Eugene Magier
About Eugene M. Magier
Independent director of NorthEast Community Bancorp, Inc. since 2012; age 63 as of December 31, 2024. An attorney and President of the Law Offices of Eugene M. Magier, P.C. since 1994; licensed Massachusetts Real Estate Broker with residential and commercial portfolio experience; prior Legal Counsel at CVS Corporation. Serves on the Audit and Compensation Committees; attended 100% of board and committee meetings in 2024. Independent under Nasdaq and SEC rules; not a committee chair.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Law Offices of Eugene M. Magier, P.C. | President | 1994–present | Commercial real estate, acquisitions, workouts, contracts expertise relevant to lending focus |
| CVS Corporation | Legal Counsel | Prior to 1994 | Corporate legal experience adds transactional rigor |
| Massachusetts Real Estate Broker | Licensed broker; managed residential/commercial real estate | Ongoing | Practical real estate and asset management perspective |
External Roles
| Company/Organization | Role | Tenure | Notes |
|---|---|---|---|
| — | — | — | No other public company board roles disclosed in proxy filings |
Board Governance
- Committee assignments: Audit Committee member; Compensation Committee member; not a chair. Audit (5 meetings in FY2024), Compensation (4), Nominating (2).
- Independence: Board affirmed independence for all directors except the CEO (Kenneth A. Martinek), President/COO (Jose M. Collazo), and Chief Compliance Officer (Charles A. Martinek). Magier is independent.
- Attendance: No director attended fewer than 100% of board and applicable committee meetings in 2024. All directors attended the 2024 annual meeting.
- Board leadership: Combined Chair/CEO structure; independent directors meet in executive sessions per governance policy.
Fixed Compensation
| Component (FY2024) | Amount |
|---|---|
| Fees Earned or Paid in Cash | $59,050 |
| Stock Awards ($) | $0 |
| Option Awards ($) | $0 |
| All Other Compensation (dividends/interest on restricted stock) | $2,375 |
| Total | $61,425 |
Director fee schedule (structure):
- Bank board: $5,375 quarterly retainer; $1,525 per meeting attended. Company board: $1,000 quarterly retainer; $750 per meeting attended.
- Committee chairs/fees: Audit Chair $4,000 quarterly; Audit member $1,000 per meeting and $1,500 for annual audit scope meeting. Compensation and Nominating Chairs $1,250 quarterly; members $500 per meeting. Strategic planning meeting: $1,000 per day.
- Director plans: Deferred Compensation Plan (interest at prevailing 60‑month CD rate) and Outside Director Retirement Plan (benefit based on years of service and prior 12 months’ director fees; vesting 20% per year after Jan 1, 2006). All current non‑employee directors are participants.
Performance Compensation
| Element | Detail |
|---|---|
| Equity grants (2024) | No equity awards to non‑employee directors in 2024. |
| Stock-based deferral plan (2021) | Allowed one-time transfer of balances and deferral of future compensation into Company stock; applicable to eligible officers/directors. |
| Performance metrics tied to director pay | None disclosed; director compensation is retainer/meeting/committee-based. |
Other Directorships & Interlocks
- No other public company directorships disclosed for Magier.
- Related party transactions: No NECB loans to related parties at 12/31/2024; disclosed law firm engagement relates to director Joel Morgenthau’s firm, not Magier.
- Independence review noted an investment relationship involving director Kenneth H. Thomas’s entity (CDF); board concluded independence for all but named insiders; no Magier conflicts identified.
Expertise & Qualifications
- Commercial real estate attorney with specialization in acquisitions, workouts, and contracts; licensed Massachusetts real estate broker; prior corporate counsel experience (CVS). Board cites relevance to lending segments and construction financing focus.
Equity Ownership
| Ownership Metric (as of April 4, 2025) | Amount |
|---|---|
| Total beneficial shares owned | 32,101 (includes 3,546 held by spouse) |
| Options exercisable within 60 days | 7,240 |
| Unvested restricted stock included in ownership | 8,688 (voting, not investment power) |
| Ownership as % of shares outstanding | <1% (14,023,376 shares outstanding) |
| Pledged shares | None, unless otherwise indicated; proxy states none are pledged unless noted. |
Shareholder Voting Signal (2025 Director Election)
| Nominee (Three-Year Term) | For | Withheld | Broker Non-Votes |
|---|---|---|---|
| Charles M. Cirillo | 6,550,609 | 995,983 | 2,277,629 |
| Eugene M. Magier | 5,732,855 | 1,813,737 | 2,277,629 |
| Kenneth A. Martinek | 7,009,242 | 537,350 | 2,277,629 |
- Observation: Magier had the highest “withheld” votes among the three nominees, a modest governance signal worth monitoring for investor concerns or engagement topics.
Governance Assessment
- Independence and attendance: Strong—independent, 100% meeting attendance in 2024, and active committee service (Audit, Compensation).
- Skills fit: Legal and real estate expertise aligns with bank’s core lending focus; adds transactional and property risk insight to Audit/Compensation oversight.
- Compensation alignment: Modest cash-based director pay; no 2024 equity grants; participates in standard director retirement/deferred plans used across board, limiting misalignment risks.
- Ownership: Meaningful but sub‑1% holding; includes unvested RSUs and spouse holdings; no pledging flagged.
- Conflicts/related-party exposure: None disclosed for Magier; board’s related-party review did not identify issues for him; ongoing monitoring advisable given legal practice background.
- Shareholder sentiment: Elevated “withheld” votes vs peers in 2025 suggest targeted shareholder engagement may be prudent to address any concerns.
RED FLAGS to Monitor
- Relative withhold rate vs fellow nominees in 2025 election.
- Any future related party transactions involving his law practice or real estate interests (none disclosed to date).