Jason Sobel
About Jason Sobel
Jason Sobel (age 47) is President and Chief Executive Officer of Texas Community Bancshares (TCBS) since November 2023 and previously served as President of Broadstreet Bank since March 2023. He holds an MBA from Southern Illinois University and brings commercial lending and leadership experience from Prosperity Bank (Senior Loan Officer and Regional President) and Regions Bank (Chairman’s Club award; top 10% of 13,000 employees). Under his leadership, TCBS has shown improving profitability: quarterly net income rose to $643,000 in Q1 2025 and $678,000 in Q2 2025, while net interest income increased year over year to $3.33 million in Q1 2025 and held at $3.17 million in Q2 2025 as balance sheet repositioning and expense control took hold .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Prosperity Bank | Senior Loan Officer; Regional President (Tyler) | Not disclosed | Built high-performing teams; commercial lending expertise |
| Regions Bank | Commercial banking; Chairman’s Club award | Not disclosed | Top 10% performance among ~13,000 employees |
| Fortune 500 companies (two) | Management roles | Not disclosed | Leadership and management development |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Texas Community Bancshares Board | Director | Since Nov 2023 | Management director; not independent under Nasdaq standards |
| Other public company boards | — | — | None disclosed in TCBS proxy |
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Base salary ($) | 176,420 | 250,000 |
| Target bonus (%) | Not disclosed | Not disclosed |
| Actual bonus paid ($) | 42,642 | 62,500 |
| Director fees included in comp ($) | — | 24,000 (included in All Other Compensation) |
| All other compensation ($) | 111,003 | 66,034 |
| Total compensation ($) | 330,065 | 1,076,916 |
All Other Compensation detail (2024):
- 401(k) match: $8,157; ESOP allocation: $11,553; Deferred comp interest: $2,096; Auto allowance: $12,000; Telephone/social allowance: $7,200; Club dues: $1,028; Director fees: $24,000; Total: $66,034 .
Performance Compensation
Annual incentive (cash bonus)
| Metric | Weighting | Target | Actual | Payout | Notes |
|---|---|---|---|---|---|
| Broadstreet Bank net income | Not disclosed | Not disclosed | Not disclosed | 62,500 (2024) | Bonus based on Bank net income and executive tenure |
| Executive tenure | Not disclosed | Not disclosed | Not disclosed | Included above | As per plan design |
Long-term equity awards (granted 2024)
| Instrument | Grant date | Shares/Options | Grant-date fair value ($) | Vesting | Strike | Expiration |
|---|---|---|---|---|---|---|
| Restricted Stock (RS) | 02/28/2024 | 23,455 total; 18,764 unvested at 12/31/24 | 322,506 | Five approximately equal annual installments; first vested 02/28/2024 | — | — |
| Stock Options | 02/28/2024 | 58,639 total; 11,727 exercisable; 46,912 unexercisable (12/31/24) | 375,876 | Five approximately equal annual installments; first vested 02/28/2024 | 13.75 | 02/28/2033 |
Notes:
- RS fair value per share based on $13.75 closing price on grant date .
- Option fair value determined under FASB ASC 718; actual realized value depends on stock price at exercise .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total beneficial ownership | 51,673 shares (1.7% of outstanding; base 3,061,652 shares) |
| Composition (footnote) | Includes 5,452 shares in IRA; 861 ESOP-allocated shares; 23,455 restricted shares; and 23,455 options exercisable within 60 days (as defined) |
| Unvested equity outstanding (12/31/24) | RS: 18,764 shares ($286,151 market value); Options: 46,912 unexercisable |
| Exercisable options (12/31/24) | 11,727 options |
| Pledging | None of the named individuals has pledged their shares |
| Hedging policy | Company prohibits hedging/derivative transactions by directors, officers, employees (and related persons) |
| Ownership guidelines | Not disclosed in proxy |
Employment Terms
| Term | Detail |
|---|---|
| Employer/Agreement | Broadstreet Bank employment agreement |
| Initial term/renewal | Two-year term expiring Oct 1, 2026; auto-renews for 1 year unless Board notice ≥6 months before end; CIC auto-extends to at least 2 years from CIC date |
| Base salary | $250,000; Board may adjust |
| Benefits/perqs | Eligible for bonus plans/benefits; monthly allowances for social, cell phone, auto; reasonable business expense reimbursement |
| Termination (for cause/without good reason) | Accrued Obligations only (unpaid salary/expenses/PTO, prior-year earned incentive, vested benefits) |
| Termination w/o cause or for good reason (non‑CIC) | Lump sum = Accrued Obligations + base salary and highest recent bonus for remaining term; up to 12 months COBRA reimbursement |
| CIC severance (double trigger within 2 years) | Lump sum = Accrued Obligations + 2.5× base salary + average bonus (prior 3 years); up to 18 months COBRA |
| Good reason (summary) | Material reduction in pay/incentive opportunity; material diminution of duties; relocation >35 miles; material breach |
| Restrictive covenants | One-year non-solicitation post-termination |
| Disability/Death | Accrued Obligations; LTD benefits (if applicable) or Accrued Obligations to beneficiaries |
| Deferred Incentive Plan | Plan terminated Dec 31, 2023; balances paid Feb 10, 2025; vested per plan rules; interest credited at Bank ROE |
Board Governance
- Role and independence: Sobel is a management director and not independent; the Board determined all directors are independent except Jason Sobel and Anthony R. Scavuzzo .
- Leadership structure: Independent Chairman (Glen Thurman); roles of Chair and CEO are separated to enhance oversight .
- Committees and roles: Committee membership is independent; Sobel is not listed as a member of Audit, Compensation, or Nominating and Corporate Governance .
- Committee chairs and meetings (2024): Audit (Chair: James B. Harder; 6 meetings); Compensation (Chair: Robert L. Smith III; 7 meetings); Nominating (Chair: Glen Thurman; 2 meetings) .
- Attendance: No director attended fewer than 75% of Board/committee meetings (2024) .
Director Compensation (as applicable to a management director)
- Employee directors’ director fees are paid by Broadstreet Bank; Mr. Sobel’s All Other Compensation for 2024 includes $24,000 in director fees .
- Non-employee directors received $24,000 in cash fees in 2024; no equity grants to directors were reported for 2024 .
Performance & Track Record
| Metric | Q1 2024 | Q1 2025 | Q2 2025 |
|---|---|---|---|
| Net income (loss) ($000) | (2,685) | 643 | 678 |
| Net interest income ($000) | 2,963 | 3,328 | 3,174 |
- Strategic actions: 2023–2024 balance sheet restructuring (securities sales; residential loan sales/marks) to redeploy into higher-yielding commercial assets and reduce interest rate risk; management cites efficiency gains and expense control contributing to improved earnings trajectory -.
- Capital/repurchases: Shareholder equity increased in 1H 2025 despite repurchases (84,500 shares repurchased for $1.3 million YTD through Q2); Bank remains well-capitalized (leverage ratio ~11.3% at 6/30/25) .
- Asset quality watch items: Two nonaccrual relationships (~$9.0 million) with LTVs <65% (multi-family; land development) placed on nonaccrual in Q2 2025; provision built accordingly -.
Compensation Structure Analysis
- Mix shift toward equity in 2024: Introduction of significant RS and option grants ($322,506 and $375,876 grant-date fair values, respectively), increasing at-risk, equity-linked pay versus 2023 (no LT equity) .
- Annual bonus tied to Bank profitability: Bonus formula references Broadstreet Bank net income and tenure; absence of granular weights/targets reduces transparency around pay-for-performance rigor .
- Governance protections: Anti-hedging policy in place; no pledging indicated for named insiders—both supportive of alignment .
- Change-in-control economics: Double-trigger 2.5× salary+bonus for CEO; meaningful but not excessive relative to market norms for community banks; includes health-benefit continuation (18 months) .
Vesting Schedules and Potential Selling Pressure
- RS vesting: Five approximately equal annual installments; first vest on 02/28/2024; 18,764 RS unvested at 12/31/2024 ($286,151), implying continued annual deliveries that may create periodic liquidity events .
- Options vesting: Five approximately equal annual installments; 11,727 options exercisable and 46,912 unexercisable at 12/31/2024; strike $13.75; expiration 02/28/2033. If in-the-money, exercises could generate selling to cover taxes/cash needs .
Say-on-Pay & Shareholder Feedback
- 2025 Annual Meeting: Stockholders voted on one director and auditor ratification; no say-on-pay item disclosed in Form 8-K results .
Risk Indicators & Red Flags
- Hedging/pledging: Hedging prohibited; no pledging by named insiders—no misalignment signal there .
- Equity award modifications/repricings: None disclosed .
- Related party transactions / low say-on-pay: Not disclosed in the cited sections - .
- Portfolio credit watch: Elevated nonaccruals tied to two relationships (but reportedly well-collateralized) -.
Investment Implications
- Alignment: Introduction of multi-year RS and option awards, prohibition on hedging, and absence of pledging support alignment with long-term shareholder value; periodic RS vesting and potential option exercises could produce episodic insider selling pressure but also reinforce performance-linked pay .
- Retention/contract risk: CEO agreement features auto-renewal and competitive severance; double-trigger 2.5× CIC multiple and healthcare continuation reduce flight risk during strategic transitions or M&A .
- Execution: Early evidence of operational improvement under Sobel—net income progression, NII resilience, cost discipline—suggests credible execution of the balance sheet and commercial mix strategy, though emerging nonaccruals warrant monitoring -.
- Governance: Separation of Chair/CEO with independent committees mitigates dual-role concerns; management director status (non‑independent) is balanced by an independent Chair and committee structure .