Madeline Marquez
About Madeline Marquez
Madeline Marquez, age 68, is Chief External Affairs Officer at Ponce Financial Group, Inc. (Ponce Bank), having joined in February 2017 as Senior Vice President with a mandate to achieve SBA lender designation and CDFI certification; she was promoted to Chief External Affairs Officer in 2018 after rapidly accomplishing that mandate . The 2025 proxy highlights her numerous industry awards and community recognition in New York, underscoring external credibility in stakeholder engagement . Company performance context: total shareholder return (fixed $100 investment) improved from 129.61 to 172.64 in 2023–2024, while net income available to common stockholders rose to $10,334,227 in 2024 (from $3,352,370 in 2023 and -$30,000,618 in 2022) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Ponce Bank / Ponce Financial Group, Inc. | Senior Vice President | Feb 2017–2018 | Mandate to achieve SBA lender designation and CDFI certification; mandate accomplished rapidly |
| Ponce Bank / Ponce Financial Group, Inc. | Chief External Affairs Officer | 2018–present | Leads external affairs; recognized with multiple awards for business development and community impact in NY |
External Roles
No public company directorships or formal external board roles disclosed for Ms. Marquez in the company’s proxy statements .
Fixed Compensation
Not disclosed for Ms. Marquez (she is not a named executive officer in the Summary Compensation Table, which covers Executive Chairman, CEO, and CFO) .
Performance Compensation
- 2024: Company did not grant stock options or other equity awards to executive officers in 2024 .
- 2023: Equity awards under the 2023 Long-Term Incentive Plan are time-vested (intended to constitute compensation over five years); vesting for NEO awards begins December 7, 2024 and occurs ratably over five years (time-based vesting, not performance-conditioned) .
No explicit performance metrics (e.g., revenue, EBITDA, TSR hurdles) tied to executive equity awards were disclosed for Ms. Marquez; the 2023 awards described are time-based vesting grants .
Equity Ownership & Alignment
- Hedging policy: Officers, directors, and employees are prohibited from transactions designed to hedge or offset declines in the market value of company equity (e.g., prepaid variable forwards, swaps, collars, exchange funds) .
- Insider trading policy: Company maintains policies governing trading and confidentiality; directors/officers prohibited from trading while in possession of material nonpublic information .
- Clawback policy: Adopted effective October 2, 2023, requiring recovery of excess incentive-based compensation from current/former executive officers if an accounting restatement is required, covering the three completed fiscal years preceding the trigger date .
- Pledging: No anti-pledging policy disclosure and no pledging disclosures specific to Ms. Marquez were found in the proxies .
- Beneficial ownership: The principal holders and director/NEO ownership table does not list Ms. Marquez individually; no specific beneficial ownership for her is disclosed in the proxies .
Company equity program context (as of December 31, 2024):
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| TSR – Fixed $100 Investment ($) | 123.77 | 129.61 | 172.64 |
| Net Income Available to Common Stockholders ($) | (30,000,618) | 3,352,370 | 10,334,227 |
| Equity Compensation Plan Information at Dec 31, 2024 | Number |
|---|---|
| Securities to be issued upon exercise of outstanding options, warrants, rights | 1,314,755 |
| Weighted-average exercise price of outstanding options ($/share) | $9.76 |
| Securities remaining available for future issuance | 423,556 |
| RSU Awards Activity (Year Ended Dec 31, 2024) | Shares | Weighted-Average Grant-Date Fair Value ($/share) |
|---|---|---|
| Non-vested, beginning of year | 745,873 | 9.52 |
| Granted | — | — |
| Vested | (176,883) | 9.50 |
| Forfeited | (2,500) | 9.50 |
| Non-vested, end of year | 566,490 | 9.53 |
| Stock Option Awards Activity (Year Ended Dec 31, 2024) | Options | Weighted-Average Exercise Price ($/share) |
|---|---|---|
| Outstanding, beginning of year | 792,621 | 9.90 |
| Granted | — | — |
| Exercised | — | — |
| Forfeited | (44,356) | 9.24 |
| Outstanding, end of year | 748,265 | 9.94 |
| Exercisable, end of year | 343,848 | 9.21 |
Vesting schedules and potential supply overhang:
- 2023 grants: time-vested over five years, with vesting commencing on December 7, 2024 (implies annual December vesting tranches through December 2028 for those awards) .
- 2018 plan awards: various vesting schedules; awards to directors and executive officers vest between December 4, 2019 and January 31, 2028 .
Employment Terms
- Specific employment agreement terms for Ms. Marquez are not disclosed in the proxies (employment agreements are disclosed for Executive Chairman and CEO; CIC agreement for CFO) .
- Deferred compensation plan covers Executive Chairman and CEO; contributions and balances disclosed; no participation for Ms. Marquez is disclosed .
- Policies applicable to executives:
- Clawback policy effective October 2, 2023 (restatement-based recovery) .
- Insider trading and anti-hedging policies in place .
- Timing of equity grants: Discretionary; committee does not time disclosures to affect compensation; no equity grants to executive officers in 2024 .
Compensation Committee Analysis
- Executive Compensation Committee members: Alvarez, Demetriou, Feldman (chair), Gurman, Lugo, Perez; all independent (no current/former officers or employees) .
- Meetings: Executive Compensation Committee met once in 2024; Boards of PFGI and Ponce Bank each held 47 meetings; Audit Committee met 17 times .
- Consultant: Meridian Compensation Partners engaged in 2024 for executive/director compensation design, structure, and levels .
Performance & Track Record
- Strategic achievements: Successfully executed mandate to obtain SBA lender designation and CDFI certification for Ponce Bank shortly after joining; significant external recognition for business development and community impact (NYC Women’s Chamber of Commerce, NYC Hispanic Chamber of Commerce, Bronx Chamber of Commerce, Crain’s NY Business 2021 Notable Women on Wall Street, City and State Responsible 100 in 2022) .
- Company performance context (for pay vs performance and alignment analysis): TSR improved and net income rose sharply in 2024; compensation actually paid (CAP) decreased for PEO and NEOs despite improved TSR and net income, indicating restraint at top levels; however, CAP disclosures are for PEO/NEOs, not Ms. Marquez .
Investment Implications
- Alignment: Ms. Marquez’s individual compensation and ownership are not disclosed, limiting precision on pay-for-performance and skin-in-the-game analysis; reliance shifts to program-level signals (anti-hedging, clawback, time-based vesting) .
- Selling pressure: The 2023 grants vest annually starting December 7, 2024 over five years; December vesting cycles can create predictable supply overhangs across executive awards, warrant monitoring of Section 16 filings around those dates (no specific Form 4 data provided in proxies) .
- Risk controls: Clawback adoption and anti-hedging policy reduce governance risk; absence of disclosed anti-pledging policy and lack of individual ownership detail are drawbacks for alignment assessment .
- Performance backdrop: Strong improvement in TSR and net income in 2024 supports retention and incentive value of time-based grants, but without performance-conditioned metrics (e.g., PSUs tied to ROE/TSR) disclosed for Ms. Marquez, direct pay-performance linkage is opaque .
- Actions: Monitor annual vesting windows (December), insider filings for Ms. Marquez, and any updates to ownership guidelines or anti-pledging policies in future proxies; engage management for disclosure on executive ownership guidelines and individual holdings to strengthen alignment assessment .