Daniel O’Donnell
About Daniel O’Donnell
Daniel J. O’Donnell is Executive Vice President, General Counsel and Chief Operating Officer of Princeton Bancorp, Inc. (BPRN) and The Bank of Princeton; he has served in the EVP/GC/COO role since February 2019 at the Bank and since the holding company’s formation in 2022. He previously served as EVP, GC and Chief Risk Officer at the Bank, and earlier held senior legal and compliance roles at Cenlar FSB, First Bank, and Yardville National Bank; he holds a BBA in Accounting from the University of Notre Dame and a JD from St. John’s University School of Law; age 62 . Company pay-versus-performance data shows TSR declined from 142.55 (2022) to 132.15 (2023) and 119.89 (2024), with net income falling from $26.5M (2022) to $25.8M (2023) and $10.2M (2024), while compensation actually paid tracked equity award fair value changes, indicating partial alignment of incentive pay with performance and share price .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Yardville National Bank | Chief Legal Officer & Secretary | Jan 2001 – Jun 2008 | Led Legal, Compliance, and Risk; oversight of regulatory/legal functions |
| First Bank (Hamilton Twp., NJ) | Chief Legal & Compliance Officer | Jul 2009 – Aug 2012 | Established legal/compliance governance at community bank |
| Cenlar FSB | Assistant General Counsel; managed Compliance Department | Sep 2012 – Jan 2014 | Managed compliance function in mortgage servicing context |
| The Bank of Princeton | EVP, GC & Chief Risk Officer | ~2014–Feb 2019 | Built enterprise risk management; executive leadership |
| The Bank of Princeton / Princeton Bancorp, Inc. | EVP, GC & Chief Operating Officer | Feb 2019–present (Bank); since 2022 (HoldCo) | Operations leadership; legal oversight; integration of acquisitions |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| 200 Club of Mercer County | Board member | Not disclosed | Community safety/charitable engagement |
| Friendly Sons & Daughters of St. Patrick of Mercer County | Board member | Not disclosed | Community/charitable engagement |
Fixed Compensation
| Metric | 2023 | 2024 | 2025 |
|---|---|---|---|
| Base Salary ($) | $500,000 | $540,000 | $558,900 (current base set in employment agreement) |
| Bonus ($) | — | — | — (not disclosed) |
| Nonequity Incentive Plan ($) | $274,429 | $183,726 | — (not disclosed) |
| Stock Awards Grant-Date Fair Value ($) | $228,177 | $270,098 | RSUs granted Jan 2025 (value not itemized for O’Donnell; program described) |
| SERP – Change in Pension Value ($) | $152,447 | $132,883 | — (not disclosed) |
| All Other Compensation ($) | $36,086 | $36,192 | — (not disclosed) |
| Total ($) | $1,191,139 | $1,162,899 | — (not disclosed) |
| Pension/Deferred Benefit | Detail |
|---|---|
| SERP Annual Retirement Benefit at Age 65 | $67,037/year; vests ratably over 4 years (started 2021); full vest on Change in Control; forfeiture for Cause; rabbi trust upon CIC |
Performance Compensation
| Component | Metric | Weighting | Payout to O’Donnell | Vesting / Terms |
|---|---|---|---|---|
| Management Incentive Plan (2024) | Tangible book value (excl. CDI, goodwill, treasury, AOCI) | 50% | $183,726 (aggregate cash award for 2024 metrics) | Annual cash; compensation committee discretion |
| Net loan funding | 20% | See above | — | |
| Qualitative (risk, compliance, strategic initiatives) | 10% | See above; completed Cornerstone acquisition/integration | — | |
| Non-accrual + OREO / total assets | 20% | See above | — | |
| Long-Term Incentive (RSUs) | RSUs under 2018 Plan | N/A | $270,098 grant-date FV (2024); $228,177 (2023) | Vest ratably over 3 years; dividend equivalents deferred until vest; full acceleration on death or Change in Control; forfeiture if terminate (other than death) |
2023 MIP metrics: Net income (40%), net loan funding (10%), ROAA (20%), non-accrual+REO/total assets (20%), qualitative (10%); payout to O’Donnell $274,429 .
Equity Ownership & Alignment
| Beneficial Ownership | 2023 (Record Date 3/3/2023) | 2024 (Record Date 3/4/2024) | 2025 (Record Date 3/7/2025) |
|---|---|---|---|
| Shares Beneficially Owned | 59,635 | 63,576 | 45,804 |
| % of Shares Outstanding | <1% (table shows “*”) | 1.0% | <1% (table shows “*”) |
| Options included (exercisable within 60 days) | 55,750 | 40,750 | 37,500 |
| Outstanding Equity Awards at 12/31/2024 | Quantity | Key Terms |
|---|---|---|
| Options (exercisable) | 5,000 @ $17.13 exp. 3/24/2025 | Legacy grants; all options and RSUs accelerate on Change in Control |
| 10,000 @ $22.00 exp. 4/10/2026 | — | |
| 7,500 @ $32.00 exp. 3/15/2027 | — | |
| 15,000 @ $32.69 exp. 5/30/2028 | — | |
| RSUs (unvested units) | 1,919 (1/26/2022 grant) | 3-year ratable vest; dividends deferred; accelerate on death/CIC |
| 4,682 (1/25/2023 grant) | — | |
| 6,857 (1/24/2024 grant) | — |
| Options In-the-Money Value (12/31/2024 close $34.43/share) | Shares | Exercise | Est. Intrinsic Value |
|---|---|---|---|
| $34.43 – $17.13 = $17.30 per share | 5,000 | $17.13 | ~$86,500 (5,000 × $17.30) |
| $34.43 – $22.00 = $12.43 per share | 10,000 | $22.00 | ~$124,300 (10,000 × $12.43) |
| $34.43 – $32.00 = $2.43 per share | 7,500 | $32.00 | ~$18,225 (7,500 × $2.43) |
| $34.43 – $32.69 = $1.74 per share | 15,000 | $32.69 | ~$26,100 (15,000 × $1.74) |
- Pledging/Hedging: Company maintains an insider trading policy; no specific pledging disclosures identified for O’Donnell in proxies .
- Ownership Guidelines: No executive stock ownership guideline disclosures identified in proxies; ESOP participation disclosed .
Note: A search for Form 4 insider transactions for O’Donnell from 2023–2025 in our document index returned no results; assessment of near-term selling pressure relies on changes in proxy-reported beneficial ownership [Search result: no matches]. The 2025 proxy shows a lower share count vs 2024, but cause (sales, lapses, or reclassification) is not disclosed .
Employment Terms
| Provision | Terms |
|---|---|
| 2025 Base Salary | $558,900 for O’Donnell (set by Compensation/HR Committee using S&P GI peer data for $2–$4B institutions) |
| Severance (No CIC: termination w/o Cause or Good Reason resignation) | Lump sum = 2×(base salary + highest annual bonus average over 3 years); plus 18 months continued health/medical benefits |
| Change in Control (Double Trigger within 24 months) | Lump sum = 3×(base salary + highest annual bonus average over 3 years); plus lump-sum payment equal to 18 months of group health premiums for officer + dependents |
| 280G Cutback | Payments reduced to avoid excise tax only if doing so increases net after-tax benefit; standard cutback included |
| Non-compete / Non-solicit | 6 months post-termination; geographic scope = counties with Bank branches or LPOs; restricts competition, customer/borrower solicitation, and certain employee poaching |
| Clawback/Recoupment | Incentive compensation subject to recoupment/forfeiture for manipulated results or ethical infractions causing harm |
| RSU Acceleration | Unvested RSUs fully vest upon death or Change in Control (2018 Plan) |
| Equity Acceleration (Options/RSUs) | All outstanding options and RSUs become fully vested/exercisable upon Change in Control |
| 2025 Employment Agreement Amendment (clarification) | 8-K clarified medical severance benefit terms and corrected CIC severance multiplier to 3× for Dietzler and O’Donnell (scrivener’s error in 2023 restatement) |
Compensation Structure Analysis
- Cash vs equity mix: O’Donnell’s 2024 total comp of $1.16M comprised salary (46%), MIP cash (16%), RSUs (23%), SERP accrual (11%), other (3%); equity grant value increased YoY (2023 → 2024), consistent with LTIP focus despite lower net income .
- Incentive metrics: Shift from 2023 MIP (net income and ROAA) to 2024 MIP emphasizing tangible book value and credit quality (non-accrual/OREO), aligning with capital/asset quality priorities post-acquisitions .
- Double-trigger CIC and 280G cutback: Governance-friendly protections reduce windfall risk; acceleration provisions elevate potential short-term supply if CIC occurs .
Equity Compensation Plan Context
| Plan | Shares Authorized / Available | Notes |
|---|---|---|
| 2018 Equity Incentive Plan | Max issuable 328,910; shares available for future issuance: 215,025 at 12/31/2024 | |
| Options Outstanding (All Plans) | 281,809 (weighted avg. $19.86) at 12/31/2024 | All outstanding options and RSUs accelerate upon Change in Control |
Performance & Track Record
- M&A execution: Played operational/legal leadership role in 2024 Cornerstone Financial/Cornerstone Bank acquisition and integration; MIP qualitative objectives highlight successful integration and regulatory approvals .
- Pay vs performance: Declining TSR and net income in 2024 coincided with lower CAP due mainly to equity fair value changes, indicating sensitivity of realized comp to stock performance .
Equity Ownership & Insider Activity Indicators
- Beneficial ownership decreased from 63,576 (2024) to 45,804 (2025), with exercisable options of 37,500; RSUs remain unvested and subject to service conditions (three-year ratable vest) .
- No pledging disclosures for O’Donnell; insider trading policy in place .
- Form 4 search returned no filings in 2023–2025 in our index; no direct evidence of recent insider selling beyond proxy-reported changes [Search result: no matches].
Compensation Peer Group & Process
- Committee referenced S&P Global Market Intelligence banking peers (NJ/NY/PA) with assets $2–$4B (2024) and $1–$2.6B (2023), plus Pearl Meyer assessment and NJ Bankers survey, to set competitive pay; 2024 bases set at $540,000 for O’Donnell .
Employment Contracts & Change-of-Control Economics
- Double-trigger CIC with 3× cash multiple provides retention and stability through strategic events; benefits are standard for senior bank executives and include health premium gross payments; 280G cutback reduces excess parachute exposure .
Investment Implications
- Alignment: RSU vesting over three years and MIP tied to tangible book value and credit quality indicate focus on prudent growth and capital stewardship; equity CAP sensitivity to share price aligns realized pay with TSR trends .
- Retention/turnover risk: Robust CIC (3×) and SERP benefits increase retention but elevate potential payout obligations under strategic transactions; non-compete of six months is modest, suggesting limited post-exit restrictions .
- Trading signals: Equity acceleration on CIC could increase short-term float/supply; lack of reported Form 4 activity and reduced proxy-held shares warrants monitoring around vesting dates and option expirations in 2025–2028 .
- Governance: Clawback policy and 280G cutback are shareholder-friendly; absence of pledging disclosures reduces alignment risk; continued use of market-based peer data supports pay competitiveness .