Gwendolyn Wertz
About Gwendolyn Wertz
Senior Vice President – Retail Banking at Provident Savings Bank, F.S.B., and a Named Executive Officer (NEO) in FY2025. 2025 compensation totaled $282,673, comprised primarily of base salary and benefits; no annual bonus was paid given company performance below incentive thresholds . Beneficial ownership: 21,951 shares (<1% of outstanding), including 7,289 ESOP shares; unvested restricted stock units (RSUs) of 10,675 shares (market value $165,463 at $15.50) . Firm-level pay-versus-performance shows 2025 TSR value of $118.05 on a $100 base (since 6/30/2022) alongside FY2025 net income of $6.255 million .
Past Roles
Not disclosed in the proxy statements reviewed.
External Roles
Not disclosed in the proxy statements reviewed.
Fixed Compensation
| Item | FY2025 |
|---|---|
| Base Salary ($) | $251,650 |
| Target Bonus (% of salary) | 25% |
| Actual Bonus Paid ($) | $0 (Non‑equity incentive plan compensation not paid) |
| 401(k) Matching Contribution ($) | $7,550 |
| ESOP Contribution ($) | $14,473 |
| Car Allowance ($) | $9,000 |
Performance Compensation
FY2025 Annual Incentive Plan Metrics (company-level; net income must be met to trigger awards; no weighting applied):
| Metric | Threshold | Target | Maximum | FY2025 Actual |
|---|---|---|---|---|
| Net Income ($) | $8,316,000 | $10,395,000 | $15,593,000 | $6,255,000 |
| Return on Avg Assets (%) | 0.65% | 0.82% | 1.23% | 0.50% |
| Return on Avg Equity (%) | 6.44% | 8.05% | 12.07% | 4.79% |
| Efficiency Ratio (%) | 71.29% | 66.67% | 57.38% | 78.96% |
| Diluted EPS ($) | $1.23 | $1.54 | $2.30 | $0.93 |
Participation levels (expressed as % of base salary at each performance level):
| Executive | Threshold (%) | Target (%) | Maximum (%) |
|---|---|---|---|
| Gwendolyn L. Wertz | 10.0 | 25.0 | 46.9 |
Stock awards vested (FY2025):
| Item | Shares Vested (#) | Value Realized ($) |
|---|---|---|
| Gwendolyn L. Wertz | 1,675 | $22,177 |
No equity grants were made to NEOs in FY2025:
| Award Type | FY2025 Grants |
|---|---|
| Stock awards | None |
| Option awards | None |
Equity Ownership & Alignment
| Component | Detail |
|---|---|
| Beneficial Ownership (shares) | 21,951 |
| Ownership (% of shares outstanding) | <1% (“*”) |
| ESOP Shares Included | 7,289 |
| Unvested RSUs (shares) | 10,675 |
| Unvested RSUs – Market Value ($) | $165,463 (10,675 × $15.50) |
| Options Outstanding | None (NEOs had no options at 6/30/2025) |
| Shares Vested in FY2025 | 1,675 shares; $22,177 value |
| Hedging/Pledging | Prohibited for directors and senior officers |
| Ownership Guidelines | Senior Officer: stock value ≥100% of base salary; 50% net shares retention until compliant |
| Compliance Status (as of 6/30/2025) | All directors and senior officers in compliance |
Potential Payments (as of 6/30/2025):
| Scenario | Amount ($) |
|---|---|
| Death – Equity Plans (accelerated vesting) | $165,463 |
| Disability – Equity Plans (accelerated vesting) | $165,463 |
| Involuntary Termination (without cause) | $536,951 (cash severance + continued benefits) |
| Change in Control (double trigger within 12 months) | $536,951 (2× salary + 2× largest bonus, plus benefits) |
Employment Terms
| Term | Provision |
|---|---|
| Severance Agreement (effective 3/1/2025) | Term: 1 year; auto‑extendable annually at Board’s discretion |
| Change‑of‑Control Economics | Lump sum = 2× current base salary + 2× largest annual bonus in prior 2 years; 2 years of life/medical/dental/disability coverage |
| Trigger Type | Double trigger: involuntary termination (other than cause) or qualifying good‑reason resignation within 12 months post‑CIC |
| Equity Acceleration | Death or disability: accelerate vesting to termination date; CIC+involuntary termination (2013/2022 plans): accelerate vesting |
| Clawback | Company‑wide Compensation Recovery Policy adopted 11/28/2023 per SEC/Nasdaq Rule 10D‑1; incentive recovery for restatements or misconduct; plan‑level clawbacks |
| Hedging/Pledging Restrictions | Hedging and pledging of Provident securities prohibited for directors and senior officers |
| Stock Ownership Guidelines | Senior Officer: 100% of base salary; retain 50% of net shares until compliant; all senior officers compliant as of 6/30/2025 |
Performance & Track Record (Company-level context)
| Metric | FY2023 | FY2024 | FY2025 |
|---|---|---|---|
| Net Income ($) | $8,592,000 | $7,351,000 | $6,255,000 |
| TSR – $100 initial value | $89.57 | $91.70 | $118.05 |
Notes:
- FY2025 performance fell below incentive thresholds (net income, ROAA, ROAE, efficiency ratio, EPS), resulting in zero annual bonuses for NEOs including Wertz .
- Board and management highlight ongoing shareholder engagement and historical issues with low say‑on‑pay approval percentages, with disclosure enhancements added in 2025 .
Compensation Structure Analysis
- No FY2025 equity grants to NEOs (no RSUs/options), tightening at‑risk pay issuance in the year; outstanding equity remains from prior awards with standard multi‑year vesting .
- Annual incentive plan uses objective financial targets with overriding net income threshold and no component weighting; given underperformance, no discretionary adjustments were applied .
- Stock ownership and retention policies (100% salary value; 50% net shares retention) and hedging/pledging prohibitions strengthen alignment and reduce short‑term selling pressure .
Risk Indicators & Red Flags
- Incentive plan clawback and SEC‑compliant recovery policy in place, mitigating pay‑for‑performance and restatement risk .
- CFO resignation (effective 2/21/2025) increases near‑term operational transition risk but was disclosed as not due to disagreements .
- Board notes historically low say‑on‑pay approval percentages and responded with disclosure enhancements and shareholder outreach .
Investment Implications
- Alignment: Modest direct ownership (<1%) plus unvested RSUs and mandatory retention/ownership guidelines reduce near‑term selling pressure and support long‑term alignment .
- Incentive sensitivity: With FY2025 performance below thresholds, variable cash paid was $0, indicating disciplined pay‑for‑performance calibration; future upside depends on achieving net income and efficiency goals .
- Change‑of‑control economics: Double‑trigger protection (2× salary + 2× largest bonus) balances retention with shareholder interests; equity accelerates upon CIC plus involuntary termination per plan terms .
- Execution risk: Consecutive declines in net income FY2023→FY2025 and FY2025 efficiency ratio deterioration underscore operational improvement needs; CFO turnover adds transition complexity .
- Governance: Hedging/pledging bans, clawbacks, and ownership policies are positive; continuing shareholder engagement on executive pay indicates responsiveness to investor feedback .