Jason L. Manson
About Jason L. Manson
Jason L. Manson is an independent director at Magnolia Bancorp, Inc. (MGNO), age 53 as of June 30, 2025, and has served on the board since 2012. He is Vice President of Larry Loyd Construction Co., Inc. (Abita Springs, LA) since April 2016, and is identified by the Board as meeting the SEC definition of an audit committee financial expert. He serves as Chair of the Audit Committee and is a member of the Compensation and Nominating & Corporate Governance Committees; the Board has determined he is independent under OTCQB Standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Magnolia Bancorp, Inc. | Director | Director since 2012 | Audit Committee Chair; Compensation Committee member; Nominating & Corporate Governance member; designated audit committee financial expert . |
| Larry Loyd Construction Co., Inc. | Vice President | Since April 2016 | Brings civil construction management knowledge to the Board . |
| Magnolia Bancorp ESOP (Trust) | Trustee | In role as of July 28, 2025 (record date) | Votes unallocated ESOP shares; will vote allocated shares per participant instructions . |
External Roles
| Organization | Role | Public Company? | Committees/Impact |
|---|---|---|---|
| Larry Loyd Construction Co., Inc. | Vice President | No (private) | Construction management experience; no public-company board roles disclosed . |
Board Governance
- Independence: Board determined Manson is independent under OTCQB Standards .
- Committee assignments (current): Audit (Chair), Compensation (Member), Nominating & Corporate Governance (Member) ; Audit Committee roster lists “Jason L. Manson, Chair” .
- Attendance: In 2024, Board held 7 meetings; no director attended fewer than 75% of Board and committee meetings on which they served .
- Audit Committee financial expert designation: Manson identified by Board as meeting SEC definition .
- Board leadership context: CEO serves as Chairman; Board cites safeguards but acknowledges potential conflicts inherent in combined roles .
Fixed Compensation
| Component | Amount | Period/Terms | Notes |
|---|---|---|---|
| Monthly director fee (Mutual Savings & Loan Association) | $550 | Current | Paid regardless of meeting attendance; MGNO directors also serve on bank board; no additional fees for MGNO board service . |
| Annual board fees (Mutual Savings & Loan Association) | $6,600 | 2024 | Amount shown in director compensation table (name shown as “Jason L. Mason”) . |
| All other compensation | $2,000 | 2024 | As reported; total $8,600 . |
Performance Compensation
| Plan/Feature | Key Terms | Vesting/Triggers | Director Limits | Status/Notes |
|---|---|---|---|---|
| 2025 Stock Option Plan | 83,375 shares reserved (10% of conversion offering) | Generally vests no faster than 20% per year; full acceleration on death, disability, change in control; post-termination exercise windows defined | Individual non-employee director cap 5%; aggregate non-employee director cap 30%; exercise price ≥ fair market value; repricing prohibited | Adopted by shareholders Sep 18, 2025; allocations not yet determined as of proxy; administered by Compensation Committee (includes Manson) . |
| 2025 Recognition & Retention Plan and Trust | 33,350 shares reserved (4% of conversion offering) | Restricted stock generally vests no faster than 20% per year; dividends on unvested awards held by Trust; full acceleration on death, disability, change in control | Individual non-employee director cap 5%; aggregate non-employee director cap 30% | Adopted by shareholders Sep 18, 2025; awards and timing not yet determined as of proxy . |
| Clawback/Forfeiture | SOX 304-based clawback language in both plans; Committee may require reimbursement after restatements | Forfeiture provisions apply under misconduct and restatements | N/A | Plan-level governance protections in place . |
| Performance Award Metrics (RRP) | Potential metrics include EPS, net income, ROA/ROE, efficiency ratios, loan production, non-performing loans, strategic objectives (cost, expansion, M&A, capital) | Committee must set goals within 90 days of performance period; certification required prior to vesting | Subject to plan share limits | No individual awards disclosed for Manson as of proxy . |
Other Directorships & Interlocks
- Other public company boards: None disclosed for Manson .
- Interlocks: ESOP trustee role gives Manson voting authority over unallocated ESOP shares (66,700 shares purchased at conversion; 8.0% of shares sold), with future allocation voting per participant instructions; until allocation, Manson votes unallocated shares (in aggregate according to participant-instructed ratios) . Combined CEO/Chair role on MGNO board (Hurley) noted by board with safeguards .
Expertise & Qualifications
- Audit/finance: Designated audit committee financial expert .
- Industry/operations: Civil construction management experience; local community and operational knowledge .
- Governance: Independent director; active committee participation (Audit Chair) .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | Holding Form | Notes |
|---|---|---|---|---|
| Jason L. Manson | 5,000 | Less than 1% (as disclosed) | IRA | Excludes ESOP shares; none of officers/directors’ shares are pledged as security . |
| Shares Outstanding (record date) | 833,750 | — | — | Annual meeting record date July 28, 2025 . |
| ESOP Trust | 66,700 (8.0% of conversion offering) | — | ESOP Trust (loan-backed) | As ESOP trustee, Manson votes unallocated shares; allocated shares voted per participant instructions; no allocations as of record date . |
Say-on-Pay & Shareholder Feedback
| Proposal (Sep 18, 2025 Annual Meeting) | For | Against | Abstain | Broker Non-votes |
|---|---|---|---|---|
| Elect Michael L. Hurley (Director) | 573,131 | 25,100 | — | 110,666 |
| Elect Jason L. Manson (Director) | 573,131 | 25,100 | — | 110,666 |
| Adopt 2025 Stock Option Plan | 488,957 | 25,900 | 83,374 | 110,666 |
| Adopt 2025 Recognition & Retention Plan | 488,957 | 25,900 | 83,374 | 110,666 |
| Ratify EisnerAmper LLP (2025 audit) | 681,333 | 27,564 | 0 | — |
| Say-on-Pay (NEO compensation) | 475,857 | 25,900 | 96,474 | 110,666 |
| Say-on-Pay Frequency | 287,119 (3 years) | 6,250 (2 years) | 193,389 (1 year) | 111,473 |
Governance Assessment
-
Positives
- Independent director with Audit Chair responsibilities and SEC “financial expert” designation; strong alignment with robust audit oversight .
- Clean independence determination; no pledge of shares; insider trading policy with pre-clearance and blackout periods .
- Shareholders supported both equity plans and Manson’s election by substantial “For” vote counts; say-on-pay passed .
-
Potential conflicts and monitoring points
- ESOP trustee role centralizes voting authority over unallocated ESOP shares (8.0%); while typical, it warrants monitoring for neutrality in contested matters until allocations occur .
- Combined CEO/Chair structure can diminish independent oversight; Board cites safeguards, but investors often prefer a separate Chair or strong Lead Independent Director; Manson’s Audit Chair role partially mitigates .
- Related-party loan policy exists for directors/officers at market terms; no specific transactions disclosed for Manson, but governance teams should monitor origination terms and adherence .
-
Compensation alignment signals
- 2024 director pay primarily cash ($6,600) with modest other comp ($2,000); no MGNO-level board fees currently, aligning with a conservative pay stance post-conversion .
- Equity plans include strict features: FMV exercise pricing, no repricing, SOX 304 clawbacks, and performance award capabilities—favorable governance design before grants are set .
RED FLAGS to watch: ESOP trustee voting concentration prior to allocation ; combined CEO/Chair structure . No evidence of pledging, option repricing, or related-party transactions specific to Manson as of latest proxy .