Douglas Byers
About Douglas Byers
Douglas L. Byers is Executive Vice President and Chief Banking Officer of Presence Bank, responsible for customer relationships and strategic growth. He holds a BA in Business Administration (Millersville University) and an MBA (Lebanon Valley College), completed the ABA Stonier Graduate School of Banking with a Wharton Leadership Certificate, and the Certified Treasury Professional course at Villanova University . Bonus determinations are discretionary and tied to earnings, growth, expense control, and asset quality; his bonus equaled ~20% of salary in 2024 and ~30% in 2023 . He serves on two non-profit boards in Lancaster and Chester County and served a three-year term on the Pennsylvania Association of Community Bankers board in 2021 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| First Citizens Community Bank | Southcentral Market Executive & SVP | 2017–2019 | Regional growth and commercial relationship leadership |
| Hamilton Bancorp | President & CEO | 2016–2017 | Turnaround/execution leadership at a community bank |
| Northwest Savings Bank | Commercial Lending Team Leader & SVP | Not disclosed | Led commercial lending team |
| Susquehanna Bank (and banks acquired by Susquehanna) | Cash Management Executive & SVP | 2005–2015 | Built treasury/cash management capabilities |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Pennsylvania Association of Community Bankers | Board Member | 2021 | Three-year term noted |
| Lancaster & Chester County non-profits | Board Member | Not disclosed | Two non-profit boards |
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Base Salary ($) | 203,775 | 212,130 |
| Bonus ($) | 61,133 | 42,426 |
| Stock Awards ($) | — | — |
| Option Awards ($) | — | — |
| Non-Equity Incentive Compensation ($) | — | — |
| All Other Compensation ($) | 54,337 | 55,938 |
| Total ($) | 319,245 | 310,494 |
All Other Compensation detail:
| Component | 2023 ($) | 2024 ($) |
|---|---|---|
| 401(k) Plan Contributions | 9,578 | 9,641 |
| ESOP Contributions | 10,208 | 10,520 |
| SERP Contributions | 30,566 | 31,819 |
| Automobile Usage | 1,935 | 1,908 |
| Seminar Reimbursement | 2,050 | 2,050 |
| Total All Other Compensation | 54,337 | 55,938 |
PB Bankshares disclosed it did not grant stock options to executive officers during 2024 .
Performance Compensation
Annual bonus framework and outcomes:
- Bonus program is discretionary; metrics include company earnings, growth, expense control, and asset quality, evaluated annually and over a three‑year trend; 2024 bonuses ranged 20%–40% of salary for NEOs .
| Year | Salary ($) | Bonus ($) | Bonus as % of Salary |
|---|---|---|---|
| 2023 | 203,775 | 61,133 | 30.0% (calc: 61,133 ÷ 203,775 ) |
| 2024 | 212,130 | 42,426 | 20.0% (calc: 42,426 ÷ 212,130 ) |
Vesting schedules (equity awards):
| Award Type | Vesting Start | Frequency | Schedule Notes |
|---|---|---|---|
| Stock Options | 11/14/2023 | Annual | Vest in five equal annual installments (20% per year) through 2027 |
| Restricted Stock | 11/14/2023 | Annual | Vest in five equal annual installments (20% per year) through 2027 |
Equity Ownership & Alignment
Beneficial ownership (2024 snapshot):
| As of | Shares Beneficially Owned | Percent of Shares Outstanding |
|---|---|---|
| April 2, 2024 | 31,967 | 1.2% |
Components of beneficial ownership (as of April 8, 2025):
| Component | Shares |
|---|---|
| IRA (Byers) | 8,100 |
| Direct/Joint with Spouse | 1,482 |
| ESOP Allocated | 3,446 |
| Unvested Restricted Stock | 7,866 |
| Options exercisable within 60 days | 11,698 |
| Shares Outstanding (context) | 2,552,315 |
Outstanding equity awards (as of 12/31/2024):
| Award | Exercisable (#) | Unexercisable (#) | Strike ($) | Expiration | Unvested Shares (#) | Market Value ($) |
|---|---|---|---|---|---|---|
| Stock Options | 11,699 | 17,548 | 12.28 | 11/14/2032 | — | — |
| Restricted Stock | — | — | — | — | 7,866 | 120,192 |
Indicative in-the-money value of exercisable options (illustrative):
- $35,097 (calc: (PB Bankshares price $15.28 − strike $12.28 ) × 11,699 exercisable options )
Policies impacting alignment and selling pressure:
- Anti‑hedging and anti‑pledging: Executives are prohibited from short sales and derivative hedging; pledging is generally prohibited and requires Board approval (no exceptions approved) .
- Option grant timing: No grants during closed trading windows; no executive stock options granted in 2024 .
Employment Terms
Change‑in‑control agreement (Byers):
| Term | Detail |
|---|---|
| Agreement Term | Two years, auto‑extends one year annually to maintain two years remaining |
| Extension at Potential CoC | Automatically extends to expire no sooner than two years post‑CoC effective date |
| Trigger | Termination by bank (other than for cause) or resignation for “good reason” at or following a change in control (double trigger) |
| Severance | 2× the sum of base salary (higher of termination date or pre‑CoC) + highest annual bonus in current year or prior three years |
| Payment Timing | Lump sum within 30 days of termination |
| COBRA | 12 monthly COBRA premium reimbursements if elected |
Supplemental Executive Retirement Plan (SERP):
- Contribution credit: 15% of salary (plus earnings), 2% annual interest compounded monthly; 20% vesting per year over five years; 100% vest on death, disability, CoC, or involuntary termination before age 65; forfeiture if terminated for cause; standard payout in 180 monthly installments; CoC payout as lump sum of account balance plus prior 24 months’ contributions and earnings . 2024 SERP credited: $31,819; 2023: $30,566 .
Executive Deferred Compensation Plan (EDC):
- Elective deferrals of base salary and bonus; fully vested at all times; bank may contribute; interest credited at 5% annually (Board may change); distributions upon separation, death, disability, or change in control if prior to age 65 (lump sum or 10‑year monthly installments); specified employees face six‑month delay for separation payouts . Byers participated in 2024 .
Related party lending (context for banking execs):
- Aggregate loans to executives/directors/related parties: $4.6 million at 12/31/2024; made on market terms and performing per original repayment schedules; compliant with Federal Reserve Act insider lending rules .
Investment Implications
- Alignment: Significant unvested restricted stock (7,866) and multi‑year vesting options (17,548 unexercisable; 11/14/2032 expiry) create long‑dated retention incentives; anti‑hedging/pledging constraints reduce misalignment risk .
- Pay‑for‑performance: Cash bonuses are discretionary but tied to core bank metrics (earnings/growth/asset quality), with realized payouts at ~20% (2024) and ~30% (2023) of salary—moderate variable pay for a community bank CBO role .
- Change‑in‑control economics: Double‑trigger severance at 2× salary+bonus and COBRA support is competitive but not excessive; combined with SERP and EDC, Byers has “golden handcuffs” that mitigate near‑term voluntary departure risk, but could accelerate payouts upon CoC .
- Trading signals: Annual vesting each November may create episodic liquidity considerations; insider policy and closed‑window grant discipline reduce timing‑related concerns; no exception approvals for pledging further limit forced selling risk .