Anthony Cosentino
About Anthony Cosentino
Executive Vice President and Chief Financial Officer of SB Financial Group and State Bank since March 2010; age 63 as of February 21, 2025 . He holds a BS in Accounting from Miami University (1983) and an MBA in Finance from The Ohio State University (1989); he is a Certified Public Accountant . Company cumulative TSR (value of $100 initial investment) improved to 135 in 2024 from 92 in 2023, while net income was $11.5 million in 2024 vs. $12.1 million in 2023 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Fifth Third Bank (Northeastern Ohio) | Chief Financial Officer | Aug 1994 – May 2006 | Led finance for regional subsidiary; oversight of reporting and planning |
| AmTrust Financial Corporation | Vice President, Financial Planning & Analysis | Jun 2006 – Dec 2009 | Directed FP&A for multi-year period including planning cycles |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| None disclosed in SBFG filings | — | — | No public company board roles reported for Cosentino in executive officer disclosures |
Fixed Compensation
| Item | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Base Salary (Summary Compensation Table) | $236,538 | $249,606 | $258,059 |
| Target Bonus % (Non-Equity Incentive Plan) | 25.0% | 25.0% | 25.0% |
| Actual Bonus Paid ($) | $71,319 | $20,931 | $37,867 |
| Actual Bonus as % of Salary | 28.1% | 8.39% | 14.87% |
Performance Compensation
| Metric | Weighting | Threshold | Target | Maximum | Actual 2024 Result | Cash Reward ($) |
|---|---|---|---|---|---|---|
| Return on Assets (%) | 15% | 0.86 | 0.92 | 1.00 | 0.84 | $0 |
| Diluted EPS ($) | 10% | 1.65 | 1.79 | 1.90 | 1.72 | $4,775 |
| Efficiency Ratio (%) | 20% | 73.25 | 71.50 | 69.75 | 75.33 | $0 |
| Non-performing Asset Ratio (peer-based) | 15% | 70% | 75% | 85% | 48% | $0 |
| Charge-offs & Loss on Assets (peer-based) | 10% | 60% | 65% | 75% | 62% | $9,864 |
| Return on Tangible Common Equity (%) | 10% | 10.0 | 12.50 | 14.0 | 11.34 | $4,890 |
| Common Stock Price vs. BKX (%) | 20% | 75 | 100 | 125 | 111 | $18,338 |
| Total | — | — | — | — | — | $37,867 |
Equity Ownership & Alignment
| Beneficial Ownership (as of Feb 21, 2025) | Shares | Notes |
|---|---|---|
| Total Common Shares | 53,205 | Includes 439 ESOP shares |
| Ownership Guidelines | Minimum 10,000 shares; all executives in compliance | Compliance status: Met |
| Hedging/Pledging | Hedging prohibited (no margin, puts/calls; trading only in open windows with preclearance). Pledging not disclosed | Insider Trading Policy administered with pre-clearance process |
| Unvested Restricted Shares at 12/31/2024 | Number of Shares Not Vested | Vest Date | Market Value ($) |
|---|---|---|---|
| Grant (a) | 2,275 | Feb 5, 2025 | $47,570 |
| Grant (b) | 1,525 | Feb 5, 2026 | $31,888 |
| Grant (c) | 775 | Feb 5, 2027 | $16,205 |
| Grant (d) | 430 | Feb 5, 2028 | $8,991 |
| Valuation Basis | — | Closing price $20.91 on 12/31/2024 | — |
| Recent Equity Grants (Long-Term Plan) | Year Earned | Shares Granted | Grant Date Fair Value per Share | Vesting |
|---|---|---|---|---|
| 2024 performance (granted Feb 3, 2025) | 2024 | 920 | Not yet reflected (will appear in 2026 proxy) | 4-year ratable (25% annually) |
| 2023 performance (granted Feb 3, 2024) | 2023 | 1,720 | $15.71 | 4-year ratable (25% annually) |
| 2022 performance (granted 2023) | 2022 | 1,380 | $16.52 | 4-year ratable (25% annually) |
Employment Terms
| Change-of-Control Agreement (A&R COC) | Key Terms |
|---|---|
| Salary multiple | 2.0× Annual Direct Salary (Cosentino) |
| COBRA + life/disability continuation | 24× monthly premiums lump sum |
| Trigger | Termination by company (other than for Cause) within 6 months before or 24 months after a change of control, or resignation for Good Reason in that window (double trigger) |
| Non-compete / Non-solicit | 2 years post-termination; confidentiality obligations |
| Rolling term | 36-month rolling, auto-extends annually (subject to COC window) |
| SERP (Amended SERP Agreement) | Key Terms |
|---|---|
| Full retirement benefit | 15% of Annual Direct Salary, paid over 180 months (15 years) starting after retirement at age 65 (unless adjusted) |
| Change-of-control termination | 15% of Annual Direct Salary (higher of change-of-control date or termination date), paid over 180 months |
| Early retirement | 10% if terminate age 60–65; 15% at age 65; paid over 180 months |
| Disability benefit | Amortized payout based on accrual balance over 15 years |
| Split-dollar life insurance | Beneficiaries entitled to up to $649,790 death benefit prior to separation; option to purchase policy post-termination at cash surrender value |
| Potential Payments (as of 12/31/2024) | Amount ($) |
|---|---|
| Lump-sum COC payment | $523,392 |
| COBRA continuation (COC) | $68,422 |
| Group term life insurance (death scenario) | $523,392 |
| Value of stock (all scenarios shown) | $93,050 |
| SERP (varies by scenario) | $588,817 (COC) / $392,544 (early retirement) / $542,262 (disability) |
| Split-dollar (BOLI) death benefit | $649,790 |
| Totals (scenario) | $1,273,680 (COC) / $1,266,232 (death) / $485,594 (early retirement) / $635,311 (disability) |
| Clawback & Trading Policies | Summary |
|---|---|
| Clawback policy | Adopted to comply with SEC Rule 10D-1 and Nasdaq Rule 5608; recoupment of erroneously awarded incentive compensation for restatements covering the prior 3 completed fiscal years |
| Insider trading policy | Pre-clearance process; trading only during open windows; anti-hedging prohibits margin/puts/calls; short-term trading discouraged |
Performance & Track Record
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Revenues ($) | $16,952,000* | $17,771,000 | $16,976,000 |
| Net Income ($) | $12,521,000 | $12,095,000 | $11,470,000 |
Values retrieved from S&P Global*.
| Cumulative TSR (value of initial $100 investment) | 2022 | 2023 | 2024 |
|---|---|---|---|
| Company TSR | 87 | 92 | 135 |
Say-on-Pay & Shareholder Feedback
| Year | Say-on-Pay Approval (%) |
|---|---|
| 2023 | 99.19% (incl. abstentions; excluding broker non-votes) |
| 2024 | 95.09% (incl. abstentions; excluding broker non-votes) |
Investment Implications
- Compensation alignment: Annual incentive weightings tie to ROA, EPS, efficiency, credit quality, ROTCE, and stock performance vs BKX; 2024 payout at 14.87% of salary reflects mixed operating results (EPS met target while ROA/efficiency missed), supporting pay-for-performance discipline .
- Retention risk: Robust double-trigger COC (2.0× salary plus benefits) and SERP (15% of peak salary over 15 years) materially enhance retention; four-year ratable vesting on equity extends time-based hold .
- Trading signals: Unvested restricted shares vest annually each February (2025–2028); upcoming vest tranches are modest (e.g., 2,275 + 1,525 + 775 + 430 unvested at 12/31/2024), limiting selling pressure absent 10b5‑1 activity; anti-hedging and windowed trading further reduce risk of opportunistic sales .
- Ownership alignment: Beneficial ownership of 53,205 shares and compliance with 10,000-share guideline indicate skin-in-the-game; no pledging disclosed, hedging prohibited .
- Execution risk: 2024 net income declined yoy ($11.5m vs $12.1m), with efficiency ratio above target, suggesting margin and cost discipline remain focal areas for CFO; equity incentives increased in 2024 to align with peer practices, potentially improving long-term alignment .
Note: We attempted to fetch Form 4 insider trading data for Anthony V. Cosentino over the last 24 months, but the insider-trades API returned unauthorized; recommend monitoring Form 4 filings for 10b5‑1 plan disclosures and sale/exercise patterns.