DEF 14A of Ponce Financial Group, Inc., Apr 22, 2026

DEF 14A of Ponce Financial Group, Inc.

Filed Apr 22, 2026 · FY20250001193125-26-168750

Open on EDGAR

  1. PROPOSAL I — ELECTION OF DIRECTORS

    PROPOSAL I — ELECTION OF DIRECTORS Our Board of Directors is currently comprised of seven members. Our Bylaws provide that directors are divided into three classes as nearly equal in number as possible, with one class of directors elected annually. Three directors have been nominated for election at the Annual Meeting to serve for a three-year period and until their respective successors shall have been elected and qualified. The Board of Directors has nominated Steven A. Tsavaris, James Perez and Marlene Cintron to serve as directors for three-year terms, in order to comply with the above referenced Bylaw provision. Each nominee is currently a director of Ponce Financial Group, Inc. The following sets forth certain information regarding the nominees, the other current members of our Board of Directors, and executive officers who are not directors, including the terms of office of board members. It is intended that the proxies solicited on behalf of the Board of Directors (other than proxies in which the vote is withheld as to any nominee) will be voted at the Annual Meeting for the election of the proposed nominees. If a nominee is unable to serve, the shares represented by all such proxies will be voted for the election of such substitute as the Board of Directors may determine. At this time, the Board of Directors knows of no reason why any of the nominees might be unable to serve, if elected. Except as indicated herein, there are no arrangements or understandings between any nominee or continuing director and any other person pursuant to which such nominee or continuing director was selected. Age information is as of April 15, 2026, and number of years of service as a director includes service with Ponce Bank and Ponce Financial Group, Inc.'s predecessor entities. With respect to directors and nominees, the biographies contain information regarding the person’s business experience and the experiences, qualifications, attributes or skills that caused the Board of Directors to determine that the person should serve as a director. Each director of Ponce Financial Group, Inc. currently is also a director of Ponce Bank.

  2. Directors

    Directors The following table sets forth certain information with respect to current directors, based upon information furnished by each director.

  3. Directors

    | | | | | Director | Term | | Name | Age | Position(s) | Independent | Since | Expires | | Steven A. Tsavaris | 76 | Director and Executive Chairman of the Board | No | 1990 | 2026 | | James Perez | 53 | Director | Yes | 2022 | 2026 | | Marlene Cintron | 75 | Director | Yes | 2026 (1) | 2026 | | James C. Demetriou | 79 | Director | Yes | 2009 | 2027 | | Nick R. Lugo | 83 | Director | Yes | 1999 | 2027 | | Maria Alvarez | 61 | Director | Yes | 2019 | 2028 | | Carlos P. Naudon | 75 | Director, President and Chief Executive Officer | No | 2014 | 2028 |

  4. Directors

    (1) Ms. Cintron was appointed to the Board in March 2026. She was appointed following the death of William Feldman, who previously served as a director. The following directors of Ponce Financial Group, Inc. have terms expiring in 2029: Steven A. Tsavaris. Mr. Tsavaris, age 76, has served as a director since 1990. In 2013, Mr. Tsavaris became Chairman of the Board and Chief Executive Officer of Ponce De Leon Federal Bank (the predecessor of Ponce Bank). Mr. Tsavaris currently serves as Executive Chairman, a salaried officer, of Ponce Bank. Mr. Tsavaris is Chairman of the Board and Executive Chairman, a salaried officer, of Ponce Financial Group, Inc. Mr. Tsavaris joined Ponce De Leon Federal Bank as an Executive Vice President in 1995, became President in 1999, and was made Chief Executive Officer in 2011. Mr. Tsavaris is the Chairman of the Board of Directors of the Foundation. His prior banking experience includes service with the National Bank of North America and the Bank Services Division of Litton Industries. Mr. Tsavaris is a U.S Army veteran and a graduate of City College of New York. Mr. Tsavaris is an experienced real estate investor and an active member of various community and philanthropic organizations, including the Southern Boulevard Chamber of Commerce, New York City Area Policy Board (Chairman), SOBO Business Improvement District (Treasurer) and the Neighborhood S.H.O.P.P. Program. He served as a trustee of the Westchester Medical Center, a then affiliate of Columbia-Presbyterian Hospital and was chairman of its audit committee. Qualifications: We believe that Mr. Tsavaris banking and real estate experience renders him qualified to serve as one of our directors. His lengthy leading role at Ponce Bank provides invaluable institutional and community perspectives. He brings reliable experience from prior service in cross border payments and international remittances. James Perez. Mr. Perez, age 53, was appointed a director in March of 2022. He is a real estate developer and retail business owner in the New York/New Jersey community. Mr. Perez is the owner of three family shoe stores and a shoe wholesale company with several major brands known worldwide. Mr. Perez has had a banking relationship with Ponce Bank for over 32 years. Qualifications: We believe that Mr. Perez’s real estate and small business experience qualifies him to serve as one of our directors. His executive role in a company that is actively engaged in digital marketing and Internet sales provides valuable insights into emerging markets. Marlene Cintron. Ms. Cintron, age 75, has served as a director of Ponce Financial Group, Inc. since March 26, 2026 and a director of Ponce Bank since October 23, 2025. In 2021, Ms. Cintron was appointed by President Joseph R. Biden to serve as the U.S. Small Business Administration’s (SBA) Region 2 Administrator, overseeing New York, New Jersey, Puerto Rico, and the U.S. Virgin Islands. In that role, she championed efforts to expand small-business contracting, exporting, and access to technical assistance. She completed her federal service in January 2025. Previously, Ms. Cintron began her career working for notable public officials, including serving as New York Chief of Staff to Congressman Robert Garcia, Director of Latino Affairs for Mayor David Dinkins, and Director of the New York Office of Puerto Rican Affairs for Governor Pedro Rosselló. She also served as Executive Director of the New York State Senate Puerto Rican and Latino Caucus, where she helped shape statewide policy affecting Latino communities. As the President of the Bronx Overall Economic Development Corporation (BOEDC) from 2011 to 2021, Ms. Cintron led a period of transformational growth for the Bronx alongside then Bronx Borough President Ruben Diaz Jr. Qualifications: We believe Ms. Cintron’s expertise in economic development, public policy, and community-focused investment aligns perfectly with Ponce Bank’s mission. Her strong understanding of lending and SBA lending in particular will serve the board well. Her law degree from the Georgetown University Law Center, provides a strong foundation on legal principles, ethical standards and regulatory compliance. Maria Alvarez. Ms. Alvarez, age 61, has served as a director since 2019. Ms. Alvarez is a member of the Board of Directors of the Ponce DeLeon Foundation. Ms. Alvarez is and has been the Executive Director of the New York StateWide Senior Action Council, Inc. since 2010. Since 2008, Ms. Alvarez has also been the Executive Director of the Brooklyn-wide Interagency Council on Aging Educational Fund, Inc. Qualifications: We believe that Ms. Alvarez’s extensive experience in public advocacy, funding of non-profit community services entities, marketing to target populations and governance renders her qualified to serve as one of our directors. Further, her current service as a Chief Executive Officer brings to our Board of Directors greater understanding of the respective roles and responsibilities of management and independent directors. Carlos P. Naudon. Mr. Naudon, age 75, has served as a director since 2014. Mr. Naudon served as President and Chief Operating Officer of Ponce De Leon Federal Bank (the predecessor of Ponce Bank) beginning in 2015 and presently serves as President and Chief Executive Officer of Ponce Bank, N.A. Mr. Naudon is President and Chief Executive Officer of Ponce Financial Group, Inc. Mr. Naudon is a member of the Board of Directors of the Foundation. Prior to becoming President of Ponce De Leon Federal Bank, Mr. Naudon served as a consultant and regulatory counsel to Ponce De Leon Federal Bank. Mr. Naudon owns Banking Spectrum, Inc., now a banking publishing company, formerly a bank consulting company. Until 2015, Mr. Naudon was a partner in the law firm of Allister & Naudon. Both of the foregoing firms were established in 1984 to provide services to banking institutions. Mr. Naudon, a retired CPA, was Of Counsel to the law firm Cullen & Dykman from 2015 to 2019. Mr. Naudon has also previously served in many board positions at other companies, public and private. Before retiring from his consulting and law firms in 2015, Mr. Naudon was a frequent lecturer and speaker on banking issues, corporate governance, quality assurance and performance improvements. Mr. Naudon has current and previous service in various healthcare and community organizations and serves on the board of the Brooklyn Hospital Center of which he was the Chairman of the Board until 2018. Mr. Naudon is a member of the New York City Hispanic Chamber of Commerce and other professional associations. Mr. Naudon is a member of the boards and committees of various banking trade associations and regulatory advisory councils, including serving as Chairman of the Community Development Bankers Association, Past Chairman of the Minority Institutions Council of the Independent Community Bankers Association of America, member of the Community Banks Advisory Council of the Federal Reserve Bank of New York and, until it was dissolved, Chairman of the Community Bank Advisory Council of the Consumer Financial Protection Bureau. Mr. Naudon is a graduate of University of Maryland (BA), the University of Rochester (MBA) and Brooklyn Law School (JD). Qualifications: We believe that Mr. Naudon’s experiences uniquely qualify him to serve as one of our directors. He has extensive experience, as a director and executive, with guiding companies post IPOs and mutual-to-stock conversions, such as we are undergoing. His long history in banking as regulatory counsel provides perspectives on regulatory trends and expectations. His deep experience in technology and core systems for banks provides incalculable value in guiding our technology plans and oversight of core vendors.

  5. Directors

    James C. Demetriou. Mr. Demetriou, age 79, has served as a director since 2009. Mr. Demetriou is a member of the Board of Directors of the Foundation. Mr. Demetriou is the President and Chief Executive Officer of First Management Corp., a property management company located in Astoria, New York, established in 1985 and which has a portfolio of over 130 residential, cooperative, condominium and commercial buildings. Mr. Demetriou is also a partner in the accounting firm, J. Demetriou & Co., established in 1970. In addition, Mr. Demetriou has been a New York licensed real estate broker and sponsoring broker of Archway Realty, Inc., in Astoria, New York since 1985. Furthermore, Mr. Demetriou is the President and Founder of Foxx Capital Funding, Inc. a New York licensed mortgage broker established in 1999. Mr. Demetriou has invested in certain real estate holdings and other investments with Mr. Tsavaris, among other persons. Qualifications: We believe that Mr. Demetriou’s experience in the management of large rental residential buildings renders him qualified to serve as one of our directors, given our significant portfolio of mortgages of such buildings. His leading role in the accountancy of such buildings and of small businesses brings us direct knowledge and experience in interpreting financial statements. Nick R. Lugo. Mr. Lugo, age 83, has served as a director since 1999 and serves as Vice Chairman of the Board of Directors of Ponce Financial Group, Inc. and Ponce Bank. Mr. Lugo is a member of the Board of Directors of the Foundation. Mr. Lugo is an investor in real estate properties located in the New York area and holds these investments in several limited liability companies. Mr. Lugo is also President of Nick Lugo Travel Corp., which he founded in 1980. In addition, Mr. Lugo is also the owner and publisher of LaVoz Hispana, a weekly newspaper. Mr. Lugo also founded in 2006 the New York City Hispanic Chamber of Commerce and serves as its Chairman and President. Mr. Lugo is a Director of the Southern Boulevard Business Improvement District. Qualifications: We believe that Mr. Lugo’s experience in real estate and media renders him qualified to serve as one of our directors. His marketing acumen and community advocacy experience are reliable resources. His community stature is well recognized by elected officials and community leaders.

  6. Executive Officers Who are Not Directors

    Executive Officers Who are Not Directors Sergio J. Vaccaro, Mr. Vaccaro, age 50, was appointed Executive Vice President and Chief Financial Officer of Ponce Financial Group, Inc. and the Bank, effective June 1, 2022. Since 2013, Mr. Vaccaro held a variety of roles at HSBC‎, most recently as CFO of Private Bank Americas from 2015 to May 2022. Prior to this role, he held the following roles with HSBC: Head of Financial Planning and Analysis from 2016 to 2018 (dual role) and Deputy CFO of Private Bank from 2013 to 2015. Prior to his roles with HSBC, Mr. Vaccaro held senior roles at Morgan Stanley and Citigroup. He majored in Accounting at the University of Buenos Aires and has an MBA from Cornell University. Luis Gerardo Gonzalez, Jr. Mr. Gonzalez, age 43, was appointed Executive Vice President and Chief Operating Officer of Ponce Financial Group, Inc. and the Bank, effective April 1, 2022. Mr. Gonzalez previously held a variety of roles at the Office of the Comptroller of the Currency (“OCC”)‎, including Team Leader / Supervisory National Bank Examiner, as well as Acting Assistant Deputy Comptroller. Mr. Gonzalez received his commission as a National Bank Examiner in 2012 and has over 15 years of experience with the OCC. He is a graduate of The University of Texas at El Paso. Ioannis Kouzilos. Mr. Kouzilos, age 47, is currently the Executive Vice President, Chief Lending Officer of Ponce Financial Group, Inc. and the Bank. He joined the Bank in July, 2013 and has managed a number of departments, primarily focusing on asset quality, credit risk, asset recovery and lending operations. In March 2017 he assumed his current position, leading the Bank in business development and loan growth. His prior experience mostly focused on community banking includes Alma Bank and Marathon National Bank. He holds a graduate degree from University of Wales in Banking and Finance and a BA(Hons) in Business Economics from Ashcroft Business school/John Ruskin University (Cambridge Campus). Madeline Marquez. Ms. Marquez, age 69, is currently the Executive Vice President and Chief External Affairs Officer of Ponce Financial Group, Inc. and the Bank. Ms. Marquez joined Ponce Bank in February 2017 and led Ponce Bank’s successful designation as a U.S. Small Business Administration (SBA) lender and as a Certified Community Development Financial Institution (CDFI). In this role, Ms. Marquez oversees the Bank’s Community Reinvestment Act (CRA) strategy, Community Affairs, CDFI initiatives, Community Development programming, and the Non‑Profit Initiative and leads Government Affairs. Betty Y. Campiz, Ms. Campiz, age 38, was appointed Executive Vice President and Chief Banking Officer of Ponce Financial Group, Inc. and the Bank, effective January 22, 2026. Ms. Campiz previously held a variety of roles at Ponce Bank, most recently as SVP and Director of Community Banking from 2025 to January 2026. Prior to that, she served as SVP and Digital Banking Manager from 2022 to 2025. From 2018 to 2022, Ms. Campiz served as VP, Contact Center Manager and Digital Banking Manager. Earlier in her career, from 2013 to 2017, she held a multi-functional leadership role as IRA, Abandoned Property, and Project Manager of digital transformation. Ms. Campiz is a graduate of Fairfield University in Fairfield, Connecticut. Melissa A. DeLeon, Ms. DeLeon, age 38, was appointed Executive Vice President and Chief Human Resources Officer of Ponce Financial Group, Inc. and the Bank, effective January 22, 2026. Ms. DeLeon has served in progressive human resources leadership roles at the Bank since joining in October 2015 as a Payroll Representative, including Human Resources Officer, Assistant Vice President, Human Resources Manager, Vice President, and Senior Vice President and Human Resources Director, a role she held from January 2022 until her appointment as Executive Vice President, Chief Human Resources Officer. Ms. DeLeon leads the Bank’s people strategy within a regulated financial services environment, overseeing talent development and organizational initiatives supporting growth and performance. Prior to joining the Bank, she had over nine years of experience in retail banking operations. Ms. DeLeon is a graduate of LaGuardia Community College and also studied at Baruch College.

  7. Executive Compensation

    | Summary Compensation Table | | | | | | | | | | | | | | | | | | Nonqualified | | | | | | | | | | Non-Equity | Deferred | | | | | | | | Stock | Option | Incentive Plan | Compensation | All Other | | | | Fiscal | Salary | Bonus | Awards | Awards | Compensation | Earnings | Compensation | Total | | Name and Principal Position | Year | ($) | ($)(1) | ($)(2) | ($)(2) | ($) | ($) | ($)(3) | ($) | | Steven A. Tsavaris, | 2025 | 660,000 | 430,072 | — | — | — | — | 180,433 | 1,270,505 | | Executive Chairman | 2024 | 660,000 | 350,000 | — | — | — | — | 126,626 | 1,136,626 | | Carlos P. Naudon, | 2025 | 674,375 | 491,322 | — | — | — | — | 382,054 | 1,547,751 | | President and Chief Executive Officer | 2024 | 610,625 | 325,000 | — | — | — | — | 250,042 | 1,185,667 | | Sergio J. Vaccaro, | 2025 | 386,568 | 137,500 | 66,550 | 120,800 | — | — | 68,552 | 779,970 | | Executive Vice President and Chief Financial Officer | 2024 | 376,037 | 117,500 | — | — | — | — | 53,853 | 547,390 |

  8. Table of Outstanding Equity Awards at December 31, 2025

    Table of Outstanding Equity Awards at December 31, 2025

  9. Table of Outstanding Equity Awards at December 31, 2025

    | | | | | | | | | | Equity | | | | | | | | | | | Incentive | | | | | | | | | | Equity | Plan | | | | | | | | | | Incentive | Awards: | | | | | Equity | | | | | Plan | Market or | | | | | Incentive | | | | Market | Awards: | Payout | | | | | Plan Awards: | | | | Value of | Number of | Value of | | | | | Number of | | | Number of | Shares or | Unearned | Unearned | | | Number of | Number of | Securities | | | Shares or | Units of | Shares, Units | Shares, Units | | | Securities | Securities | Underlying | | | Units of | Stock | or Other | of Other | | | Underlying | Underlying | Unexercised | Option | | Stock That | That | Rights That | Rights That | | | Unexercised | Unexercised | Unearned | Exercise | Option | Have Not | Have Not | Have Not | Have Not | | | Options (#) | Options (#) | Options | Price | Expiration | Vested | Vested | Vested | Vested | | Name | Exercisable | Unexercisable | (#) | ($) | Date | (#) | ($)(1) | ($) | ($) | | Steven A. Tsavaris | 62,209 | — | — | 9.15 | 12/03/2028 | — | — | — | — | | | 24,000 | —(2) | — | 10.33 | 12/06/2033 | — | — | — | — | | | 24,000 | —(2) | — | 10.52 | 12/06/2033 | — | — | — | — | | | — | 24,000(2) | — | 10.70 | 12/06/2033 | — | — | — | — | | | — | 24,000(2) | — | 10.89 | 12/06/2033 | — | — | — | — | | | — | 24,000(2) | — | 11.08 | 12/06/2033 | — | — | — | — | | | — | — | — | — | — | 126,886(3) | 2,074,586 | — | — | | Carlos P. Naudon | 62,209 | — | — | 9.15 | 12/03/2028 | — | — | — | — | | | 24,000 | —(2) | — | 10.33 | 12/06/2033 | — | — | — | — | | | 24,000 | —(2) | — | 10.52 | 12/06/2033 | — | — | — | — | | | — | 24,000(2) | — | 10.70 | 12/06/2033 | — | — | — | — | | | — | 24,000(2) | — | 10.89 | 12/06/2033 | — | — | — | — | | | — | 24,000(2) | — | 11.08 | 12/06/2033 | — | — | — | — | | | — | — | — | — | — | 126,886(3) | 2,074,586 | — | — | | Sergio J. Vaccaro | 3,000 | —(4) | — | 10.33 | 12/06/2033 | — | — | — | — | | | 3,000 | —(4) | — | 10.52 | 12/06/2033 | — | — | — | — | | | — | 3,000(4) | — | 10.70 | 12/06/2033 | — | — | — | — | | | — | 3,000(4) | — | 10.89 | 12/06/2033 | — | — | — | — | | | — | 3,000(4) | — | 11.08 | 12/06/2033 | — | — | — | — | | | — | 20,000(5) | — | 13.31 | 2/3/2035 | — | — | — | — | | | — | — | — | — | — | 21,000(6) | 343,350 | — | — | | | — | — | — | — | — | 5,000(7) | 81,750 | — | — |

  10. Table of Outstanding Equity Awards at December 31, 2025

    (1) Based on a $16.35 fair market value of Ponce Financial Group, Inc. common stock as of December 31, 2025. (2) Reflects an aggregate of 120,000 premium stock options granted December 7, 2023, of which 72,000 remain unvested. Of the unvested portion, 24,000 stock options will vest and become exercisable on each of December 7, 2026 (at $10.70 exercise price), 2027 (at $10.89 exercise price), and 2028 (at $11.08 exercise price). (3) Includes 42,295 shares that will vest on each of December 7, 2026, 2027 and 2028. (4) Reflects an aggregate of 15,000 premium stock options granted December 7, 2023, of which 9,000 remain unvested. Of the unvested portion, 3,000 stock options will vest and become exercisable on each of December 7, 2026 (at $10.70 exercise price), 2027 (at $10.89 exercise price), and 2028 (at $11.08 exercise price).. (5) Consists of 20,000 stock options that will vest and become exercisable annually at a rate of 20% per year commencing on February 4, 2026. (6) Includes 7,000 shares that will vest on each of December 7, 2026, 2027 and 2028. (7) Includes 5,000 shares that will vest annually at a rate of 20% per year commencing on February 4, 2026. ESOP Equalization Plan. Ponce Bank has adopted the Ponce Bank ESOP Equalization Plan (“Equalization Plan”), a nonqualified plan that provides notional contributions for certain executives approved by the Compensation Committee of Ponce Bank who are prevented from receiving full contributions to and allocation under the ESOP due to limitations on: (i) the maximum annual compensation that may be recognized under the ESOP for benefit computation purposes pursuant to Section 401(a)(17) of the Internal Revenue Code ($345,000 for 2024); and (ii) the maximum annual additions to the ESOP pursuant to Internal Revenue Code Section 415(b). The Equalization Plan is designed to equalize contributions and allocations for those that fall below and above these limitations. Currently, only Mr. Tsavaris and Mr. Naudon are approved to participate in the Equalization Plan. No amounts will be credited under the Equalization Plan until contributions are made to the ESOP. A participant’s balance under the Equalization Plan will be paid to him in a single lump sum within 90 days after his termination of service. However, as required by Section 409A of the Internal Revenue Code, which governs deferred compensation plans, payments to certain specified employees of a publicly-traded corporation following separation from service cannot be paid until six months following separation from service except following the death of the participant. Any payment that would have been distributed from the Equalization Plan to such a participant during the six-month period following separation from service, will be accumulated and paid to the participant in a single lump sum as soon as administratively practicable following the end of the six-month period or the participant’s death, if applicable. The Equalization Plan is entirely unfunded. Employees who participate in the Equalization Plan have only the rights of general unsecured creditors with respect to any rights under the Equalization Plan. Deferred Compensation Plan. Ponce Bank has adopted a nonqualified deferred compensation plan that covers certain members of management or highly compensated employees designated by Ponce Bank. Mr. Tsavaris and Mr. Naudon are the only executives currently designated to participate in the plan. Under the plan Ponce Bank periodically makes contributions to notional accounts designated for the benefit of Mr. Tsavaris and Mr. Naudon. Under the plan, contributions are discretionary in amount, however, the employment agreement between Ponce Bank and Mr. Naudon requires Ponce Bank to make contributions to the plan during the term of the employment agreement equal to 10% of his base salary. Ponce Bank contributed on behalf of Mr. Naudon $190,000 and $110,500 for the years ended December 31, 2025 and 2024, respectively. No contribution was made on behalf of Mr. Tsavaris for the years ended December 31, 2025 and 2024. The accounts are periodically credited with earnings based on hypothetical investments within the notional account as directed by Mr. Tsavaris and Mr. Naudon. At December 31, 2025, the total amount accrued under the plan for Mr. Naudon, including earnings, was $1,795,145 and for Mr. Tsavaris was $120,112. Amounts credited under the plan are fully vested at all times and will be distributed to Mr. Tsavaris and Mr. Naudon upon the termination of his employment with Ponce Bank for any reason or a change in control of Ponce Bank. In the event of Mr. Tsavaris’ or Mr. Naudon’s death while employed by Ponce Bank, the total amount credited under the plan for his benefit will be distributed to his designated beneficiaries. The Deferred Compensation Plan is entirely unfunded. Employees who participate in the Deferred Compensation Plan have ‎only the rights of general unsecured creditors with respect to any rights under the Deferred Compensation Plan. Compensation Recovery Policy. Effective October 2, 2023, Ponce Financial Group, Inc. adopted a Compensation Recovery Policy (the ‎‎“Clawback Policy”) pursuant to the regulations mandated under the Dodd-Frank Wall Street ‎Reform and Consumer Protection Act and Nasdaq Listing Rule 5608. The Clawback Policy applies ‎to certain incentive-based compensation that is received on or after the effective date. The ‎Clawback Policy requires Ponce Financial Group, Inc. to recover certain excess incentive-based compensation ‎from current and former executive officers if Ponce Financial Group, Inc. is required to prepare an accounting ‎restatement due to the material noncompliance of Ponce Financial Group, Inc. with any financial reporting ‎requirement under the securities laws or as otherwise described in the Clawback Policy and paid ‎during the three completed fiscal years immediately preceding the trigger date, as defined in the ‎Clawback Policy. Recoverable compensation is defined in the Clawback Policy but generally ‎includes any incentive-based compensation that was granted, earned or vested based wholly or in ‎part upon attainment of any financial reporting measure, to the extent the amount actually received ‎exceeds the amount that would have been received if the incentive-based compensation had been ‎determined based on the restated financial statements. Timing of Equity Grants. All equity awards to executive officers are discretionary and are approved by the Compensation Committee with a grant date ‎determined at the time of approval. The ‎Compensation Committee does not time the disclosure of material nonpublic ‎information for the purpose of affecting the value of executive compensation. Ponce Financial Group, Inc.‎ granted stock options to certain of its executive officers in 2025, including Mr. Vaccaro, however, no stock options were granted to the named executive officers in the period beginning four business days before and ending one business day after the filing or furnishing of any Form 10-Q, Form 10-K or Form 8-K that disclosed material nonpublic information.

  11. Directors Compensation

    Directors Compensation Non-employee directors earn an annual fee of $48,000 per year. Non-employee directors also currently receive fees of $500 per month (except for chairman of the audit committee who receive fees of $1,000 per month) for service on the committees of the board of directors. Executive officers serving on the board of directors do not receive director’s compensation for such service. Each person who serves as a director of Ponce Financial Group, Inc. also serves as a director of Ponce Bank and earns a monthly fee only in his or her capacity as a board or committee member of Ponce Bank. Ponce Financial Group, Inc. did not make equity grants to non-employee directors in 2025 does not intend to make equity grants to non-employee directors in 2026, except with respect to Ms. Cintron, who received equity grants in connection with her appointment to the Board of Ponce Bank. The following table sets forth for the year ended December 31, 2025 certain information as to the total remuneration we paid to our directors who were not executive officers.

  12. Directors Compensation Table For the Year Ended December 31, 2025

    Directors Compensation Table For the Year Ended December 31, 2025

  13. Directors Compensation Table For the Year Ended December 31, 2025

    | | Fees | | | | Nonqualified | | | | | Earned | | | Non-Equity | Deferred | | | | | or Paid | Stock | Option | Incentive Plan | Compensation | All Other | | | | in Cash | Awards | Awards | Compensation | Earnings | Compensation | Total | | Name | ($) | ($) | ($) | ($) | ($) | ($)(1) | ($) | | Maria Alvarez | 54,000 | — | — | — | — | 30,000 | 84,000 | | James C. Demetriou | 60,000 | — | — | — | — | 30,000 | 90,000 | | William Feldman (2) | 54,000 | — | — | — | — | 30,000 | 84,000 | | Julio Gurman (3) | 54,000 | — | — | — | — | 30,000 | 84,000 | | Nick R. Lugo | 54,000 | — | — | — | — | 30,000 | 84,000 | | James Perez | 54,000 | — | — | — | — | 30,000 | 84,000 |

  14. Directors Compensation Table For the Year Ended December 31, 2025

    (1) Represents allowances for health insurance costs for directors. (2) Mr. Feldman served on the Board until his death in early 2026. (3) Mr. Gurman previously served as a director of Ponce Financial Group, Inc. until June 12, 2025. He continues to serve as a director of Ponce Bank .

  15. PAY VERSUS PERFORMANCE

    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.

  16. PAY VERSUS PERFORMANCE

    | | | | | | Value of | | | | | | Average | | Initial | | | | | | Summary | | Fixed $100 | | | | Summary | | Compensation | Average | Investment | Net Income | | | Compensation | | Table | Compensation | Based On | Available to | | | Table | Compensation | Total for | Actually Paid | Total | Common | | | Total for | Actually Paid | Non-PEO | to Non-PEO | Shareholder | Stockholders | | Year | PEO ($)(1) | to PEO ($)(3) | NEOs ($)(2) | NEOs ($)(2) | Return ($) | ($) | | 2025 | 1,547,751 | 2,086,287 | 1,025,237 | 1,253,901 | 217.13 | 27,578,015 | | 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 |

  17. PAY VERSUS PERFORMANCE

    (1) The PEO for each of 2025, 2024 and 2023 is Mr. Naudon. (2) The non-PEO named executive officers for 2025, 2024 and 2023 are Mr. Tsavaris and Mr. Vaccaro. (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:

  18. PAY VERSUS PERFORMANCE

    | | 2025 | | | | | Average Non- | | | PEO | PEO NEO | | Total compensation as reported in SCT | $1,547,751 | $1,025,237 | | Fair value of equity awards granted during fiscal year | — | (93,675) | | 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 | 425,068 | 256,084 | | 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 | 113,469 | 66,254 | | Compensation Actually Paid | $2,086,287 | $1,253,901 |

  19. PAY VERSUS PERFORMANCE

    For 2024 to 2025, the compensation actually paid to our PEO and the average of the compensation actually paid to the other Non-PEO NEOs increased by 11% and decreased by 4%, respectively, compared to a 26% increase in our TSR and a 167% increase in net income over the same time horizon.