Maura E. Sullivan
About Maura E. Sullivan
Dr. Maura E. Sullivan is an independent director of ECB Bancorp, Inc., elected to a three-year term at the May 21, 2025 annual meeting; she is a practicing primary care pediatrician, President of Pediatrician, Inc. (Winchester, MA), active staff pediatrician at Winchester Hospital, and a Clinical Associate in Pediatrics at Massachusetts General Hospital; she holds American Board of Pediatrics certification and was age 60 as of December 31, 2024 . The Board has affirmed that, aside from the CEO (Richard J. O’Neil, Jr.) and Director Paul A. Delory, directors are independent under Nasdaq standards, indicating Dr. Sullivan’s independence as a non‑employee director .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Pediatrician, Inc. (Winchester, MA) | President; Primary Care Pediatrician | Ongoing (as of 2025) | Community relationships and local market credibility cited as value to ECBK board . |
| Winchester Hospital | Active Staff Pediatrician | Ongoing (as of 2025) | Clinical practice role; governance impact via healthcare network ties . |
| Massachusetts General Hospital | Clinical Associate in Pediatrics | Ongoing (as of 2025) | Clinical associate role; professional reputation cited . |
External Roles
| Organization | Role | Public/Private/Non‑profit | Committee Roles |
|---|---|---|---|
| Pediatrician, Inc. | President | Private medical practice | Not disclosed . |
| Winchester Hospital | Staff Pediatrician | Non‑profit hospital | Not disclosed . |
| Massachusetts General Hospital | Clinical Associate in Pediatrics | Non‑profit hospital/academic | Not disclosed . |
No other public company directorships or interlocks are disclosed for Dr. Sullivan .
Board Governance
- Election results signal strong investor support: Dr. Sullivan received 5,243,870 “FOR” votes with 54,553 “WITHHELD”; there were 1,815,410 broker non‑votes .
- Board leadership is separated: Dennis J. Leonard serves as independent Chairman; Richard J. O’Neil, Jr. is CEO, a structure adopted to enhance oversight and independence .
- Independence: only O’Neil (executive) and Delory (law firm fees) are deemed non‑independent; all other directors (including Dr. Sullivan) are independent under Nasdaq rules .
- Committees and 2024 activity: Audit (18 meetings), Compensation (5), Nominating & Corporate Governance (1); all committee members are independent under Nasdaq and SEC rules .
- Committee assignments: As of the proxy record date (March 27, 2025), Dr. Sullivan was a nominee and not listed on any committee; post‑election committee assignments are not disclosed in the proxy .
- Attendance: In 2024, no director attended fewer than 75% of Board and committee meetings; Board encourages annual meeting attendance and all directors except one attended the 2024 annual meeting .
Fixed Compensation
| Component | Amount/Structure | Notes |
|---|---|---|
| Annual cash retainer (non‑employee directors) | $50,000 | Chairman receives $80,000 . |
| Committee chair retainers | Audit: $12,000; Compensation: $10,000; Nominating & Corporate Governance: $3,000 | No additional meeting fees paid in 2024 . |
| Director Fee Continuation Plan (Deferred Fee Plan) | Normal retirement age 75; annual benefit for 10 years ($20,000 for most directors; $32,500 for Mr. Sachetta) | Vesting schedule tied to years of board service; change‑in‑control lump sum option . |
| Director Deferred Compensation Plan (elective deferrals) | Directors may defer up to 100% of fees; earnings indexed to highest CD rate offered by the Bank or hypothetical investments at the Bank’s discretion | Benefits paid lump sum or up to 3 annual installments; hardship distributions permitted . |
Dr. Sullivan was elected in 2025; her 2024 compensation is not applicable. The structure above reflects what non‑employee directors receive and may inform her 2025 compensation mix .
Performance Compensation
| Equity Plan Term | Detail | Vesting/Performance Link |
|---|---|---|
| 2023 Equity Incentive Plan | Allows grants of restricted stock, RSUs, non‑statutory and incentive stock options to employees and non‑employee directors | 2023 awards vest 20% per year over 5 years; time‑based; plan permits performance‑based vesting though specifics for director awards are not disclosed . |
No director‑specific performance metrics (e.g., TSR or ESG goals) are disclosed; equity awards under the plan can be structured as performance‑based, but 2023 grants were time‑vested .
Other Directorships & Interlocks
| Company | Role | Interlock/Conflict Potential |
|---|---|---|
| None disclosed | N/A | No public company boards or interlocks disclosed for Dr. Sullivan . |
Expertise & Qualifications
- Medical practice leader and physician in ECBK’s market area, with strong local reputation and relationships valuable for board oversight and community engagement .
- American Board of Pediatrics certification underscores professional rigor; board cited her business experience, contacts, and reputation as making her a valuable resource .
Equity Ownership
| Holder | Shares Owned (Direct/Indirect) | Unvested Restricted Stock | Options (Exercisable/Unexercisable) | % of Common Stock |
|---|---|---|---|---|
| Dr. Maura E. Sullivan | — | — | — | — |
As of March 27, 2025, Dr. Sullivan had no reported beneficial ownership; directors are subject to anti‑hedging and anti‑pledging policies, with the Board having granted no exceptions to pledging .
Anti‑Hedging/Clawback Policies (Alignment)
- Directors and executive officers are prohibited from hedging or engaging in derivative transactions on Company stock; pledging is generally prohibited, with any exception requiring Board approval and none approved to date .
- The Company maintains an incentive compensation recoupment/clawback policy compliant with Exchange Act Section 10D, SEC Rule 10D‑1, and Nasdaq Rule 5608; recoupment is required upon material restatement .
Governance Assessment
- Investor support: Extremely strong election mandate (≈99% of votes cast for Dr. Sullivan excluding broker non‑votes), supportive of independence and fresh perspective; signals investor confidence .
- Independence and oversight: Board structure separates Chair and CEO; committees are fully independent, meeting cadence suggests active oversight (Audit 18 meetings in 2024), which supports board effectiveness .
- Ownership alignment: Dr. Sullivan had no reported share ownership as of the record date; equity grants to non‑employee directors are permitted under the 2023 plan, but no grant to her is disclosed—short‑term alignment may be modest until equity is accumulated .
- Conflicts/related‑party exposure: No related‑party transactions disclosed involving Dr. Sullivan; however, notable RPTs involve CEO‑affiliated leases and legal services from the CEO’s brother and Director Delory’s firm—ongoing monitoring advisable for board conflict oversight .
- Attendance culture: 2024 attendance thresholds were met across the board; annual meeting attendance is emphasized—positive governance culture; Dr. Sullivan’s attendance data will be available in future filings .
RED FLAGS to monitor
- Related‑party arrangements with the CEO’s entity and a director’s law firm—while disclosed as ordinary course and compliant, continued scrutiny is warranted for independence optics .
- Lack of disclosed stock ownership for Dr. Sullivan at the time of record—which may dilute immediate pay‑for‑performance alignment until equity grants or open‑market purchases occur .
Director Compensation (Context for 2024)
| Director | Fees Earned/Paid in Cash (2024) | All Other Compensation | Total |
|---|---|---|---|
| Paul A. Delory | $50,000 | — | $50,000 |
| Elizabeth P. Jones | $53,000 | — | $53,000 |
| Dennis J. Leonard | $80,000 | — | $80,000 |
| Joseph Sachetta | $62,000 | — | $62,000 |
| Susan Sgroi | $60,000 | — | $60,000 |
| Marjorie A. White | $50,000 | — | $50,000 |
Dr. Sullivan was not a director in 2024; this table contextualizes director pay levels she may be eligible for in 2025 .
Other Notes
- Board’s Nominating & Corporate Governance framework emphasizes diversity of skills, integrity, independence, and local market ties; re‑nomination criteria include attendance and performance, which will govern Dr. Sullivan’s future evaluations .
- Executive sessions and succession planning are embedded in the Board’s corporate governance policy, indicating structured oversight practices .
- Section 16 compliance: No delinquent filings noted for Dr. Sullivan; one late Form 4 in 2024 attributed to Director Delory .