Spencer Andress
About Spencer J. Andress
Spencer J. Andress is Vice Chairman of the Board of PB Bankshares and a director of Presence Bank, serving on the board since 2016 and at PB Bankshares since its 2021 inception. He is founder and President of Comprehensive Planners, LTD (land use planning/project management), a U.S. Army veteran retired as a Chief Warrant Officer Five, and holds a B.S. in Physics from Lincoln University; he has been active in Oxford-area civic and local government roles. The 2024 proxy listed his age as 74; he is the brother-in-law of fellow director John V. Pinno, III. Mr. Andress is an independent director under Nasdaq standards as an Audit Committee member.
Past Roles
| Organization | Role | Tenure/Notes |
|---|---|---|
| Comprehensive Planners, LTD | Founder & President | Provides land use planning and project management services to private and municipal clients |
| U.S. Army | Chief Warrant Officer Five (retired) | Veteran; retired at CW5 rank |
| Oxford-area civic and local government | Various elected/appointed positions; community organizations | Active community service and local government roles (specific dates/titles not disclosed) |
External Roles
| Organization | Role | Committees/Impact |
|---|---|---|
| Comprehensive Planners, LTD (private) | Founder & President | Local business leadership; business/financial experience cited among qualifications |
| Community & local government (Oxford, PA) | Member; elected/appointed positions | Community engagement cited among qualifications to serve as director |
Board Governance
| Item | Detail |
|---|---|
| Board roles | Vice Chairman of the Board since 2018 |
| Independence | Independent director; Audit Committee members are independent under Nasdaq/SEC Rule 10A-3 |
| Committee assignments (2024) | Audit Committee member; committee met 5 times in 2024; chair: R. Cheston Woolard |
| Committee assignments (2023) | Audit Committee member; committee met 5 times in 2023; chair: R. Cheston Woolard |
| Committee assignments (2021) | Audit Committee member; committee met 6 times in 2021; chair: R. Cheston Woolard |
| Meeting attendance | Board held 10 meetings in 2024; all directors attended 100% of Board meetings; no director attended <75% of combined Board/committee meetings in 2024 and 2023 |
| Executive sessions | Independent directors meet in executive sessions |
Fixed Compensation
| Compensation Element | 2022 | 2023 | 2024 |
|---|---|---|---|
| Fees earned or paid in cash ($) | $27,000 | $30,000 | $30,000 |
| Option awards ($, grant date fair value) | $38,640 | $0 (no awards disclosed) | $0 (no awards disclosed) |
| Stock awards ($, grant date fair value) | $36,840 | $0 (no awards disclosed) | $0 (no awards disclosed) |
| Total ($) | $102,480 | $30,000 | $30,000 |
- Director fee levels: $2,250/month in 2022; $2,500/month in 2023 and 2024; Chairman $5,000/month (board-level, not specific to Andress) .
Performance Compensation
| Grant Year | Award Type | Quantity | Grant-Date Fair Value | Vesting Schedule | Performance Metrics |
|---|---|---|---|---|---|
| 2022 | Stock options | 7,500 outstanding at YE 2022 | $38,640 | Vest ratably over 5 years | None disclosed for director awards (time-vested) |
| 2022 | Restricted stock | 3,000 outstanding at YE 2022 | $36,840 | Vest ratably over 5 years | None disclosed for director awards (time-vested) |
Outstanding director equity awards (counts)
| Award Count | As of 12/31/2023 | As of 12/31/2024 |
|---|---|---|
| Stock options (outstanding) | 7,500 (per non-employee director, excluding Carroll/Dawood) | 7,500 (per non-employee director, excluding Carroll/Dawood) |
| Restricted stock (outstanding) | 2,400 shares (per non-employee director, excluding Carroll/Dawood) | 1,800 shares (per non-employee director, excluding Carroll/Dawood) |
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Other public company boards | None disclosed in proxy biography and director listings |
| Interlocks/relationships | Brother-in-law to Director John V. Pinno, III (familial relationship disclosed) |
Expertise & Qualifications
- Business/financial experience through leadership of Comprehensive Planners, LTD; community and local government experience; Army service at senior Warrant Officer rank, with B.S. in Physics from Lincoln University .
- Qualifications cited by the board include business and financial experience and local community contacts .
Equity Ownership
| Ownership Detail | As of Apr 18, 2023 | As of Apr 8, 2025 |
|---|---|---|
| Shares beneficially owned | 18,000 (includes 10,000 held by a company controlled by Andress; includes 3,000 unvested RS) | 21,000 |
| Percent of outstanding | <1% (based on 2,809,425 shares outstanding) | <1% (based on 2,552,315 shares outstanding) |
- Notes: 2023 footnote indicates 10,000 shares held via a company controlled by Andress and 3,000 unvested restricted shares included in beneficial ownership .
Governance Assessment
- Strengths: Independent director with Audit Committee service across multiple years; board confirms Audit Committee independence and identifies an audit committee financial expert on the committee (Woolard), indicating robust financial oversight . Board engagement appears high; in 2024 the board met 10 times and all directors attended 100% of Board meetings .
- Alignment: Holds a meaningful, though sub-1%, ownership stake (21,000 shares as of 2025), and continues to hold outstanding director equity awards granted in 2022 that vest over five years, supporting longer-term alignment .
- Compensation structure: Shift from 2022 initial equity awards (options and restricted stock) to cash-only director compensation in 2023–2024; while equity remains outstanding, lack of ongoing equity grants may modestly reduce incremental at-risk alignment year over year .
- RED FLAG (Related-party/family tie): Disclosed brother-in-law relationship with fellow director John V. Pinno, III—this familial tie warrants attention from an independence and nomination perspective even though Andress meets Audit Committee independence under Nasdaq/SEC rules .
- Process/oversight: Independent director executive sessions are conducted; Audit Committee met five times in both 2023 and 2024, indicating regular financial oversight cadence .