Charles Martinek
About Charles Martinek
Charles A. Martinek is Senior Vice President and Chief Compliance Officer of NorthEast Community Bank and a long‑tenured director of NorthEast Community Bancorp; he has served on the board since 2002 and was 64 years old as of December 31, 2024 . He is not independent under Nasdaq standards due to his executive role at the Bank and is the brother of CEO/Chairman Kenneth A. Martinek . His attendance was strong—no director attended fewer than 100% of board and committee meetings in FY 2024 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| NorthEast Community Bank | Senior Vice President & Chief Compliance Officer | Since Sep 2013 | Compliance leadership supporting board oversight |
| NorthEast Community Bank | Internal Loan Review & Community Reinvestment Officer | Since May 2007 | CRA and loan review expertise |
| NorthEast Community Bank | Commercial Loan Officer; Assistant Vice President | Since 2001; AVP since 2002 | Commercial lending experience |
| C. Cowles & Co. | Quality Control Analyst | Prior to NE Community Bank | Analytical background |
External Roles
| Organization | Role | Tenure/Notes |
|---|---|---|
| Martinek Investment Properties, LLC | Owner | Disclosed as outside business interest |
Board Governance
- Independence status: Not independent (employee director) .
- Family interlock: Brother of CEO/Chairman Kenneth A. Martinek (potential conflict signal) .
- Board meetings: NECB board held 7 regular meetings in FY 2024; Bank board held 12; no director attended less than 100% of their meetings .
- Annual meeting attendance: All directors attended the 2024 annual meeting .
| Governance Item | Detail |
|---|---|
| Audit Committee | Not listed as a member (committee members: Cirillo, Magier, McKenzie; Cirillo Chair) |
| Compensation Committee | Not listed as a member (members: Cavanaugh Chair, Magier, McKenzie) |
| Nominating/Corporate Governance Committee | Not listed as a member (members: Cavanaugh, Cirillo, Thomas Chair) |
| Director Since | 2002 |
| Independence | Not independent |
| Attendance | 100% of board/committee meetings in FY 2024 |
Fixed Compensation
- As an employee director, he is not included in the non‑employee “Director Compensation” fee table, which covers only non‑employee directors . NECB’s disclosed director cash fee schedule (for non‑employee directors) is below.
| Fee Component | Amount |
|---|---|
| Bank board quarterly retainer (non‑employee) | $5,375 |
| Bank board per meeting (non‑employee) | $1,525 |
| Holding company board quarterly retainer (non‑employee) | $1,000 |
| Holding company board per meeting (non‑employee) | $750 |
| Audit Chair quarterly retainer | $4,000 |
| Audit Committee member per meeting | $1,000; $1,500 audit scope meeting |
| Compensation Chair quarterly retainer | $1,250; members $500 per meeting |
| Nominating/Governance Chair quarterly retainer | $1,250; members $500 per meeting |
| Strategic planning meeting fee | $1,000 per day |
Note: This fee schedule applies to non‑employee directors; Charles A. Martinek is an employee director (SVP & CCO) .
Performance Compensation
- Company practice: No equity awards were made to non‑employee directors in 2024; equity awards for executives and employees are under the 2022 Equity Incentive Plan, which typically vests in five equal annual installments commencing 11/17/2023, subject to continued service .
- Charles A. Martinek holds unvested restricted stock and options; the year‑over‑year change in unvested restricted shares is consistent with annual vesting cadence.
| Metric | 2024 (as of Apr 4, 2024) | 2025 (as of Apr 4, 2025) |
|---|---|---|
| Unvested restricted stock (shares) | 6,400 | 4,800 |
| Options exercisable within 60 days (shares) | — | 8,000 |
| Plan vesting framework (typical for 2022 EIP) | Five equal annual tranches starting 11/17/2023 | Five equal annual tranches starting 11/17/2023 |
Other Directorships & Interlocks
| Category | Entity | Nature |
|---|---|---|
| Family interlock | Kenneth A. Martinek | Brother; CEO/Chairman of NECB/Bank; not independent |
| Public company boards | — | None disclosed for Charles A. Martinek |
| Private/other boards | Martinek Investment Properties, LLC | Owner |
Expertise & Qualifications
- Compliance and risk: Senior Compliance Officer experience and prior roles in internal loan review and CRA indicate strong regulatory and compliance expertise .
- Credit and operations: Commercial lending and quality control background provide operational understanding of core banking activities .
Equity Ownership
| Item | 2024 (as of Apr 4, 2024) | 2025 (as of Apr 4, 2025) |
|---|---|---|
| Total shares owned | 30,484 | 30,219 |
| Ownership % of outstanding | <1% (“*”) | <1% (“*”) |
| ESOP shares | 17,538 | 18,811 |
| 401(k) Plan shares | 6,337 | 6,533 |
| Unvested restricted stock | 6,400 | 4,800 |
| Options exercisable within 60 days | — | 8,000 |
| Shares pledged | None indicated (“Unless otherwise indicated, none of the shares listed are pledged”) |
Governance Assessment
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Strengths:
- 100% attendance and long tenure add continuity and institutional knowledge .
- Deep compliance and CRA background supports regulatory oversight at a construction‑lending‑focused bank .
-
Concerns/RED FLAGS:
- Not independent and is the CEO’s brother, creating potential conflicts and perceived entrenchment risk; he is also not on any independent board committees, limiting direct influence over compensation, audit, or governance processes .
- Outside business interest (Martinek Investment Properties, LLC) should be monitored for related‑party exposure, though no transactions involving him are disclosed; NECB reports no loans to related parties at year‑end and applies a rigorous related‑party policy .
-
Compensation alignment:
- As an employee director, he is not paid standard non‑employee director fees; his equity holdings (unvested RSUs and options) indicate alignment via ownership, with unvested shares declining consistent with scheduled vesting under the 2022 plan .
-
Related‑party controls:
- NECB’s policy requires Audit Committee approval for related‑party transactions and the bank reports no related‑party loans outstanding; 2024 “other transactions” disclosure relates to another director’s affiliated law firm, not Charles A. Martinek .