Brian J. Cali
About Brian J. Cali
Chairman of the Board and independent director of Fidelity D & D Bancorp, Inc. (FDBC); age 72; director since February 2001. Managing owner of Brian J. Cali & Associates, a Pennsylvania law firm, and owner of several businesses in Northeastern Pennsylvania; over 40 years of practice. The Board separates the CEO and Chair roles; Cali is independent under Nasdaq standards (Board considered loan and business transactions, including his loan closing representation work) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Fidelity D & D Bancorp, Inc. | Chairman of the Board; Director | Director since Feb 2001; Chair as of 2025 | Chairs Executive and Compensation Committees; member of Governance Committee; multiple Bank committees (ALCO, Building, Credit Administration, Human Resources, Loan) |
| Brian J. Cali & Associates | Managing Owner; Attorney | 40+ years | Legal and business operations experience informs governance and strategy |
| Various businesses (NE Pennsylvania) | Owner | Not disclosed | Entrepreneurial perspective; local market knowledge |
External Roles
| Organization | Role | Notes |
|---|---|---|
| Not disclosed in proxy | — | No other public-company directorships or interlocks disclosed for Cali . |
Board Governance
- Board leadership: CEO and Chair roles are separated; Cali serves as Chair providing guidance and presides over Board meetings .
- Independence: Cali is independent under Nasdaq rules; Board reviewed loan and business transactions including loan closing representation to reach this determination .
- Committee assignments (Company): Executive Committee Chair; Compensation Committee Chair; Governance Committee member .
- Bank committees: ALCO, Building, Credit Administration, Compensation, Executive, Human Resources, Loan Application (per composition matrix) .
- Attendance: Board met 13 times in 2024; all directors attended ≥90% of Board/committee meetings; eight of nine directors attended the 2024 annual meeting .
- Nominating function: All independent directors perform nominating functions (no separate standing committee) .
- Risk oversight: Board and committees receive risk reports; Audit Committee charter addresses internal controls and compliance; Audit met 5 times in 2024 .
- Policies: Insider Trading Policy in place; no Board-level anti-hedging policy; Code of Ethics applies to directors, officers, employees .
Fixed Compensation
| Component | Amount ($) | Notes |
|---|---|---|
| Fees Earned or Paid in Cash (2024) | 98,000 | Includes regular quarterly director fees and any applicable chair/committee premiums; includes $38,000 director bonus for 2024 paid Q1 2025 |
| Director Quarterly Fee (policy) | 8,750 per quarter | Paid by the Bank to each non-employee director |
| Chair of the Board Premium (policy) | 3,750 per quarter | Additional cash to Chair of the Board |
| Executive Committee Member Premium (policy) | 2,500 per quarter | Additional cash for Executive Committee members |
Performance Compensation
| Equity Grant | Grant Date | Shares | Grant-Date Fair Value ($) | Vesting |
|---|---|---|---|---|
| Restricted Stock (Director annual grant) | Feb 2024 | 1,250 | 58,700 | Vests 33 1/3% per year; completes Feb 2027 |
| Shares of Stock Not Vested (as of 2024 YE) | — | 3,184 | — | Director table count of unvested RS |
| Unvested Stock (beneficial ownership footnote) | — | 3,401 | — | Included in beneficial ownership breakdown |
Performance metrics used in company incentive plans (signals for pay-for-performance integrity):
- Annual Incentive Plan (AIP) 2024: Earnings per share (EPS), deposit growth, average KPI score, Board discretion (threshold/target/max) .
- Long-Term Incentive Plan (LTIP) 2024: Core Net Income/Shareholders’ Equity, Core EPS, Board discretion; restricted stock granted Feb 2025 for 2024 with 3-year vesting; clawback applies to awards if financials restated or misconduct occurs within 36 months .
Other Directorships & Interlocks
| Company | Role | Interlock/Conflict Notes |
|---|---|---|
| None disclosed | — | No external public-company boards disclosed for Cali . |
Expertise & Qualifications
- Legal and business expertise (40+ years as practicing attorney; managing owner of a law firm; multiple business ownerships) .
- Governance leadership (Board Chair; chairs Executive and Compensation Committees; member of Governance Committee) .
- Local market insight and operational experience; independence affirmed despite related transactions reviewed by Board .
Equity Ownership
| Category | Shares | Notes |
|---|---|---|
| Held solely by Mr. Cali | 208,113 | Direct ownership |
| Self-employed retirement trust | 89,117 | Indirect beneficial |
| Jointly with children | 26,651 | Joint ownership |
| Children’s shares | 1,770 | Indirect beneficial |
| Samuel C. Cali GST Exempt Residuary Trust | 78,056 | Trust holdings |
| Unvested stock | 3,401 | Equity awards not yet vested |
| Total beneficial ownership | 407,108 | Aggregate |
| % of shares outstanding | 6.96% | Based on 5,841,562 outstanding at 2/28/2025 |
Pledging/Hedging: Board has not adopted an anti-hedging policy; Insider Trading Policy permits hedging/pledging subject to timing restrictions (policy described for employees; Board-level anti-hedging policy absent) .
Insider Trades and Section 16 Compliance
| Date | Transaction | Shares | Note |
|---|---|---|---|
| Feb 2024 | Restricted Stock Grant (Director annual grant) | 1,250 | Grant to each director; fair value $58,700; vests over 3 years |
| Feb 20, 2024 | Form 4 (late filing) | — | Company disclosed delinquent Form 4s to report restricted share grants for all directors including Brian J. Cali |
Related-Party Transactions (Conflict Review)
- Loan closing representation services paid to ETA Inc., of which Brian J. Cali is owner; Board states these were in ordinary course at customary rates/terms .
- Aggregate loans to directors/officers/immediate families/5%+ entities: $9,255,438 outstanding at 12/31/2024 (~5% of Bank shareholders’ equity); on substantially the same terms as non-related parties; largest aggregate during 2024 ~$10,663,318; ~$9,171,944 outstanding as of 2/28/2025 .
Compensation Structure Analysis (Signals)
- Director compensation mix: Cash fees plus time-based restricted stock; 2024 included an additional $38,000 director bonus for each director (paid Q1 2025), increasing cash portion .
- Executive compensation (context for oversight): AIP metrics include EPS, deposit growth, KPI score; LTIP uses Core Net Income/Shareholders’ Equity and Core EPS with clawback .
- No anti-hedging policy adopted; Insider Trading Policy allows hedging/pledging subject to timing—shareholder-alignment risk .
- SSARs not awarded in 2024 or 2025 (reduces option-related risk) .
Say-on-Pay & Shareholder Feedback
- 2025 agenda includes non-binding say-on-pay and frequency votes; Board recommends triennial frequency (every three years) to allow considered response and implementation .
- No historical say-on-pay approval percentages disclosed in the 2025 proxy .
Governance Assessment
-
Strengths:
- Separated Chair/CEO roles; Cali’s independence confirmed; robust committee engagement including Governance .
- High ownership stake (6.96%), aligning incentives with shareholders .
- Strong attendance (≥90% across Board/committees; active committee calendar) .
- LTIP clawback provisions enhance accountability .
-
RED FLAGS:
- Related-party services (loan closing representation via ETA Inc.)—ordinary course but presents perceived conflict; ongoing monitoring warranted .
- No anti-hedging policy; policy allows hedging/pledging under timing restrictions—misalignment risk if hedging/pledging occurs .
- Section 16 compliance lapse (late Form 4 for Feb 20, 2024 RS grants) .
- Concentration of power: Chair also chairs Executive and Compensation Committees; consider periodic rotation or adding independent committee chairs to mitigate governance risk .
- Director cash bonus ($38,000) added atop regular fees—evaluate rationale and performance linkage for governance optics .