Stephanie Adkins
About Stephanie Adkins
Stephanie Adkins is Executive Vice President and Chief Lending Officer at Princeton Bancorp, Inc. (The Bank of Princeton). She joined the Bank in February 2009 as Vice President, Commercial Lender, and was promoted to her current role in February 2018; she is 68 years old and holds a BA in Economics from Douglass College at Rutgers University . Her compensation is tied to the Bank’s Management Incentive Plan emphasizing tangible book value, net loan funding, asset quality, and qualitative goals; for 2024 she received $70,071 under this plan and RSU awards with grant-date fair value of $76,130, reflecting alignment with growth, profitability, and risk management objectives . Company-level TSR moved from 142.55 in 2022 to 132.15 in 2023 and 119.89 in 2024 (indexed to $100 at 12/31/2021), and the NEO group’s compensation actually paid decreased 14.7% in 2024 in line with a 10.2% TSR decline, indicating pay-vs-performance sensitivity at the enterprise level that includes Ms. Adkins .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| The Bank of Princeton | VP, Commercial Lender | Feb 2009–Feb 2018 | Commercial lending origination and portfolio development |
| The Bank of Princeton | EVP & Chief Lending Officer | Feb 2018–present | Oversees lending; supports growth, asset quality, and strategic initiatives |
| Peapack-Gladstone Bank | VP, Commercial Lender | Pre-2009 (prior role) | Commercial lending experience prior to joining The Bank of Princeton |
External Roles
| Organization | Role | Years |
|---|---|---|
| American Bankers Association | Commercial Real Estate Committee member | Not disclosed |
Fixed Compensation
| Metric | 2023 | 2024 | Current (2025) |
|---|---|---|---|
| Base Salary ($) | 290,000 | 304,500 | 313,635 |
| Bonus ($) | — | — | Not disclosed |
| All Other Compensation ($) | 24,212 | 24,251 | Not disclosed |
| Total Reported Compensation ($) | 504,987 | 474,952 | Not disclosed |
- Perquisites included in “All other compensation” consist of life insurance economic benefit, automobile allowance, 401(k) match, cell phone allowance, club dues, and ESOP allocations (categories disclosed, amounts aggregated) .
Performance Compensation
| Metric | Weighting | Target | Actual | Payout | Vesting/Notes |
|---|---|---|---|---|---|
| Tangible book value (ex-CDI, goodwill, treasury stock, AOCI) | 50% | Not disclosed | Not disclosed | Included within Non-Equity Incentive Plan Comp | Short-term cash under Management Incentive Plan |
| Net loan funding | 20% | Not disclosed | Not disclosed | Included within Non-Equity Incentive Plan Comp | Short-term cash under Management Incentive Plan |
| Non-accrual loans + OREO as % of assets | 20% | Not disclosed | Not disclosed | Included within Non-Equity Incentive Plan Comp | Short-term cash under Management Incentive Plan |
| Qualitative: risk, compliance, strategic initiatives | 10% | Not disclosed | Achievements noted (risk mgmt, regulatory approvals, Cornerstone acquisition integration) | Included within Non-Equity Incentive Plan Comp | Short-term cash under Management Incentive Plan |
| Total Non-Equity Incentive Plan Compensation | — | — | — | 122,318 (2023); 70,071 (2024) | Annual cash; component-level payouts not disclosed |
| RSUs (LT equity, service-based) | — | — | — | Grant-date fair value: 68,456 (2023); 76,130 (2024) | RSUs vest ratably over 3 years; dividend equivalents paid at vesting; accelerate on change in control; forfeit on termination (except death) |
- RSU vesting cadence: 2022 grant (1/26/2022), 2023 grant (1/25/2023), 2024 grant (1/24/2024) each vest 1/3 per year over three years; unvested units at 12/31/2024 detailed below .
Equity Ownership & Alignment
| Category | Detail |
|---|---|
| Beneficial Ownership (as of 3/7/2025) | 33,294 shares; less than 1% ownership; includes options to purchase 24,500 shares |
| Outstanding Options (exercisable) | 3,000 @ $17.13 exp 3/24/2025; 10,000 @ $18.17 exp 7/15/2025; 4,000 @ $22.00 exp 4/10/2026; 2,500 @ $32.00 exp 3/15/2027; 5,000 @ $32.69 exp 5/30/2028 |
| Unvested RSUs at 12/31/2024 | 704 (1/26/2022 grant), 1,405 (1/25/2023), 2,057 (1/24/2024); market values $24,239, $48,374, $70,823 at $34.43/share |
| Ownership Guidelines | Not disclosed in proxy |
| Hedging/Pledging | Insider trading policy disclosed; specific anti-hedging/anti-pledging provisions not detailed in proxy |
| RSU/Option Change-in-Control | All outstanding options and RSUs become fully vested/exercisable upon a change in control |
Employment Terms
| Provision | Terms |
|---|---|
| Employment Agreement | In place; provides salary, participation in incentive and benefit plans; 2025 base salary set at $313,635 |
| Severance (no Change in Control) | If terminated without Cause or resigns for Good Reason, cash severance equals then-current annual base salary; plus 18 months of continued health/medical benefits for officer and dependents |
| Change-in-Control (double trigger) | If terminated without Cause or resigns for Good Reason within 24 months of a Change in Control, lump sum cash severance equal to two times base salary; plus lump sum equal to 18 months of group health premium cost, less withholding |
| 280G Cutback | Payments reduced to $1 less than three times “base amount” to avoid 280G excess parachute excise taxes |
| RSU Treatment | Under 2018 Plan, all unvested RSUs vest upon change in control; dividend equivalents paid at vesting; forfeiture on termination (except death); full vesting on death |
| Non-compete/Non-solicit | During employment and for six months post-termination: restricts competition, customer/borrower solicitation, and employee poaching within any county where the Bank has a branch or loan production office |
| Recent Amendments (Feb 2025) | Amendments clarified medical severance benefits post-CoC; contemporaneous corrections restored CEO/COO multipliers; Adkins’ clarification noted without multiplier change |
| Clawback/Recoupment | Incentive compensation subject to recoupment/forfeiture if financial results are altered/manipulated or ethical infractions cause harm |
| Tax Gross-ups | Not disclosed; cutback approach used to avoid excess parachute payments |
Multi-year Compensation Summary
| Component ($) | 2023 | 2024 |
|---|---|---|
| Salary | 290,000 | 304,500 |
| Bonus | — | — |
| Stock Awards (RSUs, grant-date fair value) | 68,456 | 76,130 |
| Non-Equity Incentive Plan Comp | 122,318 | 70,071 |
| Change in Pension/Deferred Comp | — | — |
| All Other Compensation | 24,212 | 24,251 |
| Total | 504,987 | 474,952 |
Say-on-Pay and Shareholder Feedback
- 2025 advisory vote to approve NEO compensation was approved; raw votes: For 4,099,024; Against 690,496; Abstain 90,749; Broker non-votes 1,114,343 .
- Board affirms annual say-on-pay frequency and compensation program designed to balance risk and reward across short- and long-term incentives .
Investment Implications
- Alignment: Ms. Adkins’ variable pay is anchored to tangible book value, loan growth, asset quality, and qualitative risk/compliance execution, with RSUs vesting over three years and accelerating at change-in-control—supportive of retention and long-term value creation, though RSUs are service-based rather than performance-vested .
- Selling pressure watch: Multiple option tranches expire in 2025–2028 (3/24/2025 and 7/15/2025 earliest), which can create windows for exercises and potential sales; unvested RSUs will continue to vest through 2025–2027 based on grants from 2022–2024 .
- Severance economics: Double-trigger CoC cash severance equal to 2x base salary plus 18 months health premiums; no gross-up, 280G cutback in place—mitigates shareholder-unfriendly parachute risk while preserving retention economics .
- Ownership: Beneficial ownership is modest (<1%) with options included; no explicit pledging or anti-hedging disclosures beyond a general insider trading policy—monitor Form 4s for any hedging/pledging changes or material sales .
- Pay-vs-performance context: Company TSR declined in 2024 with NEO compensation actually paid decreasing, indicating broader program sensitivity; continued linkage to asset quality and tangible book value suggests discipline in credit cycle management—relevant for Lending leadership execution risk .