Christopher J. Pribula
About Christopher J. Pribula
Christopher J. Pribula is President and Chief Operating Officer (COO) of SR Bancorp, Inc. and Somerset Regal Bank, serving as President & COO since 2019 and previously Executive Vice President & COO beginning in 2013; he joined Somerset Savings Bank in 2006 as Vice President – Operations Division Manager. He is also a director of SR Bancorp (director since 2018). Pribula holds an accounting degree from Kean University; age 60 as of June 30, 2025. The proxy does not disclose TSR, revenue growth, or EBITDA growth for his tenure.
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Somerset Savings Bank → Somerset Regal Bank | VP – Operations Division Manager | 2006 | Operational leadership; systems and process oversight supporting community banking growth |
| Somerset Savings Bank → Somerset Regal Bank | EVP & COO | 2013–2019 | Enterprise operations leadership; readiness for mutual-to-stock conversion and merger integration |
| Somerset Regal Bank | President & COO | 2019–present | Day-to-day management; execution across credit, operations, and strategy; oversight through IPO/merger era alongside CEO/Chairman at Bank level |
| The Chatham Trust Company | Various roles (community bank) | — | Prior banking experience contributing to operational expertise |
| West Jersey Community Bank | Various roles (community bank) | — | Prior banking experience contributing to operational expertise |
| Prestige State Bank | Various roles (community bank) | — | Prior banking experience contributing to operational expertise |
| Somerset Hills Bank | Various roles (community bank) | — | Prior banking experience contributing to operational expertise |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Raritan Valley Habitat for Humanity | Treasurer (Board) | Active in 2024; not listed as current in 2025 | Non-profit financial stewardship; community impact and governance experience |
Fixed Compensation
Multi-year cash compensation for Christopher J. Pribula:
| Metric | FY 2023 | FY 2024 | FY 2025 |
|---|---|---|---|
| Base Salary ($) | 393,308 | 400,000 | 407,500 |
| Actual Bonus Paid ($) | 80,000 | 80,000 | 80,000 |
| All Other Compensation ($) | 188,639 | 36,431 | 186,196 |
| Total Cash + Other ($) | 661,947 | 516,431 | 1,654,204 |
All Other Compensation (FY 2025 breakdown):
| Component | Amount ($) |
|---|---|
| 401(k) Employer Contributions | 10,575 |
| ESOP Allocation | 15,621 |
| Automobile Allowance | 9,000 |
| SERP Contribution | 151,000 |
| Total | 186,196 |
Notes:
- Target bonus opportunity under employment agreement: at least 20% of base salary (Pribula).
Performance Compensation
Equity awards granted in FY 2025:
| Award Type | Grant Date | Grant-Date Fair Value ($) | Vesting | Dividend Treatment | Notes |
|---|---|---|---|---|---|
| Restricted Stock Awards (RSAs) | Jan 29, 2025 | 499,163 | Five approximately equal installments starting Jan 29, 2026 | Dividends on unvested RS deferred until vest; paid upon vest | |
| Stock Options | Jan 29, 2025 | 481,345 | Five approximately equal installments starting Jan 29, 2026 | No dividends; no dividend equivalents | |
| Performance Features (Plan) | — | — | Committee may set performance goals; double-trigger change in control vesting; minimum 1-year vesting (95% of awards) | Clawback under Dodd-Frank §954 and company policy | Options must be at or above FMV; repricing/cash buyouts prohibited without shareholder approval |
Vesting schedule dates for 2025 awards (pro-rata): Jan 29, 2026; Jan 29, 2027; Jan 29, 2028; Jan 29, 2029; Jan 29, 2030.
Equity Ownership & Alignment
Beneficial and indirect ownership (as of Sep 22, 2025):
| Category | Shares |
|---|---|
| Total beneficial ownership | 74,279 |
| Ownership % of outstanding | <1% (asterisked in proxy) |
| Unvested restricted stock included | 39,933 |
| ESOP allocated | 3,029 |
| 401(k) plan trust | 20,817 |
| Spouse | 1,000 |
| Children | 500 |
| Options exercisable within 60 days | Not disclosed for Pribula (director counts only cited) |
Policies and alignment signals:
- Insider Trading Policy prohibits short sales, put and call options (2025 proxy); 2024 proxy prohibits all derivative or hedging transactions (including collars, futures, forwards, swaps), indicating stricter prior language.
- Equity plan references hedging/pledging policy restrictions and clawback application to awards.
- Director compensation note: executives (including Pribula) did not receive director fees.
Employment Terms
| Term | Detail |
|---|---|
| Agreement term | Ends Sep 19, 2027; auto-renews each anniversary to maintain a 3-year term unless non-renewal notice; extends to minimum 2 years post change in control. |
| Target cash bonus | At least 20% of base salary. |
| Severance (no cause / good reason) | Greater of: (1) remaining base salary + total annual bonus opportunity for remaining term (bonus measured by highest of last 3 years), or (2) 2× (base salary + average bonus of last 3 years); plus up to 18 months COBRA reimbursement. |
| Change-in-control (double trigger) | 3× (base salary in effect or higher last 3-year figure + average total incentive bonus of last 3 years, or target bonus for year of change if greater) and lump sum equal to 36 months of healthcare (COBRA). |
| Good reason definition | Includes material pay reduction, material reduction in authority/duties, failure to re-appoint/elect to board roles, relocation >20 miles, material breach. |
| Non-compete / non-solicit | 1-year post-termination (other than change in control); 6–24 months post-change-in-control (mutually agreed). |
| Deferred compensation | Eligible under Deferred Compensation Plan; distributions typically in equal quarterly installments over 10 years (varies by election). |
| SERP | New SERP with annual credits; 100% vested; 2025 contribution $151,000 for Pribula; distributions over 20 years post separation; forfeiture for cause. |
| Pension Plan | Frozen April 30, 2023; historically eligible on same basis as other employees. |
| 280G cutback | Payments reduced if it leaves executive financially better off (after-tax) than paying excise tax. |
Board Governance
- Board service: Director since 2018; non-independent due to executive status.
- Committee roles: None; standing committees are fully independent (Audit, Compensation, Nominating & Corporate Governance).
- Board/committee meetings: SR Bancorp Board met 12 times in FY 2025; no director attended less than 75% of meetings/committees; Audit (5), Compensation (4), Nominating & Corporate Governance (1).
- Board leadership/dual-role implications: Holding company separates Chair and CEO (enhances independence); at Bank level, CEO also serves as Chairman (continuity and alignment with strategic plan). Pribula’s dual role as President & COO and director reduces independence and concentrates management influence at Board level; mitigated by committee independence.
Director Compensation
- Executives (Orbach, Pribula, Taylor) received no compensation in their capacity as directors in FY 2025 and FY 2024.
- Non-employee director structure (context): per meeting fee $4,400 (2025) and committee fee $750; committee chair monthly stipends ($350 Audit; $300 Compensation; $300 Nominating & Corporate Governance); initial one-time equity grants in FY 2024 to non-employee directors vest 20% per year.
Compensation Structure Analysis
- Mix shift and equity introduction: Significant equity grants added in FY 2025 (RSAs $499k, options $481k), increasing at-risk, long-term alignment versus prior years with cash-only comp; vesting over five years indicates retention intent.
- Guaranteed vs at-risk: Base salary increased modestly (2023→2025); equity and SERP contributions elevate deferred/at-risk elements; cash bonus held flat at $80,000 through 2023–2025.
- Plan protections: No option repricing or cash buyouts without shareholder approval; minimum vesting and double-trigger change-in-control vesting; dividends on RS deferred until vest; clawback policy applies.
- Bonus target clarity: Employment agreement provides a minimum bonus target (20% of base), but actual performance metrics for annual bonuses are not disclosed in the proxies.
Risk Indicators & Red Flags
- Hedging policy inconsistency: 2024 Insider Trading Policy explicitly bans derivative/hedging transactions (including collars, futures, forwards, swaps), while 2025 proxy states the company does not have anti-hedging policies for directors/executives—introduces governance clarity risk.
- Executive influence and independence: As a non-independent director and President & COO, Pribula’s board presence reduces independent oversight; mitigated by separated Chair/CEO at holdco and independent committees.
- Golden parachute economics: 3× salary+bonus plus 36 months healthcare under change-in-control could create sale-related incentive misalignment if not balanced by rigorous performance and board oversight.
- Related-party transactions: None disclosed involving Pribula; Orbach-related branch leases disclosed (context for board oversight).
Equity Ownership & Alignment Details
| Alignment Topic | Status |
|---|---|
| Stock ownership guidelines | Not disclosed in proxies. — |
| Compliance with guidelines | Not disclosed. — |
| Pledging of company stock | Not specifically disclosed for Pribula. — |
| Hedging/derivatives | 2024: prohibited; 2025: proxy states no anti-hedging policy for directors/executives. |
| Beneficial ownership transparency | Detailed breakdown of direct/indirect, ESOP, 401(k) trust, family holdings provided. |
Investment Implications
- Retention and supply overhang: Five-year vesting starting Jan 29, 2026 for both RSAs and options suggests steady annual vesting supply into the market; monitor Form 4 filings around vest dates for potential selling pressure and liquidity signals.
- Alignment vs protection: Long-dated vesting and clawbacks align pay with long-term performance; robust change-in-control economics (3× salary+bonus + 36 months healthcare) may bias toward strategic transactions—assess board independence and shareholder protections given Pribula’s non-independent director status.
- Governance watch: The apparent shift from explicit hedging prohibitions (2024) to stating no anti-hedging policy (2025) merits engagement on current hedging/pledging restrictions to ensure investor alignment.
- Cash/equity mix evolution: Introduction of substantial equity in FY 2025 and continued SERP funding indicate a move toward deferred/at-risk pay, supporting retention but adding deferred comp liabilities; evaluate capital allocation impact and dilution under the 2024 Equity Incentive Plan reserve (14% of offering).
Citations: All facts and figures are drawn from SRBK DEF 14A proxies dated Oct 17, 2024 and Oct 20, 2025, with bracketed references in [document_id:chunk_idx] format throughout.