Thomas Packwood
About Thomas Packwood
Senior Vice President and Chief Audit Executive at Blue Foundry Bancorp since 2011; age 58 as of the 2024 proxy. He holds a B.S. in Accounting from Villanova University, is a Certified Public Accountant, and is credited with inventing and implementing a patented quarterly Risk Assessment and Management System. His remit aligns with Blue Foundry’s emphasis on robust audit and risk oversight cited by management as a key enabler through macro volatility. Company performance context in 2024: loans grew $22.8M to $1.58B, deposits grew $98.4M (7.9%) to $1.34B, and NIM reached 1.90% versus target—core metrics that drive executive incentive design and realizable pay across the organization .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Deloitte | Senior positions (audit/risk) | Not disclosed (prior to 2011) | Built audit/risk experience relevant to Chief Audit Executive role . |
| U.S.B. Holding Co. | Senior positions | Not disclosed (prior to 2011) | Banking operating and control experience . |
| USA Bank | Senior positions | Not disclosed (prior to 2011) | Banking operating and control experience . |
| RSM US LLP | Senior positions | Not disclosed (prior to 2011) | Advisory/audit expertise . |
External Roles
No public company directorships or external board roles disclosed for Packwood .
Fixed Compensation
No individual base salary, target bonus, or perquisite disclosure is provided for Packwood (non-NEO). The proxy provides detailed cash compensation only for Named Executive Officers (CEO, CFO, and another NEO), not for the Chief Audit Executive .
Performance Compensation
Executive incentive design (applies company-wide; NEOs disclosed) emphasizes corporate financial results and individual performance. These are the metrics, weightings, and 2023–2024 disclosed results that drive realizable pay and alignment.
| Metric structure | 2023 Weight | 2023 Threshold/Target/Superior | 2023 Actual | 2023 Payout | 2024 Weight | 2024 Threshold/Target/Superior | 2024 Actual | 2024 Payout |
|---|---|---|---|---|---|---|---|---|
| Net Loan Growth ($mm) | 25% | 100 / 150 / 200 | 16 | 0% | 25% | 67 / 100 / 133 | 22.8 | 0% |
| Net Deposit Growth ($mm) | 20% | 57 / 100 / 133 | (44) | 0% | 20% | 90 / 135 / 180 | 97.5 | 58% |
| Core Deposit Growth ($mm) | 10% | 47 / 70 / 90 | (221) | 0% | 10% | 47 / 70 / 93 | (13.2) | 0% |
| Net Interest Margin (%) | 25% | 2.30 / 2.50 / 2.70 | 2.09 | 0% | 25% | 1.84 / 1.87 / 2.25 | 1.90 | 104% |
| Individual Performance | 20% | Discretionary | Discretionary | Discretionary | 20% | Discretionary | 150% | 150% |
Notes:
- Target award opportunities are set as a % of base salary for executives; examples for NEOs in 2024: CEO 60%, CFO 60%, CTO 35%. Actual NEO payouts for 2024 equated to ~67.5–67.6% of target overall—driven largely by NIM and individual performance offsetting weaker loan/core deposit growth .
Equity Ownership & Alignment
| Policy/Term | Details |
|---|---|
| Stock ownership guidelines | Executive officers must hold Company stock equal to 1x base salary; five-year compliance window; executives must retain at least 50% of net shares from vesting until in compliance; unvested PSUs and options do not count toward guidelines . |
| Hedging/pledging | Executives are prohibited from hedging and from holding Company shares in margin accounts or pledging as collateral—reduces misalignment and downside-protection behaviors . |
| Clawback | The Company maintains a clawback policy (supplemented in Dec 2023 to conform with Dodd-Frank) allowing recovery of incentive pay upon restatement; enhances pay-for-performance rigor . |
| Equity plan capacity | 2022 Equity Incentive Plan authorizes up to 3,993,150 shares (1,140,900 RSAs/RSUs; 2,852,250 options) . |
| Time-vested equity | Restricted shares typically vest ratably over 5–7 years starting one year after grant; options vest over 5–7 years; 10-year option term . |
| Performance equity | PSUs tied to Net Loan Growth, Net Deposit Growth/Core Deposit Growth, and NIM; 2024 PSUs carry a 3-year measurement (2024–2026), then convert into time-based RS that vest ratably over four years (2027–2030) . |
| CIC/acceleration | Time-based awards and options accelerate upon death, disability, or involuntary termination at or following a change in control under the plan . |
| Company-level grant cadence | 2025 YTD: 38,500 RS awards (3- and 5-year ratable vest). 2024: 184,625 RS awards; 193,070 PSUs granted to officers. No options were granted in 2025 YTD; 48,133 options granted in 2024 . |
| Options outstanding (company) | 2,138,186 outstanding; 829,661 exercisable as of 9/30/25; Wtd. avg. exercise price $11.56; remaining life 7.1 years . |
No individual beneficial ownership line-item is disclosed for Packwood in the beneficial ownership tables; those tables include directors and certain executive officers (NEOs) only. Anti-hedging/pledging and ownership guidelines apply to him as an executive officer .
Employment Terms
| Item | Disclosure (Packwood) |
|---|---|
| Employment agreement | Not disclosed. CEO agreement summarized in proxy; no comparable disclosure for Chief Audit Executive . |
| Severance/CIC economics | Not disclosed for Packwood. Under the equity plan, award acceleration applies on death, disability, or involuntary termination at/after CIC, affecting unvested equity overhang and retention dynamics . |
| Non-compete / non-solicit | Not disclosed. |
| Post-termination consulting | Not disclosed. |
Performance & Track Record
| Company performance metric (context for incentive plans) | 2024 Result |
|---|---|
| Loan Growth ($mm) | +$22.8M (to $1.58B) |
| Deposit Growth ($mm) | +$98.4M to $1.34B (7.91%) |
| Net Interest Margin | 1.90% (slightly above target) |
| Credit quality (9/30/25) | Non-performing loans $11.4M (0.66% of total loans); ACL-to-NPL 121.5% . |
| Legal proceedings | No material legal proceedings as of Q3 2025 . |
Compensation Peer Group (Benchmarking)
The 2024 peer set comprises 29 publicly listed Northeastern U.S. banks with market caps around $350M, total assets $1.3B–$6.7B, and total equity $108M–$701M; used to calibrate competitiveness and structure (Pearl Meyer as independent consultant). The Committee reviews this annually .
Related Party Transactions and Governance Controls
- No material related-party transactions since January 1, 2020 outside ordinary-course lending on market terms; Audit Committee reviews related party transactions policy .
- Robust audit/risk infrastructure highlighted by the Company, consistent with Packwood’s function leading internal audit .
Investment Implications
- Alignment and low pledging risk: Anti-hedging and anti-pledging policy plus stock ownership guidelines (1x salary, mandatory post-vest holding until compliant) reduce misalignment and limit leveraged selling pressure—supportive for insider-signal integrity .
- Long vesting horizon = retention and limited near-term selling float: 5–7 year ratable vesting for time-based equity and 3-year PSU measurement that converts to an additional 4-year vesting meaningfully staggers realizable value, anchoring retention for audit/risk leadership roles like Packwood’s and limiting near-term secondary supply from insiders .
- Pay-for-performance linkage: Corporate metrics governing incentives (loan growth, deposits, NIM) create a clear link between bank fundamentals and realizable pay across executives; 2024 outcomes show NIM and discretionary components offsetting mixed growth—important for assessing forward incentive momentum under changing rate conditions .
- Disclosure gap: Lack of individual compensation and ownership line-items for Packwood limits direct calibration of his personal selling pressure and equity delta; investors should monitor future proxies and Form 4 activity for incremental signal.
- Risk oversight continuity: Tenure since 2011 and the Company’s stated heavy investment in audit/risk processes suggest lower execution risk in the control environment, a positive in a volatile rate/regulatory backdrop .
