Ponce Financial Group Inc

1. 1

   Election of Directors

   ManagementBoard: FOR

   Election of three directors—Steven A. Tsavaris, James Perez and Marlene Cintron—to serve three-year terms.

2. 2

   Ratification of Appointment of Independent Registered Public Accounting Firm

   ManagementBoard: FOR

   Ratification of the Audit Committee’s appointment of Forvis Mazars, LLP as Ponce Financial Group, Inc.’s independent registered public accounting firm for the year ending December 31, 2026.

3. 3

   Advisory Vote on Executive Compensation (Say-on-Pay

   ManagementBoard: FOR

   Non-binding, advisory approval of the compensation paid to the named executive officers as disclosed in the proxy statement.

   More detail

   This proposal asks stockholders to cast a non-binding advisory vote to approve the company’s disclosed compensation for its named executive officers (NEOs). Management is seeking shareholder approval to validate its compensation philosophy, disclosure and pay decisions as presented in the proxy (including the Summary Compensation Table and narrative disclosures). The vote is advisory and does not change pay arrangements directly, but the Board and the Executive Compensation Committee state they will consider the outcome when setting future compensation. Key contextual factors include the company’s stated objectives to align pay with performance, the engagement of an independent compensation consultant (Pearl Meyer) to advise the Compensation Committee, and the company’s governance controls such as committee oversight, clawback policy, and use of long‑term equity awards and multi‑year vesting schedules. Recent pay-versus-performance disclosures in this proxy show changes in both compensation actually paid and significant increases in total shareholder return and net income in the referenced periods, which management may use to argue that compensation is aligned with corporate results. Critics typically view say-on-pay votes as an accountability mechanism and may focus on elevated CEO pay, severance arrangements, or equity award sizes and timing; the filing discloses employment agreements with enhanced severance for certain executives and notable equity‑based compensation and deferred compensation arrangements that could attract shareholder scrutiny. Management’s recommendation to vote FOR is justified by its view that the program balances market competitiveness, retention and long‑term alignment with stockholder value, and by governance processes (committee oversight and consultant input) intended to mitigate inappropriate risk-taking. Institutional investors will weigh the advisory result alongside pay structure details, change‑in‑control and severance provisions, and the company’s responsiveness to prior shareholder feedback when assessing governance and compensation risk. Given the advisory nature, a majority FOR vote would be considered approval by the Board, while a significant negative vote would likely trigger further engagement and possible design changes by the Compensation Committee.

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When is the Ponce Financial Group Inc 2026 annual meeting?

Ponce Financial Group Inc (PDLB) holds its 2026 annual shareholder meeting on Thursday, June 11, 2026.

What is the record date for the Ponce Financial Group Inc 2026 meeting?

The record date for the Ponce Financial Group Inc 2026 meeting is Wednesday, April 15, 2026. Shareholders of record on or before that date are eligible to vote.

Who are the director nominees for Ponce Financial Group Inc's 2026 meeting?

The board is presenting 7 director nominees at the Ponce Financial Group Inc 2026 meeting, listed with their independence status and background.

What proposals will shareholders vote on at the Ponce Financial Group Inc 2026 meeting?

Shareholders will vote on 3 proposals at the Ponce Financial Group Inc 2026 meeting, each tagged with who proposed it and the board's recommendation.