John F. Kuntz
About John F. Kuntz
Independent director of Blue Foundry Bancorp since July 2024 (age 69). Former Senior Executive Vice President and Chief Administrative Officer of Provident Bank; previously General Counsel and Corporate Secretary of Provident Financial Services, Inc. He holds a J.D. from New York Law School and a B.A. from Fairfield University, is licensed in NJ and NY, and is NACD-certified in cybersecurity oversight by Carnegie Mellon SEI . His biography notes leadership of multiple operational functions (Loan/Deposit Operations, Credit, Facilities, Marketing, HR, IT) and execution of capital markets/M&A transactions including taking Provident public and multiple bank/wealth acquisitions .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Provident Bank | Senior Executive Vice President & Chief Administrative Officer | Prior to 2024 | Managed Loan/Deposit Operations, Credit, Facilities, Marketing, HR, IT; executed growth transactions |
| Provident Financial Services, Inc. | General Counsel & Corporate Secretary | Prior to 2024 | Led legal and governance; participated in IPO and acquisitions |
| Beacon Trust Company (subsidiary) | Director | Prior to 2024 | Board oversight at wealth management subsidiary |
| The Provident Bank Foundation | Corporate Secretary | Prior to 2024 | Non-profit governance/secretary role |
External Roles
| Organization | Role | Public/Private | Notes |
|---|---|---|---|
| Beacon Trust Company | Director (prior) | Private (subsidiary of Provident) | Wealth management subsidiary board membership |
| American Bankers Association General Counsels Group | Member | N/A | Professional group membership |
| Society for Corporate Governance | Member | N/A | Professional governance association |
| Other public company boards | None disclosed | — | No current public company directorships indicated |
Board Governance
- Independence: Board determined all directors except the CEO are independent; Kuntz is independent .
- Committee memberships: Audit Committee member (Audit met 10x in 2024; Ely is Chair) ; Nominating & Corporate Governance Committee member (met 3x in 2024; Shaw is Chair) ; Enterprise Risk Management (ERM) Committee member (met 4x in 2024; Kinzler is Chair) .
- Audit Committee Report signatory: Kuntz listed among committee members issuing the report recommending inclusion of 2024 audited financials in Form 10-K .
- Attendance: No director attended fewer than 75% of Board/committee meetings; all directors attended the 2024 Annual Meeting .
- Leadership structure: Independent Chairman (Kenneth Grimbilas), separate from CEO; regular executive sessions of independent directors .
- Risk oversight: Dedicated ERM Committee; full Board retains general oversight .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual cash retainer | $51,000 | For service on Bancorp and Bank boards |
| Committee member retainers | Audit: $10,500; Nominating & Corporate Governance: $6,000; ERM: $6,000 | Per-committee annual retainers |
| Committee chair retainers | Audit: $20,000; Nominating & Corporate Governance: $11,500; Compensation: $12,000; ERM: $13,500 | Kuntz is not a chair |
| FY2024 cash fees (Kuntz) | $30,625 | As reported in Director Compensation Table |
Performance Compensation
| Equity Award Type | Grant (Shares) | Grant-Date Fair Value ($) | Vesting | Notes |
|---|---|---|---|---|
| Restricted Stock (RSAs/RSUs) | 19,255 | $191,587 | Ratably over 5 years | Granted in 2024 to Jobes and Kuntz |
| Stock Options | 48,133 | $183,387 | Vests ratably over 5 years | Granted in 2024 to Jobes and Kuntz; strike price/expiration not disclosed |
| Ongoing director equity program | 42,783 RS + 106,959 options (2022 cohort) | N/A | As plan-defined | Approved at 2022 Annual Meeting for then non-employee directors; Kuntz joined in 2024 and received 2024 grants |
- Performance metrics: Director equity awards are time-based; no director-specific performance metrics (e.g., TSR, NIM) are used for director equity grants. Performance metrics discussed in the proxy apply to executive long-term incentives (loan/deposit growth, NIM) and not to directors .
Other Directorships & Interlocks
| Company | Role | Sector | Interlock/Conflict Notes |
|---|---|---|---|
| Beacon Trust Company (prior) | Director | Wealth management | Prior affiliation with a financial services competitor’s subsidiary; no current BLFY related-party transactions reported |
| Current public company boards | None disclosed | — | No interlocks with BLFY customers/suppliers/competitors disclosed |
Expertise & Qualifications
- Legal and governance: Former General Counsel and Corporate Secretary; licensed attorney (NJ, NY) .
- Banking operations and administration: Led multiple operational departments at Provident Bank .
- Capital markets/M&A: Participated in IPO and multiple acquisitions .
- Cybersecurity oversight: NACD certification via Carnegie Mellon SEI .
- Education: J.D. (New York Law School), B.A. (Fairfield University) .
Equity Ownership
| Metric | Amount | As-of | Notes |
|---|---|---|---|
| Total beneficial ownership (shares) | 21,255 | Record date March 24, 2025 | Less than 1% of outstanding shares |
| Ownership % of common stock | <1% | 22,096,649 shares outstanding | Table indicates “*” less than 1% |
| Unvested stock awards | 19,255 | Dec 31, 2024 | As of FY-end |
| Unexercised stock options | 48,133 | Dec 31, 2024 | As of FY-end |
| Hedging/Pledging | Prohibited | Policy | Directors prohibited from hedging/pledging company stock |
| Ownership guideline | 3x annual retainer | Policy | Five years to comply from appointment/election; unvested performance shares and options excluded from counting |
Insider Trades (Form 4 Summary)
| Period | Transactions Reported | Notes |
|---|---|---|
| FY2024 | Not detailed in proxy | Company reports all insiders complied with Section 16(a) timely filing requirements; no delinquent reports noted |
Governance Assessment
- Strengths
- Independent director with deep banking legal/operational expertise; placed on Audit, Nominating & Corporate Governance, and ERM—committees that drive oversight quality .
- Strong attendance and engagement; all directors attended 2024 annual meeting; no attendance shortfalls .
- Stock ownership alignment policy (3x retainer) and strict anti-hedging/pledging; five-year compliance window (Kuntz appointed in 2024) .
- No related-party transactions involving directors/officers above $120,000; related transactions subject to independent Audit Committee review .
- Watch items
- Director equity grants include options, which can increase pay leverage; however, director awards are time-based and vest ratably over 5 years, limiting short-term risk-taking incentives .
- Prior affiliation with a regional competitor (Provident) warrants ongoing monitoring for any potential conflicts; none disclosed currently .
Notes on Compensation Committee Practices (Context for Board Oversight)
- Compensation Committee is independent; chaired by Robert T. Goldstein; engages Pearl Meyer as independent consultant; CEO excluded from deliberations on own pay .
- Executive performance metrics (not applicable to directors) emphasize net loan growth, net deposit growth, and NIM for long-term incentives .
Committee Assignments Summary
| Committee | Member | Chair | Meetings in 2024 |
|---|---|---|---|
| Audit | Yes | No (Chair: Ely) | 10 |
| Nominating & Corporate Governance | Yes | No (Chair: Shaw) | 3 |
| Enterprise Risk Management | Yes | No (Chair: Kinzler) | 4 |
| Compensation | No | Chair Goldstein | 6 |
Director Compensation Detail (FY2024)
| Name | Cash Fees ($) | Stock Awards ($) | Option Awards ($) | Other ($) | Total ($) |
|---|---|---|---|---|---|
| John F. Kuntz | 30,625 | 191,587 | 183,387 | — | 405,599 |
| Program terms | Directors receive $51,000 cash retainer; committee member/chair retainers per schedule; 2024 grants for Kuntz: 19,255 RS and 48,133 options; 5-year ratable vesting |
Related Party Transactions and Conflicts
- Policy: Audit Committee reviews all related party transactions; insider loans permitted only on non-preferential terms per banking regs .
- Disclosure: Aggregate insider/related entity loans ~$1.2 million (transition loans to a senior officer predating employment); no unfavorable features; otherwise, no transactions >$120,000 involving directors/executives reported .
Board Education and Engagement
- Directors completed between 16–22 hours of education/training in 2024; Board conducts annual self-evaluations; ongoing shareholder engagement reported .
