James Demetriou
About James C. Demetriou
Independent director of Ponce Financial Group, Inc. since 2009; age 78; audit committee financial expert. Background spans property management (President/CEO, First Management Corp., managing 130+ buildings), accounting (partner, J. Demetriou & Co.), real estate brokerage (licensed sponsoring broker at Archway Realty) and mortgage brokerage (President/Founder, Foxx Capital Funding). Also serves on the Ponce De Leon Foundation board; independence affirmed under Nasdaq, with noted ordinary-course banking relationships and co-investments with the Executive Chairman .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| First Management Corp. (Astoria, NY) | President & CEO | Established 1985; ongoing | Manages 130+ residential/co-op/condo/commercial buildings, relevant to PDLB’s multifamily mortgage portfolio |
| J. Demetriou & Co. | Partner (Accounting) | Established 1970; ongoing | Financial statement expertise for small businesses and rental buildings |
| Archway Realty, Inc. | NY Licensed Real Estate Broker (Sponsoring Broker) | Since 1985 | Real estate market knowledge and brokerage oversight |
| Foxx Capital Funding, Inc. | President & Founder (NY Licensed Mortgage Broker) | Established 1999 | PDLB utilizes Foxx in certain transactions; no commissions paid to Foxx in FY2024 |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Ponce De Leon Foundation | Director | Not disclosed | Foundation votes shares pro rata with stockholders; board service underscores community engagement |
Board Governance
- Committees: Audit (Chair; financial expert), Executive Compensation (Member), Nominations (Chair) .
- Engagement: PDLB and Ponce Bank boards held 47 regular meetings each in 2024; no director attended fewer than 75% of combined board/committee meetings; all directors attended the 2024 Annual Meeting .
- Independence: Board determined Demetriou is independent under Nasdaq standards; board practices include executive sessions of independent directors and an independent vice chair/lead director framework .
- Risk oversight: Audit met 17 times (FY2024); Compensation met once; Nominations met three times (FY2024), indicating active oversight cadence .
Fixed Compensation
| Component | 2024 Amount | Notes |
|---|---|---|
| Annual director fee (cash) | $60,000 | Reflects base annual retainer ($48,000) plus committee fees; audit chair receives $1,000/month, other committee members $500/month . |
| All other compensation | $30,000 | Health insurance allowance for directors . |
| Stock/Option awards | — | No new director equity grants in 2024; company does not intend additional grants in 2025 for directors who received 2023 awards . |
| Total | $90,000 | 2024 director compensation total for Demetriou . |
Compensation structure
- Annual retainer: $48,000; committee fees: $500/month per committee, except Audit Chair at $1,000/month .
- Equity cadence: Time-vested awards granted in 2023 over five years; no 2024 grants; none planned for 2025 for those granted in 2023 .
Performance Compensation
| Performance-linked element | Status |
|---|---|
| Director equity tied to financial/TSR/ESG metrics | None disclosed; director equity grants are time-vested (2023 grants) . |
Other Directorships & Interlocks
| Item | Details |
|---|---|
| Other public company boards | None disclosed in proxy biography . |
| Related-party loans | Ponce Bank has outstanding loans to Directors Alvarez, Demetriou, Perez; on market terms and normal risk; Audit Committee reviews related-party transactions . |
| Business with director-affiliated entity | PDLB utilizes Foxx Capital Funding (Demetriou is President) for certain real estate transactions; no commissions paid to Foxx in FY2024 . |
| Co-investments | Demetriou has co-invested in certain real estate holdings with Executive Chairman Steven A. Tsavaris . |
Expertise & Qualifications
- Audit committee financial expert designation; chairs Audit Committee .
- Deep real estate operations: management of 130+ buildings, licensed brokerage since 1985; mortgage brokerage founder .
- Accounting leadership experience (partner since 1970), relevant to financial statement oversight .
- Community/charitable governance via Foundation board participation .
Equity Ownership
| Metric | Value | Notes |
|---|---|---|
| Beneficial ownership (shares) | 124,127 | Includes 56,856 jointly with spouse . |
| Ownership % of common | <1% | Less than 1% of 23,984,800 shares outstanding . |
| Options exercisable within 60 days | 15,442 | Vested stock options exercisable within 60 days of April 16, 2025 . |
| Unvested RSUs/options | Not disclosed | Director-level outstanding awards not itemized in proxy tables (NEOs shown separately) . |
| Pledging/Hedging | Hedging prohibited by policy; pledging not disclosed | Company prohibits hedging for directors; no pledging disclosure identified . |
| Recent Form 4 activity | None found (2024-01-01 to 2025-11-20) | No insider trades identified via insider-trades skill using filingDate filter for Demetriou in period. Source: insider-trades skill run (2025-11-20). |
Governance Assessment
- Strengths: Independent status; Audit Chair with “financial expert” designation; high meeting cadence and attendance; independent director-led Nominations; active Audit oversight (17 meetings in 2024) .
- Alignment: Holds 124,127 shares and 15,442 vested options; hedging prohibited; equity awards to directors are time-vested (2023 plan) providing multi-year alignment, though not performance-conditioned .
- Compensation: Cash-heavy with $30,000 health allowance; no new equity in 2024; 2025 grants not planned for directors granted in 2023—reduces near-term dilution but equity lacks performance metrics (common for directors) .
- Potential conflicts — RED FLAGS:
- Outstanding bank loans to Demetriou (ordinary course), requiring continued scrutiny by Audit Committee .
- Business interactions through Foxx Capital Funding, where Demetriou is President (no commissions paid in 2024) .
- Co-investments with Executive Chairman Steven A. Tsavaris—heightened interlock risk; monitor recusals on conflicted matters .
- Engagement signals: All directors attended the 2024 Annual Meeting; independent director executive sessions convened; board leadership includes independent vice chair/lead director practices .