Thomas Greenfield
About Thomas R. Greenfield
Thomas R. Greenfield, age 79, is an independent director of PB Bankshares, Inc. (PBBK) and its subsidiary Presence Bank; he has served on the Presence Bank board since 1997 and on PB Bankshares’ board since inception in 2021, with his current director term expiring in 2025 . He is a retired businessman whose career spans steel, sales, real estate, and food services, and most recently owned an antique lamp refurbishing company; he attended Valley Forge Military Academy and holds a BA in Sociology from Tusculum College .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Antique lamp refurbishing company (self-employed) | Owner | Most recent prior to retirement | Small business operations/entrepreneurship |
| Various industries (steel, sales, real estate, food services) | Business roles | Not specified | Diverse operating background |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Sadsburyville Township | Supervisor; Planning Commission | Not specified | Local government service |
| Big Brothers Program | Volunteer | Not specified | Community engagement |
Board Governance
- Independence: The board determined all directors other than the CEO (Janak M. Amin) are independent under Nasdaq standards; Greenfield is independent .
- Committees: Member, Compensation Committee; Member, Nominating and Corporate Governance Committee .
- Chair roles: None; Compensation Committee chaired by Jane B. Tompkins; Nominating Committee chaired by John V. Pinno III; Audit Committee chaired by R. Cheston Woolard .
- Attendance: The PB Bankshares and Presence Bank boards held 10 regular meetings in 2024; all directors attended 100% of board meetings, and no director was below 75% across board and committees .
- Executive sessions: Independent directors meet periodically; board separates Chair and CEO roles (independent Chair: Joseph W. Carroll) .
- Term/tenure detail: Director since 2021 (PB Bankshares) and since 1997 (Presence Bank); current PB Bankshares term expires in 2025 .
Fixed Compensation
| Component | 2024 Amount | Frequency/Notes |
|---|---|---|
| Annual board retainer (cash) | $30,000 | $2,500 monthly for non-executive directors |
| Chairman retainer (cash) | Not applicable to Greenfield | Chairman paid $5,000 monthly (Joseph W. Carroll) |
| Meeting fees | Not disclosed (none indicated) | No perquisites >$10,000 for any director in 2024 |
| Committee fees | Not disclosed | Compensation/Nominating participation; no separate fees disclosed |
Performance Compensation
| Award Type | Outstanding (#) | Vesting/Terms | Notes |
|---|---|---|---|
| Stock awards (restricted stock) | 1,800 | Not disclosed for directors; plan requires minimum 1-year vesting (up to 5% exceptions) | |
| Stock options | 7,500 | Not disclosed for directors; double-trigger vesting on change-of-control (unless awards not assumed) | |
| Options exercisable within 60 days (as of 4/8/2025) | 3,000 | Exercisable window disclosure (balance unexercisable 4,500 inferred) |
Compensation plan mechanics and controls (2022 Equity Incentive Plan):
- Repricing: Prohibited without stockholder approval .
- Change-of-control vesting: Double-trigger (CoC plus qualifying termination), unless awards are not assumed/replaced .
- Dividends on RS/RSUs: Not paid before vest/settlement; no dividend equivalents on options .
- Performance goals: Committee may establish performance goals for awards (none specified for director grants) .
- Clawback: Awards subject to company clawback policies (including Dodd-Frank Section 954) .
- Liberal share recycling: Prohibited; shares withheld for taxes/exercise not recycled .
Other Directorships & Interlocks
| Category | Disclosure |
|---|---|
| Other public company boards | None disclosed for Greenfield |
| Private/non-profit/academic boards | Not disclosed for Greenfield; community roles listed above |
| Board interlocks/family ties | Board notes a family relation between directors Spencer J. Andress and John V. Pinno III (brothers-in-law); no relation disclosed for Greenfield |
| Related-party transactions | Presence Bank had $4.6 million aggregate loans to executives/directors/related parties at 12/31/2024; all ordinary course, same terms as non-related, performing |
Expertise & Qualifications
- Diverse operating experience across steel, sales, real estate, food services, with small-business ownership; strong local community ties (township roles; volunteer) .
- Long tenure at Presence Bank provides historical institutional knowledge of community banking operations .
Equity Ownership
| Item | Amount | Notes |
|---|---|---|
| Total beneficial ownership | 16,000 shares | Includes 1,800 unvested restricted shares and 3,000 options exercisable within 60 days |
| Ownership as % of outstanding | <1% | Company disclosed percent as “*” (<1%) |
| Unvested restricted stock | 1,800 shares | As of 4/8/2025 record date |
| Options outstanding | 7,500 | Aggregate outstanding per non-employee director (other than Carroll/Dawood) at 12/31/2024 |
| Options exercisable within 60 days | 3,000 | As of 4/8/2025 record date |
| Hedging/pledging policy | Hedging and pledging prohibited; no exceptions approved by board |
Governance Assessment
- Strengths: Independent director; 100% board attendance in 2024; active on Compensation and Nominating committees; board has independent Chair and periodic executive sessions; equity plan incorporates best-practice protections (double-trigger CoC, no repricing, clawback, dividend restrictions) .
- Alignment: Holds 16,000 shares with additional outstanding equity awards; anti-hedging/anti-pledging policy with no approved exceptions supports alignment and risk control .
- Watch items: Board-level family relationship (Andress–Pinno) is disclosed and should be monitored for committee independence; the Compensation Committee did not engage a compensation advisor in 2024, which may limit external benchmarking rigor for executive pay decisions in a small-cap bank context .
- Related-party exposure: Aggregate lending to directors/executives is normal for FDIC-insured banks and disclosed as ordinary-course and performing; continue monitoring for any changes in terms, concentrations, or performance .
Attendance: All 10 directors attended the 2024 Annual Meeting; the board met 10 times in 2024 with full attendance .