Fifth District Bancorp (FDSB) Proxy Filing summary

Executive summary

• The annual meeting is scheduled for September 15, 2025, marking the first since the July 2024 IPO.

• Key items include director elections, approval of a new equity incentive plan, and auditor ratification.

• Shareholders of record as of July 25, 2025, are eligible to vote, with 5,559,473 shares outstanding.

• Voting can be done by mail or Internet, with detailed instructions provided.

Voting matters and shareholder proposals

• Election of two directors for three-year terms: Nolan P. Lambert and Linda A. Sins.

• Approval of the 2025 Equity Incentive Plan, which introduces equity-based compensation for employees and directors.

• Ratification of EisnerAmper LLP as the independent registered public accounting firm for 2025.

• No other business is expected at the meeting.

Board of directors and corporate governance

• The board consists of six members, all independent except the interim CEO.

• Board leadership is separated between the Chairman and the CEO to enhance oversight.

• Committees (Audit, Compensation, Nominating/Corporate Governance) are composed solely of independent directors.

• Director nominees and continuing directors bring diverse expertise in law, finance, operations, and community engagement.

• Codes of ethics and anti-hedging policies are in place for directors and employees.