Ross Wishnick
About Ross Wishnick
Ross Wishnick is a 73-year-old independent director and Vice Chairman of Princeton Bancorp, Inc. (BPRN). He has served on the board since 2007, bringing a background in commercial real estate development and prior bank directorship, with deep ties to the local community through civic leadership and philanthropy .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Crestwood Village, Inc. | Senior executive (homebuilding; active adult communities) | 1978–1997 | Operated in development of active adult communities |
| First Washington State Bank | Founding director | 1988–2005 | Served on Loan, Personnel, and Technology Committees |
External Roles
| Organization/Entity | Role | Tenure | Notes |
|---|---|---|---|
| Princeton Human Services Commission | Member; Chair | 2009–2020 | Oversight of services for youths/seniors; community advocacy |
| Send Hunger Packing Princeton | Founder/lead | 2013–present | Weekend food for low-resource students |
| Princeton Education Foundation (PEF) | Advisory board member | 2010–2013 | Supports capital improvements/education |
| Princeton Democratic Municipal Committee (PDMC) | Member; past Treasurer | 2008–present | Elected position; local governance engagement |
| Jersey Mike’s Subs (Massachusetts franchise) | Co-owner with son | Opened March 2021; approved to open 3 additional locations | Private business interest |
Board Governance
- Independence: Wishnick is determined independent under NASDAQ standards; only Distler, Dietzler, and Barrett are not independent .
- Committee assignments: Chair, Nomination Committee; Committee reviews independence annually, oversees governance practices, and evaluates board composition/performance .
- Attendance and engagement: In 2024, Board held 11 meetings; Audit 4; Compensation/HR 6; Nomination 1. Each director attended at least 75% of Board and applicable committee meetings; all directors attended the 2024 Annual Meeting except Barrett (appointed August 23, 2024) .
- Other public company directorships: None; proxy notes only Martin Tuchman serves on a public company board (FTAI Aviation Ltd.) .
- Board leadership: The Chairman is independent (Richard J. Gillespie); CEO and Chair roles are separated .
Fixed Compensation
| Year | Cash Retainer ($) | All Other Compensation ($) | Total Fixed ($) |
|---|---|---|---|
| 2024 | 80,000 | — | 80,000 |
Notes:
- Director fees are authorized by the Board; meeting fees are not separately disclosed in the 2024 table .
Performance Compensation
| Year | RSU Grant Date Fair Value ($) | Option Awards (Current Year) | Total Performance ($) |
|---|---|---|---|
| 2024 | 55,522 | Not applicable (no 2024 option grants to directors disclosed) | 55,522 |
Equity detail (as of Dec 31, 2024):
- Outstanding director equity: 10,000 fully vested options, $18.17 strike, expiring July 15, 2025; 1,250 RSUs outstanding with one-year cliff vesting .
- Change-in-control: All outstanding options, restricted stock awards, and RSUs become fully vested and exercisable upon a change in control under the 2018 Equity Incentive Plan .
Performance metric table for director equity:
| Component | Metric Type | Vesting/Performance Condition | Disclosure |
|---|---|---|---|
| Director RSUs | Time-based | One-year cliff vesting; each RSU converts to one share or cash upon vest | No TSR/financial targets disclosed for director RSUs |
| Director Options | Time-based | Previously granted; fully vested; fixed strike $18.17; expire 7/15/2025 | No performance conditions attached |
| CIC treatment | Structural | Full acceleration for options/RSUs upon change-in-control | Plan-level provision |
Other Directorships & Interlocks
| Company | Type | Role | Overlap/Interlock |
|---|---|---|---|
| N/A | Public company | N/A | Proxy states no directors (other than Tuchman at FTAI Aviation) hold public co. directorships |
Related-party exposure (board-wide, not Wishnick-specific):
- Headquarters lease with JAT Holdings, LLC (100% owned by Director Stephen Distler): ~$275,000 rent/charges in 2024; CPI-capped escalator; approved by disinterested/independent directors .
- Kingston branch lease with Princeton International Properties, Inc. (owned by Director Martin Tuchman): $2,350/month; $34,968 total rent paid in 2024; annual 3% escalator .
- Change-in-control payment to Director Susan Barrett related to Cornerstone Financial acquisition: $320,362 on 9/13/2024 .
- Director/affiliate loans made on market terms, approved by Bank’s board; no unfavorable features .
No Wishnick-specific related-party transactions are disclosed in the proxy .
Expertise & Qualifications
- Commercial real estate development (25 years) and senior operating experience in homebuilding .
- Prior bank directorship (First Washington State Bank), with committee service (Loan, Personnel, Technology) .
- Community leadership (Princeton Human Services Commission chair; Send Hunger Packing founder) .
- Current Vice Chairman of BPRN Board; ties to local market .
Equity Ownership
| Holder | Beneficially Owned Shares (#) | Ownership (%) | Notes |
|---|---|---|---|
| Ross Wishnick | 89,193 | 1.3% | Includes options to purchase 10,000 shares |
Vested vs. unvested and instruments:
- Options: 10,000 fully vested at $18.17 strike; expire 7/15/2025 .
- RSUs: 1,250 outstanding; one-year cliff vesting (time-based) .
- Pledging: No pledging of shares disclosed in ownership footnotes for Wishnick .
Shareholder Voting Signals
- 2025 director election results (Wishnick): For 4,368,940; Withheld 511,331 .
- 2025 Say-on-Pay: For 4,099,024; Against 690,496; Abstain 90,749; Broker non-votes 1,114,343 .
- 2025 Say-on-Pay frequency: One-year selected with votes 4,353,703 (One Year), 174,693 (Two Years), 273,564 (Three Years), and 1,192,653 broker non-votes/abstentions .
Governance Assessment
Strengths:
- Independent director with long tenure since 2007 and deep local market/community engagement; chairs Nomination Committee overseeing independence criteria and governance practices .
- Solid attendance culture; ≥75% attendance across Board/committee responsibilities; RSU grants for directors are time-based and relatively modest; cash retainer is straightforward .
Watch items / potential investor confidence signals:
- Elevated “withheld” votes in 2025 director election for Wishnick (511,331) vs. peers, which may indicate some shareholder concerns; monitor future cycles and engagement .
- Board-level related-party leases with Distler and Tuchman increase perceived conflict risk; while approved by disinterested directors, continued transparency and periodic fairness reviews are important .
- Change-in-control acceleration for all equity awards (including director RSUs) reduces at-risk alignment under CIC scenarios; investors often prefer double-trigger provisions for directors/executives .
RED FLAGS (none specific to Wishnick disclosed):
- No Wishnick-specific related-party transactions were disclosed; no pledging indicated; attendance threshold met .