Steven Tsavaris
About Steven Tsavaris
Steven A. Tsavaris, age 75, is Executive Chairman and director of Ponce Financial Group, Inc. (PDLB), serving on the board since 1990; he is a U.S. Army veteran and graduate of City College of New York . He previously served as EVP (1995), President (1999), CEO (2011), and became Chairman in 2013; he currently serves as Executive Chairman of Ponce Bank and chairs the Ponce De Leon Foundation . Company pay-versus-performance disclosures show TSR index values of 123.77 (2022), 129.61 (2023), and 172.64 (2024) alongside net income available to common of $(30,000,618) (2022), $3,352,370 (2023), and $10,334,227 (2024), indicating improving shareholder returns and profitability over 2023–2024 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Ponce De Leon Federal Bank / Ponce Bank | Executive Vice President | 1995 | Senior leadership during growth and community banking focus |
| Ponce De Leon Federal Bank / Ponce Bank | President | 1999 | Led operations and customer/community initiatives |
| Ponce De Leon Federal Bank | Chief Executive Officer | 2011 | Oversaw bank leadership prior to current structure |
| Ponce De Leon Federal Bank | Chairman of the Board and CEO | 2013 | Board leadership and executive oversight |
| Ponce Bank | Executive Chairman (salaried officer) | Current | Executive oversight; governance and community engagement |
| Ponce Financial Group, Inc. | Chairman of the Board & Executive Chairman | Current | Holding company governance leadership |
| Ponce Financial Group, Inc. | Director | Since 1990 | Board continuity and institutional knowledge |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Ponce De Leon Foundation | Chairman, Board of Directors | Current | Community development leadership aligned with CDFI mission |
| Westchester Medical Center (affiliate of Columbia-Presbyterian Hospital) | Trustee; Audit Committee Chair | Prior service | Financial oversight in healthcare governance |
| Southern Boulevard Chamber of Commerce | Member | Current | Community and small-business engagement |
| NYC Area Policy Board | Chairman | Current | Policy leadership in local community development |
| SOBO Business Improvement District | Treasurer | Current | Local economic development initiatives |
| Neighborhood S.H.O.P.P. Program | Member | Current | Community services engagement |
| National Bank of North America | Banking role | Prior | Banking industry experience |
| Litton Industries (Bank Services Division) | Banking role | Prior | Financial services operations exposure |
Fixed Compensation
| Metric ($USD) | 2023 | 2024 |
|---|---|---|
| Base Salary | 660,000 | 660,000 |
| All Other Compensation (benefits, insurance, auto) | 131,394 | 126,626 |
Notes:
- Minimum annual base salary per employment agreement: $660,000 for Mr. Tsavaris .
- All Other Compensation includes KSOP/401(k) amounts and insurance/auto allowance; 2024 detail includes $51,728 for insurance and $29,514 auto allowance .
Performance Compensation
| Metric ($USD) | 2023 | 2024 |
|---|---|---|
| Annual Cash Bonus (discretionary) | 300,000 | 350,000 |
| Stock Awards (grant-date fair value) | 2,009,022 | — (no new grants) |
| Option Awards (grant-date fair value) | 483,600 | — (no new grants) |
Equity awards and vesting detail:
- 2023 Long-Term Incentive Plan awards were time-vested over five years (granted Dec 7, 2023); committee did not grant equity in 2024 and does not time grants around MNPI .
- Outstanding at 12/31/2024: Options 86,209 exercisable and 96,000 unexercisable (exercise price $10.17; exp. 12/06/2033), RSUs 174,608 (market value $2,269,904 at $13.00) .
- Options vest 20% annually beginning Dec 7, 2024; footnote indicates 5,427 shares vest on Apr 1, 2025 and remaining shares vest 20% annually beginning Dec 7, 2025 (company-wide awards context) .
Equity Ownership & Alignment
| Item | Amount |
|---|---|
| Beneficial Ownership (shares) | 476,142 |
| Percent of Shares Outstanding | 2.0% (out of 23,984,800) |
| Breakdown | Includes 27,904 spouse-owned, 14,719 ESOP-allocated to his account, and 86,209 options exercisable within 60 days |
Policies:
- Hedging prohibited for officers, directors and employees (e.g., collars, swaps, exchange funds) per Insider Trading/Hedging Policy .
- Pledging status not disclosed (no pledging policy disclosure found) .
Upcoming vesting and potential selling pressure:
- Options and RSUs have scheduled annual vesting beginning Dec 7, 2024 and specified tranches (including Apr 1, 2025), which can increase freely tradable shares over time .
Employment Terms
| Term | Provision |
|---|---|
| Agreement | 3-year term beginning Mar 16, 2017; auto-extends annually unless nonrenewal notice ≥90 days before term end |
| Role | Executive Chairman (salaried officer) |
| Minimum Base Salary | $660,000 |
| Incentive Eligibility | Discretionary incentive/bonus; participation in fringe benefit plans |
| Perquisites | Automobile and related expense reimbursement; four weeks vacation; disability benefits at 100% of base salary if disabled during term |
| Severance (no CIC) | If terminated without cause or resigns for good reason: 3x salary + prior-year incentive/other comp (2x if resignation for good reason); forfeited awards value; pro-rata bonus for year of termination; COBRA contributions up to 24 months |
| Change-in-Control (CIC) | If terminated other than for cause, or resigns for good reason after CIC: 2.99x highest annual compensation in prior three taxable years (annualized for partial years); forfeited awards value; COBRA contributions up to 24 months; 280G cutback applies |
| Good Reason | Includes salary reduction, material reduction in target annual incentive, relocation outside specified NY/NJ boroughs/counties, material breach; for Tsavaris also includes adverse change in title/authority/reporting, failure to extend agreement or to reappoint to Ponce Bank Board |
| Restrictive Covenants | Non-compete during term and 1 year thereafter within any county/borough where the company or affiliates operate or have pending filings for branches/LPO/MPO |
| Deferred Comp | Nonqualified deferred compensation plan; fully vested; distributions upon termination or CIC; Mr. Tsavaris accrued $107,797 as of 12/31/2024; no employer contribution for him in 2023–2024 |
| Clawback | Dodd-Frank/Nasdaq 5608 compliant clawback adopted Oct 2, 2023; applies to incentive-based comp tied to financial reporting measures for prior three fiscal years if restatement occurs |
| ESOP Equalization Plan | Nonqualified plan to equalize ESOP contributions subject to IRS limits; participants include Mr. Tsavaris; balances paid within 90 days post-termination (subject to 409A six-month delay for specified employees) |
Board Governance
- Independence: The Board determined Mr. Tsavaris (Executive Chairman) and the CEO are not independent due to officer roles; all other directors are independent per Nasdaq standards .
- Leadership: Board chaired by Executive Chairman Steven A. Tsavaris; governance mitigations include appointment of an independent Vice Chairman/lead director, majority independent directors, annual evaluations by independent directors, and established audit, nominations, and executive compensation committees and executive sessions of independent directors .
- Committees and Chairs:
- Executive Compensation Committee: Alvarez, Demetriou, Feldman (chair), Gurman, Lugo, Perez; met once in 2024; no members are current/former officers or employees .
- Audit Committee: Alvarez, Demetriou (chair, “financial expert”), Feldman, Gurman, Lugo, Perez; met 17 times in 2024 .
- Executive Committee: Feldman, Naudon, Tsavaris (chair); did not meet in 2024 .
- Attendance: Boards of PDLB and Ponce Bank each held 47 regular meetings in 2024; no member attended fewer than 75% of meetings/committees served .
Director compensation:
- Executive officers serving on the board do not receive director compensation; non-employee directors receive $48,000 annual fee plus committee fees ($500/month; Audit Chair $1,000/month); 2023 equity grants to directors were time-vested; no 2024 or planned 2025 grants for those directors .
Equity Plan Context
- 2023 Long-Term Incentive Plan approved (max 1,920,368 shares; options/SARs up to 1,371,691; RS/RSUs up to 548,677); awards in Dec 2023 included premium incentive options and RSUs for executive officers; 2024 saw vesting but no new grants .
- As of 12/31/2024: 1,314,755 securities to be issued upon exercise of outstanding options/warrants/rights; weighted-average exercise price $9.76; 423,556 securities remaining available for future issuance .
- Outstanding at 12/31/2024: 748,265 options (343,848 exercisable; WAEPS $9.94) and 566,490 RSUs non-vested; RSU activity shows 176,883 vested in 2024 .
Related-Party and Conflicts
- Board Independence review noted director deposit accounts at Ponce Bank; payment to Banking Spectrum, Inc. (owned by CEO) of $6,968 for subscriptions; otherwise, no related-party transactions exceeding $120,000 since Jan 1, 2024 beyond permitted banking loans reviewed by the Audit Committee .
Compensation Structure Analysis
- 2024: Pay mix skewed to cash (salary + discretionary bonus) with no new equity grants; equity value recognized from 2023 time-based awards via scheduled vesting .
- Awards under the 2023 plan are time-vested (lower performance linkage vs. PSU frameworks); the Compensation Committee engaged Meridian Compensation Partners for design and benchmarking, indicating structured external input on pay levels and mix .
Equity Ownership & Director Guidelines
- No explicit executive or director stock ownership guideline disclosures found; hedging prohibited; pledging not disclosed .
Performance & Track Record
- Company TSR index rose from 129.61 (2023) to 172.64 (2024); net income rose from $3.35M (2023) to $10.33M (2024); compensation actually paid (CAP) to PEO and average Non-PEO NEOs decreased YoY while TSR and net income increased, per Item 402(v) .
Investment Implications
- Alignment: Mr. Tsavaris holds 2.0% of outstanding shares, with additional ESOP allocation and exercisable options, indicating meaningful skin-in-the-game; hedging prohibited, and no pledging disclosure—net positive alignment but monitor for pledging updates .
- Pay-for-performance: Bonuses are discretionary and equity is time-vested, which reduces direct linkage to quantitative performance metrics; however, CAP decreased while TSR and net income increased in 2024, suggesting moderation in realized pay relative to performance .
- Retention and change-in-control: Strong severance protections (3x salary+prior-year incentive; CIC 2.99x highest annual compensation with 280G cutback) and one-year non-compete reduce near-term exit risk but create potential transaction costs in M&A scenarios .
- Governance: Dual role as Executive Chairman and director (non-independent) is mitigated by lead independent director, majority independent board, and committee structures; attendance and committee engagement appear robust, supporting oversight quality .
- Trading signals: Multi-year vesting schedules and upcoming tranches (options/RSUs) increase potential liquidity and could create selling pressure around vesting dates; monitor Forms 4 for executions and 10b5-1 plan disclosures .