Michael J. Pacyna, Jr.
About Michael J. Pacyna, Jr.
Michael J. Pacyna, Jr., age 59, is Executive Vice President and Chief Lending Officer of The Fidelity Deposit and Discount Bank, having joined on April 14, 2015 as EVP and Chief Business Development Officer; he was named Chief Lending Officer in 2021 . He previously spent 26.5 years at PNC Bank as SVP, Commercial and Corporate Manager based in Scranton, PA, bringing deep commercial lending expertise to FDBC . Company performance metrics central to executive pay include EPS, deposit growth, and KPIs; pay-versus-performance disclosure shows Net Income of $20,793,676 in 2024, with cumulative TSR based on a $100 initial investment of 0.54% for 2024, 30.31% for 2023, and -22.68% for 2022, providing context for incentive alignment .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| The Fidelity Deposit and Discount Bank | EVP & Chief Business Development Officer | Apr 14, 2015–2021 | Led business development in commercial banking |
| The Fidelity Deposit and Discount Bank | EVP & Chief Lending Officer | 2021–present | Oversees lending strategy and credit allocation |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| PNC Bank | SVP, Commercial & Corporate Manager (Scranton, PA) | 26.5 years | Senior leadership in commercial/corporate lending |
Fixed Compensation
| Year | Base Salary ($) | AIP Payout ($) | Stock Awards ($) | All Other Compensation ($) | Total ($) |
|---|---|---|---|---|---|
| 2023 | 231,788 | 50,000 | 32,461 | 75,477 | 389,726 |
| 2024 | 241,634 | 53,107 | 49,509 | 75,821 | 420,071 |
Perquisites (All Other Compensation detail)
| Item | 2023 ($) | 2024 ($) |
|---|---|---|
| Automobile allowance | 6,000 | 6,000 |
| 401(k) match | 14,346 | 14,690 |
| Life insurance premiums | 75 | 75 |
| SERP contribution | 55,056 | 55,056 |
Performance Compensation
Annual Incentive Plan (AIP) – Structure and 2024 payout
| Metric | Weighting | Target | Actual | Payout Linkage | Vesting |
|---|---|---|---|---|---|
| Earnings per share (EPS) | Not disclosed | Threshold/Target/Max | Not disclosed | Cash payout under AIP | N/A |
| Deposit growth | Not disclosed | Threshold/Target/Max | Not disclosed | Cash payout under AIP | N/A |
| Average KPI score | Not disclosed | Threshold/Target/Max | Not disclosed | Cash payout under AIP | N/A |
| Board discretion | Not disclosed | N/A | N/A | Cash payout under AIP | N/A |
- Pacyna’s AIP payout: $53,107 for 2024; $50,000 for 2023 .
Long-Term Incentive Plan (LTIP) – Restricted Stock
| Grant Context | Grant Date | Vehicle | Grant-date Fair Value ($) | Share Price ($) | Vesting Terms |
|---|---|---|---|---|---|
| 2024 performance awards | Feb 2025 | Restricted stock | 49,509 | 45.09 | Restricted stock awards with a three-year vesting period granted to named executives in Feb 2025 |
Outstanding Equity Awards and Vesting (as of 12/31/2024)
Restricted Stock (unvested):
| Vesting Date | Shares (#) |
|---|---|
| 2/15/2025 | 1,142 |
| 2/21/2026 | 1,196 |
| 2/20/2027 | 691 |
| Total unvested | 3,029 |
- Market value of unvested restricted stock at 12/31/2024: $147,815 .
- LTIP clawback: awards recalculated if performance factors are restated within 36 months; full refund if misconduct/fraud drives restatement .
Stock-Settled Stock Appreciation Rights (SSARs):
| Exercisable (#) | Strike ($) | Expiration | Status |
|---|---|---|---|
| 5,170 | 49.50 | 02/05/2028 | Vested and exercisable |
| 1,494 | 59.70 | 02/04/2029 | Vested and exercisable |
Equity Ownership & Alignment
| Category | Amount |
|---|---|
| Total beneficial ownership (shares) | 10,050 |
| Ownership as % of shares outstanding | <1% |
| Shares held solely | 6,164 |
| Shares held jointly with spouse | 820 |
| Unvested restricted stock (included in beneficial) | 3,066 |
| SSARs exercisable (counts above) | 5,170 and 1,494 |
- Stock ownership guidelines: executives must hold a number of shares based on a percentage of annual salary; the program began with the Feb 2021 LTIP and continues through 2025 .
- Hedging/pledging: the Board has not adopted an anti-hedging policy; employees are permitted to hedge or pledge shares, subject to the Insider Trading Policy—no individual pledges disclosed for Pacyna .
Employment Terms
| Item | Details |
|---|---|
| Employment agreement entry | March 20, 2019 (replacing a prior change-in-control/severance agreement dated March 29, 2017) |
| Term and renewal | Three-year term with annual extensions unless notice of nonrenewal before anniversary date |
| Severance and benefits | If terminated without cause, for good reason, or after change in control: two times annual base salary plus health, life and disability benefits for two years; payable starting six months after termination |
| Triggers | Change in control; termination for good reason; disability; termination without cause; death; voluntary termination absent good reason; non-renewal |
| Non-compete and forfeiture | SERP benefits forfeited if non-compete or unauthorized disclosures are violated (pre-CoC) |
| Clawbacks | LTIP 36-month restatement clawback; employment agreement clawback of most recent 12-month LTIP award for violations of non-compete/non-solicit/confidentiality/non-disparagement (not applicable post-CoC) |
| SERP | Entered 3/20/2019; vests after service requirements (Pacyna vested 1/1/2022); 4% fixed interest, monthly compounding; payout structures for retirement, disability, change-in-control, and death |
| Split-dollar life insurance | Death benefit equals lesser of 3× base salary or net death proceeds while employed; post-vest separation: lesser of 2× highest base salary or net death proceeds; vesting at disability, change in control, normal retirement age, or Board decision |
Potential Payments Upon Termination (as of 12/31/2024)
| Scenario | Severance ($) | Life Insurance ($) | SERP ($) | Restricted Stock ($) | SSARs ($) |
|---|---|---|---|---|---|
| Death | — | 735,000 | 362,250 | — | — |
| Disability | — | — | 362,250 | — | — |
| Cause | — | — | — | — | — |
| Good reason | 490,000 | — | 362,250 | 147,815 | — |
| Voluntary (absent good reason) | 490,000 | — | — | — | — |
| Change in control | 490,000 | — | 362,250 | 147,815 | — |
| Non-renewal | — | — | — | — | — |
| Involuntary without cause | 490,000 | — | — | — | — |
- Under change-in-control, all unvested restricted stock vests immediately and SSARs become vested and exercisable .
Investment Implications
- Pay-for-performance alignment: AIP metrics (EPS, deposits, KPIs) tie cash incentives to bank performance, and LTIP restricted stock with multi-year vesting aligns Pacyna’s compensation with longer-term shareholder value creation; his 2024 mix shows base $241,634, AIP $53,107, equity FV $49,509, and perquisites/SERP $75,821 .
- Vesting/selling pressure: Unvested restricted stock totaling 3,029 shares vests in Feb 2025, Feb 2026, and Feb 2027, which could create periodic supply; all SSARs are already exercisable with expirations in 2028 and 2029, setting windows where exercises could occur depending on price levels .
- Retention risk balanced by protections: Two-times salary severance and continuation of benefits under several triggers, plus SERP and split-dollar life insurance, support retention; however, the allowance of hedging/pledging and absence of a formal anti-hedging policy is a potential alignment red flag if material pledges exist (none disclosed for Pacyna) .
- Ownership alignment: Beneficial ownership of 10,050 shares (<1%), plus unvested equity and exercisable SSARs, indicates some skin-in-the-game, with stock ownership guidelines based on salary percentage in place; individual compliance status not disclosed, limiting assessment of guideline adherence .
- Change-in-control economics: Severance of ~$490,000 plus SERP ($362,250) and accelerated vesting of restricted stock ($147,815) upon CoC create meaningful payouts; investors should monitor potential CoC scenarios as they can impact insider liquidity and behavior around vesting windows .