Charles Cirillo
About Charles M. Cirillo
Charles M. Cirillo, age 59, is a certified public accountant and partner at Cirillo & Cirillo, Certified Public Accountants PLLC; he has served as a director of NorthEast Community Bancorp since 2018 and is designated by the board as an “audit committee financial expert.” He is independent under Nasdaq rules and maintained 100% attendance in 2024 across board and committee meetings.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Cirillo & Cirillo, Certified Public Accountants PLLC | Partner; Certified Public Accountant | Not disclosed | Provides financial and accounting expertise to NECB’s board |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| — | — | — | No other public company directorships disclosed for Cirillo |
Board Governance
- Committee assignments and roles:
- Audit Committee Chair; member of Nominating/Corporate Governance Committee; not on Compensation Committee .
- Designated “audit committee financial expert” and independent; Audit Committee acts under a written charter .
- Independence and attendance:
- Board affirmed independence for all directors except specified executives; Cirillo is independent .
- No director attended fewer than 100% of board and applicable committee meetings in 2024; all directors attended the 2024 annual meeting .
- Meeting cadence (2024):
- NECB Board: 7 regular meetings; Bank Board: 12 regular meetings; one joint meeting; Audit (5), Compensation (4), Nominating/Corporate Governance (2) .
- Board leadership:
- Combined Chair/CEO structure (Kenneth A. Martinek) with independent committees and periodic executive sessions of independent directors per governance policy .
Fixed Compensation
| Component | 2024 Detail | Charles M. Cirillo Amount |
|---|---|---|
| NECB Board retainer (quarterly) | $1,000 per quarter | Component of “Fees Earned” |
| NECB Board meeting fee | $750 per meeting attended | Component of “Fees Earned” |
| Bank Board retainer (quarterly) | $5,375 per quarter | Component of “Fees Earned” |
| Bank Board meeting fee | $1,525 per meeting attended | Component of “Fees Earned” |
| Audit Committee Chair retainer (quarterly) | $4,000 | Component of “Fees Earned” |
| Audit Committee member fee | $1,000 per meeting; $1,500 for annual audit scope meeting | Component of “Fees Earned” |
| Compensation/Nominating Chair retainer (quarterly) | $1,250 | Not applicable to Cirillo (not chair) |
| Compensation/Nominating member fee | $500 per meeting | Component of “Fees Earned” |
| Strategic planning session fee | $1,000 per day | As applicable |
| Director Compensation (2024) | Cash Fees | Stock Awards | Option Awards | All Other Compensation | Total |
|---|---|---|---|---|---|
| Charles M. Cirillo | $73,050 | — | — | $2,375 (dividends/interest on restricted stock) | $75,425 |
- Directors’ Deferred Compensation Plan available; interest credited annually at prevailing 60‑month CD rate; distributions post‑service/change in control/emergency as elected .
- Outside Director Retirement Plan: benefit based on years of service and prior 12 months’ director fees; vesting 20% per year since Jan 1, 2006; monthly payments over 120 months; change‑in‑control lump‑sum actuarial equivalent; forfeiture for cause .
Performance Compensation
| Equity Grants to Directors | 2024 Status | Notes |
|---|---|---|
| Non‑employee director equity grants | None granted in 2024 | Stock‑based deferral plan exists (participants could defer into stock) |
- Performance metrics tied to director pay: none disclosed; director compensation comprised of fixed cash fees, committee retainers, and plan-based retirement/deferral features; no performance-linked payout framework disclosed for directors .
Other Directorships & Interlocks
| Person | External Board/Role | Interlock/Transaction | Notes |
|---|---|---|---|
| Charles M. Cirillo | Not disclosed | None disclosed | No related-party transactions involving Cirillo disclosed; Audit Committee reviews related-person transactions under written policy |
Expertise & Qualifications
- CPA and accounting firm partner, providing financial/accounting expertise to the board .
- Audit Committee Financial Expert designation under SEC rules; independent .
- Governance competencies include risk oversight via Audit Committee; Nominating/Corporate Governance Committee engagement on ESG oversight and board independence .
Equity Ownership
| Holder | Shares Owned | Options Exercisable within 60 Days | Unvested Restricted Shares | % of Outstanding | Pledged? |
|---|---|---|---|---|---|
| Charles M. Cirillo | 21,597 | 14,480 | 8,688 (voting but not investment power) | <1% | None pledged unless otherwise indicated; table states none pledged unless noted |
- Stock-based deferral plan (2021) permitted directors to transfer balances and/or defer future fees into NECB common stock during second-step conversion; ongoing deferrals into company stock permitted per plan terms .
Governance Assessment
- Positives:
- Audit Committee Chair, SEC-defined financial expert, and independent—supports robust financial oversight .
- 100% attendance across board/committees in 2024 and annual meeting attendance—high engagement .
- Meaningful ownership (shares, options, unvested RSUs) with no pledged shares disclosed—alignment with shareholders .
- Clear related-party transaction policy; no loans to related parties at year-end 2024; no Cirillo-specific related transactions disclosed .
- Watch items / potential red flags:
- Combined Chair/CEO structure may concentrate authority; mitigated by independent committees and governance policy calling for executive sessions of independent directors .
- Outside Director Retirement Plan and cash-heavy fee structure could modestly increase entrenchment risk relative to pure equity alignment; evaluate balance over time (plan provides vested retirement benefits and change‑in‑control lump sums) .
- Stockholder voting agreement with Stilwell Group through August 27, 2025 could affect board election dynamics during the effective period; monitor for post‑agreement shareholder engagement and board refresh processes .
Overall, Cirillo’s profile (CPA, audit chair, financial expert) and full attendance support board effectiveness in oversight of financial reporting and risk; compensation and ownership are straightforward with limited conflicts disclosed. Continued attention to board leadership structure and the legacy director retirement program is warranted for optimal alignment.