Harry O. Weeks, Jr.
About Harry O. Weeks, Jr.
Harry O. Weeks, Jr. is an independent director of Security Federal Corporation and Security Federal Bank; he was appointed effective January 1, 2011 after prior board service from 1978 to April 1, 2008 . He is 85 years old as of December 31, 2024, and his current term expires in 2027 . Weeks is an Insurance Broker and Business Development Officer with Hutson-Etherredge Companies since May 1995 and formerly served as President and Chief Executive Officer of Lyon, Croft, Weeks & Hunter Insurance Agency from May 1965 to May 1995, bringing insurance and prior audit committee experience to the boards . He is deemed independent under Nasdaq standards applied by the company .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Security Federal Corporation & Security Federal Bank | Director | 1978–2008 | Prior service on the Audit Committee; provided expertise in many areas of banking |
| Security Federal Corporation & Security Federal Bank | Director | Appointed Jan 1, 2011; current term to 2027 | Ongoing board service; independent director |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Hutson-Etherredge Companies | Insurance Broker & Business Development Officer | Since May 1995 | Insurance and business development experience |
| Lyon, Croft, Weeks & Hunter Insurance Agency | President & CEO | May 1965–May 1995 | Led insurance agency operations |
Board Governance
- Independence: Security Federal applies Nasdaq’s definition; Weeks is classified as independent .
- Attendance: In 2024, the Security Federal Board met 16 times and the Bank Board met 15 times; no director attended fewer than 75% of total meetings of the boards and committees served, except Mr. Clyburn whose absences were excused—implying Weeks met attendance thresholds . All directors attended the 2024 annual meeting except Mr. Clyburn, indicating Weeks attended .
- Committee assignments (Security Federal Board): Executive Committee (member), Compensation Committee (member), Proxy Committee (member), Nominating Committee (member); Executive Committee met 3 times, Proxy once, Nominating once in 2024 .
- Committee assignments (Bank Board): Executive Committee (member; met 44 times in 2024), Loan Committee (member; met 47 times), Compensation Committee (member; met 10 times) .
Fixed Compensation
| Component | Structure | FY2024 Amount |
|---|---|---|
| Director fee (Bank Board) | $2,750 per month | $33,000 (12 months × $2,750) |
| Executive Committee fee (Bank Board) | $2,625 per month (members; Verenes and Lindburg excluded) | $31,500 (12 months × $2,625) |
| Audit Committee fee (Bank Board) | $1,508 per meeting; Chair +$367/month (Weeks not a member) | N/A |
| Trust & Investment Committee fees (Bank Board) | $567 per month (Weeks not a member) | N/A |
| Total director compensation (FY2024) | Cash fees only | $64,500 |
Security Federal does not compensate members of the holding company board; all fees are paid by Security Federal Bank for service to the Bank .
Performance Compensation
| Metric | FY2024 Status | Notes |
|---|---|---|
| Stock awards (RSUs/PSUs) | None | Directors did not receive stock awards |
| Option awards | None | Directors did not receive option awards |
| Non-equity incentive plan compensation | None | Not applicable to directors per proxy table design |
Other Directorships & Interlocks
| Company | Role | Committee Roles | Notes |
|---|---|---|---|
| None disclosed | — | — | The proxy does not list other public company directorships for Weeks |
Expertise & Qualifications
- Insurance industry leadership and business development (Hutson-Etherredge; Lyon, Croft, Weeks & Hunter) .
- Prior audit committee service and long-standing banking oversight experience as a director .
Equity Ownership
| Metric | Amount | Notes |
|---|---|---|
| Total beneficial ownership (shares) | 115,148 | As of March 10, 2025 record date |
| Ownership as % of shares outstanding | 3.61% | Based on 3,186,903 shares outstanding |
| Spouse-held shares included | 3,540 | Included in beneficial ownership |
No pledging or hedging of company stock by Weeks is disclosed in the proxy; company maintains insider trading policies prohibiting short-term trading .
Insider Trades
| Filing Date | Form | Transaction Type | Shares | Price | Source |
|---|---|---|---|---|---|
| May 26, 2011 | Form 4 | Purchase | 28,000 | $14.00 | |
| Apr 20, 2020 | Form 4 | Derivative/option-related (reported) | 1,000 (delta) | $20.00 (reported) | |
| Jan 13, 2005 | Form 4 | Sale | 1,550 | $20.25 | |
| Apr 2, 2004 | Form 4 | Sale | 300 | $22.00 | |
| Mar 31, 2004 | Form 4 | Sale | 1,100 | $22.00 |
Note: Aggregations and trade value summaries are derived from Benzinga’s insider database and the SEC/SECDatabase filings linked above .
Governance Assessment
- Alignment: Material personal ownership (115,148 shares; 3.61%) aligns interests with shareholders . Director compensation is entirely cash-based with no equity grants to directors, limiting dilution risk but reducing equity alignment through annual grants .
- Independence and engagement: Weeks is classified as independent, sits on multiple key committees (Executive, Compensation, Proxy, Nominating; Bank Executive, Loan, Compensation), and met attendance thresholds; his committee load suggests high engagement and exposure to core risk areas (credit via Loan Committee) .
- Pay structure: FY2024 director pay of $64,500 is transparent and tied to fixed monthly retainers/committee fees; no director performance-based or equity compensation was granted, minimizing pay-for-performance complexity at the board level .
- Potential conflicts: Related-party loan policies are robust, and 2024 employee loan disclosures list executives and one director (Alexander) but do not indicate loans to Weeks under the employee loan program; the company reports an insider loan review/approval framework (Reg O compliance) . A 9.28% beneficial owner named T. Clifton Weeks Family Ltd. Partnership exists, which is a governance consideration due to insider/family concentrations generally, though the proxy does not link this entity to Weeks; no specific related-party transaction involving Weeks is disclosed .
- Signals: The board’s separation of Chair and CEO roles and extensive committee activity (e.g., Bank Executive Committee meeting 44 times; Loan Committee 47 times) indicate active governance and risk oversight, which supports investor confidence in board effectiveness .