Bony Dawood
About Bony R. Dawood
Entrepreneurial business leader and founder of Dawood Engineering with over 30 years leading a family of companies focused on sustainable infrastructure for public and private clients. Age 61; director at Presence Bank and PB Bankshares since 2022; holds an Engineering degree from the University of Delaware; nominated for re‑election in 2025 based on business experience and local community relationships .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Dawood Engineering (family of companies) | Founder/Leader | 30+ years | Leads planning/design/build across surveying, BIM, GIS, energy, municipal, real estate, site/land development, transportation, utilities |
External Roles
| Organization | Role | Public Company? | Notes |
|---|---|---|---|
| Dawood family of companies | Founder/Leader | No | Private enterprise; no other public company directorships disclosed |
Board Governance
- Board independence: PB Bankshares determined all directors except the CEO are independent; Dawood is independent .
- Board leadership: Independent Chair (Joseph W. Carroll) with separated Chair/CEO roles; periodic meetings of independent directors .
- Committee assignments: Audit Committee member; Audit met 5 times in 2024; Compensation and Nominating committees are independent, but Dawood is not a member of those .
- Attendance: Board held 10 regular meetings in 2024; all members attended 100% of Board meetings and no director attended fewer than 75% of aggregate Board+committee meetings; all 10 directors attended the 2024 Annual Meeting .
- Independence reaffirmed with no related transactions impacting independence .
Fixed Compensation
| Component | FY 2024 Amount | Notes |
|---|---|---|
| Annual cash retainer | $30,000 | Paid $2,500 monthly for non-executive directors |
| Committee membership fees | Not disclosed | No additional committee fees disclosed |
| Committee chair fees | Not applicable | Dawood is not a committee chair |
| Equity compensation (RSUs/Options) | None outstanding | See footnote: options and stock awards outstanding apply to non-employee directors other than Carroll and Dawood |
| Perquisites | None (> $10,000) | No director had perqs exceeding $10,000 |
Performance Compensation
| Metric/Structure | Status | Details |
|---|---|---|
| Performance-based director compensation (cash bonus) | Not disclosed | Director comp presented as fixed fees; no director performance bonus disclosed for Dawood |
| Equity with performance metrics (PSUs/Options) | None outstanding | Footnote indicates no outstanding options/stock awards for Dawood as of 12/31/2024 |
Other Directorships & Interlocks
| Company | Role | Committee Roles | Interlocks/Conflicts |
|---|---|---|---|
| None disclosed | — | — | No public company directorships or interlocks disclosed for Dawood |
Expertise & Qualifications
| Category | Details |
|---|---|
| Education | Engineering degree, University of Delaware |
| Industry experience | Infrastructure planning/design/build; multi-disciplinary portfolio (surveying, BIM, GIS, energy, municipal, transportation, utilities) |
| Board qualifications | Business experience and local community contacts; Audit Committee member (not designated as the committee’s financial expert) |
| Financial expert designation | Audit Committee financial expert is Woolard (not Dawood) |
Equity Ownership
| Item | Amount | Notes |
|---|---|---|
| Beneficial ownership (shares) | 0 | Listed as “—” with less than 1% ownership footnote |
| Ownership % of outstanding | <1% | 2,552,315 shares outstanding as of April 8, 2025 |
| Vested/unvested shares | None | No RSUs outstanding for Dawood |
| Options (exercisable/unexercisable) | None | Footnote excludes Dawood from directors with outstanding options |
| Pledged shares | Prohibited; none approved | Anti-pledging policy prohibits pledging; Board has not approved any exceptions |
| Hedging | Prohibited | Anti-hedging policy restricts derivatives/short sales |
Insider Filings and Trades
| Form | Filing Date | Transaction Date | Reported Name | Holder Type | Securities Owned After | Source |
|---|---|---|---|---|---|---|
| Form 3 | 2022-11-15 | 2022-11-13 | Dawood Bony | Director | 0 |
Related Party Transactions and Conflicts
- Insider loans: Aggregate loans to executive officers, directors, and related parties were $4.6 million as of Dec 31, 2024, made on ordinary-course terms and performing; individual recipient details are not disclosed, and all transactions are reviewed by the Audit Committee per policy .
- Policies: Anti-hedging/pledging policy in place; director independence affirmed; related person transactions reviewed at least twice yearly by the Audit Committee .
Compensation Committee Analysis (Context)
- Composition: Tompkins (Chair), Carroll, Greenfield, Pinno, Wentz; met one time in 2024 .
- Consultant use: No compensation advisor engaged in 2024 .
- Philosophy: Considers executive responsibility/performance, company results, and peer group analysis for executives; sets chartered oversight of equity/incentives and succession planning (directors receive fixed fees) .
Governance Assessment
- Positives: Independent director; strong attendance (100%); service on an independent Audit Committee; independent Chair separated from CEO; anti-hedging/pledging policy with no exceptions approved .
- Watch items and RED FLAGS:
- Zero beneficial ownership and no outstanding equity awards for Dawood as of year-end 2024, signaling limited “skin-in-the-game” alignment relative to peers, especially given small-cap community bank context .
- Not designated as Audit Committee financial expert (committee relies on Woolard for this), which may reduce technical financial oversight depth contributed by Dawood .
- Aggregate insider lending exists (common for community banks, made on market terms), but lack of individual disclosure prevents clear conflict assessment; continued monitoring recommended .
- Overall: Board independence and attendance are strong, but ownership alignment for Dawood is weak. Continued monitoring of director equity participation and any related-party exposure is advisable, alongside evaluation of Audit Committee skill mix for bank-specific accounting/risk oversight .