Mirella Lang
About Mirella Lang
Mirella Lang, age 46, has served as an independent director of Blue Foundry Bancorp since 2020. She currently leads institutional capital formation at ITE Management and brings 20+ years of experience across institutional investment management, investment banking, and financial institutions. She earned a B.S. in Accounting from Washington & Lee University (summa cum laude, Phi Beta Kappa) and an MBA from UC Berkeley Haas . She previously was a Managing Director in Business Development at AQR, and a Director in the Financial Institutions Group at UBS and earlier at Merrill Lynch & Co .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| AQR Capital Management | Managing Director, Business Development | Not disclosed | Led fundraising and investor relations with large institutional investors |
| UBS Investment Bank | Director, Financial Institutions Group | Not disclosed | Advised banks, asset managers, insurers on M&A, capital raising, restructuring, LBOs |
| Merrill Lynch & Co. | Investment Banking (Financial Institutions Group) | Not disclosed | Advised financial institutions on corporate initiatives |
External Roles
| Organization | Role | Type | Notes |
|---|---|---|---|
| ASSIST (non‑profit) | Board Member | Non-profit | Focused on high school exchange education for exceptionally gifted international students |
| ITE Management | Leads Institutional Capital Formation | Private investment firm | Current operating role (not a directorship) |
Board Governance
- Independence: The Board determined all directors except the CEO are independent; Lang is independent under NASDAQ standards .
- Committee memberships (2024–2025): Audit Committee (member), Compensation Committee (member), Enterprise Risk Management Committee (member); not a chair on any committee .
- Board/committee attendance: In 2024 and 2023, no director attended fewer than 75% of board and applicable committee meetings .
- Board structure and oversight: Independent Chair separate from CEO; regular executive sessions of independent directors; active risk oversight (including a standing Enterprise Risk Management Committee) .
- Director education: Each director completed between 16–22 hours of relevant education/training in 2024 .
- Policies supporting governance quality: Clawback policy (including Dodd‑Frank supplemental clawback adopted Dec 2023), anti-hedging and anti-pledging policy for directors and executive officers, stock ownership guidelines .
Fixed Compensation
Director compensation framework:
| Component | Amount |
|---|---|
| Annual Board Retainer (non‑employee directors) | $51,000 |
| Chairman additional retainer | $15,000 |
| Committee Member Retainers (Audit, Nominating, Compensation, Enterprise Risk) | $10,500; $6,000; $7,000; $6,000 respectively |
| Committee Chair Retainers (Audit, Nominating, Compensation, Enterprise Risk) | $20,000; $11,500; $12,000; $13,500 respectively |
| Meeting fees | None disclosed |
Lang’s reported director compensation:
| Metric | 2023 | 2024 |
|---|---|---|
| Fees Earned or Paid in Cash ($) | $74,500 | $74,500 |
| Stock Awards ($) | $0 | $0 |
| Option Awards ($) | $0 | $0 |
| All Other Compensation ($) | $0 | $0 |
| Total ($) | $74,500 | $74,500 |
Director retirement plans:
- Lang does not participate in either Director Retirement Plan or Director Retirement Plan II (participants exclude Ely, Grimbilas, Jobes, Lang, Kuntz) .
Performance Compensation
- Non‑employee directors do not have performance‑based cash incentives; there are no disclosed director performance metrics or meeting fees .
- Equity for directors has been time‑based under the 2022 Equity Incentive Plan (see equity awards below) .
Other Directorships & Interlocks
| Category | Details |
|---|---|
| Public company boards (current) | None disclosed in BLFY proxies for Lang |
| Public company boards (prior) | None disclosed |
| Private/non‑profit boards | ASSIST board member |
| Interlocks/related party exposure | No related‑party transactions involving directors above $120,000 in 2024; no loans outstanding to directors at 12/31/2023; 2024 disclosure notes transition loans to a senior officer only (not a director) |
Expertise & Qualifications
- Financial institutions expertise (investment management and investment banking) with advisory experience in M&A, capital raising, and restructuring across banks, asset managers, and insurers .
- Accounting foundation (B.S. Accounting) and top-tier MBA (UC Berkeley Haas) .
- Ongoing director education (16–22 hours completed in 2024) supports board effectiveness in risk/compliance and governance .
Equity Ownership
| Metric | 2023 (Record: Apr 5, 2024) | 2024 (Record: Mar 24, 2025) |
|---|---|---|
| Beneficial Ownership (shares) | 69,940 | 91,332 |
| Ownership as % of shares outstanding | <1% (star in proxy) | <1% (star in proxy) |
| Vested Options included (count) | 21,392 | 42,784 |
| Unvested Restricted Stock Awards outstanding (as of 12/31) | 34,226 | 25,669 |
| Unexercised Stock Options (as of 12/31) | 106,959 | 106,959 |
Ownership alignment policies:
- Directors must hold at least 3× annual retainer within five years; 50% of net shares from vesting must be retained until guidelines are met; hedging/pledging prohibited .
Governance Assessment
- Strengths: Independent status; active service on three oversight committees (Audit, Compensation, Enterprise Risk); robust director education; strong policies (clawbacks, anti‑hedging/pledging, ownership guidelines); consistent attendance .
- Alignment: Meaningful director equity from 2022 plan (unvested RSAs and options), plus beneficial ownership with vested options; cash-only compensation in 2023–2024 indicates no annual equity refresh beyond prior grants, consistent with conservative director pay practices .
- Investor confidence signals: 2025 re‑election vote support—Lang received 14,803,078 “For” vs 1,479,106 “Withhold” (broker non‑votes 3,257,414); shareholder proposal to sell/merge was rejected (2,224,355 For; 13,813,797 Against) .
- Potential conflicts/RED FLAGS: None disclosed—no related‑party transactions involving Lang; hedging/pledging prohibited; no director retirement accruals for Lang .
Overall, Lang’s capital markets and financial institutions background is additive to BLFY’s oversight needs, with independence, committee workload, and ownership policies supporting investor alignment. The strong re‑election vote in 2025 and conservative director compensation reinforce governance stability amid continued shareholder scrutiny of strategic alternatives .
