Fred Choate
About Fred G. Choate
Fred G. Choate (age 79) has served on Parke Bancorp’s Board since 2005 and is nominated for a new term expiring in 2028; he is an independent director and the Board-designated Audit Committee Financial Expert under SEC rules . He is President and controlling shareholder of Greater Philadelphia Venture Capital Corporation (since 1997), previously a principal at Sandhurst Company (1987–1997), and has served as a director at FIS Group and previously Escalon Medical Corp (Nasdaq: ESMC); he is also a member of the Institute of Directors (UK) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Sandhurst Company (venture capital fund) | Principal | 1987–1997 | Financial/investment expertise |
| Greater Philadelphia Venture Capital Corporation | President & controlling shareholder | 1997–present | Capital allocation and governance experience |
External Roles
| Organization | Role | Status/Type | Committees/Impact |
|---|---|---|---|
| FIS Group (fund of funds) | Director | Current; asset management | Governance oversight for institutional investment platform |
| Escalon Medical Corp (Nasdaq: ESMC) | Director | Prior; public company | Public company governance experience |
| Unnamed financial institution | Audit Committee member | Prior | Audit committee experience in banking |
| Institute of Directors (UK) | Member | Ongoing | Professional governance credentials |
Board Governance
- Independence and financial expertise: Parke’s Board determined all non-employee directors are independent; Choate is independent and designated an “Audit Committee financial expert” and meets Nasdaq audit committee independence standards .
- Attendance and engagement: In 2024 the Board met 13 times; no director attended fewer than 75% of Board and committee meetings, and all directors attended the 2024 annual meeting online .
- Committee assignments and leadership (2024):
- Audit Committee: Chair; met 4 times
- Compensation Committee: Member; met 1 time
- Nominating Committee: Member; met 1 time
| Committee | Role | Meetings in 2024 |
|---|---|---|
| Audit | Chair | 4 |
| Compensation | Member | 1 |
| Nominating | Member | 1 |
Fixed Compensation
- Director pay is cash-only; non-employee directors received no equity grants in 2024 .
- Fred G. Choate’s 2024 director compensation totaled $145,950 (cash) .
| Item | 2024 Amount/Structure |
|---|---|
| Total fees earned (Choate) | $145,950 |
| Board meeting fees | $3,000 per non-employee director; $9,000 for chairman |
| Annual retainers | $38,000 Audit Committee chair; $77,000 chairman; $25,000 vice chair; $17,000 each other non-employee director |
| Annual “bonuses” | $30,450 Audit Committee chair; $45,750 chairman; $31,600 vice chair; $26,250 each other non-employee director |
| Committee attendance fees | Paid in addition to above (amounts not itemized) |
| Total board fees (all directors, 2024) | $1,099,549 |
Note: The proxy discloses role-based retainers/bonuses but does not itemize Choate’s meeting/committee attendance counts; only his total cash is provided .
Performance Compensation
- No performance-based equity (RSUs/PSUs) or option awards were granted to directors in 2024; compensation was cash-only with role-based retainers/bonuses and attendance fees (no disclosed performance metrics for director pay) .
| Performance Component | 2024 Disclosure |
|---|---|
| Equity awards to directors (RSUs/PSUs/options) | None – cash-only director compensation |
| Performance metrics tied to director pay | Not disclosed/applicable |
Other Directorships & Interlocks
| Company | Ticker/Type | Role | Interlock/Notes |
|---|---|---|---|
| Escalon Medical Corp | Nasdaq: ESMC (public) | Former Director | Adds public-company oversight experience |
| FIS Group | Private (asset manager) | Director | Potential information flow to institutional investor network |
Expertise & Qualifications
- Audit/finance: Board-designated Audit Committee financial expert; prior audit committee service at another financial institution and long-standing private equity/venture capital background .
- Governance: Service across three PKBK committees (Audit chair; Compensation; Nominating) indicates broad governance remit .
- Industry/markets: Decades in investment management and venture capital; membership in the Institute of Directors (UK) .
Equity Ownership
| As of Record Date (March 12, 2025) | Shares/Options | % of Shares Outstanding |
|---|---|---|
| Beneficially owned common shares (Choate) | 24,456 (includes 18,875 shares acquirable via options within 60 days) | <1% (“*”) |
| Director options owned (balance at 12/31/2024) | 21,875 | N/A |
Additional ownership context:
- Company shares outstanding at Record Date: 11,842,596 (for context; Choate <1%) .
- No disclosure of Choate pledging shares; a different director (Dobson) disclosed pledging 50,000 shares (separate from Choate) .
Governance Assessment
-
Strengths
- Independent director with Audit Chair leadership and SEC “financial expert” designation supports financial reporting oversight .
- Solid engagement: no attendance shortfalls; active on three committees; attended 2024 annual meeting .
- Cash-only director pay (no 2024 equity grants) limits dilution and can reduce conflicts from timing of equity awards .
-
Watch items / RED FLAGS
- Company has not adopted anti-hedging and anti-pledging policies for directors and officers—allows hedging/pledging and weakens alignment safeguards (policy void, not an individual violation) .
- Related-party loans exist at the Bank level ($500,000 aggregate outstanding at 12/31/2024), though on market terms; individual recipients not detailed—monitor for any tie to directors in future filings .
- Ownership alignment: Choate’s beneficial ownership is <1% with legacy options; no director stock ownership guidelines disclosed—limited formal alignment framework .