Paul Aguggia
About Paul M. Aguggia
Independent director (since September 2022), age 62, and Chair of the Corporate Governance Committee at Dime Community Bancshares (DCOM). He is a partner at Holland & Knight LLP (joined 2018) and previously served as Chairman & CEO of Clifton Bancorp, Inc. until its merger with Kearny Financial Corp., and as Chairman of Kilpatrick Townsend & Stockton LLP . He is classified as an independent director under Nasdaq standards; all directors attended the 2024 annual meeting .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Holland & Knight LLP | Partner | 2018–present | Corporate/securities, banking law expertise |
| Clifton Bancorp, Inc. | Chairman & CEO | 2014–merger with Kearny | Public company CEO overseeing M&A; banking operations |
| Kilpatrick Townsend & Stockton LLP | Chairman | Not disclosed | Law firm leadership; governance experience |
External Roles
| Organization | Role | Public Company? | Notes |
|---|---|---|---|
| Holland & Knight LLP | Partner | No | Active legal practice; potential situational conflicts monitored via related-party review |
| Clifton Bancorp, Inc. (prior) | Chairman & CEO | Yes (prior) | Historical public company experience; merged into Kearny Financial |
Board Governance
- Committee assignments: Chair, Corporate Governance Committee; Member, Compensation & Human Resources Committee. Audit Committee is separate; all standing committees are independent .
- Board/committee cadence: Board met 10 times in 2024; Audit (4), Compensation (4), Corporate Governance (4) in 2024 .
- Independence: Board determined 10 of 11 members are independent; CEO is not independent .
- Attendance: All directors attended the May 23, 2024 annual meeting; in 2023, no director other than Suskind attended fewer than 75% of aggregate meetings (Suskind excused for medical reasons) .
- Governance responsibilities (CG Committee chaired by Aguggia): Board composition/refresh, nominee criteria and recommendations, committee structure/chairs, related-party transaction approval, succession planning, director education .
- Risk oversight: Enterprise Risk, Compliance Risk, Credit Risk committees oversee risk framework, with quarterly cyber updates and risk appetite monitoring .
Fixed Compensation (Director)
| Year | Role | Cash Retainer ($) | Equity (RSAs) ($) | Total ($) | Structure |
|---|---|---|---|---|---|
| 2024 | Non‑employee Director | 79,000 | 58,500 (2,227 RSAs; granted 1/1/2024) | 137,500 | Retainers paid ~55% cash/45% stock; RSAs vest in 1 year; no meeting fees |
| 2023 | Non‑employee Director | 71,500 | 58,500 (2,463 RSAs; granted 3/31/2023) | 130,000 | Same structure; Lead Director retainer eliminated in 2024 |
Notes:
- Standard non‑employee director annual retainer was $130,000 in 2024; Corporate Governance Committee chair retainer $15,000; Chairman incremental retainer $60,000. Paid ~55% cash / 45% stock via Directors’ Stock Purchase Program elections; no meeting fees .
- DSPP allows conversion of cash retainers into stock at market price on pay date; 2024 participants included Germano and Perry (not Aguggia) .
Performance Compensation (Committee‑set metrics oversight)
Directors receive time‑vested RSAs (no performance‑vesting), but as a Compensation Committee member, Aguggia oversees executive incentive design. 2024 Annual Incentive Plan (AIP) Corporate Factor metrics:
| Metric | Weight | Threshold | Target | Maximum | Actual (FY’24) |
|---|---|---|---|---|---|
| Adjusted Non‑Interest Expense / Avg. Assets | 50.0% | 1.75% | 1.55% | 1.35% | 1.54% |
| Relative Asset Quality (NPLs/Loans vs peer median) | 12.5% | 25th pct. | 50th pct. | 75th pct. | 73rd pct. |
| CET1 Ratio (Consolidated) | 10.0% | 10.25% | 11.00% | 12.00% | 12.17% |
| CRE Concentration Ratio (Consolidated) | 15.0% | 550% | 510% | 470% | 447% |
| Loan‑to‑Deposit Ratio | 12.5% | 105% | 97.5% | 90% | 93% |
Long‑Term Incentive Plan (LTIP) PRSA metrics (2024–2026 cycle):
| Metric | Weight | Threshold | Target | Maximum |
|---|---|---|---|---|
| Relative Deposit Franchise Quality (Metro NY/NJ) | 50% | 25th pct. | 50th pct. | 75th pct. |
| Consolidated CRE Concentration Ratio (12/31/2026) | 50% | 490% | 450% | 400% |
AIP gating: No bonuses paid if Total Risk‑Based Capital <10.5% at year‑end; Discretionary Factor at 120% of target reflecting deposit franchise growth, tech, compliance, TSR, CRA and cyber .
Other Directorships & Interlocks
- Current public company boards: None disclosed beyond DCOM .
- Prior public company boards: Clifton Bancorp, Inc. (Chairman & CEO) .
- Committee interlocks: None; DCOM disclosed no interlocking relationships in 2024 and 2023 .
Expertise & Qualifications
- 30+ years advising banks/financial services on M&A, capital markets, securities, regulatory, and governance; public company executive experience; corporate/banking law specialist .
- Governance/nomination leadership (CG Committee Chair) and compensation oversight (Comp Committee member) .
Equity Ownership
| As of | Common Shares Beneficially Owned | Includes Time‑Vested Restricted Shares | % of Outstanding |
|---|---|---|---|
| 3/20/2025 | 12,680 | 2,061 RSAs | <1% |
| 3/28/2024 | 10,832 | 4,690 RSAs | <1% |
- Pledging/hedging: Prohibited for directors/officers; policy reaffirmed and disclosed in proxy and insider trading policy .
- Ownership guidelines: Directors must hold at least 5× annual cash retainer; compliance reviewed annually. As of 12/31/2024, all directors were compliant or within the allowed 5‑year phase‑in under updated 2025 guidelines (CEO 3× salary; other NEOs 1.5×) .
- Section 16(a): Company disclosed one late Form 3 for an executive; no director disclosure specific to Aguggia .
Fixed Compensation (Program Overview)
- Non‑employee director retainer: $130,000; Chair retainers: Audit/Comp/Enterprise Risk $25,000; Corporate Governance $15,000; Chairman of Board $60,000; no meeting fees; compensation unchanged since 2021 except elimination of some chair retainers in 2023 and Lead Director role in 2024 .
- Mix: ~55% cash / ~45% restricted stock vesting in one year; directors may elect stock via DSPP at prevailing Nasdaq price on pay date (2024 participants: Germano, Perry) .
Performance Compensation (Executive Program Signals)
| Program | Component | Target Opportunity (illustrative) | Design Notes |
|---|---|---|---|
| AIP (2024) | Corporate Factor 85%; Discretionary 15% | CEO 100% of salary; NEOs 45–50% | Balanced sheet strength focus; risk gate at TRC ≥10.5% |
| LTIP (2024) | 60% PRSAs; 40% RSAs | CEO 65% of salary; NEOs 40% | PRSAs tied to deposit quality and CRE diversification; RSAs 3‑year ratable vesting |
Say‑on‑Pay & Shareholder Feedback
- Say‑on‑pay support: 81.0% approval at 2024 annual meeting (on 2023 pay); 80.4% at 2023 (on 2022 pay) .
- Responsive changes: Majority vote standard adopted for uncontested director elections (bylaw amendment); inclusion of asset quality metric in AIP; eliminating positive discretion on time‑vested LTIP grants .
Governance Assessment
- Strengths: Independent director; chairs Corporate Governance (controls nominations, related‑party approvals); member of Compensation Committee (uses independent consultant; Pay Governance in 2024, Aon in 2023; no interlocks) . Board leadership is independent; committees fully independent; strong risk oversight .
- Alignment: Holds DCOM stock; directors subject to robust ownership guidelines and anti‑hedging/pledging prohibitions .
- Performance signals: 2024 TSR of 18.5% vs peer median 12.5%; stronger balance sheet metrics (CET1 >12%, NIM expansion, CRE concentration reduction) tied to incentive outcomes—positive for pay‑for‑performance credibility .
- Potential conflicts/RED FLAGS:
- Law firm partnership could be a conflict if the firm provides services to DCOM; Corporate Governance Committee formally reviews/approves related‑party transactions (no Holland & Knight transaction disclosed) .
- Director/officer loans: Bank disclosed two residential mortgages to two directors and one CRE loan to an entity controlled by a director, on market terms under permissible banking programs; names not disclosed. Monitor for future changes; oversight lies with CG Committee .
- Section 16(a): One late Form 3 (executive) disclosure; maintain monitoring of timely filings .
Net view: Aguggia’s chairmanship of Corporate Governance and role on Compensation suggest meaningful influence over board composition, pay design, and related‑party oversight. Strong independence, attendance, and use of external consultants bolster governance quality; limited disclosed conflicts and robust policies (ownership, clawbacks, anti‑hedging) support investor alignment .