Kelly Pecoraro
About Kelly Pecoraro
Kelly Pecoraro, age 56, has served as Executive Vice President and Chief Financial Officer (CFO) of Blue Foundry Bancorp since May 2022; she is a CPA with a B.S. in Accounting from St. Peter’s College, with prior senior accounting leadership at Investors Bank and early career audit experience at KPMG . Her incentive design ties pay to core banking drivers—net loan growth, deposit growth, and net interest margin (NIM)—with 2024 annual bonus paying 67.5% of target as NIM exceeded target (1.90% vs. 1.87%) while loan/core deposit growth underperformed; 2023 performance-based equity was forfeited, underscoring rigor in targets . Equity awards emphasize long-dated vesting (6–7 years) and performance conversion post a three-year period, reinforcing long-term alignment .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Blue Foundry Bancorp | EVP & Chief Financial Officer | 2022–present | Public-company CFO since May 2022; leads finance for commercial banking transformation . |
| Investors Bank (acquired by Citizens Financial Group in Apr 2022) | EVP, Chief Accounting Officer & Comptroller | 2019–2022 | Led external reporting and controllership through acquisition; sustained public company rigor . |
| Investors Bank | Chief Accounting Officer | 2010–2019 | Built and led accounting function; enhanced controls and reporting . |
| Investors Bank | Financial Reporting team | 2005–2010 | SEC/financial reporting foundation ahead of later leadership roles . |
| KPMG LLP | Audit professional | Pre-2005 | Public company audit experience; CPA credentialing foundation . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| — | — | — | No public company directorships disclosed; serves as an executive officer (not a director) at BLFY . |
Fixed Compensation
| Year | Base Salary ($) | Target Bonus (%) | Actual Bonus Paid ($) | All Other Comp ($) | Total Comp ($) |
|---|---|---|---|---|---|
| 2024 | 420,000 | 60% | 170,040 | 19,148 | 988,788 |
| 2023 | 400,000 | 60% | 42,000 | 18,306 | 1,300,306 |
Performance Compensation
Annual Incentive Plan – 2024 Structure and Outcomes
| Metric | Weight | Threshold (50%) | Target (100%) | Superior (150%) | Actual Result | Payout |
|---|---|---|---|---|---|---|
| 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% |
| Overall AIP Achievement | 100% | — | — | — | — | 67.5% of target |
- 2024 target award opportunity: 60% of base salary ($252,000) with actual payout of $170,040 (67.5% of target) .
Long-Term Equity Incentives
- 2024 grants (Feb 1, 2024): time-based RSUs (17,500 shares; vest 1/6 annually starting year 1) and performance-based RSUs at target (22,500 shares; 3-year performance period to 12/31/26; if earned, convert to time-based vesting over 4 years) .
- Performance metrics and weights for 2024 PSUs: Net Loan Growth (30%, $350mm), Net Deposit Growth (40%, $400mm), NIM (30%, 2.84%) .
| Grant Date | Time-based RSUs (#) | Performance RSUs at Target (#) | Grant Date Fair Value ($) | Key Vesting Terms |
|---|---|---|---|---|
| 2/1/2024 | 17,500 | 22,500 | 379,600 | Time-based: 1/6 annually starting 1-year post-grant; Performance: 3-year measurement to 12/31/26, then converts to 4-year time-based vesting if earned . |
- 2023 performance-based grants were forfeited on Jan 1, 2024 (not earned), reflecting stringent targets (Ms. Pecoraro 2023 PSU grant-date fair value $420,000) .
Equity Ownership & Alignment
| Beneficial Ownership (as of Mar 24, 2025) | % of Outstanding | ESOP Allocated | Unvested Restricted Stock | Unvested Performance Awards (target) | Vested Options |
|---|---|---|---|---|---|
| 127,920 shares | <1% | 4,086 | 39,583 | 22,500 | 50,572 |
- Stock Ownership Guidelines: Other executive officers must hold Company stock equal to 1x base salary within five years; 50% of net shares from vestings must be retained until compliance. Anti-hedging and anti-pledging policy prohibits hedging and pledging, including margin accounts .
- Clawbacks: Compensation recovery policy applies to incentive awards upon restatements; supplemental Dodd-Frank-compliant clawback adopted Dec 2023 .
- Governance practices include “no tax gross-ups,” “no repricing/exchange of underwater options without stockholder approval,” and double-trigger vesting/severance on change-in-control .
Vesting Schedules and Outstanding Awards (12/31/2024)
| Award Type | Grant Date | Exercisable | Unexercisable | Exercise Price | Expiration | Unvested RSUs | Unearned Perf. Shares (Target) | Notes |
|---|---|---|---|---|---|---|---|---|
| Stock Options | 10/19/2022 | 25,286 | 151,714 | $11.69 | 10/19/2032 | — | — | Options vest over 7 years from 1st anniversary; options were OTM at 12/31/24 FMV $9.81 . |
| RSUs (time-based) | 3/6/2023 | — | — | — | — | 35,000 | — | Vest over 7 years from 1st anniversary . |
| RSUs (time-based) | 2/1/2024 | — | — | — | — | 17,500 | — | Vest 1/6 annually over 6 years from 1st anniversary . |
| Performance-based RSUs | 2/1/2024 | — | — | — | — | — | 22,500 | 3-year measurement (2024–2026); if earned, converts to RSUs vesting over 4 years . |
Employment Terms
| Agreement | Term | Trigger(s) | Cash Multiple | Health Benefits | Other Key Terms |
|---|---|---|---|---|---|
| Change in Control Agreement (CFO) | 1-year evergreen; extends to 3 years post-CoC | Termination without cause or resignation for good reason on/after effective CoC (double-trigger) | 3x (base salary + highest annual cash bonus in last 3 completed periods) | 36 monthly COBRA premium payments | “Good reason” includes material pay cut, material reduction in duties, or relocation increasing commute ≥30 miles . |
| Related Party Transactions | — | — | — | — | No Item 404(a) related party transactions disclosed upon hire . |
Compensation Structure Notes
- Peer group benchmarking (29 banks; assets ~$1.3–$6.7B; market cap around $350mm) with Pearl Meyer as independent consultant; salaries reviewed annually; 2024 CFO base increased 5% to $420k .
- Equity program evolution: 2022 stock options (7-year vest); 2023 introduced time-based and performance-based stock (7-year vest); 2024 maintains both, shortening time-based to 6 years and adopting a 3-year performance period with post-conversion 4-year vesting .
Investment Implications
- Alignment and risk controls: Strong governance (no tax gross-ups, anti-hedge/pledge, clawbacks) plus double-trigger CoC benefits reduce misalignment risk; long vesting horizons and forfeited 2023 PSUs indicate real performance gating of equity value .
- Selling pressure: As of 12/31/24, CFO’s 2022 options were out-of-the-money (exercise $11.69 vs. $9.81 FMV), and time-based equity vests slowly (6–7 years), tempering near-term share sale pressure; any 2024 PSUs, if earned, add further multi-year vesting .
- Pay-for-performance: 2024 AIP paid 67.5% of target; NIM exceeded target while loan/core deposit growth underperformed—cash incentives reflected balanced outcomes, limiting windfalls in a challenging funding environment .
- Retention vs. CoC economics: The CFO’s 3x CoC multiple and 36 months COBRA represent meaningful parachute value under a change-in-control; combined with long equity vesting, this supports retention but creates a standard regional-bank CoC incentive should strategic alternatives emerge .
