Elizabeth P. Jones
About Elizabeth P. Jones
Elizabeth P. Jones, age 74, is an independent director of ECB Bancorp, Inc. and Everett Co-operative Bank, serving on the board since 2000. She is retired; from 1999 through 2015 she served as President and Chief Executive Officer of the Bank, and previously held decades of executive management roles at BayBank and later at BankBoston, providing deep institutional knowledge and regional retail banking/business development expertise . The board affirms her independence under Nasdaq rules; only the CEO (Richard J. O’Neil, Jr.) and Paul A. Delory are classified as non-independent .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Everett Co-operative Bank | President & Chief Executive Officer | 1999–2015 | Led the Bank; brings detailed institutional knowledge and regional retail banking and business development experience . |
| BayBank | Executive management roles | Not disclosed | Decades of executive experience during substantial growth; contributes banking operations expertise . |
| BankBoston | Employed | Not disclosed | Adds broader industry perspective from large regional institution . |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Not disclosed in proxy | — | — | The proxy biography for Ms. Jones does not mention any other current public company directorships . |
Board Governance
| Item | As of Apr 12, 2024 | As of Mar 27, 2025 |
|---|---|---|
| Audit Committee | Member | Member |
| Nominating & Corporate Governance Committee | Chair | Chair |
| Compensation Committee | Not a member | Not a member |
| Company Board meetings held (prior fiscal year) | 12 regular + 1 special in FY2023 | 12 regular in FY2024 |
| Audit Committee meetings (prior fiscal year) | 18 in FY2023 | 18 in FY2024 |
| Compensation Committee meetings (prior fiscal year) | 9 in FY2023 | 5 in FY2024 |
| Nominating & Corporate Governance Committee meetings (prior fiscal year) | 1 in FY2023 | 1 in FY2024 |
- Independence: Independent under Nasdaq rules (only CEO O’Neil and director Delory are not independent) .
- Attendance: No director attended fewer than 75% of total board and committee meetings during FY2024; the board encourages annual meeting attendance and all directors except one attended the 2024 annual meeting .
- Committee quality: Audit Committee chaired by Joseph Sachetta (SEC-defined audit committee financial expert) .
Fixed Compensation
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Annual director fee (cash) | $53,000 | $53,000 |
| Cash retainer schedule (general) | $50,000 annual retainer; $80,000 for Chairman; committee chair retainers: Audit $12,000, Compensation $10,000, Nominating & Corporate Governance $3,000 | $50,000 annual retainer; $80,000 for Chairman; committee chair retainers: Audit $12,000, Compensation $10,000, Nominating & Corporate Governance $3,000 |
- As Nominating & Corporate Governance Committee Chair, Ms. Jones’s cash total of $53,000 in FY2024 reflects the $50,000 board retainer plus the $3,000 chair retainer .
Performance Compensation
| Metric | FY 2023 Detail | FY 2024 Detail |
|---|---|---|
| Restricted Stock (RSU) grant | Grant date: Sep 8, 2023; Shares: 11,664; Grant-date fair value: $137,635; Vesting: time-based, five equal annual installments commencing Sep 8, 2024 | No new director equity grants disclosed; unvested RSUs outstanding as of Mar 27, 2025: 9,331 shares |
| Stock Options grant | Grant date: Sep 8, 2023; Options: 29,160; Grant-date fair value: $138,218 (Black-Scholes FV $4.74 per option); Vesting: time-based, five equal annual installments commencing Sep 8, 2024 | No new director option grants disclosed in FY2024 |
| Performance metrics attached to director equity | None; awards are time-based, not performance-conditioned | None disclosed |
- Deferred Fee Continuation Plan: All current directors are participants; normal retirement age 75; annual benefit generally $20,000 (Mr. Sachetta $32,500); lump-sum present value payment if separation occurs within two years of a change in control .
- Director Deferred Compensation Plan (fee deferral): Available to non-employee directors; crediting indexed to the Bank’s highest CD rate; deferral accounts disclosed for Directors Leonard, Sachetta, and Sgroi—no deferral account disclosed for Jones .
Other Directorships & Interlocks
| Company | Role | Committee Roles | Overlaps/Interlocks |
|---|---|---|---|
| None disclosed in proxy biography | — | — | No public company roles for Ms. Jones are mentioned; no interlocks or shared directorships disclosed . |
Expertise & Qualifications
- Extensive banking industry leadership (former President & CEO of the Bank) with detailed institutional knowledge and regional retail/business development experience .
- Service on Audit and Nominating & Corporate Governance Committees indicates governance and oversight engagement; Audit Committee has a designated financial expert (Sachetta) .
Equity Ownership
| Metric | Apr 12, 2024 | Mar 27, 2025 |
|---|---|---|
| Beneficial ownership (shares) | 46,664 | 52,496 |
| Percent of shares outstanding | <1% | <1% |
| Unvested restricted stock under 2023 plan | 11,664 shares | 9,331 shares |
| Shares pledged as collateral | None (company notes none of the listed shares are pledged unless indicated) | None (company notes none of the listed shares are pledged unless indicated) |
- Anti-hedging/pledging: Directors are prohibited from hedging and generally from pledging or holding Company stock in margin accounts; board has not approved any pledge exceptions .
- Retiree coverage: As former employees, Directors White and Jones receive retiree health/dental coverage via the Massachusetts Bankers Association at no cost, supplementing Medicare .
Insider Trades
| Item | FY 2024 |
|---|---|
| Section 16(a) compliance for directors | Company believes all directors/officers complied with reporting requirements; only a late Form 4 was filed by Paul A. Delory (May 16, 2024) for sales on May 3 and May 6, 2024; no late filings cited for Jones . |
Governance Assessment
-
Strengths
- Independence affirmed; long-standing banking leadership adds institutional memory and regional market insight .
- Active governance roles: Audit Committee member and Nominating & Corporate Governance Chair—positions tied to oversight of financial reporting and board composition .
- Ownership alignment: Meaningful shareholdings with ongoing vesting from prior equity awards; anti-hedging and anti-pledging policies reduce misalignment risk .
-
Considerations
- Tenure: ~25 years on the board (director since 2000) may raise questions for some investors around refreshment and independence over extended periods, though the company maintains her independent status .
- Benefits: Retiree health/dental coverage as a former employee is modest but a non-cash benefit; investors should monitor total director benefits alongside cash fees .
- Related-party transactions: Company discloses related-party leases and legal services connected to the CEO and his brother; loans to directors are in the ordinary course under banking regulations. No Jones-specific related-party disclosures identified; independence determinations considered director loans/deposits .
-
Signals
- Compensation mix shifted from sizable one-time equity grants in 2023 to cash-only fees in 2024; equity awards vest time-based without performance conditions—acceptable for non-employee directors but note reduced at-risk linkage relative to performance .
- Committee meeting cadence (18 Audit; 1 N&CG; in FY2024) suggests significant Audit oversight and targeted governance work; company reports no director fell below 75% attendance .