Elizabeth Varki Jobes
About Elizabeth Varki Jobes
Elizabeth Varki Jobes, Esq. is an independent director of Blue Foundry Bancorp (BLFY) and Blue Foundry Bank, serving since 2023; age 58 as of December 31, 2024 . She is Chief Compliance Officer at Immunocore (joined January 2024), with prior compliance leadership roles at Amryt Pharmaceuticals, EMD Serono, Spark Therapeutics, Auxilium Pharmaceuticals, Adolor Inc., and Cephalon Inc. She holds a J.D. from Rutgers School of Law and a B.A. in Foreign Service and International Politics from Pennsylvania State University; she is a member of the South Asian Bar Association and a past board member of Women’s Way and Support Center for Child Advocates .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Immunocore | Chief Compliance Officer | Jan 2024–present | Compliance oversight at global biopharma |
| Amryt Pharmaceuticals | Compliance leadership | Not disclosed | Company sold in 2023 |
| EMD Serono; Spark Therapeutics; Auxilium; Adolor; Cephalon | Compliance Officer roles | Not disclosed | Led legal/compliance across large, global firms |
External Roles
| Organization | Role | Status | Notes |
|---|---|---|---|
| Eyam Vaccines and Immunotherapeutics | Non-executive board member | Listed as non-executive in 2024; described as past board member in 2025 | Governance experience in life sciences |
| Ampio Pharmaceuticals | Non-executive board member | Listed as non-executive in 2024; described as past board member in 2025 | Governance experience |
| Blue Foundry Bank | Director | Current | Bank subsidiary board service |
Board Governance
- Independence: The Board determined all directors except the CEO are independent; Jobes is independent .
- Attendance: No director attended fewer than 75% of aggregate Board and committee meetings in 2024; all directors attended the 2024 Annual Meeting, with anticipated attendance in 2025 .
- Committee assignments (BLFY and Bank):
- Audit Committee member; Chair: J. Christopher Ely .
- Enterprise Risk Management Committee member; Chair: Patrick H. Kinzler .
- Not listed on Compensation Committee or Nominating & Corporate Governance Committee .
- Board leadership: Independent Chairman (Kenneth Grimbilas); regular executive sessions of independent directors .
Fixed Compensation
| Component | Amount | Detail |
|---|---|---|
| Annual Board Retainer (Director) | $51,000 | Covers service on Bancorp and Bank boards |
| Chairman Additional Retainer | $15,000 | Not applicable to Jobes |
| Committee Member Fees | Audit: $10,500; NCG: $6,000; Compensation: $7,000; ERM: $6,000 | Per committee membership |
| Committee Chair Fees | Audit: $20,000; NCG: $11,500; Compensation: $12,000; ERM: $13,500 | Not applicable to Jobes |
| Jobes—Fees Earned (2024) | $67,500 | Cash retainer plus committee fees |
Performance Compensation
| Equity Award | Grant Detail | Vesting | Notes |
|---|---|---|---|
| Director Restricted Stock (2024) | 19,255 shares | Ratably over 5 years | Granted to each director (Jobes and Kuntz) during 2024 |
| Director Stock Options (2024) | 48,133 options | Ratably over 5 years | Granted during 2024 |
Executive incentive design (signal of board oversight). The Compensation Committee’s annual incentive plan for executives uses quantified metrics to align pay with performance, which directors oversee.
| Performance Measure | Weight | Threshold (50%) | Target (100%) | Superior (150%) | Actual 2024 Result | Payout |
|---|---|---|---|---|---|---|
| Net Loan Growth ($mm) | 25% | $67 | $100 | $133 | $22.8 | 0% |
| Net Deposit Growth ($mm) | 20% | $90 | $135 | $180 | $97.5 | 58% |
| Core Deposit Growth ($mm) | 10% | $47 | $70 | $93 | $(13.2) | 0% |
| Net Interest Margin (%) | 25% | 1.84% | 1.87% | 2.25% | 1.90% | 104% |
| Individual Performance | 20% | Discretionary | Discretionary | Discretionary | 150% | 150% |
Director Compensation (2024)
| Name | Fees Earned (Cash) | Stock Awards | Option Awards | All Other | Total |
|---|---|---|---|---|---|
| Elizabeth Varki Jobes | $67,500 | $191,587 | $176,648 | $0 | $435,735 |
Other Directorships & Interlocks
- No related-party transactions involving directors exceeding $120,000 were disclosed for 2024; loans to a senior officer made before employment were performing and approved per policy (not a director) .
- Anti-hedging and anti-pledging policy applies to directors (no hedging, no pledging of Company securities) .
Expertise & Qualifications
- Legal/compliance leadership across biopharma and healthcare; qualified governance perspective for a regulated financial institution .
- Education: J.D. (Rutgers), B.A. (Penn State) .
- Board education: Directors completed 16–22 hours of relevant training in 2024 (17–24 hours in 2023) .
Equity Ownership
| Item | Amount | As-of |
|---|---|---|
| Beneficial Ownership (shares) | 31,129; includes 9,627 vested options | Record Date March 24, 2025 |
| Beneficial Ownership (shares) | 23,749 | Record Date April 5, 2024 |
| % of Shares Outstanding | Less than 1% (total shares 22,096,649) | 2025 Record Date |
| Unvested Restricted Stock (Director) | 19,255 | Dec 31, 2024 |
| Unexercised Director Options | 48,133 | Dec 31, 2024 |
- Stock ownership guidelines: Non-employee directors must hold 3× annual retainer; five years to comply; unvested performance shares and options excluded from compliance calculation .
- Anti-hedging/pledging prohibitions apply to directors .
Governance Assessment
- Strengths: Independent director; active service on Audit and Enterprise Risk Committees; strong compliance background; full attendance; robust director education; anti-hedging/pledging and clawback policies reinforce alignment .
- Alignment: Mix of cash retainer and long-dated equity (5-year vesting) promotes longer-term alignment; explicit ownership guidelines with five-year horizon .
- Potential conflicts: No related-party transactions involving Jobes disclosed; director retirement plan participation explicitly excludes Jobes in the frozen plan population, reducing legacy entanglements .
- Shareholder environment: Ongoing shareholder proposals urging sale/merger highlight activism and scrutiny of performance/compensation; Board notes it has engaged a nationally recognized investment bank to evaluate strategic options—heightening governance salience for directors .
RED FLAGS
- None disclosed specific to Jobes (no related-party dealings, no hedging/pledging, attendance satisfactory) .
- Broader risk context: Shareholder activism around sale/merger and critique of director/executive pay levels increases governance pressure; directors will be scrutinized for oversight rigor and responsiveness .
Notes on committee structure and signals
- Audit Committee membership plus a compliance career suggests solid oversight posture; ERM Committee service aligns with bank risk priorities amid rate/regulatory volatility .
- No Compensation Committee role (reduces direct exposure to contentious pay-setting dynamics), though director equity and fee levels are transparent and standardized .
