John A. Citrano
About John A. Citrano
Executive Vice President and Chief Operating Officer of ECB Bancorp, Inc. and Everett Co‑operative Bank; Corporate Secretary of the Company. Joined in 2019 after serving as EVP & CFO at Belmont Savings Bank (2011–2019). Age 61 with 35 years of financial services experience, including 20+ years in senior executive roles . Incentives are tied to a bank-wide AIP using pre‑provision net revenue, net charge‑offs, efficiency ratio, loan growth, and strategic initiatives; the 2024 bonus pool funded at 140% of target (135% in 2023), evidencing pay-for-performance alignment .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| ECB Bancorp / Everett Co‑operative Bank | EVP & COO; previously EVP, COO & CFO | 2019–present (CFO role transitioned July 2024) | Led operations and, previously, finance; supports governance as Corporate Secretary |
| Belmont Savings Bank | EVP & Chief Financial Officer | 2011–2019 | Directed finance; 20+ years senior executive experience |
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Base Salary ($) | $278,750 | $295,475 |
| Target Bonus (% of Salary) | 30.0% | 30.0% |
| Actual Bonus Paid ($) | $125,438 | $132,931 |
| All Other Compensation ($) | $78,088 | $80,433 |
Details of “All Other Compensation”:
| Component | 2023 | 2024 |
|---|---|---|
| 401(k) Matching | $19,513 | $20,661 |
| ESOP Allocation | $17,056 | $18,253 |
| Automobile Allowance | — | — |
| Life Insurance Premiums | $1,584 | $1,584 |
| Deferred Compensation Plan Contribution | $39,935 | $39,935 |
Performance Compensation
AIP structure and outcomes (company-wide; individual payouts set within pool):
- 2024 metrics and weighting: Pre‑provision net revenue 30%; Net charge‑offs 15%; Efficiency ratio 15%; Loan growth 20%; Strategic initiatives 20% .
- Aggregate pool funded: 140% of target (2024); 135% (2023) .
AIP opportunities and payout for Citrano:
| Item | 2023 | 2024 |
|---|---|---|
| Threshold (% of salary) | 15.0% | 15.0% |
| Target (% of salary) | 30.0% | 30.0% |
| Maximum (% of salary) | 45.0% | 45.0% |
| Actual AIP Payout ($) | $125,438 | $132,931 |
Equity awards under 2023 Equity Incentive Plan (time-based vesting; acceleration on death/disability or termination in connection with change-in-control):
- Vesting: 20% per year over 5 years, starting October 31, 2024 .
- Anti‑timing policy: no options granted during closed windows; no timing awards around material events .
| Equity Type | Grant Date | Unvested/Outstanding | Terms |
|---|---|---|---|
| Restricted Stock (RSUs) | Oct 31, 2023 | 37,444 unvested at 12/31/2023 ; 29,955 unvested at 12/31/2024 | Vests 20% annually from 10/31/2024; 2024 market value $444,532 based on $14.84 close |
| Stock Options | Oct 31, 2023 | 93,610 granted; 18,722 exercisable and 74,888 unexercisable at 12/31/2024 | Strike $10.12; expire 10/31/2033; vest 20% annually from 10/31/2024 |
Equity Ownership & Alignment
Ownership snapshot (as of March 27, 2025):
| Item | Amount |
|---|---|
| Total Beneficial Ownership (Shares) | 149,843 |
| Ownership (% of Outstanding) | 1.7% (of 9,059,114 shares) |
| Unvested Restricted Stock Included | 29,955 |
| ESOP Allocated Shares | 4,416 |
| Options (Exercisable/Unexercisable) | 18,722 / 74,888 at 12/31/2024 |
Alignment policies and selling pressure indicators:
- Anti‑hedging and anti‑pledging: Directors/executives prohibited from hedging; pledging generally prohibited; Board has not approved any exceptions .
- Clawback: Compliant with SEC Rule 10D‑1 and Nasdaq 5608; recovery of erroneously awarded incentive compensation upon restatement .
- Section 16 reporting: Company reported compliance for 2024; no late filings for Citrano .
Vesting cadence (implications for supply):
- RSUs: 20% per year across the unvested balance beginning 10/31/2024 ; annual vesting equates to approximately one-fifth of then‑outstanding unvested shares.
- Options: 18,722 options vest per year 2024–2028 based on five equal tranches from the 93,610 grant .
Employment Terms
Change‑in‑Control Agreement (ECB Bancorp/Everett Co‑operative Bank):
| Term | Detail |
|---|---|
| Initial Term | 3 years; expires Dec 21, 2027 unless extended annually after performance evaluation |
| Triggers | Involuntary termination other than cause or resignation for “good reason” within 24 months post change‑in‑control |
| Cash Severance | 2.5x sum of base salary + average bonus over the prior 3 years (Citrano) |
| Health Benefits | Continued coverage up to 18 months or cash equivalent of COBRA cost if unavailable |
| 280G Treatment | “Best net benefits” (cut‑back if it increases after‑tax proceeds vs paying excise tax) |
| Good Reason Definition | Material reduction in authority/compensation, relocation >25 miles, or material breach (same as CEO agreement definition) |
Deferred Compensation Plan (non‑qualified):
| Feature | Detail |
|---|---|
| Annual Contributions | Bank may contribute ~10% of salary + bonus (discretionary) |
| Vesting | 0% vested currently; starts vesting in 2025 at 20% per year; 100% upon death, disability, or change in control (Bank may accelerate) |
| Interest Crediting | Benchmarked to 10‑year U.S. Treasury (set as of Dec 1 prior year) |
| Payout | 10 annual installments beginning at Normal Retirement Age (67) or separation thereafter; lump‑sum on separation within 6 months of change in control or on death |
Equity Plan acceleration:
- Unvested equity fully vests upon death, permanent disability, or termination in connection with a change in control .
Investment Implications
- Pay-for-performance linkage: AIP tied to bank operating metrics (pre‑provision net revenue, credit quality, efficiency, loan growth, strategic milestones) with above‑target pool funding in 2024/2023, supporting variable pay sensitivity to execution .
- Retention and selling dynamics: Significant unvested RSUs and multi‑year option vesting create continuing alignment but also regular vesting events that can increase tradable float; anti‑hedging/anti‑pledging policies limit misalignment risks .
- Change‑in‑control costs: 2.5x cash severance plus benefits and equity acceleration raise transaction costs, but also reduce retention risk through clear economics if control shifts .
- Ownership alignment: 1.7% beneficial stake (including ESOP and unvested shares) is meaningful for a smaller bank, reinforcing strategic alignment with shareholders .