Timothy L. Prindle
About Timothy L. Prindle
Timothy L. Prindle is Co-President and Chief Executive Officer (CEO) of BV Financial, Inc. and BayVanguard Bank and has served on the Board of Directors since 2019; he previously served as President and CEO of Kopernik Bank (2012–2019) and began his career as a Bank Examiner at the Office of Thrift Supervision. Age 39; director since 2019; his background emphasizes regulatory expertise and operating leadership in community banking . In 2024, BV Financial completed its first full year as a public company, delivering a 72.20% stock return from the offering price ($10.00) to year-end ($17.22), with net income of $11.7 million, ROAA of 1.32%, and ROAE of 5.77% . The company announced a buyback of up to 10% of outstanding shares in Q4 2024, completing the full 10% repurchase in January 2025, and was rated the 5th best-performing community bank under $10 billion in the Northeast by S&P for 2024 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Kopernik Bank | President & Chief Executive Officer | 2012–2019 | Led institution until acquisition by BV Financial; brought operating leadership to BV Financial post-merger |
| Office of Thrift Supervision | Bank Examiner | Not disclosed | Built strong regulatory background; enhances risk, compliance and supervisory acumen on BVFL’s board |
External Roles
- No external public-company directorships or committee roles disclosed for Mr. Prindle; he did not receive director compensation in 2024 in his capacity as a director .
Fixed Compensation
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Base Salary ($) | 365,820 | 434,452 |
| Bonus ($) | 27,035 | — |
| All Other Compensation ($) | 36,781 | 51,869 |
Notes:
- Employment agreement base salary set at $426,480, subject to increase (not decrease) by the Board; change-in-control review requires increasing base salary by no less than the average annual increase over the prior three years .
Performance Compensation
| Component | Metric | Weighting | Target | Actual | Payout ($) | Vesting |
|---|---|---|---|---|---|---|
| Annual Cash Incentive (Non-Equity) | Not disclosed | Not disclosed | Not disclosed | Not disclosed | 318,864 (2023) | N/A |
| Annual Cash Incentive (Non-Equity) | Not disclosed | Not disclosed | Not disclosed | Not disclosed | 347,562 (2024) | N/A |
| Restricted Stock Awards (2024) | Equity value at grant | N/A | N/A | N/A | 1,456,117 (grant-date fair value) | Vests 25% per year commencing 9/6/2025 |
| Stock Options (2024) | Equity value at grant | N/A | N/A | N/A | 1,085,235 (grant-date fair value) | Vests 25% per year commencing 9/6/2025 |
Additional detail:
- For 2024 awards, RSUs and options vest in four approximately equal annual installments beginning September 6, 2025; options valued using Black‑Scholes and RSUs at grant-date price ($14.86 per share) .
- The proxy does not disclose the specific performance metrics, weightings, thresholds/targets used for annual incentive determinations for executives; the Compensation Committee oversees objectives and reviews CEO performance .
Equity Ownership & Alignment
| Category | Detail |
|---|---|
| Total Beneficial Ownership | 370,211 shares; 3.50% of outstanding (based on 10,594,044 shares) |
| Unvested Restricted Stock | 99,137 shares (included within beneficial ownership) |
| Options | 244,974 unexercisable options (exercise price $14.86; expiring 9/17/2034; vests 25% per year starting 9/6/2025) |
| ESOP Allocation | 3,897 shares |
| 401(k) Plan Trust | 38,201 shares |
| Spouse IRA Holdings | 8,591 shares |
| Hedging | Company lacks anti-hedging policies; hedging transactions are not prohibited for directors/executive officers/employees not executive officers |
| Pledging | Not disclosed in proxy |
| Ownership Guidelines | Not disclosed in proxy |
Outstanding equity awards at FY end (12/31/2024):
| Award Type | Quantity | Price/Term | Vesting |
|---|---|---|---|
| Options (Unexercisable) | 244,974 | Exercise price $14.86; Expiration 9/17/2034 | 25% annually starting 9/6/2025 |
| RSUs (Unvested) | 97,989 | Valued at $17.22 on 12/29/2024 ($1,687,371 market value) | 25% annually starting 9/6/2025 |
| RSUs (Unvested – prior plan) | 4,510 | Valued at $17.22 on 12/29/2024 ($77,662 market value) | Not specified (older plan) |
Supply of future equity grants:
- Shares available under 2024 Equity Incentive Plan as of 12/31/2024: 48,397 RSAs and 100,982 options; outstanding legacy awards remain under prior plans .
Insider selling pressure considerations:
- Beginning September 6, 2025, annual vesting of RSUs and options in approximately equal tranches may create periodic liquidity events; insider trading policy requires pre-clearance for Section 16 officers and prohibits trading during blackout periods .
Employment Terms
| Provision | Terms |
|---|---|
| Agreement | Employment agreements with Messrs. Prindle and Flair entered into in 2018; auto-extend annually to maintain 3-year remaining term unless non-renewal notice; automatically extend to expire ≥3 years post change-in-control |
| Base Salary (Agreement) | $426,480; may be increased (not decreased) by Board; post change-in-control, base salary must increase by not less than the executive’s average annual base salary increase over previous three years |
| Bonus/Benefits | Eligible for bonus plans; entitled to employee benefit plans/perquisites, business expense reimbursement, automobile business use, cellular phone reimbursement, and annual banking conference expenses |
| Severance (Qualifying Termination) | Lump-sum equal to 3x average taxable income for the five taxable years preceding termination; continued life, medical, dental insurance under active-employee cost-sharing until earlier of agreement term expiry or full-time employment elsewhere |
| Change-in-Control Payment | Lump-sum equal to 3x the sum of: (1) average taxable income for prior five years, (2) prior-year 401(k) matching contributions, and (3) prior-year ESOP contributions; paid within 10 days of change-in-control |
| 280G Treatment | Payments cut back to avoid “parachute payments” if economically more beneficial than paying Section 4999 excise taxes |
| Death/Disability | Upon death: base salary through end of month; dependents receive continued medical/dental coverage for one year; disability terms align with plan definitions |
| Salary Continuation Plan | If separation before normal retirement age (age 48 for Mr. Prindle), annual benefit of $100,000 payable for 15 years; change-in-control separations within two years receive present value of normal retirement benefit in a lump sum; additional death/disability payment structures specified |
Board Governance
- Role: Co-President & CEO and director since 2019; not independent under Nasdaq standards due to executive status .
- Board structure: Independent Chair (Gary T. Amereihn); separation of Chair and CEO roles enhances independence and oversight .
- Committees: Audit, Compensation, Governance & Nominating Committees are fully independent; Prindle is not listed as a member of these committees; committee charters available on company website .
- Meetings/Attendance: BV Financial Board held 4 meetings and BayVanguard Bank Board held 8 meetings in 2024; no director attended fewer than 75% of meetings of the board and committees on which they served; 8 of 10 directors attended the 2024 annual meeting .
- Director compensation: Neither Mr. Flair nor Mr. Prindle received director compensation for 2024; non-employee directors received cash, RSUs, and options with standard vesting .
Compensation Structure Analysis
- Shift to equity-heavy pay: 2024 stock awards ($1,456,117) and option awards ($1,085,235) materially exceeded cash salary, increasing pay-at-risk tied to long-term equity .
- Annual incentive paid despite YoY net income decline: Non-equity incentive of $347,562 for 2024 was paid; specific performance metrics/targets are not disclosed in the proxy .
- Timing policies: The Compensation Committee historically avoids granting options during closed trading windows and does not time equity grants around material non-public information disclosures .
- Hedging policy weakness: Company does not prohibit hedging transactions, which can undermine alignment if executives hedge exposure .
- Tax policy: 280G cutback (no excise tax gross-ups) reduces shareholder-unfriendly tax features in change-in-control scenarios .
Risk Indicators & Red Flags
- Hedging allowed: Lack of anti-hedging policy is a governance/alignment concern for investors monitoring insider exposure .
- Large equity vesting waves: RSUs and options begin vesting on 9/6/2025, creating potential selling windows and dilution management considerations .
- Clawbacks: No clawback disclosures for executive compensation in the proxy; investors should monitor for adoption and enforcement as rules evolve .
- Section 16 compliance: Company identified late Form 4 filings for several directors (not including Prindle) related to equity awards; otherwise, compliance representations were met for FY2024 .
Equity Ownership & Alignment (Quantitative Summary)
| Item | Amount |
|---|---|
| Beneficial Ownership (shares) | 370,211 |
| Ownership (% outstanding) | 3.50% |
| Unvested Restricted Stock (included above) | 99,137 |
| ESOP Allocation | 3,897 |
| 401(k) Trust Holdings | 38,201 |
| Options Unexercisable | 244,974 |
Employment Contracts & Change-of-Control Economics (Quantitative Summary)
| Provision | Multiple/Amount | Notes |
|---|---|---|
| Severance (Qualifying Termination) | 3x average taxable income (past 5 years) | Plus continued insurance under active-employee cost sharing |
| Change-in-Control Payment | 3x (avg taxable income + prior-year 401(k) match + prior-year ESOP contribution) | Paid within 10 days of change-in-control |
| 280G Treatment | Cutback if economically better than paying excise tax | No gross-up language |
| Salary Continuation Plan | $100,000 annually for 15 years if separate before age 48 | Lump-sum present value in certain CIC separations |
Investment Implications
- Alignment and retention: Prindle’s sizable unvested equity (RSUs and options) and evergreen employment term support retention and long-term alignment, though the absence of anti-hedging restrictions weakens pure exposure; investors should monitor insider trading windows as vesting begins 9/6/2025 .
- Pay-for-performance: FY2024 featured significant equity grants and a cash incentive payout amid lower net income; lack of disclosed annual incentive metrics reduces transparency around pay-for-performance rigor .
- Change-in-control and severance: Robust CIC/severance (3x formulas with 280G cutback) create meaningful executive protections; no tax gross-up mitigates shareholder concerns somewhat but payout magnitude remains high for a community bank, impacting deal economics analysis .
- Governance: Independent chair and fully independent committees are positives; Prindle’s dual role as Co-CEO/director is offset by board structure and independence, but absence of clawback disclosure and permissive hedging are governance headwinds to monitor .
- Trading signals: Anticipate potential periodic insider selling pressure aligned with annual vesting cycles from late 2025 onward; stock buyback completion (10%) in Jan 2025 may offset some equity issuance/vesting dilution in near term .