William G. Hibner, Jr.
About William G. Hibner, Jr.
Independent director of Monroe Federal Bancorp, Inc. (MFBI) since 2005, now retired; age 73 as of March 31, 2025. Former Director of Construction Services at Greater Dayton Construction Group d/b/a Oberer Thompson Company with 40+ years in construction management and property development; holds a B.S. in Management (University of Dayton), a Master of Architecture (Miami University), and an MBA in Finance (Miami University) . His term will expire at the December 17, 2025 annual meeting due to reaching the mandatory retirement age under the Company’s Bylaws; the Board intends to reduce its size to eliminate the vacancy .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Greater Dayton Construction Group (d/b/a Oberer Thompson Company) | Director of Construction Services | 40+ years in construction management and property development (aggregate experience) | Provides business insight and community networking connections |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| None disclosed | — | — | No other public-company directorships or external board roles disclosed in the proxy |
Board Governance
- Independence: The Company adopts Nasdaq independence standards; all directors except the CEO are independent, implying Mr. Hibner is independent .
- Board leadership: Chairman and CEO roles are separated; Andrew L. Davidson is Chairman; committees are composed solely of independent directors .
- Committee assignments (FY2025): Compensation Committee (Member); Nominating Committee (Member). Not on Audit .
- Committee meeting cadence (FY2025): Audit (4), Compensation (1), Nominating (— shown in proxy) .
- Tenure on MFBI Board: Director since 2005 (includes service at Monroe Federal) .
- Retirement/transition: Term ends at the 2025 annual meeting due to mandatory retirement age; Board plans to reduce size to eliminate the vacancy .
- Attendance: Attendance percentages not disclosed; only committee meeting counts provided .
| Committee | Membership | Chair? | Meetings FY2025 |
|---|---|---|---|
| Compensation | Member | Not disclosed | 1 |
| Nominating | Member | Not disclosed | — (as shown) |
Fixed Compensation
| Component | FY2025 Amount | Notes |
|---|---|---|
| Fees earned or paid in cash | $18,800 | Non-employee director fees for FY ended Mar 31, 2025 |
| Deferred compensation election | $2,400 | Deferred to Nonqualified Deferred Compensation Plan; plan earnings below applicable market rate |
| Monthly retainer | $1,500 | $2,000 for Chairman (not applicable to Hibner) |
| Committee meeting fee | $200 per meeting | Per committee meeting attended |
| Perquisites | Not disclosed | Aggregate perquisites did not exceed $10,000 for each director |
| Director Retirement Plan | Vested per years of service; payout equals 1/2 monthly director fee for 10 years | Vesting 50% at 6 yrs, 75% at 9 yrs, 100% at 12 yrs; fully vested and lump-sum upon change in control |
Performance Compensation
| Equity Component | Expected Grant (if 2025 Equity Plan approved) | Grant Mechanics | Valuation/Terms |
|---|---|---|---|
| Restricted Stock | 789 shares ($9,152) | Self-executing grant to each non-employee director on the day following stockholder approval (plan effective if approved Dec 17, 2025) | Dollar value based on $11.60 per share as of Oct 30, 2025; actual value depends on grant-date FMV |
| Stock Options | 2,632 options | Self-executing grant to each non-employee director on the day following approval | Options cannot be granted below FMV; no repricing or cash buyout of underwater options without stockholder approval |
Key plan features and vesting protections:
- Minimum 1-year vesting for equity awards (up to 5% exception); no dividends/dividend equivalents paid before vest/settlement; options at or above FMV; no option repricing without stockholder approval; clawback applies (Dodd-Frank 954) with hedging/pledging restrictions .
- Double-trigger change-in-control vesting: time-based vesting accelerates upon both a change in control and involuntary termination/resignation for good reason or if acquiror fails to assume awards; performance awards vest at target or actual (greater) upon such events .
- Termination provisions: upon general termination, unvested RS/RSUs/PSUs forfeit; vested options exercisable for 90 days (1 year upon death, disability, retirement at age 77 for directors, or involuntary termination at/following change-in-control, not beyond original term) .
Performance metrics:
- No specific performance metrics disclosed for initial director grants; the plan permits the Compensation Committee to establish performance goals for awards .
Other Directorships & Interlocks
| Company | Exchange/Ticker | Role | Notes |
|---|---|---|---|
| None disclosed | — | — | No other current or prior public-company directorships or committee interlocks disclosed in proxy |
Expertise & Qualifications
- Education: B.S. in Management (University of Dayton); Master of Architecture and MBA (Finance) (Miami University) .
- Domain expertise: 40+ years in construction management/property development; provides business insight and community networking connections .
- Independence: Meets Company’s adopted Nasdaq independence criteria (not an employee) .
Equity Ownership
| Metric | Value | Notes |
|---|---|---|
| Shares beneficially owned | 7,500 | Includes 6,000 shares held in Deferred Compensation Plan |
| Ownership as % of outstanding | 1.42% | Based on 526,438 shares outstanding as of Oct 31, 2025 |
| Pledged shares | None indicated | Proxy states none of the named individuals has pledged shares |
| Shares outstanding (context) | 526,438 | Shares outstanding as of Oct 31, 2025; annual meeting on Dec 17, 2025 |
Related-Party Exposure and Policies
| Topic | Disclosure |
|---|---|
| Director/officer loans | Permitted as a regulated financial institution; loans to executive officers and directors were made in ordinary course on substantially the same terms (except 1% employee discount on consumer loans), with no preferential treatment; all such loans were performing and compliant at Mar 31, 2025 |
| Hedging/pledging | Equity plan subjects awards to Company clawback and trading policy restrictions, including hedging/pledging restrictions |
Governance Assessment
- Positives: Independent director with long tenure; serves on Compensation and Nominating Committees; no share pledging; modest cash retainer/meeting fee structure with optional fee deferral (he deferred $2,400 in FY2025); equity plan incorporates best practices (double-trigger CIC, no repricing, clawback, hedging/pledging restrictions) aligning director incentives with shareholders .
- Watch items: Mandatory retirement at the 2025 annual meeting and planned board size reduction will remove his institutional knowledge; Nominating Committee shows “—” for FY2025 meetings (low cadence may limit refreshment/oversight); attendance percentages not disclosed; director retirement plan benefits and CIC acceleration exist (common at community banks but investors may monitor for alignment) .
- Conflicts: No specific related-party transactions disclosed beyond ordinary-course, regulation-compliant lending policies for directors; none of his shares are pledged .
Note: Initial director equity grants under the 2025 Equity Plan are contingent upon stockholder approval; grants are self-executing the day following approval. Given Mr. Hibner’s scheduled retirement at the annual meeting, actual receipt would depend on status at grant timing as governed by the Plan and Board actions .