Kelli Arnold
Executive Vice President and Chief Strategy & Innovations Officer at Pioneer Bancorp, Inc./MD
Executive
About Kelli Arnold
Kelli Arnold, age 54, is Executive Vice President and Chief Strategy & Innovations Officer at Pioneer Bancorp, Inc. (PBFS) since July 2022; previously EVP & Chief Sales Enablement & Financial Services Officer (Jan 2021–Jul 2022) and SVP, Commercial and Community Development (Nov 2020–Jan 2021). Prior experience includes National Director of Corporate Responsibility at KeyBank, N.A., and senior commercial banking roles at First Niagara Bank N.A. and HSBC . For context on company performance, PBFS reported Compensation Actually Paid alongside cumulative TSR and Net Income: value of $100 investment based on TSR was $118 (six months ended Dec 31, 2024), $102 (FY 2024), and $91 (FY 2023), with Net Income of $9.6M, $15.3M, and $21.9M, respectively .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Pioneer Bancorp, Inc. | EVP & Chief Strategy & Innovations Officer | Jul 2022–present | Corporate strategy and innovation leadership |
| Pioneer Bancorp, Inc. | EVP & Chief Sales Enablement & Financial Services Officer | Jan 2021–Jul 2022 | Sales enablement and financial services leadership |
| Pioneer Bancorp, Inc. | SVP, Commercial and Community Development | Nov 2020–Jan 2021 | Commercial/community development |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| KeyBank, N.A. | National Director of Corporate Responsibility | Not disclosed | Corporate responsibility leadership |
| First Niagara Bank N.A. | Senior positions in commercial banking | Not disclosed | Commercial banking leadership |
| HSBC | Senior positions in commercial banking | Not disclosed | Commercial banking leadership |
Fixed Compensation
- Arnold was not a named executive officer (NEO) in the reported Summary Compensation Table; specific base salary, target bonus %, or actual bonus amounts for Arnold were not disclosed. The SCT covered the CEO and two other NEOs (CFO and Chief Banking Officer) for the six months ended Dec 31, 2024 and fiscal years 2024 and 2023 .
Performance Compensation
- Pioneer Bank’s Targeted Incentive Plan (TIP) applies to executive officers approved annually; awards are based on bank-wide, department, and/or individual goals, with equal weighting for non-CEO participants and payout contingent on meeting minimum performance goals related to net income and safety/soundness and satisfactory job performance. Participants must be actively employed on the last day of the plan year; payments are made within ~2.5 months after year-end .
| Metric | Weighting (Non-CEO) | Plan Year Basis | Payout Conditions |
|---|---|---|---|
| Current year ROA | Equal weighting | 12-month period ending Dec 31 (e.g., 2024) | Must meet minimum net income and safety/soundness; active employment at year-end |
| Three-year ROA | Equal weighting | Rolling 3-year ROA | As above |
| Core deposit growth | Equal weighting | Annual core deposit growth | As above |
| Three-year ROA vs peer group | Equal weighting | Peer set: federally insured savings banks across specified asset tiers | As above |
Equity Ownership & Alignment
- No director or executive officer has pledged PBFS common stock as collateral for a loan (anti-pledging alignment) .
- PBFS maintains an anti-hedging and insider trading policy; a copy of the Insider Trading Policy was filed as Exhibit 19 to the Transition Report on Form 10-KT for the six months ended Dec 31, 2024 .
| Ownership Detail | Oct 15, 2024 | Mar 24, 2025 |
|---|---|---|
| Shares beneficially owned | 22,298 | 31,353 |
| Percent of shares outstanding | <1% (“*”) | <1% (“*”) |
| ESOP shares | 2,298 | 3,353 |
| Unvested restricted stock | 20,000 | 20,000 |
- As of Mar 24, 2025, Arnold also held 8,000 stock options exercisable within 60 days (footnote (12)) .
Vesting schedules and accelerations
- Under the 2020 Equity Incentive Plan, options and restricted stock granted in 2024 vest 20% annually over five years beginning May 21, 2025; awards accelerate upon death, disability, or involuntary termination following a change in control .
| Award Type | 2025 | 2026 | 2027 | 2028 | 2029 |
|---|---|---|---|---|---|
| Stock awards vesting (%) | 20% | 20% | 20% | 20% | 20% |
| Option awards vesting (%) | 20% | 20% | 20% | 20% | 20% |
Employment Terms
- Change-in-control agreements: PBFS has individual change-in-control agreements with certain executive officers (explicitly including CFO and Chief Banking Officer); such agreements provide severance equal to 2x the sum of base salary (higher of termination or pre-CIC) plus the highest annual cash bonus from the prior three performance periods, payable in a lump sum within 30 days of termination, with continued life/medical/dental coverage for up to 24 months. The proxy does not explicitly list Arnold among the executives covered .
- Equity acceleration: Awards under the 2020 Equity Incentive Plan vest upon death, disability, or involuntary termination following a change in control .
- TIP employment condition: Active employment on the last day of the plan year is required to receive TIP awards .
- Insider trading policy and anti-hedging policy in place .
Investment Implications
- Alignment: Arnold’s ownership includes ESOP shares and a material block of unvested restricted stock; no pledging of shares is permitted or present among executives, supporting alignment with shareholder interests .
- Vesting-driven supply: Five-year 20% annual vesting beginning May 21, 2025 on RS/option grants could create periodic sellable supply; monitor Form 4 filings around vest dates for potential insider selling pressure .
- Retention and CIC economics: While the proxy details robust CIC terms for certain executives (2x salary+bonus plus benefits), Arnold’s specific coverage is not enumerated; continued participation in TIP with employment condition ties cash incentives to performance and retention .
- Performance backdrop: Company TSR improved to $118 per $100 investment for the transition period ending Dec 31, 2024 and Net Income was $9.6M; TIP metrics emphasize ROA and core deposit growth versus peers—investors should watch these drivers as they influence incentive payouts and executive confidence .