Item 5.02Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Frank Perez becomes Chief Investor Relations Officer; was Chief Financial Officer

Effective June 1, 2022 (the "Effective Date"), Frank Perez will assume the role of Executive Vice President and Chief Investor Relations Officer of the Company and the Bank and will step down as Chief Financial Officer of Ponce Financial Group, Inc. (the "Company") and its subsidiary Ponce Bank (the "Bank"). In connection with the transition to his new role, Mr. Perez and the Bank entered into an amendment to his existing employment agreement (the "Amendment") with the Bank, the terms of which supersede all prior employment arrangements with the Bank and its affiliates. A copy of the Amendment is filed as Exhibit 10.1 hereto and incorporated herein by reference.

Appointment of Sergio Vaccaro as Chief Financial Officer

Effective as of the Effective Date, Sergio Vaccaro, age 46, will assume the role of Executive Vice President and Chief Financial Officer of the Company and the Bank. There is no arrangement or understanding between Mr. Vaccaro and any other person pursuant to which Mr. Vaccaro was appointed as an officer, and he is not a family member of any director or executive officer of the Company or the Bank. Mr. Vaccaro is not a party to any transactions that would be required to be disclosed under Section 404(a) of Regulation S-K.

Since 2013, Mr. Vaccaro has held a variety of roles at HSBC?, most recently as CFO of Private Bank Americas from 2020 to present. Prior to this role, he held the following roles with HSBC: CFO of Private Bank Americas from 2015 to 2020, Head of Financial Planning and Analysis from 2016 to 2018 and Deputy CFO of Private Bank from 2013 to 2015. Prior to his roles with HSBC, Mr. Vaccaro held roles at Morgan Stanley and Citigroup.

Pursuant to the terms of his offer letter, Mr. Vaccaro will be eligible to receive a grant of approximately 16,667 shares of restricted stock and 33,333 options, contingent on the Company adopting and stockholders approving a new equity incentive plan. As an executive officer, he will otherwise be eligible to receive other equity compensation from time to time as determined by the Board.

Item 8.01Other Events.

On May 31, 2022, the Company issued a press release announcing the reassignment of Mr. Perez and the appointment of Mr. Vaccaro.

A copy of the press release is filed as Exhibit 99.1 hereto and is incorporated herein by reference.

Item 9.01Financial Statements and Exhibits.



(d) Exhibits.


Exhibit                                  Description
 Number
  10.1       Amendment to Employment Agreement of Frank Perez, dated May 25, 2022
  99.1       Press release dated May 31, 2022
  104      Cover Page Interactive Data File (embedded within the Inline XBRL)

--------------------------------------------------------------------------------

© Edgar Online, source Glimpses