Jane Tompkins
About Jane B. Tompkins
Retired banking executive with deep credit and risk oversight experience; age 72 as of December 31, 2024; director at Presence Bank since 2020 and PB Bankshares since inception in 2021, with current board term expiring in 2027. Education: Bachelor of Science, Elizabethtown College. Biography emphasizes roles as Chief Risk Officer at LINKBANK (most recent) and Sunshine Bank (2014–2018), with extensive community board service in Central Pennsylvania. Independent director under Nasdaq standards.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| LINKBANK | Chief Risk Officer | Not disclosed | Led enterprise risk oversight; enhanced board risk governance lens |
| Sunshine Bank | Chief Risk Officer | 2014–2018 | Credit analysis and approval; strengthened risk frameworks |
External Roles
| Organization | Role | Notes |
|---|---|---|
| Central Pennsylvania Food Bank | Board member | Community service and governance involvement |
| Harrisburg YWCA | Board member | Community service and governance involvement |
| Theatre Harrisburg | Board member | Community service and governance involvement |
| Humane Society of Harrisburg Area | Board member | Community service and governance involvement |
Board Governance
- Independence: Board determined all directors except CEO are independent; independent chairman (Joseph W. Carroll) and independent key committees; independent directors meet in executive sessions.
- Committee assignments and chair roles:
- Compensation Committee: Chair (Tompkins); members: Carroll, Greenfield, Pinno, Wentz; met once in 2024 (four times in 2023).
- Audit Committee: Not a member; chair is Woolard (audit committee financial expert); met five times in 2024.
- Nominating & Corporate Governance Committee: Not a member; met once in 2024.
- Attendance: Board held 10 regular meetings in 2024; all directors attended 100% of Board meetings; no director or committee member below 75% attendance threshold.
| Governance Element | 2023 | 2024 |
|---|---|---|
| Board meetings held | 10 | 10 |
| Tompkins Board attendance | ≥75% (none below threshold) | 100% (all directors) |
| Compensation Committee meetings (Tompkins Chair) | 4 | 1 |
| Audit Committee meetings | 5 | 5 |
| Nominating Committee meetings | 2 | 1 |
Fixed Compensation
| Component | 2023 | 2024 |
|---|---|---|
| Annual director cash retainer | $30,000 | $30,000 |
| Chairman cash retainer (reference) | $60,000 | $60,000 |
| Monthly director fee | $2,500 | $2,500 |
| Committee chair fees | Not disclosed | Not disclosed |
| Meeting fees | Not disclosed | Not disclosed |
| Perquisites | None >$10,000 | None >$10,000 |
Notes:
- Directors are paid in their capacity as Presence Bank board members; no additional PB Bankshares fees.
Performance Compensation
- No performance-based pay disclosed for directors (no bonus, PSU metrics, or meeting fees). Equity grants are part of the 2022 Equity Incentive Plan but no new director equity grants recorded in 2024.
| Performance Metric | Applied to Directors | Details |
|---|---|---|
| Bonus tied to financial/ESG metrics | No | Not disclosed for directors |
| PSUs/TSR metrics | No | Not disclosed for directors |
| Option/RSU performance vesting | No | Director awards outstanding; vesting terms for directors not separately disclosed |
Other Directorships & Interlocks
- Public company directorships: None disclosed.
- Internal interlocks: Prior Sunshine Bank employment overlaps with current leadership (CIO Larry Witt previously at Sunshine Bank 2014–2018), indicating shared institutional experience but no disclosed conflict.
- Family relationships: Not disclosed for Tompkins; other directors have familial ties (Andress and Pinno are brothers-in-law), unrelated to Tompkins.
Expertise & Qualifications
- Core expertise: Lending, credit analysis/approval, enterprise risk management; enhances board risk oversight and governance.
- Financial expert designation: Not the board’s designated Audit Committee financial expert (that is Woolard).
- Education: B.S., Elizabethtown College.
Equity Ownership
| Ownership Item | Amount | Notes |
|---|---|---|
| Beneficial ownership (shares) | 9,000 | <1% of outstanding shares |
| Unvested restricted stock | 1,800 | Granted under 2022 Equity Incentive Plan |
| Stock options exercisable within 60 days | 3,000 | Vested/exercisable window as of record date |
| Outstanding stock options (aggregate per non-employee director, excluding Carroll/Dawood) | 7,500 | As of Dec 31, 2024 |
| Outstanding stock awards (aggregate per non-employee director, excluding Carroll/Dawood) | 1,800 | As of Dec 31, 2024 |
| Anti-hedging/anti-pledging compliance | Policy prohibits hedging and pledging; no exceptions approved | Board has not approved any exception to pledging policy |
Governance Assessment
- Strengths:
- Independent status and independent chair structure; robust anti-hedging/anti-pledging policy with no exceptions approved.
- Risk management depth from CRO roles improves board oversight of credit and operational risk amid community bank constraints.
- Strong attendance (100% Board attendance in 2024) and clear committee charters; Audit Committee has an identified financial expert.
- Watch items / potential red flags:
- Compensation Committee met once in 2024 (down from four in 2023); monitor cadence to ensure adequate oversight of executive pay, succession, and incentive risk.
- Related-party/insider lending exists at the aggregate level ($4.6 million outstanding to directors/officers/related parties) but is represented as ordinary-course, market terms; continue to monitor for individual exposures.
- Compensation consultant usage:
- Independent consultant (Blanchard Consulting Group) engaged in 2023 for employee and director compensation survey; no consultant engaged in 2024.
Additional Notes
- Delinquent Section 16(a): No late filings for directors/executives in 2024.
- 2025 shareholder vote context: Director elections focused on other nominees; Tompkins’ current term expires 2027; all 2025 proposals approved.