Jesse Tomczak
About Jesse Tomczak
Jesse Tomczak, age 52, is Executive Vice President and Chief Banking Officer at Pioneer Bancorp (PBFS), serving in this role since August 2019; previously EVP & Chief Customer Experience Officer from October 2013 to August 2019, and earlier Director of Business Development at State Employees Federal Credit Union (SEFCU) . Company pay-versus-performance disclosures show cumulative TSR values of $91 → $102 → $118 across FY 2023, FY 2024, and the six months ended Dec 31, 2024, with net income of $21.948m → $15.260m → $9.600m over the same periods, framing the operating backdrop during his recent tenure .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Pioneer Bank | EVP & Chief Customer Experience Officer | Oct 2013–Aug 2019 | Not disclosed |
| Pioneer Bancorp (PBFS) | EVP & Chief Banking Officer | Aug 2019–present | Not disclosed |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| State Employees Federal Credit Union (SEFCU) | Director of Business Development | Not disclosed | Not disclosed |
Fixed Compensation
Summary Compensation (multi-year):
| Metric | FY 2022 | FY 2023 | FY 2024 | 6M Ended Dec 31, 2024 |
|---|---|---|---|---|
| Salary ($) | 258,732 | 266,286 | 294,174 | 165,000 |
| Discretionary Bonus ($) | 132,000 | 52,682 | 176,298 | — (none) |
| Stock Awards ($) | — | — | 469,500 | — |
| Option Awards ($) | — | — | 385,200 | — |
| TIP (Non-Equity Incentive Plan) ($) | 16,090 | 79,023 | 52,702 | 130,000 |
| All Other Compensation ($) | 20,483 | 19,185 | 24,492 | 17,303 |
| Total ($) | 427,305 | 417,176 | 1,402,366 | 312,303 |
All Other Compensation detail:
| Component | FY 2024 | 6M Ended Dec 31, 2024 |
|---|---|---|
| Perquisites ($) | — | — |
| 401(k) Plan ($) | 12,312 | 4,664 |
| ESOP ($) | 12,180 | 12,639 |
Performance Compensation
Targeted Incentive Plan (TIP) design:
- Metrics: current-year ROA; three-year ROA; core deposit growth; three-year ROA vs peer group (two federally insured savings bank peer cohorts). For non-CEO executives (including Tomczak), these performance goals were equally weighted; annual awards contingent on minimum net income and safety-and-soundness thresholds and satisfactory job performance .
- Annual incentive opportunity: for the plan year ended Dec 31, 2023, up to 40% of base salary for named officers; payout timing in the following February .
TIP payouts by plan year:
| Plan Year End | Payout ($) | Payment Timing |
|---|---|---|
| Dec 31, 2022 | 79,023 | Q1 2023 per TIP framework |
| Dec 31, 2023 | 52,702 | Paid Feb 2024 |
| Dec 31, 2024 | 130,000 | Paid Feb 2025 |
Equity awards (grant mechanics and vesting):
| Grant Type | Grant Date | Quantity | Fair Value Basis/Exercise | Vesting Schedule | Expiration |
|---|---|---|---|---|---|
| Options | May 21, 2024 | 100,000 | $9.39 exercise price | 5 equal annual tranches starting May 21, 2025 | May 21, 2034 |
| Restricted Stock | May 21, 2024 | 50,000 | Market value used: $11.52 at 12/31/24 ($576,000) | 5 equal annual tranches starting May 21, 2025 | N/A (time-vest) |
| Restricted Stock (market value reference) | June 30, 2024 | 50,000 | Market value used: $10.01 ($500,500) | As above | N/A |
Equity Ownership & Alignment
Security ownership and alignment:
| As-of Date | Total Beneficial Ownership (shares) | % of Outstanding | Components (disclosed) | Pledging/Hedging |
|---|---|---|---|---|
| Oct 15, 2024 | 58,445 | <1% | Includes 401(k) 2,839 shares; ESOP 5,606 shares; 50,000 unvested RS | No director or executive officer has pledged company stock |
| Mar 24, 2025 | 79,543 | <1% (based on 25,853,091 shares) | Includes 401(k) 2,839; ESOP 6,704; 20,000 options exercisable within 60 days; 50,000 unvested RS | No director or executive officer has pledged company stock |
Options exercisability and near-term selling pressure:
- 20,000 options become exercisable on May 21, 2025 (within 60 days of Mar 24, 2025), creating potential incremental tradable exposure; remaining 80,000 options vest annually thereafter through 2029 .
Employment Terms
Change-in-control agreement (non-PEO executives, including Tomczak):
| Term | Provision |
|---|---|
| Agreement term | Two-year term; auto-renews annually to maintain two years unless non-renewed with 30-days’ notice; extends to expire no less than two years beyond the effective date of a change in control |
| Trigger type | Double-trigger: involuntary termination (other than for cause, disability or death) or resignation for good reason on or after effective date of change in control |
| Cash severance | 2x sum of (i) base salary (higher of termination-date or pre-CoC) + (ii) highest annual cash bonus earned for the three most recently completed performance periods; lump sum within 30 days of termination |
| Benefits continuation | Life, medical, dental coverage at no cost for up to 24 months or until comparable benefits from another employer |
| ESOP vesting on CoC | Participants become fully vested automatically upon a change in control (ESOP plan terms) |
Targeted Incentive Plan (operational performance linkage):
- Non-CEO executives’ TIP goals equally weighted across ROA metrics and core deposit growth; awards contingent on minimum net income and safety-and-soundness thresholds .
- For the plan year ended Dec 31, 2023, annual incentive opportunity up to 40% of base salary; bonuses paid in February following the plan year .
Company Performance Context (Pay-Versus-Performance)
| Period | PEO SCT Total ($) | PEO Compensation Actually Paid ($) | Avg Non-PEO NEO SCT Total ($) | Avg Non-PEO NEO Compensation Actually Paid ($) | TSR (Value of $100) | Net Income ($000) |
|---|---|---|---|---|---|---|
| FY 2023 (Jun 30, 2023) | 1,027,531 | 1,027,531 | 440,912 | 440,912 | 91 | 21,948 |
| FY 2024 (Jun 30, 2024) | 2,803,317 | 2,948,717 | 1,420,306 | 1,496,106 | 102 | 15,260 |
| 6M Ended Dec 31, 2024 | 668,014 | 1,023,914 | 323,380 | 508,880 | 118 | 9,600 |
Compensation Structure Analysis
- 2024 featured material equity grants (RS 50,000; options 100,000) with five-year ratable vesting, increasing multi-year retention hooks; fair value recognized at grant but expense recognized ratably over vest period per ASC 718 .
- Discretionary bonus in FY 2024 ($176,298) was significant relative to salary, reflecting Compensation Committee’s judgment and Meridian’s review; no discretionary bonus for the 6-month transition period ended Dec 31, 2024 .
- TIP payouts stepped up in the 2024 plan year ($130,000 paid Feb 2025), with goals tied to ROA and core deposit growth metrics and peer-relative ROA, suggesting direct linkage to bank profitability and growth .
Risk Indicators & Red Flags
- Pledging: none reported for any director or executive officer (alignment positive) .
- Option repricing: not disclosed.
- Clawbacks: not disclosed.
- Related party transactions: not disclosed in retrieved sections.
- Hedging: not disclosed.
Equity Ownership & Alignment Details
Breakdown emphasizes long-term alignment through ESOP and time-vested equity:
- ESOP participation and full vesting upon change-in-control increases the executive’s stake in corporate outcomes of strategic transactions .
- Time-vested RS and options with multi-year schedules create sustained retention incentives; first option tranche (20,000) vests May 21, 2025, adding near-term exercisable supply .
Investment Implications
- Alignment: TIP metrics (ROA and deposit growth, plus peer-relative ROA) and ESOP participation tie compensation to core banking performance, with no pledging disclosed—a positive for investor alignment .
- Retention vs. Selling Pressure: Five-year ratable vesting on 2024 RS/option grants promotes retention, but the May 2025 option tranche (20,000) introduces potential near-term selling/exercise dynamics; monitor subsequent Form 4s for transactions post-vesting .
- Change-in-Control Economics: Double-trigger protection at 2x salary+highest bonus and 24 months of benefits could influence executive incentives during M&A scenarios; ESOP full vesting on CoC amplifies transaction-related alignment while increasing severance liabilities .
- Pay Mix Shift: FY 2024’s elevated discretionary bonus and substantial equity grants increased at-risk/equity-linked pay; transition period 2H 2024 saw no discretionary bonus but strong TIP payout tied to operational performance metrics—suggesting disciplined pay-for-performance design .