Andrew Samuel
About Andrew Samuel
Andrew Samuel, age 63, has served as LINKBANCORP, Inc. (LNKB) Chief Executive Officer and Director since inception in 2018; he previously served as Chairman prior to the GNB merger and is not considered independent under Nasdaq rules. 2024 operating outcomes used for incentive decisions included net income of $26.2 million (ROA 0.94%), non‑performing assets/total assets of 0.60%, and deposit growth of $161.8 million (+7.36%), alongside successful integration of Partners Bancorp and branch actions . The Board is led by an independent Chair (Joseph C. Michetti, Jr.), with separated CEO/Chair roles and independent key committees for risk, audit, compensation, and nominating .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Sunshine Bancorp, Inc. / Sunshine Bank (NASDAQ: SBPC) | President & CEO; Director | Oct 2014 – Jan 2018 | Led bank through growth and sale; public company leadership and M&A experience . |
| Susquehanna Bancshares, Inc. / Susquehanna Bank (NASDAQ: SUSQ) | Director & President (Holdco); President, CEO & Chairman (Bank) | Feb 2012 – Oct 2014 | Ran bank and holdco, governance and operating leadership at scale . |
| Tower Bancorp, Inc. / Graystone Bank (NASDAQ: TOBC) | Chairman, CEO & President; Co‑founder of de novo Graystone Bank | Began 2005 (sold to Susquehanna later) | Built de novo to ~$2.7B assets; value creation via organic growth and sale . |
| Earlier banking roles | Executive and other positions | Since 1984 | Waypoint Financial, Sovereign Bank, Fulton Bank, Commonwealth National/Mellon; broad banking experience . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Sunshine Bancorp, Inc. | Director | 2014–2018 | Public company board experience . |
| Susquehanna Bancshares, Inc. | Director | 2012–2014 | Public company board experience . |
Fixed Compensation
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Base Salary ($) | 625,000 | 634,616 | 750,000 |
| Bonus ($) | — | 550,000 | — |
| All Other Compensation ($) | 19,652 | 19,963 | 20,766 |
| Total Compensation ($) | 908,714 | 1,841,579 | 1,251,046 |
All other compensation components (FY 2024): 401(k) match $12,500; life insurance $1,431; country club dues $4,994; vehicle related $1,841 .
Performance Compensation
| Metric | Weighting/Range | Target | Actual | Payout | Vesting/Notes |
|---|---|---|---|---|---|
| Annual Incentive (CEO) | 50%–100% of salary opportunity | Threshold/Target/Max set by Committee | Achievement across Net Income, Credit Quality (NPA/TA), Deposit Growth, Strategic Projects, Succession Planning | 50% of salary ($375,000) for 2024 | Plan includes risk adjustment and Committee discretion . |
| RSAs (8/31/2023 grant) | — | — | — | Grant-date FV $105,280 (2024 stock awards) | 12,800 shares; vests annually over 5 years . |
| RSUs (5/23/2024 grant) | — | — | — | Included in stock awards FV; RSU count shown below | 16,000 units; vests annually over 3 years . |
2024 incentive determination was based on: Net income $26.2 million (ROA 0.94%), NPA/TA 0.60%, deposits +$161.8 million (+7.36%), integration and product initiatives, and succession planning completion; CEO payout authorized at 50% of base (i.e., $375,000) .
Equity Ownership & Alignment
| Item | Amount | Detail |
|---|---|---|
| Total beneficial ownership | 986,598 shares; 2.64% of outstanding | As of April 4, 2025; includes shares owned and options/warrants exercisable within 60 days . |
| Shares owned (incl. direct/indirect) | 31,558 | Includes 610 joint with spouse; 12,800 unvested restricted stock; 5,666 RSUs vest within 60 days; 6,060 held in daughter’s IRA (disclaimed) . |
| Options/warrants exercisable ≤60 days | 955,040 | 907,240 founder warrants at $10; 40,000 options; also 7,800 options in daughter’s account (household) . |
| Pledged shares | None | No shares pledged by directors or named executive officers . |
| Outstanding awards (CEO) | Options: 40,000 @ $10 (exp. 10/21/2029); RSAs: 12,800; RSUs: 16,000 | RSA vests over 5 years (anniversary); RSU vests over 3 years (anniversary). Market value references used $7.48 close (12/31/2024) . |
Insider selling pressure:
- Near-term vesting: 5,666 RSUs scheduled to vest within 60 days of April 4, 2025 .
- Founders’ warrants ($10) and CEO options ($10) were out-of-the-money vs. $7.48 close on 12/31/2024, which reduces near-term exercise-driven selling risk .
Anti-hedging/pledging:
- Hedging prohibited by policy; equity awards subject to hedging/pledging restrictions under company policies .
Employment Terms
| Provision | Terms |
|---|---|
| Agreement & term | Employment agreement dated Oct 28, 2021; rolling evergreen to maintain 3-year term unless notice of non-renewal ≥90 days before renewal . |
| Current base salary | $750,000 (as of Dec 31, 2024) . |
| Bonus eligibility | Participation in bonus programs and benefit plans applicable to executive officers . |
| Severance (without cause / good reason) | Lump sum equal to 3× (base salary + average cash bonus/other cash incentives over the prior 3 years); plus continuation/reimbursement of life, disability, medical, other health/welfare benefits for up to 3 years or until similar coverage obtained . |
| Change-in-control (double trigger) | Same as severance above if termination within 2 years of a CIC; continuation/reimbursement of benefits for up to 3 years; 280G best-net: either full pay subject to excise tax or cutback to avoid excise tax, whichever yields higher net benefit (no gross‑up) . |
| Restrictive covenants | Non‑compete and non‑solicit for 18 months post-termination; confidentiality protections . |
| SERP | Amended SERP provides $600,000 per year for 15 years upon separation after normal retirement age (age 70); if CIC followed within 24 months by involuntary termination/good reason before age 70, $600,000 per year for 15 years; reduced benefit for earlier separation in other cases . |
| Split-Dollar life | Beneficiary receives up to $100,000 net of policy metrics if death prior to separation . |
| Equity plan protections | No option repricing/buyouts without shareholder approval; minimum 1-year vesting for ≥95% of awards; double-trigger vesting on CIC; clawbacks; required holding periods may apply . |
Board Governance (Samuel as Director)
- Board service: Director since 2018; standing for re‑election to one‑year term (Board reduced to 11 members in 2025) .
- Independence: Not independent as CEO (Nasdaq definition) .
- Leadership: Independent Chair; separated roles mitigate CEO/Chair dual‑role risks .
- Committees: Audit (Jones, Doane, Flake, Snyder, Wheatley); Nominating & Corporate Governance (Koppenhaver, Parmer, Pierson, Snead); Compensation (Parmer, Pierson, Tressler, Lehman, Albertine). Samuel is not listed as a committee member .
- Meetings: Board held 13 meetings in 2024; all members except one attended ≥75% of meetings .
- Director compensation: Samuel received no additional board compensation beyond executive pay .
Compensation Structure Analysis
- Mix shift: 2024 pay predominantly salary ($750k) and performance cash ($375k); stock awards $105k; no option awards; total $1.25m, down from $1.84m in 2023 when merger‑related discretionary cash bonuses were paid ($550k) .
- Performance rigor: Incentive plan includes quantitative thresholds/targets on net income, credit quality (NPA/TA), deposit growth, plus strategic execution and succession outcomes; plan allows risk adjustments/clawbacks .
- Option discipline: Company historically avoids grants in closed windows; prohibits repricing/buyouts of underwater options without shareholder approval .
- Equity plan governance: Minimum vesting periods, double‑trigger CIC vesting, holding periods, and clawbacks align with shareholder‑friendly practices .
Ownership Guidelines, Hedging & Pledging
- Hedging: Prohibited by policy .
- Pledging: Awards subject to pledging restrictions; and specifically, no pledged shares by directors/NEOs as of April 4, 2025 .
- Stock ownership guidelines: Not explicitly disclosed in proxy; plan empowers holding requirements post‑vesting .
Related Party & Risk Indicators
- Related-party transactions: None involving Samuel disclosed; permitted standard‑terms insider loans; subordinated notes held by entities of Director George Parmer noted (outside Samuel) .
- Clawbacks: Equity subject to company clawback policies and SOX 304 restatement forfeiture .
- Say‑on‑pay: No advisory vote data disclosed in the proxy materials reviewed; not applicable/undisclosed .
Multi‑Year Compensation Detail (CEO)
| Component ($) | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Salary | 625,000 | 634,616 | 750,000 |
| Bonus | — | 550,000 | — |
| Stock Awards | — | 112,000 | 105,280 |
| Non‑Equity Incentive | 264,062 | 525,000 | 375,000 |
| All Other | 19,652 | 19,963 | 20,766 |
| Total | 908,714 | 1,841,579 | 1,251,046 |
Outstanding & Vesting Schedules (as of 12/31/2024)
| Award Type | Grant Date | Quantity | Strike/Terms | Expiration | Vesting |
|---|---|---|---|---|---|
| Stock Options | 10/21/2019 | 40,000 | $10.00 | 10/21/2029 | 5‑year annual vest; exercisable balance shown . |
| Restricted Stock Award | 8/31/2023 | 12,800 | — | — | 5‑year annual vest on anniversary . |
| Restricted Stock Units | 5/23/2024 | 16,000 | — | — | 3‑year annual vest on anniversary . |
| Near‑term RSU vest | — | 5,666 | — | — | Will vest within 60 days of April 4, 2025 . |
Director Service Summary (Samuel)
| Attribute | Status |
|---|---|
| Director since | 2018 |
| Term expiration | 2025 annual cycle (one‑year terms) |
| Independence | Not independent (CEO) |
| Committee roles | None disclosed; CEO attends Board; independent committees in place |
| Board leadership | Independent Chair (Michetti); separated roles |
| Attendance | Board met 13 times in 2024; attendance ≥75% for most directors |
| Director pay | No additional pay for Samuel |
Investment Implications
- Alignment: Large founder warrants (907,240 at $10) and options ($10) were out‑of‑the‑money vs. $7.48 year‑end price, limiting near‑term exercise pressure; upcoming RSU vesting (5,666 within 60 days of 4/4/2025) is the main mechanical supply overhang .
- Pay-for-performance: 2024 CEO incentive paid at 50% of salary, directly linked to profitability, credit quality, deposit growth, and strategic execution—suggesting disciplined payout calibration and credible clawback/anti‑risk features .
- Retention & CIC economics: Strong retention via evergreen 3‑year term, SERP ($600k/year for 15 years at retirement or CIC‑triggered termination), and 3× severance double‑trigger; no excise tax gross‑up, but best‑net cutback provision mitigates excessive parachute optics .
- Governance quality: Independent Chair and committees, anti‑hedging, no option repricing/buyouts without shareholder approval, minimum vesting, and double‑trigger CIC vesting align compensation practices with shareholder interests .
Overall, Samuel’s incentives are tied to operational outcomes and long‑term equity, while near‑term insider selling risk appears modest given out‑of‑the‑money options/warrants and structured vesting cadence; retention protections are robust with potential CIC costs to consider in event‑risk scenarios .