Linda Swan
About Linda M. Swan
Independent director of NorthEast Community Bancorp, Inc. (NECB). Previously served on the NorthEast Community Bank board from 1991–2015 and returned as a director in 2022; age 76 as of December 31, 2024. Earlier career included service with a U.S. bank regulatory agency. Her long institutional history and regulatory experience are cited by the board as core credentials supporting oversight on regulatory matters.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| NorthEast Community Bank | Director | 1991–2015 | Longstanding governance continuity; regulatory insight cited by the board |
| U.S. bank regulatory agency (unspecified) | Regulator/official (not specified) | Not disclosed | Regulatory experience cited as key qualification |
External Roles
No other public company directorships or committee roles for Ms. Swan are disclosed in the NECB proxy biographies.
Board Governance
- Independence: Board determined Ms. Swan to be independent; only the CEO, President/COO, and SVP/Chief Compliance Officer are non‑independent.
- Committees (as of April 4, 2025): Not listed as a member of Audit, Compensation, or Nominating/Corporate Governance.
- Attendance: No director attended fewer than 100% of board and committee meetings in 2024; all directors attended the 2024 annual meeting.
- Board activity: 7 NECB board meetings and 12 bank board meetings in 2024; one joint meeting.
- Leadership and risk oversight: Combined Chair/CEO structure; risk oversight through Audit, Compensation, and Nominating/Corporate Governance committees.
Fixed Compensation
| Year | Fees Earned or Paid in Cash ($) | Stock Awards ($) | Option Awards ($) | All Other Compensation ($) | Total ($) |
|---|---|---|---|---|---|
| 2023 | 43,050 | 29,169 (RSAs) | — | 34,875 (Outside Directors Retirement Program) + 0 dividends/interest shown here; total AOC included in table footnote | 107,094 |
| 2024 | 51,550 | — (no director equity awards in 2024) | — | 35,869 (includes $34,875 Outside Directors Retirement Program + $994 dividends/interest on restricted stock) | 87,419 |
Director fee schedule
- As of April 4, 2025:
- Bank board: $5,375 quarterly retainer; $1,525 per meeting. Holdco board: $1,000 quarterly retainer; $750 per meeting. Committee chairs/members: Comp & Nominating chairs $1,250 quarterly; committee members $500/meeting; Audit chair $4,000 quarterly; Audit members $1,000/meeting and $1,500 for annual audit scope meeting; Strategic planning day: $1,000/day.
- As of April 4, 2024:
- Bank board: $4,125 quarterly retainer; $1,525 per meeting. Holdco board: $750 quarterly retainer; $750 per meeting. Same committee fees and strategic planning day fee as above.
Director retirement and deferral programs
- Outside Director Retirement Plan: 0% (<10 yrs service), 50% (10–<15 yrs), 75% (15–<20 yrs), 100% (≥20 yrs) of prior 12 months director fees, paid over 120 months; vests 20%/yr after Jan 1, 2006; change-in-control lump sum; forfeiture upon removal for cause. Ms. Swan received $34,875 under this plan in 2024.
- Directors’ Deferred Compensation Plan: optional deferral of fees with interest at the 60‑month CD rate; distributions upon separation, disability, death, change in control, or emergency.
- Stock‑Based Deferral Plan (2021): permitted one‑time transfer/deferral into NECB stock during the second‑step conversion; allowed future deferrals into NECB stock within 30 days of plan’s effective date.
Performance Compensation
| Component | Detail |
|---|---|
| 2024 grants | No equity awards to non‑employee directors in 2024. |
| 2023 grant | Restricted stock to Ms. Swan: grant date 11/15/2023; grant date fair value $29,169 at $16.88 per share; 1,728 shares. |
| Performance metrics | None disclosed for director equity; awards appear time‑based (no director performance metrics provided). |
Other Directorships & Interlocks
None disclosed for Ms. Swan in the proxy; biographical section lists NECB/NECBank roles and prior regulatory service only.
Expertise & Qualifications
- Deep institutional knowledge from prior board tenure (1991–2015) and re‑appointment in 2022.
- Bank regulatory experience, explicitly cited by the board as a qualification for regulatory oversight.
Equity Ownership
| As-of Date | Total Beneficial Ownership (shares) | Ownership % | Notes |
|---|---|---|---|
| April 4, 2024 | 2,706 | <1% | Includes 1,728 unvested restricted shares as of 4/4/2024; unless otherwise indicated, shares not pledged. |
| April 4, 2025 | 2,706 | <1% | 2025 footnote does not list unvested restricted shares for Ms. Swan (suggesting prior awards largely vested by then); unless otherwise indicated, shares not pledged. |
Compliance and trading
- Section 16(a) reporting: Company believes all directors complied with reporting requirements for 2024.
Governance Assessment
Positives
- Independence, 100% attendance, and full annual‑meeting participation support engagement and oversight.
- Long regulatory background aligns with a bank’s supervisory and compliance risk profile.
- No related‑party loans; related‑person transaction disclosures do not identify Ms. Swan.
Watch items / RED FLAGS
- Legacy Outside Director Retirement Plan payments (e.g., $34,875 in 2024) can be viewed as shareholder‑unfriendly versus contemporary practice that favors cash/equity only; change‑in‑control acceleration exists.
- No disclosed committee assignments for Ms. Swan across 2024–2025, limiting direct influence on Audit/Comp/Nominating levers of board effectiveness.
- Director equity alignment decreased in 2024 (no new director equity awards), after a 2023 RSA grant; this reduces at‑risk exposure versus peers emphasizing ongoing equity grants.
Related-party exposure
- Policy and committee oversight in place; bank reported no loans to related parties at 12/31/2024; “Other Transactions” in 2024 involved another director’s law firm, not Ms. Swan.
Contemporary fee structure
- 2025 increase in quarterly retainers versus 2024, with meeting‑based fees and committee‑chair premia consistent with community bank norms; ensure pay‑for‑workload alignment given lack of committee roles for Ms. Swan.