William Feldman
About William Feldman
William Feldman, age 82, is an independent director of Ponce Financial Group, Inc. (PDLB) serving since 1993 with his current term expiring in 2026; he brings over three decades of New York metropolitan real estate investment/management experience and prior small-business operating experience, and currently serves on the board of the Ponce De Leon Foundation and the Southern Boulevard Business Improvement District . Feldman chairs the Executive Compensation Committee and serves on the Audit, Nominations, and Executive Committees; all directors attended the 2024 annual meeting and board/committee attendance met company thresholds, supporting engagement and governance continuity .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Southern Boulevard Business Improvement District (NYC) | President; currently Board Member | President until 2018; ongoing board service | Led neighborhood economic development; continues civic engagement |
| Multiple Men’s Clothing Stores | Owner | Prior to 2013 | Retail operations experience |
| NY Metro Real Estate | Investor/Manager | 30+ years; currently managing 12 properties | Ownership interests 12.5%–50% via Feldman Living Trust; community real estate expertise |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Ponce De Leon Foundation | Director | Current | Affiliated charitable foundation; votes proportionally at PDLB meetings per charter |
| Southern Boulevard Business Improvement District | Director (current), President (until 2018) | Current; President until 2018 | Community economic development leadership |
Board Governance
- Independence: The Board determined Feldman is independent under Nasdaq listing standards .
- Tenure: Director since 1993; term expires 2026 .
- Committee assignments:
- Executive Compensation Committee: Chair; members Alvarez, Demetriou, Feldman, Gurman, Lugo, Perez; met once in 2024 .
- Audit Committee: Member; chaired by Demetriou; 17 meetings in 2024 .
- Nominations Committee: Member for 2025 cycle (Demetriou chair; members Demetriou, Lugo, Feldman, Perez); met three times in 2024 .
- Executive Committee: Member (Tsavaris chair; members Feldman, Naudon, Tsavaris); did not meet in 2024 .
- Attendance: Boards of PDLB and Ponce Bank held 47 regular meetings each in 2024; no director attended fewer than 75% of aggregate board+committee meetings; all directors attended the 2024 Annual Meeting .
- Board practices: Independent Vice Chairman and lead director structure; executive sessions of independent directors; majority-independent board .
Fixed Compensation
| Year | Annual Board Fees (Cash) | Committee Fees (Cash) | Health Insurance Allowance | Total |
|---|---|---|---|---|
| 2024 | $54,000 | Included in “Fees Earned or Paid in Cash” | $30,000 | $84,000 |
- Structure: Non-employee directors receive a $48,000 annual retainer plus committee fees of $500/month (Audit Chair $1,000/month); directors who received 2023 equity grants did not receive additional grants in 2024 and do not intend to receive additional grants in 2025 .
Performance Compensation
| Plan | Grant Date | Instrument | Shares/Options to Outside Directors | Vesting | Notes |
|---|---|---|---|---|---|
| 2018 Long-Term Incentive Plan | Dec 4, 2018 | RSUs | 148,625 | Generally 20% annually; longer schedule if <5 years service | Awards to directors vest through Jan 31, 2028; no dividend equivalents |
| 2018 Long-Term Incentive Plan | Dec 4, 2018 | Non-qualified Options | 44,590 | 20% annually | Plan features option/RSU “flex” conversion |
| 2023 Long-Term Incentive Plan | Dec 7, 2023 | RSUs | 171,180 | Time-vested over five years (intended as 5-year compensation) | No additional director grants in 2024–2025 for those granted in 2023 |
| 2023 Long-Term Incentive Plan | Dec 7, 2023 | Non-qualified Premium Options | 90,000 | Time-vested (5-year framework) | Weighted-average option exercise price across plans $9.94 as of 12/31/2024 (all holders) |
Performance Metrics table (director pay linkage):
| Metric | Linkage to Director Compensation | Disclosure |
|---|---|---|
| Financial/TSR/ESG metrics | None; director equity awards are time-based, not performance-based | No performance-based metrics disclosed for director awards |
Other Directorships & Interlocks
| Relationship | Counterparty | Nature | Notes/Conflict Consideration |
|---|---|---|---|
| Co-investment interlock | Director Julio Gurman | Feldman and Gurman are co-investor/managers of the same 12 NY-area properties | Not reported as a related-party transaction >$120,000; monitor potential influence/alignment across board decisions |
| Foundation board | Ponce De Leon Foundation | Feldman serves on its Board | Foundation votes shares proportionally with other stockholders per charter |
Expertise & Qualifications
- Qualifications: Real estate and small business experience aligned with PDLB’s Community Development Financial Institution (CDFI) status; long-standing community development leadership .
- Audit-related literacy: Serves on Audit Committee; Audit Committee met 17 times in 2024 and oversees financial reporting/internal controls .
Equity Ownership
| Holder | Shares | Ownership % of Outstanding | Breakdown |
|---|---|---|---|
| William Feldman | 119,125 | <1% | 7,820 by estate of his wife; 17,770 in IRA for Feldman; 13,107 in IRA for estate of his wife; 15,442 subject to options exercisable within 60 days |
| Shares Outstanding (record date) | 23,984,791 | — | As of April 16, 2025 |
- Pledging/Hedging: Company prohibits hedging transactions; no pledging disclosed in the proxy .
- Section 16 compliance: All insiders filed on time in 2024 per company review .
Governance Assessment
- Committee leadership: Feldman chairs the Executive Compensation Committee comprised entirely of non-employee directors; the committee met once in 2024 and engaged Meridian Compensation Partners for independent advice—this supports independence but low meeting frequency may warrant monitoring for pay governance rigor .
- Breadth of committee service: Feldman serves on Audit, Nominations, and Executive Committees, providing broad oversight across financial, director selection, and interim board actions; Executive Committee did not meet in 2024, limiting interim delegation use .
- Independence and attendance: Board determined Feldman is independent; 2024 attendance met thresholds and all directors attended the annual meeting, supporting board effectiveness and engagement .
- Conflicts/related parties: No related-party transactions >$120,000 reported involving Feldman; however, his co-investments with fellow director Gurman create an interlock that investors should monitor for potential influence on decisions affecting real estate lending or counterparties .
- Director pay structure: 2024 pay is primarily fixed cash with health allowance; equity compensation was granted in 2023 as time-based RSUs/options with no performance conditions, reducing pay-for-performance sensitivity for directors but aligning tenure-based retention .
- Ownership alignment: Feldman holds 119,125 shares including options exercisable within 60 days; ownership is <1% of outstanding, offering modest economic alignment at the director level .
- Risk controls: Hedging prohibited; compensation clawback adopted per Dodd-Frank/Nasdaq rules for executives; while clawback targets executive pay, overall governance posture supports investor confidence .
RED FLAGS to monitor:
- Director interlock via co-invested properties with another board member (potential influence channel even if not a related-party transaction under Item 404 thresholds) .
- Low Executive Compensation Committee meeting cadence in 2024 (one meeting), which may signal limited active oversight despite recent equity plan implementations .