Martin Tuchman
About Martin Tuchman
Martin Tuchman (age 84) is an independent director of Princeton Bancorp, Inc. (BPRN), serving on the board since September 2017. He is Chairman and CEO of The Tuchman Group (real estate, banking, international shipping) since 2007, and holds a B.S. in Mechanical Engineering (NJIT) and an MBA (Seton Hall). He is classified as independent under Nasdaq rules; the board had six independent directors in 2024 and he is not an employee of the company .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| The Tuchman Group | Chairman & CEO | 2007–present | Leads diversified holdings in real estate, banking, shipping |
| FTAI Aviation Ltd. (NASDAQ) | Director | Nov 2022–present | Current public company directorship |
| Fortress Transportation & Infrastructure (NYSE) | Director | May 2015–Nov 2022 | Public board experience pre-spin |
| First Choice Bank (NJ) | Vice Chair; then Chair | Dec 2008–Apr 2015; Apr 2015–Dec 2016 | Community bank leadership |
| Yardville National Bancorp | Director | 2000–2007 | Regional bank board experience |
| Horizon Lines, Inc. | Director | Nov 2011–May 2015 | Shipping industry board experience |
| SeaCube Container Leasing Ltd. | Director | Mar 2011–Apr 2013 | Container leasing industry board experience |
External Roles
| Company | Exchange | Role | Start | Notes |
|---|---|---|---|---|
| FTAI Aviation Ltd. | NASDAQ | Director | Nov 2022 | Only current public company directorship disclosed |
Except for FTAI Aviation Ltd., no other current public company directorships are disclosed for any BPRN director; prior roles summarized above .
Board Governance
- Committee assignments (2024): Audit Committee member; Compensation/HR Committee member. Chairs are Judith A. Giacin (Audit) and Richard J. Gillespie (Comp/HR), indicating Tuchman serves as a member rather than chair .
- Independence: The board determined all directors except Stephen Distler, Edward J. Dietzler, and Susan M. Barrett were independent; committee memberships require independence and include Tuchman .
- Attendance: In 2024, the board met 11 times; Audit 4; Compensation/HR 6; Nominating 1. Each director attended at least 75% of their meetings, and all directors attended the 2024 annual meeting (Ms. Barrett excluded as she joined later) .
- Board structure: 9 directors; independent chair (Richard J. Gillespie). Risk oversight distributed across Audit, Compensation/HR, and Nominating committees with full-board oversight .
Fixed Compensation (Director)
| Year | Cash Retainer (USD) | Other Cash/Perqs (USD) | Notes |
|---|---|---|---|
| 2024 | 80,000 | 600 (club dues) | Non-employee director fees |
Performance Compensation (Director)
| Year | Award Type | Grant Fair Value (USD) | Vesting | Outstanding as of 12/31/24 |
|---|---|---|---|---|
| 2024 | RSUs | 55,522 | One-year cliff vesting for director RSUs | 1,250 RSUs outstanding; no options |
For directors, RSUs are time-based (no performance metrics disclosed); each RSU vests into one share or cash after a one-year cliff .
Other Directorships & Interlocks
| Type | Entity | Nature | Potential Interlock/Conflict Consideration |
|---|---|---|---|
| Public board | FTAI Aviation Ltd. (NASDAQ) | Director | No disclosed overlap with BPRN customers/suppliers |
| Prior boards | Multiple (see Past Roles) | Director roles in banks/shipping | Historical; no current interlock identified |
Expertise & Qualifications
- Banking leadership and board experience across multiple financial institutions; prior bank chair/vice chair roles .
- Real estate and shipping operating expertise via The Tuchman Group; industry knowledge relevant to community banking collateral/credit contexts .
- Advanced education (MBA) and engineering background (B.S. Mechanical Engineering) .
Equity Ownership
| Holder | Beneficial Ownership (Shares) | % of Outstanding | Structure/Notes |
|---|---|---|---|
| Martin Tuchman | 730,250 | 10.6% (based on 6,915,086 shares outstanding) | Includes 629,141 shares held by the Martin Tuchman Revocable Trust (trustee: Tuchman) |
| Voting limitation | — | — | Articles cap voting power at 9.9% (684,593 shares) for Tuchman despite 10.6% beneficial ownership |
| Director equity awards | — | — | 1,250 RSUs outstanding; no stock options outstanding as of 12/31/24 |
Related-Party Transactions (Conflict Review)
- Branch lease with entity owned by Tuchman: In 2023, BPRN opened a Kingston, NJ branch in a building owned by Princeton International Properties, Inc. (PIP), a company owned by Martin Tuchman. Five-year lease commenced April 1, 2023, with two five-year renewal options; rent $2,350/month with 3% annual increases; total rent paid to PIP in 2024 was $34,968 .
- Director/officer lending: Company states loans to directors/affiliates were on market terms, ordinary course, and approved by the board; no unfavorable features disclosed .
RED FLAG: Ongoing related-party lease with an entity owned by Tuchman creates perceived conflict risk, although terms and approvals are disclosed (monitor Audit Committee oversight and annual related-party reviews) .
Governance Assessment
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Strengths
- Significant “skin in the game” with 10.6% beneficial ownership (subject to a 9.9% voting cap), aligning incentives with outside shareholders .
- Independent status with active roles on Audit and Compensation/HR committees; board/committee attendance thresholds met and annual meeting attended, supporting engagement .
- Diverse operating and board experience (banking, real estate, shipping) and current public board seat at FTAI Aviation, contributing business and governance perspective .
-
Watch items / Risks
- Related-party branch lease with Tuchman-owned PIP is a standing conflict to monitor for fair dealing and independence safeguards (pricing, approvals, renewals) .
- Concentrated ownership could influence governance dynamics despite the 9.9% voting cap; continued monitoring of independence affirmations and committee composition is warranted .
- Board refreshment considerations given director age (84) and tenure since 2017; succession planning and ongoing evaluation by the Nominating Committee should be observed .
Section 16 compliance note: The company reports timely insider filings for directors and 10% holders during 2024 (one late Form 4 was by the CEO, not Tuchman) .
Appendix: Board & Committee Activity Context (2024)
| Body | Meetings Held (2024) | Notes |
|---|---|---|
| Board of Directors | 11 | Each director ≥75% attendance; all directors attended 2024 annual meeting |
| Audit Committee | 4 | Tuchman member; chair is Giacin; Audit Committee Report filed Mar 12, 2025 |
| Compensation/HR Committee | 6 | Tuchman member; chair is Gillespie |
| Nominating Committee | 1 | Tuchman is not listed as a member |