Form 10-K/A Pioneer Bancorp, Inc./MD For: Jun 30

A “good reason” condition for purposes of each change in control agreement would include a material reduction in base salary, a material reduction in authority, duties or responsibilities associated with the executive’s position with Pioneer Bank, a relocation of the executive’s principal place of employment by more than 35 miles from Pioneer Bank’s main office or a material breach of the change in control agreement by Pioneer Bank.

Targeted Incentive Plan (TIP).  Pioneer Bank adopted the TIP for its executive officers who are approved annually by the board.  Each named executive officer is a participant in the TIP.  The TIP is designed to provide participants with incentives and motivation to increase Pioneer Bank’s profitability and growth while maintaining its safety and soundness.  The TIP provides annual incentive awards to participants based on overall bank-wide, department and/or individual performance goals established annually, which are determined by using performance history, peer data, market data and the Compensation Committee’s judgment based on previous experience and projected market conditions.  

Each participant can achieve annual incentive awards based on a percentage of base salary, depending on performance goals at certain percentages of achievement, ranging from 90% to 115% for the Chief Executive Officer and 90% to 110% for the other executive officers.  Each performance goal established is weighted.  The annual performance period under the TIP is a 12-month period ending on December 31 of each year (the “plan year”). The calculation of adjusted net income as applied to the performance goals for the plan year ended December 31, 2019 is net income under accounting principles generally accepted in the United States of America, excluding gains or losses on securities transactions and the contribution to the Pioneer Bank Foundation.  For the plan year ended December 31, 2019, the performance goals established were based on: (1) current year return on assets; (2) three-year return on assets; (3) core deposit growth; and (4) three-year return on assets compared to a peer group of all federally insured savings banks having assets between $300 million and $1.0 billion. The performance goals were equally weighted for each participant, except for the CEO, whose performance goals were weighted 15%, 40%, 15% and 30%, respectively, to be more focused on the long-term performance of Pioneer Bank. Furthermore, any annual incentive award payable under the TIP was contingent upon Pioneer Bank obtaining minimum performance goals related to net income and safety and soundness and the participant having satisfactory job performance during the plan year.  Each named officer’s annual incentive award opportunities for the plan year ended December 31, 2019, as a percentage of base salary, was 40%.

Each participant’s annual incentive award is payable in a cash lump sum as soon as practicable following the completion of the plan year, provided, however, that such payment will be made no later than two and one-half months following the end of the plan year.  A participant must be actively employed on the last day of the plan year in order to receive the annual incentive award.  Based on the foregoing, Messrs. Amell, Sarratori and Hughes earned $127,236, $51,432 and $49,621, respectively, under the TIP for the plan year ended December 31, 2019 and such bonuses were paid to Messrs. Amell, Sarratori and Hughes in February, 2020.

Board of Directors and Executive Employees Deferred Compensation Plan.  Pioneer Bank maintains the Pioneer Bank Board of Directors and Executive Employees Deferred Compensation Plan for directors and certain executives of Pioneer Bank who are designated to participate in the plan by the board.  Mr. Sarratori is the only named executive officer participating in the plan.  Participants may make an election on a deferral election form (the “election form”) to…