John Pinno III
About John V. Pinno, III
Independent director of PB Bankshares and Presence Bank; age 72 (as of Dec 31, 2024). Owner of Pinno Preowned Vehicles with a 51-year auto industry career, including 27 years as a Pontiac-Buick dealer; sold the dealership in 2008 and continues to operate his pre-owned vehicle business in Oxford, PA. Director since 1996 at Presence Bank (predecessor) and since PB Bankshares’ inception in 2021; currently serving a term expiring in 2026. Disclosed family relationship: brother-in-law of director and Vice Chairman Spencer J. Andress. The Board deems him independent under Nasdaq standards.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Pinno Preowned Vehicles | Owner | Ongoing (post-2008) | Provides local business experience and community contacts |
| Pontiac-Buick dealership (Oxford, PA) | Dealer/Owner | 27 years (sold in 2008) | Long-tenured operator in auto retail |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| — | — | — | No public company directorships disclosed in the proxy |
Board Governance
| Attribute | Detail |
|---|---|
| Board role | Director; current term expires 2026 |
| Independence | Board determined all directors except the CEO are independent (includes Mr. Pinno) |
| Committee assignments | Compensation Committee (member); Nominating & Corporate Governance Committee (Chair) |
| Board attendance 2024 | Board held 10 meetings; all directors attended 100% of Board meetings; no member attended fewer than 75% of Board+committee meetings |
| Annual meeting attendance | All 10 directors attended the 2024 annual meeting |
| Board leadership | Independent Chair separate from CEO; periodic executive sessions of independent directors |
Fixed Compensation
| Year | Cash Retainer | Committee Chair Fee | Meeting Fees | Equity Granted (Year) | All Other | Total |
|---|---|---|---|---|---|---|
| 2024 | $30,000 | Not disclosed as separate fee for Nominating Chair | Not disclosed | $0 options; $0 stock (2024) | $0 | $30,000 |
| Program detail | Each non-executive director paid $2,500 monthly; Chair of the Board paid $5,000 monthly (board-wide policy) |
Performance Compensation
- Directors received no performance-based equity grants in 2024; however, outstanding awards from prior years remain (see Equity Ownership).
Compensation Committee performance metrics overseen (for executive annual bonuses; Mr. Pinno is a Compensation Committee member):
| Metric | Description/Use |
|---|---|
| Earnings | Company-wide performance objective for bonuses |
| Growth | Company-wide performance objective for bonuses |
| Expense control | Company-wide performance objective for bonuses |
| Asset quality | Company-wide performance objective for bonuses |
- The Compensation Committee considered peer analysis but engaged no compensation advisor in 2024.
Other Directorships & Interlocks
| Type | Detail |
|---|---|
| Public company boards | None disclosed |
| Interlocks | Brother-in-law of Spencer J. Andress (Director and Vice Chairman) |
| Committee overlap implications | Mr. Pinno chairs Nominating & Corporate Governance; Mr. Andress serves on Audit, not on Nominating & Corporate Governance |
Expertise & Qualifications
- 51-year operating career in auto retail; deep community ties and small-business operating experience.
- Brings local market knowledge and customer/business relationships; board cites such local experience as a qualification.
Equity Ownership
| Item | Amount/Status | Notes |
|---|---|---|
| Beneficial ownership (shares) | 8,000 | As of April 8, 2025 record date; includes RS and options as noted |
| Ownership % of outstanding | <1% | Shares outstanding: 2,552,315 (as of Apr 8, 2025) |
| Unvested restricted stock | 1,800 shares | Included in beneficial ownership |
| Options exercisable (within 60 days) | 3,000 | Included in beneficial ownership |
| Options outstanding (aggregate) | 7,500 | As of Dec 31, 2024 for non-employee directors (excl. Carroll, Dawood) |
| Anti-hedging/pledging | Hedging prohibited; pledging generally prohibited absent Board approval; no exceptions approved |
Related-Party Exposure and Policies
- Disclosed family relationship: Mr. Pinno is the brother-in-law of director and Vice Chairman Spencer J. Andress.
- Insider lending: Aggregate loans to all executive officers, directors, and related parties totaled $4.6 million at Dec 31, 2024; all on substantially the same terms as comparable customer loans and in compliance with regulations. No individual breakdown disclosed.
- Board independence review found no transactions that affected the independence determinations of independent directors.
- Related person transaction policy: Audit Committee reviews transactions >$25,000 with directors/executives and family semi-annually for ratification/approval.
Compensation Committee Analysis (context)
| Aspect | Detail |
|---|---|
| Committee composition | Chair: Jane B. Tompkins; Members: Carroll, Greenfield, Pinno, Wentz |
| Advisor usage | No compensation advisor engaged in 2024 |
| Peer group | Committee considered peer analysis; peer group not disclosed |
| CEO involvement | CEO excluded from deliberations on his own compensation |
Governance Assessment
- Strengths: Independent director with 100% Board meeting attendance in 2024; chairs Nominating & Corporate Governance and serves on Compensation, supporting board oversight and refreshment; Board separates Chair/CEO with an independent Chair and holds executive sessions.
- Alignment: Holds equity through outstanding director awards (7,500 options; 1,800 RS) and 8,000 total beneficial shares; company prohibits hedging and generally prohibits pledging with no exceptions approved.
- Potential risks/RED FLAGS: Disclosed familial relationship with Vice Chairman Andress; while the Board deems directors independent, kinship can present perceived conflicts—mitigated in part by committee assignments (Pinno chairs Nominating; Andress is not on that committee).
- Transparency: Director compensation is simple (cash retainer; no 2024 equity grants), and attendance/committee disclosures are complete; no director perquisites over $10,000.
Note: Skip items not disclosed in the proxy; no additional public company directorships, director-specific performance pay metrics, or pledging by director were disclosed.