Anita C. Cambre

About Anita C. Cambre

Anita C. Cambre, 52, is Vice President, Secretary, and Chief Financial Officer of Magnolia Bancorp, Inc. (since May 2024) and Mutual Savings and Loan Association (since May 2023); she joined Mutual Savings in May 2022 as Senior Accountant and has served as a director since 2023 . She went part-time in September 2024 after accepting another full-time job but continues in her current positions on an hourly basis, and is Corporate Secretary of Magnolia Bancorp . She is an executive director (not independent under OTCQB Standards, which define independent as non-employees), with management and financial expertise and knowledge of internal audit .

Past Roles

External Roles

Board Governance

• Committee assignments: Cambre is not listed as a member or chair of Audit, Compensation, or Nominating & Corporate Governance; membership comprises Andressen (Audit member; Compensation chair; Nominating member), Burkhalter (Audit member; Compensation member; Nominating chair), and Manson (Audit chair; Compensation member; Nominating member) .
• Independence: Board determined Andressen, Burkhalter, and Manson are independent; Cambre is an executive and therefore not independent under OTCQB Standards .
• Attendance: In 2024, the Magnolia Bancorp Board met 7 times; no director attended fewer than 75% of board and committee meetings; new committees were formed in November 2024 and did not meet in 2024 .
• Governance structure: CEO serves as Chairman; board has policies including executive sessions of independent directors; Audit Committee identifies Manson as SEC “financial expert” .

Fixed Compensation

Additional notes:

• Prior to going part-time in Sept 2024, Cambre’s annual base salary under her employment agreement was $100,000; she is currently paid hourly .
• Magnolia does not maintain a written bonus plan, though historically pays bonuses; 2023 bonus was discretionary .
• Director fees: Each Mutual Savings director receives $550 per month regardless of meeting attendance; Cambre’s 2024 board fees were $6,600 .

Performance Compensation

• Equity plans proposed in 2025 (subject to shareholder approval):
  • 2025 Stock Option Plan: 83,375 shares reserved (10% of conversion shares); non-employee directors eligible; exercise price ≥ fair market value; vesting generally at ≤20% per year; 10-year term; repricing prohibited; clawback provisions; accelerated vesting on death/disability/change in control .
  • 2025 Recognition & Retention Plan (RRP): 33,350 shares reserved (4%); restricted stock vesting generally ≤20% per year; dividends on unvested awards held in trust; accelerated vesting on death/disability/change in control; non-employee directors eligible; clawback provisions .

Performance metrics framework (RRP performance awards – plan-level, if adopted):

Note: As of the 2024 compensation year, Cambre had no disclosed stock or option awards; equity plan grants would occur only upon 2025 shareholder approval .

Other Directorships & Interlocks

• Family interlocks on board: Michael L. Hurley (CEO/Chairman, father of director Robert M. Hurley) . No interlocks disclosed involving Cambre.

Expertise & Qualifications

• Background in accounting and finance with management experience; knowledge of internal audit; CFO/VP/Secretary responsibilities across Magnolia and Mutual Savings .
• Education not disclosed in proxy .

Equity Ownership

Employment & Contracts

• Dispute resolution: If a termination dispute is resolved in favor of the executive, reimbursement of legal fees and back pay is provided .

Director Compensation

Governance Assessment

• Independence and board effectiveness: Cambre is not independent (executive director), and the CEO also serves as Chairman; while committees are comprised of independent directors, overall board independence is constrained by the presence of executives and a family relationship between the Chairman/CEO and another director, elevating potential influence risks .

• Attendance and engagement: Board met 7 times in 2024; no director fell below 75% attendance; committees were newly formed and did not meet in 2024, limiting committee-level oversight evidence to charters rather than activity .

• Pay-for-performance signals: Cambre’s compensation is modest and largely cash-based, with no 2024 equity awards; adoption of 2025 equity plans would introduce both stock options and restricted stock (including performance awards) with standardized vesting and clawbacks, but grant timing/amounts are not yet determined .

• Alignment and ownership: Cambre holds no shares; ESOP shares were unallocated as of record date, and no pledging is disclosed, indicating limited current “skin in the game” alignment for Cambre specifically .

• Contractual protections: The employment agreement includes relatively standard regional bank severance multiples (2x/3x), extended benefits continuation, and a 280G cutback (no gross-ups), which is more shareholder-friendly than gross-up provisions; non-compete/non-solicit for 12 months provides retention and transition guardrails .

• RED FLAGS:

  • Part-time CFO with another full-time job while serving as CFO and Corporate Secretary presents capacity and continuity risks for financial reporting and governance support .
  • Combined CEO/Chair and family ties on the board (Hurley father/son) can constrain independent oversight; Cambre’s non-independence compounds this dynamic .
  • Committees did not meet in 2024 (formation late in the year), limiting demonstrated committee oversight during the reported period .

• Mitigants:

  • Independent directors chair key committees, with an identified SEC financial expert on Audit (Manson) .
  • Equity plan anti-repricing provisions and clawbacks, plus 280G cutback in employment agreements, reflect baseline governance safeguards .

Related Party Transactions

• Insider lending: Mutual Savings extends credit to directors/officers/employees under substantially the same terms as comparable third-party loans, consistent with Section 22(h); no preferential features disclosed .

Say-on-Pay & Shareholder Feedback

• First annual meeting as a public company; non-binding say-on-pay proposal and frequency vote included, with board recommending a three-year frequency . Historical say-on-pay results are not applicable .

Compensation Committee Analysis

• Composition: No member is a current or former officer or employee; committee has a written charter available on the website .
• Consultant usage: Not disclosed; Audit Committee oversight of the external auditor is described; compensation consultant conflicts not discussed .

Equity Plans – Key Terms (Potential Director/Executive Participation)

Notes on Auditor Oversight and Fees

• Auditor: EisnerAmper LLP appointed for FY2025; audit fees totaled $288,498 for 2024; tax fees $5,500; all other fees $750; audit-related fees $0; committee oversight of independence described .

Conclusion

• For investors, Cambre’s executive status on the board, lack of equity ownership, and part-time CFO arrangement raise governance quality and execution risks around financial reporting and board independence. The planned equity programs and existing clawback/anti-repricing safeguards are positives, but monitoring actual grant outcomes, committee activity in 2025+, and any evolution in Cambre’s time commitment and ownership will be critical to confidence.