Paul A. Delory
About Paul A. Delory
Paul A. Delory, age 74, is a practicing attorney and the founder and principal of the Law Office of Paul A. Delory, specializing in residential and commercial real estate, business law, and land use planning; he has practiced for over 45 years and has served on the ECB Bancorp, Inc. board since 1997 . He is designated “not independent” due to fees paid by the Bank/Company to his law firm in connection with loan closings, a recurring related-party relationship that also affects his committee eligibility .
Past Roles
| Organization | Role | Tenure/Timing | Committees/Impact |
|---|---|---|---|
| Law Office of Paul A. Delory | Founder & Principal; practicing attorney (real estate, business law, land use) | >45 years in legal practice (bio as of 2024–2025) | Brings local market and legal expertise; community contacts |
External Roles
| Organization | Role | Tenure/Timing | Notes |
|---|---|---|---|
| — | — | — | No other public company directorships disclosed in the proxy materials . |
Board Governance
- Independence: Not independent due to ongoing professional fee payments to his law firm for Bank loan closings .
- Board/Committee structure and attendance:
- Company Board meetings: 12 (FY2024); “no director attended fewer than 75%” of Board and assigned committee meetings (company-wide disclosure) .
- Company Board meetings: 12 regular + 1 special (FY2023); “no director attended fewer than 75%” (company-wide disclosure) .
- Annual meeting attendance: All directors except one attended the 2024 annual meeting (individual not identified) .
| Year | Audit Committee | Compensation Committee | Nominating & Corporate Governance | Chair Roles | Independence Status |
|---|---|---|---|---|---|
| 2025 | Not listed as a member | Not listed as a member | Not listed as a member | None | Not independent (law firm fees) |
| 2024 | Not listed as a member | Not listed as a member | Not listed as a member | None | Not independent (law firm fees) |
| Committee Meeting Volume (for context) | 2023 | 2024 |
|---|---|---|
| Audit | 18 | 18 |
| Compensation | 9 | 5 |
| Nominating & Corporate Governance | 1 | 1 |
Governance policies relevant to alignment and risk:
- Anti-hedging/anti-pledging: Directors are prohibited from hedging and generally from pledging Company stock; Board has not approved any exceptions .
- Clawback: Company-maintained recoupment policy compliant with SEC/Nasdaq rules .
Fixed Compensation
| Year | Cash Retainer | Committee Chair Fees | Meeting Fees | Notes |
|---|---|---|---|---|
| 2024 | $50,000 (Delory) | $0 (not a chair) | $0 (no additional fees for Company board/committee attendance) | Chairman receives $80,000 (context) |
| 2023 | $50,000 (Delory) | $0 (not a chair) | $0 (no additional fees for Company board/committee attendance) | Chairman receives $80,000 (context) |
Performance Compensation
| Instrument | Grant Date | Quantity | Grant-Date Fair Value | Vesting Schedule | Status (as of Mar 27, 2025) |
|---|---|---|---|---|---|
| Restricted Stock (RSUs) | Sep 8, 2023 | 11,664 shares (per director) | $137,635 (Delory) | 20% per year over 5 years, starting Sep 8, 2024 | 9,331 RSUs unvested in beneficial ownership table |
| Stock Options | Sep 8, 2023 | 29,160 options (per director) | $138,218 (Delory) | 20% per year over 5 years, starting Sep 8, 2024 | Not broken out in 2025 ownership table; unvested options disclosed as of 12/31/2023 |
Notes:
- Director equity was granted in 2023 following plan approval; no new equity grants to directors are shown for 2024 (Delory’s 2024 compensation is cash-only) .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Other public company boards | None disclosed in proxy |
| Non-profit/academic/private boards | Not disclosed in proxy |
| Interlocks/conflicts | ECB uses Delory’s law firm for loan closings; see Related-Party Transactions below |
Expertise & Qualifications
- Legal practitioner with >45 years of experience in real estate, business law, and land use; extensive local market relationships .
- Long board tenure (director since 1997), providing institutional knowledge of the Bank and its market .
Equity Ownership
| Holder | Beneficial Ownership (Shares) | % of Outstanding | Unvested RSUs Included | Notes |
|---|---|---|---|---|
| Paul A. Delory | 29,803 | <1% (asterisk in table) | 9,331 | Company had 9,059,114 shares outstanding at Mar 27, 2025 (context) |
| Policy on pledging/hedging | — | — | — | Prohibited; no exceptions approved |
Related-Party Transactions (Conflict Risk)
| Counterparty | Nature | Amounts |
|---|---|---|
| Law Office of Paul A. Delory (Director Delory) | Legal services for loan closings and related matters | Total annual fees to Delory’s firm: $33,000 YTD 2025 (through proxy date), $162,000 in 2024, $182,000 in 2023; Company-paid portion: $3,000 (YTD 2025), $12,000 (2024), $9,000 (2023); balance paid by or reimbursed by borrowers |
| Independence impact | Board deems Delory not independent due to the fee relationship |
Additional context (related-party environment):
- Separate related-party leases with an entity owned by the CEO and his brother; and separate legal services from a firm owned by the CEO’s brother (amounts disclosed) . While not directly tied to Delory, these indicate a broader related-party environment around the Bank .
Insider Trades and Section 16 Compliance
| Date of Trade | Type | Disclosure | Notes |
|---|---|---|---|
| May 3, 2024; May 6, 2024 | Sale (numbers not disclosed in proxy) | Late Form 4 filed May 16, 2024 for these sales | Company reported one late Section 16 filing for Delory in 2024 |
Governance Assessment
-
Positives
- Extensive legal experience and deep community ties relevant to a community bank’s lending and real estate activities .
- Meets attendance threshold (company-wide statement that no director was below 75% in 2023–2024) .
- Anti-hedging/anti-pledging policy and clawback framework in place .
-
Concerns / Red Flags
- Not independent: Ongoing legal-fee relationship between Delory’s firm and the Bank; recurring related-party transactions (material amounts in 2023–2024) .
- Late Section 16 filing for sales in May 2024 (timely reporting discipline) .
- No committee roles: Not serving on Audit, Compensation, or Nominating & Corporate Governance committees, limiting direct oversight influence where independence is most critical .
-
Compensation and Alignment Signals
- 2024 compensation was cash-only ($50,000), versus 2023 that included both equity (RSUs and options) and cash—a shift toward lower at-risk pay for directors in 2024, though 2023 awards continue to vest over time and maintain alignment .
- Unvested equity remains a meaningful portion of his reported beneficial holdings (9,331 RSUs unvested as of Mar 27, 2025), supporting continued alignment with shareholders .
Overall implication for investors: Delory brings valuable local legal expertise and long institutional knowledge, but his non-independence and ongoing fee relationship represent a persistent governance conflict. These related-party dynamics, combined with a late Form 4 in 2024, may weigh on board independence optics and investor confidence, especially for investors emphasizing strict independence on key board committees and minimal related-party exposure .