Janet Sylvester
About Janet Sylvester
Independent director at First Seacoast Bancorp, Inc.; Past Chairperson of the Board; owner of Great Island Realty, LLC. Age 67; director since 2014 (service includes First Seacoast Bank board). Background includes local civic leadership (Dover City Council, past President of Big Brothers Big Sisters) and real estate business ownership, providing local market insight. The Board classifies her as independent under Nasdaq listing standards; no director attended fewer than 75% of Board and committee meetings in 2024.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Dover City Council | Council Member | Not disclosed | Local civic leadership; governance experience |
| Big Brothers Big Sisters | Past President | Not disclosed | Community engagement; leadership credibility |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Great Island Realty, LLC | Owner | Ongoing | Real estate market expertise; small business operator |
Board Governance
- Committee membership: Nominating & Governance Committee (member; not chair).
- 2024 committee activity: Audit (4 meetings), Compensation & Personnel (1), Nominating & Governance (2).
- Board structure: Separate Chair (James Jalbert, independent) and CEO roles, enhancing oversight; Board oversees risk through committees.
- Independence: All directors except the CEO are independent under Nasdaq standards.
- Attendance: Company and Bank Boards each held 15 meetings in 2024; no director attended fewer than 75% of total meetings of the Boards and committees on which they served.
- Policies: Company prohibits hedging of Company stock by directors/officers/employees.
| Committee | Membership | Chair? | 2024 Meetings |
|---|---|---|---|
| Nominating & Governance | Member | No | 2 |
Fixed Compensation
| Component | 2024 Value ($) | Notes |
|---|---|---|
| Fees earned or paid in cash | $25,400 | Director cash compensation paid by First Seacoast Bank; Company does not separately compensate directors |
| Nonqualified deferred compensation earnings | $20,993 | Earnings credited under deferred fee plan at 7-year Treasury yield (compounded monthly) |
| Supplemental Director Retirement Agreement (plan terms) | N/A (plan terms) | Retirement benefit equals $20,000 per year for 10 years at normal retirement age 70; vesting 0% yrs 1–6; 25% yr 7; 50% yr 8; 75% yr 9; 100% yr 10; change-in-control pays present value of $20,000 for 10 years; beneficiary gets vested accrued balance on death |
| Deferred Directors Fee Plan (plan terms) | N/A (plan terms) | Directors may defer fees; credited with 7-year Treasury yield; payable at separation/specified date in lump sum or 5/10-year installments; lump sum if separation within two years of change-in-control (if elected) |
Performance Compensation
| Instrument | Grant Date | Shares/Units | Grant-Date Fair Value ($) | Vesting | Notes |
|---|---|---|---|---|---|
| Restricted Stock (RSUs) | Dec 2, 2024 | 4,200 | $39,018 | Time-based, three approx. equal installments; first vest Dec 2, 2025 | Based on $9.29 closing price on grant date |
| Stock Options | Dec 2, 2024 | 10,250 | $38,745 | Time-based, three approx. equal installments; first vest Dec 2, 2025 | Fair value via binomial model; realized value depends on stock price vs exercise price |
- Performance metrics: No performance conditions disclosed for director equity awards; vesting is time-based.
Other Directorships & Interlocks
| Company/Organization | Role | Public Company? | Notes |
|---|---|---|---|
| None disclosed | — | — | Proxy biography lists no other public company directorships for Janet Sylvester |
Expertise & Qualifications
- Real estate market expertise and small business ownership (Great Island Realty) provide insight into local credit/real estate dynamics.
- Prior civic leadership roles suggest governance engagement and stakeholder awareness.
- Past Chairperson experience reflects Board leadership tenure.
- Independent director; not an Audit Committee financial expert (committee’s expert is Mark P. Boulanger, CPA).
Equity Ownership
| Metric | Amount | Detail |
|---|---|---|
| Total beneficial ownership (shares) | 19,273 | Includes direct/indirect holdings and options exercisable within 60 days |
| Ownership as % of outstanding | <1% | Based on 4,730,753 shares outstanding as of Apr 1, 2025 |
| IRA-held shares | 4,284 | Indirect ownership via IRA |
| Options exercisable within 60 days | 6,229 | Included in beneficial ownership count |
| Unvested RSUs outstanding | 4,200 | Director RSUs granted Dec 2, 2024; first vest Dec 2, 2025 |
| Shares pledged as collateral | None indicated | “None of the named individuals has pledged his or her shares” unless otherwise indicated |
| Anti-hedging policy | Prohibits hedging derivatives | Applies to directors and related persons |
| Ownership guidelines | Not disclosed | No director stock ownership guideline disclosed in proxy |
Governance Assessment
- Strengths: Independence; separation of Chair/CEO with an independent Chair; anti-hedging policy; no pledging; consistent committee engagement; attendance threshold met (no director <75%). These support board effectiveness and alignment.
- Potential concerns/RED FLAGS: Director equity grants and options are time-based (no performance metrics), which may weaken pay-for-performance alignment for directors; presence of Supplemental Director Retirement Agreements with change-in-control acceleration may be viewed as shareholder-unfriendly and entrenching (present value payout upon change-in-control). Consider investor scrutiny of guaranteed director retirement benefits.
- Related-party exposure: Loans to directors/executives were made at market terms and in compliance with banking regulations; no other related-party transactions >$120,000 since Jan 1, 2024. Low conflict signal.
Additional Notes
- Board/committee activity cadence appears measured (Nominating & Governance Committee met twice in 2024), with Sylvester engaged via Nominating & Governance.
- Section 16(a) compliance: Company believes directors/officers complied with ownership reporting in 2024.