Jonathan Hill
About Jonathan Hill
Jonathan D. Hill, age 45, is Senior Vice President and Chief Financial Officer of Parke Bancorp, Inc., having joined in December 2023 after more than twenty years in finance and accounting roles across Republic Bank, M&T Bank (M&A finance), and Glenmede; he holds an MBA from Drexel University and a BS in Accounting from Salisbury University . Company performance during his tenure year (2024) saw cumulative TSR increase versus 2023 ($100→$109) while net income was $27.492 million (2023: $28.436 million; 2022: $41.796 million) . Hill beneficially owned 370 shares as of March 12, 2025, with less than 1% of shares outstanding .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Republic Bank | SVP, Managing Director of Finance; Interim CFO; Controller | Dec 2021–Dec 2023 | Led finance and interim CFO responsibilities during transition period . |
| M&T Bank | SVP, Senior Finance Manager – Mergers & Acquisitions | Aug 2017–Dec 2021 | Supported M&A financial analysis and integration for large banking platform . |
| Glenmede | Various Finance and Accounting roles | Sep 2002–Aug 2017 | Long-tenured finance contributor within asset management/private wealth firm . |
External Roles
No public company board roles or committee positions were disclosed for Hill in the last five years .
Fixed Compensation (2024)
| Component | Amount ($) | Notes |
|---|---|---|
| Base Salary | 265,000 | CFO 2024 salary . |
| Annual Bonus (Paid) | 85,000 | Includes $25,000 sign‑on bonus paid March 2024 . |
| Sign‑on Bonus | 25,000 | Paid March 2024 . |
| All Other Compensation | 11,196 | Safe Harbor $3,996; Auto allowance $7,200 . |
Performance Compensation
Annual Bonus Structure (2024)
| Metric | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|
| Discretionary bonus (committee‑determined) | N/A | Not disclosed | Not disclosed | 85,000 | N/A |
Equity/Option Award (Granted 2024)
| Grant Type | Shares | Grant‑Date Fair Value ($) | Exercise Price ($) | Vesting | Expiration |
|---|---|---|---|---|---|
| Stock Options | 10,000 | 44,300 | 19.03 | 20% per year on each of five anniversaries of grant | Aug 20, 2034 |
Outstanding Option Awards at FY 2024 Year‑End
| Name | Exercisable | Unexercisable | Exercise Price ($) | Expiration |
|---|---|---|---|---|
| Jonathan D. Hill | — | 10,000 | 19.03 | Aug 20, 2034 |
Equity Ownership & Alignment
| Item | Value |
|---|---|
| Shares beneficially owned (as of record date Mar 12, 2025) | 370 . |
| Ownership % of shares outstanding | <1% (11,842,596 shares outstanding) . |
| Options exercisable within 60 days | 0 . |
| Options unexercisable | 10,000 (see table above) . |
| Shares pledged as collateral | Not disclosed for Hill; company permits pledging; one director (Dobson) disclosed 50,000 pledged . |
- Hedging/pledging policy: The company has not adopted an anti‑hedging or anti‑pledging policy; hedging and pledging are permitted (alignment risk) .
- Insider selling pressure: Attempted to retrieve recent Form 4 transactions for Jonathan Hill; the insider-trades API returned an authorization error, so near‑term trading activity could not be verified at this time.
Employment Terms
| Term | Details |
|---|---|
| Change‑in‑Control (CIC) Agreement | Effective Mar 19, 2024; applies to Parke Bancorp and Parke Bank . |
| Severance Multiple | 2.5x of most recent three‑year average salary plus cash incentive/bonus, paid lump‑sum, upon involuntary termination without cause or resignation for Good Reason following a CIC (double trigger) . |
| Benefits Continuation | Employer‑paid medical, dental, life, disability premiums for 18 months post‑termination; stops if successor employment provides benefits . |
| Definitions (Good Reason) | Material diminution in base compensation, duties, budget, relocation >25 miles, or material breach without consent . |
| CIC Definition | Merger/consolidation changing majority control, 25%+ voting stake on Schedule 13D, board composition changes, or sale of all/substantially all assets (409A‑consistent) . |
| Non‑Compete | 12 months; within 15 miles of any Bank branch existing as of CIC . |
| Non‑Solicitation | 12 months for business and employees . |
| Auto‑renewal | Agreement term automatically extends one year on each anniversary unless Boards vote not to extend . |
| 280G Cutback | Payments reduced to avoid excess parachute excise tax under Sections 280G/4999 . |
| Regulatory/409A | FDIC golden parachute compliance (12 U.S.C. §1828(k); 12 CFR Part 359) and 409A compliance; six‑month delay if specified employee . |
| Release Requirement | General release must be signed within 14 days to receive severance . |
Potential Payments Upon Termination or CIC (as of FY 2024)
| Scenario | Amount ($) |
|---|---|
| Voluntary Good Reason Termination | 875,000 . |
| Not For Cause Termination | 875,000 . |
| Change‑in‑Control Termination | 875,000 (subject to 280G cutback) . |
| Disability | — . |
| Death | 200,000 . |
Performance & Track Record
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Net Income ($USD) | 41,796,000 | 28,436,000 | 27,492,000 |
| Cumulative TSR (Value of $100) | 103 | 102 | 109 |
| Revenues ($USD) | 8,382,000* | 6,692,000* | 4,301,000* |
Values retrieved from S&P Global.*
Compensation Committee & Governance Notes
- Compensation Committee (Choate, Dalton, Dobson, Sheppard) met once in 2024; oversees executive compensation philosophy and decisions; may retain independent consultants .
- The company states it does not evaluate cumulative TSR in making compensation decisions; CEO bonus formula is 10% of Bank pre‑tax profits, capped at 50% of base salary; other NEO bonuses (including CFO) are discretionary .
- No anti‑hedging/anti‑pledging policy; insider trading policy filed as an exhibit to Form 10‑K .
Investment Implications
- Alignment: CFO’s direct equity ownership is minimal (370 shares), with alignment primarily via 10,000 long‑dated options vesting 20% annually; absence of anti‑hedging/anti‑pledging policy dilutes alignment quality and introduces potential leverage/hedging risks .
- Retention/Cost of Exit: Double‑trigger CIC protection at 2.5x average salary+bonus plus 18 months of benefits and 12‑month non‑compete/non‑solicit suggests moderate retention strength but also potential transaction friction costs; 280G cutback mitigates excise tax exposure .
- Performance Context: 2024 TSR improvement versus 2023 alongside continued net income pressure underscores ongoing earnings normalization in the bank; CFO tenure is recent, limiting direct attribution, but finance discipline around discretionary bonuses remains a watch point for pay‑for‑performance alignment .
- Monitoring: Track Form 4 filings for option vesting/exercises and any open‑market sales to assess selling pressure; scrutinize future proxy disclosures for introduction of measurable CFO bonus metrics, ownership guideline compliance, and any changes to the company’s hedging/pledging posture.