Philip R. Wahl
About Philip R. Wahl
President of Security Federal Bank, a wholly-owned subsidiary of Security Federal Corporation. Named executive officer since at least 2021; current role confirmed in the January 3, 2022 change-in-control agreement . Company performance context: total shareholder return (TSR) on $100 investment ended 2024 at $90.90 vs $75.32 in 2023 and $81.52 in 2022, while net income was $8.843M in 2024, $10.190M in 2023, and $10.228M in 2022 . No executive biography, age, or education details are disclosed in the latest proxy or 8-Ks for Mr. Wahl .
Past Roles
No prior roles disclosed beyond serving as President of Security Federal Bank .
External Roles
No external board or professional roles disclosed for Mr. Wahl in available filings .
Fixed Compensation
Multi-year compensation for Philip R. Wahl (USD):
| Metric | 2021 | 2022 | 2023 | 2024 |
|---|---|---|---|---|
| Salary ($) | 221,575 | 240,215 | 260,000 | 292,802 |
| Non-Equity Incentive Plan Compensation ($) | 16,400 | 18,000 | 0 (no awards; threshold not met) | 0 (no awards; threshold not met) |
| Change in Pension Value and Nonqualified Deferred Comp ($) | 44,326 | 49,475 | 59,084 | 63,835 |
| All Other Compensation ($) | 8,604 | 8,269 | 9,846 | 13,209 |
| Total ($) | 290,905 | 315,959 | 328,930 | 369,846 |
Additional 2024 “All Other” detail: 401(k) contribution $7,838; life insurance premium $146; country club dues $5,225 .
Performance Compensation
Incentive framework and outcomes:
| Attribute | 2022 | 2023 | 2024 |
|---|---|---|---|
| Performance Metric | Net operating income threshold (plan requires minimum bank-level NOI) | Net operating income threshold (minimum not met) | Net operating income threshold (minimum not met) |
| Weighting (%) | Undisclosed (plan references position multipliers/weightings) | Undisclosed | Undisclosed |
| Target | Undisclosed (threshold-based plan) | Undisclosed | Undisclosed |
| Actual | Undisclosed (awards paid) | Below minimum (no awards) | Below minimum (no awards) |
| Payout (Wahl) | $18,000 | $0 | $0 |
| Vesting | Cash incentive; no equity vesting disclosed | N/A (no award) | N/A (no award) |
Plan mechanics: awards are based on base salary × % base award × summed performance factors × position multiplier × individual performance adjustment; no payout if bank net operating income is below an approved minimum .
Equity Ownership & Alignment
Beneficial ownership and alignment:
| Metric | 2023 (Record: Mar 7, 2023) | 2024 (Record: Mar 11, 2024) | 2025 (Record: Mar 10, 2025) |
|---|---|---|---|
| Shares Beneficially Owned | — (not listed) | 155 | 462 |
| Ownership % of Outstanding | — | — (less than 1%) | — (less than 1%) |
| Equity Awards Outstanding | None | None | None |
| Shares Pledged as Collateral | No pledging disclosure found in proxy | No pledging disclosure found | No pledging disclosure found |
Notes:
- Named executive officers had no RSUs/PSUs/options outstanding at year-end 2022–2024, limiting forced-selling pressure from vesting cycles .
- Insider trading policy prohibits short-term trading; formal policy is filed with the 2024 10-K .
Employment Terms
Severance, retirement, and restrictive covenants:
| Scenario (as of Dec 31, 2024) | Amount ($) |
|---|---|
| Salary Continuation – Early Retirement | 92,342 |
| Salary Continuation – Normal Retirement | Not yet eligible (benefit starts at 67) |
| Salary Continuation – Change in Control (annual benefit PV) | 230,854 |
| Salary Continuation – Disability | 230,854 |
| Salary Continuation – Death | 680,354 |
| Change in Control Severance (cash lump sum) | 339,360 (1.2× base salary) |
Key contract terms:
- Salary Continuation Agreement (effective Sep 1, 2020): 20% of final pay paid monthly over 15 years starting the month after age 67 or separation, with early-termination vesting; Wahl was 40% vested as of Dec 31, 2024 and 30% vested as of Dec 31, 2023 . Death and disability benefits as described, plus split-dollar life benefit equal to 50% of net death proceeds .
- Change-in-Control Severance Agreement (commenced Jan 3, 2022): lump-sum cash equal to 1.2× annual base salary upon involuntary termination within 6 months before/24 months after a change in control; auto-renewal annually unless non-renewed; Section 280G cutback and clawback compliance with FDIC golden parachute rules; 1-year non-solicit of customers/employees, nondisclosure, and non-defamation covenants with injunctive relief .
Say-on-Pay & Shareholder Feedback
2025 say-on-pay vote (May 8, 2025): 92% FOR of shares present (2,250,074 FOR; 160,399 AGAINST; 26,910 ABSTAIN; 497,829 broker non-votes), indicating strong support for NEO pay framework .
Performance & Track Record
Company-level pay-versus-performance context:
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| TSR – Value of $100 Investment | $81.52 | $75.32 | $90.90 |
| Net Income ($) | 10,228,000 | 10,190,000 | 8,843,000 |
Observations:
- Two consecutive years (2023, 2024) with no annual cash incentives due to bank NOI below minimum underscores pay-for-performance enforcement .
- Wahl’s cash pay rose with role scale, while equity usage remains absent (no RSUs/PSUs/options outstanding), keeping realized pay tied to cash elements and pension accrual changes .
Compensation Structure Analysis
- Shift toward cash and defined-benefit style accruals: No equity awards outstanding; compensation driven by salary, pension value changes, and modest “all other” benefits .
- Strict threshold gating: Incentives canceled when net operating income misses the minimum (2023–2024), aligning payouts with bank profitability .
- Change-in-control economics are conservative: 1.2× base salary for Wahl (vs. 2.4× for CEO/President at HoldCo), limiting windfall risk; includes clawback and FDIC golden parachute compliance .
Risk Indicators & Red Flags
- Minimal share ownership: 462 shares as of March 10, 2025 (<1% of outstanding), limiting direct equity alignment; rising from 155 in 2024 and none listed in 2023 .
- No disclosed pledging/hedging issues: Insider policy prohibits short-term trading; no pledging disclosures identified in proxy .
- Defined plan forfeiture protections: Noncompete/nonsolicit violations within 24 months post-termination can forfeit nondistributed benefits (except upon change-in-control), which mitigates post-departure risk .
Equity Ownership & Alignment (Detail)
- Stock ownership guidelines for executives: Not disclosed in proxies .
- Options/RSUs/PSUs: None outstanding across 2022–2024 (reduces vest-driven selling pressure) .
Employment Contracts, Severance & Change-of-Control
- CIC definition includes ≥35% beneficial ownership change, board turnover, tender offers, and major transactions; involuntary termination includes material role/location changes within 30 miles radius clause .
- Arbitration and South Carolina governing law; annual auto-renewal; 280G cutback to preserve deductibility .
- Non-solicit of customers/employees for 1 year; nondisclosure and non-defamation; injunctive relief available .
Investment Implications
- Pay-for-performance appears tight: No bonuses in 2023–2024 due to bank NOI misses—signals discipline but may challenge retention if misses persist .
- Alignment risk from low direct equity: Wahl’s minimal shareholdings and absence of equity awards reduce upside alignment; however, conservative CIC multiple (1.2×) limits parachute risk .
- Limited insider selling pressure: No RSU/option overhang and insider policy constraints diminish near-term selling catalysts .
- Contracted retention levers: Salary continuation vesting (40% as of 2024) and defined CIC terms provide moderate retention, with clawback and forfeiture provisions strengthening governance .