Dale Tieman
About Dale Tieman
Dale R. Tieman (age 61) is Executive Vice President and Chief Operations Officer of Peru Federal Savings Bank, and Corporate Secretary of PFS Bancorp; he has served on the PFS Bancorp board since 2015 and has been with Peru Federal since 2001, promoted to EVP/COO in 2009. He holds Series 7, 63, and 65 licenses and is a graduate of the Graduate School of Banking (Madison) . Company context during his recent tenure: FY2024 net income was $905k vs $1,008k in FY2023, while total assets increased to $197.6M from $193.5M .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Peru Federal Savings Bank | Financial Advisor → EVP & COO | 2001–present (EVP/COO since 2009) | Progressed through operations leadership; provides deep market/operations insight |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Various local non-profit boards | Director/Board member | Not disclosed | Community ties; local market connectivity |
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Base Salary ($) | 146,000 | 150,000 |
| Annual Bonus ($) | 50,000 (deferred to DCP) | 10,000 |
| All Other Compensation ($) | 8,221 | 16,012 |
| All Other Breakdown ($) | 401(k) match: 8,845; ESOP allocation: 6,690; Life insurance imputed income: 207 (2024) | 401(k) match: 8,845; ESOP allocation: 6,690; Life insurance imputed income: 207 |
| Contract Base (per employment agreement) ($) | — | 155,000 (reviewed annually; no decreases except broad employee reductions) |
Performance Compensation
- Bonuses are paid under management bonus programs; no formulaic performance metrics, weightings, or targets are disclosed for Tieman. 2024 bonus was $10,000; 2023 bonus was $50,000 (deferred) .
- Equity awards for executives are expected post-shareholder approval under the 2025 Equity Plan; specific grant terms for employees (including Tieman) will be determined by the Compensation Committee after approval .
- 2025 Equity Plan key provisions: minimum 1-year vesting (up to 5% exceptions); double-trigger vesting on change in control; prohibition on below-market options, repricing, and payment of dividends on unvested awards; clawback applicability; and hedging/pledging policy restrictions .
Equity Ownership & Alignment
| Item | Details |
|---|---|
| Total Beneficial Ownership (Shares) | 6,180 |
| Ownership as % of Shares Outstanding | <1% (based on 1,660,265 shares outstanding) |
| Indirect/Plan Holdings | Includes 1,180 shares held indirectly through ESOP; remainder held through Peru Federal’s Deferred Compensation Plan (exact DCP share count not separately disclosed) |
| Pledging | None of the named individuals have pledged shares |
| Hedging | Anti-hedging policy prohibits directors/officers and related persons from hedging Company stock |
| Ownership Guidelines | Not disclosed |
Employment Terms
| Term | Provision |
|---|---|
| Agreement Term & Renewal | Two-year term; each Jan 1 may extend one additional year (to maintain two years) contingent on a board performance review/affirmative renewal; if a change in control occurs, term auto-renews for two years from CIC date |
| Base Salary | $155,000 per agreement, subject to annual review; may be increased but not decreased except for broad employee reductions |
| Non-CIC Severance | Lump sum equal to base salary and bonuses (based on highest bonus in prior 3 years) due over remaining term; PV of contributions under defined contribution plans for remaining term; continued non-taxable medical/dental and life insurance coverage at no cost for remaining term |
| CIC Severance | If involuntary termination or resignation for “good reason” within 18 months post-CIC: lump sum equal to 3× (highest base salary under agreement + highest bonus over last 3 completed fiscal years); PV of defined contribution plan contributions for 36 months; continued non-taxable medical/dental and life insurance for 36 months; subject to potential 280G cutback |
| Disability Benefits | Salary shortfall topped up (difference between disability and base salary) for the longer of 1 year post-termination or remaining term; continued medical/dental coverage until return to work, employment elsewhere, term expiration, or death |
| Death Benefits | Beneficiaries receive base salary for one year; family medical/dental benefits for 12 months |
| Restrictive Covenants | Non-solicit 1 year; non-compete 6 months (non-CIC termination) |
| Clawbacks & Trading | Awards under the 2025 Equity Plan subject to clawback policies; trading policy includes hedging/pledging restrictions |
Board Governance
- Board service history/independence: Director since 2015; not independent due to employment at PFS Bancorp/Peru Federal .
- Leadership structure: Chairman (Rooney) and CEO (Heagy) roles are separated to enhance oversight; standing committees comprised solely of independent directors .
- Committee memberships (2024): Audit—Rooney (Chair), Kurkowski; Compensation—Rooney (Chair), Kurkowski; Nominating/Governance—Brady (Chair), Brandt; Tieman is not a member of these independent committees .
- Attendance: PFS Bancorp board held 6 meetings in 2024; no director attended fewer than 75% of board/committee meetings .
- Director fees: For independent directors, fees paid by Peru Federal; Heagy/Tieman director compensation is included in executive compensation disclosures .
Company Performance (3-Year Context)
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Revenues ($) | 509,000* | 670,000* | 885,000 |
| Net Income ($) | 831,000* | 1,008,000 | 905,000 |
Values marked with * retrieved from S&P Global.
Investment Implications
- Alignment: Ownership is modest (<1%); however, explicit anti-hedging and no pledging improve alignment, and future equity grants under the 2025 Plan may enhance long-term alignment if structured with performance goals .
- Retention risk: Low near term—auto-renewing two-year agreement with robust severance (3× salary+bonus on CIC, plus benefits) suggests strong retention incentives; restrictive covenants add protection post-termination .
- Pay-for-performance: Bonuses are disclosed but no formal performance metrics or weightings, limiting transparency on pay-for-performance; monitor Compensation Committee’s post-Plan grant design for performance conditions .
- Trading signals: With the 2025 Equity Plan effective post-May 22, 2025, watch for Form 4 filings reflecting initial or subsequent executive awards and any selling pressure; non-employee director awards are self-executing (options: 8,625; RS: 3,450 per director; 20% annual vest) which may influence insider activity among independent directors, not Tieman .
- Governance considerations: Dual role as Executive Officer and Corporate Secretary plus board seat raises independence considerations, but risk is mitigated by separated Chair/CEO and independent committees; director fees structure centralized at the bank level .