Patrick H. Kinzler
About Patrick H. Kinzler
Patrick H. Kinzler, age 66, has served on Blue Foundry Bancorp’s board since 2012 and is an independent director. He is Managing Principal at HLW International LLP (since 2006) overseeing Finance, Legal, and IT; previously Treasurer at KPMG Consulting/BearingPoint (2000–2005), Assistant Treasurer at SmithKline Beecham (1997–2000), and began his corporate banking career at PNC Financial Corp in 1986. He holds a B.S. in Business Administration/Accounting (Shippensburg State University) and an MBA in Finance (Temple University). The board cites his banking and treasury experience as valuable for risk management oversight .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| HLW International LLP | Managing Principal overseeing Finance, Legal, IT | Since 2006 | Brings operating, finance, and IT oversight experience to board risk discussions |
| KPMG Consulting/BearingPoint | Treasurer | Jan 2000–Dec 2005 | Corporate treasury leadership relevant to bank risk/finance |
| SmithKline Beecham | Assistant Treasurer | 1997–2000 | Liquidity and treasury skills |
| PNC Financial Corp | Credit training; Corporate Banker; Manager of Large Corporate Banking (NJ) | Began 1986; last role in NJ market (dates not specified) | Commercial credit/banking expertise |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Public company boards | None disclosed | — | — (no other public boards disclosed in director biography section) |
Board Governance
- Independence: Board determined all directors except the CEO are independent; Kinzler is independent .
- Committee roles: Chair, Enterprise Risk Management Committee; Member, Audit Committee .
- Meetings and attendance: In 2024 the Bancorp board held 4 regular + 11 special meetings; Bank board held 12 regular + 1 special meetings; no member attended fewer than 75% of board/committee meetings . All directors attended the 2024 annual meeting and are expected to attend 2025 .
- Executive sessions: Board conducts regular executive sessions of independent directors .
- Director education: Each director completed 16–22 hours of relevant education in 2024 .
- Declassification: Board approved phased declassification; all directors to be elected annually by 2027 .
- Election signal (2025 AGM): Kinzler was re-elected (For 14,721,582; Withhold 1,560,602; Broker non-votes 3,257,414), indicating moderate withhold but clear majority support .
| Committee | Role | FY 2024 Meetings |
|---|---|---|
| Enterprise Risk Management | Chair | 4 |
| Audit | Member | 10 |
Fixed Compensation
- Structure: Annual board retainer $51,000; committee retainers: Audit member $10,500, Nominating & Corporate Governance member $6,000, Compensation member $7,000, Enterprise Risk member $6,000; chair fees: Audit $20,000, Nominating $11,500, Compensation $12,000, Enterprise Risk $13,500 .
- Actual fees: Kinzler’s director cash compensation totaled $75,000 in 2023 and $75,000 in 2024 (no additional stock/option awards in those fiscal years), consistent with $51,000 retainer + Audit member + ERM chair .
| Component | FY 2023 | FY 2024 |
|---|---|---|
| Annual board retainer (policy) | $51,000 | $51,000 |
| Audit Committee member fee (policy) | $10,500 | $10,500 |
| ERM Committee chair fee (policy) | $13,500 | $13,500 |
| Kinzler – Fees earned (actual) | $75,000 | $75,000 |
Performance Compensation
- Director equity program: Non-employee directors received 42,783 restricted stock and 106,959 options in 2022; no 2023 director grants; 2024 grants of 19,255 RSAs and 48,133 options were made only to newly added directors Jobes and Kuntz (Kinzler received no new grants in 2024) .
- Outstanding director awards (Dec 31, 2024): Kinzler had 25,669 unvested stock awards and 106,959 unexercised options outstanding, consistent with the 2022 director grant program .
| Director Equity | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Non-employee director grant (per director) | 42,783 RSAs; 106,959 options | No director grants | Jobes/Kuntz: 19,255 RSAs; 48,133 options; others none |
| Kinzler – Outstanding Equity (as of) | Dec 31, 2023 | Dec 31, 2024 |
|---|---|---|
| Unvested stock awards (#) | 34,226 | 25,669 |
| Unexercised options (#) | 106,959 | 106,959 |
Performance metrics tied to company incentive plans (executives; governance signal of pay-for-performance discipline):
| 2024 AIP Performance Measures | Weight | Threshold (50%) | Target (100%) | Superior (150%) | Actual | Payout Scaling |
|---|---|---|---|---|---|---|
| Net Loan Growth ($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% |
Other Directorships & Interlocks
| Category | Disclosure |
|---|---|
| Current public company boards (other than BLFY) | None disclosed |
| Shared directorships with competitors/suppliers/customers | Not disclosed in proxy |
Expertise & Qualifications
| Dimension | Detail |
|---|---|
| Education | B.S. Business Administration/Accounting (Shippensburg State University); MBA Finance (Temple University) |
| Technical/functional expertise | Corporate treasury, banking, risk management, finance, IT oversight |
| Board qualification | Board cites his banking and corporate treasury experience as assisting risk management oversight |
Equity Ownership
| Ownership Detail | As of Apr 5, 2024 | As of Mar 24, 2025 |
|---|---|---|
| Beneficial ownership (shares) | 103,505 | 124,897 |
| Percent of outstanding | * (<1%) | * (<1%) |
| Shares outstanding (reference) | 23,930,547 | 22,096,649 |
| Vested options included | 21,392 | 42,784 |
| IRA holdings | 8,202 | 4,853 |
| Roth IRA holdings | — | 3,349 |
| Unvested stock awards (director grants) | 34,226 (12/31/2023) | 25,669 (12/31/2024) |
| Unexercised options (director grants) | 106,959 (12/31/2023) | 106,959 (12/31/2024) |
| Hedging/pledging | Prohibited for directors by policy | |
| Stock ownership guidelines | Non-employee directors: 3× annual retainer; 5 years to comply; 50% net shares from vesting must be retained until guideline met |
Governance Assessment
- Board effectiveness: Kinzler chairs ERM Committee and is on Audit—placing him at the center of risk oversight and financial reporting; ERM met 4 times and Audit met 10 times in 2024, with no member below 75% attendance—indicating active engagement .
- Independence and alignment: Independent director; subject to anti-hedging/pledging; director ownership guidelines (3× retainer) support alignment; he holds RSAs and options from the 2022 director equity program .
- Compensation discipline: Director pay is modest and formulaic ($51k retainer plus committee fees); no new grants in 2023–2024 for incumbent directors; director equity granted in 2022 vests over multi-year periods, promoting long-term alignment .
- Shareholder signals: At the 2025 AGM, Kinzler received 14.7M votes For vs. 1.56M Withhold; the shareholder proposal to sell/merge failed (2.22M For vs. 13.81M Against), suggesting broad support for current governance and strategy while acknowledging some dissent .
- Conflicts/related-party: Proxy discloses no related-party transactions >$120,000 involving directors; hedging/pledging prohibited; no delinquent Section 16(a) filings—low governance red flags .
RED FLAGS
- None material disclosed regarding related-party transactions, hedging/pledging, or attendance. Note: Director retirement plans frozen; Kinzler participates in Director Retirement Plan II (benefit amounts determined as of freeze date, paid over 10 years), which is not a conflict but is a legacy benefit to monitor for optics .
Director Compensation – Detailed
| Item | FY 2023 | FY 2024 |
|---|---|---|
| Kinzler – Fees earned or paid in cash | $75,000 | $75,000 |
| Stock awards | — | — |
| Option awards | — | — |
| Other compensation | — | — |
Insider Trades and Section 16 Compliance
| Item | Disclosure |
|---|---|
| Section 16(a) filing timeliness | Company believes all executives/directors complied; no delinquencies disclosed for FY 2024 and FY 2024–2025 |
| Form 4 trade activity | Not detailed in proxy; no specific trades disclosed |
AGM Voting Outcomes (May 15, 2025)
| Proposal | For | Against/Withhold | Abstain | Broker Non-Votes |
|---|---|---|---|---|
| Elect Director – Patrick H. Kinzler | 14,721,582 | 1,560,602 (Withhold) | — | 3,257,414 |
| Ratify KPMG (auditor) | 18,716,031 | 281,923 | 541,644 | — |
| Shareholder proposal: sale/merger | 2,224,355 | 13,813,797 | 244,032 | 3,257,414 |
Policies Relevant to Board Confidence
- Anti-hedging/anti-pledging (directors and executives) .
- Stock ownership guidelines (directors: 3× annual retainer; 5-year compliance window; 50% net shares retained until met) .
- Clawbacks applied to incentive compensation (including supplemental Dodd-Frank policy) .
- Regular executive sessions of independent directors; separate Chairman (independent) and CEO roles .
Overall implication: Kinzler’s deep treasury/banking background and chairmanship of the ERM Committee strengthen BLFY’s board risk oversight. Governance controls (independence, ownership guidelines, anti-hedging/pledging, clawbacks) and active attendance support investor confidence, with no material conflict disclosures; the 2025 vote shows majority support amid modest dissent, a signal to continue monitoring alignment and performance-linked incentives .
