Ralph Gallo
About Ralph Gallo
Executive Vice President and Chief Operating Officer of Parke Bancorp, Inc. (PKBK). Joined Parke Bank in 2010; responsible for Branch Operations, IT, HR, Loan Workout, and Internal Audit; has over 40 years of banking operations experience including VP roles at Mellon Bank and Image Remit . Age 67 at December 31, 2024 . Company performance context: cumulative TSR value per $100 investment was $103 (2022), $102 (2023), and $109 (2024); net income was $41.8M (2022), $28.4M (2023), and $27.5M (2024) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Mellon Bank | Vice President; managed Lockbox, Research & Adjustments, International Operations | Not disclosed | Led mission-critical operations supporting commercial banking customers |
| Image Remit | Vice President; managed private-label multi-state lockbox operation | Not disclosed | Ran multi-state lockbox operations supporting regional banks in Northeast US |
External Roles
(No public external directorships disclosed for Mr. Gallo.)
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Base Salary ($) | $283,250 | $292,000 |
| Cash Bonus ($) | $60,000 | $60,000 |
| All Other Compensation ($) | $20,700 | $21,150 |
| All Other Comp. Breakdown | 401k match $9,900; Auto allowance $10,800 | Safe Harbor $10,350; Auto allowance $10,800 |
Performance Compensation
| Incentive Type | Weighting | Target | Actual (2023) | Actual (2024) | Payout Type | Vesting |
|---|---|---|---|---|---|---|
| Discretionary annual bonus (NEO) | Discretionary; no specific metric disclosed | Not disclosed | $60,000 | $60,000 | Cash | Paid annually; no long-term vesting disclosed |
Notes:
- Company states CEO bonus = 10% of Bank pre-tax profits, capped at 50% of salary; other NEO bonuses (including Gallo) are discretionary (no disclosed formula/targets) .
Equity Ownership & Alignment
| Item | Value |
|---|---|
| Beneficial Ownership (shares) | 12,963 (includes options exercisable within 60 days) |
| Ownership as % of shares outstanding | Less than 1% (12,963 vs. 11,842,596 shares outstanding as of Mar 12, 2025) |
| Options exercisable within 60 days | 12,146 shares (included in beneficial ownership) |
| Hedging/Pledging Policy | Company has NOT adopted anti-hedging/anti-pledging policy; hedging and pledging are not prohibited |
| Shares pledged (Gallo) | No pledges disclosed for Gallo; Company disclosed Director Dobson has 50,000 shares pledged |
| Ownership guidelines | Not disclosed |
Outstanding Stock Options (as of fiscal year-end)
| Grant (Strike, Expiry) | Exercisable 2023 | Unexercisable 2023 | Exercisable 2024 | Unexercisable 2024 |
|---|---|---|---|---|
| $20.14, Aug 22, 2028 | 2,200 | 0 | 2,200 | 0 |
| $12.29, Apr 24, 2030 | 8,146 | 6,000 | 12,000 | 3,000 |
| $21.66, Jun 12, 2032 | 4,000 | 16,000 | 8,000 | 11,000 |
Vesting terms:
- 2022 option grants (e.g., $21.66) vest 20% on each of five anniversaries of grant date .
- 2024 CFO grant (for reference) also vests 20% annually; not directly applicable to Gallo but indicates plan practice .
Employment Terms
| Provision | Economics / Terms |
|---|---|
| Change-in-Control (CIC) Severance | Lump-sum = 2.5x most recent three-year average salary + cash incentive/bonus; subject to 280G cap; 18 months medical/dental/life premium reimbursement; non-compete & non-solicit for 1 year after CIC termination upon release; applies to involuntary termination without cause or resignation for good reason (double-trigger) |
| Legacy CIC Terms (superseded) | 1.5x salary+bonus (2023 disclosure) ; updated to 2.5x via 8‑K dated May 23, 2024 |
| Potential Payments (as of FY2024) | Voluntary/Good Reason: $871,667 ; Not For Cause: $871,667 ; CIC Termination: $876,000 ; Disability: $876,000 ; Death: $1,076,000 |
Performance & Track Record
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Value of $100 Investment (Cumulative TSR) | $103 | $102 | $109 |
| Net Income ($) | $41,796,000 | $28,436,000 | $27,492,000 |
Qualitative highlights:
- Biography emphasizes operational leadership across core bank functions; tenure since 2010 aligns with long-running operational stewardship .
- 2024 proxy notes familial relationship in prior year filings: Gallo is a cousin of CEO Vito Pantilione (governance sensitivity) .
Compensation Committee Analysis
- Committee met once in 2024; oversees executive compensation philosophy and guidelines; may use consultants; executives do not participate in decisions on their own pay .
- CEO bonus formula disclosed (10% of pre‑tax profits, cap 50% of salary), but NEOs’ bonuses (including Gallo) are discretionary with no disclosed performance metrics/weights—limited pay-for-performance transparency .
Risk Indicators & Red Flags
- Hedging and pledging not prohibited; company explicitly states no anti-hedging/anti-pledging policy, raising alignment concerns (pressure to hedge/pledge is permissible) .
- CIC multiple for Gallo increased from 1.5x (2023 proxy) to 2.5x (May 2024 8‑K/2025 proxy), increasing potential termination payouts and entrenchment risk .
- Related-party/affiliation sensitivity: prior disclosure of Gallo’s familial relationship to CEO may warrant governance scrutiny around compensation decisions .
Investment Implications
- Alignment: Gallo’s direct equity stake is small (<1% of shares) with most “beneficial” exposure coming from near-term exercisable options—combined with permissive hedging/pledging, equity alignment appears modest .
- Incentive design: absence of disclosed performance metrics or targets for Gallo’s bonus limits visibility on pay-for-performance; consider engaging the board on adding objective financial/credit risk metrics for operating executives .
- Retention/transaction dynamics: CIC economics moved to a 2.5x double-trigger with 18 months benefits and restrictive covenants—supports retention through potential strategic change but increases transaction payout obligations; model deal scenarios with the $876k CIC figure as a baseline .
- Operational execution risk: Company net income fell from $41.8M (2022) to ~$27.5M (2024) while TSR modestly improved in 2024; monitoring Gallo’s operational domains (loan workout, internal audit, branch ops) is pertinent amid credit cycle normalization .