Not independent
Tenure on this board
36.4 yrs
7 nominees · 3 ballot items.
Election of three directors (Steven A. Tsavaris, James Perez, Marlene Cintron); ratification of Forvis Mazars, LLP as independent registered public accounting firm for the year ending December 31, 2026; and an advisory (non-binding) say-on-pay vote to approve the compensation of the named executive officers.
Election of three directors—Steven A. Tsavaris, James Perez and Marlene Cintron—to serve three-year terms.
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.
Non-binding, advisory approval of the compensation paid to the named executive officers as disclosed in the proxy statement.
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.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | M3F, Inc. | 8.28% | 2,003,960 | $33M |
| 2 | T. Rowe Price Investment Management, Inc. | 7.88% | 1,905,147 | $32M |
| 3 | DIMENSIONAL FUND ADVISORS LP | 3.72% | 898,780 | $15M |
| 4 | VANGUARD CAPITAL MANAGEMENT LLC | 3.60% | 870,366 | $15M |
| 5 | BlackRock, Inc. | 3.27% | 790,877 | $13M |
| 6 | BlackRock, Inc. | 2.93% | 708,667 | $12M |
| 7 | BANK OF AMERICA CORP /DE/ | 2.01% | 486,560 | $8M |
| 8 | GEODE CAPITAL MANAGEMENT, LLC | 1.62% | 392,804 | $7M |
| 9 | STATE STREET CORP | 1.40% | 338,919 | $6M |
| 10 | ALLIANCEBERNSTEIN L.P. | 1.19% | 289,032 | $5M |
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