Thomas Lupo
About Thomas Lupo
Thomas Lupo is an independent director of SR Bancorp, Inc. (SRBK) with over 50 years in bank management, including service as President and CEO of Regal Bank and Regal Bancorp from their inception in 2007 until their merger into SR Bancorp/Somerset Regal Bank in 2023; he holds a BS in Accounting and Economics (Upsala College) and an MBA in Bank Management (Fairleigh Dickinson University). He is 73 years old (as of June 30, 2025) and has served on the SR Bancorp board since 2023; the board has affirmatively determined he is independent under Nasdaq listing standards . Lupo’s background emphasizes commercial lending and community banking leadership (including Chief Lending Officer roles), and he has served on industry boards such as Bankers Cooperative Group and NJ Bankers, and as President of the Community Bankers Association of New Jersey .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Regal Bank | President & CEO | 2007–2023 | Led institution from inception to merger; extensive commercial lending leadership |
| Regal Bancorp, Inc. | President & CEO | 2007–2023 | Executive leadership of holding company until 2023 merger |
| Various community banks | Chief Lending Officer/executive roles | Prior to 2007 (years not specified) | Built deep lending and credit experience |
External Roles
| Organization | Role | Notes |
|---|---|---|
| Bankers Cooperative Group | Board service (most recent) | Industry insurance/benefits consortium participation |
| NJ Bankers | Board service (most recent) | State banking association engagement |
| Community Bankers Association of New Jersey | President (prior) | State association leadership |
Board Governance
- Committee assignments: None; Lupo was not listed on Audit, Compensation, or Nominating & Corporate Governance Committees in 2024 or 2025 .
- Independence: Independent (Nasdaq standard) alongside other non-executive directors; executives Orbach, Pribula, Taylor are non-independent .
- Attendance: No director attended fewer than 75% of board and committee meetings in FY2025; all but one director attended the 2024 annual meeting .
- Board/Bank leadership structure: SR Bancorp separates Chair and CEO (enhancing oversight); combined Chair/CEO at the Bank level for continuity .
| Committee (FY2025) | Member? | Chair? |
|---|---|---|
| Audit | No | — |
| Compensation | No | — |
| Nominating & Corporate Governance | No | — |
Fixed Compensation
| Component ($) | FY2024 | FY2025 |
|---|---|---|
| Fees Earned or Paid in Cash | $54,250 | $66,500 |
| Total Cash | $54,250 | $66,500 |
| Director Fee Schedule | Amount | Frequency |
|---|---|---|
| Board meeting fee | $4,400 per meeting (was $4,300 in FY2024) | |
| Committee meeting fee | $750 per meeting | |
| Committee chair stipends | Audit: $350/month; Compensation: $300/month; Nominating & Corporate Governance: $300/month |
Performance Compensation
| Award Type | Grant Detail | Fair Value | Vesting | Other Key Terms |
|---|---|---|---|---|
| Restricted Stock | 19,015 shares (initial non-employee director award under 2024 Plan) | $209,926 (based on $11.04/share) | 20% per year starting Nov 21, 2025 (1st anniversary of grant) | Dividends withheld until vesting; voting rights prior to vesting; one-year minimum vesting for 95% of awards; double-trigger vesting on change in control (CoC) with involuntary termination; plan subject to clawback incl. Dodd-Frank 954 |
| Stock Options | 47,539 options (initial non-employee director award) | $201,524 (Black-Scholes) | 20% per year starting Nov 21, 2025 | Max 10-year term; exercise price at grant-date fair market value; prohibition on repricing/cash buyouts without shareholder approval; no dividends |
| Award Design Features (Plan) | Provision |
|---|---|
| Performance awards permitted | Committee may set performance goals; measures can be company-wide/unit-level, absolute/relative (peer/index/plan); exclusions for unusual items allowed |
| Change-in-control treatment | Double trigger: time-based awards vest on CoC plus involuntary termination; performance awards vest at greater of target or actual annualized performance if not assumed |
| Clawback policy | Awards subject to company clawbacks incl. Section 954 (Dodd-Frank) |
| Repricing | Prohibited without shareholder approval |
Other Directorships & Interlocks
- Public company boards: None disclosed in the proxy biographies; external roles reflect industry associations rather than public issuer boards .
Expertise & Qualifications
- Education: BS, Accounting & Economics (Upsala College); MBA, Bank Management (Fairleigh Dickinson University) .
- Technical/industry expertise: Commercial lending, community banking, executive management; prior Chief Lending Officer roles .
- Board qualifications: Banking and lending experience cited as valuable resource for the Board .
Equity Ownership
| Ownership Component | Amount | Notes |
|---|---|---|
| Total beneficial ownership | 52,523 shares; <1% of shares outstanding | |
| Unvested restricted stock | 19,015 shares included in ownership | |
| Options outstanding | 47,539 options (director award) | |
| Options exercisable within 60 days (as of 9/22/25) | 9,508 shares (applies to each named non-employee director) | |
| Shares pledged as collateral | Not disclosed | |
| Shares outstanding baseline | 8,707,164 (as of 9/22/25) |
Governance Assessment
- Strengths: Independent director with deep commercial banking and credit expertise; consistent meeting attendance; equity compensation governed by a plan with clawback provisions, minimum vesting, no repricing, and double-trigger CoC vesting, which aligns compensation governance with investor-friendly practices .
- Concerns and RED FLAGS:
- No anti-hedging policy applies to directors/officers in 2025 (“hedging transactions are not prohibited”), weakening alignment; although the insider trading policy prohibits short sales, put and call options, the explicit absence of a hedging policy is a governance gap versus 2024’s broader prohibition on derivatives/hedging .
- Not serving on any board committees limits direct involvement in audit, compensation, and governance oversight (committee roles are central to board effectiveness) .
- One-time, sizable director equity awards post-conversion (RS and options) vesting over five years may entrench incumbents; however, plan-imposed director award limits and vesting safeguards mitigate some risk .
Potential Conflicts or Related-Party Exposure
- Proxy disclosures do not identify any related-party transactions involving Thomas Lupo; loans to insiders are described as ordinary course and on market terms, and the only disclosed related-party transaction in FY2025 pertains to branch leases with ownership interests of Mr. Orbach’s family ($236,000 rent), down from $272,000 in FY2024 .