Jonathan M. Shaw
About Jonathan M. Shaw
Independent director of Blue Foundry Bancorp since 2010, age 59 as of December 31, 2024; current term expires at the 2027 annual meeting . President and Owner of Salon Development Corp (regional hair salon chain founded in 1964) and President and Owner of Lemon Tree Development (national franchisor of Lemon Tree Hair Salons), bringing entrepreneurial and small-business operating expertise to the board . Holds a Bachelor of Science from Syracuse University and an NACD Fellowship certificate, indicating formal director education and governance training .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Not disclosed in proxy | — | — | The director biography focuses on current entrepreneurial leadership roles; no prior roles are enumerated . |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Salon Development Corp | President & Owner | Not disclosed | Operates regional hair salon chain; experience in developing and scaling consumer-facing businesses . |
| Lemon Tree Development | President & Owner | Not disclosed | National franchisor; franchise operations, compliance, and growth experience . |
Board Governance
- Committee assignments: Member, Compensation Committee (Goldstein, Chair; 6 meetings in 2024; no member is a current or former officer/employee) .
- Committee assignments: Chair, Nominating and Corporate Governance Committee (3 meetings in 2024) .
- Committee assignments: Member, Enterprise Risk Management Committee (Kinzler, Chair; 4 meetings in 2024) .
- Not on Audit Committee (members: Ely—Chair, Grimbilas, Jobes, Kinzler, Kuntz, Lang; each member “independent” per charter; 10 meetings in 2024) .
- Board activity and attendance: Bancorp board held 4 regular, 1 organizational, and 11 special meetings in 2024; bank board held 12 regular, 1 special, and 1 organizational meeting; no director attended fewer than 75% of aggregate board and committee meetings; independent directors hold executive sessions .
- Board structure: Nine members; declassification scheduled by 2027 (directors elected for two-year terms at the 2025 meeting to align with declassification) .
Fixed Compensation
| Year | Cash Retainer/Fees ($) | Stock Awards ($) | Option Awards ($) | All Other Comp ($) | Total ($) |
|---|---|---|---|---|---|
| 2024 | 74,500 | 0 | 0 | 0 | 74,500 |
Director compensation is primarily cash for 2024; no new equity awards were granted to Mr. Shaw in 2024 per the Director Compensation Table .
Performance Compensation
| Instrument/Metric | Detail | Status/Amount |
|---|---|---|
| Unvested RSUs | Unvested stock awards outstanding as of Dec 31, 2024 | 25,669 shares |
| Options (vested) | Vested options included in beneficial ownership | 42,784 options |
| 2024 Stock Awards | New grants in 2024 (director table) | $0 |
| 2024 Option Awards | New grants in 2024 (director table) | $0 |
| Performance metrics tied to director pay | Proxy disclosure for directors | Not disclosed; director pay presented as retainers/fees and equity awards without specified performance metrics |
The company describes performance metrics for executive annual incentives and equity plans (formal annual incentive plan implemented in 2020; 2022 Equity Incentive Plan), but does not specify performance metrics for non-employee director compensation .
Other Directorships & Interlocks
| Company/Entity | Role | Notes |
|---|---|---|
| Blue Foundry Bank (subsidiary) | Director | Each Bancorp director also serves on the Bank’s board . |
| Other public company boards | — | None disclosed in Shaw’s biography within the proxy . |
Expertise & Qualifications
- Entrepreneurial operator and franchise leadership: President and Owner at Salon Development Corp and Lemon Tree Development; perspective on scaling, customer operations, and risk management in consumer services .
- Governance training: NACD Fellowship certificate, indicating commitment to director education and governance practices .
- Education: Bachelor of Science, Syracuse University .
Equity Ownership
| Holder/Category | Shares/Units | Notes |
|---|---|---|
| Total beneficial ownership | 121,046 | Less than 1% of outstanding common stock (22,096,649 shares outstanding) |
| IRA (self) | 14,238 | Included in beneficial ownership |
| IRA (spouse) | 9,100 | Included in beneficial ownership |
| Custodian for child | 116 | Included in beneficial ownership |
| Vested options | 42,784 | Included in beneficial ownership |
| Unvested RSUs | 25,669 | Outstanding as of Dec 31, 2024 (unvested) |
Section 16(a) compliance: Company states no delinquent ownership reports for directors/officers during FY2024 .
Insider Trades (Section 16(a) Compliance Overview)
| Item | FY2024 Status |
|---|---|
| Timely filing of Forms 3/4/5 | Company states all were timely; no delinquent reports for directors/officers |
Related Party Transactions & Conflicts
- Loans to insiders: Aggregate outstanding loans to an insider and related entities ≈ $1.2 million at Dec 31, 2024, all to a senior officer (made before employment; “transition” loans under Reg O); no preferential terms; performing; approved under policy .
- Other related party transactions: None >$120,000 involving directors or executive officers; Audit Committee reviews/approves per policy .
- Potential conflicts: Shaw’s private business interests (salon/franchise companies) are disclosed; no transactions with Blue Foundry exceeding thresholds are reported, reducing immediate related-party risk; continue monitoring for any future dealings .
Governance Assessment
- Strengths:
- Chairs Nominating & Corporate Governance Committee, directly influencing board refreshment, effectiveness assessments, and governance guidelines; committee met three times in 2024, signaling active oversight .
- Serves on Compensation and Enterprise Risk Management committees; Compensation Committee is composed entirely of non-employee directors and met six times in 2024; ERM met four times—breadth of committee work indicates engagement across pay, talent, and risk oversight .
- Ownership alignment via 121,046 shares/units including 42,784 vested options and 25,669 unvested RSUs; while <1% of shares outstanding, holdings and outstanding awards provide ongoing economic exposure .
- No delinquent Section 16(a) filings and no related-party transactions >$120,000 involving directors reported; Audit Committee reviews related person transactions .
- Watch items / potential red flags to monitor:
- Classified board persists until 2027 (though set to declassify), which can temper near-term accountability; ongoing declassification is a mitigant .
- 2024 director compensation for Shaw was all cash with no new equity grants; while he has outstanding RSUs/options, the lack of annual equity in 2024 reduces incremental year-specific at-risk alignment; context may include prior-year grants under the 2022 plan .
- External private business leadership could pose future related-party or time-commitment considerations if customer/vendor relationships emerge, though none are disclosed currently .
