Jennifer A. Tropeano
About Jennifer A. Tropeano
Jennifer A. Tropeano, 49, serves as Executive Vice President, Chief Lending Officer – Retail Banking of Embassy Bancorp, Inc. and Embassy Bank for the Lehigh Valley; she began her banking career in 1998 and joined Embassy at its inception in October 2001 . Company performance context: Embassy reported net income of $10.44 million in 2024 (vs. $12.66 million in 2023), while the pay-versus-performance TSR value of an initial $100 investment rose to $123 in 2024 (from $108 in 2023); the company highlights scale of over $1.7 billion in assets, $1.3 billion in loans, and $1.6 billion in deposits, with a senior team together for 20+ years . Management and directors collectively own over 29% of shares, signaling alignment with shareholders .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Lafayette Ambassador Bank | Banking roles (not specified) | 1998–2001 (implied by start of career and Embassy join date) | Foundation of retail/commercial banking experience . |
| Ambassador Bank | Banking roles (not specified) | 1998–2001 (implied) | Additional local market lending/retail exposure . |
| Embassy Bank for the Lehigh Valley / Embassy Bancorp, Inc. | EVP, Chief Lending Officer – Retail Banking | 2001–Present | Founding-era hire; leadership within retail lending at a community bank that has scaled to >$1.7B assets . |
External Roles
- Active in various organizations (specific boards/roles not enumerated in the proxies) .
Company Performance Indicators (context for incentive alignment)
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Net Income ($ thousands) | 17,702 | 12,656 | 10,440 |
| Total Shareholder Return – value of $100 investment (Dec-31-2020 base) | 132 | 108 | 123 |
2024 peer benchmarking (median peers = PA banks $100M–$5B assets): Embassy outperformed on net overhead (1.36% vs 1.84%), efficiency ratio (66.79% vs 69.62%), assets/employee ($15.2M vs $7.1M), NPAs/Assets (0.14% vs 0.43%); ROA was 0.64% vs 0.74% (peer) .
Fixed Compensation
- Individual pay elements for Ms. Tropeano (base salary, target bonus) are not disclosed; Embassy’s proxies disclose detailed compensation only for Named Executive Officers (CEO, First Executive Officer/COO/CFO, Sr. EVPs) and directors .
- At company level, annual salary adjustments and cash/equity bonuses are discretionary and based on overall company and individual performance (no formulaic annual targets) .
Performance Compensation
The company does not link annual incentive pay to pre-set quantitative targets; instead, the Personnel Committee and Board use discretion informed by efficiency and productivity metrics.
| Performance Metric Considered | Weighting | Target | Actual | Payout Mechanism | Vesting |
|---|---|---|---|---|---|
| Efficiency Ratio | Discretionary | Not pre-set | Company reports 66.79% in 2024 benchmarking | Discretionary cash/equity bonuses | RSU vesting schedules set per grant; SIP accelerates on CIC |
| Productivity Ratios (Assets/Employee, Loans/Employee, Deposits/Employee, Net Income/Employee) | Discretionary | Not pre-set | 2024 assets/employee $15.2M (vs PA peers $7.1M) | Discretionary | As above |
| Overall Company Performance | Discretionary | Not pre-set | Net income and TSR shown above | Discretionary | As above |
Notes: “Both cash and equity bonuses are completely discretionary” and “not linked to pre-determined annual performance criteria” . Award vesting illustrations provided for Named Executive Officers (NEOs), not for Ms. Tropeano .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Individual ownership (Tropeano) | Not disclosed in Beneficial Ownership table (table covers Directors and Named Executive Officers) . |
| Management/Board collective ownership | >29% of outstanding shares collectively held (strong alignment) . |
| Hedging/PLEDGING | Hedging/short-selling and derivatives transactions are prohibited under Insider Trading Policy . The proxy discloses pledged shares by certain insiders (e.g., CEO 18,524 shares; Director Pittman 82,919), but does not list any pledges for Ms. Tropeano . |
| Stock Incentive Plan (SIP) terms | SIP authorizes options/RS/DSUs; awards accelerate upon change in control; plan capacity 756,356 shares; expires June 20, 2029 . |
| Typical RSU vesting (illustrative from NEO grants) | Most recent grants vest in three equal annual installments (e.g., 12/13/2025 onward for 2024 grants) . |
Employment Terms
| Element | Tropeano | Peer Context at EMYB |
|---|---|---|
| Employment agreement | Not disclosed for Ms. Tropeano in proxies reviewed . | CEO and First Executive Officer have 5-year agreements with auto-extensions; bonus capped at 30% of salary; restricted stock awards ≥8% of salary; three-year vesting minimum . |
| SERP | Not disclosed for Ms. Tropeano . | SERPs disclosed for CEO, First Executive, and Sr. EVPs Cunningham and Neel (annual benefits payable over 15 years post-retirement) . |
| Change-in-control (CIC) | Not disclosed for Ms. Tropeano . | CEO and First Executive Officer entitled to 5x salary+bonus lump sum plus 5 years of health/fringe benefits upon qualifying CIC termination; agreements include excise tax gross-up . |
| Clawbacks/gross-ups | Not disclosed for Ms. Tropeano . | Gross-up for potential 280G excise tax provided to certain executives (CEO/First Executive) . |
Compensation Committee and Governance Notes
- Compensation decisions are made by the Bank’s Personnel Committee (functions as compensation committee): Banko, Englesson, Lesavoy (Chair), and Lobach; the CEO abstains from matters pertaining to NEO pay; no external compensation consultant retained for 2024 .
- Anti-hedging policy applies to all employees and directors .
- Related-party transactions are reviewed/approved by disinterested directors; current related-party leases and services are disclosed (e.g., Red Bird Associates HQ lease; legal services) .
Risk Indicators & Red Flags (company context)
- Discretionary annual incentive design (no formulaic targets) may weaken direct pay-for-performance linkage in a down year; this is acknowledged as a deliberate design choice by the Board .
- CIC economics for CEO/First Executive are high (5x salary+bonus) with excise tax gross-ups—shareholder-unfriendly features often flagged by governance advisors .
- Related-party lease with insider-owned Red Bird Associates continues through February 28, 2027; Board defends economic fairness and approvals by disinterested directors .
Investment Implications
- Alignment: High insider alignment at the enterprise level (>29% ownership by Board/management) and a company-wide anti-hedging policy reduce misalignment risk; no pledging is disclosed for Ms. Tropeano specifically .
- Retention risk: Ms. Tropeano is a founding-era leader (since 2001), but the proxy does not disclose an individual employment agreement or SERP for her, unlike certain peers—potentially modestly higher retention sensitivity versus executives with explicit CIC/SERP protections .
- Pay-for-performance: The heavy use of discretion (efficiency ratio and productivity metrics considered, no pre-set annual targets) can limit transparency and formulaic alignment for non-NEOs like Ms. Tropeano; equity under the SIP can still align long-term if awards are material and vesting persists, but her individual grants are not disclosed .
- Governance watch items: Legacy CIC multiples and excise tax gross-ups for top executives, and related-party leasing, may draw scrutiny from activists or governance-focused investors, particularly amid mixed ROA/TSR periods; however, Embassy’s 2024 efficiency/productivity outperformance versus peers provides a counterpoint on operating execution .