Filed by the Registrant x | Filed by a party other than the Registrant o |
o | Preliminary Proxy Statement |
o | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
x | Definitive Proxy Statement |
o | Definitive Additional Materials |
o | Soliciting Material Pursuant to ss. 240.14a-12 |
x | No fee required. |
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Date | Time | Location |
May 22, 2024 | 10:00 a.m. Eastern Time | **VIRTUAL ONLY** |
www.virtualshareholdermeeting.com/ NFBK2024 |
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By Order of the Board of Directors | |
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Woodbridge, New Jersey | Susan Aufiero-Peters, Esq. |
April 10, 2024 | Senior Vice President and Corporate Secretary |
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Northfield Bancorp, Inc. | 2024 Proxy Statement | i |
PROXY STATEMENT ....................................... | |
CORPORATE GOVERNANCE AND BOARD MATTERS .................................. | |
Proxy Summary |
Nominees for Director | ||||||||
Name | Age | Director Since | Independent | Committees | ||||
Timothy C. Harrison | 66 | 2013 | ☑ | Audit, Loan, Nominating & Corporate Governance | ||||
Karen J. Kessler | 67 | 2013 | ☑ | Compensation, Compliance & Information Technology, Nominating & Corporate Governance, | ||||
Rachana A. Kulkarni | 58 | 2024 | ☑ | Risk | ||||
Patrick L. Ryan | 74 | 2016 | ☑ | Compliance & Information Technology, Loan, Risk |
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Northfield Bancorp, Inc. | 2024 Proxy Statement | 1 |
Proposals To Be Voted On and Board Recommendations | ||||
1 | FOR | |||
2 | Advisory, non-binding resolution to approve executive compensation. Information regarding our executive compensation and be found | FOR | ||
3 | Ratification of the appointment of Crowe LLP as independent registered public accounting firm for the year ending December 31, 2024. Information regarding fees and services of our independent registered public accounting firm for the year ended December 31, 2023 | FOR | ||
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2 | 2024 Proxy Statement | Northfield Bancorp, Inc. |
45% |
of Board Members are women and/or from underrepresented groups |
91% |
of Directors are independent in accordance with NASDAQ listing rules and requirements |
67% | 42% | 40% |
of Employees are Women | of Employees are from Underrepresented Groups | of Senior Leadership are Women |
![]() | Giving Highlights |
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Northfield Bancorp, Inc. | 2024 Proxy Statement | 3 |
Executive Compensation Overview |
•Program tied to Company financial performance and risk management. •Balance of short-term and long-term, fixed and variable, and cash and equity elements aligned with the Company’s strategic objectives. •Independent and experienced consultant engaged directly by the Compensation Committee. •Compensation Committee obtains independent benchmarking of director and executive compensation. •Executive compensation targeted at 50th percentile, with adjustments made for experience and performance. | •Strong historical stockholder support of executive compensation (over 95% in 2023). •Timely feedback from stockholders - Company supports annual “say-on-pay” vote. •CEO Pay Ratio of 21 to 1 in 2023. •Limited use of employment/change-in-control contracts, all of which contain “double- triggers” and no “evergreen” or “gross-up” provisions. Payment formulas exclude retirement contributions and perquisites, and limit health and welfare benefits to 18 months. •SEC compliant Clawback requirements contained in incentive compensation plans and Board-adopted policies for both cash and performance based equity compensation. |
Annual Meeting of Stockholders |
Asking Questions at the Annual Meeting |
Revocation of Proxies |
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4 | 2024 Proxy Statement | Northfield Bancorp, Inc. |
Voting Securities and Principal Holders Thereof |
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Northfield Bancorp, Inc. | 2024 Proxy Statement | 5 |
Name and Address of Beneficial Owner(s) | Amount of Shares Owned and Nature of Beneficial Ownership(1) | Percent of Shares of Common Stock Outstanding |
Northfield Bank Employee Stock Ownership Plan Trust and Northfield Bank Savings Plan 1013 Centre Road, Suite 300 Wilmington, DE 19805 | 3,589,494 | 8.07% |
Blackrock, Inc. 55 East 52nd Street New York, NY 10055 (2) | 6,521,201 | 14.67% |
The Vanguard Group 100 Vanguard Boulevard Malvern, PA 19355 (3) | 2,794,440 | 6.28% |
Dimensional Fund Advisors, LP Building One 6300 Bee Cave Road Austin, TX 78746 (4) | 3,206,080 | 7.21% |
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6 | 2024 Proxy Statement | Northfield Bancorp, Inc. |
Board of Directors, Leadership Structure, Role in Risk Oversight, Meetings and Standing Committees |
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Northfield Bancorp, Inc. | 2024 Proxy Statement | 7 |
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8 | 2024 Proxy Statement | Northfield Bancorp, Inc. |
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Northfield Bancorp, Inc. | 2024 Proxy Statement | 9 |
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10 | 2024 Proxy Statement | Northfield Bancorp, Inc. |
Name of Director | Risk Committee | Loan Committee | Compliance & IT Committee | Audit Committee | Compensation Committee | Nominating and Corporate Governance Committee |
Annette Catino | ![]() | ![]() | ![]() | |||
Gil Chapman | ![]() | ![]() | ![]() | |||
John P. Connors Jr. | ![]() | ![]() | ![]() | |||
Timothy C. Harrison | ![]() | ![]() | ![]() | |||
Karen J. Kessler | ![]() | ![]() | ![]() | |||
Rachana A. Kulkarni | ![]() | |||||
Gualberto (Gil) Medina | ![]() | ![]() | ![]() | |||
Frank P. Patafio | ![]() | ![]() | ![]() | |||
Patrick R. Ryan | ![]() | ![]() | ![]() | |||
Paul V. Stahlin | ![]() | ![]() | ![]() | |||
2023 Meetings | 6 | 13 | 6 | 11 | 9 | 4 |
![]() | = Committee Chairperson |
![]() | = Committee Member |
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Northfield Bancorp, Inc. | 2024 Proxy Statement | 11 |
Director and Director Nominee Evaluation Process |
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12 | 2024 Proxy Statement | Northfield Bancorp, Inc. |
Female | Male | Non- Binary | Did Not Disclose Gender | ||||
Part I: Gender Identity | |||||||
Directors | 3 | 8 | — | — | |||
Part II: Demographic Background | |||||||
African American or Black | — | 1 | — | — | |||
Alaskan Native or Native American | — | — | — | — | |||
Asian | 1 | — | — | — | |||
Hispanic or Latinx | — | 1 | — | — | |||
Native Hawaiian or Pacific Islander | — | — | — | — | |||
White | 2 | 6 | — | — | |||
Two or More Races or Ethnicities | — | — | — | — | |||
LGBTQ+ | — | — | — | — | |||
Did Not Disclose Demographic Background | — | — | — | — |
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Northfield Bancorp, Inc. | 2024 Proxy Statement | 13 |
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14 | 2024 Proxy Statement | Northfield Bancorp, Inc. |
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Northfield Bancorp, Inc. | 2024 Proxy Statement | 15 |
Director Nominees |
![]() Age: 66 Director Since: 2013 Nominee for term expiring in 2027 Committees: Loan (Chair) Audit Nominating and Corporate Governance | TIMOTHY C. HARRISON Real Estate Developer | ||
Mr. Harrison is a licensed attorney in the State of New York and the Commonwealth of Pennsylvania. Mr. Harrison has extensive knowledge of real estate development and real estate law and possesses strong risk assessment and leadership skills. Mr. Harrison is involved in several local professional and community organizations. Career Highlights TCH Realty & Development Co., LLC, and affiliated partnerships, companies that develop retail, office and residential projects, including affordable housing projects. Many of these projects involve the remediation of blighted or contaminated properties. •Principal (2001 – present) Other Experience •Director and Chairman, Board of Directors, Northfield Bank Foundation •First Vice Chair, Board of Directors, Project Hospitality, Staten Island, NY •Chair, Board of Trustees, Richmond University Medical Center, Staten Island, NY •Chair, Board of Visitors, Nelson A. Rockefeller Center for Public Policy and the Social Sciences, Dartmouth College, Hanover, NH •Director, Healthcare Trustees of NYS, a division of the Healthcare Association of NYS, Inc. Education •Graduate of Dartmouth College •J.D., University of Virginia Law School •LLM, Tax Law, New York University Law School | |||
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16 | 2024 Proxy Statement | Northfield Bancorp, Inc. |
![]() Age: 67 Director Since: 2013 Nominee for term expiring in 2027 Committees: Compliance and IT (Chair) Compensation Nominating and Corporate Governance | KAREN J. KESSLER President of Kessler PR Group | ||
Ms. Kessler is President of Kessler PR Group and has over 30 years of experience in the public relations industry specializing in reputation management and communication counseling for high-profile individuals, both public and private corporations, large educational institutions and leading not-for-profits. The firm’s clients are international, national, and regional. Ms. Kessler has extensive experience as a leader in the public relations/crisis communication industry. In 2023, Kessler PR Group earned the Readers Award from NJBIZ as Top PR Firm and the inaugural Champions of the C Suite Award from NJ Chamber of Commerce. She is an NJBIZ Women in Business Lifetime Achievement awardee of 2020, a 2022 PRNews Agency Elite Top 100 Recipient, an annual ROI-NJ Power List Influencer (most recently 2023), the NJBIZ Power 100 recipient in 2023 and frequent speaker on the topics of corporate and board best practices, corporate reputation, and women in leadership. Her commentary and interviews have appeared in The Wall Street Journal, The New York Times, The Washington Post, The Star Ledger, and on CNN, MSNBC, and Inside Edition, among others. Ms. Kessler possesses strong skills in risk management, communication, economics, governance, and leadership. Career Highlights •Kessler PR Group, President (1993 – present) Other Experience •Commissioner, NJ Motion Picture & Television Commission •Member, NJ Advisory Committee on Judicial Conduct and the Committee on the Duration of Disbarment for Knowing Misappropriation •Past Visiting Fellow at the Rutgers Eagleton Institute of Politics •Served on the NJ Pandemic Relief Fund Advisory Board (2020) •Former Chair, Institute for Ethical Leadership at Rutgers University Business School •Chair, Board of AllSpire Health Partners (2008 - 2015) •Chair, Atlantic Health System (2008 - 2015) Education •Graduate of Vassar College | |||
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Northfield Bancorp, Inc. | 2024 Proxy Statement | 17 |
![]() Age: 58 Director since: 2024 Nominee for term expiring in 2027 Committees: Risk | RACHANA A. KULKARNI President and Managing Partner of Medicor Cardiology | ||
Dr. Kulkarni is President and Managing Partner of Medicor Cardiology, a leading cardiology group in New Jersey, and Regional Director of Cardiology of Barnabas Health Corp. Dr. Kulkarni is Board Certified in Internal Medicine, Cardiology and Nuclear Cardiology. Dr. Kulkarni currently serves in leadership roles on a number of not-for-profit boards, including Akshaya Patra USA, the world's largest non- governmental organization supporting school meal programs. Dr. Kulkarni’s diverse skills, life experience, and contributions to her community, will play a key role in the Company’s continued development and growth. Career Highlights •Medicor Cardiology, President & CEO (2008 – present) •Barnabas Health Corp, Regional Director of Cardiology (2023 – present) Other Experience •Trustee, Akshaya Patra, USA •Trustee, NJ AAPI-American Association of Physicians of Indian Origin •Trustee, Somerset Healthcare Foundation •Former Trustee, American Heart Association – New Jersey Chapter •Former Director, Executive Women of New Jersey •Past President - American Heart Association New Jersey Education •Government Medical College, India - Medical Degree •Rutgers University - Medical Degree •Auburn University, Master’s degree in Business Administration •Harvard Business School, Certification – Women on Boards •Harvard Business School, Certification – Certificate of Management Excellence •Fellowship of American Society of Preventive Cardiology •Certified Physician Executive - American Association Physician Executive | |||
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18 | 2024 Proxy Statement | Northfield Bancorp, Inc. |
![]() Age: 74 Director since: 2016 Nominee for term expiring in 2025 Committees: Risk (Chair) Compliance and IT Loan | PATRICK L. RYAN Retired Founder and Chairman of Hopewell Valley Community Bank | ||
Mr. Ryan has over 20 years of community banking experience in Central New Jersey. In addition to his community banking and other business experience, he practiced law, served as a federal criminal investigator, was the general manager of a specialty aluminum construction company and is a retired Major in the U.S. Army Reserve, Military Police Corps. Over his career Mr. Ryan has held numerous positions in various civic, charitable, and community organizations. Mr. Ryan possesses strong enterprise risk management skills including in the areas of interest rate, liquidity and credit risk. Career Highlights •Hopewell Valley Community Bank of Pennington, New Jersey, Founder and Chairman until it merged with Northfield Bank in 2016 •Ritchie & Page Distributing, Executive Vice President (1983 - 1997) Other Experience •Chairman Emeritus, Princeton Regional Chamber of Commerce Education •Graduate of University of Virginia •J.D., University of Virginia School of Law | |||
Directors Continuing in Office |
![]() Age: 70 Director Since: 2005 Term Expires in 2025 Committees: Audit Compliance and IT Nominating and Corporate Governance | GIL CHAPMAN Retired Automobile Dealer | ||
Mr. Chapman is a retired Automobile Dealer with over 25 years of business experience owning and operating an automobile dealership in Staten Island, New York. Mr. Chapman has strong marketing, sales, and customer service skills. He has significant experience in employee development, training, and business management. Mr. Chapman is also designated as an audit committee financial expert under the SEC’s rules and regulations. Career Highlights •Island Ford, Owner (1986 - 2008) Other Experience •Fellow, National Association of Corporate Directors Board Leadership •Member, Westfield Foundation Cornerstone Society of Westfield, NJ. Education •Graduate of University of Michigan – Ann Arbor •M.A., Rutgers University – Newark | |||
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Northfield Bancorp, Inc. | 2024 Proxy Statement | 19 |
![]() Age: 58 Director Since: 2013 Term Expires in 2025 | STEVEN M. KLEIN Chairman, President and Chief Executive Officer of Northfield Bancorp, Inc. and Northfield Bank | ||
Mr. Klein is a licensed Certified Public Accountant, with strong leadership and analytical skills. Mr. Klein has over 30 years of experience in banking and financial reporting, including SEC reporting. Career Highlights Northfield Bancorp, Inc. and Northfield Bank •Chief Executive Officer (2017 - present) •President (2013 – present) •Chief Operating Officer (2011 - 2017) •Chief Financial Officer (2005 - 2013) Other Experience •Former audit partner with a national accounting and auditing firm, specializing in community banks •Director, Northfield Bank Foundation •Director, Middlesex Water Company •Director, Staten Island Economic Development Corp. •Trustee, Richmond University Medical Center, Staten Island, NY •Director and Chair, New Jersey Bankers Association •Director, New Jersey Chamber of Commerce •Member, New York Bankers Association •Member, American Bankers Association •Member, American Institute of Certified Public Accountants •Member, New Jersey Society of Certified Public Accountants Education •Graduate of Montclair State University |
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20 | 2024 Proxy Statement | Northfield Bancorp, Inc. |
![]() Age: 63 Director Since: 2013 Term Expires in 2025 Committees: Compliance and IT Loan Risk | FRANK P. PATAFIO Senior Executive Vice President and Managing Director, RXR | ||
Mr. Patafio has extensive knowledge and experience in real estate development and operations in the New York City marketplace and is a licensed Certified Public Accountant. Mr. Patafio possesses strong risk assessment skills in real estate investment, operations, and financing. Career Highlights •RXR, Senior Executive Vice President and Senior Managing Director of National Investments (2010 – present) •FJKP, LLC, PMP LLC and affiliated partnerships, which develop residential homes and own rental properties , Principal •Praedium Group LLC, Partner and Chief Financial Officer (1999 - 2009) •Credit Suisse First Boston, Director (1993 - 1999) Other Experience •Director, Northfield Bank Foundation •Member of the Northwell Health System Staten Island Regional Executive Council Education •Graduate of St. John's University •MBA, Finance, Pace University Lubin School of Business | |||
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Northfield Bancorp, Inc. | 2024 Proxy Statement | 21 |
![]() Age: 71 Director Since: 2019 Term Expires in 2025 Committees: Compensation (Chair) Audit Risk | PAUL V. STAHLIN Financial Services Executive and Active Board Leader | ||
In addition to his banking industry knowledge and experience for more than forty- five years, Mr. Stahlin is a licensed Certified Public Accountant, a Chartered Global Management Accountant and a Fellow Chartered Management Accountant. He is also designated as an audit committee financial expert under the SEC’s rules and regulations. Career Highlights •Fulton Financial Corporation •Regional President of Fulton Bank of New Jersey (2005 - 2014) •Chief Executive Officer and/or President of its banking affiliates, including Somerset Valley Bank and Skylands Community Bank (2005-2014) •Fleet Credit Card Services (acquired by Bank of America) and predecessor banks, EVP and CFO (Last Position) (1980 - 2005) •Price Waterhouse & Co., Senior Accountant (1974 - 1980) Other Experience •Director, Chairman-Audit Committee, Miami International Holdings Inc., parent company of Miami International Securities Exchange LLC •Vice Chairman, Robert Wood Johnson University Hospital •Former Chairman of the Board, American Institute of CPA's •Trustee, RWJ Barnabas Health, Inc. •Director, Northfield Bank Foundation •Member, Governing Council of the American Institute of Certified Public Accountants •Former Member of the Board, Association of International Certified Professional Accountants •Former Member of the Executive Committee and Board, Chartered Institute of Management Accountants •Member and Former President, New Jersey Society of CPA's •Former President, Montclair State University Foundation Board Education •Graduate of Montclair State University | |||
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22 | 2024 Proxy Statement | Northfield Bancorp, Inc. |
![]() Age: 67 Director Since: 2003 Term Expires in 2026 Lead Independent Director Since 2020 Committees: Audit (Chair) Compensation Nominating and Corporate Governance | ANNETTE CATINO Healthcare Executive and Entrepreneur | ||
Ms. Catino is a nationally recognized healthcare executive and entrepreneur. Ms. Catino has over 40 years of business experience in leadership in the healthcare and insurance industry and has worked extensively with large employers, and municipal and state governmental entities. Ms. Catino speaks throughout the country on topics of leadership, the future of healthcare policy, women in the workplace, and entrepreneurship. Ms. Catino currently provides strategic advisory services to the health care industry as an independent consultant. She is also designated as an audit committee financial expert under the SEC’s rules and regulations. Career Highlights •Complete Care Management, a privately held senior housing and long-term care operator in the Northeast, Director of Mergers & Integration (2020 – present) •QualCare Alliance networks (sold to Cigna (NYSE: CI), a global health service company), President and Chief Executive Officer (1991 - 2017) Other Experience •Director, Northfield Bank Foundation •Independent Director and Audit Committee member, Healthier New Jersey Insurance Company d/b/a Braven Health (joint venture among Horizon Health Services Inc. d/b/a Horizon Blue Cross Blue Shield of New Jersey, Hackensack Meridian Health Inc., and RWJ Barnabas Health Inc. •Chairman, Board of Directors, Pure Inventions, LLC •Board Member, K-16 Solutions Inc. •Board Member, Claros Analytics LLC •Served on New Jersey Governor Christie’s transition committee on healthcare •Former member of the Board and Audit Committee Chair, University Hospital •Former member of the Board, Desert Mountain Club Education •Graduate of Montclair University •Master's Degree in Business Administration, CUNY Baruch College and Mt. Sinai School of Medicine Ms. Catino has served as the Lead Independent Director since 2020. | |||
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Northfield Bancorp, Inc. | 2024 Proxy Statement | 23 |
![]() Age: 67 Director Since: 2002 Term Expires in 2026 Committees: Nominating and Corporate Governance (Chair) Compensation Risk | JOHN P. CONNORS, JR. Managing Partner of Connors & Connors, P.C. | ||
Mr. Connors has over 40 years of business experience as a practicing attorney. Mr. Connors is admitted to practice in the state and federal courts of New York and New Jersey and the District of Columbia. He represents Fortune 500 corporations and the Archdiocese of New York. Mr. Connors is involved in local professional and community organizations including the Richmond County and New York State Bar Associations. Mr. Connors has strong risk management skills and in-depth knowledge of contract and professional liability law related to key areas of the Company’s operations. Mr. Connors also has significant knowledge of and relationships with the residents and businesses located in Staten Island, New York. Career Highlights •Law Firm of Connors & Connors, P.C., located in Staten Island, New York, Managing Partner (1990 – present) Other Experience •Trustee, Notre Dame Academy •Director, Snug Harbor Cultural Center •Director, Northfield Bank Foundation •Member, External Advisory Committee of the Georgetown University Alumni and Student Credit Union •Member, Character and Fitness Committee for the Second Judicial Department of the Supreme Court of the State of New York •Immediate past Chair of the Grievance Committee for the Second, Eleventh, and Thirteenth Judicial Districts, covering Brooklyn, Queens, and Staten Island. •Past Chair, New York State Bar Association Trial Section •Past President, Richmond County Bar Association Education •Graduate of Georgetown University •J.D., Georgetown University Law Center | |||
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24 | 2024 Proxy Statement | Northfield Bancorp, Inc. |
![]() Age: 74 Director Since: 2022 Term Expires in 2024 Committees: Compliance and IT Loan Risk | GUALBERTO (GIL) MEDINA Executive Vice President, CBRE Group, Inc. | ||
Mr. Medina is an attorney and certified public accountant in the Commonwealth of Pennsylvania. Mr. Medina is a licensed real estate professional who has worked for a diverse cross-section of industry sectors. Mr. Medina possesses strong knowledge of real estate as well as government affairs in the Company’s marketplace. Mr. Medina serves in board leadership roles in business associations, non-profits, and health care, and possesses strong commercial real estate and public sector expertise. Mr. Medina will be retiring from the Board following the Annual Meeting. Career Highlights •CBRE Group, Inc., a full-service real estate services and investment firm, Executive Vice President (2013 – present) •State of New Jersey, Secretary of Commerce (1994 - 1999) Other Experience •First Vice Chair, Executive Committee, New Jersey Chamber of Commerce •Board Secretary, Puerto Rico Science Technology & Research Trust •Board Treasurer, Puerto Rico Consortium for Clinical Investigation •Board Secretary, St. Joseph’s Healthcare System Education •Graduate of Rutgers University •J.D., Temple University •Graduate work, Fox School of Business - Temple University | |||
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Northfield Bancorp, Inc. | 2024 Proxy Statement | 25 |
Director Compensation |
Board of Directors(1) | Audit Committee | Compensation Committee | Nominating and Corporate Governance Committee | ||||
Annual Cash Fee-Chair | — | $13,000 | $10,000 | $8,000 | |||
Annual Cash Fee-Members | $54,000 | $13,000 | $10,000 | $5,500 | |||
Per Meeting Cash Fee | — | — | — | — | |||
Annual Restricted Stock Award-Members(2) | $54,000 | — | — | — |
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26 | 2024 Proxy Statement | Northfield Bancorp, Inc. |
Name | Fees earned or paid in cash ($)(1) | Restricted Stock ($)(2) | All other compensation ($)(3) | Total ($) | |||
Annette Catino | 115,765 | 54,476 | 1,779 | 172,020 | |||
Gil Chapman | 77,817 | 54,476 | 1,779 | 134,072 | |||
John P. Connors, Jr. | 78,617 | 54,476 | 1,779 | 134,872 | |||
Timothy C. Harrison | 90,632 | 54,476 | 1,779 | 146,887 | |||
Karen J. Kessler | 81,090 | 54,476 | 1,779 | 137,345 | |||
Gualberto (Gil) Medina | 79,357 | 54,476 | 1,779 | 135,612 | |||
Frank P. Patafio | 80,357 | 54,476 | 1,779 | 136,612 | |||
Patrick L. Ryan | 88,457 | 54,476 | 1,779 | 144,712 | |||
Paul V. Stahlin | 91,782 | 54,476 | 1,779 | 148,037 |
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Northfield Bancorp, Inc. | 2024 Proxy Statement | 27 |
Outstanding Director Equity Awards at Fiscal Year-End | |||||||||||
Option Awards | Stock Awards | ||||||||||
Name | Grant Date | Number of securities underlying unexercised options (exercisable) (#) | Number of securities underlying unexercised options (unexer - cisable) (#) | Option exercise price ($) | Option expiration date(1) | Number of shares or units of stock that have not vested (#) | |||||
Annette Catino | 6/11/14 | 75,000 | — | 13.13 | 6/11/24 | — | |||||
5/27/15 | 32,000 | — | 14.76 | 5/27/25 | — | ||||||
1/27/23 | — | — | — | — | 3,757 | ||||||
Gil Chapman | 6/11/14 | 75,000 | — | 13.13 | 6/11/24 | — | |||||
5/27/15 | 32,000 | — | 14.76 | 5/27/25 | — | ||||||
1/27/23 | — | — | — | — | 3,757 | ||||||
John P. Connors, Jr. | 6/11/14 | 67,500 | — | 13.13 | 6/11/24 | — | |||||
5/27/15 | 32,000 | — | 14.76 | 5/27/25 | — | ||||||
1/27/23 | — | — | — | — | 3,757 | ||||||
Timothy C. Harrison | 6/11/14 | 75,000 | — | 13.13 | 6/11/24 | — | |||||
5/27/15 | 32,000 | — | 14.76 | 5/27/25 | — | ||||||
1/27/23 | — | — | — | — | 3,757 | ||||||
Karen J. Kessler | 6/11/14 | 75,000 | — | 13.13 | 6/11/24 | — | |||||
5/27/15 | 32,000 | — | 14.76 | 5/27/25 | — | ||||||
1/27/23 | — | — | — | — | 3,757 | ||||||
Gualberto (Gil) Medina | 1/27/23 | — | — | — | — | 3,757 | |||||
Frank P. Patafio | 5/27/15 | 32,000 | — | 14.76 | 5/27/25 | — | |||||
1/27/23 | — | — | — | — | 3,757 | ||||||
Patrick L. Ryan | 1/27/23 | — | — | — | — | 3,757 | |||||
Paul V. Stahlin | 1/27/23 | — | — | — | — | 3,757 |
Transactions with Certain Related Persons |
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28 | 2024 Proxy Statement | Northfield Bancorp, Inc. |
Participation at Annual Meetings of Stockholders |
Code of Conduct and Ethics |
Stock Ownership Guidelines |
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Northfield Bancorp, Inc. | 2024 Proxy Statement | 29 |
Position | Multiple of Base Salary |
Chief Executive Officer | 5 times |
Chief Financial Officer | 2 times |
Executive Vice Presidents | 2 times |
Prohibition Against Hedging and Borrowing |
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30 | 2024 Proxy Statement | Northfield Bancorp, Inc. |
Stockholder Communications |
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Northfield Bancorp, Inc. | 2024 Proxy Statement | 31 |
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32 | 2024 Proxy Statement | Northfield Bancorp, Inc. |
Executive Officers who are not Directors |
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Northfield Bancorp, Inc. | 2024 Proxy Statement | 33 |
Female | Male | Non-Binary | Did Not Disclose Gender | ||||
Part I: Gender Identity | 2 | 2 | — | — | |||
Part II: Demographic Background | — | — | — | — | |||
African American or Black | — | — | — | — | |||
Alaskan Native or Native American | — | — | — | — | |||
Asian | — | — | — | — | |||
Hispanic or Latinx | — | — | — | — | |||
Native Hawaiian or Pacific Islander | — | — | — | — | |||
White | 1 | 2 | — | — | |||
Two or More Races or Ethnicities | 1 | — | — | — | |||
LGBTQ+ | — | — | — | — | |||
Did Not Disclose Demographic Background | — | — | — | — |
Environmental, Social and Governance Commitment |
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34 | 2024 Proxy Statement | Northfield Bancorp, Inc. |
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Northfield Bancorp, Inc. | 2024 Proxy Statement | 35 |
Compensation Discussion and Analysis |
Named Executive Officers | |
Name | Title |
Steven M. Klein | President and Chief Executive Officer |
William R. Jacobs | Executive Vice President and Chief Financial Officer |
David V. Fasanella | Executive Vice President and Chief Lending Officer |
Robin Lefkowitz | Executive Vice President and Chief Branch Administration, Deposit Operations and Business Development Officer |
Tara L. French | Executive Vice President and Chief Risk Officer (January 1, 2023 - June 16, 2023) |
Vickie Tomasello | Executive Vice President and Chief Risk Officer (August 28, 2023 - Present) |
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36 | 2024 Proxy Statement | Northfield Bancorp, Inc. |
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Northfield Bancorp, Inc. | 2024 Proxy Statement | 37 |
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38 | 2024 Proxy Statement | Northfield Bancorp, Inc. |
ACNB Corp. (ACNB) | Flushing Financial Corporation (FFIC) | Peoples Financial Services (PFIS) |
BCB Bancorp, Inc. (BCBP) | Kearny Financial Corp. (KRNY) | Provident Financial Services, Inc. (PFS) |
CNB Financial Corporation (CCNE) | Lakeland Bancorp, Inc. (LBAI) | Shore Bancshares, Inc. (SHBI) |
Columbia Financial, Inc. (CLBK) | Mid Penn Bancorp, Inc. (MPB) | Tompkins Financial Corporation (TMP) |
ConnectOne Bancorp, Inc. (CNOB) | OceanFirst Financial Corp. (OCFC) | Unity Bancorp (UNTY) |
First Bank (FRBA) | Orrstown Financial Services (ORRF) | Univest Financial Corporation (UVSP) |
First of Long Island Corporation (FLIC) | Peapack-Gladstone Financial (PGC) |
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Northfield Bancorp, Inc. | 2024 Proxy Statement | 39 |
Annual Base Salaries | ||||
Name | December 31, 2022 ($) | Increase (%) | Increase ($) | March 1, 2023 ($) |
Steven M. Klein | 700,000 | 4.00 | 28,000 | 728,000 |
William R. Jacobs | 390,500 | 3.97 | 15,500 | 406,000 |
David V. Fasanella | 370,000 | 4.05 | 15,000 | 385,000 |
Robin Lefkowitz | 315,500 | 6.34 | 20,000 | 335,500 |
Tara L. French | 366,500 | 3.96 | 14,500 | 381,000 |
Corporate Goals | ||||
Earnings per Share ("EPS Goal") | Net Originated Loan Growth ("Loan Goal") | Commercial and Industrial/Owner Occupied and Commercial Real Estate Loan Growth ("C&I Goal") | Deposit Growth ("Deposit Goal") | Transaction Deposit Growth ("DDA Goal") |
$1.33 | $164.2 million | $108.0 million | $57.6 million | $146.0 million |
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40 | 2024 Proxy Statement | Northfield Bancorp, Inc. |
Award Opportunities at Threshold/Target/Stretch | ||||||
Name | EPS Goal (%) | Loan Goal (%) | C&I Goal (%) | Deposit Goal (%) | DDA Goal (%) | ESG Goal (%) |
Chief Executive Officer | 25/50/75 | 25/50/75 | 25/50/75 | 20/40/45 | 25/50/75 | 50 |
Executive Vice Presidents(1) | 20/40/60 | 20/40/60 | 20/40/60 | 15/30/33.75 | 20/40/60 | 40 |
2023 Cash Incentive Goal Weightings (%) | ||||||
Name | EPS Goal (%) | Loan Goal (%) | C&I Goal (%) | Deposit Goal (%) | DDA Goal (%) | ESG Goal (%) |
Steven M. Klein | 50 | 10 | 10 | 10 | 10 | 10 |
William R. Jacobs | 50 | 10 | 10 | 10 | 10 | 10 |
David V. Fasanella | 50 | 15 | 15 | 5 | 5 | 10 |
Robin Lefkowitz | 50 | 5 | 5 | 15 | 15 | 10 |
Tara L. French | N/A | N/A | N/A | N/A | N/A | N/A |
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Northfield Bancorp, Inc. | 2024 Proxy Statement | 41 |
Corporate Goal Achievement | |||
Goal | Target(1) ($) | Achievement(1) ($) | Percentage of Target Achieved (%) |
EPS Goal | 1.33 | Below Threshold | Not Meaningful |
Loan Goal | 164,200 | Below Threshold | Not Meaningful |
C&I Goal | 108,000 | Below Threshold | Not Meaningful |
Deposit Goal | 57,600 | Below Threshold | Not Meaningful |
DDA Goal | 146,000 | Below Threshold | Not Meaningful |
ESG Goal (2) | N/A | Achieved | N/A |
Actual Cash Incentive Award as a Percentage of Target Award Opportunity: | |||
Name | Target Award Opportunity ($) | Actual Award(1) ($) | Actual Award as a Percentage of Target Award Opportunity (%) |
Steven M. Klein | 356,720 | — | — |
William R. Jacobs | 158,340 | — | — |
David V. Fasanella | 152,075 | — | — |
Robin Lefkowitz | 129,168 | — | — |
Tara L. French(2) | 148,590 | — | — |
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42 | 2024 Proxy Statement | Northfield Bancorp, Inc. |
2023 Equity Awards Granted to NEOs as Percentage of Annual Base Salary(1) | ||||
Name | Percentage of Annual Base Salary (%) | Performance Based Awards | Time Based Awards | Total 2023 Awards Granted |
Steven M. Klein | 55.5 | 13,395 | 13,395 | 26,790 |
William R. Jacobs | 42.9 | 5,774 | 5,774 | 11,548 |
David V. Fasanella | 42.9 | 5,471 | 5,471 | 10,942 |
Robin Lefkowitz | 42.9 | 4,665 | 4,665 | 9,330 |
Tara L. French | 42.9 | 5,419 | 5,419 | 10,838 |
Vickie Tomasello | N/A | — | 2,354 | 2,354 |
2020-2022 Goals and Results of Performance Stock Awards | ||||
Multi Year Core ROAA | Threshold | Target | Stretch | Achievement |
Core ROAA | 0.80% | 0.84% | 1.01% | 1.03% |
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Northfield Bancorp, Inc. | 2024 Proxy Statement | 43 |
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44 | 2024 Proxy Statement | Northfield Bancorp, Inc. |
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Northfield Bancorp, Inc. | 2024 Proxy Statement | 45 |
Base Salary for 2024 | ||||
Name | December 31, 2023 ($) | Increase (%) | Increase ($) | March 4, 2024 ($) |
Steven M. Klein | 728,000 | 3.50 | 25,500 | 753,500 |
William R. Jacobs | 406,000 | 3.51 | 14,250 | 420,250 |
David V. Fasanella | 385,000 | 3.51 | 13,500 | 398,500 |
Robin Lefkowitz | 335,500 | 4.32 | 14,500 | 350,000 |
Vickie Tomasello (1) | 325,000 | 3.54 | 11,500 | 336,500 |
Compensation Committee Report |
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46 | 2024 Proxy Statement | Northfield Bancorp, Inc. |
Compensation Tables |
Summary Compensation Table | ||||||||
Name and principal position | Year | Salary ($) | Stock Awards(1) ($) | Option Awards ($) | Bonus ($) | Non-equity incentive plan compensation ($) | All other compensation(2) ($) | Total ($) |
Steven M. Klein, President and Chief Executive Officer | 2023 | 723,693 | 384,972 | — | — | — | 119,115 | 1,227,780 |
2022 | 695,078 | 296,490 | — | — | 359,779 | 137,794 | 1,489,141 | |
2021 | 665,231 | 283,909 | — | — | 375,818 | 141,291 | 1,466,249 | |
William R. Jacobs, Executive Vice President and Chief Financial Officer | 2023 | 403,615 | 165,945 | — | 30,000 | — | 65,705 | 665,265 |
2022 | 388,115 | 129,522 | — | — | 160,564 | 78,241 | 756,442 | |
2021 | 373,461 | 121,870 | — | — | 166,859 | 77,728 | 739,918 | |
David V. Fasanella Executive Vice President and Chief Lending Officer | 2023 | 382,692 | 157,237 | — | 30,000 | — | 57,638 | 627,567 |
2022 | 367,231 | 121,569 | — | — | 174,335 | 65,542 | 728,677 | |
2021 | 350,538 | 114,404 | — | 30,000 | 150,552 | 60,474 | 705,968 | |
Robin Lefkowitz, Executive Vice President and Chief Branch Administration, Deposit Operations and Business Development Officer | 2023 | 325,672 | 134,072 | — | 30,000 | — | 62,484 | 552,228 |
2022 | 311,902 | 103,580 | — | 17,500 | 110,796 | 73,556 | 617,334 | |
2021 | 292,646 | 97,496 | — | 30,000 | 138,663 | 80,748 | 639,553 | |
Tara L. French, Executive Vice President and Chief Risk Officer(3) | 2023 | 173,615 | 155,742 | — | — | — | 19,515 | 348,872 |
2022 | 364,389 | 121,853 | — | — | 150,696 | 63,359 | 700,297 | |
2021 | 351,194 | 114,404 | — | — | 156,985 | 59,179 | 681,762 | |
Vickie Tomasello, Executive Vice President and Chief Risk Officer | 2023 | 112,500 | 24,999 | — | — | — | 5,484 | 142,983 |
2022 | — | — | — | — | — | — | — | |
2021 | — | — | — | — | — | — | — |
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Northfield Bancorp, Inc. | 2024 Proxy Statement | 47 |
All Other Compensation | ||||||||||
Mr. Klein ($) | Mr. Jacobs ($) | Mr. Fasanella ($) | Ms. Lefkowitz ($) | Ms. French ($) | Ms. Tomasello ($) | |||||
Employer contributions to qualified and nonqualified deferred compensation plans | 85,399 | 49,208 | 33,735 | 41,937 | 8,872 | — | ||||
Automobile | 21,576 | 11,654 | 16,154 | 16,154 | 5,354 | 4,050 | ||||
Dividends paid on restricted stock awards(a) | 6,101 | 2,571 | 2,413 | 1,964 | 2,414 | — | ||||
Other(b) | 6,039 | 2,272 | 5,336 | 2,429 | 2,875 | 1,434 | ||||
Total | 119,115 | 65,705 | 57,638 | 62,484 | 19,515 | 5,484 | ||||
Grants of Plan-Based Awards Non-Equity Awards | ||||
Estimated future payouts under non-equity incentive plan awards | ||||
Name | Grant Date | Threshold ($) | Target ($) | Maximum ($) |
Steven M. Klein | 1/25/23 | 196,560 | 356,720 | 505,960 |
William R. Jacobs | 1/25/23 | 87,290 | 158,340 | 224,823 |
David V. Fasanella | 1/25/23 | 83,738 | 152,075 | 218,247 |
Robin Lefkowitz | 1/25/23 | 71,294 | 129,168 | 181,380 |
Tara L. French(1) | 1/25/23 | 81,915 | 148,590 | 210,979 |
Vickie Tomasello(2) | N/A | — | — | — |
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48 | 2024 Proxy Statement | Northfield Bancorp, Inc. |
Grants of Plan-Based Equity Awards Estimated Future Payouts Under Equity Incentive Plan Awards | ||||||
Name | Grant Date | Threshold (#) | Target (#) | Maximum (#) | All other stock awards: Number of shares of stock or units (#) | Grant date Fair Value of Stock and Option Awards(1) ($) |
Steven M. Klein | 1/27/23 | 6,697 | 13,395 | 20,092 | 13,395 | 388,455 |
William R. Jacobs | 1/27/23 | 2,887 | 5,774 | 8,661 | 5,774 | 167,446 |
David V. Fasanella | 1/27/23 | 2,735 | 5,471 | 8,206 | 5,471 | 158,659 |
Robin Lefkowitz | 1/27/23 | 2,332 | 4,665 | 6,997 | 4,665 | 135,285 |
Tara L. French(2) | 1/27/23 | 2,709 | 5,419 | 8,128 | 5,419 | 157,151 |
Vickie Tomasello | 8/28/23 | — | — | — | 2,354 | 24,999 |
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Northfield Bancorp, Inc. | 2024 Proxy Statement | 49 |
Outstanding Equity Awards at Fiscal Year-End | ||||||||
Stock Option Awards | Stock Awards | |||||||
Name | Grant Date | Number of securities underlying unexercised options (exercisable) (#) | Number of securities underlying unexercised options (unexercisable) (#) | Option exercise price ($) | Option expiration date(1) | Number of shares or units of stock that have not vested (#) | Market value of shares or units of stock that have not vested(2)(3) ($) | |
Steven M. Klein | 6/11/14 | 124,004 | — | 13.13 | 6/11/24 | — | — | |
5/27/15 | 135,000 | — | 14.76 | 5/27/25 | — | — | ||
11/1/17 | 40,000 | — | 16.89 | 11/1/27 | — | — | ||
2/17/20 | — | — | — | — | 2,878 | 36,205 | ||
1/29/21 | — | — | — | — | 18,376 | 231,170 | ||
1/28/22 | — | — | — | — | 15,657 | 196,965 | ||
1/27/23 | — | — | — | — | 26,790 | 337,018 | ||
William R. Jacobs | 5/27/15 | 12,000 | — | 14.76 | 5/27/25 | — | — | |
2/17/20 | — | — | — | — | 1,155 | 14,530 | ||
1/29/21 | — | — | — | — | 7,888 | 99,231 | ||
1/28/22 | — | — | — | — | 6,840 | 86,047 | ||
1/27/23 | — | — | — | — | 11,548 | 145,274 | ||
David V. Fasanella | 2/17/20 | — | — | — | — | 1,082 | 13,612 | |
1/29/21 | — | — | — | — | 7,404 | 93,142 | ||
1/28/22 | — | — | — | — | 6,420 | 80,764 | ||
1/27/23 | — | — | — | — | 10,942 | 137,650 | ||
Robin Lefkowitz | 6/11/14 | 18,000 | — | 13.13 | 6/11/24 | — | — | |
5/27/15 | 10,000 | — | 14.76 | 5/27/25 | — | — | ||
11/16/16 | 40,000 | — | 18.44 | 11/16/26 | — | — | ||
2/17/20 | — | — | — | — | 798 | 10,039 | ||
1/29/21 | — | — | — | — | 6,310 | 79,380 | ||
1/28/22 | — | — | — | — | 5,470 | 68,813 | ||
1/27/23 | — | — | — | — | 9,330 | 117,371 | ||
Vickie Tomasello | 8/28/23 | — | — | — | — | 2,354 | 29,613 |
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50 | 2024 Proxy Statement | Northfield Bancorp, Inc. |
Stock Option Exercised and Vested | ||||
Options Exercised and Stock Vested | ||||
Option Awards | Stock Awards | |||
Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($) |
Steven M. Klein | — | — | 18,323 | 267,289 |
William R. Jacobs | — | — | 7,525 | 109,757 |
David V. Fasanella | — | — | 7,063 | 103,018 |
Robin Lefkowitz | — | — | 5,452 | 79,498 |
Tara L. French | — | — | 7,066 | 103,062 |
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Northfield Bancorp, Inc. | 2024 Proxy Statement | 51 |
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52 | 2024 Proxy Statement | Northfield Bancorp, Inc. |
Non-Qualified Deferred Compensation Plan | |||||
Name | Executive contributions in last fiscal year ($)(1) | Registrant contributions in last fiscal year ($)(1) | Aggregate earnings in last fiscal year ($)(2) | Aggregate withdrawals/ distributions ($) | Aggregate balance at last fiscal year end ($)(3) |
Steven M. Klein | 28,948 | 33,058 | 216,523 | — | 1,246,780 |
William R. Jacobs | 8,072 | 7,045 | 16,168 | — | 120,394 |
David V. Fasanella | 26,788 | 5,255 | 19,468 | — | 165,196 |
Robin Lefkowitz | — | — | 71 | — | 1,680 |
Tara L. French | 63,170 | 638 | 33,225 | 58,386 | 329,539 |
Disability Coverage |
Life Insurance Coverage |
Employment Agreements |
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Northfield Bancorp, Inc. | 2024 Proxy Statement | 53 |
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54 | 2024 Proxy Statement | Northfield Bancorp, Inc. |
Potential Payments to Named Executive Officers |
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Northfield Bancorp, Inc. | 2024 Proxy Statement | 55 |
Potential Payments to Named Executive Officers | |||||
Mr. | Mr. | Mr. | Ms. | Ms. | |
Klein | Jacobs | Fasanella | Lefkowitz | Tomasello | |
Disability(1) | |||||
Salary continuation | $555,409 | $233,409 | $212,409 | $162,909 | $152,409 |
Acceleration of vesting of equity awards(6) | 801,359 | 345,082 | 325,168 | 275,603 | 29,613 |
Medical, dental and other health benefits | 25,122 | 144 | 18,464 | 144 | 18,464 |
Total | $1,381,890 | $578,635 | $556,041 | $438,656 | $200,486 |
Death(2) | |||||
Salary (lump-sum payment) | $728,000 | $406,000 | $385,000 | $335,500 | $325,000 |
Acceleration of vesting of equity awards(6) | 801,359 | 345,082 | 325,168 | 275,603 | 29,613 |
Medical, dental and other health benefits | 25,122 | 144 | 18,464 | 144 | 18,464 |
Total | $1,554,481 | $751,226 | $728,632 | $611,247 | $373,077 |
Discharge Without Cause or Resignation With Good Reason — No Corporate Transaction(3) | |||||
Salary (lump sum) | $2,184,000 | $812,000 | $770,000 | $671,000 | $650,000 |
Bonus (lump sum) | 1,015,422 | 330,768 | 324,888 | 266,960 | — |
Medical, dental and other health benefits(4) | 64,647 | 808 | 42,362 | 1,088 | 42,362 |
Life insurance contributions(4) | 1,205 | 750 | 5,156 | 994 | 1,259 |
Total | $3,265,274 | $1,144,326 | $1,142,406 | $940,042 | $693,621 |
Discharge Without Cause or Resignation With Good Reason — Corporate Transaction(5) | |||||
Salary (lump sum) | $2,184,000 | $812,000 | $770,000 | $671,000 | $650,000 |
Bonus (lump sum – see below)(5) | |||||
Relating to Change in Control | 1,127,454 | 337,718 | 348,670 | 277,326 | — |
Relating to Merger of Equals | 1,015,422 | 330,768 | 324,888 | 266,960 | — |
Acceleration of vesting of equity awards(6) | 801,359 | 345,082 | 325,168 | 275,603 | 29,613 |
Medical, dental and other health benefits | 64,647 | 808 | 42,362 | 1,088 | 42,362 |
Life insurance contributions | 1,205 | 750 | 5,156 | 994 | 1,259 |
Total (Change in Control) | $4,178,665 | $1,496,358 | $1,491,356 | $1,226,011 | $723,234 |
Total (Merger of Equals) | $4,066,633 | $1,489,408 | $1,467,574 | $1,215,645 | $723,234 |
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56 | 2024 Proxy Statement | Northfield Bancorp, Inc. |
CEO Pay Ratio |
Pay Versus Performance |
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Northfield Bancorp, Inc. | 2024 Proxy Statement | 57 |
Value Based on Initial Fixed Investment of $100 as of December 31, 2019 | ||||||||
Summary Compensation Table Total for CEO(1) ($) | Compensation Actually Paid to CEO(2) ($) | Average Summary Compensation Table Total for Non-CEO NEOs(1) ($) | Average Compensation Paid for Non- CEO NEOs(2) ($) | Total Shareholder Return ($) | Peer Group Total Shareholder Return(3) ($) | Net Income ($) | EPS(4) ($) | |
2023 | ||||||||
2022 | ||||||||
2021 | ||||||||
2020 |
Equity Award Adjustments | |||||||
Executive(s) | Summary Compensation Table Total ($) | Deduct Equity Awards Granted in Current Year ($) | Add year-end Value of Unvested Equity Awards Granted in Current Year ($) | Change in Value of Unvested Equity Awards Granted in Prior Years ($) | Change in Value of Equity Awards Granted in Prior Years Which Vest in Current Year ($) | Compensation Actually Paid ($) | |
2023 | CEO | ( | |||||
2023 | Other NEOs | ( | |||||
2022 | CEO | ( | ( | ||||
2022 | Other NEOs | ( | ( | ||||
2021 | CEO | ||||||
2021 | Other NEOs | ||||||
2020 | CEO | ( | |||||
2020 | Other NEOs | ( | ( |
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58 | 2024 Proxy Statement | Northfield Bancorp, Inc. |
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Northfield Bancorp, Inc. | 2024 Proxy Statement | 59 |
Say-on-Pay |
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60 | 2024 Proxy Statement | Northfield Bancorp, Inc. |
Audit Committee Report |
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Northfield Bancorp, Inc. | 2024 Proxy Statement | 61 |
Policy for Approval of Audit and Permitted Non-Audit Services |
Auditor Fees and Services |
Year Ended December 31, 2023 | Year Ended December 31, 2022 | |
Audit Fees | $525,000 | $— |
Audit-Related Fees | — | — |
Tax Fees | 73,960 | 71,758 |
Total Fees | $598,960 | $71,758 |
Year Ended December 31, 2023 | Year Ended December 31, 2022 | |
Audit Fees | $— | $704,000 |
Audit-Related Fees | 125,000 | 8,000 |
Total Fees | $125,000 | $712,000 |
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62 | 2024 Proxy Statement | Northfield Bancorp, Inc. |
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Northfield Bancorp, Inc. | 2024 Proxy Statement | 63 |
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64 | 2024 Proxy Statement | Northfield Bancorp, Inc. |
þ | ||
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE “FOR” EACH OF THE PERSONS NOMINATED BY THE BOARD OF DIRECTORS. | ||
Name(1) | Positions Held in Northfield Bancorp, Inc. | Shares of Common Stock Beneficially Owned(2) | Percent of Class |
Annette Catino | Director | 398,113(3) | * |
Gil Chapman | Director | 175,787(4) | * |
John P. Connors, Jr. | Director | 298,001(5) | * |
Timothy C. Harrison | Director | 173,392(6) | * |
Karen J. Kessler | Director | 170,723(7) | * |
Steven M. Klein | Chairman, President, and Chief Executive Officer | 868,691(8) | 1.91% |
Gualberto (Gil) Medina | Director | 8,869 | * |
Rachana A. Kulkarni | Director | 4,057 | * |
Frank P. Patafio | Director | 289,731(9) | * |
Patrick L. Ryan | Director | 170,730(10) | * |
Paul V. Stahlin | Director | 47,723(11) | * |
David V. Fasanella | Executive Vice President, Chief Lending Officer | 59,720(12) | * |
William R. Jacobs | Executive Vice President, Chief Financial Officer | 122,941(13) | * |
Vickie Tomasello | Executive Vice President, Chief Risk Officer | 8,458 | * |
Robin Lefkowitz | Executive Vice President, Chief Branch Administration, Deposit Operations and Business Development Officer | 146,275(14) | * |
All Directors and Executive Officers as a group (15 individuals) | 2,943,212 | 6.48%(15) |
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Northfield Bancorp, Inc. | 2024 Proxy Statement | 65 |
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66 | 2024 Proxy Statement | Northfield Bancorp, Inc. |
þ | ||
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU VOTE “FOR” THE RESOLUTION SET FORTH IN PROPOSAL 2. | ||
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Northfield Bancorp, Inc. | 2024 Proxy Statement | 67 |
þ | ||
THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE “FOR” THE RATIFICATION OF CROWE LLP AS THE COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDING DECEMBER 31, 2024. | ||
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68 | 2024 Proxy Statement | Northfield Bancorp, Inc. |
Delinquent Section 16(a) Reports |
Proxy Solicitation Costs |
Voting by Benefit Plans |
Other Matters |
Online Delivery of Proxy and Other Materials |
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Northfield Bancorp, Inc. | 2024 Proxy Statement | 69 |
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70 | 2024 Proxy Statement | Northfield Bancorp, Inc. |
Householding of Proxy Statements and Annual Reports |
BY ORDER OF THE BOARD OF DIRECTORS | |
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Susan Aufiero-Peters, Esq | |
Senior Vice President and Corporate Secretary |
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Northfield Bancorp, Inc. | 2024 Proxy Statement | 71 |
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