Raymond Nielsen
About Raymond A. Nielsen
Raymond A. Nielsen, age 74, has served as an independent director of Dime Community Bancshares, Inc. since 2013. He is a former CEO of Reliance Federal Savings Bank and Herald National Bank, previously served as Director of Finance for the Beechwood Organization, and was a director at North Fork Bancorporation and North Fork Bank for six years, where he chaired the Compensation and Audit Committees and served as Lead Independent Director. The Board has determined him to be independent under Nasdaq listing standards. The Board met 10 times in 2024, and all directors attended the 2024 Annual Meeting.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Reliance Federal Savings Bank | Chief Executive Officer | Not disclosed | Executive leadership of a depository institution |
| Herald National Bank | Chief Executive Officer | Not disclosed | Executive leadership of a depository institution |
| Beechwood Organization | Director of Finance | Not disclosed | Finance leadership in real estate development |
| North Fork Bancorporation & North Fork Bank | Director | ~6 years | Chaired Compensation and Audit; Lead Independent Director |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| CVD Equipment Corp. | Director (prior) | Not disclosed | Not disclosed |
| Beechwood Organization | Director of Finance (private) | Not disclosed | Finance oversight (non-board corporate role) |
Board Governance
- Independence: Independent director under Nasdaq standards; only the CEO (Lubow) is non‑independent.
- Committee assignments (2024):
- Not listed on standing Audit, Compensation & Human Resources, or Corporate Governance/Nominating Committees based on membership table below.
- Board structure and effectiveness signals:
- Independent Chair (Kenneth J. Mahon); separation of Chair/CEO; 10 of 11 directors independent; annual elections; majority voting in uncontested elections.
- Board met 10 times in 2024; all directors attended the 2024 Annual Meeting.
- Committees comprised solely of independent directors; Corporate Governance Committee reviews and approves related‑party transactions.
| Standing Committee | Members (Chair*) | Is Nielsen a Member? |
|---|---|---|
| Audit | Kevin Stein*, Albert E. McCoy Jr., Joseph J. Perry | No |
| Compensation & HR | Rosemarie Chen*, Paul M. Aguggia, Matthew A. Lindenbaum | No |
| Corporate Governance/Nominating | Paul M. Aguggia*, Kenneth J. Mahon, Dennis A. Suskind | No |
Fixed Compensation
Director pay practice (unchanged since 2021): non‑employee director compensation targeted ~55% cash / 45% restricted stock; no meeting fees; committee chair retainers paid for Audit, Compensation, Enterprise Risk ($25k) and Corporate Governance ($15k); cap of $250k per non‑employee director.
| Item (FY2024) | Amount |
|---|---|
| Annual retainer (cash portion) | $71,500 |
| Annual stock award (time‑vested RSAs) | $58,500 (2,227 shares granted Jan 1, 2024) |
| Total director compensation | $130,000 |
| Committee chair fees received | None disclosed for Nielsen (not a standing committee chair) |
| Director Stock Purchase Program participation | Not listed as a participant (Germano and Perry participated) |
Notes: RSAs vest one year after grant; no meeting fees; directors may elect to receive additional stock via the DSPP in lieu of cash retainers.
Performance Compensation
- None for directors. Equity grants to directors are time‑vested restricted stock; no performance‑conditioned equity metrics are used for director compensation.
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards | None disclosed for Nielsen |
| Prior public company boards | CVD Equipment Corp.; North Fork Bancorporation / North Fork Bank (Lead Independent Director; chaired Audit and Compensation) |
| Interlocks (Comp Committee) | Company discloses no compensation committee interlocks in 2024; Nielsen is not a member of the Compensation Committee. |
Expertise & Qualifications
- Banking and financial services leadership, including CEO roles (Reliance FSB; Herald National Bank).
- Board‑level governance in financial institutions: chaired Audit and Compensation; prior Lead Independent Director (North Fork).
- Real estate development finance experience (Beechwood Organization).
Equity Ownership
| Metric | Value |
|---|---|
| Total beneficial ownership (common shares) | 41,815 (includes 1,848 time‑vested RSAs with voting power) |
| Ownership as % of outstanding | <1% (company tabular indicator) |
| Shares pledged as collateral | Prohibited by policy; directors and officers may not pledge company stock. |
| Hedging policy | Hedging transactions in company stock are prohibited. |
| Director ownership guideline | 5.0x annual cash retainer; compliance required within 5 years. |
| Compliance status (as of 12/31/2024) | All directors in compliance or within the 5‑year window. |
Related‑Party & Conflict Review
- The Bank maintains an employee/director lending program with a standardized 1.00% interest rate credit; in 2024, there were two residential mortgages to directors and one commercial real estate loan to an entity controlled by one director, all on market terms (other than the standardized program credit) and without unfavorable features; individual directors are not named. The Corporate Governance Committee reviews and approves related‑party transactions.
- Independence affirmed for all non‑management directors (including Nielsen) after considering loans and related transactions.
Governance Assessment
- Strengths for investor alignment: Independent status; meaningful prior oversight experience (chaired Audit/Compensation; Lead Independent Director at North Fork); equity component in director pay and robust anti‑hedging/anti‑pledging plus a 5x retainer ownership guideline with disclosed compliance.
- Potential watch items: 2024 included a CRE loan to an entity controlled by an unnamed director (terms deemed ordinary course); while not attributed to Nielsen, related‑party lending in any form warrants ongoing monitoring by investors.
- Board effectiveness context: 10/11 independent; independent Chair; majority voting standard adopted; all directors attended the 2024 Annual Meeting; Board met 10 times in 2024; committee memberships for certain risk committees (e.g., Enterprise/Compliance/Credit Risk) are not disclosed at the director level.
- Shareholder sentiment: Say‑on‑pay received 81.0% support at the 2024 annual meeting (context for overall governance posture).