Richard J. O'Neil, Jr.

About Richard J. O’Neil, Jr.

Richard J. O’Neil, Jr. (age 67) is President and Chief Executive Officer of ECB Bancorp, Inc. and Everett Co‑operative Bank, roles he has held since 2016; he has served as a director since 1997 and is a member of the Massachusetts Bar, having previously served as the Bank’s outside General Counsel . The Board separates the Chairman and CEO roles (Chair: Dennis J. Leonard), enhancing independence; O’Neil is not an independent director by virtue of his executive role . Filings do not disclose CEO‑tenure TSR, revenue CAGR, or EBITDA growth metrics; as an Emerging Growth Company (EGC), the company provides scaled disclosures .

Past Roles

External Roles

Fixed Compensation

All Other Compensation (2024) – Components for O’Neil:

• 401(k) matching contributions: $24,150
• ESOP allocations: $18,253
• Automobile allowance: $12,000
• Life insurance premiums: $3,048

Performance Compensation

Annual Incentive Plan (AIP) structure and 2024 outcomes:

• Bank performance metrics/weighting: Pre‑provision net revenue 30%; Net charge‑offs 15%; Efficiency ratio 15%; Loan growth 20%; Strategic initiatives 20% .
• Aggregate 2024 AIP pool funded at 140% of target after Committee review of results versus targets .
• CEO incentive opportunity: Threshold 17.5% of salary; Target 35.0%; Maximum 52.5% .
• 2024 cash bonus paid to O’Neil: $250,000 (≈51.4% of 2024 base salary), consistent with a high pool funding outcome .

Equity awards (2023 Equity Incentive Plan) – grant design and O’Neil’s outstanding awards:

• Plan approved Sept 7, 2023; permits RS, RSUs, and stock options with time‑ or performance‑based vesting; 2023 awards vest 20% per year over 5 years, with full acceleration upon death, disability, or termination in connection with a change in control .
• O’Neil RS (granted 10/31/2023): 53,919 unvested shares; grant‑date fair value calculated at $10.12 per share; RS vest in five equal annual installments starting 10/31/2024 .
• O’Neil stock options (granted 10/31/2023): 33,700 exercisable and 134,798 unexercisable at $10.12 strike; options vest ratably over 5 years from 10/31/2024 and expire 10/31/2033 .
• 2024 equity grant activity: none for O’Neil (stock and options shown only for 2023 in SCT) .

Clawback and risk controls:

• Clawback: Policy compliant with Exchange Act §10D/Rule 10D‑1 and Nasdaq Rule 5608; prohibits indemnification or insurance for clawed‑back comp .
• Anti‑hedging/pledging: Directors and executive officers prohibited from hedging and from pledging stock (except Board‑approved non‑margin loans); no pledging exceptions approved .

Equity Ownership & Alignment

Vesting and potential selling pressure:

• RS and options vest 20% annually beginning 10/31/2024, creating predictable annual liquidity events absent 10b5‑1 planning and blackout windows .

Ownership guidelines:

• No executive stock ownership multiple or guideline disclosure identified in the proxy; compliance status not disclosed (no guideline section found).

Employment Terms

• Agreement term: Three‑year employment agreement expiring December 21, 2027 unless extended annually after performance evaluation; automatic two‑year renewal upon change in control .
• Compensation provisions: Base salary reviewed annually (no reductions except broad senior‑officer reductions); eligible for bonus plans and benefits; automobile allowance of $1,000/month; reimbursable business expenses .
• Severance (non‑CIC): If involuntary termination without cause or resignation for good reason (non‑CIC), Accrued Obligations plus base salary for the remaining term; up to 18 months of health coverage (or lump sum COBRA equivalent if unavailable) .
• Severance (CIC – double trigger): If terminated without cause or for good reason within 24 months after a change in control, Accrued Obligations plus lump sum equal to 3× (base salary + average cash bonus over prior 3 years), plus up to 18 months health coverage (or lump sum COBRA equivalent) .
• 280G protection: “Best net benefits” cutback to avoid excise tax if it yields higher after‑tax outcome .
• Restrictive covenants: One‑year non‑compete and non‑solicit apply upon severance‑triggering terminations .
• Retirement and survivor benefits: CEO participates in SERP I (normal retirement benefit equals 60% of final average compensation less specified offsets; 100% vested; CIC benefit payable as lump sum) and in a Survivor Benefit Plan paying beneficiaries 100% of base salary for one year, then 50% for four years if death occurs while employed .

Board Governance

• Structure: Chair and CEO roles separated (Chair: Dennis J. Leonard); CEO focuses on operations while Chair leads the Board .
• Independence: Board considers all directors independent except O’Neil (executive) and Paul A. Delory (law firm fees) .
• Committees: Audit (Chair: Joseph Sachetta), Compensation (Chair: Susan Sgroi), Nominating & Corporate Governance (Chair: Elizabeth P. Jones); O’Neil is not a member of standing committees –.
• Meetings/attendance: 12 Company Board meetings in 2024; no director attended <75% of their Board/committee meetings .

Director Compensation (as applicable to O’Neil)

• CEO receives no director fees; participates in Director Fee Continuation and Director Deferred Compensation plans on same basis as other directors (deferred fee plan allows deferral of director fees; CEO has no director fees to defer) .

Related Party Transactions (Governance red flags)

• Leases with CEO‑affiliated entity: Bank leases office space from an entity owned by O’Neil and his brother; extensions executed through 2027; net rental payments: $30,000 (2024) and $10,000 YTD 2025 (through proxy date); a second lease since 2022 with net rent $28,000 (2024) and $10,000 YTD 2025 .
• Legal services from CEO’s brother’s law firm: Annual fees paid by borrowers and the Company; Company‑paid portion: $67,000 (2024) and $25,000 YTD 2025 (through proxy date) .
• Additional legal services from Director Delory’s firm: Company‑paid portion: $12,000 (2024) and $3,000 YTD 2025 (through proxy date) .

Say‑on‑Pay & Shareholder Feedback

• As an EGC, ECB Bancorp is exempt from mandatory say‑on‑pay and certain expanded compensation disclosures; EGC status expected to end December 31, 2027 (fifth anniversary of conversion) .

Investment Implications

• Alignment: Material equity exposure via unvested RS (53,919) and options (total 168,498) with five‑year ratable vesting supports retention; anti‑hedging/anti‑pledging and clawback policies strengthen alignment and risk control .
• Incentive quality: 2024 AIP tied to bank‑relevant metrics (PPNR, efficiency, credit costs, growth, strategy); 140% pool funding and a ~51%‑of‑salary CEO bonus indicate strong operational performance against targets in 2024, but investors should monitor calibration and difficulty of future targets .
• Termination/CIC economics: Double‑trigger CIC at 3× cash plus accelerated equity vesting upon qualifying termination in a change in control context creates a meaningful payout contingent on job loss; “best net benefits” mitigates excise tax friction .
• Governance risks: Ongoing related‑party leases and legal services with CEO and family members merit scrutiny for independence and pricing fairness, even if conducted on ordinary‑course terms; Board maintains separation of Chair/CEO and independent committees, which partially offsets governance risk – .
• Liquidity/selling pressure: Annual October vesting tranches may create predictable potential for insider selling windows; hedging/pledging restrictions reduce adverse alignment signals .

Key Data References

• Executive biographies, independence status, committee memberships, meeting activity: –.
• Compensation tables (SCT, AIP design/weighting, outstanding awards, grant fair values): –.
• Clawback and insider trading/anti‑hedging/pledging policies: –.
• Employment agreement terms, CIC multiples, restrictive covenants: –.
• SERP and Survivor Benefit Plan: –.
• Stock ownership and components: .
• Director compensation plans and CEO participation: –.
• Related party transactions: –.
• EGC status and implications: .