Ponce Financial Group (PDLB) Proxy filing summary

Executive summary

• The 2026 Annual Meeting will be held virtually on June 11, 2026, with voting available online, by phone, or mail.

• Stockholders will vote on the election of three directors, ratification of the independent auditor, and a say-on-pay proposal.

• Proxy materials are distributed via internet access, with paper copies available upon request.

• The Board unanimously recommends voting in favor of all proposals.

Voting matters and shareholder proposals

• Proposals include electing three directors for terms expiring in 2029, ratifying Forvis Mazars, LLP as auditor for 2026, and an advisory vote on executive compensation.

• Voting is available to stockholders of record as of April 15, 2026.

• The Board is not aware of any other business to be presented at the meeting.

• Shareholder proposals for the 2027 meeting must be received by December 23, 2026, for proxy inclusion.

Board of directors and corporate governance

• The Board consists of seven members, with a majority deemed independent under Nasdaq standards.

• Directors are divided into three classes with staggered terms; three are up for election in 2026.

• Committees include Audit, Executive Compensation, Nominations, and Executive Committees.

• The Board has adopted governance practices to ensure independent oversight, including annual evaluations and executive sessions.

• The Nominations Committee emphasizes diversity, integrity, and community familiarity in director selection.