Kenneth Mahon
About Kenneth J. Mahon
Kenneth J. Mahon, age 74, is Chairman of the Board of Dime Community Bancshares, Inc. and Dime Community Bank. He has served on the Company’s Board since 2021, previously acting as Executive Chairman from the 2021 merger closing through 2024; he was a director of Legacy Dime since 2002 and served as Legacy Dime’s CEO beginning in 2017. He joined Legacy Dime in 1980 after earlier affiliations with two New York area banks, and served as a director of the Federal Home Loan Bank of New York from 2017 to 2023 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Dime Community Bancshares (Legacy Dime) | Chief Executive Officer | 2017–2021 | Led pre-merger bank; decades of banking expertise |
| Dime Community Bancshares (post-merger) | Executive Chairman | 2021–2024 | Oversaw integration and strategy post-merger |
| Legacy Dime | Director | 2002–2021 | Long-serving director prior to merger |
| Legacy Dime | Senior roles | 1980–2017 | Joined in 1980; earlier banking affiliations in NY area |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Federal Home Loan Bank of New York | Director | 2017–2023 | Regional FHLB directorship |
Board Governance
- Independence: The Board determined 10 of 11 members are independent under Nasdaq standards; Mr. Mahon is an independent director. The Chairman and CEO roles are separated to enhance Board independence and oversight .
- Leadership: Mr. Mahon is Chairman of the Board; he provides leadership on Board effectiveness, acts as primary spokesperson for the Board, and confers with the CEO on strategic initiatives and succession planning .
- Committees: Mr. Mahon is a member of the Corporate Governance and Nominating Committee (Aguggia, Chair; Mahon; Suskind). He is not listed on the Audit or Compensation Committees .
- Meetings and attendance: The Board met 10 times in 2024. All directors attended the May 23, 2024 annual meeting of shareholders .
Fixed Compensation
- Structure: Non-employee director pay is positioned near the 50th–75th percentile of peers, paid 55% in cash and 45% in restricted stock vesting one year post-grant; no meeting fees are paid. Chair retainers are set competitively .
- Chairman retainer: The Chairman receives an additional $60,000 annual retainer on top of the $130,000 non-employee director retainer, paid 55% cash/45% stock .
| Component (FY2024) | Amount | Notes |
|---|---|---|
| Annual cash fees | $104,500 | 55% of total retainer; includes Chairman premium |
| Stock awards (restricted) | $85,500 | 45% of total retainer; one-year vest |
| Total | $190,000 | Director summary compensation total |
Performance Compensation
- Director equity is time-vested and not tied to performance metrics; no options are granted to directors. Equity vests one year after grant, aligning directors with shareholders without short-term performance risk .
| Director Equity Grant Details (2024) | Grant Date | Shares | Vesting | Fair Value |
|---|---|---|---|---|
| Restricted stock (RS) | Jan 1, 2024 | 3,255 | One-year vest | $85,500 |
Directors’ Stock Purchase Program: Outside directors may elect to receive some or all cash retainers in stock at market price at payment date, subject to annual elections; Ms. Germano and Mr. Perry participated in 2024 (Mr. Mahon not listed) .
Other Directorships & Interlocks
- Current public company boards: None disclosed for Mr. Mahon beyond DCOM .
- Prior boards: FHLBNY (2017–2023) .
- Interlocks: No compensation committee interlocks disclosed for 2024; none of the Compensation Committee members are current/former officers of the Company .
Expertise & Qualifications
- Deep banking industry experience across leadership, risk, and strategy; former CEO of Legacy Dime and Executive Chairman post-merger. Long-standing board experience provides valuable insight and counsel to the Board .
Equity Ownership
| Security | Beneficial Ownership | % of Outstanding | Notes |
|---|---|---|---|
| Common stock | 256,880 | <1%* | Includes 2,701 time-vested restricted stock awards over which Mr. Mahon has voting power |
| Preferred stock (Series A) | 10,000 | <1% | Based on 5,299,200 preferred shares outstanding |
*Represents less than 1% as indicated by proxy footnote .
Alignment policies:
- Stock ownership guidelines: Directors must hold 5x annual cash retainer; all directors/NEOs are in compliance or within the five-year phase-in period as of Dec 31, 2024 .
- Anti-hedging/pledging: Prohibited for directors, officers, and employees .
Board Governance (Expanded)
| Committee | Members | Chair | Independence |
|---|---|---|---|
| Audit | Stein, McCoy, Perry | Stein | All independent; Stein & Perry designated “Financial Experts” |
| Compensation & HR | Chen, Aguggia, Lindenbaum | Chen | All independent; independent consultant retained |
| Corporate Governance & Nominating | Aguggia, Mahon, Suskind | Aguggia | All independent; reviews related-party transactions |
Related Party and Conflicts Review
- Loans to directors/executives: FDIC rules permit employee/director lending under broadly available programs. In 2024, the Bank had two residential mortgages to two directors, two mortgages to two executive officers, and one CRE loan to an entity controlled by a director; all on substantially similar market terms without preferential features except for a standardized 1.00% cost credit/interest reduction program. The Corporate Governance Committee reviews and approves related-party transactions under Item 404 .
- No Mahon-specific related party transactions are disclosed for 2024; lending policy and committee oversight mitigate conflict risk .
Say-on-Pay & Shareholder Feedback
- 2024 say-on-pay (for 2023 NEO comp): 81.0% approval. The Board adopted majority voting in uncontested director elections following shareholder feedback to increase accountability .
Performance & Engagement Signals
- Board/enterprise risk oversight: Enterprise Risk Committee and Audit Committee oversee risk appetite, financial risks, and cybersecurity; Board receives regular reports from risk committees .
- Shareholder value context: 2024 total shareholder return of 18.5%, top quartile vs Compensation Peer Group, supporting governance and strategic execution credibility .
Governance Assessment
-
Strengths:
- Independent Chairman (Mahon) with clear separation from CEO; majority-independent Board; annual elections; majority voting standard adopted .
- Transparent director pay with balanced cash/equity mix and one-year vesting; capped under the equity plan; robust ownership and anti-hedging/pledging policies .
- Active oversight of related-party transactions by the Corporate Governance Committee; standardized lending program with market terms .
-
Watch items:
- Ongoing monitoring of any director-related lending (including CRE exposure) even when on market terms; continued disclosure helps sustain investor confidence .
- No specific per-director attendance rates disclosed (though annual meeting attendance was 100%); per-director meeting attendance disclosure would further enhance transparency .
-
Bottom line:
- Mr. Mahon’s tenure, independence, and chair role, combined with strong governance practices (ownership requirements, anti-hedging/pledging, majority voting), support Board effectiveness and alignment. No Mahon-specific conflicts are disclosed; oversight mechanisms (committee membership and related-party review) are in place and functioning .