Robert Ridolfi
About Robert N. Ridolfi
Robert N. Ridolfi, Esq. is an independent director of Princeton Bancorp, Inc. (BPRN) and has served on the board since 2007. He is 77, the managing member of Robert N. Ridolfi, LLC (land use and real estate law), and holds an A.B. from Princeton University (1970) and a J.D. from the University of Denver College of Law (1974). He also serves as Secretary of the company, a board officer role, while remaining classified as independent under Nasdaq standards by the board. His legal background centers on complex residential and commercial financing and real estate matters, with deep ties to Mercer County, NJ.
Past Roles
| Organization | Role | Tenure/Date | Committees/Impact |
|---|---|---|---|
| Robert N. Ridolfi, LLC (law firm) | Managing Member | Not disclosed | Specializes in land use and real estate law; complex financing transactions |
| Mercer County Bar Association | Chair, Real Estate Section | “For several years” (not dated) | Led real estate section activities |
| Mercer County Judicial & Prosecutorial Due Diligence Committee | Member | Appointed 2014 | Judicial/prosecutorial diligence oversight |
| Mercer County Planning Board | Attorney | Since 2007 | County land use counsel |
| Princeton Charter Club (Board of Trustees) | Life Governor | Since 2002 | Long-standing governance role |
| Trumbull Atwood Association (CT) | Director | “Recently elected” (not dated) | Governing body of residential condominium |
External Roles
| Category | Organization | Role | Notes |
|---|---|---|---|
| Public company boards | None | — | Except for Mr. Tuchman at FTAI Aviation, the proxy states no other BPRN director serves on a public company board; no listing for Ridolfi |
| Private/non-profit/civic | Listed above (Past Roles) | Various | Community and legal governance roles |
Board Governance
- Independence: Classified as independent under Nasdaq rules; only Distler, Dietzler, and Barrett are non-independent.
- Committee assignments: Audit Committee (member), Compensation/HR Committee (member), Nomination Committee (member); not a chair. Chairs: Audit – Giacin; Comp/HR – Gillespie; Nomination – Wishnick.
- Attendance: In 2024 the board met 11 times; Audit 4; Compensation/HR 6; Nomination 1; each director attended ≥75% of their meetings. All directors attended the 2024 annual meeting except Barrett (appointed Aug 23, 2024).
- Additional governance roles: Signatory to the Audit Committee Report (with Giacin, Gillespie, Tuchman).
- Board structure: Independent chair (Gillespie); CEO/Chair roles separated.
Fixed Compensation
| Year | Annual Cash Retainer ($) | All Other Comp ($) | Total Director Compensation ($) |
|---|---|---|---|
| 2024 | 80,000 | 600 | 136,122 |
| 2023 | 80,000 | 325 | 112,815 |
Notes:
- “All Other Compensation” reflects club membership dues benefit per the proxy footnote.
Performance Compensation
| Year | Equity Type | Grant-Date Fair Value ($) | Vesting | Outstanding Units at 12/31/24 |
|---|---|---|---|---|
| 2024 | RSUs | 55,522 | One-year cliff vesting for director RSUs | 1,250 RSUs |
| 2023 | RSUs | 32,490 | One-year cliff vesting for director RSUs | — |
Equity award details:
- Stock options: 10,000 fully vested options at $18.17 strike; expire July 15, 2025.
- Director RSUs vest after a one-year cliff; each RSU converts into one share or cash at vest.
Other Directorships & Interlocks
- Current public company boards: None disclosed for Ridolfi.
- Interlocks/shared relationships: Related-party leases involve entities owned by other directors (Distler’s JAT Holdings; Tuchman’s Princeton International Properties), not Ridolfi.
Expertise & Qualifications
- Core expertise: Real estate and land use law; complex residential and commercial financing.
- Education: Princeton University (A.B., 1970); University of Denver College of Law (J.D., 1974).
- Community/regulatory: County planning board attorney since 2007; bar association leadership; judicial committee member.
Equity Ownership
| Holder | Total Beneficial Ownership (Shares) | % of Outstanding | Breakdown / Notes |
|---|---|---|---|
| Robert N. Ridolfi | 108,613 | 1.6% | Includes options to purchase 10,000 shares; 12,500 shares held by a family limited partnership; 23,775 shares held by the Robert N Ridolfi LLC 401k Plan. No pledging is indicated in the proxy. |
Say-on-Pay & Shareholder Feedback
| Meeting | Proposal | For | Against | Abstain | Broker Non-Votes | Outcome |
|---|---|---|---|---|---|---|
| 2025 AGM (Apr 22, 2025) | Advisory vote on NEO compensation | 4,099,024 | 90,749 | 690,496 | 1,114,343 | Approved |
| 2024 AGM (Apr 23, 2024) | Advisory vote on NEO compensation | 4,039,310 | 146,161 | 178,959 | 1,164,089 | Approved |
| 2025 AGM | Say-on-pay frequency | One-year received most votes (4,353,703; comparative figures provided) | — | — | — | One-year selected |
Related-Party Transactions (Conflicts Check)
- Disclosed transactions involve: lease with JAT Holdings (owned by director Distler) and a branch lease with Princeton International Properties (owned by director Tuchman); a change-in-control payment to director Barrett tied to Cornerstone acquisition. No specific related-party transactions are disclosed involving Ridolfi.
Section 16 Compliance / Insider Activity
- Section 16(a) compliance: The company reports compliance by all officers/directors/10% holders for 2024, except a late Form 4 by CEO Dietzler; no exceptions noted for Ridolfi.
Governance Assessment
- Positives:
- Independent director serving on all three key committees (Audit, Compensation/HR, Nomination), indicating material involvement in oversight.
- Strong attendance culture and full board participation at the annual meeting; Ridolfi is a signatory to the Audit Committee report.
- Meaningful stock ownership (1.6%) with additional RSUs outstanding; equity awards align director incentives with shareholders.
- Watch items:
- Ridolfi serves as corporate Secretary while classified as independent—uncommon but explicitly permitted by the board’s independence determination. Monitoring for any administrative role creep is prudent.
- Broader board related-party leases exist (Distler, Tuchman), though none are attributed to Ridolfi; ensure continued independent oversight of these arrangements at the committee level.
- No red flags identified for Ridolfi on: related-party dealings, attendance, Section 16 compliance, pledging/hedging disclosures (none indicated for Ridolfi).
Committee Assignments and Roles (Detail)
| Committee | Role | Chair | Independence of Committee |
|---|---|---|---|
| Audit | Member (Ridolfi) | Judith A. Giacin | All members independent, including for Exchange Act 10A(m)(3) purposes |
| Compensation/HR | Member (Ridolfi) | Richard J. Gillespie | All members independent |
| Nomination | Member (Ridolfi) | Ross Wishnick | All members independent |
Director Compensation Structure (Context)
- Annual non-employee director cash fees plus time-based RSU grants; director RSUs vest after one year; option grants outstanding from prior programs are fully vested with July 15, 2025 expiry (where applicable).
- Year-over-year, Ridolfi’s equity grant value increased (2023: $32,490; 2024: $55,522), while cash retainer remained flat at $80,000.
Attendance and Tenure Snapshot
| Attribute | Value |
|---|---|
| Board service start | 2007 |
| 2024 meetings held | Board 11; Audit 4; Comp/HR 6; Nomination 1 |
| 2024 attendance | ≥75% for each director; all directors attended 2024 AGM except Barrett (appointed Aug 23, 2024) |
Summary
Ridolfi offers deep real estate legal expertise and long institutional knowledge (since 2007), sits on all key committees, maintains independence, and exhibits alignment through equity holdings and RSUs. No Ridolfi-specific related-party transactions or compliance issues are disclosed. Investors should note his unusual dual role as board Secretary and independent director (board affirms independence) and continue to monitor board-level related-party leases (involving other directors) for robust independent oversight.