Michael Kempner
About Michael Kempner
Independent director since 2014; age 67. Founding organizer of ConnectOne Bank; President & CEO of MWWPR (public relations/marketing) since 1985. The Board classifies him as independent under NASDAQ rules after considering related‑party relationships (see Related Party Transactions) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| ConnectOne Bank (founding organizer) | Organizer (pre-IPO) and director | Director since 2014 | Brings local market, media/brand and stakeholder communications perspective to the board . |
| MWWPR | President & Chief Executive Officer | 1985–present | Communications/marketing operator; considered in independence review due to vendor relationship with CNOB . |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Other public company boards | None | N/A | No CNOB director (including Kempner) currently serves on another public company board registered under Exchange Act Sections 12 or 15(d) . |
| MWW Group (MWWPR) | President & CEO | 1985–present | External operating role; see Related Party Transactions for CNOB vendor payments . |
Board Governance
- Independence: Board determined Kempner is independent despite (i) CNOB’s use of MWW Group and (ii) his minority interest in a landlord LLC; Board concluded these do not impair independent judgment .
- Committee assignments (2024): Not listed as a member of the Audit & Risk, Compensation, or Nominating & Corporate Governance Committees (members shown did not include Kempner) .
- Attendance: Board held 15 meetings in 2024; each director attended at least 75% of Board and applicable committee meetings .
- Annual meeting engagement: All directors participated in the 2024 virtual annual meeting; attendance is encouraged .
- Lead Independent Director: Stephen T. Boswell; presides over executive sessions of non‑management directors and coordinates agendas with the Chair/CEO .
Fixed Compensation
| Component | 2024 Amount/Terms | Notes |
|---|---|---|
| Annual cash retainer | $60,000 | Paid quarterly in arrears . |
| Equity retainer (restricted stock) | $60,000 grant value; 3,219 restricted shares (subject to forfeiture) | Same value for all non‑employee directors in 2024 . |
| Committee chair fees | Not applicable to Kempner (not a chair) | Chairs: Audit $25,000; Compensation $13,500; Nominating & Corporate Governance $12,000 . |
| Committee member stipends | Not applicable (not listed on these committees) | Members: Audit $10,000; Compensation $6,000; Nominating & Corporate Governance $6,000 . |
| Lead independent director fee | Not applicable (Boswell receives $15,000) | — |
Kempner’s reported 2024 director compensation totaled $120,000 (cash $60,000; stock awards $60,000) .
Performance Compensation
- Directors’ equity awards are time‑based restricted stock (subject to forfeiture/vesting), not performance‑conditioned; no director‑level performance metrics disclosed for equity vesting .
Other Directorships & Interlocks
| Type | Entity | Role/Interest | Key Terms/Amounts | Governance Consideration |
|---|---|---|---|---|
| Vendor relationship | MWW Group (MWWPR) | Kempner is President & CEO | CNOB paid $332,023 in 2024 for marketing/branding/PR; Board believes fees are at least as favorable as from unaffiliated third parties and continued using MWW in 2025 | Board reviewed fees (and considered <1% of MWW revenue; see independence analysis) and determined no impairment of independence . |
| Related‑party lease | John Street, Hackensack branch landlord LLC | Minority member; CNOB directors collectively 44.4% (Kempner 11.1%); not managing member | 2024 rent paid: $234,552; lease runs through 12/31/2026 with one 5‑year option; annual increases ≥2.5% or CPI | Board reviewed ownership vs. directors’ net worth/cash and concluded no impairment of independence . |
Expertise & Qualifications
- 30+ years in public relations/marketing; CEO of a locally based media/communications firm (MWWPR) since 1985 .
- Founding organizer of ConnectOne Bank; long‑tenured director offering market knowledge and stakeholder/brand insight .
Equity Ownership
| Metric | Detail |
|---|---|
| Beneficial ownership | 215,876 shares as of March 31, 2025 . |
| Ownership % of outstanding | 0.56% . |
| Pledged as collateral | 196,005 shares pledged as loan collateral (grandfathered under updated policy) . |
| 2024 director equity grant | 3,219 restricted shares (subject to forfeiture) . |
| Stock ownership policy | Directors (other than CEO/Bank President) expected to reach ownership equal to 5x the sum of annual cash retainer + annual equity award value within 5 years; monitored annually . |
| Anti‑hedging/pledging policy | Hedging/derivatives prohibited; pledging prohibited for directors/officers (pledges outstanding as of 11/23/2021 grandfathered) . |
Governance Assessment
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Strengths
- Board affirmed independence after reviewing vendor and lease relationships; he met ≥75% attendance threshold; the board maintains majority independence, a lead independent director, and regular executive sessions .
- Transparent director pay structure with balanced cash/equity; uniform annual retainer and clear committee stipend schedule; director stock ownership expectations support alignment .
- Shareholder support for compensation program remains strong (2024 Say‑on‑Pay approval 95.2%), indicating generally supportive governance context .
-
Risks / RED FLAGS
- Significant share pledging: 196,005 shares pledged as collateral, which can create forced‑sale risk and raises alignment concerns despite grandfathering under policy .
- Related‑party transactions: Payments to MWW Group ($332,023 in 2024) and minority interest in a branch landlord LLC (11.1%); while reviewed and deemed not independence‑impairing, such ties warrant ongoing monitoring for conflicts and terms at arm’s length .
- Not serving on key standing committees (Audit & Risk, Compensation, Nominating & Corporate Governance) reduces direct committee‑level oversight exposure; board may rely on him primarily for strategic/communications expertise .
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Additional Signals
- Board met 15 times in 2024 (robust cadence); all directors participated in the 2024 annual meeting, signaling engagement .
- Independence review explicitly considered vendor fee materiality (<1% of MWW revenue) and financial immateriality of lease interests relative to directors’ net worth .
Overall: Valuable communications/brand expertise and long‑tenured market ties are positives. Ongoing monitoring recommended for pledged shares and related‑party exposures (vendor fees and lease) to ensure continued alignment and investor confidence .