Timothy F. Dargan
About Timothy F. Dargan
Timothy F. Dargan, age 64, is Senior Vice President and Senior Commercial Lending Officer at First Seacoast Bank, with nearly 40 years of commercial lending experience overseeing the Bank’s commercial loan portfolio and leading commercial lenders, portfolio managers, business development, credit analysis and lending support teams . During his tenure, company TSR rose from 67.28 to 87.84 (base $100) from 2023 to 2024, while GAAP net loss improved to $(513) thousand in 2024 from $(10,656) thousand in 2023 . Revenues for FY 2024 were $3.9M*, reflecting a turnaround versus FY 2023*, while net income steadily improved over FY 2022–FY 2024* .
Values retrieved from S&P Global.*
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| First Seacoast Bank | Senior Vice President & Senior Commercial Loan Officer | 2019–present | Leads commercial lending strategy and portfolio, manages origination teams and credit resources |
Fixed Compensation
| Metric | FY 2022 | FY 2023 | FY 2024 | Current (as of 2025) |
|---|---|---|---|---|
| Base Salary ($) | $206,000 | $220,500 | $237,500 | $250,000 |
| Bonus ($) | $27,200 | $0 | $0 | — |
| All Other Compensation ($) | $11,670 | $12,439 | $13,737 | — |
Performance Compensation
| Award Type | Grant Date | Number/Notional | Fair Value ($) | Exercise Price | Vesting Schedule | Expiration |
|---|---|---|---|---|---|---|
| Restricted Stock (RSU) | 12/02/2024 | 10,000 shares | $92,900 (grant-date) | n/a | 33 1/3% annually starting 12/02/2025 | n/a |
| Stock Options (2024 Plan) | 12/02/2024 | 20,500 options | $77,490 (grant-date) | $9.29 | 33 1/3% annually starting 12/02/2025 | 12/02/2034 |
| Stock Options (2023 award) | 05/25/2023 | 20,000 options | $60,000 (grant-date) | $8.06 | 33 1/3% annually starting 05/25/2024 | 05/25/2033 |
Notes: 2024 equity awards (RSUs and options) under the 2024 Equity Incentive Plan vest ratably; dividends on unvested RSUs are retained and paid at vesting; option repricing is prohibited . The plan’s change-in-control terms use double-trigger vesting (accelerates upon involuntary termination following a change in control; if awards are not assumed, service-based awards can accelerate at closing) .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total Beneficial Ownership (04/01/2025) | 39,622 shares; <1% of outstanding (4,730,753) |
| Direct vs Indirect | IRA: 5,179; ESOP: 2,752; Options exercisable within 60 days: 13,333 |
| Outstanding Equity (12/31/2024) | RSUs unvested: 10,000 (MV $100,400 at $10.04) ; Options: 6,666 exercisable / 13,334 unexercisable at $8.06; 20,500 unexercisable at $9.29 |
| Pledging/Hedging | No shares pledged; company prohibits hedging by directors/officers/employees |
| Ownership Guidelines | Not disclosed in proxy |
Insider transactions: On 12/02/2024, Dargan reported grant of 10,000 RSUs and 20,500 options (exercise $9.29); prior 20,000 options at $8.06 vesting commenced 05/25/2024; no open-market sales disclosed in this filing .
Employment Terms
| Provision | Key Terms |
|---|---|
| Agreement Term | Employment Agreement effective 03/01/2019; currently renewed to expire 03/01/2027 |
| Auto-renewal | Board may renew annually to maintain two-year term for Mr. Dargan |
| Base Salary (current) | $250,000 |
| Severance (non‑CIC) | Lump-sum cash equal to base salary plus bonuses/incentives for lesser of remaining term or 24 months; continuation of medical/dental for same period or cash equivalent if not permitted |
| Change-in-Control | Double-trigger: upon involuntary termination or resignation for specified reasons following a CIC, lump-sum 3× “base amount” (IRC §280G average taxable compensation over prior 5 years); 36 months medical/dental continuation or cash equivalent |
| Death/Disability | Death: 6 months base salary plus 1 year dependent insurance coverage ; Disability: bank tops up to base for 1 year |
| Non-compete/Non‑solicit | Restrictions on competing or soliciting business/employees for 1 year post-termination (other than following CIC) |
| Clawbacks | Plan provides forfeiture and clawbacks (SOX 304 and Dodd-Frank); awards subject to company clawback policy |
Performance & Track Record
Company pay-versus-performance indicators:
- TSR (base $100): 67.28 in 2023; 87.84 in 2024; management reports TSR rose ~30.5% YoY .
- GAAP Net Income (Loss): $(10,656)k in 2023; $(513)k in 2024, reflecting significant improvement .
Company financials:
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Revenues ($) | $888,000* | $(2,007,000)* | $3,904,000* |
| Net Income ($) | $(565,000)* | $(10,656,000)* | $(513,000)* |
| Metric | Q4 2024 | Q1 2025 | Q2 2025 | Q3 2025 |
|---|---|---|---|---|
| Revenues ($) | $350,000* | $351,000* | $451,000* | $544,000* |
| Net Income ($) | $(1,408,000)* | $(603,000)* | $(545,000)* | $390,000 |
Values retrieved from S&P Global.*
Compensation Committee & Shareholder Votes
- Compensation & Personnel Committee (2024–2025): Independent; chaired by Paula J. Williamson-Reid; members include Mark P. Boulanger (CPA) and others; met 1× in 2024 . The company used independent consultants: Pearl Meyer (2023) to design company-wide incentive plan; ChaseCompGroup (2022) for executive/director compensation reviews .
- 2025 Say‑on‑Pay: Approved with 2,411,594 “For”, 115,937 “Against”, 72,211 “Abstentions”; one-year frequency preferred (2,474,749 votes) .
Vesting Schedules and Insider Selling Pressure
- RSUs: 33 1/3% annual tranches on 12/02 starting 2025; dividend equivalents paid at vesting .
- Options: 33 1/3% annual tranches on 12/02/2025 (2024 grant) and 05/25 annually (2023 grant); expirations 2034 and 2033 .
- No pledging and an anti-hedging policy reduce misalignment risk ; grant/vesting cadence could create periodic liquidity events around December and May.
Investment Implications
- Alignment: Dargan holds direct/indirect equity and vested options; no pledging; anti‑hedging policy in place—positive for alignment .
- Retention: Two‑year rolling term with non‑compete/non‑solicit and robust severance indicates moderate retention protection; CIC economics are market‑standard double‑trigger (3× base amount) .
- Pay-for-performance: Equity-heavy 2024 grants (RSUs and options) and TSR improvement indicate increased at-risk pay, though specific annual bonus metrics/weights are not disclosed; 2025 say‑on‑pay support was strong .
- Trading signals: Upcoming vesting dates (12/02 annually; 05/25 for older options) may coincide with increased sellable shares; Form 4 shows grants rather than open-market sales, suggesting limited near-term selling pressure from Dargan himself .