Thomas L. Amell

About Thomas L. Amell

Thomas L. Amell (age 58) is President and Chief Executive Officer of Pioneer Bank (subsidiary of Pioneer Bancorp, Inc.) and has served since June 2013; his banking career spans 35+ years with leadership roles across retail, commercial and executive management, including prior roles as President – Commercial Services at State Employees Federal Credit Union and Regional President at First Niagara Bank . Recent pay-versus-performance disclosures show Compensation Actually Paid (PEO) of $1.02M for the six months ended Dec 31, 2024 vs. $2.95M in FY2024 and $1.03M in FY2023, alongside company cumulative TSR values of 118 (6M’24), 102 (FY’24), and 91 (FY’23) and Net Income of $9.6M (6M’24), $15.3M (FY’24), and $21.9M (FY’23) .

Past Roles

External Roles

Fixed Compensation

All Other Compensation (6M Ended Dec 31, 2024):

• 401(k): $2,800; ESOP: $12,639; Perquisites: $0; Total: $15,439

Performance Compensation

Targeted Incentive Plan (TIP) design (Plan year ended Dec 31, 2024; CEO weightings):

• Metrics and weightings: Current-year ROA (15%); Three-year ROA (40%); Core deposit growth (15%); Three-year ROA vs. peer group (30%) .
• Plan mechanics: Annual performance period ends Dec 31; cash paid within 2.5 months after year-end; must be employed on last day of plan year; minimum company-level net income and safety/soundness gates apply .

TIP structure and FY2024 outcome:

Historical non-equity incentive payouts (as reported in SCT):

Equity compensation program:

• Under the 2020 Equity Incentive Plan; awards to executives/directors generally vest 20% per year over 5 years; accelerated vesting upon death, disability, or involuntary termination after a change in control .
• Grant timing avoids closed trading windows and avoids timing around material disclosures; anti-timing policy stated .

Equity Ownership & Alignment

Beneficial ownership (as of Mar 24, 2025):

Outstanding equity awards at 12/31/2024:

Alignment and risk controls:

• Anti-hedging/anti-pledging policy: Directors and executive officers are prohibited from hedging and generally from pledging company stock; no exceptions approved .
• No director or executive officer has pledged company stock .
• Ownership guidelines: Not disclosed in the proxy. Anti-timing of grants affirmed .

Vesting cadence and potential selling pressure:

• RS vesting: 18,000 shares per year from 5/21/2025 through 5/21/2029 (90,000 total; 20% annually) .
• Options vesting: 40,000 options per year from 5/21/2025 through 5/21/2029 (200,000 total; 20% annually) .

Employment Terms

• Agreement term: Three-year employment agreement with automatic one-year extensions each Jan 1 unless notice given 30 days prior; annual performance review by disinterested directors .
• Base salary governance: May be increased, not decreased, by Compensation Committee; eligible for bonus plans and benefits/perquisites/reimbursements customary for executives .
• Termination (non-CIC): If terminated without cause or resigns for good reason, lump-sum cash equal to base salary for the greater of remaining contract term or 12 months; continued medical/dental at active cost share during the benefits period or until comparable coverage elsewhere .
• Change-in-control (CIC): If qualifying termination on/after a CIC, lump-sum of 3x (base salary at termination or pre-CIC, whichever higher) plus highest annual cash bonus earned in the prior three performance periods; continued life, medical, dental at no cost for up to 36 months or until comparable coverage elsewhere .
• Restrictive covenants: One-year non-compete and non-solicit post-termination (other than in connection with a CIC) .
• Deferred compensation: Board and Executive Deferred Compensation Plan exists, but no NEO participates .

Board Governance (Director Role, Committees, Independence)

Board service history and roles:

• Board service: Joined Pioneer Bank’s board in 2012; member of boards of Pioneer Bancorp, Inc. and Pioneer Bancorp, MHC since their incorporation .
• Committee roles: Not listed as a member of the Audit, Compensation, or Nominating & Corporate Governance committees (see committee roster below) .
• Director fees: Did not receive director fees in the six months ended Dec 31, 2024 .

Board structure, independence, and attendance:

• Independent Chair: Dr. James K. Reed serves as independent Chair; board majority independent; Amell (CEO) and Mahoney are not independent .
• Committees: Standing committees (Audit, Compensation, Nominating & Corporate Governance); all Audit members independent; Audit Committee identified an “audit committee financial expert” (Dr. Reed) .
• Meetings and attendance: Six board meetings (holding company) in the six months ended Dec 31, 2024; no director attended fewer than 75% of meetings/committees served .
• Compensation Committee process: CEO excluded from discussions/votes on his pay; Meridian Compensation Partners engaged as independent consultant; no conflicts identified .

Committee membership snapshot (as of proxy):

Compensation Structure Analysis

• Mix shift and equity leverage: FY2024 total reported compensation reflects significant one-time equity grants under the 2020 Equity Incentive Plan (stock awards $845,100; option awards $770,400), materially increasing equity’s share of pay versus FY2023 when no equity was granted .
• Cash incentives linked to profitability and growth: TIP metrics (ROA, 3-year ROA, core deposit growth, peer-relative ROA) tie payouts to profitability quality and balance-sheet growth; CEO weighting emphasizes long-term ROA (40%) and peer-relative ROA (30%) .
• Payout discipline: No discretionary bonuses for the six-month stub period; TIP paid for the 2024 plan year in Feb 2025 per plan timelines .
• Pay versus performance: Compensation Actually Paid to PEO aligns with improving TSR from FY2023 (91) to FY2024 (102) and 6M’24 (118) while Net Income decreased from FY2023 to FY2024 and 6M’24 (reflecting the fiscal-year change and earnings dynamics) .

Director Compensation (for context)

• Directors received per-meeting fees ($4,600 per board meeting; $400 per loan committee meeting); Mr. Amell received no director fees in the period .

Say-on-Pay & Shareholder Feedback

• Advisory votes: The board recommends an annual (one-year) frequency for future advisory votes on NEO compensation; outcomes are advisory and will be considered by the Compensation Committee in future decisions .

Investment Implications

• Alignment and retention: Strong anti-hedging/anti-pledging policy and no pledging reported improve alignment; meaningful unvested RS (90,000) and unvested options (200,000) with five-year graded vesting support retention, with annual vesting dates (May 21) potentially creating periodic liquidity windows .
• Change-in-control economics: A 3x salary-plus-highest-bonus CIC multiple plus up to 36 months of benefits signals robust protection; one-year non-compete/non-solicit outside CIC moderates near-term departure risk .
• Pay-for-performance: TIP metrics focus on ROA (current and multi-year) and peer-relative performance; recent CAP vs TSR trends show directional alignment as TSR improved through FY2024 and 6M’24 while reported CAP remained moderate in the stub period .
• Governance safeguards: Independent Chair and fully independent key committees mitigate CEO/Chair concentration concerns associated with dual roles; Amell is not listed on board committees, and the CEO is excluded from Compensation Committee deliberations regarding his own pay .

Overall: Compensation is increasingly equity-based following FY2024 grants, with clear ROA-focused incentive constructs and robust CIC protections supporting retention. Anti-pledging and independent chair structure reduce governance risk, while upcoming multi-year vesting suggests predictable windows for potential insider selling activity tied to vest events rather than opportunistic timing .