Thomas Procelli
About Thomas Procelli
Thomas Procelli, age 70, is an independent director of OptimumBank Holdings, Inc. (OPHC). He has served on the OPHC board since July 2017 and on OptimumBank’s board since October 2012, following 15 years as a bank executive (EVP, CTO, COO). He is CFO of Better Living Solutions and principal of TAP Independent Consulting, with over 40 years of banking experience across operations, IT, compliance, and audit. He holds an MBA in Finance (1979) and a BBA in Accounting (1976) from Hofstra University. The board designated him as its Audit Committee financial expert .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| OptimumBank (Bank subsidiary) | EVP; Chief Technology Officer; Chief Operating Officer | Oct 2000 – Sep 2015 | Deep operational and systems expertise; institutional knowledge of bank operations |
| Coopers & Lybrand | Public accounting | Not disclosed | Accounting/controls exposure |
| Fiserv | Mortgage origination software product development | Not disclosed | Technology/product development exposure |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Better Living Solutions (Tallahassee) | Chief Financial Officer | Not disclosed | Counseling and wellness center (eating disorder treatment) |
| TAP Independent Consulting | Principal | Not disclosed | Provides financial institution and business support services |
Board Governance
- Independence: The board determined Procelli is independent under NYSE American standards .
- Current committee assignments:
- Audit Committee: Chair; designated “audit committee financial expert” by the board; committee met 4 times in 2024 .
- Compensation Committee: Member; committee met 2 times in 2024; no consultants used .
- Nominating Committee: Member; committee met 2 times in 2024 .
- Attendance and engagement:
- Board met 11 times in 2024; each director attended at least 75% of board and committee meetings; independent directors met once in executive session without management .
- All current directors attended the 2024 annual meeting .
- Board size and composition changes: Board had 7 directors in 2024; 6 directors in 2025 .
- Hedging policy: Company had not adopted a hedging policy as of the proxy; executives and directors were permitted to hedge, short, and trade derivatives, with plans to adopt a policy post-annual meeting (a governance alignment risk) .
Fixed Compensation
| Component | 2023 | 2024 | Notes |
|---|---|---|---|
| Annual board retainer (non-Chair) | $7,500 | $15,000 | Board retainer doubled YoY |
| Board meeting fee (non-Chair) | $1,100 per meeting | $1,500 per meeting | Per-meeting fee increased |
| Audit Committee Chair fee | $400 per meeting | $400 per meeting | Unchanged |
| Compensation Committee member fee | $200 per meeting | $200 per meeting | Unchanged |
| Loan Committee (if member; Procelli not listed) | $500 per meeting (members) | $500 per meeting | Not indicated for Procelli |
| Total cash comp – Procelli | $26,500 | $30,900 | Actual cash received |
Performance Compensation
- Equity awards to Procelli: None disclosed for 2023 or 2024; director compensation tables show no stock awards for Procelli .
- Options: None disclosed for directors; company notes no options for executives; director option awards not listed .
- Performance-linked metrics for director pay: Not disclosed (no RSUs/PSUs/options for Procelli) .
Other Directorships & Interlocks
| Company | Role | Committee Roles | Notes |
|---|---|---|---|
| None disclosed | — | — | Procelli’s biography lists external operating roles but no current public-company directorships . |
Expertise & Qualifications
- Audit/finance: Public accounting background; designated audit committee financial expert .
- Banking operations and IT: 40+ years in banking across operations, information systems, compliance, audit; former CTO/COO .
- Governance/compensation: Member of Compensation and Nominating Committees .
- Education: MBA (Finance, 1979), BBA (Accounting, 1976), Hofstra University .
Equity Ownership
| Metric | 2024 (Record Date: Apr 9, 2024) | 2025 (Record Date: Mar 21, 2025) |
|---|---|---|
| Shares beneficially owned | 3,591 | 3,625 |
| Ownership (% of shares outstanding) | 0.04% (out of 9,634,821) | 0.03% (out of 11,751,082) |
| Options – exercisable/unexercisable | Not disclosed | Not disclosed |
| RSUs/DSUs – vested/unvested | Not disclosed | Not disclosed |
| Pledged shares | Not disclosed | Not disclosed |
| Hedging policy status | Hedging permitted; policy intended post-annual meeting | Hedging permitted; policy intended post-annual meeting |
Shareholder Voting Results (Support Signals)
| Proposal | 2024 Votes | 2025 Votes |
|---|---|---|
| Director election – Thomas Procelli | For: 6,253,368; Withhold: 47,334; Broker non-vote: 1,054,580 | For: 6,424,832; Withhold: 123,452; Broker non-vote: 2,140,786 |
| Auditor ratification | For: 7,315,932; Against: 1,297; Abstain: 38,053 | For: 8,637,834; Against: 26,475; Abstain: 24,761 |
| 2018 Equity Incentive Plan share increase | — | For: 5,143,390; Against: 1,385,287; Abstain: 19,607; Broker non-vote: 2,140,786 |
Governance Assessment
- Strengths
- Independent director and Audit Committee Chair; designated audit committee financial expert, strengthening financial reporting oversight .
- Consistent engagement with 75%+ attendance; active committee participation; board met 11 times in 2024; executive sessions held .
- Strong shareholder support in director elections across 2024 and 2025 .
- No related-party transactions >$120,000 disclosed; insider loans immaterial (0.02% of portfolio) and on market terms .
- Risks and red flags
- Very small personal equity stake (0.03% in 2025), and compensation entirely cash-based—limited ownership alignment; hedging currently permitted pending policy adoption .
- Former long-tenured executive of the bank may present familiarity risk, though independence is affirmed; monitoring of audit committee objectivity warranted .
- Board increased director cash comp and meeting fees YoY (retainer from $7,500 to $15,000; per-meeting from $1,100 to $1,500), with no performance-based director equity for Procelli—watch pay structure inflation vs. alignment .
- Compensation committee practices
- Compensation Committee met twice; independent; no consultant used; no delegation—adequate independence, but absence of external benchmarking may be a limitation in pay governance .
- Overall view
- Procelli’s deep banking, operations, and finance background and Audit Chair role bolster board effectiveness. Key investor confidence watchpoints include adoption/enforcement of an anti-hedging policy, improving director ownership alignment, and maintaining robust audit oversight free from legacy familiarity biases .