Ponce Financial enters change-in-control agreement with CFO Sergio Vaccaro

Ponce Financial Group, Inc.

Agreement effective Nov 26, 2024; initial 12-month term, auto-renews unless terminated 90 days before anniversary.
Upon change in control followed by termination without cause or for good reason, CFO receives lump sum of 1.5 times average annual compensation over last 5 years.
Also entitled to continuation of life, medical, and disability coverage for 12 months post-termination.
Payments subject to regulatory restrictions under Section 9 and compliance with Code Section 409A.
Agreement supersedes prior agreements; Ponce Bank and Ponce Financial Group both liable for payments.

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