Elyse D. Beidner
About Elyse D. Beidner
Elyse D. Beidner is Executive Vice President, Chief Legal Officer and Corporate Secretary of Blue Foundry Bancorp/Blue Foundry Bank, a role she has held since 2004. She is 71 years old and holds a B.A. (Goucher College), a J.D. (Widener University School of Law), and an LL.M. in Corporate Law (NYU School of Law) . Company performance context during 2024–2025 includes: net loan growth of $22.8 million, deposit growth of $98.4 million, and NIM of 1.90% for 2024, alongside robust credit quality (NPAs/Assets ≈ 0.25%) and a 17% rise in tangible book value per share to $14.74 aided by buybacks; since the 2021 IPO, TSR to April 9, 2024 was -9.8% (vs broader bank indices and NJ bank peers performing worse) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Blue Foundry Bank | EVP, Chief Legal Officer (Corporate Secretary) | Since 2004 | Leads legal, governance, and corporate secretary functions; supports regulatory and board processes |
| JPMorgan Chase; Bank of America; other financial institutions | Senior legal roles (prior experience) | Not disclosed (pre-2004) | Provided legal support for major financial institutions; depth in financial services regulation and transactions |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| — | None disclosed in 2024/2025 proxies | — | No public company directorships or external roles cited for Ms. Beidner |
Fixed Compensation
- Individual fixed pay details for Ms. Beidner are not disclosed in the 2024 or 2025 proxies; she is not a Named Executive Officer (NEO) in those years. NEOs for 2024 were CEO, CFO and CTO, with salary and incentive disclosures provided only for them .
Performance Compensation
Blue Foundry’s executive officers participate in an Annual Incentive Plan emphasizing bank operating metrics. 2024 metrics, targets, outcomes, and payout factors (as applied for NEO awards) were:
| Metric | Weight | 2024 Target | 2024 Actual | Payout (% of metric) |
|---|---|---|---|---|
| Net Loan Growth ($mm) | 25% | $100 | $22.8 | 0% |
| Net Deposit Growth ($mm) | 20% | $135 | $97.5 | 58% |
| Core Deposit Growth ($mm) | 10% | $70 | $(13.2) | 0% |
| Net Interest Margin (NIM) | 25% | 1.87% | 1.90% | 104% |
| Individual Performance | 20% | Discretionary | Assessed by Committee | 150% (NEO assessment) |
Notes
- The plan applies to “executive officers.” The specific target bonus percentage and final award for Ms. Beidner are not disclosed; the above outcomes reflect plan metrics and NEO application for 2024 .
- The company uses overlapping metrics across annual incentives and long-term equity to align short- and long-term execution (loan growth, deposit growth, NIM) .
Equity Ownership & Alignment
| Topic | Company Policy/Status | Ms. Beidner Specifics |
|---|---|---|
| Stock ownership guidelines | Executives must hold BLFY stock equal to 1x base salary; 5 years to comply; must retain at least 50% of net-after-tax vested shares until in compliance | Individual holdings/compliance status not disclosed |
| Hedging/pledging | Hedging and pledging of BLFY stock prohibited for executives and directors; no margin accounts | Applies to Ms. Beidner as an executive officer |
| Insider trading policy | Blackout periods and controls apply to directors and officers | Applies to Ms. Beidner |
| Equity plan design | 2022 options vest over 7 years; 2023 time-vest RS (7-yr); 2023 PSUs (1-yr measurement) were forfeited; 2024 time-vest RS (6-yr); 2024 PSUs with 3-year performance (2024–2026) then convert to time-vest RS vesting over 4 years (2027–2030) | Individual grants for Ms. Beidner not disclosed |
| ESOP eligibility | All eligible employees, including executives, participate on same terms (8% of IPO shares purchased by ESOP; 25-year release/repayment schedule) | Individual ESOP allocation for Ms. Beidner not disclosed |
| Beneficial ownership | All directors and executive officers as a group held 5.34% as of Mar 24, 2025; 22,096,649 shares outstanding | Individual beneficial ownership for Ms. Beidner not disclosed |
Employment Terms
- Ms. Beidner’s individual employment agreement, severance or change-in-control terms are not disclosed in the 2024/2025 proxies. The filings describe CEO and CFO agreements in detail, but do not include a Beidner-specific agreement .
- Company-wide clawback: awards subject to recoupment upon financial restatement; a supplemental Dodd-Frank-compliant clawback adopted in Dec 2023 .
- Pre-established trading plan guidelines govern insider trades (e.g., Rule 10b5-1 usage) .
Performance Compensation – Long-Term Equity Instruments
| Instrument | Measurement | Vesting | Notes |
|---|---|---|---|
| Stock Options (2022) | N/A (price appreciation) | 7 years, time-based | First executive equity grants post-IPO; options have value only above grant price |
| Time-based RS (2023) | N/A | 7 years, time-based | Designed for retention; complements options |
| Performance-based RS (2023) | 1-year (2023) on loan growth, deposit growth, core deposit growth, NIM | Convert to time-based RS if earned; 2023 tranche forfeited (targets not met) | |
| Time-based RS (2024) | N/A | 6 years | Vesting schedule shortened modestly vs 2023 to remain competitive |
| Performance-based RS (2024) | 3-year (2024–2026): Net Loan Growth ($350mm, 30%), Net Deposit Growth ($400mm, 40%), NIM 2.84% (30%) | If earned, convert to time-based RS vesting over 4 years starting 2027 | Raises bar for performance; emphasizes long-term alignment |
Risk Indicators and Red Flags
- Anti-hedging/pledging policy reduces misalignment/forced selling risks; strong governance signal .
- Clawback policy (with Dodd-Frank supplement) strengthens pay-for-performance discipline .
- Section 16(a) reporting: company reports timely compliance by officers/directors for 2024 .
- Related party transactions: none above threshold involving executives/directors, aside from legacy “transition” loans to a senior officer made prior to employment; loans were ordinary course and performing (no names disclosed) .
Compensation Peer Group (Context for pay competitiveness)
- Compensation Committee benchmarks against a 29-bank peer set (tri-state focus; assets ~$1.3–$6.7B; med. equity ~$291mm; market cap around ~$350mm at selection) with independent consultant (Pearl Meyer) support .
Investment Implications
- Alignment: Prohibitions on hedging/pledging and mandatory ownership/retention requirements align executives—including Ms. Beidner—with long-term shareholder outcomes; long vesting horizons (6–7 years) further temper near-term selling pressure .
- Supply overhang: The 2023 performance awards were forfeited, removing a potential 2024–2025 vesting overhang; 2024 PSUs require substantial improvement (e.g., NIM target 2.84% vs 1.90% realized in 2024) to earn, suggesting limited near-term PSU-driven selling unless performance inflects materially .
- Retention/continuity: Extensive tenure (since 2004), combined with multi-year equity vesting, supports continuity in legal/governance leadership—valuable amid regulatory and strategic transitions .
- Contractual downside protection: No Beidner-specific severance/CIC terms are disclosed, unlike CEO/CFO, leaving her personal change-in-control economics opaque; investors should monitor future filings for any new officer agreements (retention risk/sale incentives) .
- Pay-for-performance translation: With annual plan outcomes driven by loan/deposit growth and NIM, and PSU hurdles reset higher for 2024–2026, realized pay for executives will be sensitive to balance-sheet growth and margin normalization. This reduces “windfall” risk if macro conditions stay tight, but may limit realized equity for management if targets prove too demanding .
Key company performance context: 2024 loan growth +$22.8mm, deposit growth +$98.4mm, NIM 1.90%; NPAs/Assets ~0.25%; TBVPS $14.74 (+17% YoY) aided by buybacks; TSR from IPO to 4/9/2024 -9.8% .
