DEF 14A of NorthEast Community Bancorp, Inc./MD/
Filed Apr 10, 2026 · FY20250001104659-26-041983
Proposal 1 — Election of Directors
Proposal 1 — Election of Directors The board of directors of NorthEast Community Bancorp is presently composed of ten members, all of whom are independent under the current listing standards of the Nasdaq Stock Market, except for Kenneth A. Martinek, who is the Chairman and Chief Executive Officer of the Company and the Bank; Jose Collazo, the President and Chief Operating Officer of the Company and the Bank; and Charles A. Martinek, Senior Vice President and Chief Compliance Officer of the Bank. In determining the independence of its directors, the Board reviews and considers transactions, relationships or arrangements between the Company, the Bank and its directors, including those reported under “Transactions with Related Persons” as well as those that are not required to be disclosed in this proxy statement under that heading. The purpose of the review is to determine whether any such or transactions were inconsistent with a determination that the director is independent. As part of its review of director independence, the Board considered the Bank’s prior investment in securities of The Community Development Fund (“CDF”), a registered bond fund which is managed by Community Development Fund Advisors, LLC, an entity for which Kenneth H. Thomas serves as Chief Executive Officer. Investment in the CDF enables the Bank to satisfy its Community Reinvestment Act lending obligations in the Commonwealth of Massachusetts through investment in securities where the underlying loans are low- to moderate- income loans in areas surrounding the Bank’s Massachusetts office locations, which loans are selected by an independent sub-advisor to the CDF. Similarly, the Board considered the legal services provided by law firm in which Mr. Morgenthau is employed directly to customers of NorthEast Community Bank as well as legal services provided to NorthEast Community Bank by such law firm. As a result of its review of the investment in the CDF, the legal services provided as well as any of the relationships, arrangements, or transactions with directors of the Company, the Board affirmatively determined that all of the Company’s directors are independent, except for Mr. Kenneth Martinek, Mr. Collazo and Mr. Charles Martinek, as noted above. The Board of Directors is divided into three classes, each with three-year staggered terms, with approximately one-third of the directors elected each year. At the annual meeting, stockholders will elect four directors to each serve a term of three years. The nominees for election to serve a three-year term are Jose M. Collazo, John F. McKenzie, Joel L. Morgenthau, and Lynette W. Bennett, who are all current directors of both NorthEast Community Bancorp and NorthEast Community Bank. Unless you indicate on your proxy card that your shares should not be voted for certain directors, the Board of Directors intends that the proxies solicited by it will be voted for the election of all of the Board’s nominees. If any nominee is unable to serve, the persons named in the proxy card will vote your shares to approve the election of any substitute proposed by the Board of Directors. Alternatively, the Board of Directors may adopt a resolution to reduce the size of the Board. At this time, the Board of Directors knows of no reason why any nominee might be unable to serve. The Board of Directors recommends that you vote “FOR” the election of all nominees. Information regarding the nominees and the directors of NorthEast Community Bancorp continuing in office is provided below. Unless otherwise stated, each individual has held his or her current occupation for the last five years. The age indicated for each individual is as of December 31, 2025 and the indicated period of service as a director includes service as a director of NorthEast Community Bank. Based on their respective experiences, qualifications, attributes, and skills set forth below, the Board of Directors determined that each current director and nominee should serve as a director. Nominees for Election of Directors: Nominees for a Three-Year Term: Jose M. Collazo has served as President of NorthEast Community Bancorp and NorthEast Community Bank since January 2013 and Chief Operating Officer of NorthEast Community Bancorp and NorthEast Community Bank since February 2012. Mr. Collazo served as Senior Vice President and Chief Information Officer from 2002 until February 2012. Mr. Collazo joined NorthEast Community Bank in January 1985. Age 60. Director since 2013. Mr. Collazo’s extensive knowledge of the business and history of NorthEast Community Bank and NorthEast Community Bancorp, combined with his strategic vision, position him well to continue to serve as our director, President and Chief Operating Officer. John F. McKenzie is a retired insurance executive. Prior to his retirement in early 2008, Mr. McKenzie was the owner of an insurance agency in Orange, Connecticut, providing multiline personal and commercial insurance products. Age 82. Director since November 2006. Mr. McKenzie provides the board with significant management, strategic and operational knowledge through his previous experience as owner of an insurance agency. Joel L. Morgenthau is a partner in the law firm Morritt, Hock & Hamroff, LLP. Age 80. Director since 2024. Mr. Morgenthau has knowledge and expertise in construction financing, which is our primary lending focus. As a practicing attorney, he also provides knowledge and expertise directly related to the high absorption, homogenous communities in which we operate. Lynette W. Bennett served as Director, Risk Advisory for the accounting firm of Cherry Bekaert LLC from July 2018 until August 2024. Age 58. Director since 2026. Ms. Bennett’s accounting and compliance experience provides her with direct knowledge and expertise with respect to the accounting and risk matters affecting the Company and the Bank. Directors Continuing in Office: The following directors have terms ending in 2027: Diane B. Cavanaugh has served as a Principal Appellate Court Attorney for the First Judicial Department of the Appellate Division of the New York State Supreme Court since February 2019. Ms. Cavanaugh was an attorney with Lyons McGovern, LLP from January 2010 to January 2019. Age 69. Director since 1992. Ms. Cavanaugh’s years of practicing law in the New York area enable her to provide the board with the legal knowledge necessary to assess issues facing the Company and the Bank effectively. Charles A. Martinek has served as Senior Vice President and Chief Compliance Officer of NorthEast Community Bank since September 2013. Prior to that time, Mr. Martinek served as Internal Loan Review and Community Reinvestment Officer of NorthEast Community Bank since May 2007, commercial loan officer with NorthEast Community Bank since 2001, and as an assistant vice president since 2002. Before serving with NorthEast Community Bank, Mr. Martinek was a quality control analyst with C. Cowles & Co. Mr. Martinek is also the owner of Martinek Investment Properties, LLC. Mr. Martinek’s brother, Kenneth Martinek, also serves on the Board of Directors. Age 64. Director since 2002. Mr. Martinek’s commercial loan and compliance experience is crucial to the ability of the board of directors to comprehend and understand the complex compliance issues in the banking industry. Kenneth H. Thomas has been an independent bank analyst and consultant since 1969 and has been President of K. H. Thomas Associates, LLC since 1975. Dr. Thomas is also a registered investment advisor and Chief Executive Officer of Community Development Fund Advisors, LLC. Dr. Thomas holds a Ph.D. in Finance from the Wharton School and has written extensively on the Community Reinvestment Act of 1977. Age 78. Director since 2001.
Proposal 1 — Election of Directors
As an independent bank analyst for more than 50 years, Dr. Thomas offers the board essential industry experience and knowledge, particularly with respect to branching and Community Reinvestment matters. The following directors have terms ending in 2028: Charles M. Cirillo is a certified public accountant and is a partner in the accounting firm Cirillo & Cirillo, Certified Public Accountants PLLC. Age 60. Director since 2018. Mr. Cirillo’s accounting and business experience provides the board of directors with valuable insight and expertise with regard to various financial and accounting matters affecting us. Eugene M. Magier is an attorney and has been President of the Law Offices of Eugene M. Magier, P.C. since 1994. Mr. Magier is a licensed Massachusetts Real Estate Broker and has managed residential and commercial real estate. Prior to starting his own law firm, Mr. Magier served as Legal Counsel for CVS Corporation. Age 64. Director since 2012. Mr. Magier’s experience and background as an attorney specializing in commercial real estate, acquisitions, workouts and contracts provides the board with valuable knowledge and expertise directly related to the segments of the lending business in which we operate. Kenneth A. Martinek has served as Chairman of the Board and Chief Executive Officer of NorthEast Community Bancorp since its formation in 2006 and previously also served as President of the Company from 2006 until January 2013. He has served with NorthEast Community Bank since 1976 and has been the Chief Executive Officer of NorthEast Community Bank since 1991 and was the President of the Bank from 1991 until January 2013. Mr. Martinek was first elected as a director of NorthEast Community Bank in 1983 and was appointed Chairman of the Board in 2002. Mr. Martinek’s brother, Charles A. Martinek, also serves on the board of directors. Age 73. Since becoming Chief Executive Officer of NorthEast Community Bank in 1991, Mr. Martinek has successfully completed the Company’s minority stock offering in 2006 and the Company’s 2021 second step conversion and public offering, in both cases navigating the issues facing a public company in the banking sector. Mr. Martinek’s knowledge of all aspects of the business of the Company and the Bank and its history, combined with his success and strategic vision, position him well to continue to serve as our Chairman and Chief Executive Officer. Information regarding our executive officer who is also not a director: Donald S. Hom joined NorthEast Community Bancorp and NorthEast Community Bank in 2007, serving as Chief Financial Officer since 2013. Prior to joining the Company, Mr. Hom served for 23 years as a bank examiner and financial analyst for a Federal banking regulatory agency and six years as the chief executive officer of a New Jersey community bank. Age 71. Proposal 2 — APPROVAL OF THE NORTHEAST COMMUNITY BANCORP, INC.
Equity Compensation is an Important Part of Our Compensation Program
Equity Compensation is an Important Part of Our Compensation Program The Company has historically maintained an equity-based incentive plan for the benefit of employees, non-employee directors and service providers of the Company and the Bank. The Compensation Committee believes that equity-based incentives are essential to attract and retain the services of the individuals who are likely to make significant contributions to the success of the Company. Equity-based compensation encourages executives to act as owners with an equity stake in the Company, discourages inappropriate risk-taking and contributes to the continuity and stability within the Company’s leadership. The 2026 Equity Plan, like the NorthEast Community Bancorp, Inc. 2022 Equity Incentive Plan (“2022 Equity Incentive Plan”), is designed to advance these interests. See also Plan Summary – Purpose of the 2026 Equity Plan.
The 2022 Equity Incentive Plan Does Not Have Sufficient Shares Available
The 2022 Equity Incentive Plan Does Not Have Sufficient Shares Available The 2026 Equity Plan is intended to serve as a successor to the Company’s existing 2022 Equity Incentive Plan. As of March 15, 2026 there were approximately 863,176 shares of our Common Stock subject to outstanding awards under the 2022 Equity Incentive Plan and approximately 19,335 shares of our Common Stock available for future awards under the 2022 Equity Incentive Plan. The Company’s ability to use long-term equity-based compensation as a significant component of its overall compensation would be quite limited if the stockholders do not approve the 2026 Equity Plan. As noted above, the 2026 Equity Plan will serve as the successor to the 2022 Equity Incentive Plan. If the 2026 Equity Plan is approved, any remaining unvested restricted stock awards will remain outstanding and any stock options will remain outstanding until vested, exercised or expired under the terms of the 2022 Equity Incentive Plan. No additional awards will be granted under the 2022 Equity Incentive Plan upon shareholder approval of the 2026 Equity Plan; shares remaining available for issuance on the 2022 Equity Incentive Plan will be rolled over to the 2026 Equity Plan. At March 15, 2026, 882,511 shares of Common Stock remain available for issuance under the 2022 Equity Incentive Plan and outstanding equity awards totaled 863,176 shares of Company common stock. The weighted average exercise price and weighted average remaining term of the outstanding options were $14.42 per share and 6.85 years, respectively. Share Pool. In order to maintain equity-based compensation as part of our overall compensation program and based on the number of shares of Common Stock that remain available under the 2022 Equity Incentive Plan and will be rolled over to the 2026 Equity Plan, the Board believes it is advisable to have an additional 185,000 shares of Common Stock available under the 2026 Equity Plan for an aggregate pool of 204,335 shares of Common Stock in the 2026 Equity Plan, subject to adjustment in the event of certain changes in capitalization of the Company. The duration of the share pool for the 2026 Equity Plan is estimated at four years.
The 2026 Equity Plan Reflects Compensation and Governance Best Practices
| ● | No grants of below-market stock options; |
The 2026 Equity Plan Reflects Compensation and Governance Best Practices
| ● | No repricing of stock options and no cash buyout of underwater stock options; |
The 2026 Equity Plan Reflects Compensation and Governance Best Practices
| ● | No payment of dividends or dividend equivalents on stock options; |
The 2026 Equity Plan Reflects Compensation and Governance Best Practices
| ● | No liberal change in control definition; |
The 2026 Equity Plan Reflects Compensation and Governance Best Practices
| ● | The 2026 Equity Plan imposes “double trigger” conditions for the vesting of awards upon a change in control, requiring both a change in control plus a cessation of the awardee’s service relationship with the Company, except to the extent an acquiror fails or refuses to assume the awards or replace them with awards issued by the acquiror; |
Types of Awards
Types of Awards The 2026 Equity Plan provides for the grant of restricted stock, restricted stock units (“RSUs”), non-qualified stock options (“NQSOs”), and incentive stock options (“ISOs”), any or all of which can be granted with performance-based vesting conditions. ISOs may be granted only to employees of the Company. Restricted Stock and Restricted Stock Units. A restricted stock award is a grant of common stock to a participant for no consideration, or such minimum consideration as may be required by applicable law. RSUs are similar to restricted stock awards in that the value of an RSU is denominated in shares of common stock. However, unlike a restricted stock award, no shares of stock are transferred to the participant until certain requirements or conditions associated with the award are satisfied. The Committee will specify the terms of a restricted stock or RSU award in the award agreement, including the number of shares of restricted stock or number of RSUs; the purchase price, if any, to be paid for such restricted stock or RSU (which may be equal to or less than the fair market value of a share and may be zero, subject to such minimum consideration as may be required by applicable law); any restrictions applicable to the restricted stock or RSUs such as continued service or achievement of performance goals; the length of the restriction period (subject to the one-year minimum described above) and whether any circumstances, such as death, disability, or a change in control, shorten or terminate the restriction period; the rights of the participant during the restriction period to vote and receive dividends in the case of restricted stock or to receive dividend equivalents in the case of RSUs that accrue dividend equivalents (subject to the limitations described below); and whether RSUs will be settled in cash, shares of the Company’s common stock or any combination thereof. Generally, a participant who receives a restricted stock award will have (during and after the restriction period), all of the rights of a stockholder of the Company with respect to that award, including the right to vote the shares and the right to receive dividends and other distributions to the extent, if any, such shares possess such rights and subject to the limitations described in this paragraph. However, any dividends and other distributions payable on shares of restricted stock during the restriction period shall be either automatically reinvested in additional shares of restricted stock or paid to the Company for the account of the participant, in either case subject to the same vesting restrictions as the underlying award. All terms and conditions for the payment of dividends and other distributions will be included in the award agreement and, to the extent required, comply with the requirements of Section 409A. A participant receiving an RSU award will not possess voting rights and will accrue dividend equivalents on such units only to the extent provided in the award agreement evidencing the award; provided, however, that any rights to dividend equivalents on such RSU award will be subject to the same vesting restrictions as the underlying award. All terms and conditions attached to the dividends equivalent rights will be included in the award agreement and, to the extent required, comply with the requirements of Section 409A. Stock Options. An option provides the participant with the right to buy a specified number of shares at a specified price (referred to in this proxy statement as the exercise price) after certain conditions have been met. The Committee may grant both NQSOs and ISOs under the 2026 Equity Plan. The tax treatment of NQSOs is different from the tax treatment of ISOs as explained below. The Committee will determine and specify in the award agreement evidencing an option whether the option is an NQSO or ISO, the number of shares subject to the option, the exercise price of the option and the period of time during which the option may be exercised, any restrictions applicable to the option such as continued service, the length of the restriction period (subject to the one-year minimum described above) and whether any circumstances, such as death, disability, or a change in control, shorten or terminate the restriction period. Generally (except as otherwise described in the 2026 Equity Plan), no option can be exercisable more than 10 years after the date of grant and the exercise price of a stock option must be at least equal to the fair market value of a share on the date of grant of the option. However, with respect to an ISO granted to a participant who is a stockholder holding more than 10% of the Company’s total voting stock, the ISO cannot be exercisable more than five years after the date of grant and the exercise price must be at least equal to 110% of the fair market value of a share on the date of grant. ISOs cannot be granted under the 2026 Equity Plan after March 19, 2036. Options will have no dividend equivalent rights. A participant may pay the exercise price under an option in cash; in a cash equivalent approved by the Committee; if approved by the Committee, by tendering previously acquired shares (or delivering a certification or attestation of ownership of such shares) having an aggregate fair market value at the time of exercise equal to the total option exercise price (provided that the tendered shares must have been held by the participant for any period required by the Committee); if approved by the Committee, by cashless exercises as permitted under the Federal Reserve Board’s Regulation T; by any other means which the Committee determines to be consistent with the 2026 Equity Plan’s purpose and applicable law; or by a combination of these payment methods. No shares will be delivered to an optionee until the full option exercise price has been paid. Performance Shares and Units. If Performance Shares or Units are granted, the Committee will specify the terms of any performance share or performance unit award in the accompanying award agreement. A performance share will have an initial value equal to the fair market value of a share on the date of grant. A performance unit will have an initial value that is established by the Committee at the time of grant. In addition to any non-performance terms applicable to the performance share or performance unit, the Committee will set one or more performance goals which, depending on the extent to which they are met, will determine the number or value of the performance share or unit that will be paid out to the participant. The Committee may provide for payment of earned performance shares/units in cash, shares of the Company’s common stock, other Company securities or any combination thereof. The Committee will also specify any restrictions applicable to the performance share or performance unit award such as continued service, the length of the restriction period (subject to the one-year minimum described above) and whether any circumstances, such as death, disability, or a change in control, shorten or terminate the restriction period. Performance shares/units will not possess voting rights and will accrue dividend equivalent rights only to the extent provided in the award agreement evidencing the award; provided, however, that rights to dividend equivalents are permitted only to the extent they comply with, or are exempt from, Section 409A of the Code (referred to in this proxy statement as Section 409A). Any rights to dividends or dividend equivalents on performance shares/units or any other award subject to performance conditions will be subject to the same restrictions on vesting and payment as the underlying award.
Change in Control
Change in Control The Committee may, in its sole discretion, provide that any time-based vesting requirement applicable to an award shall be deemed satisfied in full in the event that both a change in control occurs and a cessation of the participant’s employment occurs, or if the surviving entity in such change in control does not assume or replace the award. With respect to an award that is subject to one or more performance objectives, the Committee may, in its sole discretion, provide that in the event of a change in control, any full or prorated award will be paid under the circumstances described in the previous sentence before any or all of the applicable performance objectives of the award are certified (or without regard to whether they are certified).
Amendment and Termination
Amendment and Termination The Company’s Board of Directors or the Committee may at any time terminate and from time to time amend the 2026 Equity Plan in whole or in part, but no such action will materially adversely affect any rights or obligations with respect to any awards previously granted under the 2026 Equity Plan unless such action is required by applicable law or any listing standards applicable to the Company’s common stock or the affected participants consent in writing. To the extent required by Section 422 of the Code, other applicable law, or any such listing standards that the stockholders are required to approve a specific type of amendment to the 2026 Equity Plan, no amendment shall be effective unless approved by the stockholders of the Company. The Committee may amend an outstanding award agreement in a manner not inconsistent with the terms of the 2026 Equity Plan, but the amendment will not be effective without the participant’s written consent if the amendment is materially adverse to the participant. However, the Committee cannot reduce the exercise price of an outstanding award or cancel outstanding stock options with per share exercise prices that are more than the fair market value at the time of cancellation in exchange for cash, other awards, or stock options with an exercise price less than the original options’ exercise price without stockholder approval, except in accordance with the adjustment provisions of the 2026 Equity Plan (as described above) or in connection with a change in control. In addition, except for adjustments under the 2026 Equity Plan’s adjustment provisions or as approved by the Company’s stockholders, neither the Committee nor the Board of Directors can reduce the option exercise price of an outstanding stock option, whether through amendment, cancellation, replacement grants or other means.
Equity Compensation Plan Information
Equity Compensation Plan Information The following table provides information about our equity compensation plans as of December 31, 2025.
Equity Compensation Plan Information
| Plan category | Number of securities to be issued upon exercise of outstanding, options, warrants, and rights (a) | Weighted-average exercise price of outstanding options, warrants, and rights (b) | Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a))(c) | | Equity compensation plans approved by security holders | 878,416 | $14.50 | 19,335 | | Equity compensation plans not approved by security holders | -- | -- | -- | | Total | 878,416 | $14.50 | 19,335 |
Summary Compensation Table
Summary Compensation Table The following information is furnished for all individuals serving as the principal executive officer of NorthEast Community Bancorp for the most recently completed fiscal year and our next two most highly compensated executive officers whose total compensation for the year ended December 31, 2025 exceeded $100,000.
Summary Compensation Table
| Name | Year | Salary ($) | Bonus ($) | Stock Awards ($) | Option Awards ($) | Non-Equity Incentive Plan Compensation ($)(1) | All Other Compensation ($)(2) | Total ($) | | Kenneth A. Martinek | 2025 | 670,000 | — | — | — | 463,213 | 126,466 | 1,259,679 | | Chairman and Chief | 2024 | 650,000 | — | — | — | 390,000 | 105,500 | 1,145,500 | | Executive Officer | | | | | | | | | | Jose M. Collazo | 2025 | 556,000 | — | — | — | 384,398 | 104,425 | 1,044,823 | | President and Chief | 2024 | 540,000 | — | — | — | 270,000 | 87,724 | 897,724 | | Operating Officer | | | | | | | | | | Donald S. Hom | 2025 | 360,000 | | | | 177,779 | 66,553 | 604,332 | | Executive Vice | 2024 | 350,000 | — | — | — | 175,000 | 62,370 | 587,370 | | President and Chief Financial Officer | | | | | | | | |
Summary Compensation Table
| (1) Represents non-discretionary, performance-based cash payments earned by each named executive officer during each year presented under the Company’s annual incentive program, which is described below under “Short-Term Incentives.” |
Summary Compensation Table
| (2) Details of the amounts reported in “All Other Compensation” for fiscal 2025 are provided in the table below. All perquisites, which, in the aggregate, were less than $10,000 for an individual were excluded from “All Other Compensation.” |
Summary Compensation Table
| | Mr. Martinek | Mr. Collazo | Mr. Hom | | Employee stock ownership plan allocations | 82,698 | 70,163 | 53,159 | | Automobile Allowance | — | 12,000 | — | | Life Insurance (Imputed Income) | 12,207 | 2,178 | — | | Dividends/Interest on Restricted Stock | 31,561 | 20,084 | 12,194 | | Medical Opt-Out Policy Benefit | — | — | 1,200 |
Grants of Plan Based Awards
Grants of Plan Based Awards No equity grants were made in 2025 to the Company’s named executive officers.
Outstanding Equity Awards at 2025 Fiscal Year End
Outstanding Equity Awards at 2025 Fiscal Year End The following table shows information regarding all unvested equity awards held by our NEOs on December 31, 2025.
Outstanding Equity Awards at 2025 Fiscal Year End
| | Option Awards | | | | | | | | Name | Grant Date | Number of Underlying Unexercised Stock Options Exercisable(1) | Number of Underlying Unexercised Stock Options Unexercisable(1) | Option Exercise Price | Option Expiration Date | Number of Shares of Restricted Stock Not Vested(2) | Market Value of Shares or Units of Restricted Stock Not Vested(3) | | Kenneth A. Martinek | 11/17/2022 | 129,150 | 86,100 | $14.08 | 11/17/2032 | 34,440 | $778,688 | | Jose M. Collazo | 11/17/2022 | 82,187 | 54,790 | 14.08 | 11/17/2032 | 21,916 | 495,520 | | Donald S. Hom | 11/17/2022 | 48,899 | 33,265 | 14.08 | 11/17/2032 | 13,307 | 300,871 |
Outstanding Equity Awards at 2025 Fiscal Year End
| (1) Represents stock options granted pursuant to the 2022 Equity Incentive Plan that vest in five approximately equal annual installments commencing on 11/17/2023, subject to continued employment. |
Outstanding Equity Awards at 2025 Fiscal Year End
| (2) Represents stock awards granted pursuant to the 2022 Equity Incentive Plan that vest in five approximately equal annual installments commencing on 11/17/2023, subject to continued employment. |
Outstanding Equity Awards at 2025 Fiscal Year End
| (3) Based on the Company’s closing stock price of $22.61 on December 31, 2025. |
Outstanding Equity Awards at 2025 Fiscal Year End
Short-Term Incentives. Annual Incentive Plan. The Company maintains an annual cash incentive plan which is designed to align the interests of our officers with the overall performance of the Company, including our named executive officers (“2025 Annual Incentive Plan”). Participants in the plan are eligible to earn a target incentive award for a calendar year which is defined as a percentage of the participant’s base salary. Awards for the named executive officers are approved by the Compensation Committee and the Board of Directors. In designing the 2025 Annual Incentive Plan, the Compensation Committee reviewed our 2024 Business Plan approved by our Board of Directors and the key performance measures for the Company and information related to the peer group for the Company and retained an independent compensation consultant to assist it in designing the plan. The 2025 Annual Incentive Plan provides Messrs. Martinek, Collazo, and Hom with a target incentive award opportunity equal to 35%, 35% and 35%, respectively, of their base salaries. In addition to the performance metrics, the 2025 Annual Incentive Plan contains a credit quality modifier as a measure of minimum acceptable credit quality to be used within the plan as a payout modifier. These incentive award opportunities and performance metrics under the 2025 Annual Incentive Plan are in line with the Company’s compensation philosophy of paying market competitive compensation in line with each executive’s roles and responsibilities at the Company and the Bank and aligning pay with performance. The actual incentive awards under the 2025 Annual Incentive Plan were determined in accordance with performance under the following metrics (and the respective weighting for each metric):
Outstanding Equity Awards at 2025 Fiscal Year End
| 2025 Performance Measures | Weighting | | Return on Average Assets | 30% | | Pre-Tax, Pre-Provision Net Income | 30% | | Efficiency Ratio | 20% | | Discretionary(1) | 20% | | Total | 100% |
Outstanding Equity Awards at 2025 Fiscal Year End
| (1) The discretionary metric is designed to evaluate individual and Company performance not addressed in the other performance metrics. |
Outstanding Equity Awards at 2025 Fiscal Year End
The following table summarizes the thresholds, targets, and maximum parameters and actual 2025 performance for each of the applicable financial metrics selected under the 2025 Annual Incentive Plan:
Outstanding Equity Awards at 2025 Fiscal Year End
| 2025 Performance Goals(1) | Threshold Parameter (Dollars in Millions) | Target Parameter (Dollars in Millions) | Stretch Parameter (Dollars in Millions) | 2025 Actual Performance (Dollars in Millions) | | Return on Average Assets | 1.58% | 1.86% | 2.14% | 2.21% | | Pre-Tax, Pre-Provision Net Income | $46,443 | $54,639 | $62,835 | $62,161 | | Efficiency Ratio | 45.22% | 43.07% | 40.92% | 40.70% | | Discretionary | 1 | 3 | 5 | 5 |
Outstanding Equity Awards at 2025 Fiscal Year End
| (1) Payouts earned for intermediate performance levels are determined using straight line interpolation. |
Outstanding Equity Awards at 2025 Fiscal Year End
In order for the NEOs to be eligible to receive full payout under the plan, Non-Performing Loan (“NPL”)/Total Loans had to meet certain acceptable levels. To the extent that NPLs/Total Loans was greater than 3%, any earned award would be reduced by 30% and if NPLs/Total Loans was greater than 5%, all formulaic payouts would be eliminated and any payment under the plan would be discretionary. Non-performing loans to total loans at December 31, 2025 was 0.00%, resulting in no reduction to the calculated award. For purposes of determining the level of achievement for each of the performance measures under the 2025 Annual Incentive Plan, the Compensation Committee reviewed the applicable financial metrics, as derived from our 2025 financial results, and the performance metrics. For the 2025 performance year, the Compensation Committee certified achievement of the pre-established performance measures for the CEO and each of the other NEOs as reflected in the table above. After review and discussion, the successful execution of the strategic objectives in 2025 coupled with the Company’s financial performance, which exceeded that of the prior year, resulted in payouts at the stretch award opportunity, which represented between 197.53% of each NEO’s target 2025 Annual Incentive Plan opportunity, as is set forth below.
Outstanding Equity Awards at 2025 Fiscal Year End
| NEO | Target Opportunity ($) | Payout as a Percent of Target Opportunity (%) | | Kenneth A. Martinek | 234,500 | 197.53% | | Jose M. Collazo | 194,600 | 197.53% | | Donald S. Hom | 90,000 | 197.53% |
Outstanding Equity Awards at 2025 Fiscal Year End
The actual dollar amounts earned by our NEOs in fiscal year 2025 pursuant to the 2025 Annual Incentive Plan, are disclosed in the “Non-Equity Incentive Plan Compensation” column of the Summary Compensation Table below. Discretionary Bonuses. No discretionary bonuses were awarded to our named executives in 2025. Long Term Incentives. Equity Incentive Plan. On September 29, 2022, the stockholders of the Company approved the Company’s 2022 Equity Incentive Plan. The purpose of the 2022 Equity Incentive Plan is to (i) align the interests of the Company’s stockholders and the recipients of awards under the 2022 Equity Incentive Plan by increasing the economic interest of the recipients in the Company’s growth and success; (ii) advance the interests of the Company by attracting and retaining officers, employees, and non-employee directors; (iii) encourage such officers, employees, and non-employee directors to act in the long-term best interests of the Company and its stockholders; and (iv) serve as an integral part of the Company’s compensation philosophy. The 2022 Equity Incentive Plan is administered by the Compensation Committee or such other committee consisting of two or more independent members of the Company’s Board of Directors as may be appointed by the Board of Directors to administer the 2022 Equity Incentive Plan (the “Committee”). Employees of the Company and its subsidiaries, including our named executive officers, and non-employee members of the Company’s and the Bank’s Board of Directors, are eligible for selection by the Committee for the grant of awards under the 2022 Equity Incentive Plan. Employment Agreements with Named Executive Officers. We have entered into employment agreements with each of Messrs. Martinek, Collazo and Hom. The employment agreements provide for a 36-month term. The term of the employment agreements will extend for an additional 12 months on each anniversary of the effective date of the agreements, unless the boards of directors of the Company, the Bank or the named executive officer decides not to extend the term. The Compensation Committee of the Bank’s Board of Directors annually reviews the executives’ base salaries. In addition to base salary, the agreements provide that the executives will be eligible to participate in short-term and long-term incentive compensation, determined and payable at the discretion of the Compensation Committee of the Bank’s Board of Directors. The executives will also be entitled to continue participation in any fringe benefit arrangements in which he was participating on the effective date of the employment agreement. In addition, the agreements provide for reimbursement of reasonable travel and other business expenses incurred in connection with the performance of the executive’s duties. If the executive’s employment is terminated by the Company and the Bank during the term of the agreement, without cause, including a resignation for good reason (as defined in the agreement), but excluding termination for cause or due to death, disability, retirement or following a change in control, the executive would be entitled to a payment equal to a three times the sum of: (i) his annual base salary plus (ii) his target annual bonus in effect on the termination date. The severance payment will be paid to the executive as salary continuation in substantially equal installments over the 36-month period in accordance with the Bank’s customary payroll practices, subject to the receipt of a signed release of claims from the executive within the time frame set forth in the agreement. Assuming the executives elect continued medical and dental coverage under COBRA, the Bank will reimburse the executives in an after-tax amount equal to the monthly COBRA premium paid by the executive for such coverage, less the active employee premium for such coverage. Each executive will be eligible to receive said reimbursement for the earlier of the date the executive is no longer eligible for COBRA, the period of time used to calculate the severance payments, or the date in which the executive becomes eligible to receive substantially similar coverage from another employer. In addition, each executive would receive any unpaid annual bonus for the completed fiscal year and, to the extent there are any outstanding equity plan awards made to the executives, the treatment of such awards upon termination would be determined in accordance with the terms of the applicable equity plan and award agreements. If the executive’s employment is terminated during the term of the agreement by the Company and the Bank without cause, including a resignation for good reason (as defined in the agreements), within 24 months after a change in control (as also defined in the agreements), each executive would be entitled to a payment equal to a multiple of three times of the sum of: (i) his annual base salary (or his base salary in effect immediately before the change in control, if higher) plus (ii) his annual target bonus (or his target bonus in effect immediately before the change in control, if higher). The severance payment will be paid to the executive within 60 days of the termination date in a single lump sum payment. The payment will also include a sum equal to three times his prior year bonus in a lump sum on the date on which the bonus would have been paid to executive but for executive’s termination of employment. In addition, each executive will receive a lump sum payment equal to the cost of providing continued medical and dental coverage for 36 months following termination less the active employee charge for such coverage in effect on the termination date. Further, to the extent there are any outstanding equity plan awards made to executives, the treatment of such awards upon termination would be determined in accordance with the terms of the applicable equity plan and award agreements. For purposes of the executive’s ability to resign and receive a payment under the agreement, “good reason” would include the occurrence of any of the following events: (i) a material reduction in the executive’s base salary, except for reductions proportionate with similar reductions to all other employees; (ii) a material adverse change in executive’s position that results in a demotion in the executive’s status within the Company and the Bank; (iii) a change in the primary location at which the executive is required to perform the duties of his employment with the Company and the Bank to a location that is more than 30 miles from the location of the Bank’s headquarters as of the date of the agreement; or (iv) a material breach by the Company and the Bank of any written agreement between the executive, on the one hand, and any of the Company and the Bank or any other affiliate of the Company, on the other hand, unless arising from the executive’s inability to materially perform his duties contemplated hereunder. The employment agreements provide for a “best net benefits” approach in the event that severance benefits under the agreements or otherwise result in “excess parachute payments” under Section 280G of the Internal Revenue Code of 1986, as amended. The best net benefits approach reduces an executive’s payments and benefits to avoid triggering the excise tax if the reduction would result in a greater after-tax amount to the executive officer compared to the amount the executive officer would receive net of the excise tax if no reduction were made.
Outstanding Equity Awards at 2025 Fiscal Year End
Under the employment agreements, if the executive is terminated due to disability, the employment agreement will terminate and the executive will receive an amount equal to one times the sum of his base salary and target bonus in effect on the termination date less the amount expected to be paid to executive under the Bank long-term disability plan, payable as salary continuation in substantially equal installments over a twelve-month period. For these purposes, disability will occur on the date on which the insurer or administrator of the Bank’s long-term disability insurance determines that executive is eligible to commence benefits under such insurance. If the executive dies while employed, the employers will pay to his designated beneficiary an amount equal to one time the sum of the executive’s base salary and target bonus in effect on the termination date. Upon retirement of an executive, the executive will be entitled to benefits under any retirement plans to which he is a party but shall not be entitled to any amount or benefits under the employment agreement. The employment agreements provide that, except in the event of a change in control or involuntary termination of employment for reasons other than cause, the executives are each subject to a one-year non-compete in the event their employment is terminated. The employment agreements further require that the executives not solicit business, customers or employees of the Company and the Bank for a 12-month period following termination (other than a termination of employment following a change in control) and require the executives to maintain confidential information. The Bank will pay or reimburse the executives for all reasonable costs and legal fees paid or incurred by the executives in any dispute or question of interpretation relating to the employment agreement if the executive is successful on the merits in a legal judgment, arbitration or settlement. The employment agreements also provide that the Company and the Bank will indemnify the executives to the fullest extent legally allowable. To the extent that a payment is made, or a benefit is received from the Bank, the same payment or benefit will not be paid or received from the Company.
Retirement Benefits
Retirement Benefits NorthEast Community Bank Employee Stock Ownership Plan. The ESOP is a tax-qualified defined contribution plan for all employees of the Bank who are 18 years of age or older and have completed one year of service with the Bank. Eligible employees can begin participation in the ESOP on the entry date (January 1 or July 1) that coincides or immediately follows their satisfaction of the ESOP eligibility requirements. All named executive officers participate in the ESOP. In connection with the completion of the Bank’s second-step conversion offering on July 12, 2021, the ESOP purchased an additional 782,726 shares of NorthEast Community Bancorp’s common stock. The ESOP funded its purchase with a loan from the Company in the amount of $7.8 million (“2021 ESOP Loan”). The loan will be repaid principally through the Bank’s contribution to the ESOP and dividends payable on common stock held by the ESOP over the 15-year term of the loan. The interest rate for the 2021 ESOP loan is 3.25% and the balance of that loan was $5.5 million at December 31, 2025. All shares of the Company’s common stock held by the ESOP prior to the completion of the second step offering and conversion on July 12, 2021 were automatically converted to shares of Company common stock pursuant to the exchange ratio of 1.3400. All shares purchased by the trustees on behalf of ESOP are held in a loan suspense account. Shares are released from the loan suspense account on a pro rata basis, as the Bank makes contributions to the ESOP sufficient to repay principal and interest on the loan. As shares are released from the loan suspense account, they will be allocated among participants on the basis of each participant’s proportional share of compensation. Participants vest ratably in their ESOP benefits over a six-year period. Participants also become fully vested in their account balances upon normal retirement, death or disability, a change in control, or the termination of the plan. Participants may generally receive distributions from the plan upon separation from service. Any unvested shares forfeited upon a participant’s termination of employment will be reallocated among the remaining participants, in accordance with the terms of the plan. The ESOP permits a participant to direct the trustee as to how to vote the shares of common stock allocated to his or her account. The trustee votes unallocated shares and allocated shares for which participants do not provide instructions on any matter in the same ratio as those shares for which participants provide instructions, subject to fulfillment of the trustee’s fiduciary responsibilities. Under applicable accounting requirements, the Bank will record compensation expense for the ESOP at the fair market value of the shares as they are committed to be released from the unallocated suspense account to each participant’s account. The compensation expense resulting from the release of the common stock from the suspense account and allocation to plan participants will result in a corresponding reduction in our earnings. NorthEast Community Bank 401(k) Retirement Savings Plan (“401(k) Plan”). The 401(k) Plan is a tax-qualified defined contribution plan for all employees of the Bank who are 18 years of age or older and completed one year of service with the Bank. All named executive officers are eligible to participate in the 401(k) Plan. Eligible employees may contribute to the plan on a pre-tax basis, subject to limitations imposed by the Internal Revenue Code. For 2025, the limit is $23,000; provided, however, that participants over age 50 may contribute an additional $7,500 in “catch-up” contributions to the plan. Under the plan, the Bank may make discretionary matching contributions of 100% of the amount deferred, up to a maximum of 5% of each participant’s compensation, to the accounts of all participants, as well as discretionary profit-sharing contributions to the accounts of participants who are employed on the last day of the year and have completed at least 1,000 hours of service during the year. The Bank provided no matching contributions in 2025. Participants are always 100% percent vested in their salary deferrals; participants vest in the Bank’s matching and profit-sharing contributions at the rate of 20% per year following completion of their first year of service. Supplemental Executive Retirement Plan. The Bank maintains a supplemental executive retirement plan that provides for the payment of supplemental retirement benefits to Kenneth Martinek and Jose Collazo upon their termination of employment on or after the normal retirement age of 65. The normal retirement benefit under the supplemental executive retirement plan equals 50% of the executive’s average base salary over the three-year period preceding termination of employment. Upon retirement on or after attaining age 60 and completing a minimum of 20 years of service, the executive is eligible to receive an early retirement benefit equal to the normal retirement benefit, reduced by 0.25% for each month by which the executive’s age at termination is less than age 65. No benefit is payable under the supplemental executive retirement plan upon termination of employment prior to age 60, unless the termination is due to death, disability, or a change in control, as discussed below. Upon early or normal retirement, the executive receives the annual retirement benefit in equal monthly installments for the greater of the executive’s lifetime or 15 years immediately following the participant’s normal or early retirement or, in the case of disability, commencing at age 65. If a participant dies while receiving benefits under the plan, the executive’s beneficiary continues to receive any remaining installment payments (up to 15) due from the plan. If the executive dies while actively employed, his beneficiary receives an actuarially equivalent lump sum calculated as if the executive had attained normal retirement age immediately prior to death. If the executive has attained age 65 or is eligible for an early retirement benefit, he receives the applicable benefit upon termination of employment due to disability. If the executive is not eligible for an early or normal retirement benefit, the disability benefit under the plan is calculated as if the executive attained normal retirement age immediately prior to termination of employment. Upon termination of employment in connection with a change in control, the executive will receive a lump sum payment that is actuarially equivalent to the normal retirement benefit, calculated as of the date of termination and without regard to the participant’s age at termination. No benefits are payable under the supplemental executive retirement plan upon a participant’s termination for cause (as defined in the plan).
DIRECTOR COMPENSATION
DIRECTOR COMPENSATION
DIRECTOR COMPENSATION
| Name | Fees Earned or Paid in Cash ($) | Stock Awards ($) | Option Awards ($) | Nonqualified Deferred Compensation Earnings ($) | All Other Compensation (1)(2) ($) | Total ($) | | Diane B. Cavanaugh | 62,300 | — | — | — | 4,671 | 66,971 | | Charles M. Cirillo | 74,300 | — | — | — | 4,671 | 78,971 | | Eugene M. Magier | 59,300 | — | — | — | 4,671 | 63,971 | | John F. McKenzie | 59,300 | — | — | — | 4,671 | 63,971 | | Joel L. Morgenthau | 54,300 | — | — | — | — | 54,300 | | Linda M. Swan (3) | 53,300 | — | — | — | 34,878 | 88,178 | | Kenneth H. Thomas | 60,300 | — | — | — | 4,671 | 64,971 |
DIRECTOR COMPENSATION
| (1) Represents dividends and interest on restricted stock awards. |
DIRECTOR COMPENSATION
| (2) Represents payments received by Ms. Swan under the Outside Directors Retirement Program of $34,878 which are related to her prior tenure on, and 2015 retirement from, the Board of Directors of the Company and the Bank and interest on restricted stock awards of $3. |
DIRECTOR COMPENSATION
| (3) Ms. Swan retired as a director of the Company effective January 20, 2026. |
DIRECTOR COMPENSATION
Director Board Fees. Each director of the Bank also serves on the Board of Directors of the Company. Each non-employee director of the Bank receives a $5,375 quarterly retainer plus $1,525 per meeting attended and, for service on the Board of Directors of the Company, also receive a $1,000 quarterly retainer plus $750 per meeting attended. The Chairs of the Compensation and Nominating/Corporate Governance Committees of the Board of Directors of the Company receive a quarterly retainer of $1,250 and each member of the committees receive $500 for each meeting attended. The Chair of the Audit Committee receives a quarterly retainer of $4,000 and each member of the committee receives $1,000 per meeting attended and $1,500 for the annual audit scope meeting of the Audit Committee. Directors also receive a fee of $1,000 per day for attendance at the strategic planning meeting of the Company and the Bank. Directors’ Deferred Compensation Plan. The Bank has a deferred compensation plan for directors of the Bank. Directors may elect on or before December 31st each year to defer all or part of their fees earned during the following year into the plan. The Bank credits fee deferrals with interest annually based on the prevailing rate on its 60-month certificate of deposit. Directors remain fully vested at all times in the fees deferred under the plan and the interest credited on their deferrals. Distributions from the plan are made in cash and may commence on a specified payment date or pursuant to a fixed payment schedule elected by the director. Generally, directors may receive distributions from the deferred compensation plan only following their separation from service, disability or death, upon a change in control, or upon the occurrence of an unforeseeable emergency. Each participating director may designate a beneficiary to receive payment of any amounts due from the plan upon the director’s death. Outside Director Retirement Plan. The Bank maintains the NorthEast Community Bank Outside Director Retirement Plan to provide non-employee directors with long standing service with a supplemental retirement benefit. All current non-employee directors are participants in the plan. Participating directors are entitled to receive a retirement benefit calculated based on years of service and director fees paid during the 12 completed calendar months preceding a director’s termination of service multiplied by a vesting percentage. Participating directors with less than 10 years of service will receive no benefit under the plan. Participating directors with 10 years but less than 15 years of service will receive a benefit based on 50% of the total directors’ fees paid during the 12 completed calendar months preceding the director’s termination. Participating directors with 15 years but less than 20 years will receive 75% of the total directors’ fees paid during the 12 completed calendar months preceding the director’s termination. Participating directors with 20 or more years of service will receive a benefit calculated using 100% of the director fees paid during the 12 months preceding the director’s termination. Participating directors vest in their retirement benefit at a rate of 20% per year for years of service after January 1, 2006. The annual director retirement benefit is generally paid monthly over a 120-month period following the month in which a director terminates his service on the Board of Directors. In the event a participating director dies while in pay status, the director’s beneficiary will receive his or her remaining installments beginning in the month immediately following the director’s death. In the event a participating director is terminated in connection with a change in control (as defined in the plan), the director will receive a lump sum payment equal to the actuarial equivalent of the director’s monthly benefit. In the event a participating director is removed from the board of directors for cause, the director will forfeit all rights and benefits under the plan. Stock-Based Deferral Plan. In 2021, the Company established a stock-based deferral plan for certain eligible officers and directors. Under the terms of the stock-based deferral plan, participants were permitted to make a one-time election to transfer all or a portion of their account balances from the director plans into the stock-based deferral plan to purchase common stock in the Company’s second stop conversion offering. The stock-based deferral plan also permitted eligible officers and members of the board to make an election within 30 days of the effective date of the plan to defer future compensation into the plan and invest the deferrals in Company common stock.