Maria Alvarez
About Maria Alvarez
Maria Alvarez, age 60, has served as an independent director of Ponce Financial Group, Inc. since 2019 and is nominated to continue through the term expiring in 2028; she also serves on the Board of Directors of the Ponce De Leon Foundation . Her background is in public advocacy and nonprofit leadership, currently as Executive Director of the New York StateWide Senior Action Council (since 2010) and the Brooklyn-wide Interagency Council on Aging Educational Fund (since 2008), bringing governance, community engagement, marketing to target populations, and CEO-level experience to the board . She is classified as independent under Nasdaq rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| New York StateWide Senior Action Council, Inc. | Executive Director | 2010–present | Public advocacy; funding/community services governance |
| Brooklyn-wide Interagency Council on Aging Educational Fund, Inc. | Executive Director | 2008–present | Community engagement; marketing to target populations |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Ponce De Leon Foundation | Director | Current | Foundation votes its shares proportionally with stockholders |
| Non-profit leadership (NYSSAC; Brooklyn-wide ICAA) | Executive Director | Ongoing | Non-public entities; governance and community expertise |
Board Governance
- Independence: The board determined Alvarez is independent; only the Executive Chairman (Steven A. Tsavaris) and CEO (Carlos P. Naudon) are not independent .
- Committee assignments (FY2024/FY2025): Audit Committee member; the Audit Committee met 17 times in FY2024, with Demetriou as chair . Executive Compensation Committee member; it met once in FY2024, Feldman as chair . Nomination Committee member for the 2024 annual cycle; not on the 2025 cycle due to re-nomination eligibility rules .
- Attendance: The Boards of PDLB and Ponce Bank each held 47 meetings in 2024; no director (including Alvarez) attended fewer than 75% of board and committee meetings .
- Board leadership: Executive Chairman is not independent; the board uses a lead independent director (Vice Chairman) and regular executive sessions to support independent oversight .
Fixed Compensation
Director pay is primarily cash retainers and committee fees, plus a health insurance allowance; equity grants were issued in 2023 and intended to cover five years.
| Metric | 2023 | 2024 |
|---|---|---|
| Fees Earned in Cash ($) | 54,000 | 54,000 |
| Stock Awards ($) | 271,035 (RSUs) | — |
| Option Awards ($) | 60,450 | — |
| All Other Compensation ($) | 30,000 (health allowance) | 30,000 (health allowance) |
| Total ($) | 415,485 | 84,000 |
Performance Compensation
Equity awards are time-based (no performance metrics disclosed). Grants made December 7, 2023 are intended to constitute compensation over five years.
| Award Type | Grant Date | Shares/Units | Grant-Date Fair Value | Strike/Exercise | Vesting |
|---|---|---|---|---|---|
| RSUs | Dec 7, 2023 | 28,530 | $9.50 per unit | N/A | 20% annually starting Dec 7, 2024 |
| Stock Options (premium, 5 tranches) | Dec 7, 2023 | 15,000 | $3.77/$3.90/$4.04/$4.16/$4.28 per tranche | $10.33/$10.52/$10.70/$10.89/$11.08 per tranche | 20% annually starting Dec 7, 2024 |
No director performance metrics (e.g., TSR, revenue/EBITDA goals) are tied to these awards; vesting is strictly time-based .
Other Directorships & Interlocks
- Public company boards: None disclosed for Alvarez in the proxy biographies .
- Foundation interlock: Serves on the Ponce De Leon Foundation Board; the Foundation votes 1,249,588 shares pro rata with stockholder voting, minimizing control concerns but creating an internal network linkage .
Expertise & Qualifications
- Qualifications cited: Extensive experience in public advocacy, nonprofit funding, governance, and marketing to target populations; current CEO-level service enhances understanding of management vs. independent director roles .
- Board matrix: In 2024, the board disclosed gender/ethnic diversity, with Alvarez contributing to female representation and Hispanic/Latinx diversity; total directors = 8 (1 female; 5 Hispanic/Latinx) .
Equity Ownership
| Metric | As of Apr 15, 2024 | As of Apr 16, 2025 |
|---|---|---|
| Total Beneficial Ownership (shares) | 41,355 | 76,114 |
| Options Exercisable within 60 Days (included above) | 15,570 | 24,915 |
| IRA Shares (included above) | 1,430 | 1,430 |
| Shares Outstanding (reference) | 23,881,732 | 23,984,800 |
| Ownership (% of shares outstanding) | ~0.173% (41,355 / 23,881,732) | ~0.317% (76,114 / 23,984,800) |
- Hedging policy: Company prohibits hedging transactions by directors .
- Pledging: No pledging disclosures identified for Alvarez in the proxy .
Governance Assessment
- Committee effectiveness: Alvarez serves on Audit (17 meetings in 2024) and Executive Compensation Committees, supporting financial reporting oversight and pay governance; she was on the Nomination Committee for the 2024 cycle, indicating engagement in director selection and diversity policy .
- Independence/attendance: Independent under Nasdaq; no attendance shortfalls, which supports board effectiveness and investor confidence .
- Compensation alignment: 2023 equity grants are time-based and designed to cover five years; 2024 had no new director equity, with cash fees stable. The mix indicates long-term equity alignment without performance conditions; investors may prefer clearer performance-linked structures, but time-based awards are common for directors .
- Ownership “skin in the game”: Beneficial ownership increased to 76,114 shares (including options within 60 days), improving alignment; still <1% of shares outstanding, typical for outside directors .
- Related-party exposure (potential RED FLAG mitigant): Ponce Bank has outstanding loans to directors including Alvarez; these are in the ordinary course, on market terms, and reviewed under the Audit Committee charter. While loans to insiders can be perceived as conflicts, they are permissible for federally insured institutions and disclosed with committee oversight .
- Board structure: Executive Chairman is not independent; however, the board utilizes a lead independent director and executive sessions, and maintains an independent majority, which mitigates leadership concentration risk .
RED FLAGS to monitor: Insider loans (ongoing oversight critical) ; absence of performance conditions on director equity (time-based only) . No late Section 16 filings for 2024 were reported (company-wide), which supports compliance culture .
Notes on Director Compensation Structure
- Annual director cash retainer is $48,000; committee membership earns $500/month (audit chair $1,000/month). Alvarez’s cash fees totaled $54,000 in both 2023 and 2024, plus a $30,000 health insurance allowance each year .
- 2023 director equity awards: RSUs (28,530 units) and options (15,000 shares) were granted across the board with five-tranche premium strikes; vesting starts Dec 7, 2024 at 20% per year .
- 2025: Company indicates no additional director grants for those who received 2023 awards, consistent with the five-year compensation design .
Additional Context
- Alvarez’s nomination for a term expiring in 2028 reflects the board’s continued emphasis on community-focused governance experience and nonprofit leadership .
- All directors attended the 2023 annual meeting; the company expects similar participation and emphasizes virtual access .