Edgar Romney Sr.
About Edgar Romney Sr.
Edgar Romney Sr., age 82, has served as a director of Amalgamated Financial Corp. since July 1995. He is Secretary‑Treasurer of Workers United (since July 2009), Vice President of SEIU (since September 2009), and sits on Workers United’s General Executive Board. His career began at the ILGWU in 1962 and progressed through senior leadership roles at ILGWU, UNITE, and UNITE HERE, including Executive Vice President and Secretary‑Treasurer positions, providing deep experience in labor governance and benefit fund oversight . The Board has determined he is not independent due to his employment with Workers United, which is the Company’s largest stockholder and a registered bank holding company .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| ILGWU | Shipping Clerk; Organizer/Business Agent (Local 99) | Began 1962; Organizer/Business Agent dates not specified | Ground-level union operations experience |
| ILGWU Local 23-25 | Director of Organization | 1976–1978 | Led organizing for largest ILGWU affiliate |
| ILGWU Local 23-25 | Assistant Manager; then Manager‑Secretary | Assistant Manager 1978–1983; Manager‑Secretary from 1983 | Local leadership, contract and grievance oversight |
| ILGWU | Vice President; Executive Vice President | VP by 1983; Executive VP in 1989 | First African American Executive VP; senior governance responsibilities |
| UNITE | Executive Vice President | 1995 | Senior leadership after ILGWU–ACTWU merger |
| UNITE | Secretary‑Treasurer | 2003 | Financial oversight of union operations |
| UNITE HERE | Executive Vice President | 2004–2009 | Post‑merger executive leadership |
| Change to Win Coalition | Secretary‑Treasurer | Sep 2003–2009 | Multi‑union coalition finance/governance |
| New York Metropolitan Area Joint Board | Manager | 2004 | Managed consolidated apparel unions in NYC area |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Workers United | Secretary‑Treasurer; General Executive Board | Since July 2009 | Union finance and governance leadership; board designee influence at AMAL |
| SEIU | Vice President | Since Sep 2009 | National union governance |
| Consolidated Retirement Fund (CRF) | Trustee | Current | Oversees multiemployer pension plan; AMAL is a participating employer; conflict‑mitigation via disinterested vote for CRF withdrawal decisions |
| Amalgamated Life Insurance Company | Board Member | Current | Interlock with principal CRF participant; supports benefit fund oversight |
Board Governance
- Independence: Not independent due to employment with Workers United; Workers United is the Company’s largest stockholder and a registered bank holding company. Board independence review confirmed Ms. Fox, Ms. Brown, Ms. Kelly, and Mr. Romney Sr. are not independent under Nasdaq rules .
- Committee Assignments (current): Chair, Trust Committee; Member, Credit Policy Committee . After the 2025 annual meeting, he remains Chair of Trust Committee and a member of Credit Policy Committee .
- Attendance: Board met 7 times in 2024; each director attended at least 75% of combined board and committee meetings. All directors attended the 2024 annual meeting virtually . In 2023, the board met 14 times with at least 75% attendance for each director .
- Designation Rights: Workers United Related Parties designated five directors including Mr. Romney Sr. to the Board, indicating concentrated stockholder influence in nominations .
- Committee Activity: Trust Committee met 4 times in 2024 under his chairmanship; Credit Policy met 7 times in 2024 .
Fixed Compensation
| Component | Policy / Amount | Notes |
|---|---|---|
| Annual cash retainer (non‑employee director) | $50,000 | Paid monthly |
| Board Chair retainer | $150,000 | Not applicable to Mr. Romney |
| Lead Independent Director retainer | $70,000 | Not applicable to Mr. Romney |
| Audit Committee | Member $10,000; Chair +$15,000 | Chair increase +$10,000 vs prior year |
| Compensation, Enterprise Risk, Nominating & Governance, Credit Policy, Trust | Member $5,000; Chair +$10,000 | Chair increases +$5,000 vs prior year; Executive Committee members $5,000 |
| Director | Fees Earned/Paid in Cash ($) | Stock Awards ($) | Option Awards ($) | All Other ($) | Total ($) |
|---|---|---|---|---|---|
| Edgar Romney Sr. | 72,083 | 50,003 | — | — | 122,086 |
Performance Compensation
- Annual equity grant: Each non‑employee director received RSUs with grant date fair value ≈$50,000 upon election at the annual meeting; RSUs vest on first anniversary; dividend equivalents accrue and are paid in cash upon vesting; forfeiture if director resigns prior to vesting .
- 2024 grant details (Mr. Romney Sr.): 1,954 RSUs granted on May 22, 2024 at $25.59 per share; expected to vest on May 22, 2025 .
| Award Type | Grant Date | Shares/Units | Grant‑Date Price | Fair Value | Vesting | Performance Metrics |
|---|---|---|---|---|---|---|
| RSU (Director Annual Grant) | May 22, 2024 | 1,954 | $25.59 | $50,003 | 1‑year cliff to May 22, 2025 | None disclosed (time‑based vesting) |
Other Directorships & Interlocks
| Entity | Nature | Details / Potential Interlock |
|---|---|---|
| Workers United Related Parties | Largest stockholder; board designee rights | Designated Mr. Romney Sr. as director; concentrated influence over nominations |
| Consolidated Retirement Fund (CRF) | Multiemployer pension fund | AMAL, Workers United affiliates, and Amalgamated Life are participating employers; Mr. Romney Sr. is a CRF trustee and participant; conflict‑mitigation: disinterested 2/3 board approval required for CRF withdrawal decisions; designated trustees (including Mr. Romney Sr.) would not vote on withdrawal/amendments detrimental to participants |
| Amalgamated Life Insurance Company | Benefit provider | Mr. Romney Sr. is a board member; ALIC is a principal CRF participant, creating governance interlocks with benefit funds tied to AMAL’s workforce |
Expertise & Qualifications
- Extensive union leadership and governance experience across ILGWU, UNITE, and UNITE HERE, with deep exposure to benefit fund oversight and fiduciary responsibilities .
- Current roles at Workers United and SEIU add labor relations and pension/benefit administration expertise valuable for Trust and Credit oversight .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | Notes |
|---|---|---|---|
| Edgar Romney Sr. | 14,681 | <1% (company presentation “*”) | Includes 1,954 RSUs vesting within 60 days and currently exercisable options where applicable |
| Options (currently exercisable) | 13,000 | n/a | Outstanding options; strike and expiry not disclosed in 2024/2025 proxy; prior LTIP options had strike $11.00–$14.65 across holders (program‑level) |
| RSUs vesting within 60 days | 1,954 | n/a | Included for all directors in beneficial ownership |
| Shares outstanding (record date) | 30,687,354 | — | Basis for beneficial ownership percentages |
| Workers United Related Parties | 11,471,913.98 | 37.38% | Concentrated control by largest stockholder |
Director Stock Ownership Guidelines: Directors must hold shares equal to three times their annual cash retainer (including committee chair/member retainers, excluding equity retainer and meeting fees). Until compliant, directors must retain 50% of “Net Shares” from annual equity grants. Qualifying shares include outright ownership, Company plans, net shares from unvested time‑based RSUs, and vested but unexercised options .
Governance Assessment
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Strengths
- Trust Committee Chair with defined oversight of trust operations, periodic account reviews, policies, and regulatory examinations; committee met 4 times in 2024, indicating engagement .
- Credit Policy Committee membership provides direct oversight of credit quality and allowance for loan and lease losses; committee met 7 times in 2024 .
- Board/committee attendance met the Company’s threshold (≥75%) in 2024; consistent participation in annual meetings .
- Clear stock ownership guidelines and retention requirements enhance alignment over time .
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RED FLAGS
- Not independent due to employment with Workers United; Workers United and related parties hold 37.38% of shares and have board designation rights, raising influence concerns and potential conflicts in nomination/governance processes .
- Related‑party exposure: Mr. Romney Sr. is the father of the Company’s EVP and Chief Strategy and Administrative Officer, Edgar Romney Jr., who received ~$891,385 in 2024 compensation; family relationship heightens conflict sensitivity in oversight of executive matters .
- Benefit fund interlocks: Trustee and participant in the CRF, with AMAL as a participating employer, and board member of Amalgamated Life Insurance Company (principal CRF participant). Although bylaws require disinterested votes and the designated trustees (including Mr. Romney Sr.) would not vote on CRF withdrawal decisions, the overlapping roles present persistent perceived conflicts that warrant monitoring .
- Company disclosed multiple late Section 16 filings in 2024 (including one late Form 4 for Edgar Romney Jr.); while Mr. Romney Sr. is not cited, the aggregate compliance lapse is a governance risk indicator to monitor .
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Compensation Structure Observations
- Director cash/equity mix is moderate with annual RSUs (~$50,000 grant‑date value) vesting time‑based; 2024 chair/membership retainers were increased (+$10,000 for Audit Chair; +$5,000 for other committee chairs), modestly raising guaranteed cash elements .
- Mr. Romney Sr. received $72,083 in cash fees and $50,003 in RSUs in 2024; no option awards granted in 2024, though he holds 13,000 legacy options outstanding .
Overall, Mr. Romney Sr. brings deep benefits/trust governance expertise and consistent committee engagement, but his non‑independent status, family relationship, and benefit‑fund interlocks present ongoing conflict‑management needs that investors should monitor alongside the Board’s mitigation mechanisms (e.g., disinterested voting on CRF matters) .