Frampton W. Toole, III
About Frampton W. Toole, III
Frampton W. Toole, III is an independent director of Security Federal Corporation (SFDL) and Security Federal Bank, serving since 2019; he is 70 years old as of December 31, 2024, with his current term running to 2028 assuming re‑election . He is an attorney in private practice at Toole and Toole, Attorneys (Aiken, SC) for over 44 years, focused on real estate, probate, and commercial law; he is retired from the U.S. Army Reserve Judge Advocate General’s Corps after 27+ years (rank: Lieutenant Colonel), and serves on the Board of Trustees of the Aiken Land Conservancy . The proxy identifies him as independent under Nasdaq rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| United States Army Reserve (JAG Corps) | Judge Advocate General’s Corps officer; retired LTC | 27+ years | Legal leadership; military legal service |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Toole and Toole, Attorneys (Aiken, SC) | Attorney (real estate, probate, commercial law) | 44+ years | Private practice |
| Aiken Land Conservancy | Board of Trustees member | Current | Community engagement and governance |
Board Governance
| Body | Committee | Role | Chair? | 2024 Meetings |
|---|---|---|---|---|
| Security Federal Corporation | Executive | Member | Chair: Timothy W. Simmons | 3 |
| Security Federal Corporation | Audit | Member | Chair: Thomas L. Moore | 15 |
| Security Federal Corporation | Compensation (also Stock Option) | Member | Chair: Timothy W. Simmons | 0 (did not meet; comp made at Bank) |
| Security Federal Corporation | Proxy | Member | Chair: Timothy W. Simmons | 1 |
| Security Federal Corporation | Nominating | Member | Chair: Timothy W. Simmons | 1 |
| Security Federal Bank | Executive | Member | Chair: J. Chris Verenes | 44 |
| Security Federal Bank | Loan | Member | Chair: J. Chris Verenes | 47 |
| Security Federal Bank | Audit | Member | Chair: Thomas L. Moore | 15 |
| Security Federal Bank | Trust | Member | Chair: J. Chris Verenes | 26 |
| Security Federal Bank | Investment | Member | Chair: J. Chris Verenes | 12 |
- Independence: Toole is “independent” under Nasdaq rules applied by SFDL .
- Board meetings: Security Federal Corporation board held 16 meetings in 2024; the Bank board met 15 times .
- Attendance: No director attended fewer than 75% of board and committee meetings except Mr. Clyburn (absences excused) .
- Annual meeting attendance: All directors attended the 2024 annual meeting except Mr. Clyburn .
Fixed Compensation
| Year | Fees Earned or Paid in Cash ($) | All Other Compensation ($) | Total ($) |
|---|---|---|---|
| 2024 | 89,400 | — | 89,400 |
Director fee structure (Bank):
- Bank board director fee: $2,750 per month
- Executive Committee member fee: $2,625 per month (no fee for Verenes/Lindburg)
- Audit Committee member fee: $1,508 per meeting; Audit Committee Chair receives $367 per month
- Trust and Investment Committee member fee: $567 per month
- No fees for Bank Compensation or Loan Committees
Security Federal Corporation does not compensate directors; all fees are paid by Security Federal Bank for service to the Bank .
Performance Compensation
| Component | 2024 Status |
|---|---|
| Stock awards (RSUs/PSUs) | None for directors listed |
| Option awards | None for directors listed |
| Non‑equity incentive plan comp | None for directors listed |
Other Directorships & Interlocks
- Disclosed external roles include Aiken Land Conservancy Board of Trustees; no public company directorships are described in the proxy biography for Toole .
Expertise & Qualifications
- Legal expertise in real estate, probate, and commercial law; organizational skills; community involvement .
- Military legal experience; retired LTC from U.S. Army Reserve JAG Corps .
- Independent director; serves across key oversight committees including Audit, Compensation (corp), Nominating, Proxy, Executive, and Bank’s Audit/Loan/Trust/Investment .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Shares Outstanding |
|---|---|---|
| Frampton W. Toole, III | 153,650 | 4.82% |
Notes:
- Beneficial ownership includes forms defined under SEC Rule 13d‑3 (e.g., spousal, trust, retirement accounts where voting/investment power exists) .
- Not listed among directors/officers with employee loan program balances exceeding $120,000 in 2024/2023 (table shows Verenes, Lindburg, Alexander) .
Governance Assessment
Strengths
- Broad committee coverage across both the corporation and bank, including Audit, Executive, Nominating, Proxy, Trust, Investment, and Loan, indicating deep engagement in risk oversight and operations .
- Independent status under Nasdaq rules and at least 75% attendance threshold met, supporting board effectiveness .
- Meaningful share ownership (4.82% of outstanding), aligning economic interests with shareholders .
Risk Indicators and Considerations
- Director compensation is entirely cash with no equity grants, which may reduce direct annual equity-based alignment compared to boards that use director RSUs; alignment is instead via personal holdings .
- Related‑party lending exposure exists at the institution level (aggregate loans to employees/officers/directors ≈ $5.5M, 3.0% of equity), though governed by Regulation O and internal policies; Toole not individually listed in >$120k loan table .
- Heavy committee workload (e.g., Bank Executive 44 meetings; Loan 47; Audit 15; Trust 26; Investment 12) demands significant director time; while signaling robust oversight, it raises execution risk if not well coordinated .
Compensation Committee Context
- Corporation’s Compensation Committee (member: Toole) did not meet in 2024, with compensation decisions primarily handled by the Bank’s Compensation Committee (which met 10 times) .
- Independence: All Compensation Committee members are independent under Nasdaq except Mr. Simmons .
- Use of independent compensation consultants is not disclosed in the proxy.
Shareholder Votes and Feedback
- Board recommends voting FOR the advisory say‑on‑pay proposal and director slate (including Toole for a term ending 2028) .