Ponce Financial Group Inc
For the period ended Jun 12, 2025. Filed Apr 23, 2025.
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Jun 12, 2025 · Filed Apr 23, 2025
Contents
PAY VERSUS PERFORMANCE
As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(v) of Securities and Exchange Commission Regulation S-K, we are providing the following information about the relationship between “compensation actually paid” to our Principal Executive Officer (“PEO”) and to our Non-PEO NEOs and certain financial performance of Ponce Financial Group, Inc. Compensation actually paid, as determined under Securities and Exchange Commission requirements, does not reflect the actual amount of compensation earned by or paid to our executive officers during a covered year.
| Value of Initial | ||||||
|---|---|---|---|---|---|---|
| Average · Fixed $100 | ||||||
| Summary · Average · Investment | ||||||
| Summary · Compensation · Compensation · Based On · Net Income (Loss) | ||||||
| Compensation · Compensation · Table Total for · Actually Paid · Total · Available to | ||||||
| Table Total for · Actually Paid · Non-PEO · to Non-PEO · Shareholder · Common | ||||||
| Year | PEO ($)(1) | to PEO ($)(3) | NEOs ($)(2) | NEOs ($)(2) | Return ($) | Stockholders ($) |
| 2024 | 1,185,667 | 1,881,294 | 842,008 | 1,300,130 | 172.64 | 10,334,227 |
| 2023 | 3,664,707 | 3,830,041 | 2,241,806 | 2,333,890 | 129.61 | 3,352,370 |
| 2022 | 1,318,076 | 1,308,266 | 830,606 | 837,115 | 123.77 | (30,000,618) |
(1) The PEO for each of 2024, 2023 and 2022 is Mr. Naudon.
(2) The non-PEO named executive officers for 2024 and 2023 are Mr. Tsavaris and Mr. Vaccaro. The non-PEO named executive officers for 2022 are Mr. Tsavaris and Mr. Frank Perez.
(3) The dollar amounts reported represent the "compensation actually paid," or CAP, to the PEO and the Non-PEO, NEOs, respectively as computed in accordance with Item 402(v) of Securities and Exchange Commission Regulation S-K. The dollar amounts do not reflect the actual amount of compensation earned by or paid to the PEO or the Non-PEO NEOs. Equity values as of each measurement date were determined using valuation assumptions and methodologies that are generally consistent with those used to estimate fair value at grant in accordance with FASB ASC Topic 718.
Compensation actually paid for each of the years presented in the table, as calculated in accordance with Securities and Exchange Commission regulations and presented in the Summary Compensation Table (“SCT”), was as follows:
| Average Non- | ||
|---|---|---|
| PEO | PEO NEO | |
| Total compensation as reported in SCT | $1,185,667 | $842,008 |
| Fair value of equity awards granted during fiscal year | — | — |
| Fair value of equity compensation granted in current year at year end | — | — |
| Change in fair value from end of prior fiscal year to end of current fiscal year for awards made in prior fiscal years that were unvested at end of current fiscal year | 565,730 | 328,225 |
| Change in fair value from end of prior fiscal year to vesting date for awards made in prior fiscal years that vested during current fiscal year | 129,897 | 129,897 |
| Compensation Actually Paid | $1,881,294 | $1,300,130 |
For 2023 to 2024, the compensation actually paid to our PEO and the average of the compensation actually paid to the other Non-PEO NEOs decreased by 50% and 43%, respectively, compared to a 33% increase in our TSR and a 199% increase in net income over the same time horizon.
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