Diane Cavanaugh
About Diane B. Cavanaugh
Diane B. Cavanaugh is an independent director of NorthEast Community Bancorp (NECB). She has served as a Principal Appellate Court Attorney for the First Judicial Department of the Appellate Division of the New York State Supreme Court since February 2019 and previously was an attorney with Lyons McGovern, LLP from January 2010 to January 2019. She is age 68 and has served on the NECB/Bank board since 1992, bringing deep legal expertise; the Board affirms her independence (all directors are independent except the CEO, President/COO, and the Chief Compliance Officer) and she had 100% attendance in 2024.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Lyons McGovern, LLP | Attorney | Jan 2010 – Jan 2019 | — |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| First Judicial Department, Appellate Division, NY State Supreme Court | Principal Appellate Court Attorney | Feb 2019 – Present | Judicial staff attorney role, not a board directorship |
Board Governance
- Committee assignments and leadership:
- Compensation Committee: Chair; 2024 meetings held: 4
- Nominating/Corporate Governance Committee: Member; 2024 meetings held: 2
- Audit Committee: Not a member; 2024 meetings held: 5
- Board and committee attendance: No director (including Cavanaugh) attended fewer than 100% of the Board and committee meetings in 2024
- Independence: Independent under Nasdaq/SEC rules (Board identified only three non-independent executives; Cavanaugh not among them)
| Committee | Role | 2024 Meetings | Independence |
|---|---|---|---|
| Compensation | Chair | 4 | Independent |
| Nominating/Corporate Governance | Member | 2 | Independent |
| Audit | Not a member | 5 | — |
Fixed Compensation
- Director fee schedule (structure):
- Bank Board: $5,375 quarterly retainer; $1,525 per meeting attended
- Company (Holding Co.) Board: $1,000 quarterly retainer; $750 per meeting attended
- Committee fees: Compensation and Nominating Chairs $1,250 quarterly; committee members $500 per meeting; Audit Chair $4,000 quarterly; Audit members $1,000 per meeting; $1,500 annual audit scope meeting fee
- Strategic planning meeting: $1,000 per day
- Deferred Compensation Plan for directors: elective deferral of fees; credited interest at prevailing 60‑month CD rate
- Outside Director Retirement Plan: supplemental retirement benefit based on years of service and prior 12 months’ fees (0% <10 years; 50% for 10–<15; 75% for 15–<20; 100% for ≥20; generally paid over 120 months)
| Component | Amount/Terms |
|---|---|
| Bank Board quarterly retainer | $5,375 |
| Bank Board per-meeting fee | $1,525 |
| Company Board quarterly retainer | $1,000 |
| Company Board per-meeting fee | $750 |
| Compensation/Nominating Chair retainer | $1,250 quarterly |
| Committee member per-meeting fee | $500 |
| Audit Committee Chair retainer | $4,000 quarterly |
| Audit Committee member per-meeting fee | $1,000 |
| Audit annual scope meeting fee | $1,500 |
| Strategic planning meeting | $1,000 per day |
| Directors’ Deferred Comp Plan | Elective; interest at 60‑month CD rate |
| Outside Director Retirement Plan | Service/fee-based monthly benefit over 120 months |
- 2024 director compensation (individual): | Metric | 2024 | |---|---| | Fees Earned or Paid in Cash | $59,550 | | Stock Awards ($) | — | | Option Awards ($) | — | | All Other Compensation | $2,374 (dividends/interest on restricted stock awards) | | Total | $61,924 |
Performance Compensation
| Program / Metric | 2024 Status |
|---|---|
| Equity grants to non-employee directors | None granted in 2024 |
| Performance metrics tied to director pay | Not applicable; director pay is retainers/meeting fees (see Director Compensation table) |
Note: The Compensation Committee retained an independent compensation consultant for 2024 executive incentive plan design, indicating standard governance practice by the committee chaired by Cavanaugh (context for committee process quality).
Other Directorships & Interlocks
- Other current public company directorships for Cavanaugh: None disclosed in NECB’s 2025 proxy director biography
- Interlocks/related board ties: None disclosed for Cavanaugh; the Board’s independence review affirmed independence for all directors except the three executives noted
- Related-party transactions: No loans to related parties; 2024 related-party legal services involved another director’s law firm (Joel Morgenthau), not Cavanaugh
| Company | Role | Committee Roles | Notes |
|---|---|---|---|
| None disclosed | — | — | No other public company boards disclosed in NECB proxy |
Expertise & Qualifications
- Legal expertise: Decades practicing law in New York; Principal Appellate Court Attorney since 2019; provides legal knowledge to assess issues facing NECB/Bank
- Governance expertise: Chair of the Compensation Committee; member of Nominating/Corporate Governance Committee
- Tenure and institutional knowledge: Director since 1992 (deep familiarity with NECB/Bank)
Equity Ownership
| Metric (as of April 4, 2025) | Amount |
|---|---|
| Shares beneficially owned | 13,400 |
| of which: unvested restricted stock | 8,688 (voting but not investment power) |
| Options exercisable within 60 days | 14,480 |
| Ownership as % of shares outstanding | <1% |
| Shares pledged as collateral | None indicated (“Unless otherwise indicated, none of the shares listed are pledged”) |
Governance Assessment
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Board effectiveness and engagement: Cavanaugh chaired the Compensation Committee and served on Nominating/Corporate Governance, with 100% attendance in 2024—supportive of active oversight.
-
Independence and conflicts: Board affirmed independence (excluding three executives); no related-party transactions or loans involving Cavanaugh disclosed; no pledging of shares indicated.
-
Director pay structure: Cash-heavy retainer/meeting fee model; no equity grants to non-employee directors in 2024; directors may defer fees and participate in an Outside Director Retirement Plan, which ties benefits to service length and prior fees.
-
RED FLAGS
- None observed specific to Cavanaugh in NECB filings: no related-party transactions, no pledging, and full attendance reported.