Carlos Naudon
About Carlos P. Naudon
Carlos P. Naudon, age 74, is President, CEO, and a director of Ponce Financial Group, Inc. (Ponce Bank’s holding company). He has served as a director since 2014 and previously served as President & COO of Ponce De Leon Federal Bank beginning in 2015 before becoming President & CEO of Ponce Bank and Ponce Financial Group, Inc. He is a retired CPA, a former law firm partner and regulatory counsel to banks, with extensive governance and community banking credentials . Under his leadership, Ponce’s net income available to common improved to $10.33 million in 2024 (from $3.35 million in 2023 and a loss in 2022), and the company’s fixed $100 investment TSR metric reached 172.64 in 2024, indicating strong stock performance over the disclosed period .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Ponce De Leon Federal Bank / Ponce Bank | President & COO (2015); now President & CEO | 2015–present | Led transition to current CEO role; deep regulatory and core systems expertise guiding technology and vendor oversight . |
| Ponce Financial Group, Inc. | President & CEO; Director | Director since 2014 | Public company leadership post-conversion and IPO experience; governance and strategy . |
| Allister & Naudon (law firm) | Partner | Until 2015 | Banking regulatory counsel; performance incentives and governance advisory to banks . |
| Cullen & Dykman | Of Counsel | 2015–2019 | Continued financial institutions legal advisory . |
| Banking Spectrum, Inc. | Owner | Since 1984 | Banking publishing/consulting; minor related-party subscriptions with PDLB . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Brooklyn Hospital Center | Director; Chairman (until 2018) | Through 2018 (Chair); ongoing board service | Healthcare governance leadership . |
| Community Development Bankers Association (CDBA) | Vice Chairman | Not specified | Trade association leadership . |
| IBAA Minority Institutions Council | Chairman | Not specified | Advocacy for minority depository institutions . |
| CFPB Community Bank Advisory Council | Chairman (until dissolved) | Not specified | Regulatory advisory leadership . |
| NYC Hispanic Chamber of Commerce | Member | Not specified | Community and professional engagement . |
Fixed Compensation
| Year | Base Salary ($) | Bonus ($) | All Other Compensation ($) | Notable components in “All Other” |
|---|---|---|---|---|
| 2024 | 610,625 | 325,000 | 250,042 | KSOP/ESOP-related allocations approx. $42,690 (incl. Equalization Plan ~$23,639), disability $34,809, health $23,617, automobile allowance $38,426 . |
| 2023 | 605,000 | 250,000 | 297,593 | KSOP/ESOP-related allocations approx. $49,627 (incl. Equalization Plan ~$30,625), disability $33,820, health $22,705, automobile allowance $30,941 . |
Notes:
- 2024 and 2023 bonuses were discretionary cash bonuses .
- Deferred compensation plan requires a 10% of base salary contribution for Naudon; Ponce contributed $110,500 (2024) and $160,500 (2023). Naudon’s accrued balance was $1,356,199 at 12/31/24 (fully vested; paid upon termination or change in control) .
Performance Compensation
- The 2023 Long-Term Incentive Plan (LTIP) established time-vested RSUs and options. Equity awards made in 2023 were intended to compensate over five years and vest ratably 20% per year beginning December 7, 2024 (or applicable schedules specified), with options expiring in 2033 .
- No additional executive equity grants were made in 2024; equity grant timing is approved by the Compensation Committee, and the company does not time material disclosures to affect award values .
| Metric/Instrument | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|
| Annual cash bonus (discretionary) | N/A | N/A | Board discretion | $325,000 (2024); $250,000 (2023) | Cash in year of award . |
| RSUs (time-based) | N/A (time-based) | N/A | N/A | N/A | 20% annually; 2023 grants begin vesting Dec 7, 2024/2025 per award; 5,427 shares vest Apr 1, 2025; remaining RSUs vest 20% annually thereafter . |
| Stock options (time-based) | N/A (time-based) | N/A | N/A | N/A | 20% annually starting Dec 7, 2024/2025; exercise price $10.17; expiration 12/06/2033 . |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total beneficial ownership | 500,149 shares (2.1% of outstanding as of 4/16/2025) . |
| Breakdown | Includes 89,659 shares in an IRA; 20,000 via Banking Spectrum, Inc.; 14,719 ESOP-allocated; and 86,209 options exercisable within 60 days (the latter included in beneficial ownership under Rule 13d-3) . |
| Options (12/31/2024) | 86,209 exercisable; 96,000 unexercisable; exercise price $10.17; expiration 12/06/2033; vest 20% annually starting Dec 7, 2024/2025 . |
| RSUs (12/31/2024) | 174,608 not vested; footnotes reference 5,427 vesting on 4/1/2025; remaining time-based vesting 20% annually thereafter under 2023 LTIP . |
| Ownership as % of outstanding | 2.1% (based on 23,984,800 shares outstanding as of 4/16/2025) . |
| Hedging/pledging | Officers and directors are prohibited from hedging or pledging company securities; short sales and derivatives are also prohibited . |
| Stock ownership guidelines | Not specifically disclosed in proxy; hedging/pledging ban and clawback in place . |
Insider selling pressure and vesting calendar:
- Near-term vest: 5,427 RSUs vest on April 1, 2025; broader 2023 grants vest 20% annually thereafter, implying an ongoing supply cadence from time-based vesting, subject to personal trading restrictions and blackout policies .
Employment Terms
| Term | Key Provisions |
|---|---|
| Agreement | Three-year employment agreements (renew annually) for Executive Chairman and CEO; Naudon’s minimum base salary set at $600,000; eligibility for discretionary incentive pay, benefits, perquisites (including automobile), and long-term disability . |
| Deferred comp | Bank must contribute 10% of Naudon’s base salary annually to a nonqualified deferred compensation plan; 2024 contribution $110,500; balance $1,356,199 at 12/31/24 (vested; payable at termination or change in control) . |
| Severance (no CIC) | If terminated without cause or resigns for good reason: 3x (or 2x if resigns for good reason) of (base salary at termination + prior-year incentive/other comp), plus value of forfeited equity awards, pro-rata bonus, and company-paid COBRA contributions up to 24 months . |
| Severance (post-CIC) | If terminated without cause or good reason after a change in control: 2.99x highest annual includible compensation in the preceding three taxable years, plus value of forfeited equity awards, and COBRA contributions up to 24 months; subject to 280G cutback . |
| Restrictive covenants | One-year non-compete in specified NY/NJ counties/boroughs; non-solicitation of customers/employees; non-interference with company relationships . |
| Clawback | Dodd-Frank and Nasdaq Rule 5608-compliant compensation recovery policy adopted October 2, 2023; applies to incentive-based compensation tied to financial measures over the prior three completed fiscal years if restatement occurs . |
| Insider trading | Preclearance for insiders; blackout policies; bans on hedging/pledging, margin purchases, short sales, and company-derivative trading . |
Board Governance
| Attribute | Detail |
|---|---|
| Board/role | Director; President & CEO; not independent (executive officer) . |
| Committee roles | Executive Committee member (with Tsavaris and Feldman); not on Audit, Nominating, or Compensation (those committees are all-independent) . |
| Board structure | Executive Chairman (Steven A. Tsavaris); majority independent board; independent Vice Chairman/lead director (Nick R. Lugo) . |
| Attendance | Boards of PFGI and Ponce Bank each held 47 meetings in 2024; no director attended <75% of meetings . |
| Independence controls | Executive sessions of independent directors; annual performance evaluations of Executive Chairman and CEO by independent directors . |
| Related parties | 2024: $6,968 paid to Banking Spectrum, Inc. (Naudon-owned) for subscriptions; Audit Committee reviews/approves related-party transactions . |
| Director pay | Executive directors do not receive director compensation; non-employee director fees disclosed separately . |
Director Compensation (context; Naudon receives none as an executive)
| Component | Typical Non-Employee Director Amounts (2024) |
|---|---|
| Annual cash retainer | $48,000 . |
| Committee fees | $500/month (Audit Chair $1,000/month) . |
| Equity | Significant time-based awards granted in 2023 under 2023 LTIP; no additional grants expected in 2025 for those recipients . |
Performance & Track Record
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Net income (loss) available to common ($) | (30,000,618) | 3,352,370 | 10,334,227 |
| Fixed $100 investment (TSR value) | 123.77 | 129.61 | 172.64 |
| Compensation actually paid (PEO) ($) | 1,308,266 | 3,830,041 | 1,881,294 |
Highlights and disclosures:
- 2024 “compensation actually paid” to the PEO declined 50% year-over-year, while TSR increased 33% and net income rose 199% (2024 vs. 2023) .
- ECIP milestone in 2024 reduced Treasury preferred dividend rate to 0.50% for one year, saving ~$3.375 million annualized, reflecting strategic focus on community impact lending; announcement signed by Naudon as CEO .
Compensation Structure Analysis
- Equity mix: 2023 introduced large, time-vested RSUs and options under the 2023 LTIP; 2024 featured no new grants (shift toward cash in reported year) .
- Performance linkage: Annual bonuses are discretionary; LTIP awards are time-based (no disclosed performance metrics/weights), limiting direct pay-for-performance calibration beyond share price effects on reported “compensation actually paid” .
- Risk controls: Robust clawback; prohibitions on hedging/pledging; independent Compensation Committee with Meridian as advisor .
Related Party Transactions
- 2024: $6,968 paid to Banking Spectrum, Inc. (Naudon-owned) for subscription services (The Gold Book) .
- 2023: $6,097 paid to Banking Spectrum, Inc. .
- Audit Committee oversees related-party approvals; director/officer loans are regulated and disclosed separately (none indicated for Naudon) .
Say-on-Pay & Shareholder Feedback
- Annual advisory say-on-pay item scheduled at the 2025 Annual Meeting; the Board recommends “FOR” .
- Prior-year (2024) proxy also included say-on-pay; detailed approval percentages not disclosed in the proxy materials provided .
Compensation Committee Analysis
- Committee composition: all independent directors; chaired by William Feldman (Compensation/Executive Compensation Committee) .
- Consultant: Meridian Compensation Partners engaged; advises on design, structure, and levels of executive/director compensation, and on the 2023 LTIP .
- Philosophy: competitive pay aligned with company goals and peer practice; strives to avoid incentives for inappropriate risk-taking .
Investment Implications
- Alignment: Naudon’s 2.1% beneficial stake, hedging/pledging prohibitions, ESOP alignment, and a formal clawback support shareholder alignment, though the 2023 LTIP awards are time-based rather than performance-conditioned .
- Supply/overhang: Significant time-vested RSUs and options vest ratably through the decade, creating a predictable vesting cadence that could translate into intermittent insider selling pressure subject to policy and preclearance; near-term RSU tranche of 5,427 vests in April 2025, with broader 20% annual vesting thereafter .
- Retention/change-in-control: Severance of 3x (or 2x) salary+bonus (no CIC) and 2.99x highest annual comp (post-CIC), plus equity value protection and COBRA, provide strong retention and continuity incentives but also introduce moderate parachute expense risk in strategic scenarios .
- Performance trajectory: Marked recovery in net income and higher TSR in 2024 underpin improved pay-versus-performance optics; continued execution on ECIP/community development lending and deposit initiatives are strategic levers under management’s purview .
Overall: Governance checks (independent committees, clawback, hedging/pledging bans) and tangible insider ownership are positives. Time-based equity (vs. performance-based PSUs) dilutes direct pay-for-performance calibration but provides retention. Vesting schedules warrant monitoring for trading flow impacts around vest dates. Execution risk remains typical for community banks navigating rate/cycle dynamics; severance terms are standard but material in M&A scenarios .