Richard Wald
About Richard C. Wald
Independent director since 2020 (Class I; term ends at the 2026 Annual Meeting). Age 65. Vice Chairman and Chief Regulatory Officer at Emigrant Bank with deep mortgage banking, legal/regulatory, and compliance expertise; J.D. (Boston University School of Law) and B.A. (SUNY Stony Brook) . The Board has affirmatively determined he is independent under NYSE standards and company criteria .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Emigrant Bank | Vice Chairman; Chief Regulatory Officer | Vice Chairman since 2012; CRO since 2009 | Senior leadership over regulatory compliance in mortgage banking |
| Emigrant Mortgage Company; Emigrant Funding Corporation | Chairman & CEO (each) | Since 2011 | Oversight of mortgage/credit businesses |
| Fried, Frank, Harris, Shriver & Jacobson | Associate | 1986–1992 | Financial institutions legal practice |
| Federal Deposit Insurance Corporation (FDIC) | Honors Program Attorney | 1984–1986 | Bank regulation/enforcement |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Zicklin School of Business, Baruch College | Adjunct Professor of Law | Since 2013 | Academic governance/regulatory instruction |
Board Governance
- Committees: Chair, Nominating & Corporate Governance Committee; Member, Compensation Committee .
- Independence: Board is majority independent; Wald included among six independent directors .
- Attendance & meetings: Board met 10x in 2024; each director attended ≥75% of Board and committee meetings; all directors attended the 2024 AGM .
- Committee activity levels: 2024 meetings – Audit (8), Compensation (7), Nominating & Corporate Governance (4) .
- Leadership: Roles of Board Chair and CEO are separated; independent Chair (Laurie S. Goodman) leads executive sessions; independent directors meet in executive session at least four times per year .
- Overboarding: Policy limits service on other public company boards (≤4 for non-CEOs; audit members ≤2 additional audit committees) .
Fixed Compensation
Program design for Non‑Employee Directors (NEDs):
- Annual cash retainer $100,000; annual equity grant $150,000 (fully‑vested stock or RSUs) .
- Committee fees: Audit member $15,000; Compensation member $15,000; Nominating & Corporate Governance member $5,000; Chairs: Audit $35,000, Compensation $35,000, Nominating & Corporate Governance $20,000; additional $115,000 equity to the non‑executive Board Chair .
- Deferrals: NEDs may defer 50% or 100% of cash fees and elect stock vs. RSUs; deferred cash is converted to hypothetical stock units; RSUs settle after an initial five‑year deferral (option to extend) .
2024 Compensation – Richard C. Wald
| Item | Amount |
|---|---|
| Fees Earned or Paid in Cash | $120,000 (includes any fees he elected to defer) |
| Stock/RSU Awards (Grant Date Fair Value) | $150,000 |
| Total | $270,000 |
| 2024 RSU Grant Detail | 13,941 fully‑vested RSUs granted Jun 5, 2024 at $10.76/share (same as all NEDs); Board Chair received an additional 10,687 RSUs (not applicable to Wald) |
Deferred Compensation (NED Plan) – Wald
| As of | Fair Market Value of Deferred Amounts |
|---|---|
| Jan 1, 2024 | $419,996 |
| Dec 31, 2024 | $540,370 |
Performance Compensation
- Not applicable for directors: NED equity is granted as fully‑vested shares/RSUs; no performance‑conditioned awards or cash metrics for directors disclosed .
Other Directorships & Interlocks
- Other public company directorships: None disclosed in Wald’s biography .
- Compensation Committee interlocks (company‑level disclosure): None; no insider participation .
- Related‑party transactions: Company reports none involving directors/executives >$120,000 since the beginning of last fiscal year .
Expertise & Qualifications
- Mortgage banking leadership, legal/regulatory, and compliance expertise; senior roles spanning CRO and bank vice chair positions .
- Governance experience as committee chair; academic credentials (J.D., adjunct professor of law) .
Equity Ownership
Share ownership and alignment requirements:
- Director ownership guideline: 3x annual cash retainer ($100,000) to be met within five years; as of Apr 8, 2025, all current NEDs met the guideline except newly appointed director Christopher Small; Wald met the requirement .
- Pledging/hedging: The company’s Insider Trading Policy applies to directors; it prohibits hedging transactions. Policy text notes prohibitions on pledging for employees; no director pledging disclosed for Wald .
Ownership detail (as of Record Date; Apr 8, 2025)
| Metric | Wald |
|---|---|
| Common Stock Beneficially Owned (#) | 0 |
| Fully‑Vested RSUs Owned (#) | 62,415 |
| Total “Equivalent Shares” (Stock + RSUs) | 62,415 |
| % of Shares Outstanding | ~0.061% (62,415 / 102,652,862) |
Governance Assessment
- Independence and roles: Wald strengthens independent oversight as Nominating & Corporate Governance Chair and Compensation Committee member, aligning with best practices (separate Chair/CEO, independent Chair, regular executive sessions) .
- Engagement: Board and committees met frequently in 2024; all directors met attendance thresholds and attended the 2024 AGM, supporting board effectiveness and investor confidence .
- Alignment: Director pay is modest and equity‑based with optional deferral into stock units; Wald met stock ownership guidelines, indicating alignment with shareholders .
- Conflicts: Despite substantive roles at Emigrant Bank and related entities, the company reports no related‑party transactions and maintains a formal related‑party review/recusal policy, mitigating conflict risk .
- Shareholder signals: Strong say‑on‑pay approval (92.6% in 2024) indicates broad investor support for compensation governance and oversight by the board/committees on which Wald serves .
- Risk controls: Anti‑hedging policy, insider trading policy, and overboarding limits contribute to sound governance; no compensation committee interlocks reported .
Overall, Richard C. Wald’s regulatory and mortgage banking background, independent status, committee leadership, and ownership alignment support board effectiveness, with no disclosed related‑party or attendance red flags .