Julie Sharff
About Julie Sharff
Julie Sharff, CPA, serves as Chief Financial Officer of Texas Community Bancshares (TCBS) and Broadstreet Bank, SSB, having held the CFO role since 2004 and been employed by the bank since 1997 across finance and management functions . She is 57 years old as of December 31, 2023 and is responsible for finance and accounting, SEC reporting, risk analysis, and auditor/regulatory relations, having previously practiced public accounting for five years . She notified TCBS of her resignation as CFO effective December 1, 2025; she will continue as a full‑time employee until February 20, 2026 and then serve as a consultant through May 8, 2026 under a transition agreement . Annual incentive compensation is tied to Broadstreet Bank’s net income and executive tenure, with design disclosed in the proxy .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Broadstreet Bank (formerly Mineola Community Bank) | Chief Financial Officer | Since 2004 → resigns Dec 1, 2025 | Leads finance, accounting, SEC reporting, risk analysis, and auditor/regulatory relations |
| Broadstreet/Mineola Community Bank | Management roles prior to CFO | Since 1997 | Progressive management responsibilities prior to CFO appointment |
| Public Accounting | CPA | ~5 years prior to banking | External audit/financial reporting experience |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Mineola Community Bank | Advisory Director | Disclosed 2022 | Advisory director designation |
| Broadstreet Bank | Advisory Director | Disclosed 2023 | Advisory director; received director fees included in All Other Compensation |
Fixed Compensation
| Metric | 2020 | 2021 | 2022 | 2023 | 2024 |
|---|---|---|---|---|---|
| Base Salary ($) | 115,800 | 118,800 | 159,000 | 162,300 | 179,478 |
| All Other Compensation ($) | 50,475 | 52,041 | 73,090 | 158,497 | 44,797 |
Notes:
- 2024 employment agreement specifies current base salary of $179,478 for Ms. Sharff, subject to increases by the Board/Comp Committee; agreement includes participation in bonus plans and perquisites such as reimbursement of Lions Club dues .
Performance Compensation
Annual Cash Bonus Design and Payouts
- Design: Annual incentive compensation is based on Broadstreet Bank net income and executive tenure .
| Year | Design Metric(s) | Actual Bonus ($) |
|---|---|---|
| 2020 | Net income + tenure | 24,511 |
| 2021 | Net income + tenure | 20,196 |
| 2022 | Net income + tenure | 28,620 |
| 2023 | Net income + tenure | 29,268 |
| 2024 | Net income + tenure | 32,306 |
Equity Awards – Restricted Stock (RSUs)
| Attribute | Details |
|---|---|
| Grant Date | Feb 28, 2023 |
| Shares Granted | 15,637 |
| Grant-Date Fair Value | $245,032 computed under FASB ASC 718 (grant date price $15.67) |
| Vesting | Five approximately equal installments; first vested Feb 28, 2024 |
| Unvested at 12/31/2023 | 15,637 shares; market value $220,794 at $14.12 |
| Unvested at 12/31/2024 | 12,510 shares; market value $190,778 |
| Dividend Policy | No dividends paid until vesting under 2022 Equity Plan |
Equity Awards – Stock Options
| Attribute | Details |
|---|---|
| Grant Date | Feb 28, 2023 |
| Options Granted | 39,093 |
| Exercise Price | $15.67 |
| Expiration Date | Feb 28, 2033 |
| Valuation | FASB ASC 718 using binomial model |
| Vesting | Five approximately equal installments; first vested Feb 28, 2024 |
| Status 12/31/2023 | 39,093 unexercisable |
| Status 12/31/2024 | 7,818 exercisable; 31,275 unexercisable |
| Repricing | Prohibited without stockholder approval per 2022 Equity Plan |
Equity Ownership & Alignment
| As of | Total Beneficial Ownership (Shares) | % of Outstanding | Composition/Notes |
|---|---|---|---|
| March 27, 2025 | 84,019 | 2.7% of 3,061,652 shares | Includes 25,000 shares in 401(k), 25,000 spouse IRA, 3,656 ESOP, 15,637 RSUs, and 15,636 options exercisable within 60 days; none of the named individuals has pledged shares |
Policies and trading constraints:
- Anti‑hedging policy prohibits directors, officers, employees and related persons from hedging TCBS stock via derivatives .
- Pledging is prohibited with limited Board‑approved exceptions; margin use and borrowing against accounts holding Company securities are disallowed .
- Blackout periods restrict trading by SVP+ and Accounting personnel from the 20th day of the last month of each quarter until the end of the first full trading day after earnings release; additional temporary blackouts may be instituted .
- Equity plan requires double‑trigger change‑of‑control vesting and subjects awards to clawbacks, insider trading policy, and hedging/pledging restrictions .
Employment Terms
| Provision | Key Terms |
|---|---|
| Employment Agreement (pre‑transition) | One‑year term auto‑renews annually; change‑in‑control extends term to expire no less than two years post‑CoC |
| Base Salary (Agreement) | $179,478 current for Ms. Sharff (increaseable, not decreaseable by Board/Comp Committee) |
| Bonus Eligibility | Participates in Bank bonus plans; discretionary bonuses possible per Compensation Committee |
| Severance (qualifying termination without cause or resignation for good reason) | One times base salary plus highest annual cash bonus earned in prior three calendar years; COBRA reimbursement up to 12 months |
| Transition Agreement (entered Nov 10, 2025) | Resigns as CFO Dec 1, 2025; continues full‑time as SVP until Feb 20, 2026; retire effective Feb 20, 2026; then consultant Feb 21–May 8, 2026 |
| Pay during transition | Current base pay through Dec 31, 2025; total salary of $20,000 for Jan 1–Feb 20, 2026, payable in two installments |
| Consulting compensation | Two $25,000 installments (first by May 15, 2026; second by Sept 15, 2026), with second payment reducible by Audit Committee in case of material restatement causing a Form 8‑K before Sept 11, 2026 |
| Retention payment | $100,000 lump sum after execution and non‑revocation of release; paid on first payroll date following effectiveness |
| Benefits & insurance | Eligibility for all employee benefits through retirement; split‑dollar life insurance coverage amended to continue post‑retirement |
| Equity treatment at retirement | Forfeiture of all unvested restricted stock and unexercisable stock options as of Feb 20, 2026; vested options exercisable per the 2022 Equity Plan |
| Post‑employment restrictions | Non‑solicitation during employment under Transition Agreement and for one year thereafter; confidentiality and non‑disparagement provisions; independent contractor status for consulting |
| Clawback framework | Equity plan awards subject to clawbacks under Dodd‑Frank and company policy; consulting second payment subject to reduction upon restatement |
Compensation Structure Observations
- 2023 featured significant equity grants (RSUs $245,032 and options $240,031), whereas 2024 had no new equity awards for Ms. Sharff, shifting her mix toward cash compensation year‑over‑year .
- Equity awards are time‑based vesting with double‑trigger change‑of‑control vesting under the plan, limiting windfalls and aligning vesting with retention and transactional outcomes .
- Incentive bonuses are formulaically linked to net income and tenure—economically tied to Bank performance but without disclosed weightings or thresholds—implying moderate pay‑for‑performance linkage .
Board Governance and Committees
- Compensation Committee membership (2024): Kerry Nan Saucier, Johnny Sherrill, Robert L. Smith III (Chair), Bryan Summerville, Glen Thurman; meetings held: 4 in 2023 .
- Compensation Committee membership (2025): Robert L. Smith III (Chair), Kerry Nan Saucier, Johnny Sherrill, Bryan Summerville, Glen Thurman; meetings held: 7 in 2024 .
Performance & Track Record Notes
- CFO certifications: Ms. Sharff signed SOX 302 certification for the FY 2023 Form 10‑K, affirming disclosure controls and financial reporting reliability .
- Leadership transition: company disclosed CFO succession to Jason McCrary effective upon her retirement as CFO; McCrary’s background and appointment are detailed in Item 5.02 .
Equity Awards Outstanding Detail (Reference Tables)
| As of 12/31/2023 | Options Unexercisable | Strike | Expiry | RSUs Unvested | Market Value Basis |
|---|---|---|---|---|---|
| Ms. Sharff | 39,093 | $15.67 | 02/28/2033 | 15,637 | $14.12/share (Dec 29, 2023) |
| As of 12/31/2024 | Options Exercisable | Options Unexercisable | Strike | Expiry | RSUs Unvested |
|---|---|---|---|---|---|
| Ms. Sharff | 7,818 | 31,275 | $15.67 | 02/28/2033 | 12,510 |
Investment Implications
- Alignment: Ms. Sharff’s 84,019‑share beneficial stake (2.7% of outstanding) alongside RSUs and near‑term exercisable options indicates meaningful ownership; anti‑hedging and restricted pledging policies further strengthen alignment, and none of the named individuals have pledged shares as of March 27, 2025 .
- Near‑term equity dynamics: All unvested equity and unexercisable options will be forfeited at retirement on February 20, 2026, while vested options remain exercisable per plan terms—reducing future equity overhang tied to her awards and limiting insider‑selling pressure from unvested tranches .
- Retention and accountability: Transition economics include $20,000 bridge salary, $100,000 retention payment contingent on release, and $50,000 consulting payments with an explicit restatement reduction mechanism—signaling governance focus on continuity and clawback‑style accountability .
- Change‑of‑control risk: Equity plan double‑trigger vesting and employment agreement CoC extension balance retention with shareholder protections; severance calibrated at 1x base plus highest recent bonus limits parachute inflation risk .
- Compensation mix trend: The shift from substantial 2023 equity grants to no new equity grants in 2024 lowered at‑risk long‑term equity exposure for Ms. Sharff ahead of her announced transition, an expected pattern for a retiring executive .