Kenneth Thomas
About Kenneth H. Thomas
Kenneth H. Thomas is an independent director of NorthEast Community Bancorp, Inc. (NECB), serving since 2001. He is an independent bank analyst and consultant since 1969, President of K. H. Thomas Associates, LLC since 1975, CEO of Community Development Fund Advisors, LLC, and a registered investment advisor; he holds a Ph.D. in Finance from the Wharton School and has written extensively on the Community Reinvestment Act of 1977. Age 77 (as of December 31, 2024); tenure ~24 years in 2025; core credentials include deep banking industry expertise, CRA, branching and community reinvestment matters .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| K. H. Thomas Associates, LLC | President | Since 1975 | Independent banking analysis; industry insights |
| Community Development Fund Advisors, LLC | Chief Executive Officer | Ongoing | Manages CDF; CRA-related investment expertise |
| Independent bank analyst/consultant | Analyst/Consultant | Since 1969 | CRA, branching, community reinvestment expertise |
| Registered Investment Advisor | RIA | Ongoing | Investment oversight experience |
External Roles
| Organization | Type | Role | Notes |
|---|---|---|---|
| Community Development Fund Advisors, LLC | Private/Advisory | CEO | Manages The Community Development Fund (CDF) |
| K. H. Thomas Associates, LLC | Private/Consulting | President | Independent bank consulting |
| Other public company boards | Public | — | None disclosed |
Board Governance
| Item | Detail |
|---|---|
| Board independence | All directors independent except K.A. Martinek (CEO/Chairman), J. Collazo (President/COO), and C.A. Martinek (SVP/CCO). Thomas is independent . |
| Committee assignments | Nominating/Corporate Governance Committee (Chair); not on Audit or Compensation . |
| Committee meeting counts (FY2024) | Audit: 5; Compensation: 4; Nominating/Corporate Governance: 2 . |
| Attendance | No director attended fewer than 100% of board and applicable committee meetings in FY2024 . |
| Annual meeting attendance | All directors attended the 2024 virtual annual meeting . |
| Director nomination standards | Bylaws include age limitation, stock ownership requirement, and independence criteria; committee reviews attendance/performance, skills, independence before re-nomination . |
Fixed Compensation
| Year | Fees Earned or Paid in Cash | All Other Compensation | Total |
|---|---|---|---|
| 2024 | $50,300 | $889 (dividends/interest on restricted stock) | $51,189 |
| 2025 | $51,550 | $2,375 (dividends/interest on restricted stock) | $59,925 |
| Fee Component | 2024 | 2025 |
|---|---|---|
| Bank board quarterly retainer | $4,125 | $5,375 |
| Bank board meeting fee | $1,525 per meeting | $1,525 per meeting |
| Company board quarterly retainer | $750 | $1,000 |
| Company board meeting fee | $750 per meeting | $750 per meeting |
| Nominating/Comp Chair retainer | $1,250 quarterly (Chair) | $1,250 quarterly (Chair) |
| Audit Chair retainer | $4,000 quarterly | $4,000 quarterly |
| Committee meeting fees | $500 (Comp/Nom members); $1,000 (Audit member); +$1,500 Audit annual scope meeting | Same |
| Strategic planning meeting | $1,000 per day | $1,000 per day |
| Directors’ Deferred Compensation Plan | Available; interest credited at prevailing 60‑month CD rate; distributions post‑separation/COC/emergency | Available; terms consistent |
| Outside Director Retirement Plan | All current non‑employee directors participants (benefit based on service years and prior fees) | Plan maintained |
Performance Compensation
| Year | Stock Awards ($) | Option Awards ($) | Nonqualified Deferred Compensation Earnings |
|---|---|---|---|
| 2024 | — (no grant for Thomas) | — | — |
| 2025 | — | — | — |
- Performance metrics tied to director compensation: Not disclosed/applicable for non-employee directors; equity grants to directors were minimal and none for Thomas in 2024–2025 .
Other Directorships & Interlocks
| Entity | Relationship | Potential Interlock/Exposure | Board Determination |
|---|---|---|---|
| The Community Development Fund (CDF) | NECB previously invested in CDF securities; CDF managed by Community Development Fund Advisors, LLC where Thomas is CEO | Related-party exposure potential | Board reviewed CDF investment and affirmatively determined Thomas is independent under Nasdaq/SEC rules |
Expertise & Qualifications
- Ph.D. in Finance (Wharton); extensive publications on CRA; >50 years as independent bank analyst .
- Provides essential industry experience on branching and Community Reinvestment matters to the board .
- Registered investment advisor; leadership roles in financial advisory entities .
Equity Ownership
| Date (Record) | Shares Owned | Unvested Restricted Shares Included | Shares Acquirable via Options (≤60 days) | Ownership % of Outstanding | Trust/Spouse Holdings | Pledged Shares |
|---|---|---|---|---|---|---|
| April 4, 2024 | Included in director table; Thomas: total beneficial ownership reflects 11,584 unvested restricted shares; trust: 11,584; spouse: 495 | 11,584 | Not separately shown for 2024 Thomas in excerpt | Less than 1% (based on 14,065,796 shares outstanding) | Trust: 11,584; Spouse: 495 | “Unless otherwise indicated, none of the shares listed are pledged” (no indication of pledging for Thomas) |
| April 4, 2025 | 50,000 | 8,688 | 14,480 | Less than 1% (based on 14,023,376 shares outstanding) | Trust: 11,520; Spouse: 495 | “Unless otherwise indicated, none of the shares listed are pledged” (no indication of pledging for Thomas) |
- Section 16(a) compliance: Company believes executives and directors complied with reporting requirements for transactions in 2023 .
Governance Assessment
- Independence and committee leadership: Thomas is independent and chairs the Nominating/Corporate Governance Committee; strong attendance (100%) across board/committee meetings in FY2024 supports engagement and effectiveness .
- Ownership alignment: Holds 50,000 shares with additional 14,480 options exercisable within 60 days and unvested restricted stock (8,688 in 2025), indicating equity alignment; no shares pledged (positive) .
- Compensation structure: Purely cash-based director compensation in 2024–2025 for Thomas, with modest “all other compensation” from dividends/interest on restricted stock; no stock or option grants to Thomas over this period (reduces performance-linked incentives but aligns with typical community bank director pay) .
- Potential conflict: NECB’s prior investment in CDF managed by an entity where Thomas is CEO represents a related-party exposure; the Board conducted a review and affirmatively determined independence under Nasdaq/SEC rules—mitigates but does not eliminate perceived conflict risk. Ongoing monitoring of any transactions with CDF advisable for investors .
- Stock ownership guidelines: Bylaws include a stock ownership requirement for directors (details not quantified in proxy); Thomas meets independence and attendance thresholds used for re-nomination .
RED FLAGS
- Prior investment in CDF (managed by Thomas’s firm) is a potential related-party conflict; while mitigated by Board review and independence determination, investors should track any future dealings with CDF .
Positive Signals
- 100% attendance and Annual Meeting participation indicate high engagement .
- No pledging of shares (alignment-friendly) .
- Chair of Nominating/Corporate Governance Committee (oversight of governance, ESG) .
- Stable, modest director cash compensation with transparent fee structure .