Jessica T. Cummins
About Jessica T. Cummins
Jessica T. Cummins (age 44 as of December 31, 2024) is an independent director of Security Federal Corporation (SFDL) and Security Federal Bank, serving since 2018, with her current term expiring in 2026. She previously served as CFO of Security Federal and the Bank (June 2014–June 2020) and as Treasurer since joining in 2007; earlier she worked at Elliott Davis LLC in the financial services practice. She holds a Master of Accountancy from the University of South Carolina’s Darla Moore School of Business (Summa Cum Laude) and is a Certified Public Accountant; the Board has also designated her as an “audit committee financial expert.”
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Security Federal Corporation & Security Federal Bank | Chief Financial Officer | Jun 2014 – Jun 2020 | Senior finance leadership; SEC reporting and bank financial oversight |
| Security Federal Corporation & Security Federal Bank | Treasurer | 2007 – 2014 | Corporate treasury; financial services specialization |
| Elliott Davis LLC (Financial Services Practice) | Professional (financial institutions focus) | Pre-2007 | Emphasis on publicly traded financial institutions |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| None disclosed in proxy | — | — | Proxy biography lists prior employment but no other current public company directorships |
Board Governance
| Committee (Security Federal Corp.) | Role | Independence | Meetings in 2024 | Notes |
|---|---|---|---|---|
| Executive | Member | Majority of members independent | 3 | Handles matters between Board meetings |
| Audit | Member; Audit Committee Financial Expert | Independent | 15 | Oversees financial statements, auditor independence |
| Compensation (Corp.) | Member | Independent | 0 | Compensation decisions largely at Bank level in 2024 |
| Proxy | Member | Independent | 1 | Votes proxies of shareholders |
| Nominating | Member | Independent | 1 | Director selection; diversity considered |
| Committee (Security Federal Bank) | Role | Meetings in 2024 | Notes |
|---|---|---|---|
| Executive | Member | 44 | Exercises Board authority between meetings |
| Loan | Member | 47 | Oversees loan activities |
| Audit | Member | 15 | Compliance with regulatory/internal policies |
| Trust | Member | 26 | Reviews Security Federal Trust |
| Investment | Member | 12 | Reviews Security Federal Investments |
| Compensation (Bank) | Member | 10 | Recommends salaries/benefits; administrative plan matters |
- Independence: The Board applies Nasdaq independence standards; Cummins is classified as independent.
- Attendance: Board met 16 times (Corp.) and 15 times (Bank) in 2024; no director attended fewer than 75% of total meetings/committees served, except Mr. Clyburn (excused). All directors attended the 2024 annual meeting, except Mr. Clyburn.
- Leadership: Non-executive Chairman (Simmons); CEO and Chair roles are separate.
Fixed Compensation
| Year | Fees Earned or Paid in Cash ($) | All Other Compensation ($) | Total ($) |
|---|---|---|---|
| 2024 | 89,400 | — | 89,400 |
| 2023 | 85,300 | — | 85,300 |
| Component | Rate | Notes |
|---|---|---|
| Bank Board Director fee | $2,750 per month | Directors of the Bank receive monthly fees; Corp. Board service not separately compensated |
| Executive Committee (Bank) | $2,625 per month | Verenes/Lindburg excluded from fee |
| Audit Committee (Bank) | $1,508 per meeting | Chair also receives $367 per month |
| Trust & Investment Committees (Bank) | $567 per month | — |
| Compensation & Loan Committees (Bank) | No fee | — |
- Directors did not receive stock or option awards; no non‑equity incentive plan comp, change in pension value, or deferred compensation earnings.
Performance Compensation
| Component | Detail |
|---|---|
| Stock awards (RSUs/PSUs) | None disclosed for directors |
| Option awards | None disclosed for directors |
| Non‑equity incentive compensation | None disclosed for directors |
| Grant dates / vesting schedules | Not applicable (no director equity awards) |
| Performance metrics tied to director comp | Not applicable (cash-based fees only) |
Other Directorships & Interlocks
| Company | Role | Committee Roles | Interlocks/Conflicts |
|---|---|---|---|
| None disclosed in proxy | — | — | No shared directorships with customers/suppliers/competitors disclosed |
Expertise & Qualifications
- CPA and Master of Accountancy (USC Darla Moore School, Summa Cum Laude).
- Audit Committee Financial Expert designation.
- Deep banking finance experience: former CFO and Treasurer of Security Federal/Bank.
Equity Ownership
| Holder | Shares Beneficially Owned | % of Shares Outstanding |
|---|---|---|
| Jessica T. Cummins | 500 | <1% |
| Shares outstanding (record date) | 3,186,903 | — |
- No indebtedness for Cummins appears in the employee loan program disclosure table (> $120,000 thresholds list other names, not Cummins).
- No pledging/hedging disclosures for Cummins; insider trading policy prohibits short‑term trading.
Shareholder Votes and Engagement
| Item | Date | For | Against | Abstain | Broker Non‑Votes | Result |
|---|---|---|---|---|---|---|
| Say‑on‑Pay (Advisory) | May 8, 2025 | 2,250,074 (92%) | 160,399 (7%) | 26,910 (1%) | 497,829 | Approved |
| Director Elections (2025 slate) | May 8, 2025 | 2.25–2.28M votes for each nominee | 155–185k withheld | — | 497,829 | All nominees elected; Cummins not up for election (term continuing) |
| Say‑on‑Pay (Advisory) | May 9, 2024 | 2,181,201 (93%) | 145,028 (6%) | 26,065 (1%) | 301,217 | Approved |
| Director Elections (2024 slate) | May 9, 2024 | 2.15–2.21M votes for each nominee | 145–206k withheld | — | 301,217 | All nominees elected; Cummins not up for election (term continuing) |
Related Party Transactions (Conflict Review)
- The Bank maintains a Regulation O‑compliant policy for insider loans made in the ordinary course on market terms; aggregate loans to employees/officers/directors were ~$5.5M as of Dec 31, 2024 (3.0% of total shareholders’ equity).
- Employee loan program details list Verenes, Lindburg, and Alexander with ARM loans; Cummins is not listed among insiders with >$120,000 employee program indebtedness in 2024/2023.
- Directors Alexander/Clyburn/others have specified family/joint holdings; Cummins’ beneficial ownership is 500 shares (no footnote indicating related holdings).
Governance Assessment
- Strengths:
- Independent director with CPA credentials and designated Audit Committee Financial Expert; active on multiple risk‑relevant committees (Audit; Loan; Trust; Investment).
- Engagement indicators: Meets ≥75% attendance threshold; annual meeting attendance recorded for all directors in 2024 except Mr. Clyburn.
- Shareholder support environment: High say‑on‑pay approval (92% in 2025; 93% in 2024).
- Separation of Chair/CEO enhances oversight structure.
- Areas to watch:
- Alignment risk: Director compensation is entirely cash (no equity grants); Cummins holds 500 shares (<1%), suggesting limited “skin‑in‑the‑game.”
- Prior executive role: Cummins served as CFO until 2020; while the Board now classifies her as independent under Nasdaq standards, investors may monitor continuing independence and objectivity given historical management ties.
- Red flags observed:
- None specific to Cummins in related‑party transactions or insider loan program disclosures (no listed indebtedness >$120,000; no pledging/hedging disclosures).
- No director equity awards; absence of stock ownership guidelines for directors not disclosed in the proxy—limits visible enforcement of ownership alignment.
Overall implication: Cummins brings strong financial controls and bank‑specific expertise to audit and risk committees, supporting board effectiveness. The primary investor confidence consideration is ownership/compensation alignment—cash‑only director pay and low personal shareholding—warranting ongoing monitoring alongside independence status.