J. Christopher Ely
About J. Christopher Ely
J. Christopher Ely, age 68, is Vice Chairman of Blue Foundry Bancorp and Blue Foundry Bank, serving on the board since 1997 (current term expires 2026). He is a licensed real estate agent and a CPA, having begun his career at Price Waterhouse & Co.; he is President of One Madison Management Corp. and serves as Assistant Treasurer for Glen Ridge Congregational Church. He chairs the Audit Committees of both the Company and the Bank and is designated an SEC “audit committee financial expert,” and is considered independent under NASDAQ rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Price Waterhouse & Co. | Audit/Accounting professional (career start) | Not disclosed | Earned CPA; foundation for audit expertise |
| Blue Foundry Bancorp/Bank | Director; Vice Chairman | Director since 1997; current term ends 2026 | Audit Committee Chair; Compensation Committee member; audit financial expert |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| One Madison Management Corp. | President (real estate management/consulting) | Not disclosed | Real estate and small business management expertise |
| Glen Ridge Congregational Church | Assistant Treasurer | Not disclosed | Community/non-profit financial stewardship |
Board Governance
- Committee assignments: Audit (Chair); Compensation (Member). Audit Committee members: Ely, Grimbilas, Jobes, Kinzler, Kuntz, Lang; Compensation Committee members: Grimbilas (Chair), Ely, Goldstein, Lang, Shaw .
- Independence: Board determined all directors except CEO James D. Nesci are independent under NASDAQ standards .
- Attendance/engagement: In 2024, BLFY Bancorp board held 4 regular, 1 organizational, and 11 special meetings; no director attended fewer than 75% of board/committee meetings; all directors attended the 2024 Annual Meeting and are expected to attend 2025 .
- Board leadership: Independent Chair (Kenneth Grimbilas); regular executive sessions of independent directors; separate Chair/CEO roles .
- Director education: Each director completed 16–22 hours of relevant education/training in 2024 .
- Declassification: Board phasing to annual elections by 2027 per 2023 shareholder approval .
Fixed Compensation
| Component | 2024 Amount |
|---|---|
| Annual board retainer (non-employee directors) | $51,000 |
| Committee retainers (schedule) | Audit member $10,500; Audit Chair $20,000; Nominating member $6,000; Nominating Chair $11,500; Compensation member $6,000; Compensation Chair $12,000; Enterprise Risk member $6,000; Enterprise Risk Chair $13,500 |
| J. C. Ely – Fees earned/paid in cash (actual) | $78,000 |
Notes:
- Chairman of the Board receives an additional $15,000 annual retainer (Vice Chairman additional retainer not disclosed) .
Performance Compensation
| Equity Element | Grant Date | Shares/Units | Terms/Notes |
|---|---|---|---|
| Director equity plan – initial non-employee director grant | 2022 | 42,783 RS + 106,959 options (each non-employee director) | Approved in 2022 Equity Plan; awards made in 2022 |
| 2024 director grants (new directors only) | 2024 | 19,255 RS + 48,133 options (Jobes and Kuntz) | Vests ratably over 5 years; Ely did not receive 2024 director grant |
| Outstanding unvested stock awards (Ely) | As of 12/31/2024 | 25,669 | Unvested director stock awards balance |
| Unexercised stock options (Ely) | As of 12/31/2024 | 106,959 | Director option awards outstanding |
No performance-linked metrics apply to director equity grants; vesting schedules as disclosed above .
Other Directorships & Interlocks
| Company | Public/Private | Role | Overlap/Interlocks |
|---|---|---|---|
| One Madison Management Corp. | Private | President | No related-party transactions disclosed with BLFY |
| Glen Ridge Congregational Church | Non-profit | Assistant Treasurer | None disclosed |
No current public-company directorships disclosed for Ely .
Expertise & Qualifications
- SEC “audit committee financial expert” designation; deep accounting background and CPA .
- Real estate and small-business management experience (licensed real estate agent; President of One Madison) .
- Long-tenured board service with vice chair responsibilities; robust director education (16–22 hours in 2024) .
Equity Ownership
| Metric | Value | Notes |
|---|---|---|
| Total beneficial ownership (Ely) | 110,933 shares | Includes 10,366 shares in IRA and 42,784 vested options |
| Ownership as % of outstanding | <1% | Based on 22,096,649 shares outstanding as of 3/24/2025; asterisk denotes less than 1% |
| Vested vs. unvested | Vested options: 42,784; Unvested RS: 25,669 | As of 12/31/2024 |
| Unexercised options outstanding | 106,959 | Director option awards |
| Hedging/pledging | Prohibited for directors | Anti-hedging and anti-pledging policy in place |
| Stock ownership guideline | 3× annual retainer | Five years to comply; performance shares and options excluded from guideline calculation |
Director Compensation Details (Context)
| Item | 2024 Detail |
|---|---|
| Director retirement plan (legacy) | Plan frozen in June 2022; Ely entitled to $3,643.84 per month starting at later of separation or age 70; paid for life or minimum 5 years |
| Section 16(a) filings | Company believes all directors complied timely in 2024 |
Governance Assessment
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Strengths and signals of board effectiveness:
- Ely chairs the Audit Committee and is designated the audit committee financial expert—critical for financial reporting integrity and oversight .
- Independence confirmed; robust director education; regular executive sessions; independent Board Chair; no attendance shortfalls disclosed .
- Anti-hedging/pledging and stock ownership guidelines align director incentives with shareholders .
-
Watch items and potential red flags:
- Legacy director retirement benefit remains payable to Ely despite plan freeze; while modest, such plans can be viewed as entrenchment risk in modern governance frameworks ($3,643.84/month) .
- Large director equity awards were granted in 2022 and continue vesting; ensure independence and objectivity are maintained as awards vest .
- Shareholder activism calling for sale/merger and critiquing pay/performance raises scrutiny of board oversight; Ely is a Named Proxy, reinforcing association with board decisions and investor engagement responsibilities .
- Related-party transactions review is centralized with Audit Committee; no material transactions with directors disclosed—ongoing vigilance warranted given Ely’s external real estate role .
Overall, Ely’s audit leadership, independence, and financial expertise are positives for investor confidence; attention to legacy retirement benefits and continued responsiveness to shareholder feedback will be important to sustain governance quality .
