John McKenzie
About John F. McKenzie
John F. McKenzie, age 81, is an independent director of NorthEast Community Bancorp, Inc. (NECB), serving since November 2006; he is a retired insurance executive who previously owned a multiline personal and commercial insurance agency in Orange, Connecticut until his retirement in early 2008 . He is currently a member of NECB’s Audit and Compensation Committees and attended 100% of board and applicable committee meetings in FY2024; all members of these committees are independent under Nasdaq standards . The board affirmed his independence (non-employee) and encourages director attendance at annual meetings; all directors attended the 2024 virtual annual meeting .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| McKenzie Insurance Agency (Orange, CT) | Owner (multiline personal & commercial insurance) | Until retirement in early 2008 | Provides strategic and operational perspective from small-business operations |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| None disclosed | — | — | No public-company directorships or committee roles disclosed in proxy |
Board Governance
| Item | Detail |
|---|---|
| Board class & term | Director continuing in office; term ending in 2026 |
| Independence | Independent; all Audit, Compensation, and Nominating Committee members are independent under Nasdaq and SEC rules |
| Committee memberships | Audit Committee (member); Compensation Committee (member); no chair roles |
| Committee meetings FY2024 | Audit: 5; Compensation: 4; Nominating/Corporate Governance: 2 |
| Attendance | No director attended fewer than 100% of board/committee meetings in FY2024 |
| Annual meeting attendance | All directors attended the 2024 virtual annual meeting |
Fixed Compensation
| Component (2024) | Amount ($) |
|---|---|
| Fees earned or paid in cash | 56,275 |
| All other compensation (dividends/interest on restricted stock) | 2,375 |
| Stock awards | — (none in 2024) |
| Option awards | — (none in 2024) |
| Total | 58,650 |
| Fee Schedule (Board/Committee) | Amount |
|---|---|
| NorthEast Community Bank (NECBank) quarterly retainer (non-employee director) | $5,375 per quarter |
| NECBank per-meeting fee | $1,525 per meeting |
| NECB holding company quarterly retainer | $1,000 per quarter |
| NECB per-meeting fee | $750 per meeting |
| Audit Committee Chair quarterly retainer | $4,000; members $1,000 per meeting; $1,500 for annual audit scope meeting |
| Compensation and Nominating/Governance Committee Chair quarterly retainer | $1,250; members $500 per meeting |
| Strategic planning session fee | $1,000 per day |
| Directors’ Deferred Compensation Plan | Elective deferrals of fees; interest credited at prevailing 60-month CD rate; distributions post-separation/change-in-control/emergency |
| Outside Director Retirement Plan | Benefit based on years of service and prior 12 months’ director fees; vesting 20% per year after 1/1/2006; pay over 120 months |
Performance Compensation
| Component | 2024 Status | Notes |
|---|---|---|
| Equity awards to non-employee directors | None granted in 2024 | Company disclosed no equity awards to non-employee directors in 2024 |
| Performance-linked director compensation metrics | Not disclosed | Director pay structured as retainers/meeting fees; no performance metric framework disclosed for director pay |
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards | None disclosed |
| Private/non-profit/academic boards | Not disclosed |
| Interlocks (competitors/suppliers/customers) | None disclosed for Mr. McKenzie; related-party section discloses transactions for another director’s law firm, not involving Mr. McKenzie |
Expertise & Qualifications
- Retired insurance executive; prior owner/operator experience enhances board’s understanding of risk, customer engagement, and operational execution .
- Long-standing board tenure since 2006 provides historical perspective on NECB’s strategy and governance .
- Independent director serving on Audit and Compensation Committees, aligning with oversight of financial reporting and pay practices .
Equity Ownership
| Metric | Amount |
|---|---|
| Shares owned (beneficial) | 37,641 (includes 3,900 held by spouse) |
| Percent of shares outstanding | <1% |
| Options exercisable within 60 days | 7,240 |
| Unvested restricted stock (voting but not investment power) | 8,688 |
| Pledged shares | None indicated (proxy notes none pledged unless otherwise stated) |
Insider Trades and Section 16 Compliance
| Item | Status |
|---|---|
| Section 16(a) reporting compliance for 2024 | Company believes all executive officers and directors complied with applicable reporting requirements |
Governance Assessment
- Board effectiveness and engagement: 100% attendance in FY2024 and active service on Audit and Compensation committees support effective oversight; committees and Mr. McKenzie are independent under Nasdaq rules .
- Alignment: Mr. McKenzie holds NECB equity (37,641 shares), unvested restricted stock (8,688), and exercisable options (7,240) with no pledging disclosed, indicating ownership alignment without collateral risks .
- Compensation structure: Director pay is primarily fixed cash (retainers, meeting fees) with modest “all other compensation” from dividends/interest on restricted stock; no performance-linked director metrics or 2024 equity grants were disclosed, limiting pay-for-performance signaling for directors .
- Conflicts and related-party exposure: Proxy discloses no related-party transactions involving Mr. McKenzie; bank had no loans to related parties at year-end 2024; a separate legal-services relationship pertains to another director’s firm, with board policies governing related-person transactions .
RED FLAGS: None specific to Mr. McKenzie disclosed (no pledging, no related-party transactions, full meeting attendance) . Potential investor consideration: long tenure (since 2006) and advanced age (81) may prompt routine board refresh discussions, balanced against continuity benefits .