George Rapp
About George Rapp
George S. Rapp is Executive Vice President and Chief Financial Officer of Princeton Bancorp, Inc. (since formation in 2022) and The Bank of Princeton (since March 2017). He previously served as CFO of Shore Bancshares (2013–2016), CFO and co‑founder of World Currency USA (2010–2012), and CFO of Harleysville National Corporation (2005–2010); earlier roles from 1980–2005 included CFO, CAO, COO, and Controller across financial institutions. He is 72 years old. Company performance context during his tenure includes cumulative TSR values of 142.55 (2022), 132.15 (2023), and 119.89 (2024), with net income of $26.5mm (2022), $25.8mm (2023), and $10.2mm (2024); 2024 also included the completion and integration of the Cornerstone acquisition, a strategic initiative cited in compensation discussions .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Princeton Bancorp, Inc. | EVP & Chief Financial Officer | 2022–present | Public company CFO; holding company oversight . |
| The Bank of Princeton | EVP & Chief Financial Officer | Mar 2017–present | Bank CFO; finance, capital, and reporting . |
| Shore Bancshares, Inc. | VP & Chief Financial Officer | Feb 2013–May 2016 | Public bank holding company CFO . |
| World Currency USA | CFO & executive co‑founder | 2010–2012 | Built foreign currency services provider for FIs . |
| Harleysville National Corporation | Chief Financial Officer | 2005–2010 | Led controller, treasury, and shareholder relations . |
| Various financial institutions | CFO/CAO/COO/Controller | 1980–2005 | Senior finance/operations leadership roles . |
External Roles
- Not disclosed for Mr. Rapp in the cited filings .
Fixed Compensation
- Mr. Rapp was not listed as a “named executive officer” (NEO) in the 2024 and 2023 Summary Compensation Tables; individual base salary, bonus, and other cash compensation for Mr. Rapp were not disclosed in those tables .
- An Amended and Restated Employment Agreement between the Company/Bank and George S. Rapp is on file (dated June 21, 2023) .
Performance Compensation
Design of short‑term incentives (Management Incentive Plan) and long‑term incentives (RSUs) as applied to senior executives during 2023–2024. Participation for Mr. Rapp specifically is not expressly stated; the plan applies to “selected members of management, including named executive officers” .
| Metric / Design Element | 2023 Weight/Design | 2024 Weight/Design |
|---|---|---|
| Tangible book value (ex‑CDI, goodwill, treasury stock, AOCI) | — | 50% |
| Net loan funding | 10% | 20% |
| Return on average assets (ROAA) | 20% | — |
| Non‑accrual + OREO / total assets | 20% | 20% |
| Qualitative component (risk, governance/compliance/strategic initiatives) | 10% | 10% (risk management, regulatory compliance, strategic integration of Cornerstone) |
| RSU program (LTI) | RSUs vest ratably over 3 years; value set as % of base; grants under 2018 Plan; CIC accelerates | Same: RSUs vest ratably over 3 years; 2018 Plan; CIC accelerates |
Supporting achievements cited for qualitative assessment:
- 2023: Executed Noah Bank merger; reorganized to holding company; repurchase plan activity .
- 2024: Completed and integrated Cornerstone transaction; maintained regulatory standing .
Equity Ownership & Alignment
- Beneficial ownership table in the 2025 proxy reports directors and NEOs; Mr. Rapp is not listed individually (i.e., not a director/NEO in that table). Company‑level insider ownership (directors and NEOs as a group of 14) totals 1,549,449 shares (21.9%) .
- Equity plan terms: All outstanding options under legacy plans and all outstanding restricted stock awards and RSUs under the 2018 Plan become fully vested and exercisable upon a change in control (CIC) .
- RSU vesting cadence (company‑standard): annual grants vest in one‑third installments over three years; dividend equivalents paid upon vesting .
- ESOP and 401(k): Company maintains an ESOP and 401(k) with employer matches; NEO participation is disclosed; ESOP accounts vest 25% per year, fully vested at normal retirement, death, ESOP termination, or CIC .
- Insider trading policy in place; Code of Conduct applicable to PEO, PFO, and employees .
- Pledging/hedging prohibitions and officer ownership guidelines are not disclosed in the cited excerpts; no specific mention for Mr. Rapp .
Employment Terms
| Term | Detail |
|---|---|
| Employment agreement | Amended and Restated Employment Agreement with George S. Rapp dated June 21, 2023 (filed as 10.7 to FY2023 10‑K) . |
| 2025 amendment | On Jan 22, 2025, the Company amended executives’ employment agreements (including Mr. Rapp) to clarify medical severance benefits for involuntary termination without Cause or voluntary termination for Good Reason following a CIC; separate correction restored the CIC severance multiplier to 3x for the CEO and COO (not stated for Mr. Rapp) . |
| Severance (no CIC) | Not disclosed for Mr. Rapp in proxy narrative; (CEO/COO disclosed as 2x salary plus 3‑yr average of highest annual bonus; CLO 1x salary) — Mr. Rapp’s multiple not stated in the proxy text . |
| Severance (CIC) | Double‑trigger structure across executives; equity awards accelerate on CIC under plan terms; CEO/COO CIC multiple restored to 3x by amendment; Mr. Rapp’s CIC cash multiple not specified in extracted text . |
| Health benefits on separation | 18 months of continued health/medical benefits for certain executives under agreements; the 2025 amendment for Mr. Rapp clarifies medical severance benefits following qualifying CIC separations . |
| 280G treatment | CEO/COO subject to cut‑back to avoid excess parachute payments; CLO capped at $1 below 3x “base amount”; Mr. Rapp’s 280G treatment not specified in proxy excerpt . |
| Restrictive covenants | 6‑month non‑compete/non‑solicit in executive agreements described for certain executives; Mr. Rapp’s specific covenant terms not disclosed in the proxy excerpt . |
| Clawback | Executive Compensation Clawback Policy (2023) provides recovery of after‑tax “excess” performance‑based compensation if a restatement is caused by fraud/intentional illegal conduct materially contributing to the restatement, subject to committee discretion . |
| Certifications | Mr. Rapp signed SOX Section 906 certification as Principal Financial Officer for FY2024 10‑K . |
Performance & Company Metrics During Tenure
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Value of initial fixed $100 investment (TSR) | 142.55 | 132.15 | 119.89 |
| Net income ($ thousands) | 26,494 | 25,765 | 10,242 |
Compensation Structure Analysis
- Shift in pay mix emphasis: 2024 MIP weighting pivoted away from 2023’s ROAA and net income toward tangible book value (50%) and credit quality metrics, with continued focus on loan growth and qualitative risk/strategy factors; long‑term incentives remain RSUs with 3‑year ratable vesting and CIC acceleration .
- Governance controls: Independent compensation/HR committee; insider trading policy; recoupment policy (clawback); double‑trigger CIC severance framework; no SEC‑style no‑fault clawback disclosure in extracted text—policy references misconduct‑based recovery .
- Peer benchmarking: Committee referenced S&P Global Market Intelligence data (regional bank peers by asset size) to set compensation levels (e.g., 2024 salary setting for other NEOs), but no explicit peer list or target percentile disclosed in excerpts .
Related Party Transactions and Red Flags
- No Rapp‑specific related party transactions or pledging/hedging disclosures were identified in the cited sections .
- Equity awards (options/RSUs) accelerate upon CIC (single‑trigger for equity), which can create windfall risk on change‑in‑control irrespective of performance; noteworthy for alignment considerations .
Say‑on‑Pay & Shareholder Feedback
- The company holds annual advisory votes on executive compensation; the 2025 proxy indicates the next say‑on‑pay vote will occur in 2026 (frequency proposal included) .
Investment Implications
- Alignment and retention: Mr. Rapp’s individual cash and equity pay levels are not disclosed in recent proxies (not an NEO), limiting visibility into his personal pay‑for‑performance alignment and potential selling pressure from vesting. However, company‑standard RSU grants vest over three years and fully accelerate on CIC, which can elevate turnover/selling risk around M&A events .
- Incentive design signals: The 2024 shift toward tangible book value and credit‑quality weightings suggests a conservative posture during an integration year (Cornerstone), aligning finance leadership incentives with capital strength and asset quality—constructive for bank risk management under the CFO’s purview .
- Change‑in‑control economics: 2025 amendments restored CEO/COO CIC multiples to 3x and clarified medical severance benefits for executives including Mr. Rapp, indicating robust protections and potential retention or exit costs in strategic scenarios; Mr. Rapp’s exact CIC multiple is not disclosed in the excerpts .
- Execution risk: Net income and TSR declined in 2024 amid integration and rate‑cycle pressures; Rapp’s extensive CFO experience across banks and M&A integrations is a mitigating factor, but reduced 2024 performance could dampen annual incentive outcomes and heighten scrutiny on 2025 profitability and capital metrics .
Citations