James Brady IV
About James J. Brady IV
James J. Brady IV (age 56) has served as a director of PFS Bancorp, Inc. and Peru Federal Savings Bank since 2016. He is part owner and President of JB Contracting Corporation (electrical, plumbing, mechanical/industrial contractor) in LaSalle, IL, with 35 years of construction industry experience; he began an electrical apprenticeship in 1988 (IBEW Local 176) and progressed from electrician to estimator, superintendent and project manager before becoming President. Education/background: St. Bede Academy; electrical coursework at Illinois Valley Community College and Joliet Junior College. He is active in Will/Grundy Contractors Association, Illinois Valley Contractors Association, and serves on the City of Peru planning commission committee. His construction expertise informs the board’s oversight of construction-related lending.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| JB Contracting Corporation | President; previously electrician (>15 years), estimator, superintendent, project manager | Operated by Brady and his brothers since 2019; apprenticeship began 1988 | Provides construction insight into building and construction lending operations |
| IBEW Local 176 | Electrical apprentice/member | Began apprenticeship in 1988 | Technical field experience supports operational judgment |
| City of Peru | Planning commission committee member | Not disclosed | Local market knowledge and civic engagement |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Will/Grundy Contractors Association | Member | Not disclosed | Industry network; construction sector ties |
| Illinois Valley Contractors Association | Member | Not disclosed | Industry network; construction sector ties |
| City of Peru planning commission | Committee member | Not disclosed | Local governance and planning involvement |
Board Governance
- Independence: The Board determined all directors except Eric J. Heagy and Dale R. Tieman are independent under Nasdaq standards; Brady is independent. The Board considered director loans and deposit accounts at Peru Federal that were not required to be reported under related party disclosures.
- Committee assignments and chair roles (FY2024): Brady chairs the Nominating and Corporate Governance Committee; not on Audit or Compensation. Committee meetings held in FY2024: Audit (4), Compensation (1), Nominating & Corporate Governance (1).
- Attendance and engagement: In 2024, PFS Bancorp’s Board held 6 meetings and Peru Federal’s Board held 24; no director attended fewer than 75% of combined board and committee meetings; all directors attended the prior annual meeting.
| Director | Audit Committee | Compensation Committee | Nominating & Corporate Governance |
|---|---|---|---|
| James J. Brady IV | — | — | Chair |
| Number of FY2024 Meetings | 4 | 1 | 1 |
Fixed Compensation
| Component (FY2024) | Amount |
|---|---|
| Fees earned or paid in cash | $35,000 |
| Perquisites | None >$10,000 (table excludes perqs; Brady shows no “All Other Compensation”) |
| Paying entity | All director fees paid by Peru Federal; no separate fees paid by PFS Bancorp |
| Deferred compensation election | Plan permits deferrals; no deferral disclosed for Brady in 2024 |
Deferred Compensation Plan: Directors may elect to defer fees; amounts credited at Moody’s Aaa seasoned bond rate (prior year-end), with ability to invest deferred amounts in PFS Bancorp common stock via a rabbi trust; distributions can be in stock. Example disclosed: Rooney deferred cash fees; Brady had no disclosed deferral.
Performance Compensation
One-time equity grants to non-employee directors contingent on stockholder approval of the 2025 Equity Plan (self-executing on the day following approval):
| Award Type | Shares/Options | Dollar Value (if disclosed) | Vesting | Change-in-Control/Acceleration |
|---|---|---|---|---|
| Restricted Stock | 3,450 shares | $34,776 (based on $10.08 close on April 3, 2025; actual value depends on grant date FMV) | 20% per year over 5 years | Accelerates for death, disability, or involuntary termination at/after change in control (Committee discretion for other circumstances) |
| Stock Options | 8,625 options | Not determinable (value depends on FMV at exercise) | 20% per year over 5 years | Same as above |
- Individual limits under the plan: Any single non-employee director may receive up to 5% of aggregate shares available; all non-employee directors combined capped at 30% of aggregate shares available. Brady’s awards equal 5% per director as structured.
- Option timing practices: Company historically avoids granting options to executives near filings; no options granted to executives in 2024. (Director grants as above are separate.)
Other Directorships & Interlocks
| Category | Status |
|---|---|
| Current public company boards | None disclosed for Brady in proxy biography |
| Prior public company boards | Not disclosed |
| Private/non-profit/academic boards | City of Peru planning commission committee; industry associations membership |
| Interlocks with competitors/suppliers/customers | Not disclosed for Brady; separate RPT noted for another director’s law firm (Brandt) |
Expertise & Qualifications
- 35 years in construction sector; field and management experience; provides insight for construction lending risk and project evaluation.
- Local market knowledge and civic ties via planning commission and contractors associations.
- Board qualification emphasis (committee criteria): integrity, ability to read financial statements, independence, time commitment; the Nominating & Corporate Governance Committee evaluates these when nominating/re-nominating directors.
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | Notable Footnotes |
|---|---|---|---|
| James J. Brady IV | 35,250 | 2.1% (based on 1,660,265 shares outstanding) | Includes 25,000 via a corporation, 250 via a partnership, 10,000 via a trust |
| Pledged shares | None; “none of the named individuals has pledged his or her shares” | ||
| Anti-hedging policy | Directors/officers/employees and related persons prohibited from hedging PFSB stock |
Governance Assessment
- Strengths:
- Independent director and Chair of the Nominating & Corporate Governance Committee; committees comprised solely of independent directors per Board policy.
- Satisfactory attendance: no director fell below 75% in 2024; full annual meeting attendance.
- Meaningful share ownership (2.1%); additional alignment via time-based RSAs and options vesting over five years.
- Anti-hedging policy and explicit disclosure that no pledging occurred.
- Potential risks/considerations:
- Brady leads a local contracting firm while the bank engages in construction lending—an inherent proximity risk; however, no related-party transactions involving Brady are disclosed, and the Board considered ordinary-course loans/deposits in independence determinations.
- One-time director equity grants tied to mutual-to-stock conversion increase director equity exposure; vesting is time-based (no performance metrics), though double-trigger acceleration is present for involuntary termination at/after change in control.
- Related-party transactions (context): Legal fees paid to Director Brandt’s law firm ($75,100 in 2024) in ordinary course; loans to directors permitted under banking regulations and disclosed as on market terms. No Brady-specific RPTs disclosed.
Not disclosed: director-specific stock ownership guidelines, clawback provisions for director equity, use of independent compensation consultants, executive sessions frequency, say-on-pay outcomes (not applicable to directors), or other public company boards for Brady.