Jack Sheppard Jr.
About Jack C. Sheppard, Jr.
Independent director of Parke Bancorp, Inc. since 2007 with deep risk management experience from senior roles in commercial insurance brokerage. Age 71 as of December 31, 2024; first elected in 2007 with current term expiring at the 2025 annual meeting. Holds CPIA (Certified Professional Insurance Agent) designation and other insurance professional designations; retired in 2021 from Arthur J. Gallagher & Co. .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Bollinger Insurance, Inc. | Executive Vice President | 1983–2013 | Led risk management services; core background in enterprise risk . |
| Arthur J. Gallagher & Co. | Area Vice President | 2013–2021 | Provided risk management services; retired 2021 . |
External Roles
| Organization | Role | Status/Tenure | Notes |
|---|---|---|---|
| Abilities Solutions, Inc. | Board Chair | Current | Non-profit board leadership; governance experience . |
| Acenda Integrated Healthcare | Board Member | Current | Non-profit health care governance . |
| Inspira Health Network | Board Member (retired) | Prior | NJ-based hospital/community health care provider . |
Board Governance
- Independence: Board determined all non-employee directors are independent under Nasdaq rules; committees are composed of independent directors . In 2023, all non-employee directors except Milavsky were independent, confirming Sheppard’s independent status .
- Committee assignments (2024):
- Audit Committee member; committee met 4 times in FY2024; Audit Committee chaired by Fred G. Choate .
- Compensation Committee member; committee met 1 time in FY2024 .
- Attendance: Board met 13 times in 2024 and 12 times in 2023; no director attended fewer than 75% of board and committee meetings each year. All board members attended the 2024 (and 2023) virtual annual meetings online .
- Board leadership: Chair (Daniel J. Dalton) separate from CEO (Vito S. Pantilione), supporting independent oversight .
| Governance Metric | FY2023 | FY2024 |
|---|---|---|
| Board meetings held | 12 | 13 |
| Director attendance threshold (≥75%) | Met (all directors) | Met (all directors) |
| Audit Committee meetings | 4 | 4 |
| Compensation Committee meetings | 1 | 1 |
| Independence (non-employee directors) | All except Milavsky | All non-employee directors |
Fixed Compensation
- Structure: Directors received cash-only compensation in 2023 and 2024 (no equity grants). Fee components include board meeting fees, annual retainers (chairman, audit chair, vice chair, others), annual bonuses, and committee meeting attendance fees. Directors’ fees are paid by the Bank; no additional Company fees .
| Director Compensation (USD) | FY2023 | FY2024 |
|---|---|---|
| Jack C. Sheppard, Jr. – Fees Earned/Paid in Cash | $129,513 | $135,139 |
| Board meeting fee per meeting | Chairman $8,500; Others $3,000 | Chairman $9,000; Others $3,000 |
| Annual retainer | Chairman $77,000; Audit Chair $38,000; Vice Chair $25,000; Other directors $17,000 | Chairman $77,000; Audit Chair $38,000; Vice Chair $25,000; Other directors $17,000 |
| Annual bonus (directors) | Chairman $30,100; Vice Chair $29,000; Other directors $25,000 | Chairman $45,750; Audit Chair $30,450; Vice Chair $31,600; Other directors $26,250 |
| Directors’ total board fees (aggregate) | $1,338,988 | $1,099,549 |
| Committee attendance fees | Paid to all non-employee directors | Paid to all non-employee directors |
| Compensation mix | Cash-only (no director equity grants) | Cash-only (no director equity grants) |
Performance Compensation
- Performance-based director compensation: None disclosed; director compensation comprised solely of cash fees and retainers (no performance metrics) .
| Performance Metric | Tied to Director Pay? | Notes |
|---|---|---|
| TSR, revenue, EPS, ESG, other metrics | No | Directors received cash-only compensation; no disclosed performance linkage . |
Other Directorships & Interlocks
| Category | Disclosure |
|---|---|
| Public company directorships (current/past 5 years) | None disclosed for Sheppard . |
| Compensation Committee interlocks | Not disclosed; committee comprised of Choate, Dalton, Dobson, Sheppard . |
| Potential interlocks with competitors/suppliers/customers | None disclosed . |
Expertise & Qualifications
- Core credentials: CPIA designation; decades of risk management leadership in insurance brokerage. Strengthens enterprise risk oversight on the board .
- Industry experience: Insurance risk management across diverse industries; community health care governance experience through non-profit boards .
Equity Ownership
| Ownership Detail | FY2023 | FY2024 (Record Date Mar 12, 2025 proxy) |
|---|---|---|
| Beneficial ownership (shares) | 196,687 | 162,385 |
| Percent of shares outstanding | 1.60% | 1.33% |
| Options acquirable within 60 days | 31,375 | 36,875 |
| Total director options owned (as of year-end) | 39,875 | 39,875 |
| Shares pledged as collateral | None disclosed for Sheppard (pledge disclosed for Dobson: 50,000) . |
- Hedging/pledging policy: Company has not adopted anti-hedging or anti-pledging policy; hedging/derivative transactions to reduce price risk are not prohibited for directors and officers—a potential alignment concern .
Governance Assessment
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Positives:
- Independent status; active roles on Audit and Compensation Committees; separation of Chair and CEO roles enhances oversight .
- Strong attendance: no director below 75% in 2023/2024; full attendance at annual meetings .
- Skin-in-the-game: meaningful beneficial ownership (1.33% of shares; 162,385 shares) and legacy options, supporting alignment .
-
Red flags and monitoring items:
- Absence of anti-hedging/anti-pledging policy permits hedging, which can weaken alignment with shareholders .
- Related party loans exist (aggregate $500k in 2024; $1.1m in 2023), though terms are stated to be market and normal risk; continue to monitor for changes or concentration by insiders .
- No director equity grants or performance-based metrics; while cash-only pay reduces equity-driven risk, lack of performance linkage for directors may limit explicit pay-for-performance signals .
-
Overall: Sheppard’s long-standing risk management expertise and committee participation support board effectiveness. Key monitoring area is the company’s permissive stance on hedging/pledging; continued transparency on related-party loans and maintenance of high attendance bolster investor confidence .