Tony Kallsen
About Tony Kallsen
Senior Executive Vice President and Chief Credit Officer of Carter Bank & Trust since 2023; served as Executive Vice President and Chief Credit Officer since 2018. Age 57 as of April 24, 2025; prior experience includes Senior Vice President and Senior Credit Officer at First Commonwealth Financial Corporation (2010–2017) . Incentives are tied to profitability and capital effectiveness via an annual incentive plan (core EPS, ROAA, ROATCE, efficiency) and long‑term performance units (ROAA, core efficiency, TSR, non‑performing assets ratio vs ABAQ peers) to align with shareholder value; 2022 performance units were forfeited (no payout), while 2024 annual incentives paid at 139% of target following Committee discretion .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Carter Bank & Trust | Executive Vice President & Chief Credit Officer | 2018–2023 | Senior leadership of credit function |
| Carter Bank & Trust | Senior Executive Vice President & Chief Credit Officer | 2023–Present | Elevated executive responsibility for credit risk and portfolio oversight |
| First Commonwealth Financial Corporation | Senior Vice President & Senior Credit Officer | 2010–2017 | Led credit administration and risk functions |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| — | — | — | None disclosed in Company filings |
Fixed Compensation
| Metric | 2021 | 2022 | 2023 | 2024 |
|---|---|---|---|---|
| Base Salary ($) | $315,000 | $322,000 | $340,000 | $351,900 |
| Perquisites and Other ($) | $40,334 | $36,049 | $34,943 | $33,863 |
Performance Compensation
Annual Incentive Plan (AIP) – 2024 Payout Determination
| Metric | Weighting | Target | Actual | % Achieved | Vesting/Payout Details |
|---|---|---|---|---|---|
| Core EPS | 25% | $0.83 | $1.05 | 30% | AIP paid ~70% cash (Feb 2025) and ~30% restricted stock with three annual installments (Mar 2025) |
| Core ROAA | 25% | 0.42% | 0.53% | 30% | Same as above |
| Core ROATCE | 25% | 5.47% | 6.54% | 30% | Same as above |
| Core Efficiency | 25% | 71.83% | 80.95% | 24% | Same as above |
| Weighted Avg Earned | — | — | — | 114% | Committee added 25% discretionary; Total payout 139% of target |
Individual AIP Opportunity – 2024
| Component | Threshold ($) | Target ($) | Maximum ($) |
|---|---|---|---|
| Annual Incentive Plan (Kallsen) | $24,633 | $123,165 | $147,798 |
Long‑Term Incentive Plan (LTIP) – Grants on January 5, 2024
| Award Type | Grant Date | Quantity/Structure | Vesting | Grant Date Fair Value ($) |
|---|---|---|---|---|
| Time‑based Restricted Stock | 1/5/2024 | 1,741 shares | Cliff‑vest on 5th anniversary (accelerated in certain circumstances) | $22,441 |
| Performance Units (PUs) | 1/5/2024 | Target 812; Earn 0–110% based on ROAA, core efficiency, TSR, NPA ratio vs ABAQ peers | Vest within 70 days post 12/31/2026, paid in shares | $52,372 (at target) |
| 2024 PSU Goal Grid | — | ROAA, Core Efficiency, TSR, NPA (each 25%); threshold 54th, target 67th, stretch 74th percentile; earn 80%/100%/110% | — | — |
Equity Vesting Activity – 2024
| Name | Shares Vested (#) | Value Realized ($) |
|---|---|---|
| Tony E. Kallsen | 1,647 | $22,741 |
Multi‑Year Compensation Summary (NEO)
| Component | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary ($) | $321,243 | $339,861 | $351,994 |
| Bonus ($) | — | $51,000 (discretionary) | $47,026 (discretionary) |
| Stock Awards ($) | $88,726 | — | $74,813 |
| Non‑Equity Incentive Plan ($) | $112,700 | — | $123,165 |
| All Other Compensation ($) | $36,049 | $34,943 | $33,863 |
| Total ($) | $558,718 | $425,804 | $630,861 |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership | 16,612 shares (includes unvested restricted stock; excludes PUs) as of April 4, 2025 |
| Ownership % of Outstanding | Not disclosed (Company shows “*”; 23,160,954 shares outstanding reference) |
| Options | None outstanding; Company has not used options in recent years |
| Hedging/Margin/Pledging | Hedging and speculative trading prohibited; margin accounts restricted (grandfathered only). No pledging disclosed for Kallsen; a director (Haskins) has 20,000 shares pledged (red flag for him, not Kallsen) |
| Ownership Guidelines | Not disclosed for executives in cited sections |
Deferred Compensation (2024)
| Item | Amount ($) |
|---|---|
| Executive Contributions | $18,200 |
| Aggregate Earnings | $5,016 |
| Aggregate Balance (12/31/2024) | $68,244 |
Employment Terms
| Provision | Terms |
|---|---|
| Non‑CoC Severance | Not provided to Kallsen (applies to other NEOs; 12 months salary + health benefits for good reason/without cause) |
| Change‑of‑Control (Double Trigger) | If resigns for Good Reason or terminated without cause within 2 years post CoC: monthly severance for 12 months totaling annual base salary plus average annual bonus over prior 3 years, plus lump sum for 12 months health coverage; subject to release; confidentiality, non‑compete, non‑piracy, non‑solicit covenants |
| Potential Payments (as of 12/31/2024 at $17.59 stock) | See table below |
Potential Payments – Tony E. Kallsen (as of 12/31/2024)
| Scenario | Cash Severance ($) | Equity Vesting ($) | Health Care ($) | Total ($) |
|---|---|---|---|---|
| Death | — | $70,533 | — | $70,533 |
| Incapacity | — | $70,533 | — | $70,533 |
| Termination without Cause / Good Reason (no CoC) | — | — | — | — |
| Termination without Cause / Good Reason within 2 years of CoC | $463,197 | $30,416 | $8,713 | $502,326 |
| For Cause / Without Good Reason | — | — | — | — |
| CoC without termination | — | $40,117 | — | $40,117 |
Compensation Structure Analysis
- Pay mix balances fixed salary with at‑risk incentives tied to core EPS, ROAA, ROATCE, and efficiency; 2024 payout was 114% formula plus 25% discretionary, indicating Committee flexibility to recognize performance despite NPL impacts .
- LTIP shifted toward performance units (70% PUs, 30% time‑based RS), adding TSR and asset quality metrics; 2022 PUs forfeiture demonstrates rigor in performance hurdles .
- Options absent; equity rewards via RS and PUs reduce risk versus options and create steady vesting over time (three‑year RS from AIP; five‑year cliff for LTIP RS; three‑year PSU) .
- Perquisites include car allowance and modest gross‑ups; no tax gross‑ups for parachutes disclosed .
Investment Implications
- Alignment: Kallsen’s incentives are anchored to profitability, efficiency, TSR, and asset quality, with forfeiture history on 2022 PUs supporting pay‑for‑performance discipline; 2024 AIP discretion raises some subjectivity but reflects business context (NPL management) .
- Retention/Change‑of‑Control: Kallsen lacks non‑CoC severance, but has a double‑trigger CoC arrangement (~$0.50M estimated in Dec‑2024 scenario), which may moderate departure risk while avoiding single‑trigger windfalls .
- Selling Pressure: 2024 vesting (1,647 shares) and ongoing RS installments from the 2024 AIP, plus 2024 LTIP RS (five‑year cliff) and PSUs settling in early 2027, imply modest, scheduled flows rather than large near‑term unlocks; no options to drive forced selling .
- Ownership/Policies: Direct beneficial ownership is modest (16,612 shares); hedging and speculative trading prohibited; no pledging by Kallsen disclosed—policy reduces misalignment risk .
- Execution Risk: Credit leadership role ties outcomes to asset quality and risk management; inclusion of NPA and efficiency metrics in LTIP highlights scrutiny on underwriting and operating discipline .
Note: Insider Form 4 trading activity was not reviewed here; this analysis relies on the latest proxy and related filings.