Thomas J. Jean

About Thomas J. Jean

Independent director of First Seacoast Bancorp, Inc. (FSEA). Age 46 (as of December 31, 2024); director since 2014; previously served as Past Chairman of the Board. Currently Vice President of Operations at Portsmouth Regional Hospital; prior VP of Operations at Frisbee Memorial Hospital; former Mayor of Rochester, NH, President of the Rochester Rotary Club, and Chairperson of the Greater Rochester Chamber of Commerce .

Past Roles

External Roles

Board Governance

• Independence: All directors except the CEO (Brannen) are independent under Nasdaq rules; Jean is independent .
• Board leadership: Chair separated from CEO; Chair is independent (James Jalbert in 2025; previously Janet Sylvester in 2024), enhancing oversight .
• Attendance: Company and Bank Boards each held 15 meetings in 2024; no director attended fewer than 75% of meetings/committees .

Additional governance policies:

• Anti‑hedging policy prohibits hedging company stock by directors/officers/employees .
• Audit Committee independence affirmed; Jean listed among members .
• Committee charters available on company website .

Fixed Compensation

Director retirement/deferred arrangements (structure):

• Supplemental Director Retirement Agreement: $20,000 annual benefit upon normal retirement at age 70; 10‑year annual installments; vesting 0% (yrs 1‑6), 25% (yr 7), 50% (yr 8), 75% (yr 9), 100% (yr 10). Change‑in‑control triggers present value of $20,000 for 10 years; death triggers vested balance lump sum .
• Director Deferred Fee Plan: elective deferrals credited at 7‑year Treasury yield (compounded monthly); paid lump sum or 5/10‑year installments; change‑in‑control optional lump sum within two years .

Performance Compensation

Performance metrics: Director equity grants disclosed as time‑based; the 2024 Equity Incentive Plan permits performance‑based conditions, TSR or peer‑based measures at committee discretion, with double‑trigger vesting upon change‑in‑control (no single‑trigger acceleration for assumed awards) .

Other Directorships & Interlocks

Expertise & Qualifications

• Operations leadership in regional healthcare; local civic/business leadership (Mayor, Chamber Chair, Rotary President) providing market‑area insight .
• Past Chairman experience signals board process familiarity and leadership .
• Not designated as “audit committee financial expert” (that designation belongs to Mark P. Boulanger, CPA) .

Equity Ownership

Grant inventory (directors):

• Outstanding 2024 director awards: 4,200 restricted shares and 10,250 stock options per director; first vest Dec 2, 2025 .

Section 16 and trading practices:

• All insiders complied with Section 16(a) reporting in 2024 .
• Anti‑hedging policy in effect for directors/officers/employees .

Governance Assessment

• Strengths:

  • Independence and multi‑committee engagement (Audit, Compensation, Nominating) increase board effectiveness and cross‑functional oversight .
  • Strong alignment via equity grants (2024 equity comprised ~76% of Jean’s director compensation: $39,018 RS + $38,745 options vs $25,100 cash) .
  • No pledging of shares; anti‑hedging policy reduces misalignment risk .
  • Attendance threshold met; active involvement including being named as a proxy on the ballot, indicating engagement .

• Considerations:

  • Director retirement and fee continuation arrangements include change‑of‑control payouts; while common in community banks, these guaranteed benefits can dilute pay‑for‑performance optics for directors if over‑emphasized relative to at‑risk equity .
  • Related‑party loans to directors allowed under banking exemptions; disclosed as ordinary‑course with market terms, but ongoing monitoring is prudent to avoid unfavorable features .
  • No disclosed director stock ownership guidelines or compliance status; this is a gap for “skin‑in‑the‑game” alignment benchmarking .

• Compensation structure trends:

  • Year‑over‑year shift toward equity: Stock awards introduced in 2024 in addition to options; cash fees up modestly YoY ($24,800 → $25,100). Equity fair values increased (~$28,029 options in 2023 vs ~$77,763 total equity in 2024), signaling stronger alignment and potential retention focus .

• RED FLAGS:

  • Guaranteed director retirement benefit with accelerated payout at change‑of‑control (present value of $20,000 for 10 years) warrants scrutiny from a shareholder‑friendliness perspective .
  • Absence of disclosed stock ownership guidelines for directors limits formal alignment targets .

Director Compensation (Detail)

Equity Award Mechanics (Vesting and Terms)

Change‑in‑control treatment:

• Equity plan prohibits repricing; double‑trigger acceleration for service‑based awards; performance awards vest at target or better upon involuntary termination post‑CIC; no single‑trigger vesting for assumed awards .

Potential Conflicts / Related‑Party Exposure

• Loans to directors/officers permitted under federal banking exemptions; all loans disclosed as ordinary‑course, market terms, performing, and in compliance; no other related‑party transactions >$120,000 since Jan 1, 2024 .

Say‑on‑Pay & Shareholder Feedback (context)

• 2025 proxy includes annual advisory say‑on‑pay and frequency vote recommendation (“Every Year”); director compensation is separate from NEO say‑on‑pay items .

Insider Trades (Section 16 Compliance)

• Compliance: Company reports full compliance with Section 16(a) filings for FY 2024 .

Summary Implications for Investors

• Jean’s independence, multi‑committee service, and strong local/operational background support board effectiveness in a community bank context .
• Compensation mix shifted decisively to equity in 2024, enhancing alignment, though director retirement benefits and CIC features merit continued monitoring for shareholder‑friendly design .
• No material related‑party transactions and no pledging/hedging reduce governance risk; absence of disclosed stock ownership guidelines is a notable gap for alignment benchmarking .