Patrick J. Hughes
About Patrick J. Hughes
Patrick J. Hughes, age 52, is Executive Vice President and Chief Financial Officer of Pioneer Bancorp, Inc. (PBFS) and Pioneer Bank, a role he has held since November 2016 after spending 20 years at UHY Advisors/UHY LLP, where he served as Managing Director and Partner from 2006 until November 2016 . Company performance disclosures show cumulative total shareholder return (TSR) of $118 on a $100 initial investment and net income of $9.6 million for the six months ended December 31, 2024, compared to TSR $102 and net income $15.26 million for FY 2024, and TSR $91 with net income $21.95 million for FY 2023, providing context for pay-versus-performance alignment across the NEO group including Hughes .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| UHY Advisors/UHY LLP (professional services firm) | Managing Director & Partner | 2006–Nov 2016 | Senior leadership at a professional services firm |
External Roles
The proxy biography reviewed does not list external public-company board roles or committee positions for Hughes .
Fixed Compensation
| Metric | FY 2023 | FY 2024 | 6 months ended Dec 31, 2024 |
|---|---|---|---|
| Base Salary ($) | $294,122 | $320,998 | $177,692 |
| Discretionary Bonus ($) | $58,123 | $182,854 | $0 (no discretionary bonus for the six-month period) |
| Non-Equity Incentive (TIP) ($) | $87,186 | $58,146 | $140,000 (paid Feb 2025) |
| All Other Compensation ($) | $25,216 | $21,547 | $16,764 |
| Total Compensation ($) | $464,647 | $1,438,245 | $334,456 |
| TIP Range (% of Salary) | 90–110% for executive officers | 90–110% for executive officers | 90–110% for executive officers |
Performance Compensation
Annual Cash Incentive (TIP) – Plan Year Ended Dec 31, 2024
| Metric | Weighting | Target | Actual | Payout | Vesting/Payment Timing |
|---|---|---|---|---|---|
| Current year ROA | 25% (equal weighting for non-CEO) | — | — | $140,000 (overall award) | Lump-sum; paid no later than 2.5 months post year-end; paid Feb 2025 |
| Three-year ROA | 25% (equal weighting) | — | — | — | Same as above |
| Core deposit growth | 25% (equal weighting) | — | — | — | Same as above |
| Three-year ROA vs peer group | 25% (equal weighting) | — | — | — | Same as above |
Contingencies: awards contingent on minimum net income and safety/soundness thresholds and satisfactory job performance .
Equity Awards (Granted May 21, 2024 under 2020 Equity Incentive Plan)
| Award Type | Grant Date | Amount | Strike/Grant Price | Expiration | Vesting Start | Vesting Schedule | Market Value at 12/31/24 |
|---|---|---|---|---|---|---|---|
| Stock Options | May 21, 2024 | 100,000 | $9.39 | May 21, 2034 | May 21, 2025 | 20% per year over 5 years | — |
| Restricted Stock | May 21, 2024 | 50,000 | Grant-date fair value basis | — | May 21, 2025 | 20% per year over 5 years | $576,000 (at $11.52/sh) |
Awards vest upon death, disability, or involuntary termination following a change in control .
Equity Ownership & Alignment
| Category | Shares/Units | Notes |
|---|---|---|
| Total beneficial ownership | 94,207 shares (less than 1%) | Includes direct/plan and rights within 60 days |
| Ownership as % of shares outstanding | ~0.36% (94,207 ÷ 25,853,091) (calc) | Based on 25,853,091 shares outstanding |
| Plan holdings | 4,916 (401(k)); 6,704 (ESOP) | As disclosed in footnote |
| Custodial holdings | 1,250 (son); 1,250 (daughter) | Footnote |
| Options – exercisable (as of Mar 24, 2025) | 20,000 | Footnote indicates exercisable within 60 days |
| Options – unexercisable (12/31/24) | 100,000 | Outstanding equity awards table |
| Restricted stock – unvested | 50,000 | Outstanding equity awards table |
| Pledging | None (no director or executive officer has pledged PBFS stock) |
Vesting cadence and potential supply:
- Options: 20,000 per year from 2025–2029 as 5 tranches vest .
- Restricted stock: 10,000 shares per year from 2025–2029 as 5 tranches vest .
These schedules create predictable windows of potential insider selling pressure as tranches vest.
Employment Terms
| Term | Detail |
|---|---|
| Change-in-control agreement | Two-year term; auto-renews each Jan 1 to maintain two years unless notice given; extends to expire no less than two years post-change in control |
| Severance economics (CIC) | 2× the sum of base salary (higher of termination-date or pre-CIC) + highest annual cash bonus from prior three performance periods; payable in lump sum within 30 days |
| Benefits continuation (CIC) | Life insurance and non-taxable medical/dental coverage for up to 24 months, ceasing earlier upon comparable benefits from new employer |
| Equity acceleration | Awards vest upon death, disability, or involuntary termination following a change in control |
Compensation Structure Analysis
- Pay mix shifted materially in FY 2024 vs FY 2023, with the introduction of significant equity awards (stock awards $469,500; option awards $385,200 in FY 2024 vs none in FY 2023), increasing at-risk equity alignment .
- TIP incentives emphasize profitability and balance-sheet quality via current ROA, three-year ROA, core deposit growth, and peer-relative ROA, with equal weighting for non-CEO executives, aligning cash incentives with multi-period performance and safety/soundness thresholds .
- Vesting schedules over five years for both options and restricted stock add retention hooks and stagger potential selling windows annually beginning May 21, 2025 .
Investment Implications
- Alignment: Material unvested equity (50,000 RS; 100,000 options) and five-year vesting cadence support retention and align incentives to longer-term performance; no pledging reduces misalignment risk .
- Cash incentive design: TIP’s equal-weighted profitability and deposit growth metrics with minimum net income and safety/soundness gates promotes conservative, quality growth—reducing risk of “pay for volume” misalignment .
- Change-in-control economics: Double-trigger structure with 2× salary+bonus and 24 months benefits suggests meaningful protection; combined with equity acceleration, retention appears stable while signaling notable value to executive if strategic alternatives materialize .
- Selling pressure: Predictable annual vesting tranches (20,000 options; 10,000 RS per year) beginning May 2025 create recurring windows for potential insider sales activity; monitor Form 4s around vest dates for trading signals .
- Pay-versus-performance context: Company TSR and net income trends across FY 2023–FY 2024–Dec 2024 are transparent; continued tracking of TIP payouts versus these metrics will indicate execution strength under CFO oversight .