Cheston Woolard
About Cheston Woolard
R. Cheston Woolard is an independent director of PB Bankshares and Presence Bank, serving since 2016 at Presence Bank and since PB Bankshares’ inception in 2021; he is 72 years old as of December 31, 2024 and serves as Audit Committee Chairman and an SEC/Nasdaq-designated audit committee financial expert . He is Senior Partner at Woolard, Krajnik, Masciangelo, LLP, a CPA firm, with degrees from Waynesburg University (BS Business Administration) and LaSalle University (Master’s in Accounting and Taxation), and is a member of the AICPA, PICPA, and the Affordable Housing Authority of CPAs . The board states all independent directors meet in executive sessions, and all directors attended 100% of board meetings in 2024, indicating strong engagement .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Woolard, Krajnik, Masciangelo, LLP | Senior Partner | Not disclosed | Grew firm from 6 to 25+ employees; deep accounting oversight |
| Alliance Bank | Director; Audit Committee Chairman | Not disclosed | Audit leadership experience, relevant to financial reporting oversight |
| West Whiteland Township | Chairman, Municipal Services Commission | Not disclosed | Local government oversight experience |
| West Chester University | Professor of Auditing | Not disclosed | Academic auditing expertise |
External Roles
| Organization | Role |
|---|---|
| American Institute of CPAs (AICPA) | Member |
| Pennsylvania Institute of CPAs (PICPA) | Member |
| Affordable Housing Authority of CPAs | Member |
Board Governance
- Committees: Audit (Chair); Nominating & Corporate Governance (member). Compensation Committee does not list Woolard .
- Independence: All Audit Committee members are independent per Nasdaq and SEC Rule 10A-3; Woolard qualifies as audit committee financial expert .
- Engagement and attendance: Board held 10 regular meetings in 2024; all directors attended 100% of board meetings; Audit Committee met five times in 2024; Nominating & Corporate Governance met once in 2024 (twice in 2023) .
- Executive sessions: Independent directors meet in executive session (frequency not specified) .
2025 Director Election Vote Results (Investor Support Signal)
| Nominee | For | Withheld | Broker Non-Votes |
|---|---|---|---|
| R. Cheston Woolard | 1,358,808 | 159,360 | 446,340 |
Fixed Compensation
| Component (2024) | Amount |
|---|---|
| Annual cash retainer | $30,000 (paid $2,500 monthly) |
| Chairman premium (not applicable to Woolard) | $5,000 monthly for Chairman (Carroll) |
| Option awards (grant-date fair value, 2024) | $0 (no director option grants in 2024) |
| Stock awards (grant-date fair value, 2024) | $0 (no director stock grants in 2024) |
| Perquisites (aggregate >$10k) | None disclosed; no director exceeded $10,000 |
Performance Compensation
| Equity Component | Detail |
|---|---|
| Outstanding options (as of 12/31/2024) | 7,500 options outstanding for each non-employee director (other than Carroll and Dawood) |
| Outstanding stock awards (as of 12/31/2024) | 1,800 shares outstanding for each non-employee director (other than Carroll and Dawood) |
| 2024 grants | None to directors (Option Awards $0; Stock Awards $0) |
| Vesting terms | Restricted shares under the 2022 Equity Incentive Plan vest over five years from grant date (plan description) |
| Plan capacity and usage | 2022 Equity Incentive Plan authorized 388,815 shares; as of 12/31/2024 all options and RSUs/RSAs capacity used, with restricted shares vesting over five years |
No director-specific performance metrics (TSR, revenue, ESG) tied to director pay were disclosed; compensation consists primarily of fixed cash retainer with legacy equity awards vesting time-based under the plan .
Other Directorships & Interlocks
| Company/Entity | Role | Committee/Notes |
|---|---|---|
| Alliance Bank | Director; Audit Committee Chairman (prior) | Audit leadership experience |
| Presence Bank | Director | Also director of PB Bankshares; community bank oversight |
| PB Bankshares | Director | Audit Chair; Nominating member |
- Policy on outside boards: Nominating Committee will consider time commitments and generally limits public company directorships to two other than PB Bankshares (no current public company boards for Woolard disclosed) .
Expertise & Qualifications
- CPA and audit expert: SEC/Nasdaq “audit committee financial expert”; career-long public accounting experience; academic auditing background .
- Education: BS in Business Administration (Waynesburg University); Master’s in Accounting and Taxation (LaSalle University) .
- Community and governance roles: Municipal commission chair; prior Alliance Bank audit chair; enhances oversight of financial reporting and disclosure .
- Independence: Meets SEC and Nasdaq independence criteria for Audit Committee service .
Equity Ownership
| Metric (as of April 8, 2025) | Value |
|---|---|
| Total beneficial ownership (shares) | 20,000 |
| Percent of common stock outstanding | Less than 1% |
| Direct/indirect holdings detail | Includes 2,000 shares held by a company controlled by Woolard |
| Unvested restricted stock | 1,800 shares |
| Options exercisable within 60 days | 3,000 shares |
| Total outstanding options | 7,500 (implies 4,500 unexercisable at the record date) |
| Shares outstanding (denominator) | 2,552,315 |
Approximate ownership percent: 20,000 / 2,552,315 ≈ 0.78% (table reports “<1%”) .
Governance Assessment
-
Strengths
- Audit Committee Chair with formal “financial expert” designation; independent under SEC/Nasdaq standards—supports robust oversight of financial reporting, internal controls, and auditor independence .
- High engagement: 100% board meeting attendance in 2024; Audit Committee active (five meetings) .
- Investor support: Strong “For” vote in 2025 director election (1,358,808 For vs 159,360 Withheld); auditor ratification passed comfortably—signals investor confidence in governance and oversight .
- Ownership alignment via legacy equity awards (options and restricted stock) alongside personal shareholdings; no large perquisite usage disclosed .
-
Watch items / potential red flags
- Board interlocks exist among other directors (Andress and Pinno are brothers-in-law), which can present independence optics at the board level though no such ties are disclosed for Woolard .
- Nominating & Corporate Governance Committee met only once in 2024 (vs two times in 2023), a relatively low cadence for director pipeline and governance policy oversight—monitor for continued engagement .
- No director stock ownership guidelines disclosed in the proxy; inability to assess compliance versus guideline targets .
- No related-party transactions tied to Woolard are specifically disclosed in available excerpts; continue monitoring proxy “Transactions With Certain Related Persons” section for any updates .
-
Additional context
- 2025 Annual Meeting ballots did not include say-on-pay in the reported outcomes (Proposals: director elections; auditor ratification), consistent with some EGC practices .
- Company policy references insider trading restrictions, blackout periods, and Rule 10b5-1 guidelines; no pledging-related change-in-control arrangements known to management as of year-end per 10-K disclosures .