Matthew Clark

About Matthew Clark

Matthew T. Clark is Executive Vice President and Chief Information Officer (CIO) at Princeton Bancorp, Inc. (The Bank of Princeton). He joined the Bank in January 2018 as Vice President and IT Director, was promoted to Senior Vice President in January 2019, and assumed his current CIO role in April 2021; he directs all technology, cybersecurity, and digital banking initiatives. Clark has 30+ years in financial services technology, including roles at Pifer Financial Systems (computer systems/network technologies beginning in 1989), Merrill Lynch (Assistant Vice President managing global helpdesk for the internal banking platform from 2004), and Prudential Bank (IT Director from 2009; aided expansion from seven to thirteen locations, including one acquisition). He is 54 years of age .

Past Roles

External Roles

No external board or public company directorships disclosed for Matthew Clark in BPRN’s proxy .

Fixed Compensation

• Matthew Clark is not listed among the “named executive officers” (NEOs) for whom the company discloses detailed pay components; 2024–2023 NEOs are Edward J. Dietzler (CEO), Daniel J. O’Donnell (EVP, General Counsel & COO), and Stephanie Adkins (EVP & Chief Lending Officer) .
• Compensation program architecture for executives includes competitive base pay, short-term cash incentives (Management Incentive Plan), and long-term equity-based incentives (restricted stock units under the 2018 Equity Incentive Plan), plus employment agreements for certain NEOs and retirement benefits (SERP for CEO and COO) .

Performance Compensation

• Short-term incentives: The Management Incentive Plan provides annual cash-based awards, with discretion for payout in cash or stock; designed around company and individual performance goals, with oversight by the Compensation/HR Committee to balance risk and return .
• Long-term incentives: The 2018 Equity Incentive Plan authorizes RSUs and options; NEO RSUs vest ratably over three years. All outstanding options, restricted stock awards, and RSUs become fully vested and exercisable upon a change in control of the Company .
• Clawbacks: The Company maintains recoupment/forfeiture provisions for executive incentive compensation in the event of manipulated financial results or ethical infractions causing harm .

Note: Specific performance metrics, weightings, targets, and payouts for Matthew Clark’s incentives are not disclosed. NEO award details are provided for CEO/COO/CLO only .

Equity Ownership & Alignment

• Individual beneficial ownership for Matthew Clark is not itemized in the 2025 proxy’s beneficial ownership table (which lists directors and NEOs). All directors and executive officers as a group held 1,549,449 shares, representing 21.9% of outstanding shares as of March 7, 2025 .

• Hedging, margin, derivatives, and short-sales are prohibited for Covered Persons (including executive officers). Pledging is generally prohibited except for limited, pre-approved cases; the board may approve a pledge after reviewing magnitude relative to shares outstanding (aggregate shares pledged should not exceed ~3% of shares outstanding), ownership concentration, and trading volume; pledging cannot be part of a hedging/monetization strategy. Section 16(b) restrictions apply (no purchase-sell within six months) .

Employment Terms

• Employment agreements (including severance and change-in-control economics) are disclosed for CEO, COO/GC, and CLO—not for Matthew Clark. Thus, specific contract terms (tenor, severance multiples, non-compete/non-solicit) for Clark are not disclosed .
• For context, other executive agreements feature double-trigger change-in-control protection; CEO and COO receive 3x salary plus three-year average highest bonus upon qualifying CIC termination (corrected via Feb 3, 2025 8-K), and 2x salary plus bonus average upon qualifying non-CIC termination; health benefits continue post-termination. Non-compete/non-solicit restrictions apply during employment and for six months post-termination within counties where the Bank operates; Section 280G cutback provisions apply (no excise tax gross-ups) .

Investment Implications

• Alignment and trading signals: Clark is subject to strict hedging/margin/derivatives bans and limited pledging with board pre-approval—reducing misalignment risk and potential forced-selling pressure from margin loans; Section 16(b) six-month short-swing limitations add friction to rapid trade timing .
• Retention risk and disclosure: Absence of a disclosed individual employment agreement for Clark limits visibility into severance, CIC economics, and restrictive covenants for this key technology executive—an information gap for assessing retention and event-driven risk, especially amid industry digital transformation .
• Incentive design: Company-level structure emphasizes balanced risk via clawbacks, short-term cash incentives, and multi-year RSU vesting; CIC would accelerate vesting of outstanding equity awards, which can increase event-driven turnover incentives and post-CIC selling supply, though Clark’s specific outstanding grants are not disclosed .
• Performance backdrop: Company net income declined materially in 2024 and cumulative TSR values fell year-over-year, underscoring a more challenging operating environment; without Clark-specific pay-for-performance metrics, it’s difficult to quantify his incentive alignment to technology outcomes and shareholder returns .