DEF 14A 1 nc10022653x1_def14a.htm DEF 14A

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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
Filed by the Registrant ☒
Filed by a party other than the Registrant
Check the appropriate box:
Preliminary Proxy Statement
Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
Definitive Proxy Statement
Definitive Additional Materials
Soliciting Material Pursuant to ss. 240.14a-12
Northfield Bancorp, Inc.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
No fee required.
 
 
Fee computed on table below per Exchange Act Rules 14a-6(a)(1) and 0-11.
 
 
 
 
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Title of each class of securities to which transaction applies:
 
 
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Fee paid previously with preliminary materials.
 
 
 
Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
 
 
 
 
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VIRTUAL ONLY ANNUAL MEETING OF STOCKHOLDERS
April 14, 2021
Dear Fellow Stockholder:
To minimize health risks to stockholders and employees, the 2021 Annual Meeting of Stockholders of Northfield Bancorp, Inc., the parent company of Northfield Bank will be held in a virtual only format with stockholder participation via live audio webcast. The Annual Meeting will be held on May 26, 2021, at 10:00 A.M. Eastern Time. You may participate in the Annual Meeting, submit questions, and vote online, until voting is closed, at www.virtualshareholdermeeting.com/NFBK2021.
The accompanying Notice of Annual Meeting and Proxy Statement describe the formal business expected to be transacted. During the Annual Meeting we also will report on the consolidated operations of Northfield Bancorp, Inc.
The business to be conducted at the Annual Meeting consists of the election of three directors, consideration of an advisory, non-binding resolution with respect to the executive compensation described in the Proxy Statement, and ratification of the appointment of KPMG LLP as independent registered public accounting firm for the year ending December 31, 2021.
The Board of Directors has determined that the matters to be considered at the Annual Meeting are in the best interest of Northfield Bancorp, Inc. and its stockholders, and unanimously recommends a vote “FOR” each matter to be considered.
YOUR VOTE IS IMPORTANT. You may vote your shares using the Internet or the telephone by following the instructions set forth in the Proxy Statement. You also may vote by signing, dating, and returning a Proxy Card or voting instruction form, in the postage-paid envelope provided, if you requested and received a paper copy of the Proxy Statement. Voting in advance of the Annual Meeting will not prevent you from voting online during the live, audio webcast, but will assure that your vote is counted if you are unable to participate in the Annual Meeting. However, if your shares are not registered in your name, you will need additional documentation from the recordholder to vote via the live audio webcast. YOU DO NOT NEED A VOTING CONTROL NUMBER TO ACCESS THE ANNUAL MEETING, BUT YOU WILL ONLY BE ABLE TO VOTE YOUR SHARES AT THE ANNUAL MEETING BY ENTERING YOUR CONTROL NUMBER FOUND IN THE MATERIALS YOU RECEIVED.
Also provided for your review or made available online is our Annual Report on Form 10-K for the year ended December 31, 2020, which contains detailed information concerning our activities and operating performance. On behalf of the Board of Directors, I thank you for your continued support.
 
Sincerely,
 

 
John W. Alexander
 
Chairman of the Board

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NORTHFIELD BANCORP, INC.
***VIRTUAL ONLY***
www.virtualshareholdermeeting.com/NFBK2021

2021 ANNUAL MEETING OF STOCKHOLDERS
May 26, 2021, 10:00 A.M. Eastern Time
NOTICE OF 2021 ANNUAL MEETING OF STOCKHOLDERS
Notice is hereby given that the 2021 Annual Meeting of Stockholders of Northfield Bancorp, Inc. will be held VIRTUAL ONLY at 10:00 a.m., Eastern Time, on May 26, 2021. You may participate in the Annual Meeting, submit questions, and vote online, until voting is closed, at www.virtualshareholdermeeting.com/NFBK2021. The Meeting is for the purpose of considering and acting upon:
1.
The election of three directors;
2.
An advisory, non-binding resolution to approve the executive compensation described in the Proxy Statement;
3.
The ratification of the appointment of KPMG LLP as independent registered public accounting firm for the year ending December 31, 2021; and
such other matters as may properly come before the Annual Meeting, or any adjournments thereof. The Board of Directors is not aware of any other business to come before the Annual Meeting.
Any action may be taken on the foregoing proposals at the Annual Meeting on the date specified above, or on any date or dates to which the Annual Meeting may be adjourned. Stockholders of record at the close of business on March 29, 2021, are the stockholders entitled to vote at the Meeting, and any adjournments thereof.
All stockholders of record of Northfield Bancorp, Inc. (the “Company”) entitled to vote during the live audio webcast should receive, by U.S. mail, a Notice of Internet Availability of Proxy Materials (the “Notice of Internet Availability”). The Notice of Internet Availability will instruct you as to how you may access and review all of the important information contained in the proxy materials. If you received a Notice of Internet Availability by mail and would like to receive a printed copy of our proxy materials, you should follow the instructions included in the Notice of Internet Availability for requesting such materials.
Your Vote is Important
Please vote as promptly as possible by using the Internet or telephone, or by signing, dating, and returning the Proxy Card or voting instruction form, in the postage-paid envelope (mailed to those who requested and received paper copies of this Proxy Statement).
Even if you plan to participate in the live audio webcast, you may choose to vote your shares by Internet, by telephone or by signing, dating, and returning, without delay, in the postage paid envelope, the enclosed Proxy Card or voting instruction form, if you requested and received a paper copy of the Proxy Statement. Any proxy that you give may be revoked at any time before it is exercised. You may revoke a proxy by filing with the Corporate Secretary of Northfield Bancorp, Inc., a written revocation, or a duly executed proxy bearing a later date. If you participate in the live webcast, you may revoke your proxy and vote on each matter brought before the meeting. However, if your shares are not registered in your name, you will need additional documentation from the record holder to vote via the live audio webcast. You do not need a voting control number to access the Annual Meeting, but you will only be able to vote your shares at the Annual Meeting by entering your CONTROL NUMBER FOUND IN THE MATERIALS YOU RECEIVED.
 
By Order of the Board of Directors
 

Woodbridge, New Jersey
Suzanne E. Andrews
April 14, 2021
Vice President and Corporate Secretary



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PROXY STATEMENT
NORTHFIELD BANCORP, INC.
***VIRTUAL ONLY***
www.virtualshareholdermeeting.com/NFBK2021
2021 ANNUAL MEETING OF STOCKHOLDERS
May 26, 2021, 10:00 A.M. Eastern Time
Proxy Summary
Proposals to be Voted On
Proposal
Board Recommendation
Proposal 1 - Election of Directors. Information regarding each nominee can be found beginning on page 9.
The Board of Directors recommends a vote “FOR” each of the nominees for Director.
 
 
Proposal 2 – Advisory, non-binding resolution to approve executive compensation. Information regarding our executive compensation can be found beginning on page 22.
The Board of Directors recommends a vote “FOR” the approval of the advisory, non-binding resolution, to approve the executive compensation described in this Proxy Statement.
 
 
Proposal 3 - Ratification of the appointment of KPMG LLP as independent registered public accounting firm for the year ending December 31, 2021. Information regarding fees and services of KPMG LLP can be found on page 40.
The Board of Directors recommends a vote “FOR” the ratification of KPMG LLP as the Company’s independent registered public accounting firm.
Nominees for Director
Name
Age
Director Since
Independent
Committees
Timothy C. Harrison
63
2013
Compensation, Loan, Nom. & Corp. Governance
Karen J. Kessler
64
2013
Compensation, Compliance & IT, Risk
Patrick L. Ryan
71
2016
Compliance & IT, Loan, Risk
Corporate Governance Highlights
•  90% of directors are independent in accordance
    with NASDAQ Stock Market rules.
•  Independent directors comprise 100% of our
    Nominating & Corporate Governance,
    Compensation, and Audit Committees.
•  Lead Independent Director.
•  Diverse and experienced Board of Directors.
•  Robust stock ownership requirements for
    Directors and Executive Officers.
•  Environmental, Social and Governance
    commitment – See information beginning on
    page 47 of the Proxy Statement, and the 2020
    Annual Report available at
    www.enorthfield.com.
•  Risk Committee responsibility for enterprise-
    wide risk oversight and determining that
    significant risks are monitored by the Board or a
    Board committee.
•  Prohibition against hedging and borrowing
    against Company stock.
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Executive Compensation Overview
•  Executive compensation program focused on
    performance and risk management.
•  Executive compensation comprises a balance of
    short-term and long-term, fixed and variable,
    and cash and equity elements focused on 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 97% in 2020).
•  Timely feedback from stockholders - Company
    supports annual “say-on-pay” vote.
•  CEO Pay ratio of 21 to 1 in 2020.
•  Limited use of employment/change-in-control
    contracts, with “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.
•  Claw back requirements contained in incentive
    compensation plans and Board-adopted
    policies for both cash and equity compensation.
ANNUAL MEETING OF STOCKHOLDERS
This Proxy Statement is furnished in connection with the solicitation of proxies on behalf of the Board of Directors of Northfield Bancorp, Inc. to be used at the 2021 Annual Meeting of Stockholders of Northfield Bancorp, Inc., which will be held via live webcast at www.virtualshareholdermeeting.com/NFBK2021, at 10:00 a.m., Eastern Time, on May 26, 2021, and all adjournments of the Annual Meeting. The accompanying Notice of Annual Meeting of Stockholders and this Proxy Statement are first being made available to stockholders on or about April 14, 2021.
REVOCATION OF PROXIES
Stockholders who execute proxies in the form solicited hereby retain the right to revoke them in the manner described below. Unless so revoked, the shares represented by such proxies will be voted at the Annual Meeting and all adjournments thereof. Proxies solicited on behalf of our Board of Directors will be voted in accordance with the directions given thereon. You may vote by using the Internet or telephone or by signing, dating, and returning your Proxy Card or voting instruction form to Northfield Bancorp, Inc., if you requested and received a paper copy of the Proxy Statement. Unrevoked proxies we receive that are signed and dated, but contain no instructions for voting, will be voted “FOR” Proposals 1, 2, and 3, as set forth in this Proxy Statement.
Proxies may be revoked by sending written notice of revocation to the Corporate Secretary of Northfield Bancorp, Inc., at 581 Main Street, Suite 810, Woodbridge, New Jersey 07095, or by returning a duly executed proxy bearing a later date by mail as described on your Proxy Card. Participation by live audio webcast, of any stockholder who had given a proxy shall not revoke such proxy unless the stockholder votes his or her ballot via live webcast at the Annual Meeting or delivers a written revocation to the Corporate Secretary prior to the voting of such proxy.
VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF
Holders of record of our shares of common stock, par value $0.01 per share, as of the close of business on March 29, 2021, are entitled to one vote for each share then held. As of March 29, 2021, there were 51,583,020 shares of common stock issued and outstanding. The presence via live webcast or by proxy of a majority of the outstanding shares of common stock entitled to vote is necessary to constitute a quorum at the Annual Meeting. Abstentions and broker non-votes will be counted for purposes of determining that a quorum is present. A list of such stockholders will be available for inspection at 581 Main Street, Suite 810, Woodbridge, New Jersey 07095 for 10 days prior to the Annual Meeting. The list also will be available for inspection during the Annual Meeting.
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As to the election of directors, a stockholder may: vote FOR all nominees proposed by the Board; vote to WITHHOLD for all nominees; or vote FOR ALL EXCEPT one or more of the nominees being proposed. Directors are elected by a plurality of votes cast, without regard to either broker non-votes, or proxies as to which the authority to vote for the nominees being proposed is withheld.
As to the advisory, non-binding resolution to approve our executive compensation as described in this Proxy Statement, a stockholder may: (i) vote “FOR” the resolution; (ii) vote “AGAINST” the resolution; or (iii) “ABSTAIN” from voting on the resolution. The affirmative vote of a majority of the votes cast at the Annual Meeting, without regard to either broker non-votes, or shares as to which the “ABSTAIN” box has been selected on the proxy card, is required for the approval of this non-binding resolution. While this vote is required by law, it will neither be binding on Northfield Bancorp, Inc. or the Board of Directors, nor will it create or imply any change in the fiduciary duties of, or impose any additional fiduciary duty on Northfield Bancorp, Inc. or the Board of Directors.
As to the ratification of KPMG LLP as our independent registered public accounting firm for the year ending December 31, 2021, a stockholder may: (i) vote FOR the ratification; (ii) vote AGAINST the ratification; or (iii) ABSTAIN from voting on such ratification. The affirmative vote of a majority of the votes cast at the Annual Meeting, without regard to either broker non-votes, or shares as to which the “ABSTAIN” box has been selected on the proxy card, is required for the ratification of KPMG LLP as the independent registered public accounting firm for the year ending December 31, 2021.
Persons and groups who beneficially own in excess of 5% of our shares of common stock are required to file certain reports with the Securities and Exchange Commission (the “SEC”) regarding such ownership pursuant to the Securities Exchange Act of 1934 (the “Exchange Act”). The following table sets forth, as of March 29, 2021, the shares of our common stock beneficially owned by each person known to us who was the beneficial owner of more than 5% of the outstanding shares of common stock.
Under the Company’s Certificate of Incorporation, subject to certain exceptions, record owners of the Company’s common stock that is beneficially owned by a person who beneficially owns in excess of 10% of the outstanding shares are not entitled to vote any of the shares held in excess of the 10% limit.
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
4,178,492
8.1%
 
 
Blackrock, Inc.
55 East 52nd Street
New York, NY 10055
7,533,303(2)
14.6%
 
 
The Vanguard Group
100 Vanguard Blvd.
Malvern, PA 19355
​5,309,767(3)
10.3%
 
 
Dimensional Fund Advisors, LP
Building One
6300 Bee Cave Road
Austin, TX 78746
3,730,065(4)
7.2%
(1)
In accordance with Rule 13d-3 under the Exchange Act, a person or entity is deemed to be the beneficial owner for purposes of this table, of any shares of common stock if they have shared voting or investment power with respect to such security, or a right to acquire beneficial ownership at any time within 60 days from the date as of which beneficial ownership is being determined. As used herein, “voting power” is the power to vote or direct the voting of shares and “investment power” is the power to dispose or direct the disposition of shares, and includes all shares held directly as well as by spouses and minor children, in trust and other indirect ownership, over which shares the named individuals effectively exercise sole or shared voting or investment power.
(2)
This information is based on Schedule 13G/A filed with the Securities Exchange Commission on January 26, 2021
(3)
This information is based on Schedule 13G/A filed with the Securities Exchange Commission on March 10, 2021.
(4)
This information is based on Schedule 13G/A filed with the Securities Exchange Commission on March 9, 2021.
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CORPORATE GOVERNANCE AND BOARD MATTERS
Board of Directors, Leadership Structure, Role in Risk Oversight, Meetings and Standing Committees
Board of Directors. There are currently Ten (10) members of the Board of Directors:
John W. Alexander
John P. Connors, Jr.
Frank P. Patafio
Annette Catino
Timothy C. Harrison
Patrick L. Ryan
Gil Chapman
Karen J. Kessler
Paul V. Stahlin
 
Steven M. Klein
 
The Board of Directors affirmatively determines the independence of each director in accordance with NASDAQ Stock Market rules, which include all elements of independence as set forth in the listing requirements for NASDAQ securities. The Board of Directors has determined that each of the above directors, other than Mr. Klein, meets the independence standards to be considered an independent director, as defined. In addition, the Board of Directors has determined that all of the above directors, other than Mr. Klein, qualify to serve on the Audit Committee and the Compensation Committee pursuant to additional applicable independence requirements and guidelines of NASDAQ and the rules and regulations of the SEC. The Board of Directors has also determined that directors Catino, Chapman, Patafio, and Stahlin each meet the qualifications to serve as an “audit committee financial expert” as that term is used in the rules and regulations of the SEC. The Board of Directors has designated Audit Committee members Catino, Chapman, Patafio, and Stahlin as “audit committee financial experts.”
Leadership Structure. The Nominating and Corporate Governance Committee and the Board of Directors periodically review the functioning of the Board, including an assessment of its effectiveness, and the ability of directors to identify and discuss topics of relevant interest or concern. The Board of Directors believes that it should maintain the flexibility to select the Chairman, and its Board leadership structure, based upon the Board’s operating needs and its assessment of what is in the best interest of the Company and its stockholders. Currently, the offices of the Chairman of the Board and the Chief Executive Officer are separate, with Mr. Alexander serving as Chairman and Mr. Klein serving as Chief Executive Officer.
On February 24, 2021, Mr. Alexander informed the Board that he would be retiring from the Board of Directors following the 2021 Annual Meeting. In connection with Mr. Alexander’s retirement announcement, the Board discussed and evaluated the benefits and considerations of a unified role of Chairman and Chief Executive Officer. The Board concluded that a unified leadership role of Chairman and CEO, in conjunction with a strong lead independent director, and lead independent director charter, was an appropriate leadership structure for the Company, and the Board determined Mr. Klein should serve as Chairman following Mr. Alexander’s retirement.
As noted above, the Board of Directors recognizes the importance of strong independent leadership on the Board. Accordingly, in addition to the Board maintaining a majority of independent directors and independent Nominating and Corporate Governance, Compensation, and Audit Committees, the Board also has designated the position of Lead Independent Director. The Board of Directors believes that the Lead Independent Director structure provides additional independent leadership, oversight, and benefits for the Company. Our Corporate Governance Principles provide that a majority of the independent directors appoint the Lead Independent Director. The Lead Independent Director serves for a two-year term or until such time that a successor has been appointed. Currently, Ms. Catino serves as the Board’s Lead Independent Director. The independent directors also have approved a Lead Independent Director Charter delineating the role and responsibilities of the Lead Independent Director, which include the following:
promote open and effective communications among the Chairman of the Board and independent members of the Board and in conjunction with the Chairman, management of the Company. The role of the Lead Director also is to facilitate and promote the Board’s strength and independence;
convene and chair executive sessions of the independent directors at least twice annually, and other meetings as may be necessary from time to time and, as appropriate, provide prompt feedback to the Chairman of the Board;
coordinate and develop the agenda for executive sessions of independent directors;
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coordinate ongoing feedback to the Chairman of the Board on behalf of independent directors regarding business issues and management;
coordinate and develop with the Chairman of the Board the agendas for meetings of the Board and informational needs associated with those agendas and presentations;
identify and develop with the Chairman of the Board and the Nominating and Corporate Governance Committee, the Board’s compositional needs and criteria for director candidates;
coordinate with legal counsel, responses to questions and/or concerns from stockholders or other interested parties that were communicated or addressed to the Company’s independent directors; and
perform such other duties as may be necessary for the Board to fulfill its responsibilities or as may be requested by the Board as a whole, by the non-management directors, or by the Chairman of the Board.
Role in Risk Oversight. The Board of Directors fulfills its risk oversight role primarily through its Risk Committee, and its other standing committees. The Risk Committee has responsibility for enterprise-wide risk oversight and determining that significant risks of the Company are monitored by the Board of Directors or one of its standing committees. In addition, the Risk Committee (or a committee with oversight responsibility for such risks) reviews new products and services proposed to be implemented by management to determine that appropriate risk identification has occurred; controls are considered to mitigate identified risks to an acceptable level; and significant risks are monitored by one of the Board’s standing committees.
Each Board committee and its chair works with the Chief Risk Officer and other members of management in overseeing its assigned risks. Each committee receives reports and information regarding relevant risks directly from management and the Chief Risk Officer. Each Board committee is responsible for oversight of specific risks, including those outlined in the committee’s charter. In addition, director committee assignments are made with the intention of having directors serve on multiple committees to foster communications and synergies among committees, while reducing redundancies and inefficiencies.
The Board periodically receives reports and information about the Company’s enterprise-wide risk management program directly from the Risk Committee and members of management, including the Chief Risk Officer. Committee chairs make periodic reports to the Board of Directors regarding significant activities and actions of their committee, including activities related to risk monitoring and oversight. The reports are discussed and accepted by the Board of Directors, with specific approvals provided for certain actions of the committees.
Related to employee compensation programs of the Company, the Compensation Committee meets periodically, but not less than annually, with the Company’s Chief Risk Officer, the Director of Human Resources, its independent compensation consultant, and the Chief Executive Officer to review the risk assessment of the Company’s compensation programs (including cash incentive compensation programs administered by management) for all of the Company’s employee levels. The objective of the review is to ensure that the compensation programs do not encourage behaviors that expose the Company to unacceptable types and levels of risk in relation to its business model.
The Chief Audit Executive provides a report to the Compensation Committee annually regarding procedures performed and conclusions, related to the annual cash incentive compensation awards for executive officers, including Named Executive Officers.
For executive officers, the Compensation Committee evaluates, in consultation with the Director of Human Resources and its independent compensation consultant, the balance of compensation elements between cash and equity, fixed versus variable, and long-term versus short-term. The evaluation considers, among other things, the level of potential cash incentive compensation as compared to base salary, the focus of individual goals, weighting, appropriateness of clawbacks, and the balance of such goals, as well as internal controls in place to mitigate possible high-risk behaviors.
The Compensation Committee receives a report from the Director of Human Resources and its independent compensation consultant, on all other compensation programs maintained by the Company. The report includes, among other things, the parameters for potential cash incentive compensation as compared to base salary, the focus of goals, appropriateness of clawbacks, and the balance of such goals, as well as internal controls in place to mitigate possible high-risk behaviors.
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Based upon this risk assessment, the Compensation Committee concluded that the compensation programs (including cash incentive compensation) for all employee levels were based on balanced performance metrics that were reasonable in relation to base salary, and promoted disciplined progress towards longer-term strategic objectives.
The Compensation Committee also concluded, among other things, that the compensation programs did not motivate improper risk taking, and are not reasonably likely to have a material adverse effect on the Company. The Company will continue to conduct risk assessments and will review compensation processes in light of changing circumstances, including new and emerging regulations or market practices.
Meetings. The business of Northfield Bancorp, Inc. is conducted at regular and special meetings of the Board and its standing committees. The Board and its standing committees generally conduct their meetings in person, but as appropriate, including consideration of health and safety concerns related to the pandemic has over the last year routinely met via video-telephony utilizing secure web based service providers, secure telephonic methods, or acted by unanimous written consent. During the year ended December 31, 2020, the Board of Directors held twelve (12) meetings. Independent directors meet in executive sessions no less than twice a year.
No member of the Board or any committee thereof participated in fewer than 75% of the aggregate of: (i) the total number of meetings of the Board of Directors (held during the period for which she or he has been a director); and (ii) the total number of meetings held by all committees of the Board on which she or he served (during the periods that she or he served).
Standing Committees. The Company has six standing committees of the Board consisting of Nominating and Corporate Governance, Audit, Compensation, Risk, Loan, and Compliance and Information Technology (IT).
The duties and responsibilities of the Board’s standing committees are as follows:
The Nominating and Corporate Governance Committee consists of directors Catino, who serves as Chairman, Connors, Chapman, and Harrison. Our Board of Directors has adopted a written charter for the Nominating and Corporate Governance Committee, which is available on our website at www.eNorthfield.com. The Nominating and Corporate Governance Committee held five (5) meetings.
The duties and responsibilities of the Nominating and Corporate Governance Committee include assisting the Board of Directors in implementing policies and practices related to corporate governance, including:
reviewing and monitoring our compliance with our Corporate Governance Principles, Code of Conduct and Ethics for Employees, Officers and Directors, and Code of Conduct and Ethics for Senior Financial Officers;
periodically evaluating the size, composition, and independence of the Board of Directors and its committees, including applicable NASDAQ listing standards, for independence;
evaluating individuals to be considered for Board service;
recommending director nominees to the Board;
overseeing the process to assess Board and committee effectiveness;
making recommendations to the Board with respect to committee assignments;
in consultation with the Compensation Committee, reviewing and recommending director compensation;
monitoring compliance with director and executive stock ownership guidelines; and
monitoring plans, programs and results related to environment, social and governance matters, including those elements under the oversight of other committees of the Board.
The Audit Committee consists of directors Patafio, who serves as Chairman, Catino, Chapman, and Stahlin. Our Board of Directors has adopted a written charter for the Audit Committee, which is available on our website at www.eNorthfield.com. The Audit Committee held thirteen (13) meetings during the year ended December 31, 2020.
The duties and responsibilities of the Audit Committee include:
monitoring and overseeing the integrity of our accounting and financial reporting process, audits, financial statements and systems of internal controls;
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monitoring and overseeing the independence and performance of our external auditors, internal auditors, and outsourced internal audit consultants;
facilitating communication among the external auditors, management, internal auditors, and the outsourced internal audit consultants; and
maintaining oversight of the external and internal auditors, including the appointment, compensation, retention and, when considered necessary, the dismissal of the external auditors and the Chief Audit Executive.
The Compensation Committee consists of directors Stahlin, who serves as Chairman, Catino, Harrison, and Kessler. Our Board of Directors has adopted a written charter for the Compensation Committee, which is available on our website at www.eNorthfield.com. The Compensation Committee held ten (10) meetings.
The duties and responsibilities of the Compensation Committee include:
reviewing, evaluating and recommending to the Board of Directors objectives relevant to the Chief Executive Officer’s compensation; evaluating the Chief Executive Officer’s performance relative to established goals; and reviewing, evaluating and recommending to the Board the Chief Executive Officer’s compensation, including amounts available for awards under incentive cash plans and equity-based plans;
reviewing, evaluating and recommending to the Board of Directors, in consultation with the Chief Executive Officer, goals relevant to the compensation of other executive officers; reviewing such officers’ performance in light of these goals and recommending to the Board such officers’ compensation, including amounts available for awards under cash incentive plans and equity-based plans;
reviewing the Company’s compensation practices and the relationship among risk, risk management, and compensation in light of the Company’s objectives, including its safety and soundness and the avoidance of practices that would encourage excessive risk;
establishing and administering our equity-based compensation plans, and incentive cash compensation program for executive management;
reviewing, evaluating, and recommending in consultation with the Nominating and Corporate Governance Committee, the compensation to be paid to our directors and to directors of our affiliates for their service on the Board;
overseeing the Company’s strategies related to key human resources policies and practices including those with respect to matters such as diversity, equity, and inclusion, workplace environment and corporate culture, and employee health and wellbeing and reporting periodically to the Nominating and Corporate Governance Committee;
reviewing, evaluating and recommending the succession planning, talent development and retention for executive officers, including the Chief Executive Officer, and the leadership pipeline below the executive officer level;
appointing the named fiduciaries and the plan administrator for employee benefit plans subject to the Employee Retirement Information Security Act; approving the compensation for any named fiduciary who is not an employee; and receiving reports from and overseeing the named fiduciaries;
reviewing and approving changes in our tax-qualified benefit plans that result in material changes in costs or the benefit levels provided and changes in a plan’s trustee, administrator, or service provider;
approving the delegation of authority to a management level benefits committee, or appropriate officers, to administer and amend the Company’s compensation and benefits programs, including the authority to interpret the program in individual cases (amendments cannot materially increase expenses to the Company without Compensation Committee approval). The Compensation Committee reviews and approves the charter of the benefits committee on an annual basis, and receives periodic reports on its activities and actions;
reviewing, evaluating, and recommending the terms of employment and severance agreements and arrangements for executive management, including any change of control and indemnification provisions, as well as other compensatory arrangements and perquisite programs for executive management;
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reviewing the compensation discussion and analysis included in the proxy statements of the Company, and approving the related Compensation Committee Report; and
reviewing and evaluating annually the independence of Compensation Committee consultants and legal advisors.
The Risk Committee’s duties and responsibilities include monitoring the Company’s enterprise-wide risk management program as well as reviewing and monitoring concentration risk, interest rate and liquidity risks, strategic planning, capital deployment, annual budgeting processes, and asset quality (excluding loans). The Risk Committee held five (5) meetings during the year ended December 31, 2020.
The Loan Committee’s duties and responsibilities include annually reviewing and recommending for approval all of the Company’s policies related to lending, approving or rejecting loans meeting certain criteria as described in loan policies, and monitoring loan quality, including loan concentration levels. The Loan Committee held twenty-five (25) meetings during the year ended December 31, 2020.
The Compliance and IT Committee’s duties and responsibilities include overseeing the Company’s Bank Secrecy Act/Anti-Money Laundering and Consumer Compliance Programs, assessing the adequacy of consumer compliance controls and internal consumer compliance monitoring, and oversight of compliance with the Community Reinvestment Act. The Committee also provides oversight of information technology and information security policies, planning, training and risk management. The Compliance and IT Committee receives periodic reports from the Chief Information Officer, the Chief Information Security Officer, and the Chief Risk Officer on matters related to information security, reviews, at least annually, the Company’s cyber security insurance policy, and engages a third party consultant to assist in executing upon certain duties and responsibilities. The Compliance and IT Committee held seven (7) meetings during the year ended December 31, 2020.
Director and Director Nominee Evaluation Process
The Nominating and Corporate Governance Committee evaluates our current business and strategic plan to determine both the number of directors and qualifications necessary to properly execute upon the Board’s oversight role. The Committee considers, among other things, the annual self-assessment performance results of the Board and its committees, the contributions of each Board member, published board composition survey data, and other relevant information. The Committee may consult with its outside corporate and securities counsel, who are expert in corporate governance, as part of this process.
The Nominating and Corporate Governance Committee generally seeks to identify individuals who satisfy the following criteria:
have the highest personal and professional ethics and integrity and whose values are compatible with our values;
have experience and achievements that have given them the ability to exercise and develop good business judgment;
have a willingness to devote the necessary time to the work of the Board and its committees, which includes being available for Board and committee meetings;
have an understanding of and commitment to the markets in which we operate;
are involved in other activities or interests that do not create a conflict with their responsibilities to the Company and its stockholders; and
have the capacity and desire to represent the balanced, best interests of our stockholders as a group, and not primarily a special interest group or constituency.
Specific characteristics that are highly valued by the Committee include relevant and timely experience (both professional and life experiences), commitment to ongoing training and personal development, and ability to promote the interests of the Company, which may include involvement in local business, community, and industry groups. The Committee recognizes that each director, and director nominee, is unique and that desired characteristics will be demonstrated at different levels by each individual. The Committee also considers the ability of individuals to work as part of a team to support the strategic initiatives of the Company and whether a candidate satisfies the criteria for “independence” under the NASDAQ corporate governance listing standards and other applicable standards.
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The Committee does not have a formal policy or specific guidelines regarding diversity among Board members, and generally views and values diversity from the perspective of professional and life experiences, as well as geographic location, representative of the markets in which we do business. The Committee recognizes that diversity in professional and life experiences may include consideration of gender, race, or national origin, in identifying individuals who possess the qualifications that the Committee believes are important to be represented on the Board.
The Committee identifies nominees by first evaluating the current members of the Board of Directors willing to continue in service. Current members of the Board possessing skills and experience that are relevant to the current business and strategic direction of the Company, and who are willing to continue in service, are first considered for re-nomination. The Committee evaluates the value of proven performance and continuity of service by existing members of the Board compared to that of obtaining a new perspective. In addition, the Nominating and Corporate Governance Committee is authorized by its charter to engage a third party to assist in identifying director nominees, if it so chooses.
The following details include for each of the director nominees, and directors continuing in office: their name; age as of December 31, 2020; year in which they first became a director of the Company; year that their term expires; and their business experience for at least the past five years. None of the directors listed below currently serves as a director, or served as a director during the past five years, of a publicly-held entity (other than the Company), with the exception of Mr. Klein who serves on the board of directors of Middlesex Water Company, which is traded on the NASDAQ Stock Market, under the symbol “MSEX.” The following also includes the particular experience, qualifications, attributes, or skills considered by the Nominating and Corporate Governance Committee that led the Board to conclude that such person should serve as a director of the Company.
DIRECTOR NOMINEES:
Timothy C. Harrison


Age: 63

Director since: 2013

Nominee for term expiring in 2024
Business Experience:
Mr. Harrison is a principal of TCH Realty & Development Co., LLC, and affiliated partnerships, which develop retail and office projects. Mr. Harrison is a licensed attorney in the State of New York and the Commonwealth of Pennsylvania.

Reasons why this person should serve as a director:
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 local professional and community organizations, including Project Hospitality in Staten Island, New York, where he is currently Second Vice Chair, and as a director and Chairman of the Northfield Bank Foundation. He also serves on the Board of Trustees and as President of the Board of Staten Island Academy, is a director of Richmond University Medical Center, and is Chairman of the Board of Visitors of the Nelson A. Rockefeller Center for Public Policy and the Social Sciences at Dartmouth College.
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Karen J. Kessler


Age: 64

Director since: 2013

Nominee for term expiring in 2024
Business Experience:
Ms. Kessler is President of Evergreen Partners, Inc. 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 both international, national, and regional.

Reasons why this person should serve as a director:
Ms. Kessler has extensive experience as a leader in the public relations/crisis communication industry. She is the NJBIZ Women in Business Lifetime Achievement awardee of 2020, an annual NJBIZ Power 100 recipient, a 2020 ROI-NJ Power List Influencer, 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 is a member of the NJ Advisory Committee on Judicial Conduct, a Visiting Fellow at the Rutgers Eagleton Institute of Politics, and served on the NJ Pandemic Relief Fund Advisory Board during the past year. Previously, Ms. Kessler chaired the Institute for Ethical Leadership at Rutgers University Business School, the Board of AllSpire Health Partners, the nation’s largest health consortium, and Atlantic Health System. Ms. Kessler possesses strong skills in risk management, communication, economics, governance, and leadership.
Patrick L. Ryan


Age: 71

Director since: 2016

Nominee for term expiring in 2024
Business Experience:
Mr. Ryan has over 20 years of community banking experience in Central New Jersey and was the founder and chairman of Hopewell Valley Community Bank of Pennington, New Jersey, from its founding until it merged with Northfield Bank in January, 2016.

Reasons why this person should serve as a director:
In addition to his community banking experience, Mr. Ryan had another business career in Central New Jersey serving as the Executive Vice President of Ritchie & Page Distributing for 15 years. He is a graduate of the University of Virginia (UVA) and the UVA School of Law. Further, 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. He is currently a board member of the New Jersey Clean Communities Council and the Princeton Chamber of Commerce Foundation, and Chairman Emeritus of the Princeton Regional Chamber of Commerce.
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DIRECTORS CONTINUING IN OFFICE:
Annette Catino


Age: 63


Director since: 2003

Term expires in 2023
Business Experience:
Ms. Catino is a nationally recognized healthcare executive and entrepreneur. She launched QualCare Alliance networks in 1991 and served as President and Chief Executive Officer through the sale and transition to Cigna (NYSE: CI), a global health service company, concluding her service in 2017. 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.

Reasons why this person should serve as a director:
Ms. Catino has over 40 years of business experience in leadership in the healthcare and insurance industry and has worked extensively with large employers, municipal and state governmental entities. Ms. Catino has the requisite qualifications to be designated as an audit committee financial expert under the SEC’s rules and regulations. Ms. Catino was involved in community organizations including the Board of the Desert Mountain Club until November, 2020. Ms. Catino was recently appointed as an independent director and Audit Committee member of the Board of Healthier New Jersey Insurance Company d/b/a Braven Health, a New Jersey domestic stock insurer, 50% owned by Horizon Health Services Inc. d/b/a Horizon Blue Cross Blue Shield of New Jersey and 40.1% by Hackensack Meridian Health Inc. and 9.9% by RWJ Barnabas Health Inc. She served on New Jersey Governor Christie’s transition committee on healthcare and in 2014, was appointed by Governor Christie to serve on University Hospital’s Board of Directors and chaired the Audit Committee, until her resignation in 2018. She also serves on several boards: as Chairman of the Board of Pure Inventions, LLC, a privately held company that manufactures and distributes liquid, dietary supplements in the spa, wellness, and natural food markets and K-16 Solutions, a privately held Educational technology firm in Phoenix, AZ, and serves on the Board of Claros Analytics, a software company serving the actuary and health benefits consulting industry.
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John P. Connors, Jr.


Age: 64

Director since: 2002

Term expires in 2023
Business Experience:
Mr. Connors is the managing partner of the law firm of Connors & Connors, P.C., located in Staten Island, New York.

Reasons why this person should serve as a director:
Mr. Connors has over 30 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. Mr. Connors is the immediate past Chair of the Grievance Committee for the Second, Eleventh, and Thirteenth Judicial Districts, covering Brooklyn, Queens, and Staten Island. He is Past Chair of the New York State Bar Association Trial Section and Past President of the Richmond County Bar Association. He represents Fortune 500 corporations and the Archdiocese of New York. 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 knowledge of and relationships with many of the residents and businesses located in Staten Island, New York. Mr. Connors is involved in local professional and community organizations including the Richmond County and New York State Bar Associations. He is a Trustee of Notre Dame Academy, a director of the Snug Harbor Cultural Center and the Northfield Bank Foundation, and a member of the External Advisory Committee of the Georgetown University Alumni and Student Credit Union.
Gil Chapman


Age: 67

Director since: 2005

Term expires in 2022
Business Experience: Mr. Chapman has over 25 years of business experience, most recently owning and operating an automobile dealership in Staten Island, New York.

Reasons why this person should serve as a director:
Mr. Chapman has strong marketing, sales, and customer service assessment skills. Mr. Chapman has significant experience in employee development, training, and business management. Mr. Chapman also has extensive experience in actively supervising financial personnel while operating his automobile business and has the requisite qualifications to be designated as an audit committee financial expert under the SEC’s rules and regulations. Mr. Chapman is a National Association of Corporate Directors (NACD) Board Leadership Fellow, which is the highest designation of credentials attainable from the NACD. Mr. Chapman is also a board member of the Westfield Foundation of Westfield, New Jersey.
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Steven M. Klein


Age: 55

Director since: 2013

Term expires in 2022
Business Experience:
Mr. Klein joined the Company in 2005 as Chief Financial Officer. He was named Chief Operating Officer in 2011 and President in 2013, and retained the title of Chief Operating Officer. Effective November 1, 2017, Mr. Klein was appointed Chief Executive Officer.

Reasons why this person should serve as a director:
Mr. Klein is a registered Certified Public Accountant, with strong analytical and leadership skills. Mr. Klein has over 30 years’ experience in banking and financial reporting, including SEC reporting. He is involved in state and national professional organizations including as a director of the New Jersey Bankers Association, and member of the New York Bankers Association, the American Bankers Association, the American Institute of Certified Public Accountants, and the New Jersey Society of Certified Public Accountants. Mr. Klein is a former audit partner with a national accounting and auditing firm, specializing in community banks. Mr. Klein is a director of the Northfield Bank Foundation, the Middlesex Water Company, and the Staten Island Economic Development Corp., and a Trustee of Richmond University Medical Center.
Frank P. Patafio


Age: 60

Director since: 2013

Term expires in 2022
Business Experience:
Mr. Patafio serves as Senior Executive Vice President, Head of Investments Management Group, and portfolio manager at RXR Realty, New York, New York. From 1999 through 2009, he was a partner and Chief Financial Officer at the Praedium Group LLC. Prior to that he was a director at Credit Suisse First Boston. In addition, Mr. Patafio is a Principal of FJKP, LLC and affiliated partnerships, which develop residential homes and own rental properties.

Reasons why this person should serve as a director:
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 has the requisite qualifications to be designated as an audit committee financial expert under the SEC’s rules and regulations. Mr. Patafio possesses strong risk assessment skills in real estate investment, operations, and financing. Mr. Patafio is a director of the Northfield Bank Foundation, and serves on the Northwell Health System Staten Island Regional Executive Council.
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Paul V. Stahlin


Age: 68

Director since: 2019

Term expires in 2022
Business Experience:
Mr. Stahlin serves on the Board of Directors of Miami International Holdings, Inc., the parent company of MIAX Options Exchange. He was employed by Fulton Financial Corporation as Chief Executive Officer and/or President of its banking affiliates, including Somerset Valley Bank, Skylands Community Bank, and most recently as Regional President of Fulton Bank of New Jersey. Before an extensive banking tenure at Bank of America (and predecessor banks), Mr. Stahlin started his career at Price, Waterhouse & Co.

Reasons why this person should serve as a director: In addition to his banking industry knowledge and experience for more than forty years, Mr. Stahlin has served on the Board of Directors of the Association of International Certified Professional Accountants and the Executive Committee and Board of the Chartered Institute of Management Accountants. He is Vice Chairman of the Board of Robert Wood Johnson University Hospital and serves on the Board of RWJ Barnabas Health, Inc. Mr. Stahlin is a licensed Certified Public Accountant and serves on the Governing Council of the American Institute of Certified Public Accountants as a former Chairman of the Board. Mr. Stahlin has the requisite qualifications to be designated as an audit committee financial expert under the SEC’s rules and regulations.
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Director Compensation
Every three years, director compensation is reviewed in detail by the Compensation Committee, in consultation with the Nominating and Corporate Governance Committee. The Compensation Committee considers, among other things, the size and complexity of the Company, as well as the responsibilities, marketplace availability of necessary skill sets, and the time commitment necessary for the Board, its committees, and its committee chairs, to adequately discharge their oversight roles and responsibilities. The Compensation Committee utilizes the assistance of an independent, third-party compensation consultant, Pearl Meyer & Partners, LLC (Pearl Meyer), and available peer and survey data, regarding director compensation at other comparable financial institutions, as part of this process. For interim years between detailed reviews, the Compensation Committee reviews current market conditions and trends in director compensation in consultation with its independent third-party compensation consultant. In 2019, the Compensation Committee performed its triennial detailed review of director compensation for 2020. In consultation with the Nominating and Corporate Governance Committee, the Compensation Committee made a recommendation to the Board to add annual time-based restricted stock awards with a target value of $45,000 per member, and that cash fees for board and committee participation, as well as cash fees for Board and committee chairmanship, should remain unchanged.
The following table sets forth the director and committee fee structure for the Board and its standing committees (all of which are paid in cash) as of December 31, 2020. Chairs also receive annual cash fees as members, or per meeting cash fees. Directors who are also employees of the Company receive no additional compensation for service as a director. Attendance cash fees, and one-fourth of any annual cash fee, are paid in arrears on a quarterly basis, unless a director elects to have such fees or a portion thereof, deferred under our nonqualified deferred compensation plan, described below.
Board
of Directors
Audit
Committee
Compensation
Committee
Nominating and
Corporate
Governance
Committee
Annual Cash Fee-Chair
$60,0001
$13,000
$10,000
$8,000
Annual Cash Fee-Members
54,000
$13,000
Per Meeting Cash Fee
$1,100
$1,100
Annual restricted stock award-Members2
45,000
(1)
Mr. Alexander is an ex officio member of all Board committees except Audit, Compensation, and Nominating and Corporate Governance, subject to individual committee membership requirements, and is not paid per-meeting fees for attendance.
(2)
Actual value of shares received is rounded down to a whole share. Therefore the value of restricted stock received each year can be less than the targeted amount.
Members of other committees of the Board receive a $1,100 per meeting attendance fee and chairs of such committees receive an annual committee chair fee of $8,000. In addition, the Lead Director of the Company receives an annual fee of $8,000.
The Company also pays directly or reimburses directors for normal, customary, and necessary business expenses, which include secure computer tablets to access board meeting materials, relevant professional memberships, and costs associated with participation in professional training seminars occurring primarily in the Company’s local market area, subject to annual dollar limitations as set forth by the Nominating and Corporate Governance Committee.
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The following table sets forth for the year ended December 31, 2020, certain information as to the total remuneration we paid or that was earned by our directors. Mr. Klein does not receive separate compensation for his service as a director.
Name
Fees earned or
paid in cash
($)(1)
Restricted
Stock
($)(2)
All other
compensation
($)(3)
Total
($)
John W. Alexander
131,240
44,995
4,600
180,835
Annette Catino
90,873
44,995
4,600
140,468
Gil Chapman
83,773
44,995
4,600
133,368
John P. Connors, Jr.
84,007
44,995
4,600
133,602
Timothy C. Harrison
94,140
44,995
4,600
145,735
Karen J. Kessler
84,240
44,995
4,600
133,835
Frank P. Patafio
101,140
44,995
4,600
150,735
Patrick L. Ryan
87,507
44,995
3,075
135,577
Patrick E. Scura, Jr.(4)
38,804
44,995
4,600
88,399
Paul V. Stahlin
91,773
44,995
136,768
(1)
Includes retainer payments, meeting fees, and committee and/or chairmanship fees earned during the calendar year, whether the director received payment of such amounts or elected to defer them. Includes $17,000 in director fees for Mr. Alexander’s service on Northfield Bank subsidiary boards.
(2)
Represents 2,846 shares of Northfield Bancorp, Inc. stock valued at $15.81 on date of grant which vested on February 17, 2021.
(3)
All other compensation consists solely of dividends paid upon the vesting of restricted stock awards that were withheld while the restricted stock awards were unvested.
(4)
Upon reaching mandatory retirement age, Mr. Scura retired from the Board following the May 27, 2020 Annual Meeting of Stockholders.
The following table sets forth certain information regarding stock awards and stock options outstanding at December 31, 2020, for non-employee directors:
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
(unexercisable)
(#)
Option
exercise
price
($)
Option
expiration
date(1)

Number
of shares
or units
of stock
that
have not
vested
(#)
John W. Alexander
6/11/14
130,056
13.13
6/11/24
5/27/15
125,803
14.76
5/27/25
2/17/20
2,846
Annette Catino
6/11/14
75,000
13.13
6/11/24
5/27/15
32,000
14.76
5/27/25
2/17/20
2,846
Gil Chapman
6/11/14
75,000
13.13
6/11/24
5/27/15
32,000
14.76
5/27/25
2/17/20
2,846
John P. Connors, Jr.
6/11/14
75,000
13.13
6/11/24
5/27/15
32,000
14.76
5/27/25
2/17/20
2,846
Timothy C. Harrison
6/11/14
75,000
13.13
6/11/24
5/27/15
32,000
14.76
5/27/25
2/17/20
2,846
Karen J. Kessler
6/11/14
75,000
13.13
6/11/24
5/27/15
32,000
14.76
5/27/25
2/17/20
2,846
Frank P. Patafio
6/11/14
75,000
13.13
6/11/24
5/27/15
32,000
14.76
5/27/25
2/17/20
2,846
Patrick L. Ryan
8/01/17
45,744
16.74
8/01/27
2/17/20
2,846
Patrick E. Scura, Jr.(2)
6/11/14
75,000
13.13
6/11/24
5/27/15
32,000
14.76
5/27/25
2/17/20
2,846
Paul V. Stahlin
2/17/20
2,846
(1)
Stock options expire if unexercised 10 years from the grant date.
(2)
Upon reaching mandatory retirement age, Mr. Scura retired from the Board following the May 27, 2020 Annual Meeting of Stockholders.
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Transactions with Certain Related Persons
Loans and Extensions of Credit. The Sarbanes-Oxley Act of 2002 generally prohibits us from making loans to our executive officers and directors, but it contains a specific exemption from such prohibition for loans made by Northfield Bank to our executive officers and directors in compliance with federal banking regulations.
The aggregate amount of our outstanding loans to our executive officers and directors and their related entities was $329,681 at December 31, 2020. All such loans were approved by the Board of Directors and were made in the ordinary course of business on substantially the same terms, including interest rates and collateral, as those prevailing at the time for comparable loans with persons not related to Northfield Bank and did not involve more than the normal risk of collectability or present other unfavorable features. These loans were performing according to their original terms at December 31, 2020, and were made in compliance with federal banking regulations.
Compensation Committee Interlocks and Insider Participation. We have no compensation committee interlocks. Ms. Catino, Ms. Kessler, and Messrs. Connors, Stahlin, Harrison, and Patrick E. Scura, Jr., who retired from the Board in May 2020, constitute all of the directors who served on our Compensation Committee at any time during 2020. Each committee member is and was an independent, outside director, and none is a current or former officer or employee of the Company.
Attendance at Annual Meetings of Stockholders
Although we do not have a written policy regarding director participation at annual meetings of stockholders, it is expected that directors will participate in these meetings absent unavoidable scheduling conflicts. All directors participated in the 2020 Annual Meeting of Stockholders.
Codes of Conduct and Ethics
We have adopted a Code of Conduct and Ethics for Senior Financial Officers that is applicable to our Chief Executive Officer (Principal Executive Officer), Chief Financial Officer (Principal Accounting and Financial Officer), and Controller. The Code of Conduct and Ethics for Senior Financial Officers is available on our website at www.eNorthfield.com. Amendments to and waivers of the Code of Conduct and Ethics for Senior Financial Officers will be disclosed on our website, or otherwise in the manner required by applicable law, rule, or listing standard.
We also adopted a Code of Conduct and Ethics that is applicable to all employees, officers, and directors which is available on our website at www.eNorthfield.com. Employees, officers, and directors acknowledge annually that they will comply with the Code of Conduct and Ethics for Employees, Officers, and Directors.
Stock Ownership Guidelines
The Board of Directors believes that directors and executive officers should own and hold common stock of the Company to further align their interests with the interests of our stockholders. Therefore, the Board has established minimum stock ownership guidelines (the “Guidelines”). The Guidelines are applicable to non-employee directors and executive officers. Executive officers include the Chief Executive Officer, Chief Risk Officer, Chief Financial Officer, Chief Lending Officer, and Executive Vice President, Business Development and Branch Administration. In the event a director also serves as an executive officer of the Company, the director will be subject to the executive officer stock ownership guidelines instead of the director stock ownership guidelines.
For purposes of meeting the Guidelines, shares owned directly, vested shares held pursuant to the Company’s Employee Stock Ownership Plan and 401(k) plan, vested restricted shares, vested restricted stock units and shares owned indirectly in a trust, by a spouse and/or minor children are defined as “Qualifying Shares.” Shares of stock that directors and executive officers have the right to acquire through the exercise of stock options (whether or not vested) are not included as Qualifying Shares.
Directors of the Company must own Qualifying Shares amounting to the greater of (1) a market value equal to five times the individual annual board director cash retainer; or (2) 20,000 shares. The market value of the stock is based on the closing price of the Company’s stock on May 28, 2014 (the date on which the original Guidelines were established), or such later date that they first become a director of the Company. A director is prohibited from selling any shares of Company stock unless the director is in compliance with the Guidelines.
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Each executive officer must own a minimum number of Qualifying Shares with a market value equal to a multiple of such executive officer’s base salary, as set forth below, on May 28, 2014, or such later date that they first become an executive officer. The market value of the stock is based on the closing price of the Company’s stock on May 28, 2014, or such later date that they first become an executive officer. An executive officer is prohibited from selling any shares of Company stock unless the executive officer is in compliance with these Guidelines, except that an executive officer is permitted to sell Qualifying Shares necessary to satisfy income and payroll taxes owed on the vesting of equity grants, or the exercise of stock options.
Position
Multiple of Base Salary
Chief Executive Officer
5 times base salary
Chief Financial Officer
2 times base salary
Executive Vice Presidents
2 times base salary
The applicable ownership level for directors and executive officers is targeted for achievement by the later of May 28, 2014, or five years after the director or executive officer first becomes subject to the Guidelines, and is required to be maintained thereafter for as long as the individual remains a director or executive officer. As of December 31, 2020, all non-employee directors and executive officers met the stock ownership requirements or are within the targeted five-year period to achieve such ownership.
If an executive officer’s title changes and the multiple of base salary increases such that the executive officer would be subject to a greater ownership requirement, the executive officer will have five years to satisfy the additional requirement. In addition, if an executive officer’s title changes, the overall market value ownership requirement as a multiple of base salary will be recalculated based on the closing price of the Company’s stock on the date the executive officer becomes subject to the increased requirement.
If an executive officer’s base salary or director’s annual cash retainer increases subsequent to initially being subject to the Guidelines, the number of Qualifying Shares will not change. The number of Qualifying Shares will not change as a result of fluctuations in the market price of the Company’s stock price, subsequent to the executive officer or director first being subject to the Guidelines.
The Nominating and Corporate Governance Committee will evaluate whether exceptions should be made for any director or officer on whom any requirement of the Guidelines would impose a financial hardship or prevent such director or executive officer from complying with a court order. No such exceptions were granted in 2020.
Each director’s and executive officer’s compliance with or progress towards compliance with the Guidelines is reviewed annually by the Nominating and Corporate Governance Committee. The Nominating and Corporate Governance Committee is responsible for monitoring and interpreting the application of the Guidelines and may amend the Guidelines at any time.
Prohibition Against Hedging and Borrowing
Company policy prohibits directors and executive officers from engaging in or effecting any transaction designed to hedge or offset the economic risk of owning shares of Company stock. Accordingly, any hedging, derivative, or other equivalent transaction, such as short selling or entering into option transactions such as “puts” and “calls” on the Company’s stock, is prohibited. In addition, no director or executive officer may purchase Company stock on margin, borrow against any account in which Company securities are held, or pledge Company stock as collateral for a loan.
Stockholder Communications
Stockholder Proposals. In order to be eligible for inclusion in our proxy materials for our 2022 Annual Meeting of Stockholders, any stockholder proposal to take action at such meeting must be received at our executive office, 581 Main Street, Suite 810, Woodbridge, New Jersey 07095, no later than December 15, 2021. Any such proposals shall be subject to the requirements of the proxy rules adopted under the Securities Exchange Act of 1934.
Advance Notice of Business to be Conducted at an Annual Meeting of Stockholders. In order for a stockholder to properly bring business before an annual meeting, or to propose a nominee to the Board of Directors, our Corporate Secretary must receive written notice not less than 90 days prior to the anniversary date of the proxy materials for the preceding year’s annual meeting of stockholders; provided, however, that if the date of the annual
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meeting is advanced more than 30 days prior to or delayed by more than 30 days after the anniversary of the preceding year’s annual meeting, notice by the stockholder to be timely must be so delivered not later than the close of business on the 10th day following the day on which public announcement of the date of such meeting is first made.
The stockholder’s notice must include (a) as to each person whom the stockholder proposes to nominate for election or reelection as a director all information relating to such person as would be required to be disclosed in solicitations of proxies for the elections of such nominees as directors pursuant to Regulation 14A under the Securities Exchange Act of 1934, as amended, and such person’s written consent to serve as a director if elected; (b) as to any other business that the stockholder proposes to bring before the meeting, a brief description of such business, the reasons for conducting such business at the meeting and any material interest in such business of such stockholder and the beneficial owner, if any, on whose behalf the proposal is made; (c) as to the stockholder giving the notice and the beneficial owner, if any, on whose behalf the nomination or proposal is made (i) the name and address of such stockholder, as they appear on our books, and of such beneficial owner, (ii) (A) the class, series, and number of shares of the Company that are owned, directly or indirectly, beneficially and of record by each such party, (B) any option, warrant, convertible security, stock appreciation right, or similar right with an exercise or conversion privilege or a settlement payment or mechanism at a price related to any class or series of shares of the Company or with a value derived in whole or in part from the value of any class or series of shares of the Company, whether or not such instrument or right shall be subject to settlement in the underlying class or series of capital stock of the Company or otherwise (a “Derivative Instrument”) directly or indirectly owned beneficially by each such party, and any other direct or indirect opportunity to profit or share in any profit derived from any increase or decrease in the value of shares of the Company, (C) any proxy, contract, arrangement, understanding, or relationship pursuant to which either party has a right to vote, directly or indirectly, any shares of any security of the Company, (D) any short interest (as described in the Bylaws) in any security of the Company held by each such party, (E) any rights to dividends on the shares of the Company owned beneficially directly or indirectly by each such party that are separated or separable from the underlying shares of the Company, (F) any proportionate interest in shares of the Company or Derivative Instruments held, directly or indirectly, by a general or limited partnership in which either party is a general partner or, directly or indirectly, beneficially owns an interest in a general partner and (G) any performance-related fees (other than an asset-based fee) that each such party is directly or indirectly entitled to based on any increase or decrease in the value of shares of the Company or Derivative Instruments, if any, as of the date of such notice, including without limitation any such interests held by members of each such party’s immediate family sharing the same household (which information shall be supplemented by such stockholder or such beneficial owner, as the case may be, not later than 10 days after the record date for determining the stockholders entitled to vote at the meeting; provided, that if such date is after the date of the meeting, not later than the day prior to the meeting); and (iii) whether either such stockholder or beneficial owner intends to deliver a proxy statement and form of proxy to holders of, in the case of a proposal, at least the percentage of the Company’s voting shares required under applicable law to carry the proposal or, in the case of a nomination or nominations, a sufficient number of holders of the Company’s voting shares to elect such nominee or nominees.
The 2022 annual meeting of stockholders is expected to be held May 25, 2022. Advance written notice for certain business, or nominations to the Board of Directors, to be brought before the next annual meeting must be given to us no later than January 14, 2022. If notice is received after January 14, 2022, it will be considered untimely, and we will not be required to present the matter at the stockholders’ meeting.
Nothing in this proxy statement shall be deemed to require us to include in our proxy statement and proxy relating to an annual meeting any stockholder proposal that does not meet all of the requirements for inclusion established by the SEC in effect at the time such proposal is received.
Procedures for the Recommendation of Director Nominees by Stockholders. The Nominating and Corporate Governance Committee has adopted procedures for the submission of recommendations for director nominees by stockholders. If a determination is made that an additional candidate is needed for the Board of Directors, the Nominating and Corporate Governance Committee will consider candidates submitted by our stockholders. Stockholders can submit the names of qualified candidates for director by writing to us at 581 Main Street, Suite 810, Woodbridge, New Jersey 07095, Attention: Corporate Secretary. The Corporate Secretary must receive a submission for consideration for the 2022 Annual Meeting of Stockholders no later than November 15, 2021.
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The submission must include the following information:
a statement that the writer is a stockholder and is proposing a candidate for consideration by the Committee;
the name and address of the stockholder as they appear on our books, and number of shares of our common stock that are owned beneficially by such stockholder (if the stockholder is not a holder of record, appropriate evidence of the stockholder’s ownership will be required);
the name, address and contact information for the candidate, and the number of shares of our common stock that are owned by the candidate (if the candidate is not a holder of record, appropriate evidence of the stockholder’s ownership should be provided);
a statement of the candidate’s business and educational experience;
such other information regarding the candidate as would be required to be included in the proxy statement pursuant to SEC Regulation 14A;
a statement detailing any relationship between the candidate and Northfield Bancorp, Inc. and its affiliates;
a statement detailing any relationship between the candidate and any customer, supplier or competitor of Northfield Bancorp, Inc. or its affiliates;
detailed information about any relationship or understanding between the proposing stockholder and the candidate; and
a statement of the candidate that the candidate is willing to be considered and willing to serve as a director if nominated and elected.
A nomination submitted by a stockholder for presentation by the stockholder at an annual meeting of stockholders must comply with the procedural and informational requirements described in our Bylaws.
Stockholder Communications with the Board. A stockholder of Northfield Bancorp, Inc. who wants to communicate with the Board of Directors or with any individual director can write to us at 581 Main Street, Suite 810, Woodbridge, New Jersey 07095, Attention: Corporate Secretary. The letter should indicate that the author is a stockholder and, if shares are not held of record, should include appropriate evidence of stock ownership. Depending on the subject matter, the Corporate Secretary will:
forward the communication to the director or directors to whom it is addressed; or
attempt to handle the inquiry directly, or forward the communication for response by another employee of Northfield Bancorp, Inc. For example, a request for information about a financial statement matter may be forwarded to our Chief Financial Officer; or
not forward the communication if it is primarily commercial in nature, relates to an improper or irrelevant topic, or is unduly hostile, threatening, illegal, or otherwise inappropriate.
The Corporate Secretary will make those communications that were not forwarded available to the directors on request.
Executive Officers who are not Directors
The business experience for the past five years of each of our executive officers, other than Mr. Klein, is set forth below. Unless otherwise indicated, executive officers have held their positions for the past five years.
David V. Fasanella, age 53, joined Northfield Bank in 2018, and currently serves as Executive Vice President and Chief Lending Officer. Prior to joining Northfield Bank, Mr. Fasanella was a Vice President and then a Regional Vice President with TD Bank for more than 14 years.
Tara L. French, age 58, joined Northfield Bank in 2017 as the Chief Administrative Officer, and was named Chief Risk Officer in September 2020. Prior to joining Northfield Bank, Ms. French was an Assistant Deputy Comptroller at the Office of the Comptroller of the Currency, since 2011, where she worked in the New York District office supervising commercial banks and thrifts in the Community Bank Program.
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William R. Jacobs, age 47, joined Northfield Bank as Controller in 2006. In 2012 he was named Principal Accounting Officer, and in 2013 he was named Chief Financial Officer. In February 2016, he was named Executive Vice President and Chief Financial Officer. Mr. Jacobs is a licensed Certified Public Accountant in the State of New Jersey.
Robin Lefkowitz, age 54, joined Northfield Bank as Director of Business Development in 2006. In February 2016, she was named Executive Vice President, Business Development and Branch Administration and in 2020 assumed responsibility for Deposit Operations.
Equity Compensation Plans Approved by Stockholders
Set forth below is certain information as of December 31, 2020, regarding equity compensation plans that have been approved by stockholders.
Equity compensation plans approved by stockholders
Number of
securities to be
issued upon
exercise of
outstanding
options and
rights
Weighted
average
exercise
price(1)
($)
Number of
securities
remaining
available for
issuance under
the plan(2)(3)
2014 Equity Incentive Plan
2,214,193
13.94
2019 Equity Incentive Plan
N/A
5,533,886
Total
2,214,193
13.94
5,533,886
(1)
Exercise price relates only to stock options.
(2)
Upon stockholder approval of the Northfield Bancorp, Inc. 2019 Equity Incentive Plan on May 22, 2019, the Northfield Bancorp, Inc. 2014 Equity Incentive Plan was frozen and equity awards that otherwise would have been available for issuance are no longer available for grant.
(3)
Under the 2019 Equity Incentive Plan the maximum number of shares of stock that may be delivered to participants in the form of stock options or stock appreciation rights (SARs) is six million. To the extent an equity award is issued in the form of a restricted stock grant or restricted stock unit, the number of stock options/SARs that can be granted is reduced by 4.5. The maximum number of shares of stock that may be delivered to participants in the form of restricted stock awards or restricted stock units is 1,333,333.
The Company’s only equity compensation program that was not approved by stockholders is its Employee Stock Ownership Plan.
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EXECUTIVE COMPENSATION
Compensation Committee Report
The Compensation Committee has reviewed and discussed with management, the section included in this Proxy Statement entitled “Compensation Discussion and Analysis.” Based on this review and discussion, the Compensation Committee recommended to the Board of Directors that the “Compensation Discussion and Analysis” be included in our Proxy Statement. The members of the Compensation Committee at December 31, 2020 were: Paul V. Stahlin, who currently serves as Chairman, Annette Catino, Timothy C. Harrison, and Karen J. Kessler. John P. Connors, Jr. served on the Compensation Committee until May 2020, and Patrick E. Scura, Jr., served as Chairman of the Compensation Committee until his retirement in May 2020.
Compensation Discussion and Analysis
Persons Covered. This discussion and analysis addresses 2020 compensation for the following executive officers: 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; Tara L. French, Executive Vice President and Chief Risk Officer, and Robin Lefkowitz, Executive Vice President- Business Development, Branch Administration and Deposit Operations. These executives are referred to in this discussion as the “Named Executive Officers.”
Executive Summary. The Company strives to create a compensation program that rewards performance and the long-term success of the Company. The compensation program is designed to attract and retain superior financial services executive talent and align compensation with sustainable performance and safe and sound Company operations, practices, and policies.
Our compensation program is designed to:
Align the interests of our executives with those of our stockholders;
Offer competitive base salaries benchmarked to the 50th percentile of our peer group;
Achieve balance between:
short-term and longer-term performance;
fixed- and performance-based compensation;
cash and equity;
Link annual cash incentive compensation directly to performance:
focused on the Company’s strategic objectives;
appropriately balanced corporate goals;
targeted to reasonable payouts compared to base salaries;
Provide equity incentives as a significant component of total compensation:
benchmarked to the market practices of other institutions within our peer group;
balanced between time-based and performance-based vesting;
vested over a number of years to focus on longer-term performance;
“Claw back” incentive compensation (cash and equity) if certain events occur, such as discovery of materially incorrect financial information or restatement of financial statements;
Promote ownership in the Company through:
robust stock ownership guidelines;
prohibitions against hedging and borrowing against Company stock;
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Provide continuity of leadership through the select use of employment and change-in-control agreements:
aligned with current market practices by role;
no “evergreen” provisions;
using a “double-trigger” for severance payment;
excluding tax “gross-up”;
payment formula weighted toward base salary and cash incentive compensation, with limited health and welfare benefits and no severance payments for retirement benefits or perquisites;
Provide health, welfare, and retirement benefits comparable with other Company employees and perquisites comparable to executives in the community banking marketplace.
Role of the Compensation Committee. The Compensation Committee of the Board of Directors, subject to ratification by the Board of Directors, oversees and approves the compensation of Named Executive Officers including the oversight and administration of the cash incentive compensation plans for Named Executive Officers. In addition the Compensation Committee conducts an annual performance review of the Chief Executive Officer and, in consultation with the Chief Executive Officer, reviews the performance of the other Named Executive Officers. The Compensation Committee also administers all of the Company’s equity incentive plans, including the plans in which the Named Executive Officers participate. The Board of Directors has ultimate authority to ratify the compensation of all executive officers, including the Named Executive Officers. For purposes of this Compensation Discussion and Analysis, the Compensation Committee is referred to as the “Committee.”
The Committee has a formal charter that describes the Committee’s scope of authority and its duties, which is available on our website at www.eNorthfield.com.
The Committee consists of four directors, all of whom are “independent” as set forth in the listing requirements for NASDAQ securities. No member of the Committee receives compensation related to the activities of the Company, except for services in his or her capacity as a board member. The Nominating and Corporate Governance Committee of the Board of Directors evaluates the independence of Committee members at least annually, using the standards contained in NASDAQ listing requirements. This evaluation, and the determination that each member of the Committee is independent, was made most recently in March 2021.
Role of Officers in Committee Activities. The officers who serve as a resource to the Committee are the Chief Executive Officer, the Chief Risk Officer, and the Director of Human Resources. These officers provide the Committee with input regarding employee compensation philosophy, processes, risk considerations, and compensation matters regarding employees other than the Named Executive Officers. This communication assists in the design and alignment of compensation programs throughout the Company. In addition to providing factual information such as Company-wide performance on relevant measures, these executives articulate management’s views on current compensation programs and processes, recommend relevant performance measures to be used for future evaluations, and otherwise supply information to assist the Committee. The Chief Executive Officer also provides information about individual performance assessments for the other Named Executive Officers, and expresses to the Committee his views on the appropriate levels of compensation for the other Named Executive Officers for the ensuing year. At the request of the Committee, the Chief Executive Officer and Director of Human Resources communicate directly with third-party consultants, provide third-party consultants with Company-specific data and information, and assist in the evaluation of the estimated financial effect regarding any proposed changes to the various components of compensation.
Officers participate in Committee activities purely in an informational and advisory capacity and have no vote in the Committee’s decision making process. The Chief Executive Officer does not attend those portions of Committee meetings during which his performance is evaluated or his compensation is being determined. In addition, the Committee meets in executive session, as appropriate, without management being present.
Use of Advisors. The Committee periodically engages independent compensation consultants to assist it in the compensation process for Named Executive Officers. Compensation consultants are retained by and report directly to the Committee. The consultants have the freedom to provide independent recommendations to the Committee, based on their research and experience, within the scope of contracted services. Independent consultants to the Committee provide services to management only in relation to activities of the Committee. Consultants provide expertise and information about competitive trends in the employment marketplace, including established and
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emerging compensation practices at other companies, including community banks in the Company’s marketplace. The consultants also provide peer proxy statement and survey data, and assist in assembling relevant comparison groups for various purposes and establishing benchmarks for base salary, equity awards, and cash incentives from the comparison group proxy statements and survey data. The Committee evaluates, at least annually, the experience, performance, independence, and tenure of the consultants and affirmatively engages them for services in the upcoming year.
The Committee generally undertakes, with the assistance of an independent compensation consultant, a comprehensive assessment of executive compensation every three years, and annually utilizes its independent consultant to provide ongoing market trends and guidance for pay structures and other matters in the intervening years. The Committee completed its last triennial comprehensive assessment in 2019, which was the basis for 2020 executive compensation decisions (the “Comprehensive Compensation Review”).
For 2020, the Committee engaged Pearl Meyer, an independent compensation consulting firm, as its advisor on executive and Board compensation matters. Pearl Meyer assisted the Committee with its annual review of the Company’s executive compensation program, including completion of the Comprehensive Compensation Review, discussion of general current market practices, trends, and benchmarking related to base salaries, cash incentive compensation, equity compensation, and employment agreements, and provided assistance in the development of the 2020 Management Cash Incentive Plan.
Pearl Meyer also provided consultation to the Committee in the granting of equity awards under the Northfield Bancorp, Inc. 2019 Equity Incentive Plan (the “2019 EIP”) approved by the Company’s stockholders on May 22, 2019 and commenced the annual market update of executive compensation for 2021. See “Committee Actions Affecting 2021 Compensation” under this section for further discussion.
The Committee regularly reviews the services, performance, and independence of its outside advisors. Pearl Meyer’s independence was last reviewed against the requirements of the SEC and NASDAQ in February 2021, and was found to meet all of the criteria for independence. The Committee also considered the tenure of Pearl Meyer, its experience and resources, and the professionals serving the Committee. Based on such assessment, the Committee engaged Pearl Meyer to be its independent consultant for 2021.
For 2020, the Committee also utilized the firm of Luse Gorman, PC (“Luse Gorman”) to provide consultation regarding legal matters related to the functioning of the Committee, including interpretation of applicable rules and regulations and consultation on legal documents pertaining to Named Executive Officers’ employment and change-in-control agreements, benefit plans, and in 2020, the drafting of the 2020 Management Cash Incentive Plan and equity award agreements under the 2019 EIP. The Committee does not utilize Luse Gorman for compensation consultation. The Committee regularly reviews the services provided by Luse Gorman. Luse Gorman, who also provides services to the Company related to SEC and regulatory matters, is not required, either by SEC or NASDAQ rules, to be independent, and is not deemed to be independent by the Committee.
Compensation Objectives and Philosophy. The overall objectives of the Company’s compensation program are to retain, motivate, and reward employees and officers (including the Named Executive Officers) for sustained performance, and to provide competitive compensation, including cash and equity incentive compensation, to attract talent to the Company, consistent with effective risk management. Our compensation program is designed to reward the Named Executive Officers based on their level of assigned management responsibilities, individual experience and performance levels, and knowledge of banking and our business. The methods used to achieve these objectives are influenced by the compensation and employment practices of our competitors within the financial services industry, and elsewhere in the marketplace, for executive talent. Other considerations include each Named Executive Officer’s individual performance in achieving both financial and non-financial goals.
Our 2020 compensation program for our Named Executive Officers includes three key components. The first component is base salary, which is designed to provide a reasonable level of predictable income commensurate with market standards for the position held. The second component is an annual cash incentive plan, designed to reward our executives for attaining specific performance goals that support the strategic objectives of the Company. The third component is equity incentive awards in the form of Company common stock and common stock units and to a lesser extent, options to purchase Company common stock at a specified price. We also provide benefits and perquisites to the Named Executive Officers at levels that are competitive and appropriate for their roles.
Benchmarking. Our compensation program is periodically evaluated in relation to benchmark data derived from information reported in publicly available proxy statements and from market survey data. The Committee will
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generally review and consider updated peer proxy and market survey compensation data every three years. In January 2019, the Committee engaged Pearl Meyer to assist it in completing its Comprehensive Compensation Review of executive and director compensation. Pearl Meyer recommended the peer group using objective criteria to reflect publicly-traded banks similar in asset size, business model and region to the Company. The asset size ranged from approximately $2.7 billion to $10.3 billion. The peer group selected for 2020 includes companies that have been subsequently acquired.
The Committee approved the use of the following peer group:
Arrow Financial Corporation
BCB Bancorp, Inc.
Bridge Bancorp, Inc.
Bryn Mawr Bank Corporation
CNB Financial Corporation
Columbia Financial, Inc.
ConnectOne Bancorp, Inc.
Customers Bancorp, Inc.
Dime Community Bancshares, Inc.
Financial Institutions, Inc.
First of Long Island Corporation
Flushing Financial Corporation
Kearny Financial Corp.
Lakeland Bancorp, Inc.
Northwest Bancshares, Inc.
OceanFirst Financial Corp.
Oritani Financial Corp.
Peapack-Gladstone Financial Corporation
Provident Financial Services, Inc.
TrustCo Bank Corp NY
Univest Financial Corporation
The next Comprehensive Compensation Review will include an updated peer group for purposes of determining 2023 executive (and director) compensation.
Assembling the Components of Compensation. The Committee analyzes the level and relative mix of executive compensation by component (e.g., base salary, incentives, and benefits) and in the aggregate. The Chief Executive Officer provides recommendations to the Committee relating to compensation to be paid to the Named Executive Officers other than himself. Based on their analysis, the Committee approves each Named Executive Officer’s compensation, subject to ratification by the Board of Directors.
When evaluating the mix of total compensation, the Committee considers among other things, general market practices, benchmarking studies conducted by its independent consultant, the alignment of cash and equity incentive awards with our strategic objectives and Company performance, and the desire to reward performance through incentive compensation within Board-approved risk parameters. The Committee seeks to create appropriate incentives without encouraging behaviors that result in undue risk. These components are periodically evaluated in relation to benchmark data derived from information reported in publicly-available proxy statements and from market survey data.
Base Salary. Base salary is designed to provide a reasonable level of predictable income commensurate with the position, pay levels of similar positions in the market, individual experience, and demonstrated performance. Named Executive Officers are eligible for periodic adjustments to their base salary as a result of their individual performance, market analysis, or significant changes in their duties and responsibilities. The Committee annually reviews and approves base salaries, and changes thereto, for Named Executive Officers, including our Chief Executive Officer.
Base salary amounts were determined based on a review of peer proxy and survey data in connection with the Comprehensive Compensation Review. The Committee generally targets the 50th percentile (for base salary and short-term cash incentives) of peer proxy and survey data, and a pay range around the median to allow for recognition of each Named Executive Officer’s specific experience, responsibilities and performance, estimated value in the marketplace, and the Committee’s view of each Named Executive Officer’s role in the future success of the Company.
Based on the above, the Committee determined in December 2019, that the following annual base salary adjustments should be made effective January 1, 2020: Mr. Klein’s annual base salary to increase by $55,000, to $650,000, Mr. Jacobs’ annual base salary to increase by $25,000, to $365,000, Mr. Fasanella’s annual base salary to increase by $12,500, to $342,500, Ms. French’s annual base salary to increase by $10,000, to $342,500, and Ms. Lefkowitz’s annual base salary to increase $10,000, to $252,500.
Cash Incentives. The Committee developed and implemented a management cash incentive plan for 2020 (the “2020 Management Cash Incentive Plan”) and established Corporate and Individual Goals (as defined below) in December 2019. The 2020 Management Cash Incentive Plan provides performance-based annual cash incentives to reward the Company’s Named Executive Officers for the execution of specific financial and non-financial elements of our strategic business plans weighted to an executive’s functional area. The Company is required to meet 80% or greater of budgeted net income for the plan to activate or “turn on.” Once the 2020 Management Cash Incentive
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Plan is active, incentives are based on three primary corporate goals (budgeted diluted earnings per share (“EPS”), Loans and Deposits), with consideration of appropriate risk management elements, including compliance with Company established risk tolerances in areas including credit quality, asset and liability concentrations, liquidity and interest rate risk, as well as findings and conclusions of internal audits, external audits and regulatory examinations. The Committee made a determination that although individual goals for Named Executive Officers were appropriate, and should be established and monitored by the Chief Executive Officer, corporate incentive compensation goals, properly weighted for responsibilities, and balanced for risk management objectives, were appropriate motivators for 2020.
The Committee evaluates the reasonableness and likelihood of attaining designated incentive goals, including stretch (maximum) goals, in an effort to ensure that such targets appropriately reward performance, but do not encourage undue risk taking. Actual performance over the applicable measurement period may exceed or fall short of the targets resulting in the Named Executive Officer receiving an annual incentive cash award that is above or below the initial targeted level. Annual incentive cash awards granted in prior years are not taken into account by the Committee in the process of setting performance targets for the current year. The Committee believes that doing so would be inconsistent with the underlying reasons for the use of incentive compensation.
For 2020, the Committee set a “Target” total cash incentive award (as a percentage of base salary) of 47.5% for Mr. Klein and 37.5% for each of Mr. Jacobs, Mr. Fasanella, Ms. French and Ms. Lefkowitz. These percentages were increased from 37.5% for Mr. Klein and 30% for the other Named Executive Officers in the 2019 Management Cash Incentive Plan, and are the result of weighting the corporate goals by Named Executive Officer. The Committee reviewed cash incentive compensation market practices provided by Pearl Meyer as part of its evaluation of the 2020 Management Cash Incentive Plan, as well as budgeted 2020 financial results, as compared to 2019 actual results. Based on such review, the Committee made a determination to increase the Target award for achievement of diluted earnings per share from 25% of base salary to 50% of base salary for Mr. Klein, and from 20% of base salary to 40% of base salary for all other Named Executive Officers. The Committee set the Targeted payouts, as a percentage of base salary, for achievement of established loan and deposit goals, at a range of 40-50% of base salary for Mr. Klein, as compared to 50% in 2019, and 30-40% of base salary for all other Named Executive Officers as compared to 40% in 2019. In 2020, with Ms. French was appointed Executive Vice President & Chief Risk Officer, and the Committee revised Ms. French’s incentive compensation goals to be focused on internal control over asset quality, regulatory compliance, third-party risk management, and information security. The Committee targeted payout opportunities at levels consistent with other executive vice presidents. The Committee’s compensation recommendations (base salary, cash and equity compensation) were made to the Risk Committee of the Board of Directors who evaluated the overall performance of the Chief Risk Officer and approved final compensation.
The Committee established three shared corporate goals for 2020 (the “Corporate Goals”) for Messrs. Klein, Jacobs, and Fasanella, and Ms. Lefkowitz in December 2019. In August 2020, the Committee revised the Corporate Goals to reflect the projected results related to the July 1, 2020, acquisition of VSB Bancorp, Inc. The revised Corporate Goals were as follows: (i) budgeted diluted earnings per share of $0.80 (the “EPS Goal”); (ii) net originated loan growth of $433.1 million (the “Loan Goal”), with $153.2 million in Commercial and Industrial (“C&I”) Owner-occupied net loan growth (the “C&I Goal”); and (iii) deposit growth of $623.1 million (the “Deposit Goal”), with $331.2 million of growth in transaction accounts (the “Transaction Deposit Goal”); all deposit goals exclude brokered deposits.
The earnings per share goal was determined to be achieved between Threshold and Target, with core diluted earnings per share of $0.78, as compared to reported diluted earnings per share of $0.76 per share. In February 2021, the Committee evaluated the revised budgeted results approved in August 2020, and compared them to reported financial results for the year ended 2020, including consideration of non-routine or unusual items. The Committee made a determination to exclude $0.02 per share of expenses related to costs associated with branch consolidations.
Net originated loan growth was determined to be $506.4 million. The Committee determined to exclude originated Paycheck Protection Loans in the amount of $126.5 million, and loan sales of $47.5 million, from the reported net originated loan growth for purposes of measuring achievement of the August 2020 Loan Goal of $433.1 million, resulting in the goal being achieved at $427.4 million, or 98.7% of Target. Reported originated C&I/Owner-occupied net loan growth was $150.2 million. The Committee determined to exclude originated Paycheck Protection Loans in the amount of $126.5 million from the reported originated C&I/Owner-occupied net loan growth for purposes of measuring achievement of the August 2020 C&I Goal of $153.2 million, resulting in growth of $23.7 million, which was below the Threshold level of performance of $145.7 million.
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Deposit growth was determined to be $778.9 million. The Committee determined to exclude no items from the reported deposit growth amounts. Growth for purposes of measuring achievement of the August 2020 Deposit Goal of $623.1 million resulted in the goal being achieved at 125% of Target. Transaction deposit growth was determined to be $639.7 million. The Committee determined to exclude no items from the reported transaction deposit growth amounts for purposes of measuring achievement of the August 2020 Transaction Deposit Goal of $331.2 million, resulting in the goal being achieved at 193% of Target.
The Committee weighted Corporate Goals by Named Executive Officer. All Named Executive Officers had a 50% weighting applied to the EPS Goal, and Messrs. Klein and Jacobs had a weighting of 25% each for the Loan and Deposit Goals, while Mr. Fasanella had a weighting of 40% for the Loan Goal, and 10% weighting for the Deposit Goal. Ms. Lefkowitz had a weighting of 40% for the Deposit Goal, and 10% weighting for the Loan Goal. The Loan Goal and C&I Goal were equally weighted. The Deposit Goal and Transaction Deposit Goal also were equally weighted.
In February 2021, the Committee evaluated achievement of Corporate Goals for Named Executive Officers.
The Committee concluded the following for each Named Executive Officer’s performance related to their Corporate Goals in accordance with the 2020 Management Cash Incentive Plan (each award is expressed as a percentage of annualized base salary as of December 31, 2020):
Mr. Klein’s incentive award for the Corporate Goals was $263,574 (40.55% of base salary) consisting of $121,874 related to the EPS Goal, $32,012 related to the Loan Goal, $0 related to the C&I Goal, $48,750 related to the Deposit Goal, and $60,938 related to the Transaction Deposit Goal.
Mr. Jacobs’ incentive award for the Corporate Goals was $116,138 (31.82% of base salary) consisting of $54,750 related to the EPS Goal, $13,482 related to the Loan Goal, $0 related to the C&I Goal, $20,531 related to the Deposit Goal, and $27,375 related to the Transaction Deposit Goal.
Mr. Fasanella’s incentive award for the Corporate Goals was $89,598 (26.16% of base salary) consisting of $51,375 related to the EPS Goal, $20,242 related to the Loan Goal, $0 related to the C&I Goal, $7,706 related to the Deposit Goal, and $10,275 related to the Transaction Deposit Goal.
Ms. French’s incentive award was $108,979 (31.82% of base salary). The Committee evaluated among other things, non-performing loans to total loans, accuracy of loan risk ratings, as measured by changes identified by internal and external auditors and regulatory examinations, and internal controls related to Bank Secrecy Act and Consumer regulatory compliance, and information security.
Ms. Lefkowitz’s incentive award for the Corporate Goals was $94,631 (37.48% of base salary) consisting of $37,875 related to the EPS Goal, $3,731 related to the Loan Goal, $0 related to the C&I Goal, $22,725 related to the Deposit Goal, and $30,300 related to the Transaction Deposit Goal.
Name
Target Award
Opportunity
($)
Actual Award(1)
($)
Actual Award as a
percentage of
Target Award
Opportunity
(%)
Steven M. Klein
308,750
263,574
85.4
William R. Jacobs
136,875
116,138
84.8
David V. Fasanella
128,438
89,598
69.8
Tara L. French
128,438
108,979
84.8
Robin Lefkowitz
94,688
94,631
99.9
(1)
Actual awards exclude discretionary bonuses granted for 2020, of $16,250, $9,125, $17,125, $8,563, and $12,625, for Messrs. Klein, Jacobs, and Fasanella, and Ms. French and Ms. Lefkowitz, respectively.
Equity Awards. The objective of equity awards is to further align the interests of our employees, including Named Executive Officers, with those of stockholders and to reward sustained performance.
The Committee on an annual basis reviews its equity award grant practices to employees, including Named Executive Officers. The Committee considers prior grants, including the value of such awards, the period over which the awards are earned, and the remaining unvested awards for each Named Executive Officer. The Committee also considers the current market grant practices of institutions within our peer group companies as provided by the Company’s independent compensation consultants. Based upon the above, the Committee determined in February
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2020 to grant equity awards to employees and Named Executive Officers. Named Executive Officers received a total of 19,837 time-vested restricted shares of Company stock vesting on a pro-rata basis over a five year period, beginning one year from the date of grant. Named Executive Officers also received a total of 19,837 performance-based restricted stock units (Performance Awards), with three-year cliff vesting tied to a goal of core return on average assets. The actual Performance Awards can vest above or below the targeted number of shares if core return on average assets exceeds target by 20% or is below target 5%.
The Performance Awards are also subject to a peer group modifier that provides for up to a 50% increase or decrease in the award achieved based on actual core return on average assets, as compared to the peer group. If the actual achieved core return on average assets is below the 35th percentile of the peer group, the calculated earned award is reduced by 50%, and if the calculated earned award is at or above the 50th percentile of the peer group, the earned award is increased by 50%, with a pro-rata increase in the earned award between the 35th percentile and the 50th percentile. The peer group modifier was added to the calculation of award opportunity as the Committee set the range of award opportunity from threshold to stretch (maximum) below market in consideration of the designated core return on average assets being below historical peer averages. At stretch (maximum) the peer group modifier would result in an award at 225% of target which is at the approximate median of the peer group. See Compensation Tables, Summary Compensation Table and Plan-Based Awards for detailed allocations by Named Executive Officer. Also see “Committee Actions Affecting 2021 Compensation” below for equity grants to executive officers in 2021.
Broad-based Benefits. We also provide to our Named Executive Officers certain broad-based benefits available to all qualifying employees of the Company, as well as fringe benefits and perquisites, and restoration and other termination benefits, not generally available to all qualifying employees of the Company.
The following summarizes the significant broad-based benefits in which the Named Executive Officers were eligible to participate in 2020:
a defined contribution 401(k) retirement plan and discretionary profit-sharing plan;
an employee stock ownership plan;
medical coverage (all employees share in a percentage of the cost, depending on their elections);
pre-tax health and dependent care spending accounts; and
group life insurance coverage (death benefit capped at $750,000, with the value of the death benefit over $50,000 being reported as taxable income to all employees).
The Northfield Bank Employee Stock Ownership Plan (the “ESOP”) allocates a certain number of shares of the Company’s common stock on an annual basis among plan participants subject to Internal Revenue Code limitations. All eligible employees, including Named Executive Officers, are eligible to participate in the plan.
Executive Benefits and Perquisites. In addition to the broad-based benefits described above, Named Executive Officers received the following fringe benefits and perquisites in 2020:
all Named Executive Officers may participate in a nonqualified deferred compensation plan. The plan provides restoration of benefits capped under Northfield Bank’s broad-based benefits due to Internal Revenue Code salary limitations or limitations due to participation requirements under tax-qualified plans. The plan also permits elective salary and cash incentive award deferrals;
all Named Executive Officers are reimbursed for appropriate spousal expenses for attendance at business events;
all Named Executive Officers are provided a cellular allowance of up to $120 per month for business usage;
Mr. Klein is provided full-time use of a company-maintained vehicle and reimbursement for reasonable costs associated with a golf club membership;
Mr. Jacobs and Ms. French received a monthly automobile allowance of $875; and
Mr. Fasanella and Ms. Lefkowitz received a monthly automobile allowance of $1,250.
In lieu of a monthly automobile allowance, Mr. Klein received use of an automobile (including all operating expenses) leased or owned by Northfield Bank for business and personal use. Personal use of the automobile is reported as taxable income to Mr. Klein.
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The Committee reviews the other components of executive compensation (broad-based benefits, and executive benefits and perquisites) on an annual basis. Changes to the level or types of broad-based benefits within these categories, including considerations relating to the addition or elimination of benefits and plan design changes, are made by the Committee on an aggregate basis with respect to the group of employees entitled to those benefits, and not necessarily with reference to a particular Named Executive Officer’s compensation. Decisions about these components of compensation are made without reference to the Named Executive Officers’ salary and annual cash incentives, as they involve issues of more general application and often include consideration of trends in the industry or in the employment marketplace.
Executive Agreements. In addition to the components of executive compensation described above, each Named Executive Officer is a party to an employment agreement with Northfield Bank. See “Employment Agreements” for a description of these agreements and “Potential Payments to Named Executive Officers” for information about potential payments to these individuals upon termination of their employment with Northfield Bank. The employment agreements contain no payment provisions for tax gross-ups to executives under any circumstance.
The employment agreements are designed to allow the Company to retain the services of the designated executives while reducing, to the extent possible, unnecessary disruptions to Northfield Bank’s operations. In addition, the Committee believes that the employment agreements better align the interests of the executive with those of our stockholders. The Committee believes that these agreements allow executives to more objectively evaluate opportunities for stockholders without causing undue personal financial conflicts.
The Committee reviewed prevailing market practices, consulted with Pearl Meyer on the competitiveness and reasonableness of the terms of the agreements, and negotiated the agreements with the individuals. The Committee believes such agreements are competitive market practice and necessary to retain executive talent.
The employment agreements for all Named Executive Officers are for a term of three years, and are reviewed annually by the Committee of the Board of Directors for renewal. The agreements provide for salary and incentive cash compensation payments, as well as additional post-employment benefits, primarily health benefits for a period not to exceed 18 months (or equivalent cash payments), under certain conditions, as defined in the employment agreements. The benefits provided under the agreements are for three years as related to Mr. Klein, and two years for all other Named Executive Officers. See “Employment Agreements” for further discussion.
Exceptions to Usual Procedures. The Committee may recommend to the Board of Directors that they approve the payment of special cash compensation to one or more Named Executive Officers in addition to payments approved during the normal annual compensation-setting cycle. The Committee may make such a recommendation if it believes it would be appropriate to reward one or more Named Executive Officers in recognition of contributions to a particular project, or in response to competitive and other factors that were not addressed during the normal annual compensation-setting cycle.
The Committee evaluated the contributions and successes of each Named Executive Officer, and considered, among other things, the overall performance of the Company as measured by the August 2020 board-approved revised budget, responses to the pandemic in areas of employee and customer safety, commitment to and delivery of critical banking services, implementation of customer relief programs (including temporary lending modifications and implementation of the Paycheck Protection Program). In addition, the Committee evaluated actions and successes to maintain strong asset quality and the successes related to the completion of the VSB Bancorp, Inc. transaction and subsequently converting the operating systems. Based on this assessment the Committee award discretionary bonuses of $16,250, $9,125, $17,125. $8,563, and $12,625, for Messrs. Klein, Jacobs, and Fasanella, and Ms. French and Ms. Lefkowitz, respectively.
The Committee will consider off-cycle compensation adjustments whenever a Named Executive Officer’s status, role or responsibilities change, or an executive officer is hired. The Committee may depart from the compensation guidelines it would normally follow for executives in the case of outside hires.
The Committee considers, but is not bound by, the tax treatment of each component of compensation. Effective January 1, 2018, under Federal tax legislation, commonly known as the Tax Cuts and Jobs Act, the performance-based compensation exception to Section 162(m) has been eliminated so that compensation awarded after November 2, 2017, and paid in 2018 or later to a Named Executive Officer or other “covered employee” (as defined in Section 162(m)) in excess of $1 million generally is non-deductible by the Company.
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Committee Actions Affecting 2021 Compensation. In January 2021, in connection with the Committee’s annual compensation review, including consideration of current market practices provided by Pearl Meyer, a determination was made to increase Mr. Klein’s annual base salary to $668,000; Mr. Jacobs’ annual base salary to $375,000, Mr. Fasanella’s annual base salary to $352,000; Ms. French’s annual base salary to $352,775; and Ms. Lefkowitz’s annual base salary to $300,000. The Committee continues to target the 50th percentile of the peer data, with adjustments for role, responsibilities and experience, with 2021 base salaries for Named Executive Officers generally being below the 50th percentile.
In January 2021, the Committee also granted equity awards to each of the Named Executive Officers. The equity awards value was targeted at approximately 42.5% of base salary for Mr. Klein, and 32.5% of base salary for all other Named Executive Officers. Approximately one-half of the targeted value for each Named Executive Officer is in the form of performance-based restricted stock units (“Performance Awards”), with three-year cliff vesting tied to a goal of core return on average assets. The actual Performance Awards can vest above or below the targeted number of shares if core return on average assets exceeds target by 20% or is below target by 5%. The Performance Awards are also subject to a peer group modifier that provides for up to a 50% increase or decrease in the award achieved based on actual core return on average assets, as compared to the peer group. If the actual achieved core return on average assets is below the 35th percentile of the peer group, the calculated earned award is reduced by 50%, and if the calculated earned award is at or above the 50th percentile of the peer group, the earned award is increased by 50%, with a pro-rata increase in the earned award between the 35th percentile and the 50th percentile. The remaining equity awards are in the form of restricted stock, with annual vesting on a pro-rata basis over a five year period.
In February 2021, the Committee also approved the 2021 Executive Cash Incentive Plan. The plan contains similar terms and conditions as the 2020 Management Cash Incentive Plan, with the exception of the Threshold award for achievement of certain Corporate Goals, which was reduced to 85% of Target, with a commensurate decrease in the award opportunity. The Committee believed expanding the Threshold range, with an appropriate reduction to award opportunity, provided for proper incentives given the level of uncertainty regarding the Company’s marketplace in consideration of the current pandemic. Award opportunity also was adjusted downward for certain loan and deposit growth goals based on the Committee’s review of the 2021 strategic plan and budget as compared to 2020 actual results.
CEO Pay Ratio
Pursuant to a mandate of the Dodd-Frank Wall Street Reform and Consumer Protection Act, the Securities and Exchange Commission adopted a rule requiring annual disclosure of the ratio of the Company’s median employee annual total compensation to the total annual compensation of the principal executive officer (the “CEO”). The Company’s CEO is Steven M. Klein. Our CEO total compensation to median employee pay ratio is calculated in accordance with Item 402(u) of Securities and Exchange Commission Regulation S-K. For 2020 reporting, we applied the same methodology as in 2019. We have identified the median employee by examining the 2020 total cash compensation (base and bonus) for the active employees, excluding our CEO, who were employed by us on December 31, 2020, the determination date, and the last day of our payroll year. We included all employees, whether employed full-time or part-time. We annualized the base salaries of those individuals employed for less than the full year based on their part-time or full-time status.
We believe the use of total cash compensation for all employees is a consistently applied compensation measure because we do not widely distribute equity awards to all employees. After identifying the median employee based on total cash compensation, we calculated annual total compensation for such employee using the same methodology we use for our Named Executive Officers as set forth in the 2020 Summary Compensation Table below in this proxy statement.
The annual total compensation for our CEO for the year ended December 31, 2020, was $1,291,361, and for the Median Employee was $62,201. The resulting ratio of our CEO’s pay to the pay of our Median Employee for 2020 was approximately 21 to 1.
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Compensation Tables
Summary Compensation Table. The following table sets forth certain information for the three years ended December 31, 2020, as to the total remuneration we paid to our Named Executive Officers.
Summary Compensation Table
Name and
principal position
Year
Salary
($)
Stock
Awards(1)
($)
Option
Awards
($)
Bonus
($)
Non-equity
incentive plan
compensation
($)
All other
compensation(2)
($)
Total
($)
Steven M. Klein,
President and Chief Executive Officer
2020
650,000
227,506
16,250
263,574
134,031
1,291,361
2019
595,000
197,476
184,097
976,573
2018
575,000
224,000
144,547
943,547
William R. Jacobs,
Executive Vice President and
Chief Financial Officer
2020
365,000
91,256
9,125
116,138
65,410
646,929
2019
340,000
99,420
83,325
522,745
2018
332,500
109,499
68,708
510,707
David V. Fasanella
Executive Vice President and Chief Lending Officer
2020
342,500
85,626
17,125
89,598
51,469
586,318
2019
330,000
101,142
23,360
454,502
2018
107,884
247,200
56,000
5,389
416,473
Tara L. French,
Executive Vice President, and Chief Administrative Officer
2020
342,500
85,626
8,563
108,979
46,007
591,675
2019
332,500
97,227
62,752
492,479
2018
325,000
111,363
16,865
453,228
Robin Lefkowitz
Executive Vice President, Business Development and Branch Administration
2020
252,500
62,988
12,625
94,631
58,076
480,820
2019
242,500
67,496
75,671
385,667
2018
232,500
91,783
56,191
380,474
(1)
Represents the aggregate grant date fair value of time-vesting and performance-vesting awards to the employee. The grant date fair values of the performance-vesting portion of the awards are computed at Target performance achievement and amounted to $113,753, $45,628, $42,813, $42,813, and $31,494 for Messrs. Klein, Jacobs, and Fasanella, Ms. French, and Ms. Lefkowitz, respectively. The grant date fair values of the performance-vesting portion of the awards at Stretch (Maximum) performance, including adjustment for the peer group performance modifier would be $255,944, $102,663, $96,329, $96,329, and $70,861, for Messrs. Klein, Jacobs, and Fasanella, Ms. French, and Ms. Lefkowitz, respectively.
(2)
The individuals listed in this table participate in certain medical and dental coverage plans, not disclosed in the Summary Compensation Table, that are generally available to salaried employees and do not discriminate in scope, terms, and operation. The amounts shown below for each individual for the year ended December 31, 2020, include our direct out-of-pocket costs (reduced for Mr. Klein, in the case of the figures shown for automobiles, by the amount that would otherwise have been paid in cash reimbursements during the year for business use) for the following items:
Mr. Klein
Mr. Jacobs
Mr. Fasanella
Ms. French
Ms. Lefkowitz
Employer contributions to qualified and nonqualified deferred compensation plans
$77,566
$43,862
$29,074
$31,149
$34,484
Automobile
28,608
10,500
15,000
10,500
15,000
Dividends paid on restricted stock awards(a)
25,760
9,200
4,300
6,760
Other(b)
2,097
1,848
3,095
4,358
1,832
Total
$134,031
$65,410
$51,469
$46,007
$58,076
(a)
Amounts represent dividends paid upon the vesting of restricted stock awards that were withheld while the restricted stock awards were unvested.
(b)
Includes spousal reimbursement for business travel, welfare benefits, and cell phone and data usage.
Plan-Based Awards. As further discussed in “Compensation Discussion and Analysis Assembling the Components of Compensation,” the Company maintained a cash incentive award program and equity incentive award program for its Named Executive Officers for the year ended December 31, 2020.
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The following table sets forth for the year ended December 31, 2020, certain information as to grants of plan-based cash awards.
Grants of Plan-Based Non-Equity Awards
Estimated future payouts under non- equity incentive plan awards
Name
Grant
date
Threshold
($)
Target
($)
Maximum
($)
Steven M. Klein
1/29/20
154,375
308,750
463,125
William R. Jacobs
1/29/20
68,438
136,875
205,313
David V. Fasanella
1/29/20
64,219
128,438
192,656
Tara L. French
1/29/20
64,219
128,438
192,656
Robin Lefkowitz
1/29/20
47,344
94,688
142,031
See “Compensation Discussion and Analysis - Cash Incentives,” for actual awards made under the 2020 Management Cash Incentive Plan.
The following table sets forth for the year ended December 31, 2020, certain information as to grants of plan-based equity awards.
Grants of Plan-Based Equity Awards
Estimated future payouts under equity incentive plan awards
Name
Grant
date(1)
Threshold
(#)
Target
(#)
Maximum
(#)
All other
stock awards:
Number of
shares of
stock or
units (#)
Grant Date Fair
Value of Stock
and Option
Awards
($)
Steven M. Klein
2/17/20
1,799
7,195
16,189
7,195
227,506
William R. Jacobs
2/17/20
722
2,886
6,494
2,886
91,256
David V. Fasanella
2/17/20
677
2,708
6,093
2,708
85,626
Tara L. French
2/17/20
677
2,708
6,093
2,708
85,626
Robin Lefkowitz
2/17/20
498
1,992
4,482
1,992
62,988
(1)
Represents the grant date fair value of time-vesting and performance-vesting awards to each Named Executive Officer at Target. Threshold and Maximum amounts for performance-vesting awards includes the effect of the peer performance modifier.
The following table sets forth certain information regarding stock awards and stock options outstanding at December 31, 2020, for the named executive officers:
Outstanding Equity Awards at Fiscal Year-end
Option Awards
Stock Awards
Name
Grant
Date
Number of
securities
underlying
unexercised
options
(exercisable)
(#)
Number of
securities
underlying
unexercised
options
(unexercisable)
(#)
Option
exercise
price
($)
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)
($)
Steven M. Klein
6/11/14
278,000
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
14,390
177,429
William R. Jacobs
5/27/15
12,000
14.76
5/27/25
2/17/20
5,772
71,169
David V. Fasanella
2/17/20
5,416
66,779
Tara L. French
9/19/17
12,500
16.17
9/19/27
2/17/20
5,416
66,779
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
4,000
49,320
2/17/20
3,984
49,123
(1)
Stock options expire if unexercised 10 years from the grant date.
(2)
Amount is based on $12.33 per share, which is the last reported closing price of the Company’s common stock on December 31, 2020. Restricted stock units represent a Target level of performance.
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The following table provides information concerning stock option exercises and the vesting of stock awards for each Named Executive Officer during 2020.
Options Exercised and Stock Vested
Option Awards
Stock Awards
Name
Number of
Shares
Acquired on
Exercise
(#)
Value Realized
on Exercise
($)
Number of
Shares Acquired
on Vesting
(#)
Value
Realized on
Vesting
($)
Steven M. Klein
14,000
171,360
William R. Jacobs
5,000
61,200
David V. Fasanella
5,000
48,800
Tara L. French
Robin Lefkowitz
4,000
46,040
Nonqualified Deferred Compensation Plan. Northfield Bank maintains a nonqualified deferred compensation plan to provide for the elective deferral of non-employee director fees by participating members of the Boards of Directors, and the elective deferral of compensation and/or performance-based compensation payable to eligible employees of the Company and Northfield Bank. A designated amount of director fees, compensation and/or performance based compensation may be deferred until one of the specified events in the plan occurs, which permits all or part of the monies so deferred, together with earnings, to be distributed to participants or their beneficiaries.
In addition, the plan provides eligible employees of Northfield Bank with supplemental retirement income from Northfield Bank when such amounts are not payable under the contribution formula of the Northfield Bank 401(k) Savings Plan, due to reductions and other limitations imposed under the Internal Revenue Code.
Members of the Boards of Directors of the Company and Northfield Bank, and certain employees, are eligible to participate in the plan. Eligible directors or employees become participants upon agreeing in a written enrollment agreement to defer any portion of their trustee fees, director fees, compensation, and/or performance-based compensation. In the Company’s sole discretion, each participant may request that his or her deferred compensation account be deemed to be invested in any one or more of the investment options available to the Company or Northfield Bank. A participant may periodically request a change to his or her investment allocation deemed available under the plan. In the event any participant fails to direct the investment of his or her deferred compensation account, or to the extent the employer chooses not to honor the participant’s request, the deferred compensation account will be deemed to bear interest at the rate prevailing for 30-year United States Treasury Bonds.
With respect to amounts of deferred director fees, deferred compensation or performance-based compensation, distributions will be made under the plan in the event of the participant’s retirement, death, termination due to disability, separation from service prior to the participant’s retirement date, upon the establishment of an unforeseeable emergency, upon a change in control, or upon the attainment of a specific date of distribution in a single lump sum or in up to 15 annual installment payments, as designated by the participant in his or her enrollment agreement. In the case of an unforeseeable emergency, the amounts distributed will not exceed the amounts necessary to satisfy the emergency plus an amount necessary to pay any taxes owed on the distribution. In the event the participant fails to designate a payment schedule on his enrollment agreement or if the entire balance credited to the participant’s account is less than $10,000, payment will be made in a single lump sum. In the event a participant dies before receiving the full amount of his benefit, the remaining amounts will be paid to the participant’s designated beneficiary according to the participant’s form of election or, if there is no designated beneficiary at the time of the participant’s death, to the participant’s estate in a single lump sum. Distributions to certain “specified employees” on account of their separation from service may be delayed for six months, if necessary, to comply with Internal Revenue Code Section 409A.
In addition, the nonqualified deferred compensation plan provides for benefits which supplement those paid under the 401(k) Savings Plan in the event of normal, early or postponed retirement, death, or termination of service. Such benefits will be equal to the sum of: (i) the maximum amount of employer matching contributions provided to a participant each calendar year, assuming a participant’s maximum contributions, reduced by the amount of employer matching contributions made for the participant under the 401(k) Savings Plan for such year, adjusted by gains and losses; (ii) commencing January 1, 2000, the amount of employer matching contributions not credited to a
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