William Sayre
About William H. Sayre
Executive Vice President and Chief Credit and Chief Risk Officer at PB Bankshares/Presence Bank; age 63 as of December 31, 2024; joined Presence Bank in April 2022. He oversees credit, operational, and compliance risk and brings 35+ years in lending, credit, and operations, including senior roles at Atlantic Community Bankers Bank, Waypoint Bank, and PNC Bank. Education: BA from Hamilton College; extensive post‑graduate accounting coursework at Villanova University. PB Bankshares’ annual incentives are determined using company-wide objectives in earnings, growth, expense control, and asset quality, plus individual objectives; Sayre’s 2024 bonus equaled ~20% of salary ($50,041) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Atlantic Community Bankers Bank | Chief Operating Officer and Chief Credit Officer | 16 years | Led operations and credit; extensive risk management leadership |
| Waypoint Bank | Senior lending and credit roles | Not disclosed | Senior responsibility in lending/credit, enhancing portfolio oversight |
| PNC Bank (Central Pennsylvania) | Ran Corporate Banking division | Not disclosed | Led corporate banking division in Central PA market |
External Roles
No external public-company board roles or committee positions disclosed for Sayre in the proxy biography .
Fixed Compensation
| Metric | 2023 ($) | 2024 ($) |
|---|---|---|
| Salary | 240,350 | 250,204 |
| Bonus (cash) | 72,105 | 50,041 |
| All Other Compensation | 62,293 | 65,292 |
| Total | 374,748 | 365,537 |
2024 All Other Compensation Breakdown (Sayre)
| Category | Amount ($) |
|---|---|
| 401(k) Plan Contributions | 13,142 |
| ESOP Contributions (based on $15.28 closing price on 12/31/2024) | 13,419 |
| SERP Contributions | 37,531 |
| Automobile Usage | — |
| Seminar Reimbursement | 1,200 |
| Total All Other Compensation | 65,292 |
Performance Compensation
PB Bankshares uses discretionary bonuses informed by company-wide objectives (earnings, growth, expense control, asset quality) and individual objectives; for 2024, NEO bonuses ranged from 20%–40% of salary .
| Metric | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|
| Earnings | Not disclosed | Not disclosed | Not disclosed | Incorporated in annual cash bonus | n/a |
| Growth | Not disclosed | Not disclosed | Not disclosed | Incorporated in annual cash bonus | n/a |
| Expense Control | Not disclosed | Not disclosed | Not disclosed | Incorporated in annual cash bonus | n/a |
| Asset Quality | Not disclosed | Not disclosed | Not disclosed | Incorporated in annual cash bonus | n/a |
| Individual Objectives | Not disclosed | Not disclosed | Not disclosed | Incorporated in annual cash bonus | n/a |
| Annual Bonus – 2023 | n/a | n/a | n/a | $72,105 | n/a |
| Annual Bonus – 2024 | n/a | n/a | n/a | $50,041 (20% of salary) | n/a |
Equity Ownership & Alignment
| Ownership Item | Amount |
|---|---|
| Total Beneficial Ownership (as of April 8, 2025) | 17,058 shares |
| Ownership % of Shares Outstanding (2,552,315 shares) | <1% (“*” in proxy table) |
| ESOP Shares Allocated | 1,842 shares |
| Unvested Restricted Stock | 3,780 shares; market value $57,758 at $15.28/share on 12/31/2024 |
| Options Exercisable within 60 days (record date) | 7,750 shares |
| Options Unexercisable (balance outstanding) | 11,626 shares |
Outstanding Equity Awards (as of 12/31/2024)
| Award Type | Quantity | Strike/Grant Price | Expiration | Vesting Schedule |
|---|---|---|---|---|
| Stock Options (exercisable) | 7,751 | $12.28 | 11/14/2032 | Five equal annual installments commencing Nov 14, 2023 |
| Stock Options (unexercisable) | 11,626 | $12.28 | 11/14/2032 | Five equal annual installments commencing Nov 14, 2023 |
| Restricted Stock (unvested) | 3,780 | n/a | n/a | Five equal annual installments commencing Nov 14, 2023 |
- Anti-hedging/anti-pledging: Directors and executive officers are prohibited from short sales, options/derivatives, hedging/monetization; pledging generally prohibited with no exceptions approved to date .
- Option grant timing policy avoids closed windows; no options granted to NEOs in 2024 .
Employment Terms
| Provision | Detail |
|---|---|
| Change-in-Control Agreement (Sayre) | Two-year term, auto-extends to maintain two years; double-trigger (termination without cause or for good reason at or following a CIC) |
| CIC Severance | Lump sum equal to 2x the sum of base salary (higher of termination-date or pre-CIC salary) plus highest annual bonus from CIC year or prior three years; paid within 30 days of termination |
| Health Benefits | 12 monthly COBRA premium reimbursements if COBRA elected |
| Employment Agreement | Not disclosed for Sayre in proxy; CIC terms provided via separate agreement |
| Non-compete/Non-solicit | Not disclosed for Sayre (CEO Amin has one-year restrictions; no such terms stated for Sayre) |
| Executive Deferred Compensation (EDC) Plan | Eligible to defer salary/bonus; 100% vested elective deferrals; interest credited at 5% annually; distributions upon separation, death, disability, or CIC before age 65; paid lump sum or over 10 years; 6-month delay for specified employees |
| Supplemental Executive Retirement Plan (SERP) | Sayre receives credits equal to 15% of salary plus earnings; 2% annual interest compounded monthly; vests 20% per year over five years; 100% vesting upon death/disability/CIC; standard payment in 180 monthly installments; 2024 credited $37,531 |
Investment Implications
- Alignment: Meaningful in-the-money options ($12.28 strike; expiring 2032) and time-based restricted stock vesting through 2027 incentivize multi-year value creation; anti-hedging/anti-pledging reduces misalignment risk and likely curbs leverage-driven selling pressure .
- Pay-for-performance: Bonuses are discretionary and tied to core banking metrics (earnings, growth, expense control, asset quality) without disclosed weights/targets—less formulaic linkage may add subjectivity; Sayre’s 2024 payout at 20% of salary indicates conservative incentive calibration amid operating conditions .
- Retention: SERP credits (15% of salary with 5-year vesting) and unvested equity provide retention hooks; CIC protection (2x salary+highest bonus, 12 months COBRA) is moderate and double-trigger, balancing retention with shareholder protections .
- Trading signals: Annual vest tranches beginning each Nov 14 (2023–2027) may create periodic supply as RS units vest and options continue to vest; insider trading policy and closed-window grant practices mitigate timing concerns around material disclosures .