Robert M. Hurley
About Robert M. Hurley
Robert M. Hurley, age 51, has served as a director of Magnolia Bancorp, Inc. since 1996 and is the owner of Hurley Homes, LLC, a homebuilding company in Covington, Louisiana, since 2003. He brings local real estate market expertise and serves as a member of the Audit Committee; he is the son of Chairman/CEO Michael L. Hurley, which the company explicitly discloses .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Magnolia Bancorp, Inc. (and predecessor Mutual Savings & Loan Association) | Director | Director since 1996 | Audit Committee member; real estate market expertise |
| Hurley Homes, LLC | Owner | Since 2003 | Homebuilding operations; local market insights |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Hurley Homes, LLC (private) | Owner | Since 2003 | Private company; no public company directorships disclosed |
Board Governance
- Committee assignments: Audit Committee member (not chair). Audit Committee chaired by Jason L. Manson; committee members include Andressen and Burkhalter; company identifies Robert as serving on Audit Committee .
- Independence: Company states independent directors are Andressen, Burkhalter, and Manson; Robert is not listed as independent and is the son of the Chairman/CEO (Michael L. Hurley) — a related-party relationship that can impair independence .
- Attendance: Board met seven times in 2024; no director attended fewer than 75% of board and committee meetings on which they served .
- Board leadership structure: CEO also serves as Chairman; board acknowledges potential conflicts and cites regulatory safeguards and executive sessions of independent directors; independent directors convene executive sessions per governance policies .
- Insider trading and blackout policy: Pre-clearance required; specified blackout periods around earnings; policy filed as Exhibit 19.0 to FY 2024 Form 10-K .
Fixed Compensation
| Component | Amount | Period/Notes |
|---|---|---|
| Director cash retainer (Mutual Savings & Loan Association) | $550 per month | Paid regardless of meeting attendance |
| Total director fees (Robert M. Hurley) | $6,600 | Year ended Dec 31, 2024 |
| Additional compensation for Magnolia Bancorp board service | None | No additional fees paid for Magnolia Bancorp board |
Performance Compensation
- Equity plans adopted by shareholders on September 18, 2025: 2025 Stock Option Plan (SOP) and 2025 Recognition & Retention Plan and Trust (RRP). Non-employee directors are eligible participants; individual grants had not been determined at proxy time .
| Plan Feature | SOP | RRP |
|---|---|---|
| Total shares reserved | 83,375 (10.0% of conversion offering) | 33,350 (4.0% of conversion offering) |
| Director grant caps | 5% per non-employee director; 30% in aggregate to non-employee directors | 5% per non-employee director; 30% in aggregate to non-employee directors |
| Vesting cadence | Generally no faster than 20% per year; cumulative; accelerated on death/disability or change in control | |
| Award type | Non-qualified options for non-employee directors; exercise price ≥ fair market value; prohibition on repricing | |
| Restricted stock vesting | Generally no faster than 20% per year; dividends held in trust until vesting; accelerated on death/disability or change in control | |
| Clawback | Forfeiture aligned to SOX 304; discretionary reimbursement on restatement | |
| Timing | Plans adopted by board July 24, 2025; shareholder approval Sept 18, 2025 |
Performance metrics (plan-level; used for performance awards under RRP if designated):
| Metric Category | Examples (per plan) |
|---|---|
| Earnings-based | Basic/diluted EPS, cash EPS, net income, cash earnings |
| Efficiency | G&A to average assets, efficiency ratio, cash efficiency ratio |
| Returns | ROAA, cash ROAA, ROAE, cash ROAE, ROTE, cash ROTE |
| Operating | Core earnings, operating income, operating efficiency ratio |
| Banking | Net interest spread, loan production volume, non-performing loans |
| Strategic | Cost targets, business expansion, M&A goals, capital raising/management |
Note: No individual grants or performance targets for Robert M. Hurley were disclosed at the time of the proxy or the annual meeting .
Other Directorships & Interlocks
| Company | Role | Interlocks/Conflicts |
|---|---|---|
| None disclosed | — | No public company boards disclosed; familial relationship: son of Chairman/CEO (Michael L. Hurley) |
Expertise & Qualifications
- Local real estate market expertise from homebuilding operations; ties to community relevant to bank’s lending and market footprint .
- Audit Committee service indicates governance engagement on financial reporting and internal controls .
- No formal designation as “financial expert” for Robert; committee identifies Manson as SEC-defined Audit Committee financial expert .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | Notes |
|---|---|---|---|
| Robert M. Hurley | 5,000 | <1% | Held jointly with spouse; excludes father’s holdings and 10,000 shares held by father-in-law; no pledging disclosed |
Governance Assessment
- Independence risk: Robert is not identified by the company as an independent director and is the son of the Chairman/CEO (Michael L. Hurley), presenting a clear related-party relationship and potential conflict in oversight — a red flag for board independence and investor confidence .
- Committee role: Audit Committee membership provides exposure to controls and financial reporting; however, chair and designated financial expert roles are held by other directors (Manson), limiting Robert’s formal governance authority .
- Attendance and engagement: Board held seven meetings in 2024 with no director under 75% attendance, indicating baseline engagement; more granular attendance percentages for Robert were not disclosed .
- Pay structure signals: Modest fixed cash fees ($6,600 in 2024) and no Magnolia board fees suggest low guaranteed compensation; adoption of SOP and RRP introduces future equity-based, at-risk compensation for directors with vesting and clawbacks, which can strengthen alignment if grants are made and performance conditions are applied .
- Related-party exposure: Company permits director/officer loans only on market terms per regulation; no specific related-party transactions tied to Robert disclosed (beyond general policy), but familial tie warrants ongoing monitoring; no share pledging reported for directors .
- Shareholder sentiment: 2025 say-on-pay received 475,857 votes for vs. 25,900 against (96,474 abstain; 110,666 broker non-votes); advisory frequency vote favored every three years, indicating baseline support but room for engagement as equity plans are implemented .
- Additional RED FLAGS: CEO-Chair dual role acknowledged by board; familial relationship on the board; independence limited to three directors; monitor future director equity grants for any preferential treatment or accelerated vesting absent performance triggers .