 | Worley’s FY 2025 non-employee director cash fees |
| All Other Compensation | $0 | No perquisites >$10,000; none reported for Worley |
| Standard Director Fee Schedule | Rate | Notes |
|---|---|---|
| Monthly retainer (non-Chair) | $1,500/month | Chairman retainer: $2,000/month |
| Committee meeting fee | $200 per committee meeting | Applies to each committee meeting attended |
- Deferred compensation plan available; two directors deferred cash fees in FY 2025 (Daniels $20,200; Hibner $2,400); Worley did not defer .
- Director Retirement Plan: 10-year monthly payments equal to one-half the regular monthly director’s fee; vesting—50% after 6 years, 75% after 9 years, 100% after 12 years; payments commence after age 62 or separation (later of the two), disability triggers payments, death triggers lump-sum of remaining vested benefits; change-in-control accelerates vesting to 100% and pays lump sum .
Performance Compensation
Initial non-employee director equity awards under the 2025 Equity Incentive Plan (subject to shareholder approval; effective December 17, 2025; grants self-execute the day after approval) :
| Award Type | Number/Value | Vesting | Valuation Basis |
|---|---|---|---|
| Restricted Stock | 789 shares; $9,152 fair value | 20% per year; accelerated on death, disability, or involuntary termination at/after change-in-control | $11.60 closing price on 10/30/2025 |
| Stock Options | 2,632 options (value not determinable) | 20% per year; same acceleration triggers as above | Value depends on exercise-date price |
Plan share reserve context:
- Total shares available: 68,436 (3% restricted stock/RSUs = 15,793; 10% options = 52,643), sized per conversion prospectus expectations; OTCQB price $11.60 on 10/30/2025 used for illustrative valuation .
- Individual/director limits: max 5% of aggregate shares to any one non-employee director; 30% aggregate cap for all non-employee directors; employees capped at 25% .
No performance metrics are tied to Worley’s director equity awards; vesting is time-based (20% per year) .
Other Directorships & Interlocks
| Company | Market/Type | Role | Interlocks/Notes |
|---|---|---|---|
| None disclosed | — | — | No other public company boards disclosed in the proxy |
Expertise & Qualifications
- Certified Specialist in Estate Planning, Trust and Probate Law (Ohio State Bar Association), indicating deep technical legal expertise relevant to fiduciary oversight and governance .
- Provides “invaluable management experience and community networking connections,” supporting stakeholder engagement and board effectiveness .
- Serves on all three standing committees (Audit, Compensation, Nominating), reflecting broad governance involvement as an independent director .
Equity Ownership
| Category | Shares | Percent of Outstanding | Notes |
|---|---|---|---|
| Total Beneficial Ownership | 15,000 | 2.85% | Based on 526,438 shares outstanding (10/31/2025) |
| Trust (trustee) | 6,707 | — | Worley as trustee |
| IRA | 5,787 | — | Individual retirement account |
| Roth IRA | 2,506 | — | Roth IRA |
| Shares pledged | None pledged | — | Explicitly noted as not pledged |
- Anti-hedging policy prohibits directors, officers, employees, and related persons from using derivatives to hedge company stock .
- Stock ownership guidelines for directors are not disclosed in the proxy sections reviewed .
Governance Assessment
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Strengths
- Independence: Worley is independent under Nasdaq standards; all standing committees are composed solely of independent directors .
- Engagement: Serves on Audit, Compensation, and Nominating Committees; no director below 75% attendance; active FY 2025 committee cadence (Audit 4; Compensation 1) .
- Oversight structure: Separation of Chair (Andrew L. Davidson) and CEO (Lewis R. Renollet) supports independent oversight .
- Alignment policies: Anti-hedging policy; no share pledging disclosed .
-
Potential concerns and monitoring areas
- Director Retirement Plan: Change-in-control provisions grant 100% vesting with lump-sum payout; while common in converted institutions, it can be perceived as entrenchment or misalignment if payouts are material relative to company size .
- Time-based director equity: Initial grants of RS and options vest with tenure rather than performance; prudent given director role, but monitor overall board equity mix relative to aggregate 30% cap for non-employee directors .
- Related-party exposure: Worley’s position as President of a local law firm could create potential for related-party transactions; the Board’s independence determination considered non-required transactions, and no specific related-party transactions are disclosed in the reviewed proxy sections—continue to monitor future filings for any engagements with her firm .
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Overall signal
- Governance quality appears consistent with community bank best practices post-conversion: independent committees, clear separation of leadership, and modest director cash fees with initial equity to align interests, tempered by legacy retirement plan features that warrant monitoring around change-in-control outcomes .