John Migliozzi
About John Migliozzi
John Migliozzi serves as Executive Vice President and Chief Lending Officer of ECB Bancorp (Everett Co‑operative Bank), a role he has held since January 2022, with over 35 years of banking experience focused on commercial and residential real estate lending and responsibility for credit quality, loan yield, and portfolio growth (Age 67) . Prior to ECB Bancorp, he was Executive Vice President and Senior Lender at East Boston Savings Bank for 23 years, overseeing its commercial and residential real estate portfolios . The company’s annual incentive plan for 2024 was funded at 140% of target based on performance against bank-wide metrics (PPNR, net charge-offs, efficiency ratio, loan growth, and strategic initiatives), linking his variable pay to operating execution .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| East Boston Savings Bank | EVP & Senior Lender | 23 years | Oversaw commercial and residential real estate portfolios |
External Roles
- No external directorships or outside roles disclosed for Mr. Migliozzi in the latest proxy .
Fixed Compensation
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Base Salary ($) | $275,000 | $286,000 | $303,160 |
| All Other Compensation ($) | $19,336 (401k $16,288; auto $3,048) | $71,155 | $83,188 (401k $21,198; ESOP $18,253; life insurance $3,048; deferred comp $40,689) |
Performance Compensation
| AIP Structure (2024) | Weight |
|---|---|
| Pre-provision net revenue | 30% |
| Net charge-offs | 15% |
| Efficiency ratio | 15% |
| Loan growth | 20% |
| Strategic initiatives | 20% |
| Company funding outcome | 140% of target |
| Individual target opportunity (of salary) | Threshold 15%; Target 30%; Max 45% |
| 2024 AIP Outcome (Migliozzi) | Value |
|---|---|
| Base salary used for AIP | $303,160 |
| Actual non‑equity incentive paid | $136,273 |
Notes: The plan pays on bank performance vs. targets; individual payouts consider CEO review. No per‑metric target/actual detail was disclosed beyond aggregate funding .
Equity Ownership & Alignment
| Ownership (as of Mar 27, 2025) | Amount |
|---|---|
| Total beneficial ownership (shares) | 104,486 (1.2% of class) |
| Unvested restricted stock (RS) | 29,955 |
| ESOP allocated shares | 1,819 |
| Shares pledged | None indicated; table notes none pledged unless otherwise stated |
| Anti-hedging/pledging policy | Hedging prohibited; pledging generally prohibited; no exceptions approved by the Board |
| Clawback policy | Mandatory recoupment upon restatement under SEC Rule 10D‑1/Nasdaq 5608 |
| Equity Awards (Grant 10/31/2023) | Terms |
|---|---|
| Stock options | 93,610 options at $10.12 strike; 18,722 exercisable and 74,888 unexercisable as of 12/31/2024; expire 10/31/2033; vest 20% annually starting 10/31/2024 |
| Restricted stock | 29,955 unvested RS; vest 20% annually starting 10/31/2024 |
| Mark-to-market reference | RS market value $444,532 at 12/31/2024 close of $14.84 |
| Vesting Schedule (Derived from Plan Terms) | Dates | Shares |
|---|---|---|
| RS annual vesting (20% of 29,955) | Each 10/31 from 2024–2028 | 5,991 per year (calculated from ) |
| Option annual vesting (20% of 93,610) | Each 10/31 from 2024–2028 | 18,722 per year (calculated from ) |
Potential trading/pressure windows: Annual vesting on October 31 may increase sellable supply; insider trading policy applies, and hedging/pledging are restricted .
Employment Terms
| Agreement | Key Terms |
|---|---|
| Change-in-control (CIC) agreement | Two-year term for Mr. Migliozzi expiring 12/21/2026 unless extended; company is guarantor |
| CIC severance economics | If involuntary termination without cause or resignation for “good reason” within 24 months post‑CIC: cash severance equal to 2.0× (base salary + average bonus last 3 years) plus up to 18 months of health coverage or cash in lieu (COBRA cost) |
| 280G treatment | “Best net benefits” cutback to avoid excise tax if beneficial to executive |
| Deferred Compensation Plan | Bank may contribute ~10% of prior year salary+bonus; interest credited at 10‑yr Treasury benchmark; Mr. Migliozzi is fully vested; normal retirement age 70; payout over 10 years (or CIC separation within 6 months triggers lump sum within 30 days) |
| Confidentiality / non‑solicit | Separate Confidentiality and Non‑Solicitation Agreement in place (terms not detailed in proxy) |
| Section 16 compliance | Company notes no delinquent Section 16 filings for executives in 2024; one late Form 4 was for a director (not Mr. Migliozzi) |
Past Form 4 / Equity Grant Filings
- Form 4 filed Nov 1, 2023 for Mr. Migliozzi (company’s Section 16 portal lists this filing) and EDGAR index for Nov 1, 2023 filings .
Performance & Track Record Context
- ECB’s strategy explicitly emphasized loan portfolio growth (commercial real estate and multifamily) and hiring Mr. Migliozzi as CLO in January 2022 to enhance lending infrastructure and portfolio growth efforts .
- Annual incentive metrics align with credit and growth priorities (PPNR, net charge‑offs, efficiency, loan growth, strategic initiatives) with 2024 funding at 140% of target, indicating above-target performance on aggregate measures for that year .
Related Party / Governance Red Flags
- Anti‑hedging and anti‑pledging rules apply to executives; no Board‑approved pledging exceptions and clawback policy is in place .
- Related‑party transactions disclosed involve the CEO and a director; no transactions are attributed to Mr. Migliozzi in these disclosures .
Investment Implications
- Alignment and retention: Meaningful skin‑in‑the‑game via 104,486 beneficial shares (1.2% of class) including 29,955 unvested RS and 93,610 options vesting through 2028; anti‑hedging/pledging and a robust clawback policy improve alignment quality .
- Vesting cadence and liquidity: Annual October 31 vesting of both RS and options (5,991 RS and 18,722 options per year) can create episodic sellable supply; monitor trading windows and Form 4s around vest dates .
- Pay-for-performance linkage: 2024 AIP weighted to PPNR, credit, efficiency and loan growth—with 140% funding—suggests cash incentives are tied to core lending outcomes that fall squarely under the CLO’s remit .
- Change-in-control economics: Double‑trigger CIC severance at 2.0× (salary+avg bonus) plus benefits may mitigate unwanted turnover in a sale scenario, but also creates a modest departure incentive if a CIC occurs .
- Deferred comp and non‑solicit: Fully vested deferred comp lessens “golden handcuff” effect, but confidentiality/non‑solicit protections and CIC structure partially offset retention risk .
Supporting references to agreements and plans: CIC and non‑solicit agreements for Mr. Migliozzi are listed among exhibits; non‑qualified deferred compensation plan details are disclosed in the proxy and filings .