Sergio Vaccaro
About Sergio Vaccaro
Sergio J. Vaccaro, age 49, has served as Executive Vice President and Chief Financial Officer of Ponce Financial Group, Inc. and Ponce Bank since June 1, 2022. He previously held senior finance roles at HSBC (including CFO of Private Bank Americas), with earlier roles at Morgan Stanley and Citigroup; he holds an Accounting degree from the University of Buenos Aires and an MBA from Cornell University . During 2024, company TSR rose to 172.64 (from 129.61 in 2023) and net income available to common increased to $10.33 million (from $3.35 million), while “compensation actually paid” decreased for both PEO and non-PEO NEOs—demonstrating improved performance with reduced realized pay . Company revenues increased year over year; EBITDA is not applicable for a bank.*
| Company Performance | FY 2023 | FY 2024 |
|---|---|---|
| TSR (Index value $100 start) | 129.61 | 172.64 |
| Net Income Available to Common ($) | 3,352,370 | 10,334,227 |
| Revenues ($USD) | 6,523,000* | 7,213,000* |
*Values retrieved from S&P Global.
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| HSBC Private Bank Americas | CFO | 2015–May 2022 | Led finance for Private Bank Americas; oversight of FP&A and reporting . |
| HSBC | Head of Financial Planning & Analysis (dual role) | 2016–2018 | Drove planning/forecasting discipline across private banking . |
| HSBC Private Bank | Deputy CFO | 2013–2015 | Supported CFO and controls during business transformation . |
| Morgan Stanley; Citigroup | Senior finance roles | Prior to 2013 | Investment banking/financial services finance experience . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| None disclosed | — | — | No public company board roles or outside directorships disclosed . |
Fixed Compensation
| Component | 2023 ($) | 2024 ($) |
|---|---|---|
| Base Salary | 363,413 | 376,037 |
| All Other Compensation (Total) | 36,563 | 53,854 |
| KSOP with 401(k) Provisions (included in All Other) | 6,599 | 19,051 |
| Insurance premiums (Life + Health) (included in All Other) | 29,964 | 34,802 |
Notes:
- All Other includes KSOP with 401(k) allocations and insurance; 2024 life insurance $3,155 and health insurance $31,647 .
- No deferred compensation plan participation disclosed for Mr. Vaccaro (plan applies to CEO and Executive Chairman) .
Performance Compensation
| Incentive Type | Metric | Target | Actual | Payout | Vesting/Terms |
|---|---|---|---|---|---|
| Annual Cash Bonus (Discretionary) | Not formulaic (discretionary) | Not disclosed | Not disclosed | 80,000 (2023) ; 117,500 (2024) | Cash; no disclosed performance formula . |
| RSUs (Time-based LTI) | Time-based, not performance-based | — | — | Grant-date fair value $332,500 (2023 grant) | 28,000 units unvested at 12/31/2024; vest 20% annually starting 12/7/2025 . |
| Stock Options (Time-based LTI) | Time-based, not performance-based | — | — | Grant-date fair value $60,450 (2023 grant) | 15,000 options total: 3,000 exercisable at 12/31/2024; 12,000 unexercised; vest 20% annually starting 12/7/2024; strike $10.70; expire 12/6/2033 . |
- In 2024, the company did not grant new equity awards to executive officers; equity grant timing is discretionary and not coordinated with MNPI disclosure .
- Vaccaro recognized income of $90,860 in 2024 from ratable vesting of his 2023 award (accounting recognition) .
Detailed Vesting Schedules
| Award | Total | Vesting Start | Annual Vesting Rate | Vesting Dates | Notes |
|---|---|---|---|---|---|
| RSUs | 28,000 units | Dec 7, 2025 | 20% per year | 12/7/2025–12/7/2029 (5,600 units/year) | Market value $364,000 at $13.00 FMV as of 12/31/2024 . |
| Stock Options | 15,000 options | Dec 7, 2024 | 20% per year | 12/7 annually 2024–2028 (3,000/year); 3,000 already vested by 12/31/2024 | Exercise price $10.70; expiration 12/6/2033 . |
Equity Ownership & Alignment
| Ownership Detail | Amount |
|---|---|
| Total Beneficial Ownership (as of 4/16/2025) | 22,660 shares; less than 1% of outstanding . |
| Breakdown | Includes 2,660 ESOP-allocated shares and 3,000 shares acquirable via vested options within 60 days . |
| Unvested RSUs | 28,000 units (market value $364,000 at $13.00) . |
| Options | 3,000 exercisable; 12,000 unexercisable; strike $10.70; expire 12/6/2033 . |
| Stock Ownership Guidelines | Not disclosed . |
| Hedging Policy | Hedging transactions prohibited for officers/directors/employees . |
| Pledging | No pledging policy or pledging activity disclosed . |
| Clawback Policy | Dodd-Frank/Nasdaq-compliant recovery of excess incentive-based compensation after restatements; applies to executive officers and three completed fiscal years prior to trigger . |
| Section 16 Compliance | All filings timely in FY 2024 . |
Employment Terms
| Term | Detail |
|---|---|
| Role Start Date | Appointed EVP & CFO effective June 1, 2022 . |
| Change-in-Control Agreement | Initial term 1 year (effective 11/26/2024), auto-renews annually unless terminated ≥90 days before anniversary by disinterested directors . |
| Severance Multiple (CIC) | 1.5x average annual compensation over most recent 5 years (or shorter tenure) upon CIC followed by termination without cause or for good reason . |
| Benefits Continuation | Continuation of life, medical, disability coverage for 12 months post-CIC termination (or cash equivalent if 409A issues) . |
| 280G/Parachute Cutback | Payments reduced to avoid “excess parachute payment” (kept to $1 below 3x base amount) . |
| Triggers/Definitions | Change in control definitions include asset sale, merger where holders lose majority, sale of stock, Bank sale meeting thresholds, and board turnover; detailed “cause” definition applies . |
| Non-Compete/Non-Solicit | Not disclosed in CIC summary . |
| Offer Letter Equity Eligibility (2022) | Eligible for ~16,667 RSUs and 33,333 options contingent on stockholder approval of new plan; additional equity at Board discretion . |
Performance & Track Record
| Indicator | 2023 | 2024 |
|---|---|---|
| TSR (Index value) | 129.61 | 172.64 |
| Net Income Available to Common ($) | 3,352,370 | 10,334,227 |
| CAP (Avg Non-PEO NEOs) ($) | 2,333,890 | 1,300,130 |
- From 2023 to 2024, CAP for average non-PEO NEOs (includes Vaccaro) decreased 43%, while TSR increased 33% and net income rose 199% .
Compensation Structure Analysis
- Mix and performance linkage: Vaccaro’s cash bonuses are discretionary (no formulaic metrics disclosed), and 2023 equity grants were time-based (RSUs/options)—indicating limited explicit pay-for-performance metrics at the individual NEO level .
- Equity cadence: No equity grants in 2024 to executive officers; vesting of prior 2023 awards drives realized equity value (Vaccaro recognized $90,860 in 2024 from vesting) .
- Risk mitigants: Clawback policy in place for restatements; hedging prohibited; 280G cutback reduces parachute exposure .
- Ownership alignment: Beneficial ownership is <1%; meaningful unvested RSUs and unvested options create retention incentives but limited “skin-in-the-game” via current direct holdings .
Related Party Transactions, Legal, and Red Flags
- Related party transactions: None disclosed for Vaccaro at appointment .
- Legal proceedings/SEC investigations: None disclosed for Vaccaro in proxy .
- Hedging/Pledging: Hedging prohibited; pledging policy/activity not disclosed .
- Equity repricing/modification: No indication of option repricing; 2024 featured no new grants .
Equity Ownership & Vesting Pressure Detail
| Potential Supply Overhang (Annual) | 2025 | 2026 | 2027 | 2028 | 2029 |
|---|---|---|---|---|---|
| Options vesting (units) | 3,000 (Dec 7) | 3,000 (Dec 7) | 3,000 (Dec 7) | 3,000 (Dec 7) | — |
| RSUs vesting (units) | 5,600 (Dec 7) | 5,600 (Dec 7) | 5,600 (Dec 7) | 5,600 (Dec 7) | 5,600 (Dec 7) |
- These schedules can create periodic liquidity windows; insider sales would be subject to company trading windows and policies (hedging prohibited; pledging not disclosed) .
Investment Implications
- Pay-performance alignment: Vaccaro’s compensation mix is anchored by discretionary cash and time-based equity, with no disclosed formulaic performance metrics—acceptable for a community bank but provides limited direct alignment unless equity value grows; 2024 saw lower realized CAP amid materially stronger TSR and net income .
- Retention dynamics: Significant unvested RSUs (28,000 units) and unvested options (12,000) plus a CIC agreement with 1.5x severance and 12 months of benefits create retention ballast; auto-renewal of CIC reduces rollover risk .
- Trading signals: Beginning Dec 2025, RSU vesting accelerates annual supply (5,600 units/year), alongside option vesting (3,000/year through 2028); monitor Form 4 filings for potential selling pressure and window timing, as ownership is <1% and equity awards are meaningful relative to direct holdings .
- Governance safeguards: Clawback and hedging prohibition present; absence of disclosed pledging policy is a monitoring item; no equity grants in 2024 may indicate discipline or capacity constraints .