John W. Mooney
About John W. Mooney
Independent director of SR Bancorp, Inc. (Somerset Regal Bank) since 2011; age 75. Retired specialty chemicals executive with 35 years’ experience across manufacturing, marketing, business development, and general management, including global P&L leadership. Education: BS Chemical Engineering (Rutgers), MBA (Rider) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| National Starch & Chemical Company | Various roles; seven years as General Manager with global P&L for ~$80M Personal Care unit; later VP, Business Development | ~33 years at firm (aggregate industry experience 35 years) | Global P&L leadership across U.S., Europe, Asia; commercial and operational oversight |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Central Jersey Housing Resource Center | Director; previously President (8 years) | Not disclosed | Non-profit board service |
| Samaritan Homeless Interim Program | Director | Not disclosed | Non-profit board service |
Board Governance
- Independence: Board determined Mooney is independent (only Orbach, Pribula, Taylor are not independent) .
- Committee assignments (FY2025): Audit (member), Compensation (member), Nominating & Corporate Governance (Chair) .
- Engagement/attendance: In FY2025 the SR Bancorp and Bank boards each met 12 times; no director attended fewer than 75% of Board and committee meetings. FY2024 similar disclosure (no director <75%) .
- Committee meeting cadence (FY2025): Audit (5), Compensation (4), Nominating & Corporate Governance (1) .
| Committee | Member | Chair | FY2025 Meetings |
|---|---|---|---|
| Audit | Yes | No | 5 |
| Compensation | Yes | No | 4 |
| Nominating & Corporate Governance | Yes | Yes | 1 |
Governance notes:
- Company-level Chair/CEO roles separated at HoldCo; double role at Bank level (Taylor) with rationale disclosed .
- Hedging policy changed: 2025 proxy states no anti-hedging policy (hedging not prohibited), whereas 2024 proxy prohibited hedging/derivatives—this reversal is a governance red flag for alignment .
Fixed Compensation (Director)
- Director fee policy (FY2025): $4,400 per Board meeting; $750 per committee meeting; monthly chair stipends — Audit $350, Compensation $300, Nominating & Corporate Governance $300 .
- FY2025 compensation (non-employee director):
| Metric | Amount (USD) |
|---|---|
| Fees Earned or Paid in Cash | $70,150 |
| Stock Awards (grant date fair value) | $209,926 (based on $11.04/share grant-date price; 20% vest annually from Nov 21, 2025) |
| Option Awards (grant date fair value) | $201,524 (Black‑Scholes; 20% vest annually from Nov 21, 2025) |
| Total | $481,600 |
Performance Compensation (Equity)
- 2024 Equity Incentive Plan approved; non‑employee directors received one‑time initial equity grants the day after the 2024 annual meeting (Nov 21, 2024) with five‑year, 20%/yr vesting; options 10‑year term; exercise price equals closing price on grant date; dividends on unvested RS deferred until vest .
- Plan features: double‑trigger change‑in‑control vesting (or vesting if awards not assumed), clawback per Dodd‑Frank 954, no repricing/buyouts of underwater options without shareholder approval; ≥1‑year minimum vesting (95% of awards) .
| Award | Grant Date | Quantity | Fair Value/Terms | Vesting | Expiration |
|---|---|---|---|---|---|
| Restricted Stock | Nov 21, 2024 | 19,015 shares | $209,926 fair value (at $11.04/share) | 20%/yr starting Nov 21, 2025 | N/A |
| Stock Options | Nov 21, 2024 | 47,539 options | $201,524 fair value (Black‑Scholes); exercise price = closing price on grant date | 20%/yr starting Nov 21, 2025 | 10 years from grant |
Performance metrics: None disclosed for director awards (time‑based vesting). Plan permits performance‑based awards generally .
Change‑in‑control: If not assumed, awards vest; if assumed, vest on involuntary termination/good reason; performance awards vest at greater of target or actual annualized run-rate .
Clawback: Plan subject to company clawback policy and Section 954 .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards | None disclosed (bio lists only non‑profits) |
| Prior public boards | Not disclosed |
| Private/Non‑profit boards | Central Jersey Housing Resource Center; Samaritan Homeless Interim Program |
| Interlocks with competitors/suppliers/customers | None disclosed |
Expertise & Qualifications
- Chemical industry operator with global P&L accountability for ~$80M business; deep commercial and operating experience .
- Functional strengths: manufacturing, marketing, business development, general management .
- Education: BS Chem Eng (Rutgers); MBA (Rider) .
Equity Ownership (Skin‑in‑the‑game)
| Metric | Amount |
|---|---|
| Beneficial ownership (9/22/2025) | 38,523 shares; <1% outstanding |
| Shares outstanding reference | 8,707,164 (9/22/2025) |
| Included unvested restricted stock | 19,015 shares (included in beneficial ownership) |
| Options exercisable within 60 days | 9,508 (counted in beneficial ownership) |
| Options outstanding (total) | 47,539 options (per director) |
| Options unexercisable (implied) | 38,031 (47,539 total – 9,508 exercisable) |
Ownership guidelines and pledging disclosure: No director stock ownership guidelines disclosed; no pledging disclosure provided. Hedging transactions are not prohibited as of 2025 (policy change vs 2024) — a misalignment risk .
Related‑Party/Conflict Check
- Insider loans: Permitted on market terms; all director/officer loans at 6/30/2025 were ordinary course, on substantially same terms as for non‑affiliates; performing and compliant .
- Other related transactions: Bank leases of three branches from entities with ownership interests of Executive Chair Orbach’s spouse/siblings ($236,000 rent in FY2025; $272,000 in FY2024). No Mooney‑specific related‑party transactions disclosed .
Insider Trades
| Item | Status |
|---|---|
| Section 16(a) compliance (FY2025) | Company states all required filers complied, based on review of reports and written representations |
| Section 16(a) compliance (FY2024) | Company states all required filers complied |
No Form 4 transaction details were provided in the proxy documents (not disclosed) .
Governance Assessment
- Strengths: Long‑tenured independent director with relevant operating expertise; chairs Nominating & Corporate Governance; sits on Audit and Compensation; no attendance or related‑party concerns specific to Mooney; meaningful equity exposure via 19,015 RS and 47,539 options granted under the 2024 plan .
- Alignment: Holds 38,523 shares (includes unvested RS and vested options within 60 days). Equity vests over five years, supporting retention. However, absence of disclosed ownership guidelines and the 2025 allowance of hedging diminish alignment optics .
- Red flags:
- Hedging policy reversal (prohibition in 2024; no anti‑hedging policy in 2025) weakens shareholder alignment safeguards (RED FLAG) .
- Board‑level related‑party branch leases with the Executive Chair’s family (not Mooney‑related) present ongoing conflict‑of‑interest optics requiring robust independent oversight .
- Signals: One‑time director equity grants following conversion are standard for converted thrifts; double‑trigger CIC vesting and clawback features are shareholder‑friendly; no evidence of repricing or discretionary director performance payouts .