Roy G. Lindburg
About Roy G. Lindburg
Roy G. Lindburg is President of Security Federal Corporation and a director of both Security Federal Corporation and Security Federal Bank; he is a Certified Public Accountant, age 64 as of December 31, 2024, and has served on the Board since 2005, after previously serving as CFO from 1995–2014 . Company performance while Lindburg has been an NEO shows net income of $10.2M (2022), $10.19M (2023), and $8.84M (2024), and cumulative TSR for a $100 investment since December 31, 2021 of $81.52 (2022), $75.32 (2023), and $90.90 (2024), providing context for pay-versus-performance alignment . Lindburg is not an independent director under Nasdaq standards due to his executive role .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Security Federal Corporation & Security Federal Bank | Chief Financial Officer | 1995–2014 | Provided financial leadership; enhanced reporting and oversight as CPA |
External Roles
| Organization | Role | Years |
|---|---|---|
| Salvation Army (Advisory Board) | Board Member | Not disclosed |
| USTA South Carolina | Audit Committee Member | Not disclosed |
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | 294,000 | 315,000 | 330,085 |
| Non-Equity Incentive Plan Compensation ($) | 23,520 | 0 | 0 |
| Change in Pension Value and Nonqualified Deferred Compensation Earnings ($) | 65,399 | 75,359 | 84,049 |
| All Other Compensation ($) | 39,950 | 41,890 | 45,862 |
| Total ($) | 422,869 | 432,249 | 459,996 |
All Other Compensation detail:
| Component | 2023 ($) | 2024 ($) |
|---|---|---|
| Directors’ Fees | 31,500 | 33,000 |
| 401(k) Plan Contribution | 7,691 | 9,903 |
| Life Insurance Premium | 156 | 146 |
| Country Club Dues | 2,543 | 2,813 |
| Total | 41,890 | 45,862 |
Performance Compensation
| Incentive Type | Metric | Weighting | Target | Actual | Payout | Vesting/Notes |
|---|---|---|---|---|---|---|
| Annual Cash Incentive (Incentive Plan) 2023 | Net Operating Income | Primary (key operating ratios plus other measures) | Minimum threshold (undisclosed) | Below threshold | $0 | Discretionary adjustment possible but threshold not met |
| Annual Cash Incentive (Incentive Plan) 2024 | Net Operating Income | Primary (key operating ratios plus other measures) | Minimum threshold (undisclosed) | Below threshold | $0 | Discretionary adjustment possible but threshold not met |
| Equity Awards | RSUs/PSUs/Options | N/A | N/A | N/A | N/A | No equity awards outstanding as of Dec 31, 2024 |
The Incentive Plan calculates awards via base salary × percentage base award × sum of performance measure percentages × position level multiplier × individual performance adjustment; awards only payable if the Bank meets a predefined minimum net operating income threshold .
Equity Ownership & Alignment
| Metric | 2024 | 2025 |
|---|---|---|
| Beneficially Owned Shares (#) | 59,306 | 59,306 |
| Ownership (% of Outstanding) | 1.84% | 1.86% |
| Trust-Held Shares (#) | 52,255 | 52,255 |
| Shares Outstanding (record date) | 3,229,325 | 3,186,903 |
| Options (Exercisable/Unexercisable) | None | None |
- Insider trading policy prohibits short-term trading; anti-hedging/pledging specifics not disclosed in the proxy .
- No equity awards outstanding reduces forced selling around vesting events .
Employment Terms
| Provision | Key Terms | 2023 Value ($) | 2024 Value ($) |
|---|---|---|---|
| Salary Continuation Agreement | 20% of final pay; monthly over 15 years starting April 1 after age 65 or upon separation if later; early termination benefit vests per schedule (Lindburg 100% vested as of 12/31/2024); disability accelerates vesting; death benefits include split-dollar component (50% of net death proceeds) | Early: 516,336; Normal: Not yet eligible; Disability: 516,336; Death: 809,379 | Early: 600,385; Normal: Not yet eligible; Disability: 600,385; Death: 885,418 |
| Change-in-Control Severance Agreement | Auto-renews annually; Lump sum 2.4× base salary if involuntary termination within 6 months before or 24 months after change in control (double-trigger, includes certain “good reason” conditions) | 756,000 | 796,800 |
- Change in control definition includes tender/exchange offers, 35%+ beneficial ownership, incumbent board change, or major merger/asset sale; payments require involuntary termination or material diminution events as defined (location change >30 miles, demotion, staffing changes, salary reduction, workload increase, etc.) .
- For salary continuation, nondistributed benefits are forfeited if noncompete/nondisclosure/nonsolicitation are violated within 24 months post-termination (no forfeiture upon change in control) .
Board Service and Governance
- Board Service: Director since 2005; current term expires 2027 . Attendance: Company board met 16 times (2024), Bank board 15 times; no director under 75% attendance except Mr. Clyburn (excused) . Lindburg is not independent due to executive role .
- Committee Memberships: Security Federal Corporation Executive Committee member; not listed on Audit/Compensation/Nominating/Proxy committees at the holding company . At Security Federal Bank, member of Executive, Loan, Trust, and Investment committees .
- Fees: As a director, Lindburg’s fees are paid by Security Federal Bank and included within “All Other Compensation” ($31,500 in 2023; $33,000 in 2024) . No fees for Executive Committee service for Verenes and Lindburg .
- Leadership Structure: Separate non-executive Chairman (Timothy W. Simmons) and CEO (J. Chris Verenes), reducing CEO/Chair dual-role concerns .
Related Party and Insider Loans
- Employee Loan Program: Adjustable-rate mortgage loans on preferential terms post-closing; if employment terminates, rates revert to public rates . Lindburg ARM balances: 2023 amount involved $246,274; outstanding $218,003; rate 2.125%; 2024 amount involved $218,003; outstanding $175,809; rate 3.625% .
- All insider loans made in ordinary course, on substantially similar terms to public (except for employee loan program) and within regulatory policy .
Compensation Structure Analysis
- Shift toward fixed pay: Base salary increased from $294,000 (2022) to $330,085 (2024); STI payouts were $0 in 2023 and 2024 due to failure to meet net operating income thresholds, increasing reliance on fixed compensation and pension accruals .
- No equity awards outstanding: No RSUs, PSUs, or options as of year-end 2024; reduces alignment via long-term equity and mitigates vest-driven selling pressure .
- Change-in-control protection: Double-trigger structure at 2.4× base salary; amounts rose in line with salary ($756,000 in 2023; $796,800 in 2024) .
- Pay-versus-performance: Compensation actually paid to NEOs decreased with net income and TSR in recent years; average non-PEO NEO comp actually paid of $311,977 (2022), $313,368 (2023), $340,979 (2024) alongside TSR of $81.52, $75.32, $90.90, and net income of $10.23M, $10.19M, $8.84M .
Investment Implications
- Alignment and retention: Lindburg’s 1.86% beneficial ownership (heavy trust component) and 100% vesting under salary continuation suggest retention risk is moderate/low; however, absence of ongoing equity grants may dilute long-term performance alignment compared to typical RSU/PSU programs .
- Trading signals: No equity awards outstanding points to limited scheduled vest-related selling; insider selling pressure likely low absent new grants; monitor Form 4s for ad hoc transactions and any changes in trust distributions .
- Governance: Executive-director dual role with separate non-executive Chair and independent audit/compensation committees mitigates independence concerns, though Lindburg’s participation on key Bank operating committees underscores influence on credit and investment decisions .
- Downside safeguards: Double-trigger 2.4× CIC severance and salary continuation benefits secure management continuity but elevate parachute exposure; any M&A could entail ~$0.8M cash severance plus long-term benefits for Lindburg .
- Performance linkage: Two consecutive years with zero annual incentive payouts tie cash incentives to net operating income discipline; continued shortfalls could keep STI suppressed, reinforcing fixed-pay tilt while pressuring overall cost efficiency .