Larry Witt
About Larry Witt
Larry W. Witt, age 56, serves as Executive Vice President and Chief Information Officer (CIO) of Presence Bank and PB Bankshares and is slated to become CIO of Norwood Financial/Wayne Bank upon the merger’s completion; he joined Presence Bank in 2019 after senior IT roles at Sunshine Bank and CenterState Bank . He holds a degree in Information Technology from the University of South Florida and participates in the ISACA Harrisburg chapter and the Pennsylvania Bankers Association IT Steering Committee . The filings do not disclose individual TSR, revenue growth, or EBITDA growth linked to Witt’s pay; his incentives have been primarily time-based equity grants under the 2022 Equity Incentive Plan with five-year ratable vesting and an option exercise price of $12.28 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| CenterState Bank (acquirer of Sunshine Bank) | First Vice President & Director of Technical Services | 2018–2019 | Led technical services during/after integration, supporting secure systems and operational continuity |
| Sunshine Bank | Vice President of IT & Operations | 2014–2018 | Built and ran bank IT and operations capabilities, focused on secure, customer-centric infrastructure |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| ISACA Harrisburg Chapter | Member | Current as of 2025 | Professional standards and security governance engagement |
| Pennsylvania Bankers Association | IT Steering Committee member | Current as of 2025 | Industry IT oversight and best-practice contribution |
Fixed Compensation
| Component | Amount | Effective | Notes |
|---|---|---|---|
| Base Salary (Norwood/Wayne Bank Employment Agreement) | $197,241 | Upon completion of the merger | EVP & CIO role at combined companies; 3-year term |
| Annual Incentive Eligibility | Discretionary (no target % disclosed) | During agreement term | Eligible for annual and long-term incentives at Committee discretion |
Performance Compensation
| Incentive Type | Metric | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|---|
| Annual cash incentive | Discretionary | Not disclosed | Not disclosed | Not disclosed | Not disclosed | Not disclosed |
| 2022 Equity Incentive Plan – Stock Options | Time-based | N/A | N/A | N/A | Realizable value depends on stock vs $12.28 strike | 5 equal annual installments starting Nov 14, 2023; expires Nov 14, 2032 |
| 2022 Equity Incentive Plan – Restricted Stock | Time-based | N/A | N/A | N/A | Market value at vesting | 5 equal annual installments starting Nov 14, 2023 |
Outstanding Awards (as of Dec 31, 2024)
| Award | Exercisable | Unexercisable | Exercise Price | Expiration | Unvested Shares | Market Value of Unvested |
|---|---|---|---|---|---|---|
| Options | 8,009 | 12,014 | $12.28 | 11/14/2032 | — | — |
| Restricted Stock (RSUs) | — | — | — | — | 5,599 | $85,547 (at $15.28 on 12/31/2024) |
Equity Ownership & Alignment
| Item | 2024 (Record Date: Apr 2, 2024) | 2025 (Record Date: Apr 8, 2025) |
|---|---|---|
| Shares Outstanding | 2,629,967 | 2,552,315 |
| Total Beneficial Ownership (Larry Witt) | 18,345 | 22,977 |
| Ownership % of Outstanding | ~0.70% (18,345/2,629,967) | ~0.90% (22,977/2,552,315) |
| ESOP Allocated | 2,277 | 2,904 |
| Unvested Restricted Stock | 7,465 | 5,599 |
| Options exercisable within 60 days | 4,005 | 8,010 |
| IRA (traditional) | 652 | 652 |
| IRA (rollover) | 264 | 264 |
| IRA (Roth) | 91 | 91 |
| Pledging/Hedging Status | Directors/executives prohibited from hedging and pledging; Board has not approved any exceptions | Directors/executives prohibited from hedging and pledging; Board has not approved any exceptions |
Employment Terms
| Provision | Detail |
|---|---|
| New Employment Agreement (Norwood/Wayne Bank) | 3-year term; EVP & CIO; base salary $197,241; eligible for discretionary annual/long-term incentives |
| Severance (no cause/good reason) | Lump sum equal to then annual base salary |
| Severance upon future CoC at Norwood/Wayne | 2x base salary plus pro rata annual bonus |
| Non-Compete/Non-Solicit (employment agreement) | Non-compete: 6 months post-termination; non-solicit: 1 year post-termination, or later if broader restrictions apply |
| Separate Non-Compete/Non-Solicit & Payments | Non-compete: 1 year post-merger; non-solicit: 3 years post-merger; payments of $100,000 at merger close, $50,000 at 1-year and $50,000 at 2-year anniversaries (subject to compliance and 280G excise tax cutback) |
| Waiver of Prior CoC Severance | Irrevocable waiver of severance under Presence Bank change-in-control agreement upon/following merger |
| 280G Cutback | Payments reduced to avoid excess parachute tax under 4999(a) |
Change-in-Control Treatment (PB Bankshares → Norwood)
- Options: Accelerated vesting; cash-out for in-the-money value at $19.75 merger cash consideration, net of withholding; out-of-the-money options canceled without payment .
- Restricted Stock/RSUs: Vesting restrictions automatically lapse at effective time; treated as outstanding shares, with shares withheld to satisfy tax obligations .
Estimated Transaction-Related Economics (Scenario Table in Merger Proxy)
| Component | Amount (Larry Witt) |
|---|---|
| Estimated CoC Severance Payment | $488,409 (scenario) |
| Estimated SERP Additional Benefit | $56,355 |
| Estimated Value of Options Cash-Out | $73,715 |
| Estimated Value of Accelerated RS Vesting | $28,029 |
| Estimated COBRA Benefits | $28,029 |
Note: Witt entered a new employment agreement (July 30, 2025) and is expected to continue as an executive officer post-merger; therefore, he would not be eligible for severance under his prior Presence Bank change-in-control agreement .
Governance Policies Relevant to Trading/Alignment
- Anti-hedging/anti-pledging: Directors/executives prohibited from hedging, short sales, and pledging PB Bankshares stock; no exceptions approved to date .
- Insider trading policy: Pre-clearance, blackout rules, 10b5-1 plan cooling-off and disclosure requirements; special rules for pension blackouts and M&A processes .
- Clawback policy: Recovery of incentive compensation upon accounting restatement per SEC Rule 10D-1; applies to compensation received on/after Oct 2, 2023; no indemnification for recovered amounts .
- Legal proceedings: As of June 30, 2025, no material legal proceedings affecting PB Bankshares .
- Section 16 compliance: No delinquent filings noted for 2023 .
Compensation Structure Analysis
- Equity-heavy, time-based vesting: Witt’s long-term incentives are time-based RS/option awards from the 2022 plan vesting ratably over five years beginning Nov 14, 2023, which encourages tenure but does not disclose specific performance metrics (e.g., TSR, ROE) tied to payout .
- 2024 grants cadence: PB Bankshares did not grant stock options to named executive officers during 2024; option grants in 2024 appear limited and not to NEOs, indicating conservative equity issuance pacing near the merger .
- Merger acceleration and cash-out: The automatic vesting and cash-out at $19.75 for in-the-money options, plus RSU vesting at closing, creates an immediate liquidity event and potential selling pressure; however, pledging is prohibited and trading is subject to blackout/policy constraints .
- New agreement reduces near-term severance risk: Witt’s waiver of prior CoC severance and acceptance of staged non-comp/non-solicit payments plus a new severance framework at Norwood (1x base for termination; 2x base + pro rata bonus for future CoC) limits immediate parachute exposure while maintaining retention incentives .
Investment Implications
- Alignment: Ownership increased from 18,345 to 22,977 shares YoY, with additional ESOP, unvested RSUs, and sizable options outstanding; anti-hedging/anti-pledging policy and a formal clawback framework enhance alignment and reduce governance risk .
- Retention and execution: Time-based vesting through 2027–2028 and new employment/non-comp agreements suggest strong retention incentives for Witt, supporting continuity of IT/security initiatives during and after the merger integration .
- Trading signals: Merger-triggered acceleration and option cash-outs may create short-term liquidity/selling pressure; insider trading policy (blackouts, 10b5-1 constraints) moderates timing of any dispositions .
- Change-in-control economics: While the merger proxy shows a scenario table with estimated severance/SERP/option/RS values, Witt’s executed agreements indicate continuation post-merger and waiver of prior CoC severance—reducing immediate parachute risk but establishing future CoC protections at Norwood .
- Data gaps: Filings do not disclose Witt-specific performance metrics (TSR, revenue, EBITDA) or target bonus percentages; monitoring future Norwood proxy disclosures will be necessary to evaluate pay-for-performance calibration for the CIO role .