Donice Wagner
About Donice Wagner
Donice L. Wagner is Executive Vice President, Chief Financial Officer, Secretary, and Treasurer of Magnolia Bancorp (MGNO). She joined MGNO on June 2, 2025 to align internal controls and financial reporting, and was formally appointed EVP, CFO and Secretary on September 18, 2025; she is a Certified Public Accountant and Chartered Global Management Accountant, age 59 . She executed the company’s Sarbanes-Oxley Section 302 and 906 CFO certifications for the Q3 2025 Form 10-Q, underscoring direct responsibility for disclosure controls and fair presentation of results . Given her appointment in mid-2025, there is not yet a disclosed track record of MGNO TSR or financial performance attribution tied to her tenure in company filings .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Liberty Bank and Trust (New Orleans, LA; ~$1.1B assets at 6/30/2025) | SVP & Chief Financial Officer | 2021 – Feb 2025 | Led finance at a $1.1B-asset bank; experience directly relevant to MGNO’s scale and regulatory reporting . |
| Independent consultant (Metairie, LA) | Banking consultant | 2006 – 2021; Mar – May 2025 | Advised banking clients on finance/controls; brought controls/reporting expertise to MGNO upon joining . |
External Roles
- No public company directorships or external board roles disclosed for Ms. Wagner in company filings to date .
Fixed Compensation
- No Wagner-specific base salary, target bonus, or cash compensation elements are disclosed in MGNO’s 8-K appointment notice or the Q3 2025 Form 10-Q/exhibits as of November 2025 .
Performance Compensation
MGNO became equity plan-enabled post-conversion in 2025; shareholders approved both plans on September 18, 2025. Specific awards to Ms. Wagner have not been disclosed.
- 2025 Stock Option Plan (SOP): 83,375 shares reserved (10% of offering); grants at ≥ fair market value; general vesting at no faster than 20% per year; full acceleration on death, disability, or change-in-control; no repricing permitted; standard 10-year term; individual officer cap 25% of pool .
- 2025 Recognition & Retention Plan (RRP): 33,350 shares reserved (4% of offering); restricted stock with general vesting at no faster than 20% per year; dividends held in trust until vesting; acceleration on death, disability, change-in-control; performance awards may use defined banking metrics (e.g., ROA, efficiency ratio, nonperforming loans) .
- Clawback: Both plans include forfeiture/recoupment aligned with SOX 304 in the event of an accounting restatement due to misconduct .
- Governance: Shareholders approved adoption of the SOP and RRP at the 9/18/2025 annual meeting (votes below) .
Equity Plan Mechanics (company-level)
| Feature | Stock Option Plan | Recognition & Retention Plan |
|---|---|---|
| Share reserve | 83,375 (10% of offering) | 33,350 (4% of offering) |
| Vesting cadence | ≤20% per year, first vest at 1 year | ≤20% per year, first vest at 1 year |
| Change-in-control | Full acceleration | Full acceleration |
| Other acceleration | Death/Disability | Death/Disability |
| Caps (per person) | Officers ≤25% of pool; directors ≤5% (directors aggregate ≤30%) | Employees ≤25% of pool; directors ≤5% (directors aggregate ≤30%) |
| Pricing/term | Exercise price ≥ FMV; 10-year max term; no repricing | Shares granted outright; dividends escrowed until vest |
| Clawback | SOX 304/restatement-based forfeiture/recoupment | SOX 304/restatement-based forfeiture/recoupment |
Note: The proxy states the committee intends to meet promptly after shareholder approval to determine specific option awards; no individual allocations were set in the proxy . No Wagner-specific equity grants have been disclosed in the 8-K or 10-Q filings .
Equity Ownership & Alignment
| Metric | Detail |
|---|---|
| Total beneficial ownership | 0 shares of MGNO common stock reported on initial Form 3 (event date 09/18/2025) . |
| Ownership % of outstanding | 0.0% based on 833,750 shares outstanding as of Q3 filing . |
| Options/RSUs | None disclosed for Ms. Wagner as of latest filings . |
| Vested vs. unvested | Not applicable (no awards disclosed) . |
| Shares pledged | None disclosed for Ms. Wagner; Form 3 shows no holdings . |
| Insider trading controls | Policy requires pre-clearance and imposes blackout periods around earnings . |
| Ownership guidelines | No stock ownership guideline disclosure located in proxy for executives . |
Employment Terms
| Item | Detail |
|---|---|
| MGNO appointment | Appointed EVP, CFO & Secretary effective September 18, 2025; joined MGNO June 2, 2025 . |
| Employment agreement | Company disclosed “no arrangements or understandings” pursuant to which she was selected; no Wagner employment agreement filed in Q3 10-Q exhibits . |
| Severance / CoC economics | Not disclosed for Ms. Wagner; (proxy employment agreements and severance terms disclosed only for CEO and prior CFO) . |
| Non-compete / non-solicit | Not disclosed for Ms. Wagner . |
| Post-termination consulting | Not disclosed for Ms. Wagner . |
| Retirement/ESOP eligibility | Company sponsors a profit-sharing retirement plan and an ESOP established in Jan 2025; plan terms disclosed at company level (not individual participation) . |
Say-on-Pay & Shareholder Feedback (2025 Annual Meeting)
| Proposal | For | Against | Abstain | Broker non-votes |
|---|---|---|---|---|
| Approve named executive officer compensation (Say-on-Pay) | 475,857 | 25,900 | 96,474 | 110,666 |
| SOP adoption | 488,957 | 25,900 | 83,374 | 110,666 |
| RRP adoption | 488,957 | 25,900 | 83,374 | 110,666 |
- Outcome: Shareholders approved both equity plans, say-on-pay, auditor ratification, and set say-on-pay frequency to every three years .
Expertise & Qualifications
- CPA, CGMA; age 59 .
- CFO certifications: Signed SOX 302 and 906 certifications for Q3 2025 (filed Nov 10, 2025) .
- Prior CFO of Liberty Bank and Trust; consulting experience 2006–2021 and Mar–May 2025 .
- Joined MGNO to align internal controls and financial reporting with company objectives .
Compensation Structure Analysis (implications for incentives)
- Equity-heavy runway ahead: With SOP and RRP newly adopted and committee intending to grant promptly post-approval, executive incentives are positioned to shift toward equity (options and restricted stock), with vesting at 20% per year and full acceleration on change-in-control .
- Potential individual capacity: Officer award caps imply a single officer could receive up to 25% of each pool (up to 20,843 options; up to 8,337 restricted shares), though no actual allocations to Wagner have been disclosed .
- Clawback/no repricing: Plans include SOX 304-based clawback and prohibit repricing of options, aligning with governance best practices .
- Cash pay opacity: No disclosure yet of Wagner’s base salary or bonus targets; prior year’s executive pay practices lacked a formal written bonus plan, suggesting cash pay may be conservative pending equity plan ramp-up .
Risk Indicators & Red Flags
- CFO transition risk: MGNO transitioned from a part-time CFO (Cambre) to Wagner; Cambre resigned officer roles on Sep 18, 2025, with no further compensation under her terminated agreement .
- Equity overhang/dilution: Aggregate plan capacity of ~14% of offering (10% SOP + 4% RRP) introduces potential dilution; issuance may be via new shares (RRP permits issuance or open-market purchases) .
- Insider policy: Trading requires pre-clearance and blackout periods; mitigates opportunistic timing risk .
- Related-party transactions: Company reports no transactions with Ms. Wagner since the beginning of the last fiscal year .
Board & Compensation Governance Context
- Compensation Committee: Comprised of independent directors Andressen (Chair), Burkhalter, Manson; charter available; committee administers SOP and RRP .
- Independence and oversight structures were formalized around the mutual-to-stock conversion completed in January 2025 .
Investment Implications
- Alignment trajectory: Wagner currently reports zero share ownership; equity plans approved in Sep 2025 set the stage for equity-based alignment as grants are made and begin vesting (earliest first-vest ~1 year after grant), potentially improving pay-for-performance linkage over time .
- Supply/overhang & timing: Expect potential insider selling windows at first vesting anniversaries (20% tranches) if awards are granted; monitor Form 4s and plan disclosures for Wagner-specific grants and vesting schedules .
- Change-in-control optionality: Full acceleration on CoC across both SOP and RRP can meaningfully enhance realized pay in a sale scenario—positive for retention if equity is sizeable, but could reduce CoC “stickiness” once acceleration is assured .
- Governance and controls: SOX certifications and insider trading policy, plus clawback mechanics, indicate a framework oriented to control integrity and shareholder protections; say-on-pay support was strong, suggesting low current investor concern on compensation .
Key watch items: (1) Disclosure of Wagner’s base salary/bonus design; (2) Initial equity grants under SOP/RRP (size, mix, performance conditions); (3) Any Form 4 activity; (4) Build-out of internal control disclosures and auditor commentary as MGNO scales.