Dennis J. Leonard
About Dennis J. Leonard
Dennis J. Leonard, age 69, is the independent Chairman of the Board of ECB Bancorp, Inc. and Everett Co-operative Bank, serving on the board since 2016; he retired as President and Chief Executive Officer of Delta Dental of Massachusetts in March 2023 after serving as President since 2011 and previously holding senior leadership roles including Chief Sales Officer, Regional President, and VP of Sales & Marketing . Education is not disclosed in the proxy; he is described as bringing extensive executive experience in business development, governance, and public relations, and serves on several regional non-profit boards and as a trustee of Merrimack College .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Delta Dental of Massachusetts | President; later President & CEO | President: 2011–2023; CEO through Mar 2023 | Executive leadership across sales, regional operations, and marketing; governance and PR expertise cited |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Merrimack College | Trustee | Not disclosed | Higher-education governance; regional ties |
| Regional non-profit charitable organizations | Board member | Not disclosed | Community engagement and stakeholder relations |
Board Governance
- Board leadership: roles are split; Leonard serves as non-executive Chairman and Richard J. O’Neil, Jr. is President & CEO .
- Independence: Leonard is independent under Nasdaq standards; only O’Neil and Delory are not independent .
- Attendance: The Company and Bank Boards each held 12 regular meetings in 2024; no director attended fewer than 75% of Board and committee meetings; directors are encouraged to attend the annual meeting, and all except one attended in 2024 .
| Committee | Membership | Chair | Meetings in 2024 |
|---|---|---|---|
| Audit | Dennis J. Leonard (member) | Joseph Sachetta (Chair) | 18 |
| Compensation | Dennis J. Leonard (member) | Susan Sgroi (Chair) | 5 |
| Nominating & Corporate Governance | Dennis J. Leonard (member) | Elizabeth P. Jones (Chair) | 1 |
Shareholder Vote Outcome (2025 Annual Meeting)
| Director | For | Withheld | Broker Non-Votes |
|---|---|---|---|
| Dennis J. Leonard | 4,145,896 | 1,152,527 | 1,815,410 |
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual cash retainer (Chairman) | $80,000 | 2024 Bank retainer for Chairman; no additional Company meeting fees |
| Committee chair retainer (Audit/Comp/Nominating) | $12,000 / $10,000 / $3,000 | Paid to chairs; Leonard is not a committee chair |
| Director Fee Continuation Plan (Deferred Fee Plan) | $20,000/yr for 10 years at normal retirement | Normal retirement age 75; vesting 50% after 7 years, 100% after 12; all current directors participate |
| Director Deferred Compensation Plan | Elected deferrals of fees | Earnings indexed to highest CD rate; Leonard has a deferral account |
Performance Compensation
| Equity Type | Grant/Units | Vesting | Performance Metrics |
|---|---|---|---|
| Restricted stock (non-employee director) | 9,331 unvested shares (as of 3/27/2025) | 20% per year over 5 years (2023 grants) | None disclosed for director awards (time-based only) |
Other Directorships & Interlocks
| Company Type | Name | Role | Notes |
|---|---|---|---|
| Public company | None disclosed | — | No public-company board roles disclosed in proxy |
| Non-profit / Academic | Merrimack College | Trustee | Education governance |
| Non-profit | Several regional organizations | Director/Trustee | General community roles; not individually listed |
Expertise & Qualifications
- Executive leadership in insurance/health benefits with Delta Dental of Massachusetts; experienced in business development, governance, and public relations .
- Broad committee experience across Audit, Compensation, and Nominating & Corporate Governance at ECBK .
- Not designated an “audit committee financial expert” (that designation is held by Joseph Sachetta) .
- Board-level risk oversight described with committee roles spanning financial reporting, compensation risk, and ESG governance .
Equity Ownership
| Holder | Total Beneficial Ownership | % of Outstanding | Unvested Restricted Stock | ESOP Allocation | Pledged/Hedged |
|---|---|---|---|---|---|
| Dennis J. Leonard | 67,496 shares | <1% | 9,331 shares | None | Anti-hedging/anti-pledging policy; no pledges indicated and no exceptions approved |
Governance Assessment
- Independent non-executive Chairman with full committee membership across Audit, Compensation, and Nominating & Governance, supporting board effectiveness and balanced oversight .
- Attendance and engagement: Board met 12 times at Company and Bank; no director fell below 75% attendance; annual meeting attendance was strong (all but one), indicating engagement .
- Investor signal: 1,152,527 “withheld” votes against Leonard in 2025, compared to 4,145,896 “for” and 1,815,410 broker non-votes; withholds merit monitoring for shareholder sentiment and governance optics .
- Compensation alignment: Director pay is centered on modest cash retainer for Chairman ($80k), participation in a deferred fee continuation plan ($20k/year at normal retirement), and time-based restricted stock (9,331 unvested shares), fostering long-term alignment without disclosed performance metrics for director equity .
- Conflicts and related-party exposure: Proxy discloses related-party arrangements involving the CEO and Director Delory (leases and legal services), but none involving Leonard, and the company maintains anti-hedging/anti-pledging policies with no exceptions approved—reducing alignment risks .
- Controls and recourse: Formal clawback policy compliant with SEC/Nasdaq; insider trading policy bans hedging/pledging, and directors convene independent sessions per governance policy—positive signals for governance rigor .
RED FLAGS to monitor: Withheld votes against Leonard in 2025; overall board related-party transactions (CEO family leases; director legal fees) raise governance optics even if compliant; continued transparency and independent oversight are key .