Jeffrey Hanuscin

About Jeffrey Hanuscin

Senior Vice President, Treasurer and Chief Accounting Officer (Principal Accounting Officer) of Princeton Bancorp, Inc. since the holding company’s formation in 2022; joined The Bank of Princeton in October 2017 as VP, Director of Finance and became SVP & Chief Accounting Officer in May 2019. Previously Controller at Prudential Bancorp (2013–2017), CFO/Treasurer at NOVA Bank (2008–2011), and CFO/Treasurer then VP/Controller at Royal Bancshares of Pennsylvania (2001–2008). Age 60. As PAO, he signs the company’s SEC reports. Company performance context during his tenure includes declining TSR in 2023–2024 and lower 2024 net income after prior strength.

Company performance (context for executive incentives):

Past Roles

External Roles

• No public company directorships or external board roles disclosed in the proxy biography for Mr. Hanuscin.

Fixed Compensation

• Base salary, target bonus, and actual bonus: Not disclosed for Mr. Hanuscin (he is not listed as a named executive officer in the Summary Compensation Table).

Performance Compensation

• While the company’s Management Incentive Plan (MIP) governs NEO cash bonuses, participation by Mr. Hanuscin is not explicitly disclosed. For 2024, MIP metrics and weightings were: Tangible Book Value (50%), Net Loan Funding (20%), Non-accruals + OREO as % assets (20%), and Qualitative (10%).

• Long‑term incentives (plan design): Company’s 2018 Equity Incentive Plan authorizes RSUs and options; RSUs granted to executives vest ratably over 3 years, and all outstanding options/RSUs accelerate upon a change in control. (Plan terms disclosed for the program; individual awards for Mr. Hanuscin are not listed.)

Equity Ownership & Alignment

• Beneficial ownership: Mr. Hanuscin is not listed individually in the 2025 proxy’s “Security Ownership of Certain Beneficial Owners and Management” table (which reports directors and named executive officers). Therefore, his individual ownership is not disclosed in that table.
• Pledging/hedging: Insider Trading Policy prohibits short sales, options trading, hedging/monetization; pledging is prohibited except with prior board approval (limited and subject to thresholds). Hanuscin is a covered person under this policy.
• Clawback: Company maintains an Executive Compensation Clawback Policy (Exhibit 97.1).
• Equity program structure: RSUs under the 2018 Plan vest over 3 years; all option/RSU awards accelerate on change in control.

Employment Terms

• Agreement type: Amended & Restated Change in Control Agreement (June 21, 2023) between Princeton Bancorp, The Bank of Princeton, and Jeffrey T. Hanuscin. It is expressly not an employment contract. Payments are subject to FDIC golden parachute regulations.
• CIC definition: Beneficial ownership of ≥25% (if not pre‑approved) or >50% of voting power, or board turnover as defined.
• Severance (double‑trigger): If involuntarily terminated without Cause or resigns for Good Reason within 12 months after a Change in Control, lump‑sum cash severance equals 1x base salary (payable within 5 business days, subject to potential 409A six‑month delay if applicable).
• 280G cutback: Total payments reduced to $1 below the 280G threshold to avoid excise tax (cutback applies at company’s determination).
• Confidentiality: Ongoing non‑disclosure obligations; equitable remedies available for breach.
• Term/renewal: Agreement term runs through December 31, 2023, with automatic one‑year extensions each December 31 thereafter so the term remains two years, unless non‑renewed by either party. In a CIC, term extends to at least the first anniversary of the CIC.
• Regulatory limitations: Benefits cannot be paid if prohibited by 12 U.S.C. §1828(k) and 12 C.F.R. Part 359; agreement confirms it is not a management or employment agreement.

Investment Implications

• Pay alignment and retention: Hanuscin’s CIC protection is modest at 1x base salary and is double‑triggered, aligning payouts with actual job loss post‑transaction and limiting windfalls (shareholder‑friendly). The 280G cutback further caps potential parachute costs.
• Selling pressure and alignment: No individual ownership disclosure for Hanuscin in the proxy reduces transparency on “skin‑in‑the‑game,” but the insider policy’s prohibitions on short‑term trading, hedging, and pledging (absent board approval) mitigate misalignment and forced selling risks.
• Incentive design backdrop: Company MIP emphasizes tangible book value, credit quality, and loan growth—metrics that can reinforce prudent balance‑sheet management relevant to a PAO/Treasurer; RSU vesting over three years and CIC acceleration foster retention through multi‑year periods and protect executives in a sale. (Participation for Hanuscin not specifically disclosed.)
• Execution risk context: Company TSR fell in 2023–2024 and net income declined significantly in 2024, heightening the importance of rigorous financial controls and balance‑sheet discipline—areas directly under a PAO’s purview.

Sources: Company DEF 14A (Mar. 25, 2025) for biography, governance, incentive design, and performance; Change in Control Agreement (Ex. 10.4 to Q2’23 10‑Q) for CIC economics; 10‑K/A exhibit index for policy references.

• Bio, roles, age, tenure:
• SEC signature (PAO):
• Ownership table scope (not listing Hanuscin):
• MIP metrics/weights:
• 2018 Equity Plan/RSU vesting/CIC acceleration:
• TSR and Net Income (Pay vs Performance):
• Insider Trading Policy (hedging/pledging bans; covered persons incl. Hanuscin):
• Clawback policy reference (Ex. 97.1):
• CIC Agreement existence (Exhibit listing):
• CIC Agreement terms (definitions, severance 1x, 409A timing, renewal, 280G cutback, confidentiality, regulatory limits, not an employment contract):