Frank M. Thomas, Jr.
About Frank M. Thomas, Jr.
Independent director of Security Federal Corporation (SFDL). Age 78 (as of Dec 31, 2024), director since 2008, and retired banker with decades of commercial lending and market leadership experience at Security Federal Bank. He is deemed independent under Nasdaq standards as applied by the company. He previously served as President of Security Federal Bank (2011–Jun 2014) and Executive Vice President (2007–2011).
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Security Federal Bank | President | 2011–Jun 6, 2014 | Led bank operations; prior Senior VP of Commercial Lending and Aiken Area Executive |
| Security Federal Bank | Executive Vice President | 2007–2011 | Lending and regional leadership |
| Security Federal Bank | Business Development Officer; roles of increasing responsibility | From 1994 | Commercial lending expertise; community engagement |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Greater Aiken Chamber of Commerce | Past Chair, Board of Directors | n/a | Community leadership |
| Security Federal Insurance (subsidiary) | Director | Current (2023 FR Y-6) | Affiliate board role (not a public company) |
Board Governance
- Independence status: The Board determined Thomas is independent under Nasdaq criteria, as applied by SFDL.
- Board attendance/engagement:
- SFDL Board met 16 times in 2024; Bank Board met 15 times; no director attended fewer than 75% of Board and committee meetings in 2024 (exception: Mr. Clyburn, absences excused). All directors attended the 2024 annual meeting except Mr. Clyburn.
- In 2023, SFDL Board met 15 times; Bank Board met 20 times; no director attended fewer than 75% of meetings.
- SFDL Board committees (2024 activity): Thomas served on Executive, Audit, Compensation, Proxy, and Nominating Committees. Audit met 15 times in 2024; Compensation (Corp) did not meet; Executive met 3 times; Proxy met once; Nominating met once. Director Jessica T. Cummins is designated the Audit Committee financial expert.
- Bank Board committees (2024 activity): Thomas served on Executive (44 meetings), Loan (47), Audit (15), Compensation (10), Trust (26), and Investment (12).
- Audit Committee financial expert trend: No financial expert designated in 2023; a financial expert (Cummins) designated in 2024 disclosure cycle.
- Insider trading policy: Company maintains insider trading policies prohibiting short-term trading; policy filed as 10‑K exhibit.
Fixed Compensation
- Structure: SFDL does not pay directors; all fees are paid by Security Federal Bank. Directors receive monthly retainers and committee fees (no equity).
- Fee schedule and 2024 increases versus 2023:
| Component | 2023 Amount | 2024 Amount | Source |
|---|---|---|---|
| Bank Board retainer (per month) | $2,625 | $2,750 | |
| Executive Committee (per month, members) | $2,500 | $2,625 | |
| Audit Committee (per meeting, members) | $1,442 | $1,508 | |
| Audit Committee Chair (per month) | $350 | $367 | |
| Trust Committee (per month) | $542 | $567 | |
| Investment Committee (per month) | $542 | $567 | |
| Compensation Committee (Bank) | No fee | No fee | |
| Loan Committee | No fee | No fee |
- Director cash compensation – Frank M. Thomas, Jr.:
| Metric | FY 2023 | FY 2024 | Notes |
|---|---|---|---|
| Fees Earned or Paid in Cash ($) | 85,300 | 89,400 | Driven by retainers/committee fees |
| All Other Compensation ($) | 37,600 | 37,600 | Salary Continuation benefit (see below) |
| Total ($) | 122,900 | 127,000 |
- Salary Continuation Agreement: Thomas began receiving a monthly benefit of $3,133 on July 1, 2014 (benefit equals 20% of final pay, payable over 15 years).
Performance Compensation
- Directors received no stock awards, option awards, or non-equity incentive plan compensation for 2023 or 2024.
Other Directorships & Interlocks
- Public company boards: None disclosed.
- Interlocks/conflicts: None disclosed with competitors/customers/suppliers.
- Subsidiary/affiliated boards: Director of Security Federal Insurance (subsidiary) per FR Y-6.
Expertise & Qualifications
- Banking and credit: Extensive tenure in commercial lending; served as Bank President and EVP; brings lending and market leadership expertise.
- Community leadership: Past Chair, Greater Aiken Chamber of Commerce; sustained local engagement.
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | Notes |
|---|---|---|---|
| Frank M. Thomas, Jr. | 17,301 | * (<1%) | Includes 6,180 shares held jointly with spouse |
- No director stock or option awards outstanding to directors were disclosed; named executive officers had no equity awards outstanding as of year-end 2024 (context).
Related-Party & Conflicts Review
- Insider loans: Employee loan program details provided; the >$120,000 loan table for 2024 lists Verenes, Lindburg, and Alexander—Thomas is not listed. All insider loans must be on market terms and comply with Regulation O and internal policies.
- Independence maintained notwithstanding receipt of legacy salary continuation payments; Board classifies Thomas as independent under Nasdaq standards.
Shareholder Feedback & Say‑on‑Pay Context
| Meeting | Say‑on‑Pay For | Against | Abstain | Broker Non‑Votes | Notes |
|---|---|---|---|---|---|
| May 8, 2025 | 2,250,074 (92% of shares present) | 160,399 (7%) | 26,910 (1%) | 497,829 | Advisory support remained strong |
| May 9, 2024 | 2,181,201 (93% of shares present) | 145,028 (6%) | 26,065 (1%) | 301,217 | Advisory support strong |
Governance Assessment
- Strengths
- Independent director with deep institutional knowledge and lending expertise; long service since 2008 supports continuity.
- High engagement: broad committee participation at both holding company and bank levels with intensive meeting cadence in 2024.
- Board improved financial oversight by designating an Audit Committee financial expert in 2024 cycle.
- Strong shareholder support in consecutive say‑on‑pay votes (92–93% of shares present).
- Watch items
- Ongoing salary continuation payments to former executives (including Thomas) are standard but can be perceived by some investors as softening independence; the Board nonetheless classifies him as independent.
- Director compensation is entirely cash-based with no equity retainer, potentially limiting direct alignment through director share accumulation (company discloses no director equity grants).
No red flags identified for Thomas regarding related‑party transactions or section 16 compliance in the latest proxies; insider trading policies are in place and prohibit short‑term trading.