Christopher Porzelt
About Christopher J. Porzelt
Christopher J. Porzelt, age 58, is Executive Vice President and Chief Risk Officer (CRO) of Dime Community Bancshares, Inc. and Dime Community Bank. A Certified Public Accountant, he served as CRO of Legacy Dime from 2017 to February 2021, was appointed EVP and Deputy CRO in February 2021, and promoted to EVP & CRO in June 2021. Prior roles include Managing Director in EisnerAmper’s Consulting Services Group, and audit leadership positions at American International Group, Deloitte, and Arthur Andersen . Company performance under the 2024 strategic plan included 20% core deposit growth, net interest margin expansion through 2024, non-performing loans at 0.46%, and improved capital ratios (CET1 >11%, Total Capital >15.5%); DCOM’s 2024 total shareholder return was 18.5% (top quartile of its compensation peer group) .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Dime Community Bancshares, Inc. | EVP & Chief Risk Officer | Promoted June 2021 | Oversees enterprise risk framework and risk appetite; Board ERM reporting |
| Dime Community Bancshares, Inc. | EVP & Deputy Chief Risk Officer | Feb 2021–June 2021 | Transition leadership; continuity of ERM post-merger |
| Legacy Dime | Chief Risk Officer | 2017–Feb 2021 | Led risk management during pre-merger period |
| EisnerAmper LLP | Managing Director, Consulting Services Group | Not disclosed | Client advisory; risk and audit consulting |
| American International Group | Associated with audit/risk functions | Not disclosed | Large-scale financial services risk exposure |
| Deloitte; Arthur Andersen | Audit Partner | Not disclosed | Public company audit leadership; controls and governance |
External Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Not disclosed in proxy | — | — | No current external directorships or committee roles disclosed |
Fixed Compensation
| Component (2024 unless noted) | Amount | Notes |
|---|---|---|
| Base salary | $386,250 | Increased effective April 1, 2024 (paid $383,221 over 2024 year) |
| Target annual cash incentive (AIP) | 45% of salary | Threshold 22.5%, Max 67.5% |
| Long-term incentive (LTIP) target | 40% of salary ($154,500) | 60% performance-based PRSAs; 40% time-vested RSAs |
| 2024 RSAs granted | 3,320 shares; grant date FV $61,800 | Granted March 31, 2024; vest ratably over 3 years |
| 2024 PRSAs target value | $92,702 | Vest based on 2024–2026 metrics |
| 2024 actual AIP paid | $213,990 | Corporate factor 123.7% of target; discretionary 120% |
| Perquisites (2024) | $39,039 total | 401(k) match $12,075; dividends $10,389; auto allowance $8,400; life insurance $1,147; other $7,028 |
| SERP (401(k) supplemental) | Registrant contribution $7,028; balance $36,107 | Fully vested at all times |
Performance Compensation
2024 Annual Incentive Plan (AIP) – Corporate Factor
| Metric | Weighting | Threshold | Target | Maximum | Actual Result | Weighted Result |
|---|---|---|---|---|---|---|
| Adjusted Non-Interest Expenses / Avg Assets | 50.0% | 1.75% | 1.55% | 1.35% | 1.54% | 103.0% |
| Relative Asset Quality (NPLs/Loans vs peers) | 12.5% | 25th pct | 50th pct | 75th pct | 73rd pct | 146.0% |
| Common Equity Tier 1 Ratio | 10.0% | 10.25% | 11.0% | 12.0% | 12.17% | 150.0% |
| CRE Concentration Ratio (Consolidated) | 15.0% | 550% | 510% | 470% | 447% | 150.0% |
| Loan-to-Deposit Ratio | 12.5% | 105.0% | 97.5% | 90.0% | 93.0% | 130.0% |
| Total | 100% | — | — | — | — | 123.7% |
AIP discretionary factor weighting 15% with key qualitative focus areas; Compensation Committee set discretionary payout at 120% of target based on deposit growth, technology, compliance, TSR, CRA, cybersecurity .
2024 AIP Payout Summary (Porzelt)
| Item | Amount |
|---|---|
| Target AIP ($) | $173,813 |
| Corporate performance (85% weight at 123.7%) | $182,703 |
| Discretionary factor (15% weight at 120%) | $31,286 |
| Total 2024 AIP payment | $213,990 (123.1% of target) |
2024–2026 LTIP – Performance-vested Metrics (PRSAs)
| Metric | Weighting | Threshold | Target | Maximum |
|---|---|---|---|---|
| Relative Deposit Franchise Quality (Metro NY/NJ banks) | 50% | 25th percentile | 50th percentile | 75th percentile |
| Consolidated CRE Concentration Ratio (Dec 31, 2026) | 50% | 490% | 450% | 400% |
2024 LTIP Awards (Porzelt)
| Component | Grant date | Amount/Units | Vesting |
|---|---|---|---|
| PRSAs (target) | 03/31/2024 | $92,702 | Earn-out at 2026 based on metrics (50–150% of target) |
| RSAs (time-based) | 03/31/2024 | 3,320 shares; FV $61,800 | 33% per year over 3 years from grant |
Equity Vesting Schedule (selected RSAs as of Dec 31, 2024)
| Vesting date | Shares |
|---|---|
| Feb 1, 2025 | 1,313 |
| Mar 31, 2025 | 448 |
| Mar 31, 2025 & Mar 31, 2026 | 1,474 (equal installments) |
| Mar 31, 2025, 2026, 2027 | 3,320 (equal installments on anniversaries) |
Equity Ownership & Alignment
| Ownership metric | Value | Notes |
|---|---|---|
| Beneficial ownership (common) | 12,743 shares | Includes 5,242 time-vested restricted stock awards with voting power |
| % of shares outstanding | <1% | Shares outstanding 43,657,135 at 3/20/2025 |
| Unvested time-based RSAs | 6,555 shares; MV $201,435 (@ $30.73) | As of 12/31/2024 close price |
| Unearned PRSAs (target) | 9,051 shares; MV $278,137 (@ $30.73) | As of 12/31/2024 |
| Pledging of company stock | Prohibited by policy | Insider Trading & Confidentiality Policy prohibits pledging |
| Hedging of company stock | Prohibited by policy | Short sales, options, swaps, collars prohibited |
| Stock ownership guidelines | 1.5x base salary for NEOs | Must retain 100% of vested shares until in compliance |
| Compliance status | All directors and NEOs in compliance or within 5-year phase-in as of 12/31/2024 | Reviewed annually by Corporate Governance Committee |
Employment Terms
| Item | Terms |
|---|---|
| Agreement type | Change-in-control employment agreement (two-year term; daily renewal) |
| Severance trigger | Double trigger: termination without cause or resignation for good reason within employment period following a change in control |
| Cash severance multiple | 2x (base salary + Recent Bonus), plus pro rata bonus at termination |
| Benefits continuation | Company contributions for tax-qualified/excess plans for Benefits Period; 150% of COBRA health and life insurance premiums for 24 months; outplacement services |
| 280G treatment | Cutback to maximize after-tax outcome; no excise tax gross-ups |
| Death/Disability | Pro rata most recent annual cash bonus |
| Equity vesting on CIC/death/disability | Time-based RSAs vest fully; performance awards vest fully and are pro-rated (if performance not determinable, at target) |
Clawback: SEC-compliant clawback policy applies to incentive-based compensation for three completed fiscal years preceding a required accounting restatement; recovery equals incentive paid in excess of amount due under restated results .
Compensation Structure Analysis
- 2024 base salary up 3% YoY to $386,250; AIP target maintained at 45% of salary; LTIP target maintained at 40% of salary with a performance-heavy 60/40 PRSA/RSA mix, consistent with a stronger pay-for-performance tilt than peers .
- 2024 AIP paid at 123.1% of target driven by company-level expense discipline, capital/liquidity, CRE concentration reduction, and asset quality; discretionary factor paid at 120% on qualitative execution (deposits, technology, compliance, CRA, cybersecurity) .
- Amendment No. 3 to the 2021 LTIP in July 2024 removed 12-month post-vesting holding period for NEOs prospectively, increasing post-vest liquidity; however, retention requirements under ownership guidelines require holding 100% of vested shares until guideline compliance .
Risk Indicators & Red Flags
- Hedging and pledging of company stock are prohibited, reducing misalignment and collateral risk .
- No excise tax gross-ups; 280G cutback in CIC agreements mitigates shareholder-unfriendly payouts .
- Clawback policy compliant with SEC rules; no enforcement actions disclosed .
- No external directorships or related-party transactions disclosed for Porzelt in the proxy; Section 16(a) delinquency section not indicating issues in the portions reviewed .
Performance Compensation – Metric Detail
| Metric | Weight | Target definition | Vesting/payout |
|---|---|---|---|
| AIP Corporate Factor metrics | 85% total | Expense efficiency, asset quality vs peers, capital ratios, CRE concentration, L/D ratio | Threshold 50%, Target 100%, Max 150%; interpolated; capital gate at 10.5% Total RBC |
| AIP Discretionary Factor | 15% | Deposits from new hires; technology; compliance; TSR; CRA; cybersecurity | Committee discretion; set at 120% of target for 2024 |
| LTIP PRSAs (2024–2026) | 60% of LTIP value | Relative deposit franchise quality; CRE concentration ratio | Payout 50%–150% of target at end of 2026 |
| LTIP RSAs | 40% of LTIP value | Time-based stock awards | 33% per year over 3 years from grant |
Investment Implications
- Alignment: Porzelt’s incentives are tied to balance sheet quality (capital, liquidity, CRE concentration) and deposit franchise relative position, aligning risk management with shareholder value drivers; prohibitions on hedging/pledging and ownership guidelines strengthen alignment .
- Retention risk: CIC agreement with double-trigger and 2x cash severance plus equity acceleration on qualifying events reduces departure risk; no standard employment agreement implies retention relies on market comp and incentive structure .
- Trading signals: The July 2024 removal of the 12-month holding period increases potential post-vest selling, but retention requirements until guideline compliance temper pressure; upcoming RSAs from Mar 31, 2024 grants vest on 3/31/2026 and 3/31/2027, creating predictable vesting dates to watch for flow .
- Execution risk: Company-level AIP overachievement on asset quality, capital, and CRE concentration suggests strong ERM execution in 2024; continued emphasis on deposit franchise quality and diversification through 2026 frames CRO priorities .