Elizabeth M. Galazka
About Elizabeth M. Galazka
Elizabeth M. Galazka, age 60, serves as Executive Vice President of Lending at Affinity Bank (subsidiary of AFBI). She assumed her current role in 2020 in connection with AFBI’s acquisition of Legacy Affinity Bank; prior roles include Senior Vice President of Commercial Lending at Legacy Affinity Bank (joined 2005) and 17 years of office management in the dental industry . Company performance during her recent tenure (company-level) shows TSR value of $98→$106→$110 for 2022–2024 and net income of $7.134m→$6.448m→$5.441m, indicating modest TSR improvement alongside net income pressure .
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Total Shareholder Return (value of $100) | 98 | 106 | 110 |
| Net Income ($USD) | $7,134,000 | $6,448,000 | $5,441,000 |
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Affinity Bank (AFBI) | EVP of Lending | 2020–present | Leads lending following integration of Legacy Affinity Bank |
| Legacy Affinity Bank | SVP, Commercial Lending | 2005–2020 | Built/commercial portfolio leadership prior to acquisition |
| Dental industry (various) | Office management | 17 years (pre‑2005) | Administrative/operational management experience |
External Roles
No external public-company directorships or outside roles are noted in AFBI’s executive officer bios for Ms. Galazka .
Fixed Compensation
| 2023 | 2024 | |
|---|---|---|
| Base Salary ($) | $275,000 | $283,000 |
| Cash Bonus ($) | $45,500 (discretionary) | $82,000 (discretionary) |
| Stock Awards ($, grant-date FV) | $43,470 | — |
| Option Awards ($, grant-date FV) | $88,725 | — |
| All Other Compensation ($) | $33,997 | $34,926 |
| Total ($) | $486,692 | $399,926 |
All Other Compensation detail (2024):
- Life insurance premiums: $1,290
- 401(k) match: $9,905
- Automobile allowance: $10,800
- ESOP contribution: $12,931
Performance Compensation
Annual bonus
- Structure: Discretionary cash bonus; no specific performance metrics/weightings disclosed in proxy .
Recent equity grant values (as reported in SCT)
| Year | Type | Grant-Date Fair Value ($) |
|---|---|---|
| 2023 | Stock awards | $43,470 |
| 2023 | Option awards | $88,725 |
| 2024 | Stock awards | — |
| 2024 | Option awards | — |
Outstanding equity awards (as of 12/31/2024)
| Instrument | Exercisable | Unexercisable | Strike ($) | Expiration |
|---|---|---|---|---|
| Stock options | 18,136 | 4,534 | 7.77 | Apr 30, 2030 |
| Stock options | 2,000 | 3,000 | 14.85 | Jul 1, 2032 |
| Stock options | 1,000 | 4,000 | 14.40 | Mar 21, 2033 |
| Stock options | 2,000 | 8,000 | 14.49 | Nov 16, 2033 |
| Unvested restricted stock | — | 10,577 shares | — | — (market value $185,098 at $17.50) |
- Company granted no stock options to any NEOs during 2024 (timing policy detailed in proxy) .
Equity Ownership & Alignment
Beneficial ownership (as of Apr 3, 2025)
| Holder | Shares | % Outstanding | Notes |
|---|---|---|---|
| Elizabeth M. Galazka | 82,394 | 1.30% (of 6,329,715 shares) | Footnote indicates ESOP, unvested RS, and options components |
Ownership composition (footnote detail):
- Includes 3,856 ESOP shares; 10,578 unvested restricted shares; 24,136 exercisable stock options .
- Insider trading policy disclosed, but company states it does not have a policy addressing hedging transactions by employees/directors (lack of anti‑hedging prohibition) .
- No related party transactions with executive officers exceeding $120,000 since Jan 1, 2022; no executive participation in employee loan program in 2023–2024 .
Employment Terms
| Term | Key Economics/Conditions |
|---|---|
| Contract term | Two years for Ms. Galazka; current term expires Aug 31, 2026 (auto‑renewal considered annually) |
| Current base salary | $283,000; annual review for increases |
| Bonus/benefits | Eligible for management bonus/benefit plans; auto allowance provided |
| Severance (without cause/good reason) | Lump-sum equal to greater of (i) base salary or (ii) average monthly compensation due for remaining term, payable within five days of termination |
| Change-in-control | Lump-sum equal to 2x average base salary, bonus, and profit-sharing (prior calendar year or annualized if higher), payable within five days post-termination |
| Restrictive covenants | Non-compete and non-solicit may apply for 24 months post-termination, depending on circumstances |
| Extensions history | Employment agreement terms extended by Boards; most recent multi-executive extension documented Oct 23, 2023 |
Performance & Track Record
- Role execution: Led lending since 2020 integration of Legacy Affinity, following 15 years in commercial lending at Legacy Affinity Bank .
- Company performance context: TSR improved from 98 (2022) to 110 (2024), while net income declined from $7.1m to $5.4m; this mixed backdrop informs pay-for-performance assessment (e.g., 2024 NEO compensation mix skewed toward cash given no equity grants that year) .
Compensation Structure Analysis
- Mix shift: 2024 compensation for Ms. Galazka tilted to cash (salary + discretionary bonus) with no new stock or option awards; in 2023, equity comprised a material portion (stock $43k, options $89k) .
- Discretionary bonuses: Absence of disclosed financial/operational metrics and weightings limits visibility into pay‑for‑performance linkage for annual bonuses .
- Equity overhang and timing: Significant outstanding options with expirations 2030–2033; company states it avoids granting options near material disclosures and made no option grants in 2024 .
Risk Indicators & Red Flags
- Hedging: Company explicitly states it does not have a policy addressing hedging transactions—potential misalignment risk if executives hedge exposure .
- Pledging: No explicit pledging policy disclosure located in the proxy excerpts reviewed.
- Related-party/loans: No executive participation in employee loan program in 2023–2024 and no transactions >$120k with executive officers since 2022—reduces conflict risk .
Compensation & Benefits Programs (select)
- 401(k): Company match; fully vests after three years .
- ESOP: Tax‑qualified ESOP with three‑year vesting; participants (including NEOs) receive share allocations as loan is repaid .
- Life insurance: Coverage for Ms. Galazka of $300,000 (two times current salary with maximum) .
- SERP: Applies only to CEO (Mr. Cooney), not to Ms. Galazka .
Equity Ownership & Outstanding Awards (detail)
| Grant/Type | Exercisable | Unexercisable | Strike | Expiration |
|---|---|---|---|---|
| Options | 18,136 | 4,534 | $7.77 | Apr 30, 2030 |
| Options | 2,000 | 3,000 | $14.85 | Jul 1, 2032 |
| Options | 1,000 | 4,000 | $14.40 | Mar 21, 2033 |
| Options | 2,000 | 8,000 | $14.49 | Nov 16, 2033 |
| Unvested RS | — | 10,577 | — | — (MV $185,098 at $17.50) |
- Market value based on $17.50 closing price on 12/31/2024, as disclosed .
Employment Agreements—Economics Summary
| Provision | Ms. Galazka |
|---|---|
| Term | 2 years; current term ends Aug 31, 2026 |
| Severance (no cause/good reason) | Greater of base salary or remaining-term average monthly compensation (lump sum within 5 days) |
| CIC severance | 2x average base salary + bonus + profit sharing (lump sum within 5 days) |
| Post-employment | Non-compete and non-solicit up to 24 months |
| Car/allowance | Automobile allowance provided |
Investment Implications
- Alignment: Ms. Galazka’s 1.30% beneficial ownership (with ESOP, unvested RS, and exercisable options) indicates meaningful equity exposure for an EVP, though the lack of an anti‑hedging policy is a governance gap that could weaken alignment if hedging is used .
- Near-term selling pressure: No 2024 option grants and a material stack of options expiring 2030–2033 suggest potential exercise/sale windows are longer‑dated; unvested RS of 10,577 shares may vest over time, but specific vesting dates are not disclosed, limiting visibility into near‑term selling catalysts .
- Retention/transition risk: Two‑year contract with robust severance (2x CIC multiple; lump‑sum timing) plus non‑compete/non‑solicit for up to 24 months provides retention protection but also creates CIC cash outflows if triggered .
- Pay-for-performance: The discretionary nature of bonuses and absence of disclosed annual performance metrics/weightings reduce transparency; equity usage declined in 2024 (no grants), tilting pay mix to cash despite net income decline, which could draw investor scrutiny in a tighter governance lens .
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