David M. Orbach
About David M. Orbach
David M. Orbach is Executive Chairman of SR Bancorp, Inc. and Executive Vice Chairman of Somerset Regal Bank. He has served as Chairman of SR Bancorp’s Board since the company’s 2023 conversion/merger; age 51; director since 2023. He holds a B.A. in Economics from CUNY Queens College and a J.D. from the Benjamin N. Cardozo School of Law . Orbach founded Regal Bank (lead organizer) and served as Executive Chairman of Regal Bancorp/Regal Bank until their merger into SR Bancorp in 2023; he joined SR Bancorp on September 19, 2023 . The Board determined he is not independent (executive officer). Board chair and CEO roles are separated at the holding company; Orbach chairs the board while William P. Taylor serves as CEO .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Regal Bancorp, Inc. | Executive Chairman | Through 2023 (pre-merger) | Led governance and strategy; oversaw pre-merger operations |
| Regal Bank | Executive Chairman | 2011–2023 | Lead organizer/founder; grew NJ community banking footprint |
| Gallant Funding, L.P. | Managing Partner & Founder | 2005–2011 | Mezzanine/bridge lending in NJ/NY CRE markets |
| NorCrown Bank | VP & General Counsel; Director & Corporate Secretary | Prior to Gallant | Legal/governance leadership at community bank |
| Pryor Cashman Sherman & Flynn LLP | Associate, Real Estate | Prior to NorCrown | Legal experience in NYC real estate practice |
External Roles
- Involved with numerous charitable and non-profit organizations and serves as a board member within several of these organizations (specific entities not disclosed) .
Board Service History, Committees, and Dual-Role Implications
- Board Chair, SR Bancorp (non-independent); separated from CEO role at holding company, which enhances board oversight; at bank level, CEO also chairs the bank board (Taylor), maintaining continuity per the board’s risk oversight rationale .
- Committees: Orbach is not listed as a member of Audit, Compensation, or Nominating & Corporate Governance; all committee members are independent .
- Board attendance: SR Bancorp board met 12 times in fiscal 2025; no director attended fewer than 75% of meetings (supports governance engagement) .
Fixed Compensation
| Metric | FY 2024 | FY 2025 |
|---|---|---|
| Base Salary ($) | $295,675 | $382,502 |
| Target Bonus % of Salary | At least 20% (employment agreement) | At least 20% (employment agreement) |
| Actual Bonus Paid ($) | $57,877 | $75,000 |
| All Other Compensation ($) | $28,981 | $90,196 |
| All Other Detail (401k, ESOP, Auto, SERP) ($) | 401k: $8,164; ESOP: $13,567; Auto: $7,250 | 401k: $10,575; ESOP: $15,621; Auto: $9,000; SERP: $55,000 |
Performance Compensation
| Component | Grant Date | Quantity | Grant-Date Fair Value ($) | Vesting | Performance Metrics | Notes |
|---|---|---|---|---|---|---|
| Restricted Stock | Jan 29, 2025 | 38,032 shares (calc. from value/price) | $475,400 | 5 equal installments starting Jan 29, 2026 | Not disclosed for this award (time-based vesting) | Grant price reference $12.50/share |
| Stock Options | Jan 29, 2025 | Not disclosed (fair value basis) | $458,424 | 5 equal installments starting Jan 29, 2026 | Not disclosed for this award (time-based vesting) | Options must be ≥ FMV; max 10-year term per plan |
- Equity Plan design: Double-trigger change-in-control vesting; no option repricing/cash buyouts without shareholder approval; minimum one-year vesting for ≥95% of awards; awards subject to Company clawback policy including Dodd-Frank 954; dividends on unvested awards are deferred until vesting .
- Bonus metrics: Employment agreements provide eligibility and target percent; specific annual performance metrics (e.g., revenue/EBITDA/TSR) for named executive bonuses are not disclosed .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total Beneficial Ownership | 203,561 shares; 2.34% of outstanding |
| Shares Outstanding (record date) | 8,707,164 (Sept 22, 2025) |
| Ownership Breakdown | Includes 7,500 shares held by children; 3,029 shares via ESOP |
| Unvested Restricted Stock | 38,032 shares (included in beneficial ownership) |
| Options (Exercisable/Unexercisable) | Not disclosed for Orbach (director option counts disclosed only for non-employee directors) |
| Stock Ownership Guidelines | Not disclosed |
| Pledging/Hedging | 2024 Equity Plan subjects awards to hedging/pledging policy restrictions; 2025 Proxy states no anti-hedging policy applies to directors/executive officers, but Insider Trading Policy prohibits short sales, put/call options |
Vesting Schedule – Restricted Stock (Projected)
| Vest Date | Shares Vesting |
|---|---|
| Jan 29, 2026 | ~7,606 (38,032 ÷ 5) |
| Jan 29, 2027 | ~7,606 |
| Jan 29, 2028 | ~7,606 |
| Jan 29, 2029 | ~7,606 |
| Jan 29, 2030 | ~7,606 |
Employment Terms
| Term | Key Provision |
|---|---|
| Agreement Term | Expires Sept 19, 2027; auto-renews annually to maintain 3-year term unless non-renewal notice; CIC extends term to expire ≥2 years post-CIC |
| Target Bonus | At least 20% of base salary |
| Severance (no CIC) | Greater of: (1) remaining term salary + total annual bonus opportunity (based on highest bonus in prior 3 years), or (2) 2x (base salary + average bonus for prior 3 years); plus up to 18 months COBRA reimbursement |
| Severance (with CIC + qualifying termination) | 3x (base salary + average annual total incentive bonus for prior 3 years or target for year of CIC, if greater); plus lump sum equal to 36 months of health care (COBRA equivalent) |
| Good Reason (definition) | Includes material reduction in salary/incentives; material reduction in authority/duties; failure to re-appoint/elect; relocation >20 miles; material breach |
| Non-Compete / Non-Solicit | 1 year post-termination (non-CIC); CIC period mutually agreed but 6–24 months |
| 280G Treatment | “Best net” cutback after valuing non-compete/non-solicit; no gross-up disclosed |
Performance & Track Record
- Strategic transactions: Oversaw SR Bancorp’s mutual-to-stock conversion and closing of the Regal Bancorp merger in Sept 2023; SRBK listing on Nasdaq (SRBK) followed; Orbach joined SRBK as Executive Chairman at closing .
- Capital actions: Under his board leadership, SRBK adopted a 10% stock repurchase program (Sept 20, 2024) and a second 10% program (July 8, 2025) .
- Capital return: Initiated and continued quarterly dividends ($0.05/share in 2025) .
Related Party Transactions (Governance Red Flags)
- Somerset Regal Bank leases three branch facilities in which Orbach’s spouse and siblings have ownership interests; lease payments totaled $272,000 (FY2024) and $236,000 (FY2025). Loans to directors/executives were made on market terms and in compliance with banking regulations .
Compensation Structure Analysis
- Shift toward equity: No equity grants in FY2024; significant RS and option awards granted on Jan 29, 2025, time-vested over five years—indicative of retention-focused design rather than strict performance-based PSUs .
- At-risk pay: 2025 equity awards and bonus increase total compensation to $1.48M from $0.38M in 2024, increasing equity-linked pay share .
- Clawbacks and protections: Equity awards subject to clawback (Dodd-Frank 954) and strong plan guardrails (no repricing, double-trigger CIC vesting) .
- Hedging/pledging: Plan references restrictions; 2025 Proxy notes no formal anti-hedging policy for directors/executives but bans short sales/options via Insider Trading Policy—policy clarity should be monitored by investors .
Director Compensation (for completeness)
- Orbach received no director compensation in FY2025 (as an executive director). Non-employee directors received initial restricted stock (19,015 shares; vest 20% annually from Nov 21, 2025) and options (47,539 shares; vest 20% annually from Nov 21, 2025) under the 2024 Equity Plan .
Equity Incentive Plan Parameters (Investor-Grade Highlights)
- Share reserve: 1,331,110 shares (≈14% of offering; RS/RSU cap 4% with 3:1 fungibility to option pool) .
- Individual limits: Employees ≤25% of pool; non-employee directors ≤5% each, ≤30% in aggregate .
- Minimum vesting and double-trigger CIC vesting; no option repricing/cash buyouts without shareholder approval; dividends deferred until vesting .
Investment Implications
- Alignment and retention: Five-year time-vested RS and options (first vest Jan 29, 2026) create steady alignment and retention incentives; projected annual RS vesting (~7.6k shares/year) may introduce periodic liquidity/selling pressure windows, especially around vest dates and open trading windows .
- CIC economics: 3x CIC severance plus 36 months healthcare suggests meaningful “golden parachute” exposure; equity awards follow double-trigger vesting—monitor deal incentives if strategic transactions emerge .
- Governance watch items: Related-party branch leases with family interests (six figures annually) warrant continued scrutiny for independence and fair dealing; Orbach’s non-independence and board chair role offset by CEO/Chair separation at holding company .
- Policy clarity: The mix of clawback provisions, prohibitions on short sales/options, and the 2025 statement that the company lacks an anti-hedging policy for directors/executives is inconsistent with 2024 Equity Plan references to hedging/pledging restrictions—investors should seek updated policy disclosure and enforcement history .
- Capital return and signaling: Initiation of dividends and repeated buyback authorizations under current leadership indicate confidence in capital position and valuation; assess sustainability vs. loan growth and credit trends from periodic results .