Michael L. Hurley
About Michael L. Hurley
Michael L. Hurley is Chairman of the Board, President and Chief Executive Officer of Magnolia Bancorp, Inc., and President & CEO of its wholly owned subsidiary Mutual Savings and Loan Association; he has led Mutual Savings since 1984 and chaired its board since 1993. He is age 77 and was disclosed as Chairman, President and CEO of Magnolia Bancorp since May 2004, bringing extensive banking management experience and deep knowledge of the Association to the board . Magnolia’s board leadership structure intentionally combines the CEO and Chairman roles, with the board citing unity of vision and strong regulatory safeguards; independent directors Andressen, Burkhalter, and Manson provide oversight and chair key committees . Insider trading is governed by a pre-clearance policy with blackout periods around earnings releases .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Magnolia Bancorp, Inc. | Chairman, President & CEO | Since May 2004 | Leads corporate strategy and oversight; brings banking industry expertise to the Board |
| Mutual Savings & Loan Association | President & CEO | Since 1984 | Long-tenured operating leadership; execution across credit, deposits, and local market presence |
| Mutual Savings & Loan Association | Chairman of the Board | Since 1993 | Governance leadership in highly regulated thrift environment |
External Roles
No external public company board roles were disclosed for Michael L. Hurley in the proxy statement .
Board Governance
- Board service history: Elected director at the Sept. 18, 2025 Annual Meeting with 573,131 votes for, 25,100 withheld, and 110,666 broker non-votes .
- Committee memberships: Committees are comprised of independent directors; Audit (Chair: Manson), Compensation (Chair: Andressen), Nominating & Corporate Governance (Chair: Burkhalter). Hurley is not listed as a member of these committees .
- Dual-role implications: The board explicitly supports combining CEO and Chairman to promote unity of vision and leverage the CEO’s operational knowledge; independence is supported by committee structure and regulatory oversight .
- Meeting attendance: The board met 7 times in 2024; no director attended fewer than 75% of meetings .
- Say-on-pay frequency: Shareholders selected a three-year frequency for compensation votes (Every 3 Years: 287,119; Every Year: 193,389; Every 2 Years: 6,250; Abstain: 111,473; Broker Non-votes: 110,666). The say-on-pay resolution and equity plans were approved .
Committee Membership Table
| Director | Audit | Compensation | Nominating & Corporate Governance |
|---|---|---|---|
| John H. Andressen | Member | Chair | Member |
| Peyton B. Burkhalter | Member | Member | Chair |
| Jason L. Manson | Chair | Member | Member |
Fixed Compensation
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Salary | $295,630 | $295,630 |
| Bonus | $0 | $0 |
| All Other Compensation (detail below) | $59,009 | $59,793 |
| Total | $354,639 | $355,423 |
All Other Compensation (FY 2024 detail):
- Automobile-related expenses: $24,076 (including $18,978 depreciation)
- Health & dental insurance premium differential: $22,905
- Profit-sharing employer contribution: $6,212
- Board fees: $6,600
Compensation approach: Set by the board based on local market competitiveness; no written bonus plan, though the company historically pays discretionary bonuses to employees .
Performance Compensation
| Incentive Type | Scope | Vesting | Performance Metrics | Notes |
|---|---|---|---|---|
| 2025 Stock Option Plan | Options for officers, employees, non-employee directors | No more rapid than 20% per year; accelerated upon death/disability/change in control | Not specified per individual; options priced at fair market value; repricing prohibited | Pool: 83,375 shares (10% of offering); max grant caps: employee 25%, non-employee director 5% (aggregate directors 30%) |
| 2025 Recognition & Retention Plan (RRP) | Restricted stock for officers, employees, non-employee directors | No more rapid than 20% per year; accelerated upon death/disability/change in control | Performance awards permitted; metrics include EPS, ROA/ROE, efficiency ratio, net interest spread, growth/strategic objectives | Pool: 33,350 shares (4% of offering) |
Notes:
- As of the Aug. 14, 2025 proxy, specific individual awards (numbers, dates) had not yet been determined; committee intended to act after shareholder approval .
- Dividends on unvested RRP shares are held in trust and paid when awards vest; RRP shares cannot be sold or voted until earned .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial ownership (Michael L. Hurley) | 36,687 shares, 4.4% of outstanding, held jointly with spouse; excludes son’s holdings; none pledged |
| Shares outstanding (record date) | 833,750 (July 28, 2025) |
| ESOP ownership | 66,700 shares (8.0%) purchased in conversion; unallocated as of the record date; trustee votes unallocated shares |
| Pledging/Hedging | None of the shares beneficially owned by executive officers and directors are pledged; insider trading policy requires pre-clearance and imposes blackout periods |
| Ownership guidelines | Not disclosed |
Employment Terms
| Term | Michael L. Hurley Details |
|---|---|
| Employment agreement date/term | Entered May 2024; initial term through Dec 31, 2026; auto-renew annually each Dec 31 unless 30-day prior notice not to extend |
| Base salary | $295,630; may be increased, not decreased without consent |
| Benefits/perquisites | 100% premiums for medical/dental for executive and spouse; Association-owned automobile with all expenses covered |
| Severance (pre-change in control) | Lump sum 2x annual cash compensation (highest salary plus average cash bonuses over prior two years) + up to 2 years continuation of insurance and benefits (or cash equivalent if coverage barred) |
| Severance (post-change in control) | Lump sum 3x annual cash compensation + up to 3 years continuation of insurance and benefits (or cash equivalent) |
| 280G excise/tax gross-up | Payments reduced to avoid 280G non-deductibility and 4999 excise tax; no tax gross-up |
| Non-compete / non-solicit | 12-month restriction on competitive activities and solicitation following termination |
| Clawback | SOX 304 automatic clawback and discretionary reimbursement for equity awards/options in case of accounting restatement due to misconduct |
| Termination for cause/other terms | No compensation/benefits after voluntary termination without good reason; none payable for death, disability, retirement, or termination for cause beyond amounts earned prior to termination |
Director Compensation
| Item | Detail |
|---|---|
| Magnolia Bancorp director fees | No additional fees beyond Association director fees; Association directors receive $550 monthly; in 2024, directors’ cash totals ranged from $6,600 to $8,600 (excluding Hurley and Cambre) |
| Hurley board fees | $6,600 included in All Other Compensation for FY 2024 |
Vesting Schedules and Insider Selling Pressure
| Plan | Vesting | Accelerated Vesting Triggers | Transfer/Forfeiture | Implications |
|---|---|---|---|---|
| Stock Option Plan | ≤20% per year; cumulative exercise; 10-year term (exceptions per disability/retirement/change in control) | Death, disability, change in control | Non-transferable (limited family transfers for NQ options); forfeiture for misconduct; repricing prohibited | Potential periodic vest-related supply post-grant; change-in-control acceleration could increase selling pressure; no repricing reduces option-holder relief risk |
| RRP (restricted stock) | ≤20% per year; dividends held until vest | Death, disability, change in control | Unvested shares cannot be sold, assigned, pledged or voted; forfeiture on termination | Vest-driven distribution could create incremental supply; performance awards enable pay-for-performance alignment if used |
Performance & Track Record
- Biography emphasizes decades of leadership at Mutual Savings and Magnolia Bancorp; specific TSR, revenue or EBITDA growth metrics are not disclosed in the proxy .
- The board notes risk oversight practices across credit, interest rate, liquidity, operational, strategic, cybersecurity, and reputational risk .
Say‑on‑Pay & Shareholder Feedback
- 2025 say-on-pay resolution approved at the Annual Meeting; shareholders supported adopting the Stock Option Plan and RRP .
- Say‑on‑pay frequency selected for every three years (vote tally provided above) .
Related Party Transactions & Red Flags
- Insider loans offered on substantially the same terms as to non-affiliates; no unfavorable features disclosed; governed by Section 22(h) of the Federal Reserve Act and applicable regulations .
- Family relationship disclosed: Hurley is father of director Robert M. Hurley; director independence assessed under OTCQB standards; compensation committee members are independent and not current/former officers .
Compensation Structure Analysis
- Mix skewed toward fixed cash and perquisites; no executive bonus paid to Hurley in 2023–2024; equity plans newly adopted in 2025 but awards to individuals not yet determined, limiting near-term equity-based at‑risk pay .
- Repricing prohibited in the stock option plan; RRP permits performance awards with broad banking metrics, allowing future pay‑for‑performance design if implemented .
- Severance/change-in-control economics are significant (2x/3x cash comp plus benefits), with 280G cutback to avoid excise tax; non-compete and clawback provisions mitigate risk .
Investment Implications
- Alignment: Hurley’s direct beneficial ownership of 36,687 shares (4.4%) and absence of any pledging support alignment and reduce forced‑sale risk; equity plans (options/RRP) introduce future at‑risk pay potential but individual grants were not yet set as of the proxy .
- Governance: Combined CEO/Chairman structure is offset by independent committee leadership and explicit board rationale; committee composition and independence meet OTCQB standards, though absence of a Lead Independent Director is noted .
- Retention and change‑in‑control: Employment agreement provides meaningful severance protections (2x pre‑CoC, 3x post‑CoC plus benefits), likely lowering immediate retention risk while creating potential costs under strategic transactions; 280G cutback limits tax inefficiency .
- Trading signals: Quarterly blackout windows and pre‑clearance reduce ad hoc trading; with no pledging and no disclosed grants yet, near‑term insider selling pressure appears limited, though future annual vesting of any granted options/RRP shares would create predictable supply events; change‑in‑control accelerations could increase supply .
- Pay-for-performance: Current disclosure shows no bonus plan for Hurley and no bonuses paid in 2024/2023; future use of RRP performance awards could tighten alignment with EPS/ROA/ROE/efficiency metrics if adopted .