Nicholas Minoia
About Nicholas Minoia
Nicholas Minoia (age 69) has served on CNOB’s Board since 2009. He is the Founding and Managing Partner of Diversified Properties (founded in 2000), having led the creation of dozens of multifamily communities comprising over 10,000 units across NJ, NY, PA, MD, and CT; his real estate principal experience and market knowledge were cited by the Board as core credentials for his nomination .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Diversified Properties | Founding & Managing Partner | Founded 2000; ongoing | Led development of multifamily portfolio; Board cites his real estate market knowledge as valuable to CNOB |
External Roles
| Organization/Entity | Role | Tenure/Terms | Notes / Interlocks |
|---|---|---|---|
| LLC owning CNOB’s Summit, NJ branch | Manager; ~50% owner | Initial lease ended Feb 1, 2024; bank exercised two options, new lease ends Jan 31, 2034; one additional 5-year option available | CNOB paid $143,776 rent for 2024; related-party landlord relationship; Board considered independence notwithstanding this interest |
Board Governance
- Committee assignments (2024): Audit & Risk Committee (member); Nominating & Corporate Governance Committee (member). Audit & Risk met 8 times in 2024; all Audit & Risk members are independent and meet SOX standards .
- Independence: All Nominating & Corporate Governance Committee members are independent under NASDAQ Rule 5605; Minoia serves on this committee and Audit & Risk, both constituted with independent directors .
- Attendance: Board held 15 meetings in 2024; each director attended at least 75% of Board and applicable committee meetings; all directors participated in the 2024 annual meeting .
- Majority vote standard: By-laws adopt majority voting in uncontested elections via irrevocable director resignations; plurality under NJBCA applies legally, but practical re-election requires majority support .
| Committee | Role | Independence | 2024 Activity |
|---|---|---|---|
| Audit & Risk | Member | Independent committee per NASDAQ/SOX | 8 meetings; oversight of auditors, controls, risk |
| Nominating & Corporate Governance | Member | All members independent under NASDAQ Rule 5605 | Oversees nominations, governance, stewardship |
Fixed Compensation
| Component | Structure | 2024 Amount (Minoia) |
|---|---|---|
| Annual cash retainer | $60,000 cash paid quarterly in arrears | Included in cash total |
| Equity retainer | Restricted stock grant valued at $60,000; 3,219 restricted shares awarded to each director in 2024 | $60,000 stock; 3,219 shares |
| Committee member stipends | Audit & Risk member $10,000; Nominating & Corporate Governance member $6,000; Compensation member $6,000; Chair stipends: Audit $25,000, Comp $13,500, NCG $12,000; Lead Independent Director $15,000 cash | Not chair; committee membership fees included in cash total |
| Total director compensation (2024) | Fees + stock awards | Cash fees: $109,750; Stock awards: $60,000; Total: $169,750 |
Performance Compensation
- Director equity is restricted stock subject to forfeiture; no performance-conditioned director awards or meeting fees are disclosed for directors. No director performance metrics are tied to compensation in the proxy .
| Performance-Based Component | Metrics | Award Structure |
|---|---|---|
| None disclosed for directors | N/A | Annual restricted stock, time-based; no performance metrics stated |
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards | None; “No Director of the Company is also currently a director of a company having a class of securities registered under Section 12…” |
| Private/non-profit/academic boards | Not disclosed for Minoia beyond his LLC manager role noted above |
| Shared directorships with competitors/customers/suppliers | Related-party landlord role with CNOB branch (Summit, NJ) as above |
Expertise & Qualifications
- Board-nominated due to principal experience in a full-service real estate group and knowledge of real estate markets; Board concluded he should serve as a director based on this expertise .
- Board’s skills matrix emphasizes diverse capabilities; Minoia contributes business/market knowledge and real estate insights among the Board’s mix .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | Notes |
|---|---|---|---|
| Nicholas Minoia | 65,581 | 0.17% | Includes 1,056 shares owned jointly with an unaffiliated third party |
- Insider trading policy: Hedging and pledging prohibited for directors and executive officers; pledges outstanding as of Nov 23, 2021 were grandfathered. No pledge disclosure for Minoia; one director (Kempner) has pledged shares, not Minoia .
Governance Assessment
- Strengths: Independent director serving on Audit & Risk and Nominating & Corporate Governance committees; committees comprised solely of independent directors; Board and committee attendance thresholds met; participation in annual meeting; beneficial ownership aligns interests; director stock ownership guidelines require 5× annual cash retainer plus equity award within 5 years, monitored annually .
- Potential conflicts (RED FLAG): Manager and ~50% owner of LLC leasing CNOB’s Summit branch; CNOB paid $143,776 rent in 2024; lease extended to Jan 31, 2034. Board considered interests of directors in branch landlord entities (including Minoia) and concluded independence was not impaired, but the recurring related-party transaction warrants continued scrutiny for pricing and governance controls .
- Engagement signals: Majority voting by-laws enhance accountability; say-on-pay approval at 95.2% in 2024 indicates broad shareholder support for CNOB’s compensation governance, indirectly supportive of board oversight quality .