Janak Amin
About Janak Amin
Janak M. Amin is President, Chief Executive Officer, and a director of PB Bankshares and Presence Bank. He brings over 25 years of banking experience across Pennsylvania and Florida, with prior roles including CEO of LeTort Trust (2018–2019), Co‑President at Sunshine Bank (2016–2018), consultant to Sunshine Bank (2015), and Pennsylvania Market CEO at Susquehanna Bank (2012–2014); he previously held executive roles at Tower Bancorp, Graystone Tower Bank, Graystone Financial, Sovereign Bank, and Waypoint Bank. He holds a degree from Liverpool University (U.K.), an MBA from The Pennsylvania State University, and completed the Wharton School Advanced Management Program; he currently serves on the board of Pennsylvania Bankers Services Corporation and is a member of the Philadelphia Fed’s Community Depository Institutions Advisory Council . As of December 31, 2024, Amin was 59 years old, has served as director since 2019 and his current term expires in 2026 . Company bonuses are discretionary and evaluated annually on earnings, growth, expense control, and asset quality, as well as multi-year trends and external conditions .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| LeTort Trust | Chief Executive Officer | 2018–2019 | Led independent trust company providing customized financial solutions |
| Sunshine Bank | Co‑President; prior roles | 2016–2018 | Senior leadership in community banking, operational oversight |
| Sunshine Bank | Consultant | 2015 | Advisory role to executive team |
| Susquehanna Bank | Market CEO, Pennsylvania region | 2012–2014 | Regional leadership, market growth |
| Tower Bancorp; Graystone Tower Bank; Graystone Financial; Sovereign Bank; Waypoint Bank | Various executive positions | Since 1997 | Broad banking executive experience across institutions |
External Roles
| Organization | Role | Years |
|---|---|---|
| Pennsylvania Bankers Services Corporation | Director | Current |
| Philadelphia Federal Reserve Bank | Community Depository Institutions Advisory Council member | Current |
Fixed Compensation
| Year | Base Salary ($) | All Other Compensation ($) |
|---|---|---|
| 2023 | 330,000 | 131,682 |
| 2024 | 349,800 | 141,031 |
All Other Compensation details for 2024:
- 401(k) contributions $14,942; ESOP contributions $18,441; SERP contributions $104,940; automobile usage $1,658; seminar reimbursement $1,050; total $141,031 .
- SERP design: 2024 contributions equal to 30% of salary for Mr. Amin; accounts earn 2% annual interest, vesting 20% per year over five years; 100% vesting upon death, disability, change of control, or involuntary termination before age 65; forfeiture for cause .
Performance Compensation
| Year | Bonus ($) | Bonus as % of Salary | Performance Metric Framework | Payout Determination | Vesting |
|---|---|---|---|---|---|
| 2023 | 177,000 | Derived from disclosed figures | Company‑wide objectives: earnings, growth, expense control, asset quality; individual objectives per role | Discretionary; evaluated annually and over prior 3‑year trend, considering external conditions | Cash (no vesting disclosed) |
| 2024 | 139,920 | Derived from disclosed figures | Company‑wide objectives: earnings, growth, expense control, asset quality; individual objectives per role | Discretionary; evaluated annually and over prior 3‑year trend, considering external conditions | Cash (no vesting disclosed) |
Notes:
- For 2024, Named Executive Officer bonuses ranged 20%–40% of salary across the team .
- No strict numerical formula, no disclosed weightings or targets for metrics .
Equity Ownership & Alignment
| Item | Amount | Notes |
|---|---|---|
| Total Beneficial Ownership (shares) | 121,925 | 4.6% of outstanding shares as of April 8, 2025 |
| Ownership components | See breakdown | Includes: 55,404 shares in IRA; 3,225 joint; 1,275 Roth IRA; 1,135 Roth IRA (self+spouse); 5,246 ESOP‑allocated; 16,663 unvested restricted stock; 27,768 options exercisable within 60 days |
| Options – exercisable | 27,768 | Counted in beneficial ownership per Rule 13d‑3 (within 60 days) |
| Options – unexercisable | 41,652 | Not counted in beneficial ownership; vest in five equal annual installments from 11/14/2023 |
| Restricted Stock – unvested | 16,663 | Market value $254,611 based on $15.28 at 12/31/2024 |
| Ownership policies | Anti‑hedging/pledging | Directors and officers prohibited from short sales, derivative hedging, and pledging/margin accounts; Board has not approved any exceptions |
Outstanding equity awards and vesting:
- Stock options: strike price $12.28; expiration 11/14/2032; vest in five equal annual installments starting 11/14/2023 .
- Restricted stock awards: vest in five equal annual installments starting 11/14/2023 .
- Option grant timing policy: no grants during closed trading windows; none granted to named executives during 2024 .
Employment Terms
| Term | Detail |
|---|---|
| Agreement Length | 3‑year term; auto‑renews annually to maintain 3 years unless non‑renewal notice; extends to expire no sooner than 2 years after a change in control |
| Base Salary | $349,800; can be increased but not decreased by Board/Comp Committee |
| Bonus Participation | Eligible in senior management bonus plan; may receive discretionary bonus |
| Benefits & Perqs | Participation in employee benefit plans; reimbursement of reasonable business expenses; use of bank‑owned or leased automobile |
| Severance (without cause or for “good reason”) | Cash equal to base salary and bonuses (based on highest bonus of prior 3 calendar years) for the remaining contract term; plus cash equal to 24 months of continued non‑taxable medical/dental coverage |
| Change‑in‑Control (qualifying termination within 2 years) | Lump sum equal to 3x (base salary + highest annual cash bonus of the relevant/last 3 years); plus cash equal to 24 months of continued non‑taxable medical/dental coverage; paid within 30 days post‑termination |
| Restrictive Covenants | 1‑year non‑compete and non‑solicit post‑termination (other than in connection with a change in control) |
| Deferred Compensation (EDC Plan) | 100% vested in elective deferrals and bank contributions; interest credited at 5% annually; distributions upon separation, death, disability, or change‑in‑control; lump sum or 10‑year installments; specified employee payments delayed 6 months per plan; emergency withdrawals permitted |
| SERP | 30% of salary credited in 2024 to Amin’s SERP account; 2% annual interest; 5‑year graded vesting (20%/yr); 100% vesting upon death, disability, change‑in‑control, or involuntary termination before age 65; 180 monthly installments typical; forfeiture for cause |
Board Service and Governance
- Board roles: Amin is a director of PB Bankshares and Presence Bank; Board has separate independent Chairman (Joseph W. Carroll) and CEO roles, enhancing independent oversight .
- Committees: Standing committees are Audit, Compensation, and Nominating & Corporate Governance; committee rosters consist of independent directors (Amin is not named among committee members) .
- Attendance: In 2024, all directors attended 100% of Board meetings; no director attended <75% of combined Board/committee meetings .
- Director fees: Non‑executive directors receive monthly retainers ($2,500; Chairman $5,000); Amin does not receive director fees .
- Independence and ethics: Anti‑hedging/anti‑pledging policy in effect with no exceptions approved; Code of Ethics applies to officers and directors; Section 16(a) filings were timely in 2024 .
Director Compensation (for context)
| Director | Fees Earned (2024) ($) | Option Awards ($) | Stock Awards ($) | All Other ($) | Total ($) |
|---|---|---|---|---|---|
| Non‑executive directors (each) | 30,000 | — | — | — | 30,000 |
| Chairman (Carroll) | 60,000 | — | — | — | 60,000 |
Multi‑Year Compensation Summary (Amin)
| Metric | 2023 | 2024 |
|---|---|---|
| Salary ($) | 330,000 | 349,800 |
| Bonus ($) | 177,000 | 139,920 |
| All Other Compensation ($) | 131,682 | 141,031 |
| Total ($) | 638,682 | 630,751 |
Risk Indicators and Related Party Transactions
- Insider loans: Aggregate loans to executive officers/directors/related parties were $4.6 million at 12/31/2024, made in the ordinary course on market terms and performing as agreed; Audit Committee reviews related transactions ≥$25,000 at least twice annually .
- Anti‑hedging/pledging: Prohibits short sales, derivative hedging, and pledging/margin accounts; Board has not approved any exceptions .
- Audit oversight: Audit Committee financial expert designated; 2024 audit fees $106,803; tax fees $14,200; 100% pre‑approved .
Equity Incentive Plan
- 2022 Equity Incentive Plan authorized 388,815 shares (options max 277,725; RS/RSU max 111,090); large grants were issued in 2022; minimal option grants thereafter; by 12/31/2024 no shares remained available .
- Grant timing practices avoid closed windows; no options granted to named executives in 2024 .
Investment Implications
- Alignment: Amin’s 4.6% beneficial stake and ongoing five‑year vesting in options/RS indicate meaningful skin‑in‑the‑game and potential alignment with shareholders . Anti‑hedging/anti‑pledging policy reduces misalignment and margin call risks .
- Retention: SERP credits at 30% of salary with multi‑year vesting and material unvested equity suggest strong retention hooks; employment agreement auto‑renewal further stabilizes tenure .
- Dilution/overhang: Significant 2022 equity issuances and Amin’s outstanding options/RS imply ongoing dilution potential as awards vest/exercise; however no 2024 executive option grants reduce near‑term incremental overhang .
- Change‑of‑control economics: A double‑trigger 3x cash severance (salary+highest bonus) plus 24 months medical/dental coverage creates a substantial parachute, which can influence management preferences around strategic transactions and may affect deal negotiations or investor expectations .
- Pay‑for‑performance: Bonus determination is discretionary and based on core bank metrics (earnings, growth, expense control, asset quality) without disclosed weightings/targets—investors should monitor consistency of bonuses versus reported financial outcomes and asset quality trends .