Independent
Tenure on this board
5.1 yrs
5 nominees · 1 ballot item.
Approval of the Marathon Bancorp, Inc. 2026 Equity Incentive Plan authorizing up to 237,077 shares for equity awards to attract, retain and align employees, officers and directors with stockholders.
Adopt the 2026 Equity Incentive Plan to authorize grants of stock options, restricted stock and restricted stock units (up to 237,077 shares total) to employees, officers and directors to attract, retain and align interests; replaces the 2022 plan.
This management proposal asks shareholders to approve the Marathon Bancorp, Inc. 2026 Equity Incentive Plan, which would authorize up to 237,077 shares for issuance as incentive and non‑qualified stock options, restricted stock awards and restricted stock units (169,341 shares issuable on exercise of options and 67,736 shares as restricted stock/RSUs). Management seeks approval to provide a competitive equity compensation program following the company’s April 21, 2025 second‑step mutual‑to‑stock conversion; the prospectus disclosed an intent to adopt such a plan and the Board argues that equity awards are customary in the industry to recruit and retain talent. The plan sets explicit share-reserve limits tied to the conversion offering (10% for options, 4% for restricted stock/RSUs) and individual and aggregate caps for employees and non‑employee directors to limit dilution. Governance features include administration by a Compensation Committee composed of “Disinterested Board Members,” minimum vesting (at least 95% of awards subject to a one‑year minimum vesting), a prohibition on repricing or cash buyouts of underwater options without shareholder approval, no single‑trigger change‑in‑control vesting for time‑based awards, and clawback and trading/pledging restrictions. The document also describes performance‑based vesting options, allowable performance metrics, treatment on change in control, and tax and accounting considerations (including Section 162(m) and 409A implications). The Board recommends a vote FOR, framing the plan as necessary to retain and align management with stockholders while pointing to specific limits and safeguards to mitigate dilution and misuse. If stockholders do not approve the plan it will not become effective and no further awards will be granted under a successor equity plan, constraining the company’s ability to use equity as part of compensation; approval requires a majority of votes represented and entitled to vote at the special meeting. Overall, the proposal balances a moderately sized, conversion‑linked share reserve and standard equity‑plan governance protections against the dilutionary and compensation‑cost considerations that investors should weigh.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | ALLIANCEBERNSTEIN L.P. | 5.19% | 153,238 | $2M |
| 2 | RAFFLES ASSOCIATES LP | 3.65% | 107,664 | $1M |
| 3 | VANGUARD CAPITAL MANAGEMENT LLC | 2.60% | 76,598 | $1M |
| 4 | MALTESE CAPITAL MANAGEMENT LLC | 2.36% | 69,675 | $943K |
| 5 | Minerva Advisors LLC | 2.00% | 58,976 | $798K |
| 6 | MALTESE CAPITAL MANAGEMENT LLC | 1.71% | 50,514 | $683K |
| 7 | KLCM Advisors, Inc. | 1.16% | 34,320 | $464K |
| 8 | MALTESE CAPITAL MANAGEMENT LLC | 0.84% | 24,911 | $337K |
| 9 | Stilwell Value LLC | 0.68% | 20,000 | $271K |
| 10 | VANGUARD FIDUCIARY TRUST CO | 0.56% | 16,434 | $222K |
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