Ponce Financial Group (PDLB) Proxy Filing summary

Executive summary

• The 2025 Annual Meeting will be held virtually on June 12, 2025, with voting available online, by phone, or mail.

• Key business includes electing two directors, ratifying the appointment of Forvis Mazars, LLP as auditor, and an advisory vote on executive compensation.

• 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 Maria Alvarez and Carlos P. Naudon as directors for terms expiring in 2028.

• Ratification of Forvis Mazars, LLP as independent auditor for 2025 is up for vote.

• Advisory, non-binding approval of executive compensation is included.

• Shareholders may submit proposals for the 2026 meeting by December 24, 2025.

Board of directors and corporate governance

• The Board will decrease to seven members after the meeting.

• Most directors are independent per Nasdaq standards; only the Executive Chairman and CEO are not.

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

• The Board emphasizes diversity, community engagement, and integrity in director nominations.

• Annual performance evaluations and executive sessions of independent directors are conducted.