Lloyd "Buddy" Stemple
About Lloyd "Buddy" Stemple
Lloyd “Buddy” Stemple, age 64, has served on the PBHC Board since 2005; his current term runs through 2027. He is an independent director under NASDAQ rules, chairs the Bank’s ALCO, and previously held senior leadership roles across global aluminum producers. He earned an engineering degree, an MBA, a master’s in international management from McGill, and a diploma from INSEAD, and currently serves as President of Constellium’s Packaging & Automotive Group (since September 2023). He beneficially owns 71,570 PBHC shares (1.5% of outstanding), with no pledged shares per company policy.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Constellium Rolled Products (Ravenswood, WV) | Chief Executive Officer | Not disclosed | Led global rolled aluminum supplier to aerospace and transportation materials industries |
| Oman Aluminum Rolling Company | Chief Executive Officer | Not disclosed | Venture supported by Oman government; commercial production started late 2013 |
| Novelis Specialty Products | Vice-President & General Manager | Not disclosed | Oversight of manufacturing (Oswego, NY; Kingston, ON) and sales (Cleveland, OH; Detroit, MI) |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Constellium (NYSE: CSTM) – Packaging & Automotive Group | President | Since September 2023 | Executive role (not disclosed as board seat) |
| The Aluminum Association (Washington, DC) | Board & Executive Committee Member | Not disclosed | Industry advocacy and policy for aluminum sector |
Board Governance
- Independence: PBHC’s board determined all directors except the CEO (Dowd) and Funiciello are independent; Stemple is independent. Executive sessions of independent directors occur at least twice yearly.
- Committee assignments (2024): ALCO Chair; Compensation Committee Member; Nominating & Governance Committee Member; Directors’ Loan Review Committee Member.
- Attendance: In 2024 the Board held 12 regular and 1 special meeting; no director attended fewer than 75% of Board and committee meetings on which they served.
- Tenure: Director since 2005; current term to expire in 2027 (continuing director).
Fixed Compensation
Director pay structure (applies to non-employee directors):
- Annual retainer: $20,000
- Meeting fees: $800 per Board meeting; $600 per committee meeting; Directors’ Loan Committee $300 per meeting
- Chair fees: Board Chair $10,100 retainer; Audit Chair $4,100 retainer; other committee chairs $100 per meeting chaired
Stemple’s reported director compensation:
| Metric | 2023 | 2024 |
|---|---|---|
| Fees earned or paid in cash ($) | 39,900 | 41,000 |
| Non-qualified deferred compensation earnings ($) | 13,241 | 10,501 |
| All Other Compensation ($) | — | — |
| Total ($) | 53,141 | 51,501 |
Performance Compensation
PBHC adopted a shareholder-approved 2024 Equity Incentive Plan (applies to officers, employees, and directors), with the following governance constraints relevant to directors:
| Attribute | Provision |
|---|---|
| Award types | Stock options, restricted stock, restricted stock units |
| Director equity limit | Non-employee director grant-date fair value capped at $20,000 per calendar year |
| Vesting cadence | At least 95% of awards vest no earlier than one year after grant |
| Option repricing | Prohibited without shareholder approval |
| Dividends on restricted stock | Paid only after vesting; forfeited if award does not vest |
| Clawback | Equity awards subject to clawback (SOX 304 and company policy) |
Note: The 2025 proxy discloses RSUs granted in January 2025 to senior executive officers only; no director-specific equity grants are listed for 2024.
Other Directorships & Interlocks
| Company/Entity | Public Company? | Role | Interlock/Notes |
|---|---|---|---|
| Constellium | Yes (NYSE: CSTM) | President, Packaging & Automotive Group | Executive role; no PBHC disclosure of board seat |
| The Aluminum Association | No | Board & Executive Committee Member | Industry association |
Castle Creek Capital Partners VII has a designated board representative (Tony Scavuzzo) under investment terms; not related to Stemple.
Expertise & Qualifications
- Executive leadership across aluminum manufacturing, global operations, strategic planning, HR, and financial accountability in publicly traded environments.
- Technical education (engineering) and advanced management degrees (MBA, master’s in international management; INSEAD diploma).
- Industry governance exposure via The Aluminum Association board and executive committee.
Equity Ownership
| Metric | 2024 | 2025 |
|---|---|---|
| Total beneficial ownership (shares) | 71,570 | 71,570 |
| Ownership (%) of common outstanding | 1.5% | 1.5% |
| Sole voting/investment power (shares) | 69,070 | 69,070 |
| Shared voting/investment power (shares) | 2,500 | 2,500 |
| Shares outstanding (record date) | 4,719,788 | 4,761,182 |
| Pledged shares | None (company policy prohibits pledging; proxy notes none pledged for directors) |
Related-Party & Potential Conflicts
- Employee/director mortgage loan program: Directors eligible for primary residence mortgages at 0.25% below market; permitted under banking regulations and administered on non-preferential terms (approval by independent directors).
- Stemple’s program participation (2023): Largest aggregate mortgage balance $110,593; interest paid $2,130.
- Related-party transactions disclosed in 2025 proxy involve real estate arrangements with Director Funiciello; no other transactions disclosed involving Stemple.
Compensation Committee Analysis and Process (Governance Context)
- Stemple served on the Compensation Committee (independent composition); committee met six times in 2024; charters available on PBHC’s investor site.
- PBHC retained Blanchard Consulting Group in late 2023 as independent advisor for executive benchmarking; next Say-on-Pay cycle in 2027.
Governance Assessment
- Positives: Independent director with deep industrial/operational expertise; chairs ALCO (risk oversight for interest rate, liquidity, investments); strong attendance thresholds; independent director executive sessions; meaningful share ownership (1.5%).
- Alignment safeguards: Anti-hedging/anti-pledging policy; director equity capped under the 2024 plan; option repricing prohibited; clawbacks in place.
- Potential risk flags to monitor: Participation in insider mortgage loan program (permitted and disclosed) and significant external executive responsibilities (Constellium), which can present time-commitment considerations; no additional related-party transactions disclosed for Stemple.
Overall: Stemple enhances board effectiveness through risk oversight (ALCO chair) and industrial leadership experience, with compensation and ownership policies generally aligned to shareholder interests; disclosed insider loan participation appears routine under regulated bank programs.