Judith Germano
About Judith H. Germano
Judith H. Germano, age 55, has served as an independent director of Dime Community Bancshares, Inc. since 2023. She is an attorney and founder/lead counsel of Germano Law LLC (est. 2013), specializing in cybersecurity, privacy, regulatory compliance, investigations, and complex fraud; she is also a Distinguished Fellow at NYU’s Center for Cybersecurity and an Adjunct Professor at NYU School of Law and NYU Stern School of Business . Her prior public service includes 11 years with the U.S. Attorney’s Office (District of New Jersey), including as Chief of the Economic Crimes Unit .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Germano Law LLC | Founder & Lead Counsel | 2013–present | Advises public/private companies on cybersecurity, privacy, compliance, investigations |
| U.S. Attorney’s Office, District of New Jersey | Chief, Economic Crimes Unit; Assistant U.S. Attorney | 11 years | Led complex financial fraud and cyber matters |
| Shearman & Sterling LLP | Attorney | Not disclosed | Corporate legal practice |
| U.S. Courts (Second Circuit; D. Conn.) | Federal Law Clerk | Not disclosed | Appellate and district court clerkships |
External Roles
| Organization | Role | Status |
|---|---|---|
| NYU Center for Cybersecurity | Distinguished Fellow | Current |
| NYU School of Law | Adjunct Professor of Law | Current |
| NYU Stern School of Business | Adjunct Professor | Current |
| WomenLeadersinCybersecurity.org | Founder & Chair | Current |
| Advanced Cybersecurity Center | Advisory Board Member | Current |
| Volatility and Risk Institute | Advisory Board Member | Current |
| TruePic, Inc. | Expert Industry Advisor | Current |
Board Governance
- Committee memberships: Credit Risk Committee, Enterprise Risk Committee, and Strategic Planning Committee .
- Standing committees composition: Audit (Stein, McCoy, Perry), Compensation (Chen, Aguggia, Lindenbaum), Corporate Governance (Aguggia, Mahon, Suskind) — Germano not listed on these three standing committees .
- Independence: Board determined all directors except the CEO (Lubow) are independent under Nasdaq standards; Germano is independent .
- Meetings and attendance: Board met 10 times in 2024 ; all directors attended the May 23, 2024 Annual Meeting of Shareholders .
- Shareholder support (2025 election): Germano received 32,889,110 “For” votes, 248,115 “Withheld,” broker non-votes 5,328,084 .
- Lead Independent Director: Dennis A. Suskind appointed Lead Director in September 2023 .
Fixed Compensation
| Year | Annual Retainer (Cash) | Stock Awards (RSAs, $) | Shares Granted | Grant Date | Vesting |
|---|---|---|---|---|---|
| 2023 | $23,833 | $29,250 | 1,454 | 2023-09-28 | One-year after grant |
| 2024 | $71,500 | $58,500 | 2,227 | 2024-01-01 | One-year after grant |
- Director pay structure: Outside directors receive $130,000 annual retainer; chairs (Audit/Comp/Enterprise Risk) $25,000 and Corporate Governance chair $15,000; retainers paid 55% cash/45% restricted stock vesting one year .
- Directors’ Stock Purchase Program (DSPP): Allows election to take cash retainers in stock at market price; Germano participated in 2024 .
Performance Compensation
| Component | Type | Metric Linkage | Vesting | 2024 Director Grant Detail |
|---|---|---|---|---|
| Equity grants | Time-vested RSAs | None disclosed for directors (not performance-based) | One-year after grant | 2,227 shares; grant-date fair value $58,500 |
No director-level performance metrics (e.g., TSR/financial hurdles) are disclosed; equity is time-vested RSAs for directors .
Other Directorships & Interlocks
| Company | Role | Committee Roles | Notes |
|---|---|---|---|
| Public company boards | None disclosed | — | No other public boards in proxy biography |
| Compensation committee interlocks | None | — | Company reported no interlocking relationships in 2024 |
Expertise & Qualifications
- Cybersecurity, data privacy, risk management (Distinguished Fellow at NYU Center for Cybersecurity; advisory boards at Advanced Cybersecurity Center and Volatility and Risk Institute) .
- Regulatory and enforcement background (Chief of Economic Crimes Unit; DOJ service) .
- Academic roles (Adjunct at NYU School of Law and NYU Stern) .
- Founder/operator experience (Germano Law LLC) .
Equity Ownership
| As-of Date (Record) | Beneficial Ownership (Shares) | Percent of Outstanding | Notable Details |
|---|---|---|---|
| 2024-03-28 | 3,681 | <1% | Includes time-vested restricted shares; pledging prohibited by policy |
| 2025-03-20 | 5,529 | <1% | Includes 1,848 time-vested restricted stock awards with voting power |
- Initial filing: Form 3 filed upon appointment reported no beneficial ownership on 09/29/2023 .
- Ownership alignment policies:
- Stock ownership guidelines: Directors must hold at least 5x annual cash retainer; all directors in compliance or within 5-year phase-in as of 12/31/2024 .
- Anti-pledging and anti-hedging: Directors prohibited from pledging or hedging company stock .
Governance Assessment
- Strengths
- Independent director with deep cybersecurity, privacy, and enforcement experience aligned to bank risk oversight; assigned to Enterprise Risk, Credit Risk, and Strategic Planning committees .
- Strong shareholder support in 2025 director election (32.9M “For” votes; minimal withholds) supports investor confidence .
- Alignment features: DSPP participation; director equity grants; strict anti-pledging/anti-hedging; robust stock ownership guidelines with reported compliance/phase-in .
- Board engagement: All directors attended the 2024 annual meeting; board met 10 times in 2024 .
- Watch items
- Not listed as a member of Audit or Compensation standing committees; governance impact primarily via risk committees — consistent with her domain expertise .
- Individual ownership remains <1% (typical for outside directors); monitor continued progress toward 5x retainer guideline (Board reports compliance/phase-in) .
- Related-party/transactions: None disclosed for Germano upon appointment; continue monitoring 8-Ks for changes .
No red flags observed: no related-party transactions, no hedging/pledging, and no committee interlocks reported. Recent say-on-pay support (2024: 81% approval) indicates constructive shareholder engagement; 2025 say-on-pay also approved (vote counts below) .
Shareholder Votes (context)
| Item | 2024 Votes | 2025 Votes |
|---|---|---|
| Say-on-Pay | For: 26,948,637; Against: 2,150,169; Abstain: 40,262; Broker non-votes: 4,133,951 | For: 25,344,352; Against: 7,625,329; Abstain: 167,544; Broker non-votes: 5,328,084 |