Keith D. Owes

About Keith D. Owes

Keith D. Owes, age 49, has served as Executive Vice President and Chief Risk Officer of Blue Foundry Bank since September 2024. He previously was Chief Risk Officer at The Bancorp Bank, N.A., and held senior management roles at Merrill Lynch and Bank of America; he holds a B.S. in Business Management from Howard University . Company operating context during 2024: total loans grew $22.8 million to $1.58 billion, total deposits rose $98.4 million to $1.34 billion, and net interest margin reached 1.90% (slightly above target), with non‑performing loans at 0.33%; management also reported non‑performing assets/total assets at 0.25% and a 17% increase in tangible book value per share to $14.74, aided by 1.9 million share repurchases at a $9.90 average price .

Past Roles

External Roles

No public company directorships or committee roles disclosed for Owes .

Fixed Compensation

Owes was not a Named Executive Officer (NEO) in 2024; his individual base salary and target bonus were not disclosed. Blue Foundry sets executive base salaries using peer benchmarks and annual reviews; for reference, 2024 base salaries for NEOs were as follows :

Performance Compensation

Annual Incentive Plan (AIP) – Structure and 2024 Outcomes

• Applies to executive officers; payouts depend 80% on financial metrics (net loan growth, deposit growth, core deposit growth, NIM) and 20% on individual performance (0–150% of target) .

• Illustrative 2024 AIP outcomes (NEOs): CEO 67.6% of target; CFO 67.5%; CTO 67.5% .

Long‑Term Equity Incentives – 2024 Design (applies to executives)

• Time‑based restricted stock: vests ratably over six years .
• Performance‑based restricted stock: 3‑year performance period (Jan 1, 2024–Dec 31, 2026) with shares earned at 0–100% of target; earned shares convert to time‑based restricted stock vesting over four years beginning 2027 .

• Options (plan feature): initial executive grants (2022) vest over seven years; options only have value above the exercise price and carry a 10‑year term .

Equity Ownership & Alignment

• Stock ownership guidelines: executive officers must hold Company stock equal to 1x base salary; newly appointed executives have five years to comply, and must retain a minimum of 50% of net shares from equity vesting until compliant; unvested performance shares and options do not count toward compliance .
• Anti‑hedging and anti‑pledging: executives are prohibited from hedging Company stock and from holding Company securities in margin accounts or pledging them as loan collateral .
• Beneficial ownership: Owes’ individual holdings were not itemized in the March 24, 2025 beneficial ownership table; NEOs and directors were listed, along with “all directors and executive officers as a group (15 persons)” at 5.34% .

Employment Terms

• No individual employment agreement, severance, or change‑in‑control (CIC) agreement for Owes was disclosed in the 2025 proxy. By contrast, the CEO has an employment agreement with severance protections (including 3x salary+bonus upon CIC with double‑trigger), and the CFO has a CIC agreement (3x salary+bonus and COBRA payments), underscoring that such terms are disclosed when they exist .
• Clawback policy: company‑wide clawback in the event of restatement, plus a supplemental Dodd‑Frank policy adopted in Dec 2023 .
• Best‑practice guardrails: no tax gross‑ups; no repricing/exchange of underwater options without shareholder approval; double‑trigger vesting for equity upon CIC .

Performance & Track Record (Company Operating Markers During/Just Prior to Owes’ Tenure)

Compensation Committee Analysis (Program Features Relevant to Owes)

• Independent consultant (Pearl Meyer) advises the Compensation Committee; peer group built around similarly complex banks in the Northeast with asset sizes ~$1.3–$6.7B and median equity ~$291M (list of 29 peers disclosed) .
• Emphasis on variable, performance‑linked pay; use of double‑trigger CIC protections; no option repricing; no significant perquisites; anti‑hedging/anti‑pledging .

Investment Implications

• Alignment and retention: Long vesting schedules (6–7 years for time‑based equity/options) and 3‑year performance cycles with an added 4‑year vest promote multi‑year retention and alignment; combined with the anti‑hedging/anti‑pledging policy, this structure generally reduces near‑term selling pressure from executives .
• Pay for performance: Executive incentives target core banking drivers (loan growth, deposit growth, NIM); 2024 AIP outcomes paid ~68% of target for NEOs as loan/core deposit goals missed but NIM and individual components contributed, reflecting a balanced formula in a tight‑margin environment .
• Ownership expectations: Owes, as a newly appointed EVP, has five years to meet the 1x base‑salary ownership guideline, with a 50% net‑shares hold‑through‑compliance requirement, supporting “skin‑in‑the‑game” over time .
• Contractual economics: No individual severance/CIC terms are disclosed for Owes; this limits visibility into his downside protection and potential change‑of‑control economics relative to CEO/CFO, where terms are explicit .
• Execution and risk posture: The firm reported strong asset quality (NPLs 0.33%; NPAs 0.25% of assets) and improved tangible book value/share in 2024, consistent with disciplined risk management as Owes assumed the CRO role; the Board also maintains an Enterprise Risk Management Committee, reinforcing oversight .