Richard Gillespie
About Richard J. Gillespie
Richard J. Gillespie is the independent Chairman of the Board of Princeton Bancorp, Inc. (BPRN). He is the retired Founder and President of Gillespie, Inc., a top-75 U.S. advertising agency, later serving on McCann-Erickson’s North American and Worldwide boards before retiring in 2005. Gillespie led MediGuide America as Vice Chairman and Chairman (2006–2023) and is President of RG Development (since 2006). He is 80 years old and has served on BPRN’s board since 2007 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Gillespie, Inc. | Founder & President | 1973–1998 (acquired by McCann-Erickson) | Built a top-75 U.S. ad agency with >$200M billings; deep financial services marketing experience (Capital One, Bank of New York, Household, MBNA) |
| McCann-Erickson (Direct Marketing Division) | North American & Worldwide Board Member | 1998–2005 | Oversight/strategy exposure in global marketing |
| MediGuide America | Vice Chairman; Chairman | 2006–2023 | Grew health services client footprint across 60+ countries |
| RG Development | President | 2006–present | Real estate development in New Jersey |
External Roles
| Organization | Role | Public/Private | Notes |
|---|---|---|---|
| — | — | Public company directorships | None; except for Mr. Tuchman at FTAI Aviation Ltd., no BPRN director serves on other public boards |
| New Jersey Advertising Hall of Fame | Inductee | — | Recognition for advertising career |
Board Governance
- Board leadership: Independent Chair (Richard J. Gillespie); CEO role held separately (Edward J. Dietzler), facilitating independent risk oversight .
- Independence: Board has six independent directors under NASDAQ standards; all members of Audit, Compensation/HR, and Nomination committees are independent .
- Attendance: Board met 11 times in 2024; Audit 4; Compensation/HR 6; Nomination 1. Each director attended ≥75% of aggregate board and committee meetings; all directors attended the 2024 annual meeting except Ms. Barrett (appointed August 23, 2024) .
| Committee | Membership | Chair Role | Independence |
|---|---|---|---|
| Audit | Judith A. Giacin (Chair), Robert N. Ridolfi, Martin Tuchman, Richard J. Gillespie | — | All members independent; SEC 10A(m)(3) compliant |
| Compensation/HR | Richard J. Gillespie (Chair), Judith A. Giacin, Martin Tuchman, Robert N. Ridolfi | Chair | All members independent |
| Nomination | Ross Wishnick (Chair), Richard J. Gillespie, Robert N. Ridolfi | — | Oversees governance practices and board evaluations |
Fixed Compensation (Director)
| Component | 2024 Amount |
|---|---|
| Annual cash retainer | $80,000 |
| All other compensation (club dues) | $7,860 |
| Total | $156,466 |
Notes: Meeting fees and committee chair fees are not separately disclosed; director cash and RSU grants are authorized at the board’s discretion .
Performance Compensation (Director)
| Award Type | Grant Detail | Value/Count | Vesting/Terms |
|---|---|---|---|
| RSUs | Annual director grant (2024) | $68,586 grant-date fair value | Director RSUs vest after a one-year cliff |
| RSUs (outstanding as of 12/31/2024) | RSU units count | 1,500 units | Each RSU converts to one share or cash upon vesting |
| Stock Options (legacy) | Fully vested | 10,000 options at $18.17 strike, expire 7/15/2025 | Fully vested; standard option terms |
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Public company boards | None for Gillespie (only Mr. Tuchman serves on FTAI Aviation Ltd.) |
| Related-party exposures (Board-level) | Headquarters leased from JAT Holdings (owned by Director Stephen Distler); 2024 rent ≈$275K . Kingston branch leased from Princeton International Properties (owned by Director Martin Tuchman); 2024 rent $34,968 . No Gillespie-specific related-party transaction disclosed in proxy’s “Certain Relationships and Related Transactions” section . |
Expertise & Qualifications
- Deep domain expertise in branding/marketing and financial services customer acquisition, with decades of board exposure and operating leadership .
- Committee leadership across Compensation/HR and service on Audit and Nomination indicates broad governance skill set and oversight engagement .
Equity Ownership
| Holder | Shares Beneficially Owned | % Ownership | Notable Details |
|---|---|---|---|
| Richard J. Gillespie | 95,761 | 1.4% | Includes 6,250 shares with shared voting/investment power and options to purchase 10,000 shares |
| Director awards outstanding (as of 12/31/2024) | RSUs | 1,500 units | Director RSUs vest after one year |
| Director options outstanding (as of 12/31/2024) | Options | 10,000 options, strike $18.17, expire 7/15/2025 | Fully vested |
Governance Assessment
- Positives: Independent Chair, separate CEO/Chair roles, independent and active committees, and strong attendance (≥75%) support board effectiveness and oversight quality .
- Alignment: Gillespie’s equity mix (annual RSUs plus legacy options) and direct beneficial ownership provide skin-in-the-game; options are near maturity, while RSUs deliver ongoing alignment via one-year cliff vesting .
- Potential conflicts: No Gillespie-specific related-party transactions disclosed; however, board-level related-party leases with entities owned by other directors (Distler, Tuchman) represent structural conflict risks requiring continued independent oversight and fair-market validation .
- Succession/refresh: Long tenure (since 2007) and advanced age (80) underscore succession planning importance and board refresh considerations to maintain forward-looking governance capacity .
RED FLAGS
- Related-party leases with other directors (Distler’s JAT Holdings; Tuchman’s PIP) require vigilant oversight; continued fair-market validation and disinterested approvals are essential .
- Board longevity: Gillespie’s long service and age suggest a need for structured refresh and succession planning to sustain governance resilience .
Independence & Engagement Signals
- Chair independence affirmed; committees fully independent per NASDAQ and SEC 10A(m)(3) where applicable .
- Attendance strong across board and committees; directors attended the 2024 annual meeting (except Barrett due to timing of appointment), indicating engagement .