JoAnn Lilek
About JoAnn S. Lilek
JoAnn S. Lilek, age 68, is an independent director of Amalgamated Financial Corp. (since April 2021) and currently serves as Chair of the Audit Committee; she is designated an “audit committee financial expert” under SEC rules, reflecting deep finance and banking experience . Her background spans CFO/COO roles in consulting, commercial banking, and supply chain, with prior leadership at ABN Amro North America, Midwest Banc Holdings, and DSC Logistics; she is also active in governance networks (Private Directors Association, NACD, Women Corporate Directors) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Accretive Solutions, Inc. | Chief Financial Officer and Chief Operating Officer | 2010–2018 | PE-owned; senior operating/finance leadership |
| Midwest Banc Holdings, Inc. (NASDAQ: MBHI) | EVP, Chief Financial Officer and Corporate Secretary | 2008–2010 | Part of turnaround team during GFC; recapitalization of subsidiary bank |
| DSC Logistics | Chief Financial Officer | 2001–2008 | CFO for national 3PL/supply chain provider |
| ABN Amro North America | Group SVP & Corporate Controller (NA); EVP & CFO, Wholesale Banking (NA) | 1991–2000 | Instrumental in growth to largest foreign bank in U.S. |
| Recognition | “Directors to Watch” (Directors & Boards; Private Company Director) | 2007; 2019 | Governance leadership recognition |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Datum One Series Trust (mutual funds) | Independent Trustee; Audit Committee Chair | Current | Audit chair oversight |
| Hinsdale Bank & Trust (Wintrust subsidiary) | Director; Audit Committee Chair; Credit & Risk Committee member | 2011–2016 | Bank board/audit leadership |
| Lou Holland Trust Mutual Fund | Board Chair | 2005–2009 | Fund board leadership |
| YWCA Metropolitan Chicago | Director; Board President; Treasurer | 14 years | Nonprofit governance |
| MGX Beverage Group (private) | Advisory Board Member | Current | Advisory role |
Board Governance
- Committee assignments (current and post-2025 annual meeting):
- Audit Committee: Chair (continues post-AGM); meets SOX/FDIC requirements; all members independent; Lilek and Stoll qualify as “audit committee financial experts” . The Audit Committee met 12 times in 2024 .
- Executive Committee: Member; met 0 times in 2024 .
- Enterprise Risk Oversight Committee (EROC): Member; EROC met 4 times in 2024; composition includes a majority of independent directors; oversees ERM, compliance and regulatory risk; works with CRO/Chief Legal Officer .
- Technology Advisory Council: Member (created Jan 2025) .
| Governance Item | Detail |
|---|---|
| Board independence status | Board determined Ms. Lilek to be independent under Nasdaq rules |
| Board meetings in 2024 | 7 meetings; each director attended at least 75% of board and committee meetings on which they served |
| Audit Committee independence | All members independent under Nasdaq/FDIC and Rule 10A-3; Lilek is Chair and an “audit committee financial expert” |
Fixed Compensation (Non-Employee Director)
| Year | Fees Earned or Paid in Cash ($) | Notes |
|---|---|---|
| 2024 | 85,000 | Includes cash retainer and applicable chair/member retainers (table category “Fees Earned or Paid in Cash”) |
Performance Compensation (Non-Employee Director Equity)
| Grant Date | Instrument | Shares/Units | Grant-Date Fair Value ($) | Grant Price ($/sh) | Vesting |
|---|---|---|---|---|---|
| 2024-05-22 | RSUs | 1,954 | 50,003 | 25.59 | RSUs outstanding at 12/31/2024; expected to fully vest 2025-05-22 |
- Structure observations: 2024 director pay mix for Ms. Lilek ≈ 63% cash ($85,000) and 37% equity ($50,003), consistent with alignment via time-based RSUs (no director PSUs disclosed) .
Other Directorships & Interlocks
| Company/Entity | Type | Role | Interlock/Conflict Note |
|---|---|---|---|
| Datum One Series Trust | Registered investment company (mutual funds) | Independent Trustee; Audit Chair | No related-party transaction with AMAL disclosed |
| Hinsdale Bank & Trust (Wintrust) | Bank (prior) | Director; Audit Chair | Past role (ended 2016) |
| Lou Holland Trust Mutual Fund | Investment trust (prior) | Board Chair | Past role (2005–2009) |
| MGX Beverage Group | Private company | Advisory Board | No related-party transaction with AMAL disclosed |
Expertise & Qualifications
- 30+ years as CFO/COO across banking, consulting, and supply chain; prior ABN Amro senior finance roles during significant growth .
- Audit Committee Chair and SEC-designated “audit committee financial expert,” indicating deep financial reporting, controls, and bank regulatory expertise .
- Governance credentials: Founding Member, Private Directors Association; member NACD and Women Corporate Directors .
Equity Ownership
| As-of Date | Shares Beneficially Owned | % of Shares Outstanding | Notes |
|---|---|---|---|
| 2025-03-26 | 10,278 | ~0.03% (calc from 10,278 / 30,687,354) | Includes 1,954 RSUs vesting within 60 days; no options listed for Lilek in option footnote (options noted only for Fox, Kelly, Romney Sr.) |
- Director stock ownership guidelines: 3x annual cash retainer; until met, must retain 50% of net shares from equity awards; compliance measured annually .
- Hedging/pledging: Company prohibits hedging and pledging (including margin accounts) for directors, officers, and employees; clawback policy compliant with SEC/Nasdaq .
Governance Assessment
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Strengths
- Independent director; Audit Committee Chair with “financial expert” designation; Audit met 12 times in 2024, suggesting active oversight .
- Member of EROC and Technology Advisory Council, providing additional oversight across financial reporting, enterprise risk, and technology strategy .
- Board-wide attendance threshold met (≥75% for all directors) and structured independence across key committees (Audit; Comp & HR) .
- Alignment features: meaningful equity as part of director pay, ownership guidelines (3x retainer), and bans on hedging/pledging; robust clawback policy .
- Strong shareholder support for executive pay (Say-on-Pay 98.5% approval last year), indicative of broader investor confidence in compensation governance .
-
Risks/Watch Items
- Corporate governance rights of Workers United (largest holder) include board nomination and chair designation rights at certain ownership thresholds, contributing to ownership concentration risk; however, Audit and Comp committees meet heightened independence standards .
- EROC includes one non-independent director (Julie Kelly), though the committee remains majority independent; continued monitoring of risk oversight rigor is warranted .
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Conflicts/Related-Party Exposure
- The proxy’s related-party section outlines robust policies and FDIC/FRB regulatory constraints; no related-person transactions involving Ms. Lilek are disclosed .
-
Compensation Structure Signals
- Director compensation is a balanced mix of cash and time-vested RSUs; absence of performance-conditioned director equity reduces risk of misaligned incentives but puts greater emphasis on stock ownership guidelines and prohibitions on hedging/pledging for alignment .