Vincent DiDomenico, Jr.
About Vincent DiDomenico, Jr.
Independent director since May 2018; age 59; current term expires at the 2027 annual meeting. Founder and Managing Member of Delta Equity Management, L.L.C., a developer/owner-operator of institutional-grade commercial real estate in the NJ/NY metro area. Education: B.S. in Finance from Villanova University (1988) and MBA in Finance & Statistics (Deming Scholar) from Fordham University’s Gabelli School of Business; extensive industry association leadership (NJSSA) and school trustee roles.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Delta Equity Management, L.L.C. (and affiliates) | Founder & Managing Member | Not disclosed (founder to present) | Owns/manages institutional-grade commercial real estate assets in NJ/NY metro |
| New Jersey Self Storage Association (NJSSA) | President; Vice President | President: 2006–2008 & 2011–2013; Vice President: 2003–2005 & 2009–2011 | Industry leadership in self-storage sector; multiple elected terms |
| St. Peter’s Preparatory School | Board of Trustees Member | Not disclosed (prior) | School governance and fundraising (Capital Campaign involvement) |
| Far Hills Country Day School | Board of Trustees Member; Co-Chairman of Capital Campaign Committee | Not disclosed (prior) | Capital campaign leadership, school governance |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| The Delbarton School | Capital Campaign Committee Member | Current | Fundraising/advancement role |
| Archdiocese of Newark, C.Y.O. & Young Adult Ministries | Board of Governors | Prior | Community and youth engagement |
Board Governance
- Committee assignments: Chair, Compensation Committee; members include Hogan, Rizzo (Vice Chair), Bielan, French; the Committee met 7 times in FY2024.
- Independence: Board determined DiDomenico is independent under Nasdaq listing standards (non-independent directors are Blake, Coughlin, Shriner, Widmer).
- Attendance and engagement: Board met 14 times in 2024; “Except for Mr. DiDomenico, each director attended at least 75% of the total number of meetings of the Board and its committees…” → DiDomenico attended less than 75% in 2024 (RED FLAG vs 80% guideline). All directors attended the 2024 annual meeting.
- Board leadership: Chair is non-executive (Mark D. Hogan); Vice Chair is Tara L. French; Board maintains separation of Chair and CEO roles.
- Executive sessions: Non-management director executive sessions held periodically.
- Other committees: Audit (Vanaria Chair; 8 meetings in 2024) and Nominating & Corporate Governance (French Chair; 12 meetings in 2024) — DiDomenico not listed as member.
Fixed Compensation (Director)
| Component | FY2024 Policy | FY2024 Actual |
|---|---|---|
| Annual retainer – Bank | $25,000 per year | Included in fees earned |
| Annual retainer – Company | $10,000 per year | Included in fees earned |
| Committee meeting fees | $300 per meeting; $500 for ALCO & Audit | Included in fees earned |
| Non-executive Chair fee | $75,000 per year (for Chair only) | Not applicable |
| Fees earned – DiDomenico | — | $51,500 (cash) |
| Equity grants to non-employee directors in 2024 | None | None |
- Deferred compensation: Directors may defer fees under the 2023 Deferred Plan; no deferred compensation amounts were reported for DiDomenico in 2024.
Performance Compensation (Director)
- Equity awards in 2024: None granted to non-employee directors.
- Outstanding time-based equity: As of 12/31/2024, DiDomenico held unvested restricted stock; ownership table footnote shows 9,040 shares; non-employee director equity footnote lists 4,350 shares (suggesting multiple awards/outstanding tranches).
- Hedging/pledging: Prohibited for directors (no hedging, short sales, derivatives, or pledging/margin).
Other Directorships & Interlocks
| Company | Role | Notes |
|---|---|---|
| Public company boards | — | No public company directorships disclosed in biography (no interlocks reported). |
| Private/non-profit boards | Multiple school and religious/community organizations | Disclosed above; no commercial supplier/customer interlocks noted in proxy. |
Expertise & Qualifications
- Sector expertise: Commercial real estate development/operations; institutional asset ownership/management.
- Finance credentials: MBA (Finance & Statistics) from Fordham Gabelli (Deming Scholar); B.S. Finance from Villanova.
- Governance/leadership: Chair of Compensation Committee; multi-term leadership in NJSSA; trustee/campaign roles at educational institutions.
Equity Ownership
| Metric | Value |
|---|---|
| Beneficial ownership (shares) | 234,180 (1.36% of 17,162,627 outstanding) |
| Ownership breakdown | Sole voting/dispositive: 180,630; Options exercisable within 60 days: 53,550; Unvested restricted stock (sole voting, no dispositive): 9,040 |
| Shares outstanding (record date) | 17,162,627 |
Governance Assessment
-
Strengths:
- Independent director with deep operating background in real estate, potentially additive to credit/CRE risk discussions in a community bank.
- Chairs Compensation Committee; Committee uses an independent consultant (Meridian), maintains clawback policy, double-trigger CIC for executives, prohibits repricing without shareholder approval (positive pay-governance signals).
- Significant personal ownership (234,180 shares; 1.36%), plus options and unvested RS, indicating alignment with shareholders.
-
RED FLAGS / Watch items:
- Attendance shortfall: Attended less than 75% of aggregate Board/committee meetings in 2024; Board’s guideline is 80% with re-nomination consequences — engagement risk and potential governance optics.
- Related-party exposures exist at the company level (multiple branch leases with entities owned by other directors), increasing perceived governance complexity; DiDomenico is not listed among owners of those entities.
- D&O insurance cost rising modestly (contextual, not specific to DiDomenico): premiums $205,070 (2024), $199,192 (2023), $182,590 (2022).
-
Compensation committee independence and interlocks: Committee members were independent; no interlocking relationships requiring disclosure.
-
Shareholder sentiment: Say-on-Pay approval ~92.7% at April 25, 2024 meeting — supportive backdrop for compensation oversight.
Related Party Transactions (DiDomenico-specific)
- No transactions involving DiDomenico above $120,000 disclosed; company related-party leases involve entities owned by other directors (Coughlin, Hogan, Lyga, Bielan; Hogan & Rizzo; Bielan, Coughlin, Hogan, Rizzo; Bielan, Ballance, Coughlin, Hogan, Lyga, Rizzo).
Director Compensation Details (Context for Committee Oversight)
| Element | 2024 Practice |
|---|---|
| Non-employee director cash retainers/meeting fees | Bank retainer $25,000; Company retainer $10,000; $300 per committee meeting ($500 for ALCO/Audit) |
| Equity for non-employee directors | None granted in 2024 |
| Deferred compensation plan | Available; Section 409A-compliant; optional matching/discretionary contributions with 3-year vest; “rabbi trust” mechanics |
Compensation Committee Analysis (Structure and Tools)
- Advisor: Meridian Compensation Partners engaged by and reporting solely to the Committee; peer group used for benchmarking executive/director comp.
- Policies: Clawback for Section 16 officers upon restatement; double-trigger CIC; no tax gross-ups; hedging/pledging prohibited; shareholder approval required for option repricing.
- 2024 NEO AIP metrics (for context): PPNR, Total Risk-Based Capital Ratio, Nonperforming Assets/Total Assets, Net Interest Margin; balanced scorecard.
Summary Signals for Investors
- Board effectiveness: Compensation Committee chaired by DiDomenico operates with independent advisor and strong policies, a positive indicator for pay governance; however, his sub-75% attendance is a notable engagement risk and should be monitored for improvement.
- Conflicts: While BCBP maintains multiple director-owned leases, DiDomenico is not among the owners disclosed; continued monitoring of related-party governance is prudent.
- Alignment: Meaningful share ownership and outstanding equity exposure support alignment; hedging/pledging prohibitions further strengthen alignment.