Kenneth Grimbilas
About Kenneth Grimbilas
Kenneth Grimbilas, age 71, is Chairman of the Board of Blue Foundry Bancorp and Blue Foundry Bank and has served as a director since 1997; he is designated as an independent director and does not hold any executive role at the company . He is Chief Executive Officer of Tornqvist, Inc., a boutique fabrication and machine shop, and has served on the board of the Chilton Memorial Hospital Foundation (now Chilton Medical Center, part of Atlantic Health); education credentials are not disclosed in the proxy .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Tornqvist, Inc. | Chief Executive Officer | Not disclosed | Manufacturing and operational expertise; diverse industry clients (pharma, aerospace, transportation, consumer) |
| Chilton Memorial Hospital Foundation (now Chilton Medical Center, Atlantic Health) | Board Member | Not disclosed | Community healthcare governance exposure |
| Blue Foundry Bancorp/Bank | Director; Chairman of the Board | Director since 1997; Chairman (years not separately disclosed) | Long-tenured board leadership; independent chair model supports oversight |
External Roles
| Organization | Type | Role | Notes |
|---|---|---|---|
| Chilton Memorial Hospital Foundation / Chilton Medical Center (Atlantic Health) | Non-profit healthcare | Board Member | External governance role; not a public company directorship |
No other public company directorships or interlocks are disclosed for Mr. Grimbilas in BLFY’s proxy .
Board Governance
- Chairman and independent director; CEO role and chair are separated to enhance independent oversight .
- Board committees: Audit Committee member; Compensation Committee member; Nominating & Corporate Governance Committee member; Enterprise Risk Management Committee member; not a committee chair (chairs: Ely—Audit; Goldstein—Compensation; Shaw—Nominating & Corporate Governance; Kinzler—Enterprise Risk) .
- Attendance: In 2024, no director attended fewer than 75% of board and committee meetings; Bancorp board held 4 regular, 1 organizational, and 11 special meetings; Bank board held 12 regular, 1 special, and 1 organizational meeting .
- Executive sessions: Board conducts regular executive sessions of independent directors .
- Audit Committee report signatory: Mr. Grimbilas listed among members endorsing 2024 10-K inclusion .
Fixed Compensation
| Component | 2024 Amount/Policy | Notes |
|---|---|---|
| Base annual retainer (director) | $51,000 | Applies to service on Bancorp and Bank boards |
| Chairman of the Board additional retainer | $15,000 | Paid to Mr. Grimbilas as chair |
| Committee member retainers | Audit: $10,500; Nominating & Corporate Governance: $6,000; Compensation: $7,000; Enterprise Risk: $6,000 | Per-committee annual member fees |
| Committee chair retainers | Audit: $20,000; Nominating & Corporate Governance: $11,500; Compensation: $12,000; Enterprise Risk: $13,500 | Mr. Grimbilas is not listed as a committee chair |
| Director Retirement Plan (frozen) | $4,038.67 monthly benefit starting at later of separation or age 70; payable for life or 5 years minimum | Applies to Ely and Grimbilas; plan frozen June 2022 (no further accruals) |
| Other Compensation (medical premiums) | $1,638 in 2024 | Paid on behalf of Mr. Grimbilas |
| Director Compensation (Totals) | 2023 | 2024 |
|---|---|---|
| Fees Earned or Paid in Cash | $95,500 | $95,500 |
| Stock Awards | $0 | $0 |
| Option Awards | $0 | $0 |
| All Other Compensation | $1,298 | $1,638 |
| Total | $96,798 | $97,138 |
Performance Compensation
- 2022 equity plan grants (directors): 42,783 restricted shares and 106,959 options to each non-employee director at that time; awards were made in 2022 .
- 2024 grants: 19,255 restricted shares and 48,133 options granted to directors Jobes and Kuntz; vest ratably over five years; no new grants disclosed for Mr. Grimbilas in 2024 .
- Unvested stock awards held by Mr. Grimbilas as of 12/31/2024: 25,669 shares .
- Unexercised stock options held by Mr. Grimbilas as of 12/31/2024: 106,959 options .
| Performance Metric Element (Directors) | Disclosure |
|---|---|
| Director equity performance metrics (e.g., TSR, EBITDA) | Not disclosed for director compensation; director equity described as restricted stock and options without stated performance conditions for Mr. Grimbilas |
Other Directorships & Interlocks
| Company/Organization | Role | Public Company? | Interlock/Conflict Noted |
|---|---|---|---|
| Chilton Memorial Hospital Foundation/Chilton Medical Center (Atlantic Health) | Board Member | No | None disclosed |
Proxy does not disclose any other public company boards or interlocks for Mr. Grimbilas .
Expertise & Qualifications
- Manufacturing and operational leadership as CEO of Tornqvist, Inc.; exposure across regulated and technical industries (pharma, aerospace, transportation) .
- Long-tenured board leadership and knowledge of Northeastern New Jersey market .
- Governance participation across audit, compensation, nominating, and enterprise risk committees, reinforcing breadth of oversight experience .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | Notes |
|---|---|---|---|
| Kenneth Grimbilas | 143,749 | <1% | Based on 22,096,649 shares outstanding as of March 24, 2025 |
| Unvested stock awards (as of 12/31/2024) | 25,669 | N/A | Director RSU-type awards (vesting not disclosed for 2022 grants) |
| Unexercised stock options (as of 12/31/2024) | 106,959 | N/A | Granted under 2022 equity plan |
- Stock ownership guidelines for directors: minimum of three times the annual retainer; five-year compliance window; at least 50% of net shares from vesting must be retained until guidelines are met; options and unvested performance shares excluded from calculation .
- Anti-hedging and anti-pledging policy: prohibits hedging and pledging by directors; also bans holding company securities in margin accounts .
Governance Assessment
- Independence and role separation: Independent chair with CEO/Chair separation; regular executive sessions of independent directors; majority-independent board—positive for oversight quality and investor confidence .
- Committee engagement: Membership across Audit, Compensation, Nominating & Corporate Governance, and Enterprise Risk indicates active board involvement; Audit report signatory supports financial reporting oversight .
- Attendance: No director under 75% threshold; substantial meeting cadence suggests engaged board; however, individual attendance rates per director are not itemized .
- Compensation alignment: Director pay primarily fixed cash retainers plus legacy equity from 2022; minimal other compensation (medical premiums $1,638 in 2024); presence of frozen director retirement plan benefit ($4,038.67/month for Mr. Grimbilas) is atypical in modern governance but grandfathered and frozen—monitor optics but not accruing further .
- Ownership and policies: Meaningful personal share ownership and legacy awards; strong anti-hedging/pledging and stock ownership guidelines—positive alignment signals .
- Related-party/loans: No related-party transactions >$120,000, and no loans outstanding to directors or related entities as of Dec 31, 2023—low conflict profile .
- Shareholder feedback/sentiment: 2025 annual meeting saw strong opposition to a shareholder proposal recommending sale/merger (For: 2,224,355; Against: 13,813,797; Abstain: 244,032; Broker non-votes: 3,257,414), suggesting shareholders did not favor forced strategic alternatives at that time .
Red Flags to monitor
- Legacy director retirement plan benefit, even frozen, can be viewed unfavorably by some investors; ensure transparency and ongoing freeze status .
- Medical premium payments (small dollar amounts) are perquisites; while modest, continued provision should be disclosed consistently .
- No explicit disclosure of director-level performance metrics tied to equity; awards appear time-based and options standard—typical for director compensation but limits pay-for-performance linkage .
Compensation Committee practices (context)
- Uses an independent compensation consultant and maintains clawback policies (Dodd-Frank supplemental policy in Dec 2023) and anti-hedging/pledging—strong governance; peer group median asset size ~$3.5B in tri-state used for executive benchmarking (Mr. Grimbilas is a member of the committee) .
