Susan Barrett
About Susan Barrett
Independent financial advisor and consultant focused on individuals and non-profits; age 64; joined Princeton Bancorp, Inc. (BPRN) board on August 23, 2024 following BPRN’s acquisition of Cornerstone Financial Corporation and Cornerstone Bank, where she served as Chairman. Former President/Partner and Chief Equity Strategist at Dearden, Maguire, Weaver & Barrett LLC (RIA with $2B AUM). The proxy identifies her core credentials as substantial bank board experience and investment securities expertise .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Cornerstone Financial Corporation and Cornerstone Bank | Chairman of the Board; Director | 2010–Aug 23, 2024 | Led board until acquisition by BPRN; long-tenured governance experience . |
| Dearden, Maguire, Weaver & Barrett LLC (RIA) | President & Partner; Chief Equity Strategist | 1985–2007 | Firm had ~$2B AUM; investment strategy leadership . |
| La Salle University | Trustee | 10 years | Chair of Investment Committee; member of Executive and Finance Committees . |
External Roles
| Organization | Role | Dates | Notes |
|---|---|---|---|
| Independent advisory practice | Independent financial advisor & consultant (individuals and non-profits) | Current | Focused on investment advisory; underscores fiduciary skillset . |
Board Governance
- Independence: Not independent under NASDAQ rules (only Distler, Dietzler, and Barrett are non-independent) .
- Committees: Not listed on Audit, Compensation/HR, or Nomination committees (membership rosters exclude Barrett) .
- Attendance: Board held 11 meetings in 2024; each current director attended ≥75% of aggregate board and committee meetings. All directors attended the 2024 annual meeting except Barrett, who joined the board on Aug 23, 2024 .
- Tenure: Appointed Aug 23, 2024; nominated for election at the 2025 annual meeting .
Fixed Compensation
| Component | 2024 Amount (USD) | Notes |
|---|---|---|
| Cash retainer | $26,667 | Partial-year service; appointed Aug 23, 2024 (standard non-employee director cash retainer for others was $80,000) . |
Performance Compensation
| Award Type | Grant Date | Grant-Date Fair Value (USD) | Vesting | Performance Metrics |
|---|---|---|---|---|
| RSUs (director grant) | Not disclosed | $55,522 | One-year cliff vesting for director RSUs . | No performance metrics disclosed for director RSUs . |
- Outstanding at year-end: As of Dec 31, 2024, Barrett had no outstanding options or RSUs listed (note: 2024 RSU grant disclosed above; the outstanding awards table shows “—, —” for Barrett) .
Other Directorships & Interlocks
| Company | Exchange | Role | Dates | Committees |
|---|---|---|---|---|
| None disclosed (public companies) | — | — | — | Proxy states only Martin Tuchman is on another public company board; no other BPRN directors (including Barrett) are serving on public company boards . |
Expertise & Qualifications
- Investment securities expertise and long-tenured bank board experience; led Cornerstone’s board and prior RIA leadership with $2B AUM .
- Governance experience through La Salle University board (Investment Committee chair; Executive and Finance member) .
Equity Ownership
| Item | Detail |
|---|---|
| Total beneficial ownership | 3,202 shares; <1% of outstanding . |
| Options (exercisable/unexercisable) | None disclosed for Barrett . |
| Unvested RSUs | None listed as outstanding at 12/31/2024 . |
| Shares pledged | Not disclosed . |
| Shares outstanding (reference) | 6,915,086 at record date (for % context) . |
Governance Assessment
- Independence & conflicts: RED FLAG — Not independent under NASDAQ standards, likely due to recent leadership and financial relationship with Cornerstone (received $320,362 change-in-control payment on Sept 13, 2024 under an Amended and Restated Change in Control Agreement originally effective Oct 20, 2021) . This may limit her eligibility for key committees and raises alignment considerations during post-merger integration oversight.
- Committee effectiveness: As a non-independent, newly appointed director not serving on Audit, Compensation/HR, or Nomination committees, her formal committee influence is limited; value-add likely via integration and investment oversight experience .
- Ownership alignment: Modest direct ownership (3,202 shares; <1%) with RSU-based director pay; plan provides single-year vesting for directors and full acceleration upon change in control under the 2018 Plan, which can weaken long-term alignment incentives versus multi-year vesting structures .
- Attendance & engagement: Board reports strong attendance; Barrett not at the 2024 annual meeting due to appointment timing; as a new director, 2025 participation will be a better engagement indicator .
- Related-party exposure: RED FLAG — Direct change-in-control payout tied to acquired entity where she was Chairman; requires ongoing monitoring for potential perceived conflicts in post-merger decisions and fairness to shareholders .
- Compensation governance context: Company uses RSUs and has a clawback/recoupment framework focused on executives; no director-specific clawback details disclosed. Executive incentive metrics emphasize tangible book value, loan funding, asset quality, and qualitative risk/compliance—useful context for board-level KPI oversight even if director pay lacks performance metrics .
Director Compensation Context (Board-wide)
- 2024 non-employee director compensation generally consisted of $80,000 cash retainer plus RSU grants (grant-date fair values typically ~$55k–$68k), with RSUs vesting after one year. Barrett’s partial-year cash and RSU grant totaled $82,189 .
Say-on-Pay & Oversight Signals
- 2025 agenda includes advisory “say-on-pay” and frequency vote; Audit fees and independence disclosures are detailed; committee structures and charters are posted—signals of governance process rigor. Monitoring shareholder feedback on compensation will inform board responsiveness in 2025–2026 .
Equity Plan & Change-in-Control Provisions (applicable broadly)
- Under the 2018 Equity Incentive Plan, all outstanding options, restricted stock awards, and RSUs become fully vested upon a change in control of the Company (accelerated vesting) .
Section 16 Compliance
- Company reports directors and officers complied with Section 16 filing requirements in 2024 except one late Form 4 by CEO Dietzler; no delinquency noted for Barrett .
Related Party Transactions
| Item | Description |
|---|---|
| Change-in-control payment to Barrett | $320,362 paid Sept 13, 2024 under CFC agreement (originally effective Oct 20, 2021) . |
| Broader director-related arrangements | Leases with entities owned by Distler and Tuchman disclosed; demonstrates board’s related-party vetting context (not directly involving Barrett) . |
Overall Implication: Barrett brings deep bank governance and investment expertise valuable for post-acquisition integration and capital allocation oversight. However, non-independence and a recent transaction-based payout represent governance red flags that limit committee eligibility and could affect investor perceptions of board independence. Clear disclosure of her future committee assignments, ownership growth, and robust engagement in shareholder-aligned decisions will be important signals to investors in 2025–2026 .