Lynne Fox
About Lynne Fox
- Lynne P. Fox (age 67) is Chair of the Board of Amalgamated Financial Corp., serving as a director since February 2000 and Chair since May 2016. She is an attorney and President/Chair of the General Executive Board of Workers United (since May 2016), previously Executive Vice President of Workers United (2009–2016). She also serves as a Vice President of SEIU, with responsibility for a $5 million budget and representing approximately 75,000 members across the U.S. and Canada .
- Independence: The Board determined Ms. Fox is not independent due to her employment with Workers United, AMAL’s largest stockholder and a registered bank holding company .
- Tenure and engagement: Director since 2000; Board met 7 times in 2024 and each Director attended at least 75% of Board and committee meetings; all Directors attended the 2024 annual meeting .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Workers United | President and Chair, General Executive Board | May 2016–present | Chief labor negotiator; oversight of health/pension benefit CBAs and grievance processing |
| Workers United | Executive Vice President | Mar 2009–May 2016 | Senior leadership responsibilities |
| Philadelphia Joint Board, Workers United | Elected Manager | Dec 1999–present | Oversight of regional joint board operations |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Amalgamated Life Insurance Company | Chair of the Board | Current | Governance influence across affiliated insurance entity |
| Consolidated Retirement Fund (CRF) | Chair and Trustee | Current | Multiemployer ERISA plan oversight; potential related-party nexus with Bank |
| Sidney Hillman Medical Center (Philadelphia) | Chair | Current | Health services governance |
| Sidney Hillman Medical Center Apartments for the Elderly, Inc. | President | Current | Senior housing governance |
| Federal Reserve Bank of Philadelphia | Economic and Community Advisory Council member | Current | Policy advisory engagement |
| Philadelphia Airport Advisory Board | Member | Current | Advisory oversight |
| National Retirement Fund | Former Chair, Investment Committee (2016–2018); current Chair | 2016–2018; current | Investment oversight and fund leadership |
| Pennsylvania State Employees’ Retirement System | Board Member | 2006–2011 | Governance for a ~$28.3B fund |
| National Plus Plan | Chair | Current | Employee benefit fund leadership |
| Other insurance/benefit funds | Chair/Trustee | Current | Various funds oversight |
Board Governance
- Board leadership: Chair of the Board; Lead Independent Director is Mark A. Finser. The Chair and CEO roles are separated. Under the 2018 Investor Rights Agreement, Workers United (holding ≥20% voting power) has the right to designate the Board Chair; Ms. Fox is currently the Workers United-designated Chair .
- Committee assignments (2024): Chair, Executive Committee; not listed on Audit, Compensation & HR, Nominating & Governance, Enterprise Risk Oversight, Trust, or Credit Policy committees .
- Anticipated committee assignments post-2025 annual meeting: Chair, Executive Committee; Chair, Technology Advisory Council; member, Executive Committee. Not assigned to Audit, Compensation & HR, Nominating & Governance, Enterprise Risk Oversight, Trust, or Credit Policy .
- Independence status: Not independent (Workers United employment) .
- Attendance: Each Director met at least 75% attendance across Board/committee meetings; Board met 7 times in 2024; Executive Committee met 0 times in 2024 .
Fixed Compensation
| Year | Role | Cash Retainer ($) | Committee Retainers ($) | Chair Fees ($) | Total Cash ($) | Stock Awards ($) | Option Awards ($) | Total ($) |
|---|---|---|---|---|---|---|---|---|
| 2024 | Board Chair | 150,000 | — | — | 150,000 | 50,003 (RSUs) | — | 200,003 |
Notes:
- Non-employee directors receive RSUs with grant date fair value of ~$50,000; 2024 grants were 1,954 RSUs at $25.59, vesting on May 22, 2025 .
- Standard committee retainers exist (e.g., Audit members $10,000; Audit Chair +$15,000; other committees $5,000 with Chair +$10,000; Executive Committee members $5,000), but Ms. Fox’s disclosed cash fees total $150,000 in 2024 reflecting Board Chair retainer .
Performance Compensation
| Element | Structure | Vesting/Performance | Detail |
|---|---|---|---|
| RSU (Director equity) | Annual grant (~$50,000 fair value) | Time-based; vests on first anniversary; dividend equivalents accrue and pay in cash upon vesting | May 22, 2024 grant: 1,954 RSUs; expected vest May 22, 2025 |
| Options (legacy) | Outstanding options for certain directors | N/A (outstanding only; no 2024 grants) | Ms. Fox holds 18,400 outstanding stock options as of 12/31/2024 |
- No performance-vesting equity is disclosed for non-employee directors; PRSU metrics (Core Earnings, Adjusted Core Efficiency, Deposits, NPA, rTSR, Adjusted TBV) apply to NEOs, not directors .
Other Directorships & Interlocks
| Counterparty | Relationship | Potential Interlock/Conflict |
|---|---|---|
| Workers United Related Parties | Largest stockholder (37.38% as of 3/26/2025); nomination rights incl. Chair designation; five nominees designated (including Ms. Fox) | Structural influence over Board composition and leadership; Chair designation creates governance dependency |
| Consolidated Retirement Fund (CRF) | Participating employers include Workers United affiliates and the Bank; Ms. Fox is participant and trustee; also interlocks with Amalgamated Life Insurance Company | Ms. Fox would be non-disinterested on CRF withdrawal/amendment decisions; supermajority of disinterested directors required to act |
| Amalgamated Life Insurance Company | Chair of Board; major CRF participant | Multi-entity oversight within affiliated ecosystem |
| Workers United deposits at Bank | Deposits of $71.4M at 12/31/2024 ($56.4M at 12/31/2023) | Material commercial relationship with majority stockholder |
Expertise & Qualifications
- Labor negotiations, benefits oversight, grievance processes, and leadership of large membership organizations; deep knowledge of the Bank’s mission, organization, and stakeholder base .
- Governance roles across insurance and multiemployer retirement plans; public policy advisory capacity via Federal Reserve Bank of Philadelphia council .
Equity Ownership
| Holder | Shares Beneficially Owned | Percent of Outstanding | Components/Notes |
|---|---|---|---|
| Lynne P. Fox | 17,735 | <1% | Footnotes indicate 18,400 currently exercisable options and 1,954 RSUs vesting within 60 days are included for directors (2)(3) |
- Director stock ownership guidelines: Directors must hold 3× annual cash retainer; qualifying shares include outright holdings, plan holdings, net shares from time-based RSUs/options; 50% net shares retention until compliance; administered by Compensation Committee .
- Hedging/pledging: Company compensation philosophy includes a ban on hedging and pledging practices (alignment and risk controls) .
Governance Assessment
- Committee assignments and effectiveness: Ms. Fox chairs the Executive Committee (which met 0 times in 2024) and is expected to chair the Technology Advisory Council post-2025 annual meeting—limited direct involvement in financial oversight (Audit) or pay governance (Compensation Committee) may reduce direct accountability channels for the Chair role .
- Independence and related-party exposure (RED FLAG): Ms. Fox is not independent due to Workers United employment; Workers United holds 37.38% of voting power and contractually retains rights to designate the Board Chair and multiple nominees; this creates persistent structural conflicts and governance dependence on a controlling stockholder bloc .
- CRF conflict management: CRF participation creates a potential conflict for Ms. Fox; bylaws require supermajority of disinterested directors for decisions adversely affecting CRF participants, and Ms. Fox would not vote on such matters—a mitigating governance control but still a material related-party nexus (RED FLAG) .
- Commercial relationships with controlling stockholder: Workers United’s $71.4M deposits at the Bank evidences significant ongoing related-party transactions; the Company’s policy and regulatory frameworks (Reg O/W) and Audit Committee oversight apply, but concentration risk and perceived influence remain (RED FLAG) .
- Director pay alignment: As Chair, compensation is a mix of cash ($150,000) and time-based RSUs (~$50,003); ownership guidelines require 3× cash retainer and retention of net shares until compliant—positive alignment features; options outstanding (18,400) reflect legacy awards, not 2024 grants .
- Attendance and engagement: Meets attendance thresholds; Board and committees maintained regular cadence (Board: 7 meetings; Audit: 12; Compensation: 9; Nominating: 7) indicating active governance program .
- Say-on-pay signal: 98.5% approval in prior year suggests broad shareholder support for compensation governance—indirect positive governance indicator for the Board under Ms. Fox’s chairmanship .
- Section 16 compliance: Company reported late filings for several executives in 2024, but Ms. Fox was not listed among late filers—neutral-to-positive compliance signal .
- Overall investor confidence implications: The combination of a non-independent Chair, controlling stockholder rights over chair designation and committee chairmanships (e.g., Trust Committee), and CRF interlocks represent ongoing governance risks. Mitigations include formal related-party transaction policies, Reg O/W compliance, Audit Committee independence, lead independent director role, and explicit recusals on CRF matters. Investors should monitor: (i) Workers United ownership trajectory and nomination rights; (ii) any changes to committee composition that increase independent oversight; (iii) related-party transaction volumes; and (iv) adherence to director ownership guidelines .
Appendix: Director Compensation Schedule (Policy Extract)
- Annual retainers (cash): Board Chair $150,000; Lead Independent Director $70,000; other Directors $50,000 .
- Committee retainers: Audit members $10,000 (Chair +$15,000); other committees members $5,000 (Chair +$10,000); Executive Committee members $5,000 .
- Equity: Annual RSU grants (~$50,000 fair value) to non-employee directors; one-year vest; dividend equivalents accrue and pay in cash upon vesting .
- 2024 grant: 1,954 RSUs per director at $25.59, vesting May 22, 2025 .