Darrell Rains
About Darrell Rains
Darrell Rains is Chief Financial Officer of Security Federal Corporation and Security Federal Bank, appointed effective July 2020; he is a Certified Public Accountant with over 30 years of banking industry experience and was age 68 as of December 31, 2024 . Prior roles include CFO of Southeastern Bank Financial Corporation (2005–2017), CFO of Woodside Communities (2017–2019), and Executive Vice President overseeing Insurance, Mortgage and Trust Services at Security Federal Bank (June 2019–July 2020) . Company performance context during his tenure: net income was $8.843 million in 2024 vs. $10.190 million in 2023 and $10.228 million in 2022; cumulative total shareholder return (TSR) for a $100 investment stood at $90.90 (2024), $75.32 (2023), and $81.52 (2022) . Rains presents management’s performance charts at annual meetings (2024 and 2025), underscoring his role in communicating financial outcomes to shareholders .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Southeastern Bank Financial Corporation (and successors) | Chief Financial Officer | 2005–2017 | Led finance at a regional banking group, contributing to long-term financial stewardship |
| Woodside Communities (Woodside Development L.P.) | Chief Financial Officer | 2017–2019 | Oversaw finance at a real estate development enterprise |
| Security Federal Bank | Executive Vice President, Insurance/Mortgage/Trust Services | Jun 2019–Jul 2020 | Ran key non-interest businesses prior to promotion to CFO |
External Roles
No public company board roles or external directorships disclosed for Rains .
Fixed Compensation
Not disclosed for Rains in recent proxy statements; he is not listed among the named executive officers in the Summary Compensation Tables (which cover CEO, President, and Bank President) .
Performance Compensation
Security Federal operates a Senior Management Incentive Compensation Plan with a formula-based cash incentive tied to key operating ratios, position level multipliers, and individual performance adjustments; participation is approved annually by the Board. For 2024, named executive officers participated, but Rains’ participation is not specifically disclosed . Plan mechanics (company-wide framework) are as follows :
- Base salary × percentage base award × sum of formula percentages for applicable performance measures × position level multiplier × individual performance adjustment .
- Minimum Bank performance threshold required for any payout .
Equity Ownership & Alignment
- Beneficial ownership disclosure tables in the 2025 proxy list directors and named executive officers; Rains is not included, and his personal shareholdings are not disclosed in the proxy .
- Insider trading policy prohibits short-term trading by directors, officers and employees; policy filed as an exhibit to the 2024 Form 10‑K .
Employment Terms
| Term | Provision | Source |
|---|---|---|
| Role and Appointment | Promoted to Company and Bank CFO, announced June 9, 2020 and effective July 2020 | |
| Change-in-Control Severance | If, within 6 months before or 24 months after a change in control, Rains experiences an involuntary termination, he receives (i) salary through termination including pro rata incentive, and (ii) a lump-sum cash payment equal to 1.2× annual base salary (subject to release and regulatory conditions) | |
| Trigger Mechanics | Requires both change in control and involuntary termination (double-trigger); includes detailed definitions of “Involuntary Termination” and “Termination for Cause” | |
| Restrictive Covenants | One-year restriction period commencing on date of termination (scope defined in agreement) | |
| Regulatory Constraints | Payments subject to FDIA §1828(k) and FDIC 12 C.F.R. Part 359 golden parachute restrictions | |
| Temporary/Permanent Suspension | Obligations can be suspended or terminated under FDIA Section 8 orders; vested rights preserved as specified | |
| Joint and Several Obligations | Obligations to employee are joint and several between Company and Bank; no duplicative benefits; binding arbitration provision |
Company Performance (Alignment Context)
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Net Income ($) | 10,228,000 | 10,190,000 | 8,843,000 |
| Value of $100 Investment (TSR) | 81.52 | 75.32 | 90.90 |
Investment Implications
- Retention risk appears moderate: Rains has a double-trigger CIC severance set at 1.2× base salary, which is conservative versus market norms and should not unduly incentivize departure absent a transaction; payments are constrained by FDIC golden-parachute rules, adding discipline .
- Alignment transparency is limited: Rains’ personal share ownership, pledging, hedging, or equity award history is not disclosed in recent proxies; monitoring Form 4 filings and future proxies is prudent to assess insider selling pressure and ownership alignment .
- Cash vs. equity mix: Company NEO disclosures emphasize salary, pension value changes, and cash plan incentives; lack of equity grant disclosure suggests a relatively cash-heavy system, which may reduce long-term equity alignment for non-NEOs like the CFO unless future awards are made .
- Performance backdrop: Net income declined in 2024 vs. prior years, while TSR improved vs. 2023; expect compensation committees to calibrate incentive targets to profitability and capital constraints, with the CFO central to execution on balance sheet, funding costs, and asset quality .
- Governance and trading controls: Insider trading policies (including prohibition on short-term trading) and board oversight of related-party lending reduce the risk of misalignment or abusive practices for senior officers .