Stephen Distler
About Stephen Distler
Stephen Distler is Vice Chairman of Princeton Bancorp’s board. He spent 25 years in financial services, serving from 1984–2002 at Warburg Pincus as Managing Director and Treasurer. He is a venture investor, a director of Teachers Support Network (for‑profit education), and since 2008 co‑owner of Elements, a Princeton, NJ restaurant. He is 71 and has served on BPRN’s board since 2007 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Warburg Pincus, LLC | Managing Director and Treasurer | 1984–2002 | Senior finance leadership; private equity investing |
| Princeton Bancorp, Inc. (Board) | Director; Vice Chairman | Since 2007 | Board leadership (Vice Chair) |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Teachers Support Network, Inc. | Director | Not disclosed | For‑profit education company |
| Elements (restaurant, Princeton, NJ) | Co‑owner | Since 2008 | Local business ties |
Board Governance
- Independence: The board determined that Stephen Distler is not independent under NASDAQ standards. All members of the audit, compensation/HR, and nomination committees are independent; Distler is not listed as a member of these committees .
- Committees: Current committee rosters do not include Distler (Audit: Giacin [chair], Ridolfi, Tuchman, Gillespie; Compensation/HR: Gillespie [chair], Giacin, Tuchman, Ridolfi; Nomination: Wishnick [chair], Gillespie, Ridolfi) .
- Attendance and engagement: In 2024 the board met 11 times; Audit met 4, Compensation/HR 6, Nomination 1. Each director attended at least 75% of aggregate board and committee meetings; all directors attended the 2024 Annual Meeting except Ms. Barrett (appointed August 23, 2024) .
- Board leadership: Separate Chair/CEO roles; Chair is Richard J. Gillespie (independent). CEO is Edward J. Dietzler .
Fixed Compensation
| Year | Cash Retainer ($) | Committee/Chair Fees ($) | Meeting Fees ($) | All Other Compensation ($) | Total ($) |
|---|---|---|---|---|---|
| 2023 | 80,000 | — (not disclosed) | — (not disclosed) | — | 112,490 |
| 2024 | 80,000 | — (not disclosed) | — (not disclosed) | — | 135,522 |
Notes: Director compensation consists of cash retainers and discretionary equity grants authorized by the board; no meeting fees are disclosed. “All other compensation” for Distler is not reported in 2023–2024; amounts reported for other directors include club dues .
Performance Compensation
| Year | RSU Awards – Grant‑Date Fair Value ($) | RSU Grant Structure | Option Awards (Count) | Option Exercise Price ($) | Option Expiration |
|---|---|---|---|---|---|
| 2023 | 32,490 | Director RSUs vest after one‑year cliff | 17,000 | Various prior grants (see notes) | Various prior grants (see notes) |
| 2024 | 55,522 | Director RSUs vest after one‑year cliff | 10,000 | 18.17 | July 15, 2025 |
- Outstanding equity (12/31/2024 snapshot): Distler held fully vested options for 10,000 shares at $18.17 expiring July 15, 2025 and 1,250 RSUs (each RSU vests after a one‑year cliff) .
- Performance metrics: No performance metrics (TSR, revenue, EPS) are disclosed for director equity awards; RSUs are time‑based vesting only .
Other Directorships & Interlocks
| Company | Type | Role | Potential Interlock/Conflict |
|---|---|---|---|
| Teachers Support Network, Inc. | Private | Director | None disclosed with BPRN |
| Elements (restaurant) | Private | Co‑owner | None disclosed with BPRN |
Expertise & Qualifications
- Distler brings deep financial services and private equity experience, including treasury and investment roles at Warburg Pincus, plus venture investing and local market relationships via Elements restaurant and regional business ties .
- Noted qualifications: business evaluation and development skills; ties to local business community .
Equity Ownership
| Holder | Beneficial Ownership (Shares) | % of Outstanding | Notable Components |
|---|---|---|---|
| Stephen Distler | 178,742 | 2.6% | Includes options to purchase 10,000 shares and 33,446 shares held by a family limited partnership |
| Directors & Officers as a group (14) | 1,549,449 | 21.9% | Group total includes 170,150 options |
Snapshot detail (12/31/2024): 10,000 fully vested options (strike $18.17, expiring 7/15/2025) and 1,250 RSUs subject to one‑year cliff vesting .
Governance Assessment
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Independence and conflicts: Distler is not independent under NASDAQ rules. A material related‑party transaction exists: the Company leases its HQ (183 Bayard Lane, Princeton) from JAT Holdings, LLC, 100% owned by Distler; triple‑net lease with CPI‑linked increases capped at 2%; expires Oct 31, 2028. Payments to JAT were approximately $275,000 (2024) and $315,000 (2023). This is a clear ongoing related‑party exposure and a governance risk to monitor. Decisions were approved by disinterested/independent directors, but the arrangement remains a conflict risk for investors .
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Committee influence: Distler is not on the audit, compensation/HR, or nomination committees, limiting direct influence on financial reporting, pay decisions, and director nominations. This reduces committee‑level conflict concerns but concentrates his role in board leadership as Vice Chair .
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Ownership alignment: Meaningful stake (2.6%) aligns incentives with shareholders; option exposure is near‑term (July 2025 expiry) and significantly in‑the‑money versus the Company’s 12/31/2024 share price used for RSU valuation ($34.43), implying continued economic alignment; RSU awards are time‑based rather than performance‑based .
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Attendance and engagement: Board‑level and committee meeting cadence and attendance thresholds were met; Distler attended at least 75% of meetings in 2024, and all directors attended the 2024 annual meeting (except Ms. Barrett, appointed later), supporting engagement .
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Compensation structure signals: Year‑over‑year increase in director RSU grant‑date fair value for Distler ($32,490 → $55,522, +71%) indicates rising equity compensation for directors; however, mix remains primarily fixed retainer plus time‑based RSUs, with no disclosed performance metrics—typical for bank director compensation but offers limited pay‑for‑performance linkage .
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RED FLAGS:
- Related‑party HQ lease with Distler‑owned JAT Holdings (ongoing payments, lease through 2028) .
- Non‑independent director status under NASDAQ standards .
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Offsetting factors:
- Disinterested board approval of lease terms, described as fair market rent; independent chair; robust attendance; and substantial personal ownership mitigate, but do not eliminate, conflict concerns .