Irma L. Tuder
About Irma L. Tuder
Independent director since 2018 (Bank director since 2018); age 63. Audit Committee Chair and designated financial expert, with deep background in accounting, financial management, and federal government contracting. Founder, former CEO and Board Chair of Analytical Services, Inc. (ASI), sold to Arctic Scope Regional Corporation Federal Holding Company in 2007; BBA in Accountancy (University of Notre Dame) and MBA (Troy State University, Montgomery) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Analytical Services, Inc. (ASI) | Founder, CEO, Board Chair | Led until sale in 2007 | Built nationally recognized federal services firm; led sale to Arctic Scope Regional Corporation Federal Holding Company |
| Private industry | Controller | 5 years | Financial controls and reporting |
| Public accounting | Accountant | 5 years | Audit/accounting foundation |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Notre Dame Institute for Latino Studies | Advisory Council Member | Not disclosed | Civic/academic engagement |
| HudsonAlpha Institute for Biotechnology | Board of Directors | Not disclosed | Biotech governance exposure |
| University of Alabama in Huntsville (UAH) Foundation | Board Member | Not disclosed | Philanthropy/finance oversight |
| UAH Business School | Advisory Board Member | Not disclosed | Business education oversight |
Board Governance
- Committee assignments: Audit Committee Chair (financial expert); Corporate Governance & Nominations Committee member; independent director status confirmed by Board’s annual review .
- Board leadership: Lead Independent Director is James J. Filler; executive sessions of independent directors are held regularly; Audit Committee meets separately with auditors .
- Attendance and engagement: Board held 8 meetings in 2024; each director attended at least 75% of Board and applicable committee meetings; all directors attended the 2024 annual meeting via webcast. Audit Committee held 4 meetings; Compensation Committee 4; CG&N Committee 2 .
- Oversight: Audit Committee oversees financial reporting integrity, internal controls, cybersecurity, auditor selection, and related-party transaction approvals .
- Stock ownership/insider policies: No formal ownership guidelines due to high ownership levels; prohibitions on hedging and pledging with limited-case pledging approvals; executive sessions without management .
Fixed Compensation
| Item | Amount | Source |
|---|---|---|
| Annual Director Retainer (2024) | $50,000 | 2024 schedule |
| Audit Committee Chair Fee (2024) | $15,000 | 2024 schedule |
| Audit Committee Member Fee (2024) | $8,000 | 2024 schedule |
| CG&N Committee Member Fee (2024) | $4,000 | 2024 schedule |
| Committee Chair Fee – CG&N (not applicable to Tuder) | $9,000 | 2024 schedule |
| Compensation Committee fees (not applicable to Tuder) | Member $6,000; Chair $10,000 | 2024 schedule |
| Director-Specific Cash Fees (2024) | Amount | Notes |
|---|---|---|
| Fees Earned or Paid in Cash | $77,000 | Matches retainer + Audit Chair + Audit member + CG&N member |
| Huntsville Advisory Board Fees | $6,300 | Additional regional advisory service |
Performance Compensation
| Equity Award (Director) | Grant Date | Shares | Fair Value | Vesting |
|---|---|---|---|---|
| Time-based Restricted Stock | May 20, 2024 | 921 | $59,976 (at $65.12/sh) | One-year vesting term; outstanding at 12/31/24 |
Director equity is time-based only; no performance (PSU) components or director-specific incentive metrics disclosed for non-employee directors .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards | None disclosed for Ms. Tuder |
| Company-level compensation committee interlocks | None; committee members independent; no cross-director employment relationships noted |
Expertise & Qualifications
- Audit Committee financial expert; extensive experience in strategic planning, executive leadership, financial management, and operations .
- Education: BBA (Accountancy) – University of Notre Dame; MBA – Troy State University in Montgomery .
- Sector exposure: Federal services and technology solutions via ASI; biotech governance via HudsonAlpha; academic/civic boards .
Equity Ownership
| Holder | Total Beneficial Ownership | % of Shares Outstanding | Breakdown |
|---|---|---|---|
| Irma L. Tuder | 87,365 | <1% (*) | Includes vested option to purchase up to 25,000 shares (granted 10/15/2018); 43,215 shares owned by Tuder Family, LLC; 14,586 shares owned by Jackie Ray Tuder 2012 Irrevocable Trust (trustee: Ms. Tuder) |
| Pledging/Hedging | No pledges disclosed for Ms. Tuder; company prohibits hedging and restricts pledging subject to approval |
Governance Assessment
- Strengths:
- Independent director; Audit Chair and financial expert—supports board effectiveness in financial oversight and cybersecurity risk review .
- Active engagement with at least 75% attendance; monthly loan committee participation via Bank’s structure enhances credit risk oversight .
- Alignment via equity grants; high director/executive ownership; clawback policy adopted per SEC/NYSE requirements .
- Robust related-party transaction policy with Audit Committee and Board review; 2024 aggregate related-party loans were ordinary course with no adverse classifications .
- Watch items / potential red flags:
- Company allows limited pledging with compliance officer approval; other directors disclosed pledged shares (not Tuder)—policy could present alignment optics risk in stress scenarios .
- No formal stock ownership guidelines (Board cites high ownership as rationale); could be revisited with future board/management changes .
- Discretionary bonuses to executives in 2024 despite plan underperformance on EPS and deposit growth; while below targets, awards were granted—investor optics for pay-for-performance should be monitored (director vote on say-on-pay had high approval in 2024) .
Insider Trades and Section 16 Compliance
| Item | Disclosure |
|---|---|
| Section 16(a) filings (2024) | All officers/directors timely filed; exception noted for Mr. Abbott; no Tuder delinquencies disclosed |
For Form 4 transaction details by Ms. Tuder, consult SEC EDGAR; the proxy does not enumerate specific transactions .
Committee Assignments Summary (2024)
| Committee | Role | 2024 Meetings | Key Oversight Areas |
|---|---|---|---|
| Audit | Chair; Financial Expert | 4 | Financial reporting integrity, internal controls, cybersecurity, auditor selection, related-party transactions |
| Corporate Governance & Nominations | Member | 2 | Director nominations, board evaluation, governance policies, continuing education |
Director Compensation Mix (2024)
| Component | Amount | Notes |
|---|---|---|
| Cash (retainers + committee fees) | $77,000 | Director retainer + Audit Chair and member + CG&N member |
| Equity (time-based RS) | $59,976 | 921 shares at $65.12; one-year vest |
| Other compensation (advisory board) | $6,300 | Huntsville advisory board fees |
| Total | $143,276 | Sum of components |
Related-Party Exposure (Board-level)
| Item | Disclosure |
|---|---|
| Aggregate indebtedness of directors/executives (to Bank) as of 12/31/24 | ~$42.4 million; equals 2.6% of total equity capital; on market terms; no past due/nonaccrual/TDRs disclosed |
| Approval/Policy | CFO reports potential related-party transactions to Audit Committee; Audit Committee and Board approve per policy |
Say-on-Pay & Shareholder Feedback (Context)
| Item | Result |
|---|---|
| 2024 Say-on-Pay approval | ~97.3% of votes cast approved NEO compensation |
| Frequency | Annual say-on-pay (per 2017 and 2023 shareholder preference) |
Expertise & Qualifications (Board Quality Signals)
- Financial/accounting depth; audit chair role and FE designation .
- Strategic planning and federal contracting experience via ASI; governance roles across biotech and academia .
- Supports risk oversight across credit/cybersecurity and financial reporting .
Overall, Ms. Tuder exhibits strong governance credentials and independence, with clear audit leadership. Watch the company’s limited pledging policy and the use of executive discretion in incentive outcomes for broader governance optics; neither issue is specific to her but relevant to investor confidence .