John H. Andressen
About John H. Andressen
Independent director of Magnolia Bancorp (MGNO); age 65 as of June 30, 2025; retired; previously Manager of PJ’s Coffee of New Orleans (July 2015–March 2023). Director since 1997 (Mutual Savings & Loan service included in tenure); brings employee management expertise; determined independent by the Board under OTCQB Standards. Serves as Vice Chairman of the Board (per 8-K execution blocks).
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| PJ’s Coffee of New Orleans | Manager | Jul 2015–Mar 2023 | Human resource and employee management experience brought to MGNO board |
External Roles
- Proxy biography does not list any other public company directorships for Andressen.
Board Governance
- Committee assignments and chair roles:
- Audit Committee: Member; Audit Committee chaired by Jason L. Manson; Board identified Manson as SEC-defined financial expert.
- Compensation Committee: Chair; also member alongside Burkhalter and Manson.
- Nominating & Corporate Governance Committee: Member.
- Independence: Andressen determined independent (OTCQB Standards).
- Attendance: In 2024, Board held 7 meetings; committees established Nov 2024 and did not meet in 2024; no director attended fewer than 75% of Board and committee meetings.
- Board leadership: CEO Michael L. Hurley is Chairman; Board acknowledges potential conflicts but cites safeguards; no Lead Independent Director disclosed.
- Executive sessions: Governance policies include convening executive sessions of independent directors.
Fixed Compensation
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Monthly director fee (Mutual Savings & Loan Association) | $550 | $550 |
| Total cash director fees (year) | $6,600 (listed as “Joseph H. Andressen”) | $6,600 (listed as “Joseph H. Andressen”) |
| MGNO board fees | No additional fees paid for MGNO; directors also serve as Mutual S&L directors | No additional fees paid for MGNO; directors also serve as Mutual S&L directors |
| Meeting/committee fees | Not disclosed (monthly fee regardless of attendance) | Not disclosed (monthly fee regardless of attendance) |
Notes:
- Director fees are paid by Mutual Savings & Loan Association; MGNO does not pay additional board fees at present.
- The Mutual S&L board met 12 times in 2024 (and 2023 previously); monthly fee paid regardless of attendance.
Performance Compensation
- Equity plans approved by shareholders (9/18/2025); specific grants not yet determined as of the proxy/8-K disclosures.
| Plan Feature | Stock Option Plan (2025) | Recognition & Retention Plan (2025) |
|---|---|---|
| Shares reserved | 83,375 (10% of conversion shares) | 33,350 (4% of conversion shares) |
| Eligible participants | Officers, employees; non-employee directors eligible only for non-qualified options | Officers, employees, non-employee directors |
| Director individual limit | ≤5% of plan shares | ≤5% of plan shares |
| Aggregate director limit | ≤30% of plan shares | ≤30% of plan shares |
| Vesting schedule | Generally no faster than 20% per year; cumulative; accelerated on death/disability/change-in-control | Restricted stock, generally no faster than 20% per year; accelerated on death/disability/change-in-control |
| Exercise price / dilution | ≥ fair market value at grant; no repricing permitted | Shares purchased in market or issued; issuance dilutive to vote/book value/EPS |
| Clawback | SOX 304 clawback and discretionary reimbursement provisions | SOX 304 clawback and discretionary reimbursement provisions |
| Dividends on unvested awards | N/A | Held in trust, paid proportionately upon vesting |
| Administration | Compensation Committee (Andressen, Burkhalter, Manson) | Compensation Committee administers; Andressen and Burkhalter initial trustees |
Performance award criteria (RRP):
- Committee may grant performance awards with metrics including EPS (basic/diluted), cash earnings, net income, efficiency ratio, ROA/ROE/tangible ROE, net interest spread, loan production, non-performing loans, cash flows, strategic objectives (cost targets, expansion, M&A, capital raising/management).
Other Directorships & Interlocks
- No other public company boards disclosed in the proxy biography for Andressen; principal occupation: retired; prior retail management.
Expertise & Qualifications
- Employee management expertise from retail operations; tenure on board since 1997; independent status; member of Audit Committee (with financial expert identified as Manson).
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | Notes |
|---|---|---|---|
| John H. Andressen | 5,000 | <1% | Held jointly with spouse; no pledging disclosed |
| Shares outstanding (record date) | 833,750 | — | Record date July 28, 2025 |
- ESOP holdings: 66,700 shares (8.0%); as of 7/28/2025, no shares allocated to participants; trustee voting mechanics described (Manson as trustee).
- Group ownership (all directors/executives): 56,687 shares (6.8%).
Say-on-Pay & Shareholder Feedback
| Proposal | For | Against | Abstain | Broker Non-votes |
|---|---|---|---|---|
| 2025 Stock Option Plan (Proposal 2) | 488,957 | 25,900 | 83,374 | 110,666 |
| 2025 Recognition & Retention Plan (Proposal 3) | 488,957 | 25,900 | 83,374 | 110,666 |
| Ratify Auditor (Proposal 4) | 681,333 | 27,564 | 0 | — |
| Say-on-Pay (Proposal 5) | 475,857 | 25,900 | 96,474 | 110,666 |
| Say-on-Pay Frequency | Every 3 Years: 287,119 | Every 2 Years: 6,250 | Every Year: 193,389; Abstain: 111,473; Broker Non-votes: 110,666 | — |
- Directors elected (Hurley, Manson) on 9/18/2025; quorum 708,897 of 833,750 shares.
Related Party Transactions and Policies
- Insider loans: Mutual Savings & Loan Association extends credit to directors/officers/families on substantially the same terms as to non-affiliated parties; no preferential features; governed by Section 22(h) of the Federal Reserve Act.
- Section 16(a) compliance: Company reports directors/officers complied for year ended Dec 31, 2024; no 10% owners known.
Employment & Contracts (Director Context)
- Vice Chairman of the Board role noted in 8-K execution (Andressen signer).
- CFO transition: 9/18/2025 8-K records resignation of CFO Cambre; Andressen co-signed as Vice Chairman; new CFO appointed (Donice Wagner).
Governance Assessment
- Strengths:
- Clear committee structure with independent members; Compensation Committee chaired by Andressen; Audit Committee includes SEC-defined financial expert (Manson).
- Equity plans include clawback provisions and prohibit option repricing; vesting generally paced at 20%/year with well-defined change-in-control treatment.
- Shareholder support for equity plans and say-on-pay in 2025 appears solid.
- Watch items:
- Combined CEO/Chairman governance structure; Board acknowledges potential conflicts and cites regulatory safeguards; absence of disclosed Lead Independent Director could be a concern for some investors.
- Dual roles: Andressen chairs Compensation Committee and is an initial trustee of the RRP Trust administering director awards, which may increase perceived conflict risk despite committee independence and plan limits.
- Director fee structure is modest and paid by subsidiary; MGNO does not pay additional board fees, which may limit alignment with parent public shareholders until equity grants are made under newly adopted plans.
RED FLAGS (monitor): Potential structural conflicts from CEO-Chair combination and Compensation Chair serving as RRP trustee; ensure robust independent oversight and transparent grant allocations to non-employee directors under 2025 plans.
Notes on Data Gaps
- Education, detailed ownership guideline compliance, hedging/pledging policies by individual director, and Form 4 trading history for Andressen are not disclosed in the cited filings; beneficial ownership shows no pledged shares.
- Specific director equity grant amounts, grant dates, and performance metrics tied to Andressen’s awards are not yet determined in filings post-plan approval.