Thomas Geisel
About Thomas Geisel
Thomas X. Geisel, age 63, joined Dime Community Bancshares (Dime) in February 2025 as Senior Executive Vice President of Commercial Lending, and in October 2025 assumed responsibilities as Chief Commercial Officer as part of an executive succession plan . His employment agreement became effective February 24, 2025, with a base salary of not less than $489,456 and New York–based responsibilities focused on growth of the loan portfolio . Company performance context pre-dating his arrival: 2024 total shareholder return was 18.5% (top quartile vs. compensation peer group), with core deposit growth (~$1.8B), NIM expansion, and improved capital ratios, framing the strategic backdrop for his mandate .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Webster Bank (formerly Sterling National Bank) | President of Corporate Banking | — | Led corporate banking; relevant to Dime’s middle market growth initiatives . |
| Sun Bancorp | President, CEO, Director | — | Public company CEO experience; balance sheet and growth leadership . |
| KeyCorp | President, Northeast Region | — | Regional P&L leadership; commercial banking expansion . |
| Republic First | Turnaround leader (recruited) | — | Led turnaround culminating in assisted transaction . |
External Roles
- Not disclosed for Mr. Geisel in company filings reviewed .
Fixed Compensation
| Component | Detail | Amount/Terms | Source |
|---|---|---|---|
| Base Salary | Minimum annual base salary | Not less than $489,456 | |
| Perquisite Allowance | Annual cash in lieu of perqs (pro-rated for 2025) | $50,000 annually; 2025 pro-rated ~10 months | |
| Work Location | Principal place of employment | Manhattan, New York |
Performance Compensation
| Component | Plan/Treatment | Target/Value | Metrics/Vesting | Source |
|---|---|---|---|---|
| Annual Cash Bonus | Starts with 2026 plan year | Target 50% of base salary | Based on Company AIP as established by Committee | |
| Long-Term Incentive (LTIP) | Starts March 2026 | Target ≥40% of base salary (60% performance-based; 40% time-based) | PRSAs per plan metrics; RSAs vest ratably over 3 years | |
| One-time Cash Bonus | Sign-on retention | $200,000 (paid ~Mar 15, 2025); repayable in full if voluntary resignation without Good Reason within 18 months | 18-month clawback on voluntary resign without Good Reason | |
| One-time Equity Grant | Sign-on equity | $200,000 total (50% time-based, 50% performance-based) | Time-based: ratable vest over 3 years; Performance-based: cliff vest in 3 years based on agreed growth in business loans, deposit funding, hiring of new teams, and maintenance of asset quality |
Performance Metrics Detail (Awards specific to Geisel)
| Metric | Weighting | Target | Payout | Vesting |
|---|---|---|---|---|
| Growth in business loans | Part of one-time PRSA | Not disclosed (custom goals) | Cliff vests at 3 years if goals met | Cliff at 3 years |
| Deposit funding | Part of one-time PRSA | Not disclosed (custom goals) | Cliff vests at 3 years if goals met | Cliff at 3 years |
| Hiring of new teams | Part of one-time PRSA | Not disclosed (custom goals) | Cliff vests at 3 years if goals met | Cliff at 3 years |
| Maintenance of asset quality | Part of one-time PRSA | Not disclosed (custom goals) | Cliff vests at 3 years if goals met | Cliff at 3 years |
Company-wide incentive design context (for reference): 2024 AIP emphasized expense discipline, capital/liquidity, CRE concentration, and loan-to-deposit metrics; 2024 LTIP used relative deposit franchise quality and CRE concentration performance metrics, 60% performance-based/40% time-based .
Equity Ownership & Alignment
| Item | Status/Detail | Source |
|---|---|---|
| Beneficial Ownership at Appointment | Form 3 filed Nov 18, 2025 indicates “No securities are beneficially owned.” | |
| Ownership Guidelines | NEOs must hold 1.5x base salary; compliance required within five years of March 2025 guideline update | |
| Hedging/Pledging | Hedging and pledging of Company stock prohibited for directors/officers/employees | |
| Vested vs. Unvested | One-time time-based RSAs vest ratably over 3 years; one-time PRSAs cliff-vest at 3 years; 2026+ LTIP mix of PRSAs/RSAs |
Implication: Initial absence of beneficial ownership (Form 3) paired with sign-on equity and future LTIP participation suggests alignment will build over 2025–2028 through vesting; policy prohibitions on pledging/hedging mitigate alignment risk .
Employment Terms
| Provision | Pre–Change-in-Control | Post–Change-in-Control (Double Trigger within 2 years) | Source |
|---|---|---|---|
| Contract Term | 3 years, auto-renews daily to maintain 3-year term | — | |
| Good Reason | Material diminution of duties; base/bonus/LTIP target reduction; benefits loss; liquidation; material breach; relocation increasing commute ≥50 miles | Same Good Reason construct used for CIC trigger | |
| Severance Multiple | 3x (base salary + Recent Bonus) | 3x (base salary + greater of target bonus in CIC year or 3-year average bonus) | |
| Benefits Continuation | Employer contributions to DC/SERP equivalents during 3-year “Benefits Period” | Same; plus COBRA/life premium equivalents (150% of monthly premiums) for Benefits Period | |
| Outplacement | Provided; ends no later than last day of second calendar year after termination | Same | |
| Equity Vesting on Qualifying Termination | Time-based RSAs vest; performance awards vest pro-rata at actual or target if not determinable in death/disability | Full vesting: time-based fully vest; performance-based vest at actual through last completed quarter or at target if indeterminable | |
| Restrictive Covenants | 1-year non-solicit and 1-year non-compete post-termination | 6–24 months post-CIC (mutually agreed); non-compete/non-solicit valued for 280G mitigation | |
| 280G/4999 Treatment | Cutback to avoid excise tax if net-after-tax better; appraisal of covenant value; if no appraisal, Company indemnifies Executive for 4999 excise tax and related income taxes | Same | |
| Clawback | Company Dodd-Frank compliant clawback policy applies | Same | |
| Arbitration/Indemnification | AAA arbitration; D&O indemnification and insurance | Same |
Risk Indicators & Red Flags
- Non-compete/non-solicit: 1-year baseline; up to 2 years post-CIC—standard for peers; covenant valuation used for 280G planning .
- No excise tax gross-up; presence of cutback and potential indemnification only if covenant appraisal not obtained (different from blanket gross-ups) .
- Clawback policy in place; one-time cash bonus features 18-month recoupment if voluntary departure without Good Reason—positive for retention and alignment .
- Insider Form 3 shows zero holdings as of Nov 18, 2025; watch subsequent Forms 4 for accumulation patterns and potential selling pressure around 3-year cliff vest (performance award) and annual RSA tranches .
Say-on-Pay & Peer Context (Company-level)
- 2024 say-on-pay approval: 81.0% (on 2023 compensation), indicating general investor support for pay design .
- Compensation peer group: 22 regional/commercial banks in the $8.75–$30B asset range; LTIP structure emphasizes performance-based equity (60% weighting) consistent with peer best practice .
Investment Implications
- Retention/Execution: The 18-month clawback on his $200,000 sign-on cash, three-year cliff PRSAs tied to loan growth/deposits/team build/asset quality, and 1-year non-compete/non-solicit signal strong retention and performance orientation through at least 2027–2028 .
- Alignment: Initial zero ownership will transition toward meaningful exposure via one-time and LTIP equity; anti-hedging/pledging policies support cleaner alignment; monitor accumulation vs. required 1.5x salary ownership guideline over five years from March 2025 .
- Incentive Levers: His metrics directly target Dime’s strategic priorities (business loan growth, deposit franchise strength, asset quality), aligning his payouts to the drivers of NIM, capital efficiency, and CRE concentration reduction cited in 2024 results .
- Change-in-Control Economics: Standard 3x multiple and full double-trigger acceleration could be meaningful in a sale scenario; 280G cutback and covenant appraisal mitigate shareholder costs; the non-compete valuation design may reduce excise exposure while preserving executive economics .
All statements and data points are sourced from Dime Community Bancshares’ filings as cited.