Rosemarie Chen
About Rosemarie Chen
Independent director since 2021 (age 58). Global Financial Services Practice Leader at Willis Towers Watson since 2016, with prior senior roles at Deloitte Consulting (2013–2016) and Aon Hewitt/McLagan Partners (2003–2012). Her core credentials are in human capital management and technology to align business strategy with talent solutions. She was originally appointed with the closing of the Dime–Bridge merger and previously served on Legacy Dime’s board starting in 2017 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Aon Hewitt/McLagan Partners | Head of US Infrastructure Services & Support | 2003–2012 | Led human capital and tech infrastructure supporting talent solutions |
| Deloitte Consulting | Senior Manager | 2013–2016 | Senior leadership across human capital advisory |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Willis Towers Watson | Global Financial Services Practice Leader | 2016–present | Advises on strategic human capital; led FinTech initiatives |
Board Governance
- Independence: Board determined that, except for the CEO, all directors—including Chen—are independent under Nasdaq standards; all three standing committees (Audit, Compensation & HR, Corporate Governance) are solely independent directors .
- Committee assignments: Compensation & HR Committee Chair (members: Chen*, Aguggia, Lindenbaum); other committees: Audit (Stein*, McCoy, Perry), Corporate Governance (Aguggia*, Mahon, Suskind) .
- Attendance and cadence: Board met 10 times in 2024; all directors attended the May 23, 2024 annual meeting. Compensation Committee met four times in 2024 and holds executive sessions at each meeting; the Corporate Governance Committee met four times .
- Board practices: Chairman role separate from CEO; majority voting standard in uncontested elections; annual self-assessments; right to retain independent advisors .
Fixed Compensation
| Component | Amount | Mix/Structure | Details |
|---|---|---|---|
| Annual retainer (non-employee director) | $130,000 | 55% cash / 45% stock | No meeting fees; program reviewed annually |
| Committee Chair retainer (Compensation & HR) | $25,000 | 55% cash / 45% stock | Chair retainers set competitively |
| Total Director Compensation (2024) | $155,000 | 55% cash ($85,250) / 45% stock ($69,750) | Stock award was 2,656 restricted shares granted Jan 1, 2024 (FASB ASC 718) |
| Directors’ Stock Purchase Program (DSPP) | N/A for Chen | Elective conversion of cash retainers into stock | 2024 participants: Germano and Perry |
Performance Compensation
As Compensation & HR Committee Chair, Chen oversaw pay-for-performance design for executives. 2024 AIP corporate metrics and thresholds:
| Metric | Weighting | Threshold | Target | Maximum |
|---|---|---|---|---|
| Adjusted Non-Interest Expenses / Average Assets | 50.0% | 1.75% | 1.55% | 1.35% |
| Relative Asset Quality (NPLs/Loans vs peer median) | 12.5% | 25th percentile | 50th percentile | 75th percentile |
| Tier 1 Risk-Based Capital Ratio | 10.0% | 10.25% | 11.0% | 12.0% |
| CRE Concentration Ratio (Consolidated) | 15.0% | 550% | 510% | 470% |
| Loan-to-Deposit Ratio | 12.5% | 105.0% | 97.5% | 90.0% |
Long-term performance metrics (2024–2026 PRSA cycle) used under Chen’s oversight:
| Metric | Weighting | Threshold | Target | Maximum |
|---|---|---|---|---|
| Relative Deposit Franchise Quality (Metro NY/NJ banks) | 50% | 25th percentile | 50th percentile | 75th percentile |
| Consolidated CRE Concentration Ratio | 50% | 490% | 450% | 400% |
Governance features she oversees include a risk-based capital gate (no AIP payout if total risk-based capital <10.5%), clawback policy updated in July 2023 to align with SEC rules, anti-pledging/anti-hedging, and director/NEO stock ownership guidelines .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Public company boards | None disclosed beyond DCOM |
| Compensation Committee interlocks | None; no officer status and no interlocking relationships in 2024 |
Expertise & Qualifications
- Human capital and technology alignment; fintech initiatives leadership .
- 20+ years advising financial institutions on strategic talent solutions .
- Governance role: Chair, Compensation & HR Committee; responsible for executive pay design and oversight .
Equity Ownership
| Security | Beneficial Ownership | Components | % of Outstanding |
|---|---|---|---|
| Common stock | 28,615 shares | Includes 2,203 time‑vested restricted shares | 0.066% (28,615 ÷ 43,657,135) |
| Preferred stock | 400 shares | — | 0.0075% (400 ÷ 5,299,200) |
| Pledging/Hedging | Prohibited for directors and officers | Insider Trading & Confidentiality Policy prohibits pledging | — |
| Ownership guidelines | 5× annual cash retainer; all directors in compliance or within 5-year phase-in as of Dec 31, 2024 | Unvested time-based shares count; performance-based do not | — |
Governance Assessment
- Committee leadership and independence: Chen chairs a fully independent Compensation & HR Committee; committee relies on independent consultant (Pay Governance; $55,800 fees) with no conflicts identified—supportive of strong governance .
- Pay-for-performance alignment: Metrics emphasize cost discipline, capital/liquidity strength, asset quality, deposit franchise, and CRE concentration reduction—well aligned with current banking risk priorities .
- Engagement and attendance: Board met 10 times in 2024; Compensation and Corporate Governance Committees met four times; directors attended the 2024 annual meeting—indicates high engagement .
- Shareholder signals: Say-on-pay approval at 81.0% in 2024; adoption of majority voting standard in uncontested elections—positive investor confidence indicators .
- Ownership alignment: Material personal holdings, one-year vesting on director stock grants, strict anti-hedging/pledging, and robust ownership guidelines—strong alignment with shareholders .
- Related-party exposure: Bank disclosed loans to certain directors/executives under broad programs at market terms; specific names not provided—monitoring warranted but disclosure suggests standard practice and normal risk .
RED FLAGS: None identified specific to Chen in proxy disclosures. No interlocks, no pledging/hedging, attendance strong, and director pay structure conservative. Continue monitoring related‑party lending disclosures for any future specificity .