James Perez
About James Perez
Independent director of Ponce Financial Group, Inc. since 2022; age 52 with ~3 years of board tenure as of April 16, 2025 . Background in real estate development and retail/wholesale footwear, including e-commerce and Amazon marketplace channels, with a 32+ year banking relationship with Ponce Bank . Independent under Nasdaq rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Family shoe stores (3) | Owner/Executive | Not disclosed | Retail operations experience; community small-business perspective |
| Shoe wholesale company (multi-brand) | Owner/Executive | Not disclosed | Digital marketing and internet sales insights (Amazon, DTC) |
| Real estate development | Developer/Investor | Not disclosed | Real estate operator; local market familiarity |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| None disclosed in proxy | — | — | No other public company directorships disclosed for Perez in 2025 proxy biography |
Board Governance
- Board independence: Perez is independent under Nasdaq standards; only the Executive Chairman (Tsavaris) and CEO (Naudon) are non-independent .
- Committee memberships:
- Audit Committee member; audit committee met 17 times in 2024; chair is James C. Demetriou (audit committee financial expert) .
- Executive Compensation Committee member; met once in 2024; chair is William Feldman .
- Nominations Committee member for 2025 cycle; chair is James C. Demetriou .
- Attendance/engagement: Boards of PDLB and Ponce Bank each held 47 regular meetings in 2024; no director attended fewer than 75% of board/committee meetings (Perez included) .
- Lead Independent Director: Company practice includes appointing an independent director as Vice Chairman and lead director to strengthen oversight .
- Governance policies: Code of Business Conduct and Ethics, insider trading policy, and hedging prohibition for directors/officers/employees (no hedging of company stock) .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual cash retainer (non-employee directors) | $48,000 | Standard director fee |
| Committee membership fees | $500/month per committee | Audit chair receives $1,000/month; Perez is not chair |
| 2024 Cash fees actually paid to Perez | $54,000 | As reported for full year 2024 |
| Health insurance allowance (All Other) | $30,000 | As reported; provided to all listed non-employee directors |
Performance Compensation
| Equity element | Grant date | Grant size (outside directors, aggregate) | Vesting | Notes |
|---|---|---|---|---|
| Restricted Stock Units (RSUs) | Dec 7, 2023 | 171,180 RSUs (outside directors total) | Time-based; intended to compensate over 5 years | Company did not grant additional director equity in 2024 and does not intend to in 2025 for 2023 grantees |
| Non-qualified stock options (premium) | Dec 7, 2023 | 90,000 options (outside directors total) | Time-based; 20% per year beginning Dec 7, 2024 (per option schedules) | Per plan disclosures; director-level awards are time-vested, not performance-based |
- No director-specific performance metrics tied to compensation (e.g., EBITDA, TSR) disclosed for 2024; director equity awards are time-vested and serve as multi-year compensation .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards | None disclosed in proxy |
| Private/non-profit boards | Not disclosed for Perez in proxy |
| Interlocks/overlaps with competitors/suppliers/customers | Not disclosed; no interlocks indicated for Perez |
Expertise & Qualifications
- Small-business retail operations and e-commerce (Amazon, DTC) providing practical insight into customer acquisition and digital sales .
- Real estate development experience relevant to PDLB’s core lending markets .
- Longstanding banking relationship, bringing customer perspective and community ties .
Equity Ownership
| Metric | Value | Notes |
|---|---|---|
| Total beneficial ownership | 63,357 shares | As of April 16, 2025 |
| Ownership % of outstanding shares | <1% | Based on 23,984,800 shares outstanding |
| Indirect holdings | 20,000 shares owned by 43rd St New York Ave, LLC | Included in total |
| Options exercisable within 60 days | 3,000 shares | Included in beneficial ownership; exercisable options counted |
| Shares pledged as collateral | None disclosed | No pledge disclosure for Perez in proxy |
| Ownership guidelines/compliance | Not disclosed | No director stock ownership guideline disclosure located |
Insider Trades
| Item | 2024 Status |
|---|---|
| Section 16(a) filing compliance | All required filings timely in 2024 (directors and officers) |
Related Party Transactions and Conflicts
- Director loans: Ponce Bank has outstanding loans (directly or indirectly) to directors Alvarez, Demetriou, and Perez; made in ordinary course, on substantially the same terms (rates, collateral) as comparable third-party loans, with normal risk and no unfavorable features; Audit Committee reviews/approves related party transactions .
- Other related-party exposures: None exceeding $120,000 since Jan 1, 2024 beyond noted director loans .
- Hedging/pledging: Hedging prohibited for directors/officers/employees; no pledge disclosure for Perez .
Say-on-Pay & Shareholder Feedback
| Proposal (June 12, 2025) | For | Against | Abstain | Broker non-votes | Outcome |
|---|---|---|---|---|---|
| Advisory vote on NEO compensation | 9,935,660 | 7,566,743 | 265,920 | 2,411,725 | Approved |
| Auditor ratification (Forvis Mazars, LLP) | 18,743,530 | 594,627 | 841,891 | 0 | Approved |
| Director elections (Alvarez, Naudon) | See votes reported | — | — | 2,411,725 | Both elected |
Compensation Committee Analysis
- Committee composition: All independent directors; none are current/former officers; Perez serves on the Executive Compensation Committee; 2024 meeting count: one .
- Consultant: Meridian Compensation Partners advised the committee on executive and director compensation design and levels during 2024 .
- Peer benchmarking: Committee considers peer group analysis of similarly sized/structured institutions; specific peer constituents not disclosed .
- Clawback policy: Adopted Oct 2, 2023 per Nasdaq Rule 5608; applies to excess incentive-based compensation on restatement triggers over prior 3 fiscal years .
- Equity grant timing: No executive equity grants in 2024; grants are discretionary and not timed to MNPI disclosure .
Governance Assessment
- Board effectiveness: Perez contributes small-business, e-commerce, and real estate expertise; active committee service (Audit, Compensation, Nominations for 2025 cycle) supports oversight breadth .
- Independence and attendance: Independent director with compliant attendance (≥75%); board maintains majority independence, executive sessions, and lead independent director structure .
- Alignment: Perez holds 63,357 shares (<1%), including 3,000 exercisable options; outside directors received time-vested multi-year equity in 2023, aligning compensation with longer-term service rather than short-term performance metrics .
- Potential conflicts (RED FLAG consideration): Director loan exposure is a governance sensitivity but is permissible for federally insured banks and represented as ordinary-course on market terms with Audit Committee oversight; continue monitoring for changes in terms or new related-party dealings .
- Pay signals: Director cash plus health allowance totaled $84,000 for 2024; shift to time-vested RSUs/options in 2023 for multi-year director pay suggests emphasis on retention and continuity rather than performance-linked equity for directors .
- Shareholder feedback: Say-on-pay approved with robust participation; continued engagement noted by Board/Compensation Committee .