James D. Nesci
About James D. Nesci
James D. Nesci, age 52, is President & CEO of Blue Foundry Bank (since 2018) and a director of Blue Foundry Bancorp (since 2019). He holds MBAs from Columbia Business School and London Business School and a BBA in Finance from Hofstra University; he has an NACD Fellowship certificate . Under Nesci’s leadership, 2024 saw deposit growth of $98.4 million to $1.34 billion and gross loans of $1.58 billion, with net interest margin at 1.90% and a net loss of $11.9 million; tangible book value per share ended 2024 at $14.74 . From BLFY’s $10 IPO price (7/15/2021) to $9.02 on 4/9/2024, stock price declined 9.8%, better than the NJ peer median (-11.0%) and the NASDAQ Bank Index (-17.7%) over the same period .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| TD Bank (U.S. Wealth) | Head of National Sales | — | Led sales for $20B U.S. wealth business |
| Provident Bank | EVP & Chief Wealth Management Officer | — | Oversaw wealth management strategy and growth |
| Beacon Trust (Provident subsidiary) | President | — | Led trust subsidiary operations and client strategy |
| Wilmington Trust Company (National Wealth Management) | Chief Operating Officer | — | Ran wealth operations and execution |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| New Jersey Bankers Association | Board Member | — | Industry leadership position |
| National Association of Corporate Directors | Fellowship certificate | — | Director education credential |
Fixed Compensation
| Item | 2023 | 2024 | Notes |
|---|---|---|---|
| Base Salary ($) | 700,000 | 700,000 | No 2024 increase |
| Target Bonus (% of salary) | 60% | 60% | CEO target maintained |
| Actual Annual Bonus ($) | 126,000 | 283,920 | Payout reflects 67.6% of target |
| Deferred Comp. Contribution ($) | 80,328 | 82,636 | Plan credits ≥$50k/yr at Prime+2% |
| 401(k) Match ($) | 16,500 | 17,250 | Safe harbor match |
| Automobile Allowance ($) | 14,586 | 15,316 | $1,100/month plus 5% annual increase |
| Country Club Allowance ($) | 18,262 | 19,129 | $22,050 per year + 5% annual increase |
| Life Insurance ($) | 1,794 | 1,794 | |
| All Other Compensation Total ($) | 131,470 | 136,125 | Sum of items above |
Performance Compensation
Annual Cash Incentive Plan (AIP) – 2024
| Metric | Weight | Threshold | Target | Superior | Actual | Payout factor |
|---|---|---|---|---|---|---|
| Net Loan Growth ($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% |
| CEO overall payout | — | — | — | — | 67.6% of target | $283,920 |
Long-Term Equity – Grants and Design (2024)
| Award type | Shares | Grant-date value ($) | Vesting / performance | Metrics / targets |
|---|---|---|---|---|
| Time-based RSU | 57,045 | 541,357 | Vests ratably over 6 years beginning 2/1/2025 | — |
| Performance-based RSU (at target) | 57,045 | 541,357 | 3-year measurement (1/1/2024–12/31/2026); earned shares convert to time-based and vest ratably over 4 years beginning 2027 | Net Loan Growth $350mm (30%), Net Deposit Growth $400mm (40%), NIM 2.84% (30%) |
| Stock options (2022 grant) | 570,450 | — | $11.69 strike; vest over 7 years commencing 10/19/2023; expire 10/19/2032 |
Notes:
- 2023 one-year performance RSUs were forfeited in full on 1/1/2024 after targets were not met .
- 2024 RSU grant-date price: $9.49 (2/1/2024) .
Equity Ownership & Alignment
| Item | Amount | Detail |
|---|---|---|
| Beneficial ownership (shares) | 424,827 | As of 3/24/2025; includes accounts below |
| % of shares outstanding | 1.92% | Based on 22,096,649 shares outstanding |
| IRA shares | 36,882 | |
| 401(k) Plan shares | 8,500 | |
| ESOP allocated shares | 9,375 | |
| Unvested restricted stock | 129,029 | Time-based awards |
| Unvested performance awards | 57,045 | 2024 performance RSUs at target |
| Vested stock options | 162,986 | Part of 2022 option grant |
| Ownership guidelines | 1x base salary (CEO) | 5 years to comply; 50% net shares retention until met |
| Hedging/pledging | Prohibited for directors/executives | No margin accounts or pledging allowed |
Insider transactions and vesting:
- 2/1/2024 grant of 57,045 restricted shares; options outstanding noted at $11.69 strike (Form 4) .
- 3/6/2024 withholding of 8,166 shares to cover taxes upon vesting (transaction code F); not an open-market sale (Form 4) .
Employment Terms
| Provision | Terms |
|---|---|
| Agreement | Effective 1/1/2021; 3-year term auto-extends annually to maintain 3 years; auto-extends to ≥3 years on change in control |
| Base salary | Initial $700,000; reviewed annually (no decrease) |
| Bonus eligibility | Target set annually; not less than 20% of base |
| Long-term incentives | Eligible to participate in equity plans |
| Perquisites | Auto allowance ($1,100/month, +5% annually) and country club membership ($22,050/year, +5% annually); business expense reimbursement |
| Severance (no CIC) | Greater of (i) 1x salary + target bonus, or (ii) salary + target bonus for remaining term; 12 months salary continuation; COBRA subsidy (difference vs. active rate); requires release; “good reason” includes material pay/authority reduction or relocation |
| CIC severance (double trigger) | 3x base salary + greater of highest actual annual bonus in prior 3 years or current-year target; lump-sum if within 2 years post-CIC; COBRA subsidy |
| Restrictive covenants | 1-year non-compete and non-solicit post-termination (other than CIC) |
| Clawbacks | Company clawback plus Dodd-Frank supplemental policy adopted Dec. 2023 |
| Deferred compensation | Annual credits ≥$50,000; interest at Prime + 2%, compounded monthly; fully vested; lump-sum payout at separation; emergency in-service withdrawals permitted |
Board Governance
| Attribute | Detail |
|---|---|
| Board independence | 8 of 9 directors are independent; CEO not independent |
| Chair/CEO structure | Separate roles; independent Chair (Kenneth Grimbilas); regular executive sessions of independent directors |
| Committees | Audit (Chair Ely), Compensation (Chair Goldstein), Nominating & Corporate Governance (Chair Shaw), Enterprise Risk (Chair Kinzler); committee charters available online |
| Attendance | No director attended fewer than 75% of meetings; all directors attended 2024 annual meeting |
| Compensation process | CEO excluded from deliberations and votes on his pay; independent consultant (Pearl Meyer) engaged; no consultant conflicts |
| Director stock ownership | 3x annual cash retainer; 5 years to comply; 50% net shares retention until met |
Director compensation (non-employee directors):
- Annual board retainer $51,000; Chair additional $15,000; committee member/Chair fees: Audit $10,500/$20,000; Nominating $6,000/$11,500; Compensation $7,000/$12,000; Enterprise Risk $6,000/$13,500 .
- 2024 director equity grants to Jobes and Kuntz: 19,255 restricted stock and 48,133 options each, vesting ratably over 5 years .
Performance & Track Record (selected 2024 results)
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Net interest income ($mm) | 41.9 | 37.6 |
| Non-interest income ($mm) | 1.805 | 1.794 |
| Net loss ($mm) | (7.4) | (11.9) |
| Net interest margin (%) | 2.09 | 1.90 |
| Deposits ($mm, YE) | 1,244.9 | 1,343.3 |
| Gross loans ($mm, YE) | 1,560.7 | 1,583.5 |
| Tangible book value per share ($) | 14.49 | 14.74 |
| Uninsured deposits (% total) | — | ~11% |
Strategic commentary:
- 2024 loan growth concentrated in higher-yield commercial (CRE +$27.1mm; construction +$25.1mm; C&I +$4.5mm) and time deposits increased by $110.7mm; brokered deposits +$30mm .
- Share repurchases: 480,851 shares in Q4’24 at $10.49; prior year repurchases and 2024 buybacks contributed to TBV per share increase; 1.9 million shares repurchased at $9.90 per share highlighted in 2025 proxy letter .
- Asset quality remained favorable: NPLs 0.33% of loans; ACL coverage of NPLs at ~254% YE 2024 .
Compensation Structure Analysis
- Pay mix emphasizes variable compensation: RSUs, PSUs, and options plus annual AIP tied to loan/deposit growth and NIM; realized pay lower than target in years when performance misses (e.g., forfeiture of 2023 PSUs) .
- Metrics are consistent across short- and long-term plans, aligning execution and sustained value creation (Loan/Deposit growth and NIM in both AIP and PSUs) .
- Governance safeguards: independent Compensation Committee and consultant; double-trigger CIC vesting; clawbacks; anti-hedging/pledging; no option repricing without stockholder approval; no tax gross-ups .
Risk Indicators & Red Flags
- Ongoing losses: FY 2024 net loss of $11.9mm, NIM compression to 1.90% .
- Insider selling pressure: recent Form 4 shows tax-withholding share disposition (code F), not open-market selling; limited evidence of net selling pressure .
- Related party transactions: none >$120k; insider loans limited, compliant with Regulation O; $1.2mm legacy loans to a senior officer transitioning into employment, performing as agreed .
- Anti-pledging policy mitigates alignment risk; prohibited for executives/directors .
Compensation Peer Group (2024 design)
- 29 U.S. commercial banks (assets $1.3–$6.7bn; median market cap ~$350mm; equity $108–$701mm, median $291mm) across New England/NJ/NY/PA; Pearl Meyer supports design; reviewed annually .
Say-on-Pay & Shareholder Feedback
- Active shareholder engagement; board and management outreach; 2024 proxy included a shareholder proposal recommending sale/merger, which board opposed while noting engagement with an investment bank to assess strategic options .
Investment Implications
- Alignment: Strong ownership/retention structures (multi-year vesting, ownership guidelines, anti-pledging) support long-term alignment; governance safeguards around CIC and clawbacks reduce agency risk .
- Performance sensitivity: AIP/PSU metrics tightly linked to loan/deposit growth and NIM; compression in NIM and slower growth directly reduce realized pay, evident in 2023 PSU forfeiture and lower NII in 2024—this creates an incentive for disciplined balance sheet management and funding cost control .
- Retention economics: CIC severance at 3x salary+bonus could be material in an M&A scenario; single-trigger severance provides downside protection but is bounded by remaining term; investors should model change-in-control costs and potential equity acceleration under plan terms .
- Trading signals: Recent Form 4 activity reflects vesting/tax events rather than open-market sales; watch AIP metric trajectories (loan/deposit growth, NIM) and capital actions (repurchases) for signals of future incentive payouts and potential insider selling pressure as larger tranches vest .
