James R. Brannen
About James R. Brannen
James R. Brannen is Chief Executive Officer of First Seacoast Bancorp, Inc. and First Seacoast Bank (CEO since 2018; transitioned from President & CEO to CEO-only on May 29, 2025) with over 30 years in community banking in New Hampshire. He holds an MBA from the University of New Hampshire, is age 63, and has served on the Company’s board since 2018 . Under his tenure, total shareholder return (TSR) on a $100 base improved from $67.28 in 2023 to $87.84 in 2024, while the Company’s net loss narrowed from $(10.656) million in 2023 to $(0.513) million in 2024 .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| First Seacoast Bank | EVP & CFO | 2007–2018 | Built finance function; experience in credit, lending, collections, branch administration |
| First Seacoast Bancorp/Bank | President & CEO | 2018–May 29, 2025 | Led strategic shift, capital and operating actions through rate cycle |
| First Seacoast Bancorp/Bank | Chief Executive Officer (CEO-only) | May 29, 2025–present | Succession transition; CEO role clarified via employment amendment |
External Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| New Hampshire Bankers Association | Chairperson, Board of Directors | Current (year not disclosed) | Industry leadership, policy advocacy, network advantages |
| City of Dover Trust Fund Board | Director/Trustee | Not disclosed | Community stewardship and market insight |
| Greater Dover Chamber of Commerce Board | Director | Not disclosed | Local market connectivity |
| Wentworth Douglass Hospital Board of Trustees | Trustee | Not disclosed | Health system and regional network reach |
Fixed Compensation
| Component | 2023 | 2024 | Notes |
|---|---|---|---|
| Base Salary ($) | 335,500 | 350,000 | Current base salary under employment agreement is $350,000 |
| Bonus ($) | — | — | No annual cash bonus disclosed for 2023–2024 |
| All Other Compensation ($) | 17,687 | 18,223 | 401(k) match $10,480; ESOP allocation $7,743 in 2024 |
Performance Compensation
- Cash incentives: No annual bonus paid for 2023–2024; no quantitative bonus metrics disclosed .
- Equity awards: Time-vested restricted stock and stock options with 3-year, approximately equal installment vesting; 2024 grants first vest on Dec 2, 2025; 2023 grants first vest on May 25, 2024 .
| Equity Award Detail | Grant date | Type | Shares / Fair Value | Exercise Price | Expiration | Vesting |
|---|---|---|---|---|---|---|
| 2024 annual grant | 12/02/2024 | Restricted Stock | 16,100 sh; $149,569 FV | — | — | 3 tranches; first vests 12/02/2025 |
| 2024 annual grant | 12/02/2024 | Stock Options | 23,500 unexercisable as of 12/31/2024 | $9.29 | 12/02/2034 | 3 tranches; first vests 12/02/2025 |
| 2023 grant | 05/25/2023 | Stock Options | 8,133 exercisable; 16,268 unexercisable (12/31/2024) | $8.06 | 05/25/2033 | 3 tranches; first vested 05/25/2024 |
Pay-versus-Performance indicators (Company-reported):
- PEO “Compensation Actually Paid” rose to $670,365 (2024) from $392,869 (2023); company cumulative TSR rose 30.5% and net income improved by 95.2% vs 2023, per SEC methodology .
| Metric | 2023 | 2024 |
|---|---|---|
| PEO SCT Total ($) | 426,390 | 606,622 |
| PEO Compensation Actually Paid ($) | 392,869 | 670,365 |
| Company TSR – $100 initial | 67.28 | 87.84 |
| Net Income (Loss) ($000s) | (10,656) | (513) |
Equity Ownership & Alignment
- Beneficial ownership: 64,984 shares; includes 9,179 (IRA), 3,646 (ESOP), 4,255 (401(k)), and 16,267 options exercisable within 60 days of April 1, 2025; reported as less than 1% of outstanding .
- Pledging: None of the named individuals has pledged shares .
- Anti-hedging: Company prohibits hedging transactions for directors/officers/employees and related persons .
| Ownership item | Amount / Status |
|---|---|
| Total beneficial shares | 64,984; <1% of outstanding |
| Components | 9,179 IRA; 3,646 ESOP; 4,255 401(k); 16,267 options exercisable within 60 days |
| Pledged shares | None |
| Anti-hedging policy | In place; prohibits hedging Company stock |
Outstanding unvested/underlying awards at 12/31/2024:
- Restricted stock not vested: 16,100 shares (MV $161,644 at $10.04) .
- Options: 8,133 exercisable at $8.06 (exp. 05/25/2033); 16,268 unexercisable at $8.06 (exp. 05/25/2033); 23,500 unexercisable at $9.29 (exp. 12/02/2034) .
Employment Terms
- Agreement term: Extended; current employment agreement (original 3/1/2019) amended, with term through March 31, 2028; role clarified to CEO-only (no Good Reason from transition) .
- Current base salary: $350,000 .
- Severance (non-CIC): Lump-sum equal to base salary plus bonuses/incentives for the lesser of remaining term or 24 months; continuation of medical/dental for the same lesser period or cash equivalent if not permitted .
- Change-in-control (double-trigger): Lump-sum cash equal to 3x “base amount” (average taxable income for prior five years) plus 36 months of medical/dental benefits or cash equivalent if not permitted .
- Death/disability/retirement: Contractual provisions include six months’ salary on death and continued benefits for dependents for one year; disability top-up for one year; standard retirement benefits .
- Restrictive covenants: One-year non-compete and non-solicit post-termination (other than CIC context) .
- Salary Continuation Agreement: Fixed annual benefit of $64,817 for 120 months, generally commencing after separation (alternative timing for disability/death) .
- Retirement plans: ESOP participation; 401(k) safe harbor match equal to 100% of deferrals up to 4% of compensation .
Board Governance (and dual-role implications)
- Board service: Director since 2018; currently serves as CEO and director; does not receive separate director compensation .
- Separation of Chair/CEO: Chair is independent (James Jalbert); roles separated to enhance oversight .
- Committees: Brannen is not on Audit, Compensation and Personnel, or Nominating and Governance Committees; all those committees are fully independent .
- Attendance: No director attended fewer than 75% of board/committee meetings in 2024 .
- Independence: All directors independent except Brannen (employee) .
- Anti-hedging: In force (alignment positive) .
Director compensation and ownership guidelines (for completeness):
- Brannen receives no director fees in his capacity as a director; non-employee directors receive cash, restricted stock, and options (time-vested) .
- Director retirement/fee continuation and deferral programs exist (non-employee directors) .
Say-on-Pay & Shareholder Feedback
| Proposal (2025 Annual Meeting) | For | Against | Abstain | Broker non-votes |
|---|---|---|---|---|
| Say-on-Pay (NEO compensation) | 2,411,594 | 115,937 | 72,211 | 1,128,143 |
| Frequency of Say-on-Pay | One Year: 2,474,749; Two Years: 3,181; Three Years: 34,208; Abstain: 87,604; Broker non-votes: 1,128,143 |
Related-Party Transactions and Red Flags
- Insider loans: In ordinary course on non-preferential terms; performing and compliant with regulations .
- Other transactions: None over $120,000 with material interest in 2024 .
- Legal proceedings: None material pending as of 12/31/2024 .
Performance & Track Record (selected indicators)
| Indicator | 2023 | 2024 | Notes |
|---|---|---|---|
| Net income (loss) ($000s) | (10,656) | (513) | Significant improvement |
| TSR ($100 base) | 67.28 | 87.84 | Company-reported cumulative TSR |
| Net interest margin (%) | 2.16 | 2.09 | Margin pressure persisted |
| Bank total capital ratio (%) | 15.32 | 15.55 | Well capitalized |
| Share repurchases (program status) | — | 403,211 shares repurchased by 12/31/2024; authorization extended to 12/03/2025 |
Notable 2024–2025 initiatives:
- Investment portfolio repositioning to higher-yield securities (Dec 11, 2024) .
- Branch sale-leaseback completed June 11, 2024 to optimize real estate footprint .
- Leadership transition (President role to CFO Donovan; Brannen remains CEO) finalized May 29, 2025 .
Compensation Structure Analysis (signals)
- Mix shift to equity: 2024 introduced restricted stock ($149,569 FV) plus options ($88,830 FV), with no cash bonus; 2023 had options but no restricted stock or bonus. This increases equity-linked pay and retention via time-based vesting but lacks explicit performance metrics (no PSUs disclosed) .
- Timing/vesting: 3-year vesting creates identifiable supply windows (e.g., options first vesting 05/25/2024; 2024 grants begin 12/02/2025) that may precede Form 4 activity/selling pressure risk around those dates .
- Alignment safeguards: Anti-hedging policy and no pledging are alignment positives .
- CIC economics: 3x base amount (double-trigger) plus 36 months benefits—could be material in a sale and relevant for M&A probability-weighted cost modeling .
Upcoming Vesting/Selling Pressure Calendar (indicative)
- 05/25/2025 and 05/25/2026: Remaining tranches of 2023 options vest (3-year schedule; first vested 05/25/2024) .
- 12/02/2025, 12/02/2026, 12/02/2027: Tranches of 2024 restricted stock and options vest (first vests 12/02/2025) .
Compensation & Ownership Tables (multi-year view)
Summary Compensation (PEO)
| Metric | 2023 | 2024 |
|---|---|---|
| Salary ($) | 335,500 | 350,000 |
| Bonus ($) | — | — |
| Stock Awards ($) | — | 149,569 |
| Stock Options ($) | 73,203 | 88,830 |
| All Other Compensation ($) | 17,687 | 18,223 |
| Total ($) | 426,390 | 606,622 |
Outstanding Equity (as of 12/31/2024)
| Instrument | Exercisable | Unexercisable | Exercise Price | Expiration |
|---|---|---|---|---|
| Stock Options (5/25/2023 grant) | 8,133 | 16,268 | $8.06 | 05/25/2033 |
| Stock Options (12/02/2024 grant) | — | 23,500 | $9.29 | 12/02/2034 |
| Restricted Stock Not Vested | 16,100 shares; MV $161,644 at $10.04 | — | — | — |
Beneficial Ownership (as of 4/1/2025)
| Holder | Shares Beneficially Owned | % Outstanding |
|---|---|---|
| James R. Brannen | 64,984 (includes IRA/ESOP/401(k)/options within 60 days) | * (<1%) |
| Shares Outstanding (reference) | 4,730,753 | — |
Employment Economics (Severance/CIC)
| Trigger | Cash Multiple | Health/Dental Continuation | Notes |
|---|---|---|---|
| Involuntary termination w/o cause or good reason resignation (non-CIC) | Lump-sum equal to base + bonuses/incentives for lesser of remaining term or 24 months | For lesser of remaining term or until covered elsewhere; cash if not permitted | 1-year non-compete/non-solicit post-termination |
| Change-in-control + qualifying termination (double-trigger) | 3x “base amount” per IRC §280G | 36 months; cash equivalent if not permitted | Double-trigger structure |
Board Service History, Committees, and Dual-Role Implications
- Board tenure: Director since 2018; term continuing; age 63 .
- Committees: Independent directors populate Audit (Chair: Boulanger, CPA), Compensation and Personnel (Chair: Williamson-Reid), and Nominating & Governance (Chair: Bolduc). Brannen is not on these committees .
- Leadership structure: Independent Chair; explicit rationale to enhance oversight; reduces CEO/Chair concentration risk .
- Attendance and independence: 75%+ attendance; all directors independent except Brannen .
- Director pay: Brannen receives no additional director compensation (avoids cross-incentive conflicts) .
Investment Implications
- Near-term Form 4 watch: Time-based vesting suggests potential liquidity events around 05/25 annually (2023 option grant) and 12/02 annually (2024 awards), which can add incremental selling pressure windows; monitor filings and trading windows .
- Alignment strong on risk controls: No pledging and anti-hedging policy mitigate misalignment/hedging risk; beneficial ownership is modest but supported by ESOP/401(k) and options; say-on-pay support was strong in 2025 .
- CIC severity moderate-high: 3x base amount double-trigger payout plus 36 months benefits is meaningful in any strategic transaction analysis (useful in M&A scenario modeling) .
- Retention risk contained: Contract through 3/31/2028, salary continuation agreement ($64,817 annually for 120 months post-separation) and multi-year equity vesting support continuity through the current strategic plan .
- Execution track: TSR improved in 2024 and losses narrowed; however, NIM compression persists—compensation remains largely time-based equity (no disclosed performance metrics/PSUs), so investors should focus on operational KPIs (deposit mix, NIM, credit costs) and capital deployment (buybacks) to gauge pay-performance linkage over 2025–2026 .