Larry Constable
About Larry J. Constable
Larry J. Constable (age 61 as of 12/31/2024) is an independent director of PB Bankshares and Presence Bank, serving since 2013 at Presence Bank and since PB Bankshares’ inception in 2021; his current PB Bankshares board term expires in 2026. A retired entrepreneur, he founded L.C. Auto Body Inc. in 1982 and sold the company in 2018, and has extensive community engagement through youth training and non-profit work .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| L.C. Auto Body Inc. | Founder and Owner | 1982–2018 | Built and operated auto body business; entrepreneurial leadership |
| CCIU/CAT Brandywine (advisory boards) | Advisor (collision industry youth training) | Not disclosed | Vocational training advocacy |
| Parkesburg POINT Youth Center | Board Chair; Volunteer | ~8 years board chair; ongoing volunteer | Youth mentorship and community leadership |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Parkesburg POINT Youth Center | Board chair (past), volunteer | 8 years chair; ongoing | Community-oriented non-profit involvement |
| Religious and youth programs | Volunteer (Sunday School, youth retreats, Good News Club) | Ongoing | Community service |
Board Governance
- Independence: The Board determined all directors except the CEO are independent; Constable is independent under NASDAQ rules .
- Tenure: Director since 2013 (Presence Bank) and since 2021 (PB Bankshares); current term expires in 2026 .
- Committee assignments: Member, Nominating & Corporate Governance Committee (chair: John V. Pinno, III). Not listed on Audit or Compensation Committees .
- Attendance and engagement:
- Board meetings held in 2024: 10; all directors attended 100% of Board meetings. No director/committee member attended fewer than 75% .
- All 10 current directors attended the 2024 Annual Meeting of Stockholders .
- Board leadership: Independent Chairman (Joseph W. Carroll); separate Chairman/CEO roles; periodic executive sessions of independent directors .
- Related-party oversight: Audit Committee reviews transactions >$25k with directors/executives semi-annually; aggregate loans to directors/executives/related parties were $4.6 million at 12/31/2024, all at market terms and performing .
- Insider trading policies: Anti-hedging and anti-pledging; no exceptions approved for pledging .
Fixed Compensation
| Component | Amount/Terms | 2024 Value |
|---|---|---|
| Annual cash retainer | Non-executive directors paid $2,500 per month | $30,000 |
| Chairman premium | $5,000 per month (Chairman only; not applicable to Constable) | N/A to Constable |
| Committee chair/member fees | Not disclosed | N/A (no additional fees disclosed) |
| Meeting fees | Not disclosed | N/A (not disclosed) |
| Perquisites | None >$10,000 for any director in 2024 | None |
Performance Compensation
| Award Type | Grant Program | Outstanding/Unvested | Vesting | Notes |
|---|---|---|---|---|
| Restricted stock (time-based) | 2022 Equity Incentive Plan | 1,800 shares (unvested) | Under the plan, stock awards vest in five equal annual installments commencing Nov 14, 2023 | Unvested RS counted in beneficial ownership |
| Stock options | 2022 Equity Incentive Plan | 7,500 options outstanding (aggregate for each non-employee director, except Carroll/Dawood) | Under the plan, options vest in five equal annual installments commencing Nov 14, 2023 | 3,000 options are exercisable within 60 days of 4/8/2025 for Constable; plan exhausted capacity by 12/31/2024 |
| Performance metrics tied to director pay | Not applicable | None disclosed | N/A | Director compensation is primarily fixed cash; no disclosed performance-based metrics for directors |
Other Directorships & Interlocks
| Company/Entity | Type | Role | Notes |
|---|---|---|---|
| Presence Bank | Bank subsidiary | Director | All PB Bankshares directors also serve as Presence Bank directors |
| Other public company boards | Public | None disclosed | Proxy limits outside public directorships to two; no other public boards listed for Constable |
Expertise & Qualifications
- Entrepreneurial operator: Founded and ran L.C. Auto Body Inc. for 36 years; local business network and practical operating experience .
- Community engagement: Leadership in youth programs and local non-profits; strong local market familiarity aligned with community bank strategy .
- Governance fit: Nominating & Corporate Governance Committee member; Board seeks local market knowledge, integrity, independence, and ability to devote time—Constable aligns with these criteria .
Equity Ownership
| Category | Shares/Units | % of Outstanding |
|---|---|---|
| Total beneficial ownership | 16,000 | <1% (“*” indicates less than 1%) |
| Held via company controlled by Constable | 10,000 | Included in total |
| Unvested restricted stock | 1,800 | Included in total; time-based vesting |
| Options exercisable within 60 days (as of 4/8/2025) | 3,000 | Excluded from “owned” count but reportable under Rule 13d-3 |
| Anti-hedging/pledging status | Hedging and pledging generally prohibited; no exceptions approved | Policy-level control (no individual pledges disclosed) |
Governance Assessment
- Strengths:
- Independence and full attendance support board effectiveness and investor confidence .
- Membership on Nominating & Corporate Governance aligns with board refreshment and quality oversight; board maintains independent leadership and executive sessions .
- Anti-hedging and anti-pledging policy (no exceptions) reinforces alignment; no delinquent Section 16 filings .
- Alignment:
- Modest cash retainer and time-based equity awards from the 2022 plan suggest reasonable director pay and long-term alignment; outstanding RS/options create skin-in-the-game .
- Potential risk indicators:
- Banking relationships with directors (aggregate loans $4.6m) can be a perceived conflict area, though loans are at market terms, performing, and subject to Audit Committee review .
- No disclosed performance metrics or ownership guideline requirements for directors; monitoring long-term equity holding behavior is advisable. Not a red flag, but a disclosure gap relative to larger banks .
- RED FLAGS: None material disclosed; no related-party transactions outside ordinary-course lending, no hedging/pledging exceptions, and full attendance .
Insider Trades and Section 16 Compliance
| Item | Status |
|---|---|
| Delinquent Section 16(a) reports in 2024 | None; the company believes all officers/directors filed timely |