Joel Morgenthau
About Joel L. Morgenthau
Joel L. Morgenthau is an independent director of NorthEast Community Bancorp, Inc. and a partner at the law firm Morritt, Hock & Hamroff LLP. He joined the NECB board in October 2024, is age 79, and brings legal and construction financing expertise relevant to NECB’s core lending focus .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Morritt, Hock & Hamroff LLP | Partner | Not disclosed | Provides construction loan closing expertise aligned with NECB’s primary lending focus |
External Roles
| Organization | Role | Public/Private | Notes |
|---|---|---|---|
| — | — | — | No other public company directorships disclosed in the 2025 proxy |
Board Governance
- Independence: Classified as independent (board determined all directors except K.A. Martinek, J. Collazo, C.A. Martinek are independent) .
- Committee assignments: No Audit, Compensation, or Nominating/Corporate Governance assignments disclosed for Morgenthau as of April 4, 2025 (committee roster lists other members only) .
- Attendance: “No director attended fewer than 100%” of board and applicable committee meetings in 2024; NECB (holdco) held 7 regular meetings, the bank board held 12; one joint meeting was held .
- Annual meeting engagement: All directors serving at the time attended the 2024 annual meeting (virtual) .
- Board structure context: Committee chairs — Audit: Charles M. Cirillo; Compensation: Diane B. Cavanaugh; Nominating/Corporate Governance: Kenneth H. Thomas .
Fixed Compensation (Director)
| Component | Amount/Terms | Source |
|---|---|---|
| NECB Bank quarterly retainer (non-employee directors) | $5,375 per quarter | |
| NECB Holdco quarterly retainer | $1,000 per quarter | |
| Per-meeting fees (Bank) | $1,525 per meeting attended | |
| Per-meeting fees (Holdco) | $750 per meeting attended | |
| Committee Chair retainers (Holdco) | Audit Chair $4,000/quarter; Comp & Nominating Chairs $1,250/quarter | |
| Committee member meeting fees | Audit member $1,000/meeting (+$1,500 annual audit scope mtg); Comp/Nom member $500/meeting | |
| Strategic planning day fee | $1,000 per day | |
| 2024 total compensation to J.L. Morgenthau | $11,700 (cash; no stock or option awards; no other comp) | |
| Equity grants to non-employee directors in 2024 | None |
Performance Compensation (Director)
| Element | 2024 Status | Notes |
|---|---|---|
| Annual equity grants (RSUs/PSUs/Options) | None | Company states no equity awards to non-employee directors in 2024 |
| Deferred/retirement programs | Directors’ Deferred Compensation Plan; Outside Director Retirement Plan in place | Deferral credits at 60‑month CD rate; retirement plan pays benefit based on years of service and prior-year fees; vesting and change-in-control provisions disclosed |
No director performance metrics (e.g., TSR, ROE) are used for director pay; director comp is primarily retainers/meeting fees and programmatic deferral/retirement benefits .
Other Directorships & Interlocks
| Type | Entity | Nature | Details |
|---|---|---|---|
| Related-party professional services | Morritt, Hock & Hamroff LLP | Law firm where Morgenthau is a partner provides construction loan closing services to NECB borrowers; also provided legal services to NECB | 2024: Borrowers paid $592,233 directly to the firm; NECB paid $63,474 to the firm |
| Public company directorships | — | — | None disclosed in proxy biographies/roster |
Expertise & Qualifications
- Construction financing expertise aligned with NECB’s primary lending focus; practicing attorney with market/domain familiarity .
- Independent director; complements board’s legal/financial oversight mix (committees staffed by independent directors) .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | Unvested RS | Options Exercisable (60 days) | Pledged Shares |
|---|---|---|---|---|---|
| Joel L. Morgenthau | 2,000 | <1% | 0 | 0 | 0 |
| Notes | — | Asterisk in proxy denotes “less than 1%” | Not listed among directors with unvested RS in note (2) | Blank/zero in options column for Morgenthau | “Unless otherwise indicated, none of the shares listed are pledged” |
Sources: share table and footnotes .
- Section 16(a): Company believes each director complied with SEC beneficial ownership reporting requirements for 2024 .
Governance Assessment
-
Strengths
- Independent director with 100% meeting attendance in 2024 and relevant construction financing legal expertise; attended the 2024 annual meeting .
- No pledging; modest direct ownership reduces hedging/pledging risk concerns .
-
Risks and potential red flags
- RED FLAG — Related-party exposure: Morgenthau’s law firm received material payments connected to NECB’s lending activity ($592,233 borrower-paid; $63,474 paid by NECB in 2024), creating perceived conflict risk. While NECB maintains a related-person transaction policy and Audit Committee oversight, the ongoing nature and magnitude warrant investor attention to process rigor (competitive terms, approvals, recusal) .
- Alignment: Limited equity-based director compensation in 2024 (no director equity grants), and relatively small personal holdings (2,000 shares) suggest modest “skin in the game” versus peers who emphasize equity retainer structures .
- Influence: No committee assignments as of April 4, 2025, which may limit governance leverage in audit/compensation/nominating matters during early tenure .
-
Mitigants and context
- Committees chaired by independent directors with defined charters; Audit Committee designated financial expert (Cirillo) supports oversight quality .
- Formal related-person transaction policy with Audit Committee review criteria (arm’s-length terms, conflict assessment) .
- Board staggered structure and active meeting cadence (7 holdco, 12 bank, 1 joint in 2024) support continuity and oversight .
Appendix: Committee Structure (for context)
- Audit Committee: Chair — Charles M. Cirillo; Members — Cirillo, Eugene M. Magier, John F. McKenzie; 5 meetings in 2024 .
- Compensation Committee: Chair — Diane B. Cavanaugh; Members — Cavanaugh, Eugene M. Magier, John F. McKenzie; 4 meetings in 2024 .
- Nominating/Corporate Governance Committee: Chair — Kenneth H. Thomas; Members — Diane B. Cavanaugh, Charles M. Cirillo, Kenneth H. Thomas; 2 meetings in 2024 .