William E. Pommerening
About William E. Pommerening
Independent director of LINKBANCORP, Inc. (LNKB), age 66, serving since 2018. CEO and Managing Director of RP Financial, LC, with over four decades advising financial institutions; not a director of LINKBANK, the bank subsidiary. The Board classifies him as independent under Nasdaq rules; he chairs the Board-level Enterprise Risk Management Committee, signaling risk oversight experience .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Sunshine Bancorp, Inc. (NASDAQ: SBPC) and Sunshine Bank | Director | 2014–2018 | Community bank governance; prior collaboration with LNKB CEO Andrew Samuel who led Sunshine during 2014–2018 . |
| Tower Bancorp, Inc. (NASDAQ: TOBC) | Director | 2009–2012 | Oversight through sale to Susquehanna; deep M&A/banking experience . |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| RP Financial, LC | CEO & Managing Director | 1983–present | Provides consulting, valuation, and M&A advisory to financial services firms . |
| Other public company boards | None current | N/A | LNKB discloses no other current public directorships for directors (except Mr. Parmer at AMST) . |
Board Governance
- Independence: Board deems Pommerening independent; LNKB separates Chair (independent) and CEO roles, with Joseph C. Michetti, Jr. as Chair .
- Committee roles: Chairs the Board-level Enterprise Risk Management Committee, which receives quarterly risk reports and oversees strategic, financial, credit, market/IRR, liquidity, operational, compliance, and technology risks; not listed on Audit, Compensation, or Nominating & Corporate Governance committees .
- Attendance: Board met 13 times in 2024; other than Director Pierson, no director attended fewer than 75% of board and committee meetings, implying Pommerening met the threshold. Directors are expected to attend annual shareholder meetings; 19 directors attended May 23, 2024 (two excused) .
- Executive sessions: Independent directors meet regularly in executive session .
Fixed Compensation
| Component | Amount ($) | Notes |
|---|---|---|
| Annual cash retainer | 30,000 | For non-employee directors attending ≥75% of meetings . |
| Committee chair fee | 2,500 | Applies to chairs of Compensation, Risk, Nominating & Governance, Audit; Pommerening’s 2024 cash total reflects chair fee . |
| Cash fees total (2024) | 32,500 | Reported in Director Compensation table . |
Performance Compensation
| Component | Grant/Balance | Fair Value ($) | Vesting/Terms |
|---|---|---|---|
| RSUs (2024) | RSUs granted | 13,160 | Grant-date fair value under ASC 718 . |
| Restricted stock (as of 12/31/2024) | 2,000 shares | N/A | Directors including Pommerening held restricted stock; general plan requires ≥1-year vesting for 95% of awards and disallows dividend payments until vesting . |
| Stock options (director program) | 5,000 options | N/A | Non-employee director options outstanding; repricing/cash buyouts of underwater options prohibited; min. exercise price ≥ fair market value . |
| Annual equity cap (directors) | ≤$50,000 | N/A | Per the 2022/2025 Equity Plans for non-employee directors . |
Notes:
- LNKB’s equity plans include strong shareholder protections: minimum vesting, anti-repricings, double-trigger CIC vesting, clawbacks, holding-period discretion, and no dividends paid on unvested awards .
- Director compensation is time-based; no disclosed performance metrics tied to director awards (company’s annual incentive performance metrics apply to executives, not directors) .
Other Directorships & Interlocks
| Connection | Detail | Governance Implication |
|---|---|---|
| Prior co-affiliation with CEO | Pommerening served as director at Sunshine Bancorp (2014–2018); CEO Andrew Samuel led Sunshine in the same period and Tower Bancorp earlier—indicating prior working relationship . | Potential alignment/experience benefit; monitor for undue influence, though LNKB classifies Pommerening as independent . |
| Current public boards | None | Low external interlock risk; reduces time allocation concerns . |
Expertise & Qualifications
- 40+ years in financial services consulting, valuation, and M&A; prior public bank board experience (SBPC, TOBC) .
- Chairs ERM Committee; experience aligned with LNKB’s broad risk oversight framework and quarterly risk reporting cadence .
Equity Ownership
| Item | Amount | Notes |
|---|---|---|
| Shares owned (beneficial) | 65,058 | Includes 55,000 in SEP IRA; 1,600 unvested restricted stock; 666 RSUs vesting within 60 days of 4/4/2025 . |
| Options exercisable within 60 days | 5,000 | Director options . |
| Total beneficial ownership | 70,058 | Sum of owned plus options considered beneficial within 60 days . |
| % of shares outstanding | ~0.19% | 70,058 / 37,377,342 shares outstanding at 4/4/2025 . |
| Pledging | None | Company discloses no director shares pledged as collateral . |
| Anti-hedging | Prohibited | Policy bans hedging/derivative transactions by directors . |
Governance Assessment
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Strengths:
- Independent status with deep bank advisory/valuation background; chairs ERM Committee overseeing comprehensive risk reporting and management integration—a positive for board effectiveness and oversight of credit, market, liquidity, and operational risk .
- Cash/equity mix modest and aligned with shareholder protections: low cash retainer, capped director equity, clawbacks, minimum vesting, double-trigger CIC—reduces pay-related red flags .
- Attendance meets ≥75% threshold; Board separates Chair and CEO; independent Chair supports robust governance .
-
Watch items / potential conflicts:
- External employment as CEO of RP Financial: while no related-party transactions disclosed involving Pommerening, his firm’s industry focus could present perceived conflicts if engagements with LNKB or major counterparties arise—monitor disclosures; current proxy related-party disclosures list other directors’ transactions but none for Pommerening .
- Prior co-affiliation with CEO at Sunshine/Tower: beneficial for experience, but monitor independence in compensation/risk decisions given historic ties; Board continues to classify him independent .
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Overall signal:
- Governance and risk oversight posture appears sound with clear structures and policies; director ownership is meaningful but not concentrated, with no pledging or hedging allowed, supporting alignment without undue influence .