Northfield Bancorp, Inc. Files Definitive Proxy Statement

Ticker: NFBK · Form: DEF 14A · Filed: Apr 10, 2024 · CIK: 1493225

Sentiment: neutral

Topics: DEF 14A, Proxy Statement, Northfield Bancorp, Shareholder Meeting, Executive Compensation

TL;DR

<b>Northfield Bancorp, Inc. has filed its Definitive Proxy Statement for the period ending May 22, 2024.</b>

AI Summary

Northfield Bancorp, Inc. (NFBK) filed a Proxy Statement (DEF 14A) with the SEC on April 10, 2024. Northfield Bancorp, Inc. filed a Definitive Proxy Statement (DEF 14A) on April 10, 2024. The filing covers the period ending May 22, 2024, with data as of April 10, 2024. The company's fiscal year ends on December 31. Northfield Bancorp, Inc. is incorporated in Delaware. The company's principal business address is 581 Main Street, Suite 810, Woodbridge, NJ 07095.

Why It Matters

For investors and stakeholders tracking Northfield Bancorp, Inc., this filing contains several important signals. This filing is a routine regulatory requirement for publicly traded companies, providing shareholders with information regarding upcoming meetings and voting matters. Shareholders should review this document to understand executive compensation, director nominations, and other corporate governance issues before the annual meeting.

Risk Assessment

Risk Level: low — Northfield Bancorp, Inc. shows low risk based on this filing. The filing is a standard DEF 14A, indicating no immediate or unusual financial or operational distress.

Analyst Insight

Shareholders should review the proxy statement for details on executive compensation and voting matters before the upcoming meeting.

Key Numbers

Key Players & Entities

FAQ

When did Northfield Bancorp, Inc. file this DEF 14A?

Northfield Bancorp, Inc. filed this Proxy Statement (DEF 14A) with the SEC on April 10, 2024.

What is a DEF 14A filing?

A DEF 14A is a definitive proxy statement sent to shareholders before annual meetings, covering executive compensation, board nominations, and shareholder votes. This particular DEF 14A was filed by Northfield Bancorp, Inc. (NFBK).

Where can I read the original DEF 14A filing from Northfield Bancorp, Inc.?

You can access the original filing directly on the SEC's EDGAR system. The filing is publicly available and includes all exhibits and attachments submitted by Northfield Bancorp, Inc..

What are the key takeaways from Northfield Bancorp, Inc.'s DEF 14A?

Northfield Bancorp, Inc. filed this DEF 14A on April 10, 2024. Key takeaways: Northfield Bancorp, Inc. filed a Definitive Proxy Statement (DEF 14A) on April 10, 2024.. The filing covers the period ending May 22, 2024, with data as of April 10, 2024.. The company's fiscal year ends on December 31..

Is Northfield Bancorp, Inc. a risky investment based on this filing?

Based on this DEF 14A, Northfield Bancorp, Inc. presents a relatively low-risk profile. The filing is a standard DEF 14A, indicating no immediate or unusual financial or operational distress.

What should investors do after reading Northfield Bancorp, Inc.'s DEF 14A?

Shareholders should review the proxy statement for details on executive compensation and voting matters before the upcoming meeting. The overall sentiment from this filing is neutral.

How does Northfield Bancorp, Inc. compare to its industry peers?

Northfield Bancorp, Inc. operates as a savings institution, federally chartered, within the financial services sector.

Are there regulatory concerns for Northfield Bancorp, Inc.?

The filing is a Definitive Proxy Statement (DEF 14A) under the Securities Exchange Act of 1934, a standard regulatory filing for public companies.

Industry Context

Northfield Bancorp, Inc. operates as a savings institution, federally chartered, within the financial services sector.

Regulatory Implications

The filing is a Definitive Proxy Statement (DEF 14A) under the Securities Exchange Act of 1934, a standard regulatory filing for public companies.

What Investors Should Do

  1. Review the proxy statement for details on director nominations and voting proposals.
  2. Analyze executive compensation packages and any proposed amendments.
  3. Note the dates for the shareholder meeting and proxy voting deadlines.

Year-Over-Year Comparison

This is a DEF 14A filing, which is a routine disclosure. Specific comparative data from previous filings is not detailed in this header information.

Filing Stats: 4,260 words · 17 min read · ~14 pages · Grade level 11.9 · Accepted 2024-04-10 09:59:05

Key Financial Figures

Filing Documents

EXECUTIVE COMPENSATION

EXECUTIVE COMPENSATION ....................... 36 Compensation Discussion and Analysis ............. 36 Compensation Committee Report ..................... 46 Compensation Tables .......................................... 46 Disability Coverage .............................................. 53 Life Insurance Coverage ...................................... 53 Employment Agreements .................................... 53 Potential Payments to Named Executive Officers .................................................................. 55 CEO Pay Ratio ....................................................... 57 Pay versus Performance ...................................... 57 Say-on-Pay ............................................................ 60 AUDIT - RELATED MATTERS ......................... 61 Audit Committee Report ..................................... 61 Policy for Approval of Audit and Permitted Non-Audit Services .............................................. 62 Auditor Fees and Services ................................... 62 PROPOSAL 1—ELECTION OF DIRECTORS . 64 PROPOSAL 2—ADVISORY VOTE ON

EXECUTIVE COMPENSATION

EXECUTIVE COMPENSATION ....................... 66 PROPOSAL 3—RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM . 67 OTHER INFORMATION .................................. 69 Delinquent Section 16(a) Reports ...................... 69 Proxy Solicitation Costs ....................................... 69 Voting by Benefit Plans ........................................ 69 Other Matters ....................................................... 69 Online Delivery of Proxy and Other Materials . 69 IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING OF STOCKHOLDERS .............................................. 71 Householding of Proxy Statements and Annual Reports ..................................................... 71 This page has been intentionally left blank Proxy Statement 2024 ANNUAL MEETING OF STOCKHOLDERS Proxy Summary Nominees for Director Name Age Director Since Independent Committees Timothy C. Harrison 66 2013 Audit, Loan, Nominating & Corporate Governance Karen J. Kessler 67 2013 Compensation, Compliance & Information Technology, Nominating & Corporate Governance, Rachana A. Kulkarni 58 2024 Risk Patrick L. Ryan 74 2016 Compliance & Information Technology, Loan, Risk Northfield Bancorp, Inc. 2024 Proxy Statement | 1 Virtual Only virtualshareholdermeeting. com/NFBK2024 Meeting Date & Time May 22, 2024 10:00a.m. Eastern Time Proposals To Be Voted On and Board Recommendations 1 Election of Directors. Information regarding each nominee can be found beginning on page 16 . FOR 2 Advisory, non-binding resolution to approve executive compensation. Information regarding our executive compensation and be found beginning on page 36 . FOR 3 Ratification of the appointment of Crowe LLP as independent registered public accounting firm for the year ending December 31, 2024. Informat

Executive Compensation aligned to Company performance and

Executive Compensation aligned to Company performance and competitive, stockholder focused market practices. Nominating and Corporate Governance Committee provides oversight and guidance on ESG initiatives and risks, with periodic reporting from management ESG Leadership Council. Environmental & Social Commitment Dedicated and active voluntary employee team (Environmental Impact Committee) focusing on environmental impact mitigation initiatives throughout the Company, with third-party service providers,and within the communities we serve. Facility improvements at branch locations. Employee initiatives including beach and park clean-ups and use of environmentally friendly products. Northfield Bank had over $37 million in Community Reinvestment Act (CRA) eligible investments at the end of 2023. These investments in the community supported small businesses and affordable housing both locally and nationally. 88.5% of the housing units financed by multifamily loans in 2023 had rents affordable to low and moderate income individuals. Ongoing meetings of internal Climate Risk Working Group to assess critical risk management analysis around the impact of climate on Northfield Ba nk. Approximately 1,680 CRA-eligible volunteerism hours were reported for 2023 from Northfield Bank employees and directors, with a focus on providing financial literacy, fraud prevention, and cybersecurity education to low- and moderate-income residents, seniors, students, and small business owners. 2 | 2024 Proxy Statement Northfield Bancorp, Inc. 45% of Board Members are women and/or from underrepresented groups 91% of Directors are independent in accordance with NASDAQ listing rules and requirements Dedicated and active Diversity, Equity & Inclusion ("DEI") Operating Committee with voluntary employee team as sub-committee to ensure and expand inclusive representation. Member representation includes a leader from each department. Sub-c

Executive Compensation Overview

Executive Compensation Overview Program tied to Company financial performance and risk management. Balance of short-term and long-term, fixed and variable, and cash and equity elements aligned with the Company's strategic objectives. Independent and experienced consultant engaged directly by the Compensation Committee. Compensation Committee obtains independent benchmarking of director and executive compensation.

Executive compensation targeted at 50 th

Executive compensation targeted at 50 th percentile, with adjustments made for experience and performance. Strong historical stockholder support of

executive compensation (over 95% in 2023)

executive compensation (over 95% in 2023). Timely feedback from stockholders - Company supports annual "say-on-pay" vote. CEO Pay Ratio of 21 to 1 in 2023. Limited use of employment/change-in-control contracts, all of which contain "double- triggers" and no "evergreen" or "gross-up" provisions. Payment formulas exclude retirement contributions and perquisites, and limit health and welfare benefits to 18 months. SEC compliant Clawback requirements contained in incentive compensation plans and Board-adopted policies for both cash and performance based equity compensation. Annual Meeting of Stockholders This Proxy Statement is furnished in connection with the solicitation of proxies on behalf of the Board of Directors of Northfield Bancorp, Inc. (sometimes referred to as the "Board") to be used at the 2024 Annual Meeting of Stockholders of Northfield Bancorp, Inc., which will be held in a virtual only format via live audio webcast at www.virtualshareholdermeeting.com/NFBK2024, at 10:00 a.m., Eastern Time, on May 22, 2024, and all adjournments of the Annual Meeting. The accompanying Notice of Annual Meeting of Stockholders and this Proxy Asking Questions at the Annual Meeting Our virtual Annual Meeting will allow stockholders to submit questions during the meeting to be addressed during a designated question and answer period. In order to ask questions at the Annual Meeting a stockholder needs to enter their control number found in the materials the stockholder received. We will answer as many stockholder- submitted questions as time permits, and any questions that we are unable to address during the Annual Meeting will be answered following the meeting, with the exception of any questions that are irrelevant to the business of the Company or that are out of order or not otherwise suitable for the conduct of the Annual Meeting as determined by the Chairm

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