Richard M. Donovan
About Richard M. Donovan
Richard M. Donovan, age 59, is President and Chief Financial Officer of First Seacoast Bank (appointed May 29, 2025), having served as CFO since May 2018 and as Executive Vice President since 2024; he brings over 35 years of finance experience, including 12 years as a CPA at a regional accounting firm, consulting for community and regional banks in the Mid-Atlantic and New England, and serving as Vice President of Finance at a community bank in New York . Company performance indicators during the most recent two fiscal years show cumulative TSR rising from 67.28 to 87.84 (an increase of 30.5%), while net loss narrowed from $(10.656) million to $(0.513) million . Revenues improved from $(2.007) million in FY 2023 to $3.904 million in FY 2024*, and net income loss improved similarly*, consistent with stabilization actions taken during his finance leadership tenure. Values retrieved from S&P Global.*
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Regional accounting firm | Certified Public Accountant | 12 years | Built technical accounting and controls foundation for banking clients |
| Community/regional banks (Mid-Atlantic, New England) | Finance consultant | Not disclosed | Advised on finance functions across multiple institutions |
| Community bank in New York | Vice President of Finance | Not disclosed | Led finance operations for a community bank |
External Roles
No external public company directorships or committee roles disclosed in the latest proxy or 8-Ks .
Fixed Compensation
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Base Salary ($) | $225,000 | $260,000 |
| All Other Compensation ($) | $13,811 | $15,345 |
| Current Contracted Base Salary ($) | — | $273,000 (current term expiring March 1, 2028) |
Performance Compensation
| Component | Year | Metric | Weighting | Target | Actual | Payout ($) | Vesting |
|---|---|---|---|---|---|---|---|
| Restricted Stock Awards (time-based) | 2024 | Time-based RSAs (no disclosed performance metric) | N/A | N/A | N/A | $139,350 | 3 equal installments; first vest Dec 2, 2025 |
| Stock Options (May 2033 expiration) | 2023 | Options at $8.06 exercise price | N/A | N/A | N/A | $60,000 | 3 equal installments; first vested May 25, 2024 |
| Stock Options (Dec 2034 expiration) | 2024 | Options at $9.29 exercise price | N/A | N/A | N/A | $86,940 | 3 equal installments; first vest Dec 2, 2025 |
Outstanding awards detail (as of 12/31/2024):
- Options: 6,666 exercisable and 13,334 unexercisable at $8.06 expiring 05/25/2033; 23,000 unexercisable at $9.29 expiring 12/02/2034 .
- Restricted stock: 15,000 unvested; market value $150,600 at $10.04 closing price on 12/31/2024 .
- Company policy avoids granting options around material disclosures and closed trading windows; no timing of awards based on MNPI .
Equity Ownership & Alignment
| Category | Detail |
|---|---|
| Total Beneficial Ownership | 75,100 shares; includes 21,869 via IRA, 2,856 via ESOP, 13,684 via 401(k), and 13,333 options exercisable within 60 days of April 1, 2025 |
| Ownership % of Outstanding | Less than 1% (per proxy table; 4,730,753 shares outstanding) |
| Vested vs Unvested | Options: 13,333 exercisable within 60 days of 4/1/2025; unexercisable options 13,334 (2033 grant) and 23,000 (2034 grant). Restricted stock: 15,000 unvested |
| Pledging | None of the named individuals have pledged shares |
| Anti-Hedging Policy | Derivative hedging of Company stock prohibited for directors, officers, employees, and related persons |
| Ownership Guidelines | Not disclosed in proxy – |
Multi-year ownership context:
| Metric | As of Apr 1, 2025 |
|---|---|
| Shares Outstanding | 4,730,753 |
| Donovan Beneficial Shares | 75,100 |
| Options Exercisable within 60 Days | 13,333 |
| Unvested RSAs | 15,000 |
Employment Terms
| Term | Provision |
|---|---|
| Agreement Term | Evergreen structure; current Donovan term through March 1, 2028 (renewable annually back to 3 years) |
| Current Title | President and Chief Financial Officer (as of May 29, 2025) |
| Good Reason Carve-out | Appointment as President, in addition to CFO, does not constitute Good Reason |
| Base Salary | $273,000 (current) |
| Severance (non-CIC) | Lump sum equal to base salary plus bonuses/incentives for lesser of remaining term or 24 months; continued medical/dental for same period or cash equivalent |
| Change-in-Control (Double Trigger) | Lump sum of 3x “base amount” per IRC §280G (5-year average taxable income); 36 months medical/dental or cash equivalent |
| Death/Disability | Death: base salary for 6 months plus dependents’ benefits for 1 year; Disability: make-whole between disability benefits and base salary for 1 year |
| Non-Compete/Non-Solicit | 1-year post-termination restrictions on competition and solicitation (non-CIC) |
Say-on-pay and governance signals:
- Compensation and Personnel Committee: Members include Paula J. Williamson-Reid (Chair), Thomas J. Jean, Mark P. Boulanger; 1 meeting in 2024 .
- 2025 Annual Meeting outcomes: Say-on-Pay advisory vote For 2,411,594; Against 115,937; Abstain 72,211; broker non-votes 1,128,143 . Frequency: One-year preferred (2,474,749 votes) .
Performance & Track Record
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Revenues ($) | $(2,007,000)* | $3,904,000* |
| Net Income - (IS) ($) | $(10,656,000)* | $(513,000)* |
Values retrieved from S&P Global.*
Additional company-level performance indicators:
- TSR increased by 30.5% from 2023 to 2024; Compensation Actually Paid rose 87.76% for Non-PEO NEOs (Donovan and Dargan) from 2023 to 2024 .
- Policy statements indicate disciplined equity award timing relative to material disclosures .
Investment Implications
- Alignment: Donovan’s equity exposure includes time-based RSAs (15,000 shares) and multi-tranche options ($8.06 and $9.29 strikes) with upcoming vesting events on May 25, 2025 and December 2, 2025 that can create incremental sellable supply and potential insider selling pressure around vest dates; no pledging and anti-hedging rules mitigate misalignment risk .
- Retention/Change-in-Control Economics: Non-CIC severance up to 24 months of pay/incentives plus benefits, and CIC double-trigger of 3x base amount plus 36 months of benefits, reduce voluntary departure risk but elevate potential change-in-control cost for shareholders .
- Pay-for-Performance: Equity awards are time-based with no disclosed PSU metrics; CAP rose alongside TSR and improved net income, but lack of explicit performance metrics (e.g., revenue, EBITDA, TSR percentile) in executive plans suggests moderate pay-risk tilt toward retention rather than performance leverage .
- Execution Risk: Finance leadership tenure coincides with material improvement in net loss and TSR; continued monitoring of credit costs, NIM, and capital is warranted to assess sustainability. Upcoming leadership transition solidifies CFO-to-President succession, with Good Reason protections appropriately narrowed to avoid unintended triggers .
Monitor 10b5-1 plans and Form 4 activity for Donovan around vesting dates to gauge selling pressure; also track proxy disclosures for any future introduction of PSU metrics to strengthen pay-for-performance.