Edward Dietzler
About Edward Dietzler
Edward J. Dietzler is President and CEO of Princeton Bancorp, Inc. and The Bank of Princeton; he became Acting President in Jan 2012, Bank President in May 2012, Bank CEO in Jan 2018, and Company CEO since its formation in Feb 2022. He was appointed to the Bank’s board in June 2012 and serves as a director of the Company; he is 60 and holds an MBA from Widener University . Pay-versus-performance shows Company TSR (value of $100 from 12/31/2021) of 142.55 (2022), 132.15 (2023), and 119.89 (2024), while net income was $26.5mm (2022), $25.8mm (2023), and $10.2mm (2024) . Compensation Actually Paid (CAP) to the CEO increased in 2022 and 2023 but decreased in 2024, mainly due to equity fair value changes, indicating partial alignment with TSR and earnings trends .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| GMAC Mortgage | Director of Risk Management | 1997–2003 | Led derivative trading and balance sheet management, strengthening risk discipline |
| Yardville National Bank | First SVP, Capital Markets | 2003–2007 | Oversaw balance sheet and capital management |
| Bear Stearns Bank & Trust (Princeton) | Managing Director | 2007–2008 | Responsible for banking and mortgage operations |
| The Bank of Princeton | SVP, Corporate Development; then EVP & COO | 2009–2011 | Built corporate development and operations capability |
| The Bank of Princeton | Acting President → President → CEO | 2012–present | Executive leadership; growth, M&A (Noah Bank 2023; Cornerstone 2024) |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Community/charitable/educational organizations (local area) | Various involvement | Not dated | Engagement noted, specific boards not disclosed in proxy |
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | $525,000 | $600,000 | $650,000 |
| All Other Compensation ($) | $38,842 | $33,125 | $44,130 |
| Current Contracted Base (2025) | $672,750 (per employment agreement) |
Notes: “All Other Compensation” includes life insurance benefits, auto allowance, 401(k) match, cell phone allowances, club dues, and ESOP allocation value .
Performance Compensation
Annual Cash Incentive (Management Incentive Plan)
| Year | Metric | Weighting | Target | Actual | Payout ($) | Vesting |
|---|---|---|---|---|---|---|
| 2024 | Tangible book value (ex-CDI, goodwill, TS, AOCI) | 50% | Not disclosed | Not disclosed | $221,152 | Cash; annual |
| 2024 | Net loan funding | 20% | Not disclosed | Not disclosed | $221,152 (total payout above) | Cash; annual |
| 2024 | Non-accrual loans + OREO / total assets | 20% | Not disclosed | Not disclosed | Cash; annual | |
| 2024 | Qualitative (risk mgmt, regulatory, strategic) | 10% | Not disclosed | Achievements described (Cornerstone acquisition/integration; compliance; cybersecurity) | Cash; annual | |
| 2023 | Net income | 40% | Not disclosed | Not disclosed | $329,315 | Cash; annual |
| 2023 | Net loan funding | 10% | Not disclosed | Not disclosed | Cash; annual | |
| 2023 | ROAA | 20% | Not disclosed | Not disclosed | Cash; annual | |
| 2023 | Non-accrual + REO / total assets | 20% | Not disclosed | Not disclosed | Cash; annual | |
| 2023 | Qualitative (risk, governance, strategy) | 10% | Not disclosed | Achievements (Noah Bank acquisition; holding company reorg; buybacks) | Cash; annual | |
| 2022 | Threshold/Target/Max opportunity (% of salary) | 15% / 30% / 45% | N/A | N/A | $331,541 | Cash; annual |
Long-Term Equity (RSUs under 2018 Plan)
| Grant Date | Type | Vesting | Unvested Units (12/31/24) | Market Value at $34.43 |
|---|---|---|---|---|
| 1/26/2022 | RSU | 1/3 per year over 3 years | 2,238 | $77,054 |
| 1/25/2023 | RSU | 1/3 per year over 3 years | 5,775 | $198,833 |
| 1/24/2024 | RSU | 1/3 per year over 3 years | 8,457 | $291,175 |
Additional terms: Dividend equivalents accrue but are not paid until vest; all unvested RSUs vest upon change-in-control; forfeiture upon termination other than death; death and CIC accelerate vesting .
Equity Award Values (Grant-Date Fair Value)
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Stock Awards ($) | $202,192 | $281,428 | $325,130 |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total Beneficial Ownership | 79,904 shares (1.2% of outstanding) |
| Options (exercisable; none unexercisable at 12/31/24) | 6,400 @ $17.13 exp 3/24/2025; 7,500 @ $32.00 exp 3/15/2027; 15,000 @ $32.69 exp 5/30/2028 |
| RSUs unvested | 16,470 units with $567,062 market value at $34.43 close |
| In-the-money option intrinsic value (at $34.43, 12/31/24) | ≈$111,488 for $17.13 strike; ≈$18,225 for $32.00 strike; ≈$26,100 for $32.69 strike (computed from ) |
| Shares pledged as collateral | Not disclosed |
| Ownership guidelines | Not disclosed |
| Insider filing compliance | One late Form 4 filing reported (one transaction) |
Potential insider selling pressure indicators:
- RSU tranche vesting annually for 2022–2024 grants; share delivery could create periodic liquidity events .
- Options expiring Mar 24, 2025 (6,400 @ $17.13) may prompt exercise and potential sales around expiry .
Employment Terms
| Provision | CEO Terms (Dietzler) |
|---|---|
| Base salary (2025) | $672,750 |
| Non-CIC severance | 2x (base salary + highest 3-year average annual bonus, cash or stock) + 18 months health benefits |
| CIC severance (double trigger) | 3x (base salary + highest 3-year average annual bonus) + cash for 18 months health premiums; payable if terminated without Cause or for Good Reason within 24 months of CIC |
| Equity acceleration on CIC | All outstanding options and RSUs become fully vested/exercisable upon CIC (single-trigger for equity) |
| SERP (Supplemental Executive Retirement Plan) | Life annuity; annual benefit $120,728 at age 65; vests ratably over 4 years (started 2021); full vest on CIC; forfeiture for Cause; distributions at later of age 65 or separation; rabbi trust upon CIC |
| Non-compete / Non-solicit | 6 months post-termination; covers counties with Bank branches or LPOs; restricts competing, soliciting customers/borrowers, and soliciting certain employees |
| 280G | Cutback to avoid excess parachute tax if cutback yields higher net after-tax benefit |
| Clawback (recoupment) | Incentive comp subject to recoupment/forfeiture for manipulated results or ethical violations causing harm |
Board Governance
- Director service: Dietzler is an incumbent director nominee; not independent under Nasdaq standards (non-independent: Distler, Dietzler, Barrett) .
- Committee roles: Audit, Compensation/HR, and Nomination Committees are fully independent; Dietzler does not serve on these committees .
- Board leadership: Independent Chairman (Richard J. Gillespie); CEO and Chair roles are separated to support risk oversight .
- Attendance: Board held 11 meetings in 2024; each director attended ≥75% of board and committee meetings; all directors attended the 2024 annual meeting (Barrett joined Aug 2024) .
Director Compensation
- Non-employee directors received a $80,000 cash retainer plus RSUs; employee directors (e.g., CEO) are not listed in the director compensation table for fees .
Compensation Structure Analysis
- Mix: Balanced cash (salary + annual MIP) and multi-year RSUs; RSUs vest over 3 years; SERP provides long-dated retirement incentives .
- At-risk pay: Annual MIP tied to profitability/capital, growth, and credit quality metrics; qualitative overlay for risk/compliance/strategy .
- Equity risk: Equity awards accelerate on CIC (single-trigger), increasing payout sensitivity to M&A outcomes .
- Peer benchmarking: Committee used S&P Global Market Intelligence compensation data for banks with $2–$4B assets in NJ/NY/PA; specific peer names not disclosed .
Related Party Transactions (governance red flags to monitor)
- HQ lease with JAT Holdings (owned by director Distler): ~$275k (2024) triple-net, CPI-capped increases, approved by disinterested directors .
- Branch lease with PIP (owned by director Tuchman): $34,968 paid in 2024 .
- Change-in-control payment to director Barrett from prior employer post acquisition: $320,362 .
- Director/officer loans: On market terms; ordinary course; approved by board .
Performance & Track Record
- Strategic execution: Completed Noah Bank acquisition and integration (2023); reorganized into holding company; executed buybacks (2023); acquired Cornerstone Financial Corporation and Cornerstone Bank with integration (2024) .
- Pay-versus-performance: CEO CAP rose in 2022–2023 reflecting strong prior-year performance and vesting; declined in 2024 as equity fair values fell; TSR declined in 2023 and 2024; net income fell 60% in 2024 vs 2023 .
Equity Ownership & Grants – Detail
| Item | 2022 | 2023 | 2024 |
|---|---|---|---|
| Non-Equity Incentive ($) | $331,541 | $329,315 | $221,152 |
| Change in Pension Value (SERP) ($) | $216,619 | $233,349 | $200,081 |
| Stock Awards (Grant-Date FV) ($) | $202,192 | $281,428 | $325,130 |
Risk Indicators & Red Flags
- Single-trigger equity acceleration on CIC (options/RSUs) .
- Related party leases with directors (Distler, Tuchman) .
- One late Form 4 filing by CEO (timeliness control risk) .
- Hedging/pledging policy specifics not disclosed (insider trading policy exists) .
Compensation Peer Group & Say-on-Pay
- Peer group methodology disclosed (asset-based regional banks via S&P Global data); names and target percentile not disclosed .
- Say-on-pay proposal scheduled annually; historical approval percentages not disclosed .
Investment Implications
- Alignment: CEO’s pay structure combines performance-tied cash incentives (profitability, credit quality, growth) and multi-year RSUs with service-based vesting; CAP trends reflected declining equity fair values in 2024 alongside lower TSR and net income, suggesting some alignment between realized pay and performance .
- Retention/CIC: Double-trigger severance (3x salary+bonus) plus single-trigger equity acceleration and full SERP vesting upon CIC create strong retention incentives but also increase payout sensitivity in sale scenarios .
- Selling pressure signals: Annual RSU vesting from 2022–2024 grants and the Mar 2025 option expiry could create periodic liquidity events; beneficial ownership is 1.2%, offering modest “skin-in-the-game” compared to some peers .
- Governance: Independent Chair and independent committees mitigate dual-role concerns; related party leases warrant ongoing oversight; late Form 4 highlights need for tight compliance processes .