M. Joye Wentz
About M. Joye Wentz
Independent director of PB Bankshares and Presence Bank; age 73 (as of Dec 31, 2024); director since 1995 at Presence Bank and since inception (2021) at PB Bankshares; current PB Bankshares board term expires in 2027. Licensed funeral director and third‑generation owner of Wentz Funeral Home (since 1986); B.A. in Psychology (University of Delaware) and Funeral Service degree (Northampton County Area Community College) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Wentz Funeral Home | Owner; Licensed Funeral Director | 1986–present | Community business leadership; local ties to customer base |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Rotary Club of Coatesville | Member; Secretary | Not disclosed | Civic engagement |
| Strawberry Festival Steering Committee | Advertising & Marketing Chair | Not disclosed | Community event leadership |
| Coatesville Area Senior Center Board | Member | Not disclosed | Community service |
| Coatesville Area Partners for Progress | Member | Not disclosed | Local development engagement |
| Western Chester County Chamber of Commerce | Member | Not disclosed | Business community involvement |
| Pennsylvania Funeral Directors Association | Member | Not disclosed | Professional association |
Board Governance
- Independence: Board determined all directors except CEO Janak M. Amin are independent under Nasdaq standards; Wentz is independent .
- Tenure: Director since 1995 (Presence Bank); PB Bankshares director since 2021; term expires 2027 .
- Attendance: The Board held 10 regular meetings in 2024; all Board members attended 100% of Board meetings; no director attended fewer than 75% of Board+committee meetings .
- Leadership: Independent Chairman (Joseph W. Carroll); CEO and Chair roles separated; periodic executive sessions of independent directors .
- Anti-hedging/pledging: Directors prohibited from hedging and generally from pledging PB Bankshares stock; no exceptions approved by the Board .
| Committee | Role | 2024 Meetings | Notes |
|---|---|---|---|
| Audit Committee | Member | 5 | Chair: R. Cheston Woolard; all members independent; Wentz signed Audit Committee report |
| Compensation Committee | Member | 1 | Chair: Jane B. Tompkins; oversees exec comp and succession |
Fixed Compensation
| Component | Amount | Period | Notes |
|---|---|---|---|
| Annual retainer (cash) | $30,000 | FY2024 | $2,500 monthly; PB Bankshares directors are compensated via Presence Bank board service |
| Chairman retainer (cash) | $60,000 | FY2024 | For independent Chair only (Carroll) |
Performance Compensation
| Equity Component | Quantity | Status/Notes |
|---|---|---|
| Stock options | 7,500 (aggregate outstanding) | As of Dec 31, 2024; non‑employee director outstanding awards; no new 2024 grants |
| Restricted stock (RS) | 1,800 (aggregate outstanding) | As of Dec 31, 2024; non‑employee director outstanding awards; no new 2024 grants |
| Options exercisable within 60 days | 3,000 | As of record date; per beneficial ownership footnote |
| Plan source | PB Bankshares, Inc. 2022 Equity Incentive Plan | Employees and directors eligible; plan authorized options/RS; nearly fully allocated by 12/31/2024 |
| Performance Metric | Use in Director Compensation |
|---|---|
| Financial/ESG/TSR metrics | Not disclosed for directors; 2024 director pay consists of fixed cash retainers; no 2024 equity grants shown in director compensation table |
Other Directorships & Interlocks
| Company | Role | Committee Roles | Notes |
|---|---|---|---|
| None disclosed | — | — | No public company directorships disclosed for Wentz . |
Expertise & Qualifications
- Business ownership and operations experience as a long‑tenured local entrepreneur; deep community ties supporting business development in Presence Bank’s markets .
- Education: B.A. Psychology (University of Delaware); Funeral Service degree (Northampton County Area Community College) .
- Board experience: Service at Presence Bank since 1995 and PB Bankshares since inception (2021); committee work on Audit and Compensation .
Equity Ownership
| Ownership Item | Amount/Status | As-of Date | Notes |
|---|---|---|---|
| Beneficial ownership (shares) | 7,000 | April 8, 2025 | Includes 1,800 unvested restricted stock and 3,000 shares acquirable via options within 60 days; <1% of outstanding |
| Shares outstanding | 2,552,315 | April 8, 2025 | Reference for % ownership |
| RS (unvested) | 1,800 | April 8, 2025 | Per footnote (11) |
| Options exercisable within 60 days | 3,000 | April 8, 2025 | Per footnote (11) |
| Options outstanding (aggregate) | 7,500 | Dec 31, 2024 | Non‑employee director outstanding awards |
| Hedging/Pledging | Prohibited | Policy in force | No exceptions approved; mitigates alignment risks |
Governance Assessment
- Board effectiveness and engagement: 100% Board meeting attendance in 2024 and active committee participation (Audit and Compensation), supporting oversight quality; Wentz is independent under Nasdaq standards .
- Alignment: While 2024 director compensation was entirely cash ($30,000), Wentz holds outstanding equity from the 2022 plan (options and RS), which supports longer‑term alignment; anti‑hedging/pledging policy further aligns interests with shareholders .
- Conflicts/related‑party exposure: The bank reports aggregate insider/director loans of $4.6 million on market terms, all performing; the Audit Committee reviews related‑person transactions ≥$25,000 semiannually. No specific related‑party transactions for Wentz are disclosed, and Board independence determinations found no transactions affecting independence .
- Red flags: None disclosed regarding attendance shortfalls, hedging/pledging exceptions, or director‑specific related‑party transactions. Long tenure is mitigated by ongoing independence assessments and structured committee oversight .