Joseph Carroll
About Joseph W. Carroll
Independent Chairman of the Board at PB Bankshares (PBBK). Age 75 as of December 31, 2024; director of Presence Bank since 2013, PB Bankshares since inception in 2021, and Chairman since 2015. Graduate of LaSalle College and Villanova School of Law; former Chester County (PA) District Attorney (2002–2012), private law practice (2012–2024), and Interim President of Presence Bank (Jan–Sep 2019) . The Board explicitly designates Carroll as an independent director; the Board separates the Chair and CEO roles, with Carroll serving as independent Chair .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Chester County District Attorney’s Office | District Attorney | 2002–2012 | Led prosecutorial office; legal and administrative leadership |
| Private Law Practice | Attorney | 2012–2024 | Legal practice; retired 2024 |
| Presence Bank | Interim President | Jan–Sep 2019 | Transitional leadership of the bank |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| United Way of Chester County | Board Member | N/A | Community service/charitable governance |
| Crime Victim Center of Chester County | Board Member | N/A | Community service/charitable governance |
| Other charitable organizations | Board/Service roles | N/A | Not individually listed in proxy |
No other public company directorships are disclosed for Carroll in PB Bankshares’ proxy statements reviewed .
Board Governance
- Role and independence: Independent Chairman; Board separates Chair/CEO to enhance oversight . The Board determined all directors except the CEO are independent and found no related transactions affecting independence determinations .
- Meetings and attendance: PB Bankshares and Presence Bank Boards held 10 regular meetings in 2024; all directors attended 100% of Board meetings, and no director attended fewer than 75% of combined Board/committee meetings .
- Executive sessions: Independent directors meet in executive sessions; standing committees are Audit, Compensation, and Nominating & Corporate Governance .
- Committee assignments (Carroll):
- Audit Committee member; 5 meetings in 2024; committee fully independent; Chair: R. Cheston Woolard (Audit Committee financial expert) .
- Compensation Committee member; 1 meeting in 2024; Chair: Jane B. Tompkins .
- Nominating & Corporate Governance Committee member (2023 composition: Chair: John V. Pinno; met 2 times in 2023) .
- Compensation governance: Compensation Committee engaged independent advisor Blanchard Consulting Group to review employee and Director compensation in 2023; survey informed 2024 changes .
- Annual meeting presence: All 10 current directors attended the 2024 Annual Meeting of Stockholders .
Committee Detail
| Committee | Carroll’s Role | Chair | Meetings | Period |
|---|---|---|---|---|
| Audit | Member | R. Cheston Woolard | 5 | FY 2024 |
| Compensation | Member | Jane B. Tompkins | 1 | FY 2024 |
| Nominating & Corporate Governance | Member | John V. Pinno | 2 | FY 2023 |
Fixed Compensation
- Director fee policy: During 2024, non-executive directors received $2,500 per month; Chairman received $5,000 per month. Directors serve on both PB Bankshares and Presence Bank boards but earn fees only in their capacity as Presence Bank board members . 2023 policy was the same .
| Pay Element | 2023 | 2024 |
|---|---|---|
| Monthly retainer – Non-Executive Director | $2,500 | $2,500 |
| Monthly retainer – Chairman (Carroll) | $5,000 | $5,000 |
| Director Compensation (Carroll) | 2023 | 2024 |
|---|---|---|
| Fees earned or paid in cash ($) | $60,000 | $60,000 |
| Option awards ($) | — | — |
| Stock awards ($) | — | — |
| All other compensation ($) | — | — |
Perquisites >$10,000: none for any director in 2023–2024 .
Performance Compensation
- Equity grants in year: No equity awards granted to directors in 2024; compensation was all cash .
- Outstanding equity (alignment and retention):
| Equity Detail | Amount | As Of |
|---|---|---|
| Stock option awards outstanding (count) | 11,377 | 12/31/2024 |
| Unvested stock awards (RSUs) (count) | 2,731 | 12/31/2024 |
| Options exercisable within 60 days (count) | 4,550 | 4/8/2025 |
No director performance metrics (TSR/ROE/ESG) or performance-contingent equity for non-employee directors were disclosed; the Compensation Committee’s performance framework described in the proxy applies to Named Executive Officers, not directors .
Other Directorships & Interlocks
| Company/Entity | Type | Role | Potential Interlock/Conflict |
|---|---|---|---|
| (None disclosed) | Public company | — | No other public company boards disclosed in proxy |
| United Way of Chester County | Non-profit | Board member | Community service; no conflict indicated |
| Crime Victim Center of Chester County | Non-profit | Board member | Community service; no conflict indicated |
Expertise & Qualifications
- Legal and governance leadership: 35+ years in prosecution culminating as Chester County DA; J.D. from Villanova School of Law; extensive legal, administrative, and community leadership experience .
- Banking leadership exposure: Interim President of Presence Bank (2019) provides operating perspective; long board tenure since 2013 supports institutional memory .
- Board leadership: Independent Chairman, with the Board separating Chair/CEO roles to strengthen oversight .
Equity Ownership
| Metric | Value | Notes |
|---|---|---|
| Total beneficial ownership (shares) | 58,529 | As of record date April 8, 2025 |
| Ownership (% of outstanding) | 2.2% | Based on 2,552,315 shares outstanding |
| Components disclosed | — | Includes: 10,000 shares held by spouse; 6,427 shares held jointly with spouse; 1,000 shares in IRA (Carroll); 1,000 shares in spouse’s IRA; 2,731 unvested RSUs; 4,550 shares acquirable via options within 60 days |
| Outstanding stock option awards (count) | 11,377 | As of 12/31/2024 |
| Shares pledged | Prohibited | Anti-pledging policy; no exceptions approved |
Policies
- Anti-hedging/anti-pledging: Directors/officers prohibited from short sales, derivative hedging, and pledging; Board has not approved any exceptions .
- Section 16 compliance: No delinquencies disclosed for 2024 filings by directors/officers .
Related-Party and Conflicts Review
- Insider lending: Aggregate loans to directors/executive officers and related parties totaled $4.6 million at 12/31/2024; all made in ordinary course, market terms, and performing; compliant with Federal Reserve Act insider lending restrictions applicable to FDIC-insured depository institutions .
- Related-person transaction oversight: Audit Committee reviews transactions >$25,000 with directors/executives/family at least twice per year; Code of Ethics requires disclosure of personal/financial interests .
- Independence assessment: Board found no transactions (outside those required to be reported) impacting independence determinations; all directors other than the CEO deemed independent .
Governance Assessment
-
Positives:
- Independent Chairman with separation of Chair/CEO roles enhances oversight and investor confidence .
- Strong attendance: 100% Board meeting attendance in 2024; active committee infrastructure with independent membership .
- Ownership alignment: Meaningful beneficial ownership (2.2%); outstanding options and unvested RSUs support alignment, while anti-hedging/anti-pledging policy reduces misalignment risk .
- Compensation governance: Use of independent compensation advisor (Blanchard) and clear committee charters; independent directors hold executive sessions .
-
Watch items / potential red flags:
- Cash-only director pay in 2024 (no new equity grants) reduces incremental alignment for the year, though prior equity holdings partially offset this .
- Long tenure and advanced age (75; Presence Bank board since 2013, Chairman since 2015) can raise refreshment/independence perception risks, though the Board continues to classify him as independent and nominates him for continued service .
- Insider lending exists (as is typical for community banks) but is on market terms and performing; continued monitoring warranted given aggregate exposure of $4.6 million .