William Clyburn
About William Clyburn
William Clyburn, age 83 (as of December 31, 2024), is an independent director of Security Federal Corporation (SFDL) and Security Federal Bank, serving on the board since 1993 with a current term expiring in 2026 . He is retired; prior roles include Advisor for Community Alliances at Westinghouse Savannah River Company (1994–March 2005) and Administrative Law Judge with the South Carolina Workers Compensation Commission (July 1986–June 1994) . He currently serves in the South Carolina House of Representatives, bringing employer relations expertise and community involvement to the board . As of the 2025 record date, he beneficially owned 14,514 shares (less than 1% of outstanding), including 6,464 jointly with his spouse .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Westinghouse Savannah River Company (U.S. DOE contractor) | Advisor for Community Alliances | Sep 1994–Mar 2005 | Community alliances and employer relations experience |
| South Carolina Workers Compensation Commission | Administrative Law Judge | Jul 1986–Jun 1994 | Judicial experience in administrative law |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| South Carolina House of Representatives | Member | Not disclosed | Currently serves; public policy experience |
Board Governance
- Independence: Designated independent under Nasdaq definitions (applied voluntarily by SFDL) .
- Board tenure and term: Director since 1993; term expires 2026 .
- Committees (HoldCo – Security Federal Corporation): Executive; Audit; Compensation; Proxy; Nominating .
- Committees (Bank – Security Federal Bank): Executive; Loan; Audit; Compensation; Trust; Investment .
- Chair roles: Not identified as a chair on any committee; Audit Committee chaired by Thomas L. Moore, and he is listed as a member .
- Attendance: In 2024, one director failed to meet 75% attendance threshold, “with the exception of Mr. Clyburn, whose absences were excused” (Security Federal Board met 16 times; Bank Board 15 times) .
- Annual shareholder meeting attendance: All directors attended the 2024 annual meeting except Mr. Clyburn .
- Committee workload context (2024): SFDL Audit met 15 times; Executive 3; Proxy 1; Nominating 1. Bank Executive 44; Loan 47; Audit 15; Compensation 10; Trust 26; Investment 12 .
- Audit committee financial expert: Board identified Jessica T. Cummins as the audit committee financial expert; Clyburn serves as an Audit Committee member .
- Shareholder say-on-pay support: 2025 approval 92% of shares present; 2024 approval 93%—indicates stable shareholder support environment .
Fixed Compensation
| Year | Fees Earned or Paid in Cash ($) | All Other Compensation ($) | Total ($) |
|---|---|---|---|
| 2023 | 74,350 | — | 74,350 |
| 2024 | 78,900 | — | 78,900 |
Fee structure (context, paid by the Bank):
- 2023: Directors $2,625/month; Executive Committee $2,500/month (except CEO/President not paid); Audit Committee $1,442/meeting; Audit Chair $350/month; Trust & Investment Committees $542/month; no fees for Compensation or Loan Committees .
- 2024: Directors $2,750/month; Executive Committee $2,625/month (except CEO/President not paid); Audit Committee $1,508/meeting; Audit Chair $367/month; Trust & Investment Committees $567/month; no fees for Compensation or Loan Committees .
Performance Compensation
| Component | 2023 | 2024 |
|---|---|---|
| Stock awards (RSUs/PSUs) | None disclosed for directors | None disclosed for directors |
| Option awards | None disclosed for directors | None disclosed for directors |
| Non-equity incentive comp | None disclosed for directors | None disclosed for directors |
Performance metrics tied to director compensation: Not disclosed; director pay comprised of cash retainers/fees as shown above .
Other Directorships & Interlocks
| Category | Details |
|---|---|
| Current public company boards | None disclosed in the proxy . |
| Prior public company boards | Not disclosed . |
| Interlocks with competitors/suppliers/customers | Not disclosed; no related interlocks identified in the proxy . |
Expertise & Qualifications
- Public policy and community relations via service in the South Carolina House of Representatives; employer relations experience from DOE contractor role .
- Administrative law and adjudication experience from prior Administrative Law Judge position .
- Audit oversight exposure as member of Audit Committees at both HoldCo and Bank; Board-designated financial expert is Cummins (not Clyburn) .
Equity Ownership
| Metric | 2024 (Record date Mar 11, 2024) | 2025 (Record date Mar 10, 2025) |
|---|---|---|
| Total beneficial ownership (shares) | 14,514 | 14,514 |
| Ownership % of shares outstanding | <1% (“*”) | <1% (“*”) |
| Noted forms of ownership | Includes 6,464 shares held jointly with spouse | Includes 6,464 shares held jointly with spouse |
| Shares outstanding (context) | 3,229,325 | 3,186,903 |
| Options/RSUs/PSUs | None disclosed for directors | None disclosed for directors |
| Pledged shares | Not disclosed . |
Related-Party Transactions and Conflicts
- The Bank’s policy requires insider loans to be on market terms and approved via Regulation O processes; as of Dec 31, 2024, total loans to all insiders were ~$5.5 million (3.0% of equity), with approvals and reviews per policy; director-specific loans are not listed for Clyburn in the disclosed table .
- Insider trading policy prohibits short-term trading; policy filed as Exhibit 19 to 2024 Form 10-K .
- Section 16(a) filings: Company disclosed late Form 4s in 2023 for two individuals (not Clyburn) .
- Potential conflict consideration: Clyburn’s active role in the South Carolina House of Representatives could present situational conflicts on matters affecting state-level banking policy; no specific related-party transactions involving Clyburn were disclosed in the proxy .
Governance Assessment
- Strengths:
- Extensive institutional knowledge (director since 1993) and broad committee participation across both HoldCo and Bank support board oversight continuity .
- Independent status under Nasdaq definitions enhances governance checks and balances .
- Stable governance climate: strong say-on-pay approvals in 2024 (93%) and 2025 (92%) indicate broad shareholder support for pay practices and oversight environment .
- Concerns / RED FLAGS:
- Attendance: In 2024 he was the only director below the 75% threshold (absences excused), and he did not attend the 2024 annual shareholder meeting—both are negative attendance signals despite the excused status .
- Alignment: Director compensation is all cash with no equity grants; beneficial ownership is less than 1%—indicating limited direct equity-based alignment relative to some governance best practices for director skin-in-the-game .
- Potential conflicts: Current service in the South Carolina House of Representatives may create perceived or actual conflicts on state-level issues affecting the Bank; no specific related-party transactions were disclosed for Clyburn .
Notes on committees and workload context:
- 2024 committee activity was high at the Bank level (Executive 44; Loan 47; Trust 26; Investment 12 meetings), amplifying the importance of director-level availability and attendance; Clyburn serves on these committees .
- Audit oversight: While he serves on Audit, the Board-designated audit committee financial expert is Jessica T. Cummins; the SFDL Audit Committee met 15 times in 2024 .