Derrick D. Cephas
About Derrick D. Cephas
Independent director since November 2021 (age 73), Derrick D. Cephas is Of Counsel in the financial services practice at Squire Patton Boggs (joined 2020); prior roles include Partner at Weil, Gotshal & Manges (2011–2020), President & CEO of Amalgamated Bank, banking/corporate partner at Cadwalader, and Superintendent of Banks for the State of New York (1991–1994). He holds an A.B. in Government and a J.D. from Harvard and is licensed by the New York State Bar . The Board has determined he is an independent director under NYSE standards .
Past Roles
| Organization | Role | Tenure (if disclosed) | Committees/Impact |
|---|---|---|---|
| State of New York | Superintendent of Banks | 1991–1994 | Financial regulatory leadership |
| Amalgamated Bank | President & CEO | — | Bank executive leadership |
| Weil, Gotshal & Manges | Partner (Financial Institutions Regulatory) | 2011–2020 | Regulatory counsel to financial institutions |
| Cadwalader, Wickersham & Taft | Banking/Corporate Law Partner | — | Financial services legal expertise |
External Roles
| Organization | Role | Status | Notes |
|---|---|---|---|
| Squire Patton Boggs | Of Counsel, Financial Services | 2020–present | Legal/regulatory expertise |
| Hartford Funds Family of Mutual Funds | Director/Trustee | Current | Registered investment company governance |
| Fresh Air Fund | Director | Current | Non-profit board |
| Signature Bank | Director | Prior | Former public company bank board |
| Dime Savings Bank of New York | Director (former) | Prior | Banking board experience |
| Merrill Lynch International Bank | Director (former) | Prior | International banking oversight |
| D.E. Shaw & Co., Inc. | Director (former) | Prior | Asset management board experience |
| Empire State Development Corp. | Board Member (former) | Prior | Public sector economic development |
| NYC Board of Correction; NYC Housing Authority | Board Member (former) | Prior | Public oversight roles |
Board Governance
- Committee assignments: Member, Compensation Committee; Chair, Nominating & Corporate Governance Committee (all members independent per NYSE) .
- Committee activity: Compensation Committee met 5 times in 2024; Nominating & Corporate Governance met 5 times in 2024 .
- Independence: Board affirms Cephas as independent (one of six independent nominees) .
- Attendance: The Board held 9 meetings in 2024; all directors attended at least 75% of Board and committee meetings on which they served .
- Shareholder support (signal): 2024 director election votes for Cephas were 66,149,259 For and 33,127,374 Withheld (≈66.6% For of votes cast For+Withheld), materially below peers—an investor sentiment watchpoint .
Fixed Compensation
| Year | Fees Earned or Paid in Cash ($) | Notes |
|---|---|---|
| 2024 | 102,500 | Cash reflects Board/committee retainers under 2024 program |
2025 Director Compensation Program (reference schedule, company-wide):
| Position | Annual Cash Retainer ($) |
|---|---|
| Board Member | 85,000 |
| Committee Chair – Audit | 25,000 |
| Committee Chair – Compensation | 20,000 |
| Committee Chair – Nominating & Corporate Governance | 20,000 |
| Committee Member – Audit | 12,500 |
| Committee Member – Compensation | 10,000 |
| Committee Member – Nominating & Corporate Governance | 10,000 |
| Lead Independent Director | 40,000 |
Performance Compensation
- Structure: Annual director equity is time-based RSUs (no performance metrics); vest on the earlier of the first anniversary or next annual meeting; change-in-control accelerates vesting .
- Grant value: $120,000 per year historically; increased to $125,000 beginning with the 2025 Annual Meeting .
- 2024 elections: Cephas elected to defer his 2024 RSU award into Deferred Stock Units (DSUs) under the Deferred Compensation Plan .
| Item | Detail |
|---|---|
| Annual Director RSU (2024) | $120,000 grant value; time-based vesting |
| Annual Director RSU (2025) | $125,000 grant value; time-based vesting |
| Vesting Term | Earlier of 1-year anniversary or next annual meeting |
| Cephas RSU Deferral (2024) | Elected to defer RSU into DSUs |
Director Compensation (2024)
| Component | Amount ($) |
|---|---|
| Fees Earned or Paid in Cash | 102,500 |
| Stock Awards (grant-date fair value) | 120,000 |
| Total | 222,500 |
| Unvested RSUs (12/31/2024) | 14,869 |
| Deferred Stock Units (12/31/2024) | 29,505 |
Other Directorships & Interlocks
- Compensation Committee (2024): Vincent Tese (Chair), Derrick D. Cephas, Pamela Liebman. The company reports no Compensation Committee interlocks and no insider participation requiring disclosure under Exchange Act rules .
Expertise & Qualifications
- Deep financial services regulatory expertise (former NY Superintendent of Banks; bank CEO; senior banking law partner roles) and legal credentials (Harvard A.B., Harvard J.D.; NY Bar), supporting board oversight of risk, compliance, and governance .
- Independent status under NYSE; chairs the Nominating & Corporate Governance Committee—central to board refreshment and governance policy .
Equity Ownership
| Item | Amount | Context |
|---|---|---|
| Common Stock Beneficially Owned (as of 4/7/2025) | — | “*” = less than 1% of outstanding; excludes DSUs |
| Percent of Class | * | Less than 1% |
| Unvested RSUs (12/31/2024) | 14,869 | Outstanding equity awards |
| Deferred Stock Units (12/31/2024) | 29,505 | Fully vested; settle after deferral period; excluded from “beneficial” within 60 days |
| Hedging/Pledging | Prohibited by policy | Hedging and pledging transactions are not permitted |
Say‑on‑Pay & Shareholder Feedback (2024)
| Proposal | For | Against | Abstain | Broker Non‑Votes |
|---|---|---|---|---|
| Advisory vote on NEO compensation | 82,123,914 | 17,148,558 | 4,161 | 0 |
- Result: Say‑on‑pay passed with approximately 82.7% support (For ÷ (For+Against))—constructive but not overwhelming investor support .
- Director election signal: Cephas received 66,149,259 For / 33,127,374 Withheld (≈66.6% support of votes cast), notably below other nominees, indicating targeted shareholder concern; continued engagement warranted .
Governance Assessment
-
Positives
- Independent director; chairs Nominating & Corporate Governance; member of Compensation—positions central to board effectiveness and oversight in an externally managed structure .
- Attendance expectations met at the board level; Board and committees active in 2024 (9 Board meetings; 5 Compensation; 5 Nominating) .
- Strong policy framework: hedging/pledging prohibited; clawback policy for Section 16 officers; Code of Conduct and Corporate Governance Guidelines in place .
-
Watch items / RED FLAGS
- Shareholder support: Significantly lower 2024 “For” vote for Cephas versus peers (≈66.6% vs. ~97% for several others) suggests investor scrutiny—potentially around governance oversight or alignment; monitor 2025 vote outcomes and engagement disclosures .
- Ownership alignment: No common shares beneficially owned as of record date; alignment primarily via RSUs/DSUs; absence of pledging is positive but low direct ownership may be flagged by some investors (no director ownership guideline disclosure identified in the cited sections) .
- Externally managed model: Compensation Committee evaluates Manager performance and pay/expenses—oversight rigor is critical; the committee (including Cephas) administers clawback policy and reviews director pay—areas of investor focus in REITs with external managers .
-
Related‑party and conflicts
- Company reports no related‑party transactions over $120,000 involving directors/officers since the beginning of the last fiscal year, other than those described (no Cephas‑specific transactions disclosed in the cited sections) .
- Compensation Committee interlocks: None reported (Cephas served on the committee) .
-
Engagement signals
- Say‑on‑pay passed (~82.7%), but Cephas’s director election support lagged—Board should consider targeted engagement and disclosure around governance topics overseen by his committees ahead of the next annual meeting .