Peyton B. Burkhalter
About Peyton B. Burkhalter
Independent director of Magnolia Bancorp (MGNO), age 56 as of June 30, 2025, serving since 2012. Background includes practicing attorney (Law Office of Peyton Burkhalter, since Oct 1995) and general contractor (DEPP Construction Company LLC, since Apr 2003), bringing legal and local homebuilding expertise to the board. Determined independent under OTCQB Standards; currently chairs the Nominating & Corporate Governance Committee and serves on the Audit and Compensation Committees .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Law Office of Peyton Burkhalter | Attorney | Oct 1995–present | Legal expertise benefitting governance |
| DEPP Construction Company LLC (Mandeville, LA) | General Contractor | Apr 2003–present | Local real estate/homebuilding insights |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| None disclosed (public company boards) | — | — | No other public company directorships disclosed |
Board Governance
- Committee assignments: Audit Committee member; Compensation Committee member; Nominating & Corporate Governance Committee chair . Audit Committee membership and chair confirmation: Jason L. Manson (Chair), John H. Andressen, Peyton B. Burkhalter .
- Independence: Board determined Andressen, Burkhalter, Manson are independent under OTCQB Standards .
- Attendance: In 2024, Board held 7 meetings; no director attended fewer than 75% of Board and committee meetings on which he served; Magnolia committees did not meet during 2024 (established Nov 2024) .
- Board leadership: CEO also serves as Chair; board cites regulated nature of operations and existing safeguards to mitigate potential conflicts .
- Director fees framework: Directors of Mutual Savings & Loan Association receive $550 monthly regardless of meeting attendance; no additional fees for service on Magnolia Bancorp’s board .
| Shareholder Vote (Sept 18, 2025) | 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 auditor) | 681,333 | 27,564 | 0 | — |
| Say-on-Pay (NEOs) | 475,857 | 25,900 | 96,474 | 110,666 |
| Say-on-Frequency (NEO pay) | 3 Years: 287,119 | 2 Years: 6,250 | 1 Year: 193,389 | Abstain: 111,473 |
Fixed Compensation
| Component | FY2024 Amount | Notes |
|---|---|---|
| Monthly director fee (Mutual Savings & Loan) | $550 | Paid regardless of meeting attendance; 12 meetings held in 2024 |
| Annual cash retainer (Mutual Savings & Loan) | $6,600 | 12 × $550 |
| All other compensation | $40 | As reported in director compensation table |
| Magnolia Bancorp board fees | $0 | No additional director fees for Magnolia board |
| Committee chair/member fees | — | Not disclosed; no separate fees indicated |
| Meeting fees | — | Not disclosed; monthly stipend replaces per-meeting fees |
Performance Compensation
- Equity plans adopted Sept 18, 2025; non-employee directors eligible for non-qualified options (Stock Option Plan) and restricted stock/performance awards (Recognition & Retention Plan). Specific grants to directors were not determined at proxy time; none disclosed by name or amount to date .
- Vesting and triggers:
- Options: vest no faster than 20% per year starting 1 year after grant; full acceleration upon death, disability, or change in control; term up to 10 years; no repricing permitted .
- Restricted stock (RRP): earn no faster than 20% per year; dividends on unvested awards held in trust; full acceleration upon death, disability, or change in control .
- Clawback/forfeiture: Sarbanes-Oxley 304 automatic clawback on restatement due to misconduct; committee may require reimbursement of gains; causes for forfeiture defined .
| Potential Performance Metrics (RRP Performance Awards) | Plan Reference |
|---|---|
| EPS (basic/diluted), cash EPS | |
| Net income, cash earnings | |
| Net interest income, non-interest income | |
| Efficiency ratio, cash efficiency ratio | |
| ROAA, ROAE, tangible ROE (and cash variants) | |
| Operating income, operating efficiency ratio | |
| Net interest spread, loan production volume | |
| Non-performing loans, cash flows | |
| Strategic goals (cost targets, business expansion, M&A, capital raising/management) |
Other Directorships & Interlocks
| Person | Other Public Boards | Private/Non-Profit Boards | Interlocks/Notes |
|---|---|---|---|
| Peyton B. Burkhalter | None disclosed | Not disclosed | Trustee of the RRP Trust with Andressen; Compensation Committee administers RRP—oversight role intersects with award governance |
Expertise & Qualifications
- Legal practice and contractor background provide regulatory awareness and local market insights useful for risk and lending policy oversight .
- Independent director; chairs Nominating & Corporate Governance—responsible for board composition and governance framework .
- Audit Committee member; board recognizes sufficient expertise across members; “financial expert” designation applied to Manson; Burkhalter participates in audit oversight .
Equity Ownership
| Metric | Value | Notes |
|---|---|---|
| Common shares beneficially owned | 5,000 | Held jointly with spouse |
| Ownership % of outstanding | <1% | Company had 833,750 shares outstanding on record date |
| Shares pledged as collateral | 0 (none pledged) | Applies to all executive officers and directors |
| ESOP voting context | ESOP 66,700 shares (8.0%); trustee voting details (Manson) | Not directly Burkhalter, but relevant to governance voting blocks |
Insider Trades and Section 16 Compliance
- Section 16(a) compliance: Based on review, all officers and directors complied with reporting requirements for 2024; no delinquent filings reported .
- Form 4 activity: No insider trades for “Peyton Burkhalter” found between 2024-11-20 and 2025-11-20 (insider-trades skill query executed Nov 20, 2025).
Governance Assessment
- Board effectiveness: Burkhalter holds consequential governance roles (chair of Nominating & Corporate Governance; member of Audit and Compensation), supporting oversight of director selection, audit processes, and pay practices .
- Independence & attendance: Independent under OTCQB Standards with acceptable attendance (>75%) in 2024; indicates engagement despite committees not meeting in 2024 (timing of establishment) .
- Compensation alignment: Modest fixed cash fee ($6,600 in 2024) with no Magnolia board fee suggests conservative director pay; adoption of stock option and RRP plans introduces equity-based alignment but requires vigilant administration to avoid excessive dilution; non-employee directors eligible for awards, with robust clawback/no-repricing provisions .
- Potential conflicts and RED FLAGS:
- CEO/Chair duality noted by board as mitigated by regulation—still a governance sensitivity .
- RRP Trust trustees include Burkhalter; Compensation Committee (including Burkhalter) administers equity plans—ensure clear policies for director self-awards and transparent disclosures to mitigate perceived conflicts (monitor initial grant allocations) .
- Related-party lending policy conforms to regulatory terms; no preferential loans or unfavorable features disclosed—low conflict risk from credit relationships .
- Pledging/hedging: Shares are not pledged; insider trading policy requires pre-clearance and imposes blackout periods—mitigates trading risks .
- Shareholder signals: Strong approval for auditor ratification and majority support for stock plans and say-on-pay; frequency vote set to three years, signaling moderate investor confidence in pay governance cadence .
Implication: Burkhalter’s governance footprint is substantial and aligned with independence; the new equity plans add alignment potential but heighten the need for rigorous committee processes and transparent grant disclosures to maintain investor confidence.