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UNITED STATES


SECURITIES AND EXCHANGE COMMISSION

WASHINGTON,
Washington, D.C. 20549

SCHEDULE 14A INFORMATION


Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934

(Amendment (Amendment No. ______)

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¨Preliminary Proxy Statement
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xDefinitive Proxy Statement
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Columbia Financial, Inc.


Preliminary Proxy Statement

Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

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Definitive Additional Materials

Soliciting Material pursuant to §240.14a-12
COLUMBIA FINANCIAL, INC.
(Name of Registrant as Specified Inin Its Charter)

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[MISSING IMAGE: lg_columbia02-4c.jpg]
19-01 Route 208 North


Fair Lawn, New Jersey 07410

NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
Monday, April 9, 2021

Dear Shareholder:

You are cordially invited to attend the Annual4, 2022
10:00 a.m., Eastern Time

Virtual Meeting Access:
The Board of shareholdersDirectors of Columbia Financial, Inc. (the “Company”Company). has called a special meeting of shareholders (the “Special Meeting”) to request the ratification of equity awards previously made to members of the Company’s Board of Directors and the Company’s President and Chief Executive Officer. The safety of our shareholders are important to us, and due to the impact of COVID-19 and to support the health and well-being of our shareholders, this year’s AnnualSpecial Meeting will be a virtual only meeting of shareholders,conducted solely online via the Internet, which will be held on Thursday, May 20, 2021 at 10:00 a.m., local time.

The notice of Annual Meeting and proxy statement appearing on the following pages describe the formal business to be transacted at the meeting. Directors and officers of the Company, as well as a representative of KPMG LLP, the Company’s independent registered public accounting firm, will be present at the virtual meeting to respond to appropriate questions of shareholders.

It is important that your shares are represented at this meeting, whether or not you attend the virtual meeting and regardless of the number of shares you own. To make sure your shares are represented, we urge you to vote online or by telephone, or to complete and mail the enclosed proxy card. If you attend the virtual meeting, you may vote online at the virtual meeting even if you have previously voted online or by telephone or if you have mailed a proxy card.

We look forward to seeing you at the meeting.

Sincerely,
Thomas J. Kemly
President and Chief Executive Officer

19-01 Route 208 North

Fair Lawn, New Jersey 07410

NOTICE OF 2021 ANNUAL MEETING OF SHAREHOLDERS

Thursday, May 20, 2021

10:00 a.m., Eastern Time

Virtual Meeting Access:

In light of the coronavirus, or COVID-19, outbreak, for the safety of all of our people, including our shareholders, and taking into account recent federal, state and local guidance that has been issued, we have determined that the 2021 Annual Meeting will be held in a virtual meeting format only, via the Internet, with no physical in-person meeting. If you plan to participate in the virtual meeting, please see “Information about the Annual Meeting.” Shareholderslive webcast. You will be able to attend and participate in the Special Meeting online, vote examineyour shares electronically by entering the shareholders list,control number on your proxy card, and submit your questions (for a portionduring the meeting by visiting: www.virtualshareholdermeeting.com/CLBK2022SM at the date and time described in the accompanying proxy statement. There is no physical location for this Special Meeting.

Items of Business:

Ratification of 2019 Equity Awards made to the current non-employee Directors under the Columbia Financial, Inc. 2019 Equity Incentive Plan

Ratification of the meeting)2019 Equity Awards made to former non-employee Directors under the Columbia Financial, Inc. 2019 Equity Incentive Plan, who were incumbent directors at the time the awards were made, who are currently retired from any location via the Internet. Stockholders may participate online by logging in at www.virtualshareholdermeeting.com/CLBK2021.

You will need to have the multi-digit Control Number provided in your proxy materials to access the virtual meeting.

As always, we encourage you to submit your proxy prior to the annual meeting.

Items of Business:

·Election of Directors. To elect three directors to serve for a term of three years.

·Ratification of the Appointment of Independent Auditors. To ratify the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2021.

·Advisory Vote on Executive Compensation. To approve, on an advisory (non-binding) basis, the compensation of the Company’s named executive officers.

Other Business:

·Other Business. To consider and act upon such other business and matters or proposals as may properly come before the 2021 Annual Meeting of shareholders or any adjournments or postponements thereof.

As of the date of this notice, the Board of Directors knows of no other matters that may be brought before shareholders at the Annual Meeting.

Company, and have been in continuous service with the Company as advisory directors since their retirements


Ratification of 2019 Equity Awards made to Thomas J. Kemly, President and Chief Executive Officer, under the Columbia Financial, Inc. 2019 Equity Incentive Plan
Who May Vote:

You may vote if you were a shareholder of record as of the close of business on March 30, 2021.

February 11, 2022.

YOUR VOTE IS IMPORTANT.

It is important that your shares be represented and voted at the virtual meeting.Special Meeting. You can vote your shares online or by telephone, or by completing and returning the proxy card or voting instruction card sent to you. Voting instructions are printed on your proxy card or voting instruction card and are included in the accompanying proxy statement. You can revoke a proxy at any time before its exercise at the meeting by following the instructions in the proxy statement.



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Whether or not you plan to attend the virtual AnnualSpecial Meeting, please vote online or by telephone, or by marking, signing, dating and promptly returning the enclosed proxy card or voting instruction card.

Thank you in advance for your cooperation.

By Order of the Board of Directors,
Mayra L. Rinaldi
Corporate Secretary

By Order of the Board of Directors,
[MISSING IMAGE: sg_mayra-bw.jpg]
Mayra L. Rinaldi
Corporate Secretary
Fair Lawn, New Jersey

April 9, 2021

Important Notice Regarding the Availability of Proxy Materials for the

Annual Meeting of Shareholders to be held on May 20. 2021


February 23, 2022

This proxy statement and the Company’s Annual Report on Form 10-K for the year ended

December 31, 2020, areis available online at http://ir.columbiabankonline.com.

ir.columbiabankonline.com.




TABLE OF CONTENTS
1
3
PROXY STATEMENT4
Information About the Special Meeting4
43
43
43
54
54
54
65
   Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting6
75
Background of the Ratification Proposals
Corporate Governance76
   General78
   Code78
   Board Leadership Structure79
   Board Oversight79
   Meetings and Committees810
   Nominating/Corporate Governance Committee Procedures for Shareholder Director Nominations11
   Attendance at the Annual Meeting13
   Diversity and Inclusion Policy13
1310
   Nominees for Election14
   Directors Continuing in Office15
1612
13
13
15
3026
27
Executive Compensation3138
39
Director Compensation41
Proposal 2 — Ratification of Independent Registered Public Accounting Firm43
   Audit and Non-Audit Fees43
   Pre-Approval of Services by the Independent Registered Public Accounting Firm43
   Audit Committee Report44
Proposal 3 — Advisory Vote on Executive Compensation45
Stock Ownership45
4539
   Section 16(a) Beneficial Ownership Reporting Compliance47
4741
42
Other Information47
   Policies and Procedures for Approval of Related Person Transactions47

   Transactions with Related Persons48
4942
4942
   Notice and Accessibility50
   Miscellaneous5042




PROXY SUMMARY


This summary highlights information contained elsewhere in this Proxy Statement. The Board of Directors of Columbia Financial, Inc. is referred to in this Proxy Statement as the “Board of Directors.” Columbia Financial, Inc. is referred to in this Proxy Statement as “Columbia Financial,” the “Company,” “we” or “our.” Columbia Bank is sometimes referred to in this Proxy Statement as the “Bank.”

This summary does not contain all of the information that you should consider, and you should read the entire Proxy Statement before voting. For more complete information regarding the Company’s 2020 performance, please review the Company’s Annual Report on Form 10-K for the year ended December 31, 2020 (the “Annual Report”).

VOTING AND MEETING INFORMATION


Please carefully review the proxy materials for the 2021 AnnualSpecial Meeting of Shareholders (the “Annual Meeting”Special Meeting), which will be a “virtual meeting” to be held on May 20, 2021April 4, 2022 at 10:00 a.m. Eastern time, and follow the instructions below to cast your vote on all of the voting matters.

Who is Eligible to Vote

You are entitled to vote at the AnnualSpecial Meeting if you were a shareholder of record at the close of business on March 30, 2021February 11, 2022 (the “Record Date”Record Date). On the Record Date, there were 109,051,417106,811,453 shares of common stock outstanding and entitled to vote at the AnnualSpecial Meeting, including 67,339,20369,930,210 shares held by Columbia Bank MHC, the Company’s parent mutual holding company.

Advance Voting Methods

Even if you plan to attend the virtual AnnualSpecial Meeting, please vote right away using one of the following advance voting methods (see page 43 for additional details).

You can vote in advance in one of three ways:

·

Visit the website listed on your proxy card or notice of internet availability of proxy materials to vote VIA THE INTERNET;

·Call the telephone number on your proxy card or notice of internet availability of proxy materials to vote BY TELEPHONE; or

·If you received a paper proxy card, complete, sign, date and return the proxy card in the enclosed envelope BY MAIL.

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting

Unless you previously elected to receive paper copies of our proxy materials we are sending our shareholdersto vote VIA THE INTERNET;


Call the telephone number on your proxy card or notice of internet availability of proxy materials to vote BY TELEPHONE; or

If you received a Notice Regarding the Availability of Proxy Materials for the Annual Meeting (the “Notice”) that will instruct you on how to accesspaper proxy card, complete, sign, date and return the proxy materials and proxy card to vote your shares by telephone or over the internet. If you would like to receive a paper copy of our proxy materials free of charge, please follow the instructions included in the Notice.

enclosed envelope BY MAIL.

It is anticipated that the NoticeProxy Statement will be mailed to shareholders on or before April 9, 2021.

February 23, 2022.

This Proxy Statement and our Annual Report areis available to shareholders online at http://ir.columbiabankonline.com.


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Ballot Items

Shareholders are being asked to vote on the following proposals at the AnnualSpecial Meeting:

Board
Recommendation
PROPOSAL 1 — ElectionRatification of 2019 Equity Awards to current non-employee Directors (page 13)under the Columbia Financial, Inc. 2019 Equity Incentive Plan (page 10)
FOR
To elect three directors to serve for a term of three yearsFOR
PROPOSAL 2 — Ratification of the Appointment2019 Equity Awards made to former non-employee Directors under the Columbia Financial, Inc. 2019 Equity Incentive Plan, who were incumbent directors at the time the awards were made, who are currently retired from the Board of Independent Auditors (page 43)Directors of the Company, and have been in continuous service with the Company as advisory directors since their retirements (page 10)
FOR
To ratify the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2021FOR
PROPOSAL 3 — Advisory Vote onRatification of 2019 Equity Awards to Thomas J. Kemly, President and Chief Executive Compensation (page 45)Officer, under the Columbia Financial, Inc. 2019 Equity Incentive Plan (page 12)
To approve, on an advisory basis (non-binding), the compensation of the Company’s named executive officersFOR

Director Nominees (page 14)

The following table provides summary information about each director nominee:

 

Name

 

Age(1)

 

Independent

Director
Since

Committee

Memberships(2)

Noel R. Holland70Yes1995A, COM, NOM, R
Lucy Sorrentini57Yes2020COM, R, NOM
Robert Van Dyk68Yes1994COM, R

(1)       As of December 31, 2020.

(2)       A = Audit Committee; COM = Compensation Committee; NOM = Nominating/Corporate Governance Committee; R = Risk Committee

Compensation Matters — Executive Summary (page 16)

The Compensation Discussion and Analysis (“CD&A”) provides information about our executive compensation philosophy and objectives and the process governing our named executive officers’ 2020 total compensation. The Company's compensation disclosures in this Proxy Statement include the following named executive officers: the Chief Executive Officer (“CEO”), Chief Financial Officer (“CFO”) and the three highest paid other executive officers.

We assess executive officer performance by analyzing specific, achieved Company financial goals and individual performance metrics and goals. The Company's executive compensation program balances short and long-term Company performance with shareholder value creation. In addition, the compensation program provides incentives needed to attract, reward, motivate and retain key executives who are critical to executing the Company's strategy for long-term success.

We align executive compensation to the success of the Company and the interests of our shareholders through short term and long term incentive plans, where payments under such plans are tied to performance metrics as detailed in our CD&A. In 2019, the Company adopted a shareholder approved equity incentive plan. In 2020, payments were made to our executive officers under the long term cash incentive plan for the 2017 – 2019 performance period and the 2018 – 2020 performance period. The Company did not make any new cash or equity awards in 2020 to our named executive officers under our long term incentive plans.

Details of our executive compensation philosophy, objectives, process and decisions can be found under the CD&A section of this Proxy Statement.


Corporate Governance (page 7)

The Company is committed to maintaining strong governance practices, and the Board regularly reviews its governance procedures to ensure compliance with laws, rules and regulations. Our website at http://ir.columbiabankonline.com includes important information about our policies and Board committee charters, including the Company’s Code of Ethics and Business Conduct and certain Company U.S. Securities and Exchange Commission (“SEC”) filings and press releases. Examples of our corporate governance practices are set forth in the “Corporate Governance” section of this Proxy Statement.

Information About the AnnualSpecial Meeting and Voting(page 4)

(page 3)

Please see the “Information About the AnnualSpecial Meeting” section of the Proxy Statement for important information about the AnnualSpecial Meeting. The deadlines to submit shareholder proposals for the 2022 Annual Meeting of Shareholders can be found in the “Other Information” section of the Proxy Statement.


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PROXY STATEMENT


This Proxy Statement is furnished in connection with the solicitation of proxies by the Board of Directors to be used at the AnnualSpecial Meeting and at any postponements or adjustments thereof.

INFORMATION ABOUT THE SPECIAL MEETING


Time and Location

The AnnualSpecial Meeting will be a “virtual meeting” which will be held on Thursday, May 20, 2021Monday, April 4, 2022 at 10:00 a.m., local time. A notice of internet availability of proxy materials regarding thisThis proxy statement is being first mailed to shareholders on or about April 9, 2021February 23, 2022.

Who Can Vote at the AnnualSpecial Meeting

You are entitled to vote your shares of Columbia Financial common stock at the AnnualSpecial Meeting if the records of the Company show that you held your shares as of the close of business on March 30, 2021February 11, 2022 (the “Record Date”Record Date). If your shares are held in a stock brokerage account or by a bank or other nominees, you are considered the beneficial owner of shares held in “street name” and these proxy materials are being forwarded to you by your broker, bank or other nominee. As the beneficial owner, you have the right to direct your broker on how to vote your shares. Your broker, bank or other nominee has enclosed a voting instruction form for you to use in directing it on how to vote your shares.

On the Record Date, there 109,051,417were 106,811,453 shares of common stock outstanding and entitled to vote at the AnnualSpecial Meeting, including 67,339,20369,930,210 shares held by Columbia Bank MHC, the Company’s parent mutual holding company. Each share of common stock has one vote.

The Company’s certificate of incorporation provides that record holders of the Company’s common stock who beneficially own, either directly or indirectly, in excess of 10% of the Company’s outstanding shares are not entitled to any vote with respect to those shares held in excess of the 10% limit. This provision does not apply to shares held by Columbia Bank MHC, which owned 67,339,20369,930,210 shares, or 61.8%,65.5 %, of the Company’s outstanding common stock as of March 30, 2021.

the Record Date.

With respect to the Special Meeting, the shares held by Columbia Bank MHC will be counted for purposes of determining a quorum and such shares are expected to be voted in favor of Proposal 1, Proposal 2 and Proposal 3. However, in order for the proposals to be ratified, a majority of votes cast by the minority shareholders who are eligible to participate in the ratification vote must also vote in favor of ratification of the proposals. The shareholders who are eligible to participate in the ratification vote on Proposal 1, Proposal 2 and Proposal 3 (the “Eligible Shareholders”) are all shareholders of the Company on the Record Date, other than (i) Columbia Bank MHC, (ii) the Defendants, as defined herein, (iii) family members of the Defendants residing in the same household as a Defendant, and (iv) entities controlled by one or more Defendants.
Advance Voting Materials

Even if you plan to attend the virtual AnnualSpecial Meeting, please vote in advance of the meeting using any one of the following advance voting methods.

You can vote in advance in one of three ways:

·Visit the website listed on your proxy card or notice of internet availability of proxy materials to vote VIA THE INTERNET;

·Call the telephone number on your proxy card or notice of internet availability of proxy materials to vote BY TELEPHONE; or

·If you received a paper proxy card, complete, sign, date and return the proxy card in the enclosed envelope BY MAIL.


Visit the website listed on your proxy card or notice of internet availability of proxy materials to vote VIA THE INTERNET;

Call the telephone number on your proxy card or notice of internet availability of proxy materials to vote BY TELEPHONE; or

If you received a paper proxy card, complete, sign, date and return the proxy card in the enclosed envelope BY MAIL.

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Attending the AnnualSpecial Meeting

As permitted by Delaware law, our AnnualSpecial Meeting will be held solely as a virtual meeting live via the internet, and not at any physical location. You will be able to attend the AnnualSpecial Meeting via live audio webcast by visiting the Company’s virtual meeting website at http://www.virtualshareholdermeeting.com/CLBK2021 CLBK2022SM on Thursday, May 20, 2021,Monday, April 4, 2022, at 10:00 a.m. Eastern Time.time. Upon visiting the meeting website, you will be prompted to enter your 16-digit Control Number provided to you on your Notice or on your proxy card if you receive materials by mail.card. Your unique Control Number allows us to identify you as a shareholder and will enable you to securely log on, vote and submit questions during the AnnualSpecial Meeting on the meeting website. Further instructions on how to attend and participate via the internet, including how to demonstrate proof of stock ownership, are available at www.proxyvote.com.

Vote Required

The AnnualSpecial Meeting will be held only if there is a quorum. A majority of the outstanding shares of Columbia Financial common stock entitled to vote, represented in person or by proxy, constitutes a quorum. If you return valid proxy instructions or attend the meetingSpecial Meeting via live webcast, your shares will be counted for purposes of determining whether there is a quorum, even if you abstain from voting.

Our management anticipates that Columbia Bank MHC, our majority shareholder, will attend the meeting for the purpose of establishing a quorum and will vote allin favor of its shares in accordance with our Board’s recommendation with respect to all nominees and proposals to be presented at the Annual Meeting.proposals. In addition, the Columbia Bank Foundation, in accordance with its governing documents, will vote at the Special Meeting, but as required by its governance documents, it must vote all the shares of Columbia Financial in the same proportion as shares are voted by all other shareholders.

·Proposal 1 — In voting on the election of directors, you may vote in favor of the nominees or withhold votes as to the nominees. There is no cumulative voting for the election of directors. Directors are elected by a plurality of the votes cast at the Annual Meeting. “Plurality” means that the nominees receiving the largest number of votes cast will be elected up to the maximum number of directors to be elected at the Annual Meeting. The maximum number of directors to be elected at the Annual Meeting is three.

·Proposal 2 — In voting on the approval to ratify the appointment of KPMG LLP as the Company’s independent registered public accounting firm, you may vote in favor of the proposal, vote against the proposal or abstain from voting. To be approved, the proposal requires the affirmative vote of a majority of the votes cast, in person or by proxy, at the Annual Meeting.

·Proposal 3 — In voting on the advisory vote on executive compensation, you may vote in favor of the proposal, vote against the proposal or abstain from voting. To be approved, the proposal requires the affirmative vote of a majority of the votes cast, online during the virtual meeting or by proxy, at the Annual Meeting.

Further, as discussed herein, ratification will also require the affirmative vote of a majority of the shares voted by Eligible Shareholders, who are all shareholders of the Company on the Record Date other than (i) Columbia Bank MHC, (ii) the Defendants, as defined herein, and (iii) family members of the Defendants residing in the same household as a Defendant, and (iv) entities controlled by one or more Defendants. The aggregate number of shares held by Eligible Shareholders as of the Record Date is 35,815,826.

Proposal 1 — In voting on the approval to ratify the 2019 Equity Awards to the non-employee directors, you may vote in favor of the proposal, vote against the proposal or abstain from voting. To be ratified the proposal requires (i) the affirmative vote of a majority of the votes cast, in person or by proxy, at the Special Meeting, and (ii) the affirmative vote of a majority of the votes cast at the Special Meeting, in person or by proxy, by the Eligible Shareholders.
Proposal 2 — In voting on the approval to ratify the 2019 Equity Awards to the retired non-employee directors who have been in continuous service with the Company since their retirement, you may vote in favor of the proposal, vote against the proposal or abstain from voting. To be ratified the proposal requires (i) the affirmative vote of a majority of the votes cast, in person or by proxy, at the Special Meeting, and (ii) the affirmative vote of a majority of the votes cast at the Special Meeting, in person or by proxy, by the Eligible Shareholders.
Proposal 3 — In voting on the approval to ratify the 2019 Equity Awards to Thomas J. Kemly, you may vote in favor of the proposal, vote against the proposal or abstain from voting. To be ratified the proposal requires (i) the affirmative vote of a majority of the votes cast, in person or by proxy, at the Special Meeting, and (ii) the affirmative vote of a majority of the votes cast at the Special Meeting, in person or by proxy, by the Eligible Shareholders.
Abstentions and “broker non-votes” are not considered “votes cast” and will therefore have no effect on the outcome of any proposals voted on at the AnnualSpecial Meeting. A broker non-vote occurs when a broker, bank or other nominee holding shares for a beneficial owner does not vote on a particular proposal because the broker, bank or other nominee does not have discretionary voting power with respect to that item and has not received voting instructions from the beneficial owner. Broker non-votes will not be counted for purposes of determining the existence of a quorum.

Effect of Not Casting Your Vote

If you hold your shares in street name it is critical that you cast your vote if you want it to count in the election of directors (Proposal 1) or with respect to the one advisory proposal regarding executive compensation (Proposal 3).Proposal 1, Proposal 2 and Proposal 3. Current regulations restrict the ability of your bank or broker to

4


vote your uninstructed shares in the election of directors and othernon-routine matters on a discretionary basis. Thus, if you hold your shares in street name and you do not instruct your bank or broker how to vote in the election of directors,for Proposal 1, Proposal 2 and Proposal 3, no votes will be cast on your behalf. These are referred to as broker non-votes. Your bank or broker will, however, continue to have discretion to vote any uninstructed shares on the ratification of the appointment of the Company’s independent registered public accounting firm (Proposal 2). 


Voting by Proxy

This proxy statement is being sent to you by the Board of Directors of the Company to request that you allow your shares of the Company common stock to be represented at the AnnualSpecial Meeting by the persons named in the enclosed proxy card. All shares of Company common stock represented at the meeting by properly executed and dated proxies will be voted according to the instructions indicated on the proxy card. If you vote online or by telephone, or if you sign, date and return a proxy card without giving voting instructions, your shares will be voted as recommended by the Company’s Board of Directors.

The Board of Directors recommends that you vote:

·FOR each of the nominees for election as a director;

·FOR the ratification of the appointment of KPMG LLP as the Company’s independent registered public accounting firm; and

·FOR the approval of the compensation of the Company’s named executive officers as disclosed in this Proxy Statement.


FOR the ratification of 2019 Equity Awards made to current non-employee Directors of the Company under the Columbia Financial, Inc. 2019 Equity Incentive Plan;

FOR the ratification of the 2019 Equity Awards made to former non-employee Directors under the Columbia Financial, Inc. 2019 Equity Incentive Plan, who were incumbent directors at the time the awards were made, who are currently retired from the Board of Directors of the Company and have been in continuous service with the Company as advisory directors since their retirements; and

FOR the ratification of 2019 Equity Awards made to Thomas J. Kemly, President and Chief Executive Officer of the Company under the Columbia Financial, Inc. 2019 Equity Incentive Plan
If any matter not described in this proxy statement is properly presented at the AnnualSpecial Meeting, the persons named in the proxy card will use their judgment to determine how to vote your shares. This includes a motion to adjourn or postpone the meeting in order to solicit additional proxies. If the AnnualSpecial Meeting is postponed or adjourned, your shares of Columbia Financial common stock may also be voted by the persons named in the proxy card on the new meeting date, unless you have revoked your proxy. The Company does not know of any other matters to be presented at the AnnualSpecial Meeting.

You may revoke your proxy at any time before the vote is taken at the AnnualSpecial Meeting. To revoke your proxy, you must advise the Corporate Secretary of the Company in writing before your Company common stock has been voted at the AnnualSpecial Meeting, deliver a later-dated valid proxy or attend the meeting and vote your shares online. In addition, if you voted by telephone or via the Internet,internet, you may revoke your vote by following the instructions provided for each. Attendance at the virtual AnnualSpecial Meeting will not in itself constitute revocation of your proxy.

If your Columbia Financial common stock is held in street name, you will receive instructions from your broker, bank or other nominee that you must follow to have your shares voted. Your broker, bank or other nominee may allow you to deliver your voting instructions by telephone or by the Internet.internet. Please see the instruction form provided by your broker, bank or other nominee that accompanies this proxy statement. If you wish to change your voting instructions after you have returned your voting instruction form to your broker, bank or other nominee, you must contact your broker, bank or other nominee.

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting

Unless

If you previously elected to receive paper copies ofhave any questions about voting, please contact our proxy materials, we are sending our shareholders a Notice Regarding the Availability of Proxy Materials for the Annual Meeting (the “Notice”) that will instruct you on how to access the proxy materials and proxy card to vote your shares by telephone or over the internet. If you would like to receive a paper copy of our proxy materialssolicitor, Alliance Advisors, LLC, toll free, of charge, please follow the instructions included in the Notice.

It is anticipated that the Notice will be mailed to shareholders on or before April 9, 2021.

at (833) 501-4813.

This Proxy Statement and our Annual Report areis available to shareholders online at http://ir.columbiabankonline.com.

ir.columbiabankonline.com.

Participants in the Bank’s ESOP and 401(k) Plan

If you participate in the Columbia Bank Employee Stock Ownership Plan (the “ESOP”) or if you hold shares of Company common stock through the Columbia Bank Savings and Investment Plan (the “401(k) Plan”), you will receive a proxy card that reflects all shares you may vote under the plans. Under the terms of the

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ESOP, the ESOP trustee votes all shares held by the ESOP, but each ESOP participant may direct the trustee how to vote the shares of common stock allocated to his or her account. The ESOP trustee, subject to the exercise of its fiduciary duties, will vote all unallocated shares of Company common stock held by the ESOP and allocated shares for which it does not receive timely voting instructions in the same proportion as shares for which it has received timely voting instructions. Under the terms of the 401(k) Plan, a participant may direct the trustee how to vote the shares of Columbia Financial common stock credited to his or her account in the 401(k) Plan. The trustee will vote all shares for which it does not receive timely instructions in the same proportion as shares for which it has received timely instructions. The deadline for returning your voting instructions to each plan’s trustee is May 17, 2021.

CORPORATE GOVERNANCE

General

April 2, 2022.

BACKGROUND OF THE RATIFICATION PROPOSALS
The 2019 Equity Incentive Plan and the Awards Made Thereunder
The Company periodically reviewscompleted its corporate governance policiesminority stock public offering in April, 2018. As set forth in the prospectus for that offering, one of the primary reasons for the offering was for the Company to have the ability to “attract and procedures to ensureretain qualified personnel” through the establishment of stock-based benefit plans. The prospectus further disclosed that the Company meetsintended to adopt an equity incentive plan that would provide for grants of stock options and shares of restricted common stock and that the highest standardsCompany expected that, in accordance with regulations applicable to plans adopted within one year following an initial public offering, the plan would authorize the grant of ethical conduct, reports results with accuracya number of stock options and transparencya number of shares of restricted stock, not to exceed 4.90% and maintains full compliance1.96%, respectively, of the Company’s outstanding shares (including shares issued to Columbia Bank MHC and the Bank’s charitable foundation) and the prospectus disclosed the estimated value of the restricted stock awards and stock options covered by a future equity incentive plan. The pro forma data included in the prospectus assumed that the Company would grant restricted shares equal to 1.96% of the outstanding shares and options to purchase shares equal to 4.90% of the outstanding shares and included the pro forma impact on net income and earnings per share of such equity incentive grants.
The Company did not implement an equity incentive plan until more than one year after the initial public offering, and therefore the regulatory limits described above were not applicable to the proposed plan. Nonetheless, after considering various alternatives, the Company determined to adopt an equity incentive plan that limited the authorized shares to the regulatory limits disclosed in connection with the laws, rulesinitial public offering. The Company’s proxy statement dated April 22, 2019 described the Columbia Financial, Inc. 2019 Equity Incentive Plan (the “2019 Equity Incentive Plan”), attached a copy of that plan as an exhibit, and regulationssolicited shareholder approval of the proposed plan. The 2019 proxy statement stated that govern“the purpose of the 2019 Equity Plan is to promote the long-term growth and profitability of Columbia Financial and its subsidiaries by (i) providing employees and non-employee directors of Columbia Financial and its subsidiaries, affiliates and division with incentives to maximize shareholder value and otherwise contribute to the success of Columbia Financial, and (ii) enabling Columbia Financial to attract, retain and reward the best available persons for positions of substantial responsibility and to recognize significant contributions made by such individuals to the Company’s operations. As partsuccess.” For more details on the 2019 Equity Incentive Plan, including a copy of this periodic corporate governance review,the equity incentive plan, which is attached as an exhibit thereto, see the Company’s 2019 proxy statement, which is available at https://www.sec.gov/Archives/edgar/data/0001723596/000114420419020584/tv515768-def14a.htm.
The 2019 proxy statement also disclosed to shareholders the individual limits imposed on equity awards to any one employee as well as to any one non-employee director under the 2019 Equity Incentive Plan and the overall dollar limit for awards made to any one non-employee director on an annual basis, which included limits on the aggregate of both cash and equity awards. The 2019 proxy statement further stated that the Company anticipated that the initial grants made under the 2019 Equity Incentive Plan to such individuals would be less than the individual limits set forth in the 2019 Equity Incentive Plan, which was in fact the case. At the time of the issuance of the 2019 proxy statement and as of the date of the 2019 annual meeting of shareholders, no decisions had been made by the Compensation Committee nor the Board of Directors reviews and adopts best corporate governance policies and practices forwith respect to specific awards to any Company officer or employee or the Company.

Code of Ethics and Business Conduct

The Company has adopted a Code of Ethics and Business Conduct that appliesnon-employee directors (other than to all of its directors, officers and employees, including its principalone named executive officer principal financial officer(“NEO”) who was to receive a certain number of equity awards in connection


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with her employment agreement), which was consistent with the disclosure contained in the 2019 proxy statement that no equity awards were outstanding and principal accounting officerthat any future equity awards were discretionary and persons performing similar functions. The Codewere not determinable at that time other than as disclosed.
At the Company’s 2019 annual meeting of Ethics and Business Conduct is available upon written requestshareholders, the proposal to Corporate Secretary,adopt the 2019 Equity Incentive Plan was approved by an overwhelming majority of the votes cast by the Company’s minority shareholders (which excludes the shares held by Columbia Financial, Inc., 19-01 Route 208 North, Fair Lawn, New Jersey 07410 andBank MHC) with 96.24% of the votes cast by the minority shareholders voting on the Company’s website at http://ir.columbiabankonline.com. If the Company amends or grants any waiver from a provisionproposal in favor of the Code of Ethics and Business Conduct that applies to its executive officers, it will publicly disclose such amendment or waiver on its website and as required by applicable law, including by filing a Currentplan.
The Company’s 2020 Annual Report on Form 8-K10-K disclosed to shareholders that in July of 2019, the Company had granted, under the 2019 Equity Incentive Plan, 1,389,570 shares of restricted stock with a grant date fair value of $15.60 per share, and options to purchase 3,707,901 shares of Company common stock, with a grant date fair value of $4.25 per option. Those grants were made to executive officers, directors and a total of 1,444 employees of the U.S. Securities and Exchange Commission.

Board Leadership Structure

Our Board of Directors has determinedCompany. The Company’s 2020 proxy statement disclosed that the separationCompany granted to each non-employee director 34,038 shares of restricted stock and options to purchase 83,294 shares of common stock, in each case vesting ratability over five years. The 2020 proxy statement disclosed that the officesrestricted stock and options granted to the non-employee Directors had a grant date fair value of Chairman$884,993. The 2020 proxy statement also disclosed that the Company granted to Mr. Kemly 134,134 shares of time-vested restricted stock vesting ratability over five years, options to purchase 656,471 shares of common stock vesting ratability over five years, and 134,135 shares of performance-vested restricted stock that would vest at the Boardend of three years if certain performance targets were met. The restricted stock and Presidentoptions granted to Mr. Kemly had a grant date fair value of $6,974,998, which in part replaced existing long-term incentive compensation as explained below. The restricted stock and Chief Executive Officer enhances Board independenceoptions described above for the non-employee directors and oversight. Moreover,Mr. Kemly are referred to as the separation of the positions of Chairman of the Board“2019 Equity Awards.” The 2020 proxy statement further disclosed that Raymond G. Hallock and President and Chief Executive Officer enables the President and Chief Executive Officer to focus on his responsibilities of running Columbia Financial and Columbia Bank and expanding and strengthening our franchise while enabling the Chairman of the Board to leadHenry Kuiken were retiring from the Board of Directors in its fundamental role of providing advice to and independent oversight of management. Consistent with this determination, Noel R. Holland, who is independent under the listing requirementseffective as of the Nasdaq Stock Market, Inc. serves2020 Annual Meeting, but would continue to remain in service with the Company as Chairmanadvisory directors. Under the terms of the Board and Thomas J. Kemly serves2019 Equity Incentive Plan, their respective equity awards continue to vest as President and Chief Executive Officer.

Board Oversight of Management

Our Board of Directors believes that effective risk management and control processes are critical to our safety and soundness, our ability to predict and manage the challenges that we face and, ultimately, our long-term corporate success. Our Board of Directors, both directly and through its committees, is responsible for overseeing our risk management processes,long as they remain in service with each of the committees of our Board of Directors assuming a different and important role in overseeing the management of the risks the Company faces. The Risk Committee, which is comprised of the entire Board of Directors, oversees the identification and management of the various risks we face including, among


other things, financial, credit, collateral, consumer compliance, operational, Bank Secrecy Act, fraud, cyber security, vendor and insurable risks.

The Audit Committee of the Board of Directors is responsible for overseeing risks associated with financial matters (particularly financial reporting, accounting practices and policies, disclosure controls and procedures and internal control over financial reporting). The Compensation Committee of the Board of Directors has primary responsibility for risks and exposures associated with our compensation policies, plans and practices, regarding both executive compensation and the Company’s compensation structure. In particular, our Compensation Committee, in conjunction with our President and Chief Executive Officer and other members of our management, as appropriate, reviews our incentive compensation arrangements to ensure these programs are consistent with applicable laws and regulations, including safety and soundness requirements, and do not encourage imprudent or excessive risk-taking by our employees. The Compensation Committee is also responsible for oversight of our policies and strategies relating to human capital management. The Nominating/Corporate Governance Committee of the Board of Directors oversees risks associated with the independence of our Board of Directors and potential conflicts of interest and also is responsible for review and oversight of our environmental, social and governance policies and activities.

Our senior management is responsible for implementing our risk management processes by assessing and managing the risks we face, including strategic, operational, regulatory, investment and execution risks, onadvisory directors. As a day-to-day basis, and reporting to our Board of Directors regarding our risk management processes. Our senior management is also responsible for creating and recommending to our Board of Directors for approval appropriate risk appetite metrics reflecting the aggregate levels and types of risk we are willing to accept in connection with the operation of our business and pursuit of our business objectives.

The role of our Board of Directors in our risk oversight is consistent with our leadership structure, with our President and Chief Executive Officer and the other members of senior management having responsibility for assessing and managing our risk exposure, and our Board of Directors and its committees providing oversight in connection with those efforts. We believe this division of risk management responsibilities presents a consistent, systemic and effective approach for identifying, managing and mitigating risks throughout our operations.

Meetings and Committees of the Board of Directors

The Company conducts business through meetings of its Board of Directors and its committees. The Company’s Board of Directors held nine regular meetings and seven special meetings during the fiscal year ended December 31, 2020. No director attended fewer than 75% of the total meetingsresult of the Company’s Boardmandatory director retirement age, Defendant Frank Czerwinski is expected to retire as a director of Directorsthe Company at the Company’s 2022 Annual Meeting and committees on which suchit is anticipated that he will serve as an advisory director served.

for the Company following his retirement. Consistent with the terms of the 2019 Equity Incentive Plan, his equity awards will continue to vest as long as he remains in service with the Company as a member of the advisory board.

The 2020 proxy statement further disclosed to investors that prior to 2019, the Company had granted its NEOs, including Mr. Kemly, annual Long-Term Incentive Plan (“Cash LTIP”) cash awards using a three-year performance period. The proxy statement stated that for 2019, the 2019 Equity Incentive Plan replaced the Cash LTIP and as a result no new Cash LTIP awards were granted in 2019, and further stated that the equity awards granted to the NEOs in 2019 under the 2019 Equity Incentive Plan replaced one half of the earnings opportunity under the Cash LTIP awards previously granted for the 2018 to 2020 performance cycle. No additional Cash LTIP awards were granted to Mr. Kemly in 2020 or 2021, and the Company has committed not to make any additional Cash LTIP awards to Mr. Kemly in 2022 if Mr. Kemly’s 2019 Equity Awards are ratified by the shareholders.
In discussing the equity awards made to the non-employee directors and Mr. Kemly in 2019, the 2020 proxy statement described the process the Compensation Committee and the Board of Directors of the Company maintains an Audit Committee, aundertook in determining the size, terms and conditions of the equity awards, including, among other things, (i) the retention by the Compensation Committee of an independent compensation consultant to provide advice and information to the Compensation Committee with respect to the equity awards made under the 2019 Equity Incentive Plan to the NEOs and the non-employee directors; (ii) bank regulatory guidelines on such plans; (iii) awards made by identified peer group companies that had undergone a Nominating/Corporate Governanceconversion transaction (the “Conversion Peer Group”); (iv) the fact that the executives and non-employee directors had never previously had the opportunity to participate in the organizational value growth of the Company through equity ownership and the value of such individuals in contributing to the success of the Company and the expected contribution of such individuals going forward; and (v) the common industry practice for the prevalence and magnitude of equity awards following conversion transactions taking into account awards made by the Conversion Peer Group. For a further discussion of the 2019 Equity Awards and the process

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undertaken by the Company with respect to the granting of those awards, see the Company’s 2020 proxy statement, which is available at https://www.sec.gov/Archives/edgar/data/0001723596/000110465920045536/tm2015330-1_def14a.htm#tCDAA.
The 2020 proxy statement disclosed to shareholders that the Compensation Committee intended the 2019 Equity Awards to cover a multi-year period, as reflected through the multi-year performance and vesting periods of the grants, and as such, the Company did not anticipate granting additional equity awards to the current NEOs, or to the non-employee directors, for a Risk Committee. period of years. In fact, no additional equity awards were granted to Mr. Kemly, or to any of the non-employee director recipients of the 2019 Equity Awards, in 2020 or 2021, and the Company has committed not to make any additional equity awards to the Defendants during the remainder of 2021 or during 2022 if the 2019 Equity Awards granted to the Defendants are ratified by the shareholders. The Company has not made any determination concerning compensation in 2023 or beyond, and any such future compensation determinations will depend on numerous factors, including the performance and financial outlook of the Company, the competitive landscape, the actions of peer companies, and numerous other factors.
For a discussion of the Company’s compensation philosophy and highlights of the Company’s performance for the year ended December 31, 2021, see “Compensation Discussion and Analysis” beginning on page 12.
The Pascal Litigation
On April 30, 2020, Fredric D. Pascal, who purchased shares of the Company’s common stock in the initial public offering, filed a lawsuit (the “Pascal Action”) in the Court of Chancery of the State of Delaware (the “Court”) derivatively on behalf of the Company and as a class action on behalf of himself and all other shareholders challenging the approval of the 2019 Equity Incentive Plan and the awards to Mr. Kemly and the non-employee directors of the Company (collectively the “Defendants”) made in 2019 under the 2019 Equity Incentive Plan (i.e., the 2019 Equity Awards) (the “Complaint”). A copy of that Complaint is attached as Exhibit A. Shareholders should read the Complaint in its entirety to understand fully its allegations.
The Complaint alleged, as disclosed in the Company’s 2020 proxy statement, that the grant date value of the 2019 Equity Awards was $884,993 to each non-employee director and that the grant date value of the 2019 Equity Awards to Mr. Kemly was $6.97 million, that such amounts were far larger than the equity awards made by other companies that had undergone mutual holding company conversions between 2015 and 2018, and that the Defendants awarded themselves equity grants that were “patently excessive and unjustified.” The Complaint also alleges that the 2019 Equity Awards were the cumulation of a “ten-step” internal process that was substantially complete, but not disclosed as such, when the directors sought shareholder approval of the 2019 Equity Incentive Plan and that the 2019 Equity Awards were based on an equity plan that was specifically designed to be large enough to accommodate the grants, and that such was not disclosed to shareholders. The Complaint further alleges that the 2019 Equity Awards were based upon a “cherry-picked set of purported ‘peer companies’ that had been deliberately designed to favor outlier companies that had made the largest conversion grants” and were the byproduct of professional advice from a compensation consultant who expressly disclaimed the peer selection process that the directors used to approve the grants. The Complaint alleges that the grant of the 2019 Equity Awards constituted a breach of fiduciary duty by the Defendants, that the Defendants were unjustly enriched as a result of those awards, and that the Defendants breached their fiduciary duties by omitting material information in the 2019 proxy statement (i.e., alleging that the Board had already decided to make large equity grants to themselves prior to issuance of the proxy statement) by which approval of the 2019 Equity Incentive Plan was solicited.
The Complaint sought relief rescinding and canceling all of the 2019 Equity Awards, invaliding the 2019 Equity Incentive Plan and awarding damages against Defendants and in favor of the Company as a result of Defendants’ alleged breaches of fiduciary duty, plus pre-judgment and post-judgment interest. Upon a motion by Defendants, the Court dismissed Count III of the Complaint (alleging that the 2019 Equity Incentive Plan was not validly approved because the proxy statement allegedly omitted material information), and discovery proceeded on Counts I and II of the Complaint.
Settlement of the Pascal Action and the Ratification Votes
In the second half of 2021, Defendants discussed pursuing a stockholder ratification vote with respect to the 2019 Equity Awards. In lieu of proceeding to trial, Defendants decided to pursue stockholder ratification

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because they fundamentally disagreed with Plaintiff’s assertions that the 2019 Equity Grants were excessive or were unfair, and believed that an appropriate way to resolve the Pascal Action, without the further cost and distraction of litigation, would be to allow the stockholders to determine whether the 2019 Equity Awards should be permitted to remain outstanding. Defendants based this belief in part on the results of the advisory “say on pay” votes on the compensation of the Company’s NEOs taken in 2020 and 2021, in which 94.29% and 97.50%, respectively, of the Company’s minority stockholders voting at the meeting (which excludes the vote of Columbia Bank MHC) voted in favor of the “say on pay” advisory votes. With the vote of Columbia Bank MHC included, 98.17% and 98.9%, respectively, of the Company’s shareholders voting at the annual meetings voted in favor of the “say on pay” advisory votes.
Accordingly, in October of 2021, as the parties were close to completing the discovery process, Defendants in the Pascal Action proposed to the Plaintiff that the action be resolved, subject to approval by the Court, by agreeing to subject the 2019 Equity Awards to a binding vote of the Company’s shareholders, other than Columbia Bank MHC and the Defendants and certain affiliated persons. The parties negotiated Defendants’ proposal, and following additional discussions, entered into a Stipulation of Settlement dated December 10, 2021 subject to approval by the Court, to resolve the Pascal Action by subjecting the 2019 Equity Awards to the binding votes of shareholders that will occur at the Special Meeting. Notice of the proposed settlement of the Pascal Action was provided to all shareholders of the Company and, after a hearing, the Court approved the proposed settlement of the Pascal Action on February 7, 2022. Pursuant to the settlement, the Court issued a Final Order and Judgment dismissing all claims that were or could have been asserted in the Pascal Action and directing that the Special Meeting be held and that that the votes described herein occur. The Court also approved an award of attorney’s fees to the Plaintiff’s counsel in the amount of $1.3 million. The Company does not expect the Settlement or the award of attorney’s fees to the Plaintiff’s counsel to have a material impact on its financial condition or results of operations.
The Effect of a Vote in Favor of Ratification
Pursuant to the terms of the settlement of the Pascal Action, if the ratification of the 2019 Equity Awards is approved, those awards will remain outstanding and will not be subject to further legal challenge by any past, present or future shareholder of the Company.
A vote in favor of ratification for all or any one of the proposals will not increase the amount of equity awards outstanding to any of the Defendants. Rather, a vote in favor of ratification will result in the 2019 Equity Awards remaining outstanding, despite the claims asserted in the Pascal Action. The awards that have already vested prior to the date of the Special Meeting will be the property of the recipients of those awards, and the remaining awards will be earned by the persons to whom those awards were granted provided that the vesting requirements of those awards are met. If the 2019 Equity Awards are ratified by stockholders, the Company has committed (a) not to make any additional equity awards to the Defendants during 2022, and (b) not to make any Cash LTIP awards to Mr. Kemly in 2022.
The Effect of a Vote Against Ratification
Pursuant to the terms of the settlement of the Pascal Action, if the ratification vote is not approved for all or any one of the proposals, the Company will cancel all of the 2019 Equity Awards, including awards that already have vested, that were the subject of the failed ratification proposal(s). If the ratification vote is unsuccessful and the equity grants are cancelled with respect to one or all of the proposals, the Compensation Committee will consider granting replacement awards to the affected parties. In making that determination, the Compensation Committee will consider the results of the shareholder votes on the relevant proposal. In addition, if the ratification vote is not approved with respect to Mr. Kemly’s 2019 Equity Awards, the Compensation Committee may also consider whether to pay cash to Mr. Kemly to reflect the cash payments he would have received under the Cash LTIP if it had not been canceled and replaced with the 2019 Equity Awards. It is likely that the Compensation Committee will approve some amount of replacement awards in the event of a failed ratification vote for any one of the proposals, since an express purpose of the Company’s initial public offering was to provide the Company with the ability to attract and retain qualified personnel through equity incentives. However, whether such awards will be granted and, if so, the timing and amount of such awards cannot be determined.

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Interests of Certain Persons
In considering the recommendation of our Board of Directors with respect to Proposals 1, 2 and 3 below, shareholders should be aware that the directors who are Defendants (including Mr. Kemly) have certain interests, which may present them with conflicts of interests in connection with these proposals. As discussed above, the shares held by directors who are Defendants (including Mr. Kemly), family members of Defendants who reside in the same household as a Defendant and entities controlled by a Defendant will not participate in the ratification vote. For information on the number of shares of Company common stock owned by the Defendants, see “Stock Ownership” below.
PROPOSAL NO. 1 – RATIFICATION OF THE 2019 EQUITY AWARDS TO CURRENT NON-EMPLOYEE DIRECTORS
As discussed herein, in 2019, each of the Company’s non-employee directors was awarded 34,038 shares of restricted stock, and 83,294 stock options exercisable at the then-market price of the Company’s common stock of $15.60 per share, in each case vesting ratability over five years. As disclosed in the 2020 proxy statement, each non-employee director received awards that had a grant date fair value of $884,993. As of the date of this proxy statement, 40% of the 2019 Equity Awards granted to the non-employee directors have vested, and if the awards are not canceled, an additional 20% of each will vest in July of 2022, 2023 and 2024 (assuming the conditions for vesting are met). The terms of the non-employee 2019 Equity Awards are consistent with the 2019 Equity Incentive Plan. The non-employee director 2019 Equity Awards were in addition to the cash compensation paid to the non-employee directors, comprising an annual retainer of $67,800 ($134,500 for the Chairman of the Board of Directors) and additional fees for serving on board committees and certain per-meeting fees.
Requested Shareholder Approval
The Board of Directors has adopted a written charter for each committee, other than the Risk Committee,believes that among other things, specifies the scope of each committee’s rights and responsibilities. A copy of each committee charter is available in the Investor Relations sectionshareholder ratification of the Company’s website athttp://ir.columbiabankonline.com.


The followingnon-employee director 2019 Equity Awards is a description of each of the Company’s Board committees:

Audit CommitteeMeetings During 2020:  9

Michael Massood, Jr. (Chair)

Noel R. Holland

James M. Kuiken

Paul Van Ostenbridge

The Audit Committee assists the Board of Directors in discharging its duties related to the integrity of our financial statements, our compliance with legal and regulatory requirements, our independent auditors’ qualifications, independence and performance, the performance of our internal audit function, our accounting and financial reporting process and financial statement audits.

Among other things, the responsibilities of the Audit Committee include: (i) being responsible for the appointment, compensation, retention and oversight of the independent auditors; (ii) reviewing the Company’s annual and quarterly consolidated financial statements with management and the independent auditors; (iii) overseeing internal audit activities; (iv) pre-approving all audit and permissible non-audit services to be performed by the Company’s independent auditors; (v) authorizing, reviewing, and approving the Audit Committee Report to be included in the Company’s annual proxy statement; (vi) reviewing and approving any third party transactions; (vii) establishing procedures for the receipt, retention and treatment of complaints received by the Company regarding accounting, internal accounting controls or auditing matters and for the confidential, anonymous submission by its employees of concerns regarding questionable accounting or auditing matters; and (viii) reviewing the Audit Committee’s performance and the adequacy of the Audit Committee’s charter on an annual basis.

The Company also provides for appropriate funding, as determined by the Audit Committee, for payment of compensation to the Company’s independent auditors, any independent counsel or other advisors engaged by the Audit Committee and for administrative expenses of the Audit Committee that are necessary or appropriate in carrying out its duties.

The Board of Directors has designated Michael Massood, Jr. as an audit committee financial expert under the rules of the Securities and Exchange Commission. Mr. Massood is independent under the listing requirements of the Nasdaq Stock Market, Inc. applicable to audit committee members.

The report of the Audit Committee appears in this proxy statement under the heading “Proposal 2 — Ratification of Independent Registered Public Accounting Firm — Audit Committee Report.”


Compensation CommitteeMeetings During 2020:  8

Noel R. Holland (Chair)

Frank Czerwinski

Elizabeth E. Randall

Lucy Sorrentini

Robert Van Dyk

The Compensation Committee establishes, administers and reviews the Company’s policies, programs and procedures for compensating its executive officers and directors.

The functions and responsibilities of the Compensation Committee include: (i) Overseeing the Company’s overall compensation structure, policies and programs, and assessing whether the Company’s compensation structure establishes appropriate incentives for management and employees; (ii) reviewing and approving annually the corporate goals and objectives applicable to the compensation of the President and Chief Executive Officer, evaluating at least annually the President and Chief Executive Officer’s performance in light of these goals and objectives, and recommending the President and Chief Executive Officer’s compensation level based on this evaluation; (iii) in collaboration with the President and Chief Executive Officer, reviewing and evaluating the performance of the Company’s executive officers and approving such other executive officers’ compensation and benefits; (iv) reviewing, administering and making recommendations to the Board of Directors with respect to the Company’s incentive compensation and equity-based plans; (v) reviewing and making recommendations to the Board of Directors regarding employment or severance arrangements or plans; (vi) reviewing the Company’s incentive compensation arrangements to determine whether they encourage any excessive risk-taking, reviewing at least annually the relationship between risk management policies and practices and compensation and evaluating compensation policies and practices that could mitigate any such risk; (vii) retaining such compensation consultants, legal counsel or other advisors as the Compensation Committee deems necessary or appropriate for it to carry out its duties, with direct responsibility for the appointment, compensation and oversight of work of such consultants, counsels and advisors; (viii) preparing a report on executive compensation for inclusion in the Company’s Annual Meeting proxy statement; (ix) reviewing and making recommendations to the Board of Directors with respect to the compensation of the Company’s directors; (x) developing a succession plan for our executive officer positions, reviewing it periodically and developing and evaluating potential candidates for succession; and (xi) oversight of our policies and strategies relating to human capital management; and (xii) reviewing the Compensation Committee’s performance and the adequacy of its charter on an annual basis.

The report of the Compensation Committee appears in this proxy statement under the heading “Compensation Committee Report.”


Nominating/Corporate Governance CommitteeMeetings During 2020:  4

Frank Czerwinski (Chair)

Paul Van Ostenbridge

Elizabeth E. Randall

Lucy Sorrentini

Noel R. Holland

The Nominating/Corporate Governance Committee is responsible for assisting the Board of Directors in discharging its duties related to corporate governance and nominating functions.

Among other things, the functions and responsibilities of the Nominating/Corporate Governance Committee include:
(i) developing policies on the size and composition of the Company’s Board of Directors; (ii) developing and recommending to the Board of Directors criteria to be used in identifying and selecting nominees for director; (iii) reviewing possible candidates for election to the Board of Directors; (iv) recommending to the Board of Directors candidates for election or re-election to the Board of Directors; (v) recommending committee structure, composition and assignments; (vi) conducting an annual performance evaluation of the Board of Directors and its committees; (vii) reviewing the Company’s strategies and polices regarding environmental, social and governance matters; and (viii) reviewing the Nominating/Corporate Governance Committee’s performance and the adequacy of its charter on an annual basis.

Risk Committee                                                                                Meetings During 2020:  4

Noel R. Holland (Chair)

Frank Czerwinski

Thomas J. Kemly

James Kuiken

Michael Massood, Jr.

Elizabeth E. Randall

Lucy Sorrentini

Robert Van Dyk

Paul Van Ostenbridge

The Risk Committee oversees the identification and management of the various risks we face including, among other things, financial, credit, collateral, consumer compliance, operational, Bank Secrecy Act, fraud, cyber security, vendor and insurable risks.

The following table identifies our standing committees and their members as of the Record Date. All members of each committee are independent in accordance with the listing standards of the Nasdaq Stock Market, Inc., except for Thomas J. Kemly.

Director

Audit

Committee

Compensation
Committee

Nominating/

Corporate
Governance
Committee

Risk

Committee

Noel R. Holland**
Frank Czerwinski ✓*
Thomas J. Kemly
James Kuiken
Michael Massood, Jr.*
Elizabeth E. Randall
Lucy Sorrentini
Robert Van Dyk
Paul Van Ostenbridge

* Denotes Chairperson

Nominating/Corporate Governance Committee Procedures for Shareholder Director Nominations

The Nominating/Corporate Governance Committee has adopted a set of criteria that it considers when it selects individuals to be nominated for election to the Board of Directors.


Minimum Qualifications. First, a candidate must meet the eligibility requirements set forth in the Company’s Bylaws, which include an age limitation. A candidate also must meet any qualification requirements set forth in any Board or committee governing documents.

The Nominating/Corporate Governance Committee will consider the following criteria in selecting nominees: contributions to the range of talent, skill and expertise appropriate for the Board; financial, regulatory and business experience; knowledge of the banking and financial services industries; familiarity with the operations of public companies and ability to read and understand financial statements; familiarity with the Company’s market area and participation in and ties to local businesses and local civic, charitable and religious organizations; personal and professional integrity, honesty and reputation; ability to represent the best interests of the Company and its shareholders ofbecause those awards appropriately rewarded our highly-qualified non-employee directors, who we believe were and are critical to our long-term success, for services rendered and to be rendered to us during the period that the awards were and are subject to vesting. Notwithstanding the claims in the Pascal Action, we believe that the 2019 Equity Awards were reasonable and appropriate when made and continue to be such, were in line with market practice for institutions similar in size to the Company, motivated and compensated our non-employee directors for services as non-employee directors, and aligned the interests of our non-employee directors with those of our shareholders. The Board of Directors believes that ratifying the 2019 Equity Awards made to the non-employee directors is in the best interests of the Bank;Company and its shareholders.

We are asking shareholders to ratify the non-employee director 2019 Equity Awards. If our shareholders do ratify the non-employee director 2019 Equity Awards, those awards will remain outstanding and will not be subject to legal challenge by any past, current or future shareholder of the Company. If our shareholders do not ratify the non-employee director 2019 Equity Awards, those equity awards will be cancelled, including those awards that already have vested. If the ratification is not successful, the Compensation Committee will consider whether issuance of replacement awards is appropriate, and in making that determination will consider, among other things, the results of the shareholder vote. We believe that failure to ratify the non-employee director 2019 Equity Awards may have an adverse effect on our non-employee directors’ motivation and on our ability to devote sufficient time and energyretain those directors, although no director has threatened to resign.
The Board of Directors recommends a vote FOR the ratification of the 2019 Equity Awards to the performancenon-employee directors.
PROPOSAL NO. 2 – RATIFICATION OF THE 2019 EQUITY AWARDS TO RETIRED NON-EMPLOYEE DIRECTORS WHO WERE INCUMBENT DIRECTORS AT THE TIME OF THE AWARDS AND WHO HAVE CONTINUED TO BE IN SERVICE WITH THE COMPANY AS ADVISORY DIRECTORS FOLLOWING THEIR RETIREMENT
As a result of his or her duties; independence; current equity holdings in the Company;Company’s retirement policy for non-Employee Directors, Defendants Raymond G. Hallock and any other factorsHenry Kuiken retired as directors of the Nominating/Corporate Governance Committee deems relevant, including age, diversity, sizeCompany on May 22, 2020 but, under the terms of the 2019

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Equity Incentive Plan, their 2019 Equity Awards which they received while incumbent directors continue to vest because they continue to provide services to the Company and its subsidiary as advisory directors. As members of the advisory board, Messrs. Hallock and Kuiken meet quarterly with Mr. Kemly and Mr. Holland, Chairman of the Board of Directors, to discuss the Company’s business, including economic and regulatory disclosure obligations. In its consideration of diversity, the Nominating/Corporate Governance Committee seeks to create a Board that is strong in its collective knowledgestrategic initiatives, business developments, relations with key customers, and that has a diverse set of skillsrelated matters. They also attend business development and experience with respect to management and leadership, vision and strategy, accounting and finance, business operations and judgment, industry knowledge and corporate governance.

In addition, prior to nominating an existing director for re-election to the Board of Directors, the Nominating/Corporate Governance Committee will consider and review an existing director’s Board and committee attendance and performance; length of Board service; experience, skills and contributions that the existing director brings to the Board; and independence.

Director Nomination Process. The process that the Nominating/Corporate Governance Committee follows when it identifies and evaluates individuals to be nominated for election to the Board of Directors iscommunity events as follows:

For purposes of identifying nominees for the Board of Directors, the Nominating/Corporate Governance Committee relies on personal contactsrepresentatives of the committee members and other members of the Board of Directors,Company. Mr. Hallock served as well as its knowledge of members of the communities served by the Bank. The Nominating/Corporate Governance Committee also will consider director candidates recommended by shareholders in accordance with the policy and procedures set forth below. The Nominating/Corporate Governance Committee has not previously used an independent search firm to identify nominees.

In evaluating potential nominees, Nominating/Corporate Governance Committee determines whether the candidate is eligible and qualified for service on the Board of Directors by evaluating the candidate under the selection criteria set forth above. In addition, the Nominating/Corporate Governance Committee will conduct a check of the individual’s background and interview the candidate to further assess the qualities of the prospective nominee and the contributions he or she would make to the Board.

Consideration of Recommendation by Shareholders. To submit a recommendation of a director candidate to the Nominating/Corporate Governance Committee, a shareholder must submit the following information in writing, addressed to the Chairman of the Nominating/Corporate Governance Committee, care of the Corporate Secretary, at the main office of the Company:

1.The name of the person recommended as a director candidate;

2.All information relating to such person that is required to be disclosed in solicitations of proxies for election of directors pursuant to Regulation 14A under the Securities Exchange Act of 1934, as amended;

3.The written consent of the person being recommended as a director candidate to being named in the proxy statement as a nominee and to serving as a director if elected;


4.As to the shareholder making the recommendation, the name and address, as they appear on the Company’s books, of such shareholder; provided, however, that if the shareholder is not a registered holder of the Company’s common stock, the shareholder should submit his or her name and address along with a current written statement from the record holder of the shares that reflects ownership of the Company’s common stock; and

5.A statement disclosing whether such shareholder is acting with or on behalf of any other person and, if applicable, the identity of such person.

In order for a director candidate to be considered for nomination by the Board of Directors at the Company’s Annual Meeting of shareholders, the recommendation must be received by the Nominating/Corporate Governance Committee at least 120 calendar days prior to the date the Company’s proxy statement was released to shareholders in connection with the previous year’s Annual Meeting, advanced by one year.

Attendance at the Annual Meeting

The Board of Directors encourages directors to attend the Annual Meeting of shareholders. All of the Company’s directors attended the Company’s 2021 Annual Meeting of shareholders.

Diversity and Inclusion Policy

The Company’s Board of Directors has adopted a Diversity and Inclusion Policy Statement as a reflection of the Company’s belief that diversity and inclusion are both a competitive advantage and a core tenet of the future success of the Company and its affiliates. The Company believes that a diverse Board of Directors and workforce increases its creativity and innovation, promotes higher quality decisions, enhances economic growth, and represents the shareholders and customers it serves. The Company is committed to ensuring that it is diverse across all levels of the organization and that its policies, practices, and actions promote inclusion and continue to strengthen the Company’s ability to attract, develop and retain the best talent, while accelerating business growth, increasing shareholder value and supporting its local communities. The Company recognizes that diversity and inclusion will only be achieved by its continued compliance with applicable laws, and the commitment and accountability at the most senior levels of the organization. Our Board of Directors, executive management and leadership teams are committed to working together to implement a comprehensive strategy to support, promote, and accelerate diversity and inclusion across the Company with a focus on achieving sustained results, value and impact.

PROPOSAL 1 — ELECTION OF DIRECTORS

The Company’s Board of Directors consists of nine members, all of whom are independent under the current listing standards of the Nasdaq Stock Market, Inc. except for Thomas J. Kemly, who is the President and Chief Executive Officer of the Company andfor ten years, ending in December 2011, served on the Bank. In determining the independenceBoards of its directors, the Board considered transactions, relationships or arrangements betweenDirectors for the Company and its subsidiary for 21 years and, prior to becoming President and Chief Executive Officer of the Company, had served the Company and its subsidiary in various senior level positions since 1978. In addition, during Mr. Hallock’s tenure with the Bank and its directors that are not required to be disclosedhe was active with the New Jersey Bankers Association, including service in this proxy statement undervarious executive officer positions with the heading “Transactions with Related Persons.” The Board is divided into three classes with approximately three-year staggered terms, with approximately one-thirdassociation, culminating in serving as Chairman of the directors elected each year.

At the Annual Meeting, shareholders will be asked to elect three directors to serveorganization for a termone year period. Mr. Kuiken and his family own one of three years to expire at the 2024 Annual Meetinglargest building supply companies in northern New Jersey and Mr. Kuiken thus has relationships with, and insight into the business needs of many of the Company’s current and potential customers. Prior to his retirement, Mr. Kuiken had served on the Boards of Directors of the Company and its subsidiary for more than 30 years. Management of the Company values that advice of Messrs. Hallock and Kuiken and believes that the input of the advisory board provides significant benefits to the Company. Messrs. Hallock and Kuiken each receive annual cash compensation of $2,000 for their service as members of the advisory board and are reimbursed for their travel expenses to attend advisory board meetings.

Requested Shareholder Approval
The Board of Directors believes that shareholder ratification of the non-employee director 2019 Equity Awards made to the directors who subsequently retired from the board of directors of the Company but who continue to remain in service with the Company through their service as advisory directors is in the best interests of the Company and its shareholders.

The awards appropriately rewarded our highly-qualified non-employee directors, each of whom were in active service as directors of the Company at the time of the awards, and who we believe were and are critical to our long-term success. The awards were made in 2019 for services rendered and to be rendered to the Company and its subsidiary by such individuals during the period of time in which the awards were and are subject to vesting, all of which was and is consistent with the terms of the 2019 Equity Incentive Plan. Notwithstanding the claims in the Pascal Action, we believe that the 2019 Equity Awards were reasonable and appropriate when made and continue to be such, were in line with market practice for institutions similar in size to the Company, were and are consistent with the terms of the 2019 Equity Incentive Plan, motivated and compensated our non-employee directors for services as non-employee directors, and aligned the interests of our non-employee directors with those of our shareholders. The Board of Directors believes that ratifying the 2019 Equity Awards made to the non-employee directors who are retired but currently serving the Company as advisory directors is in the best interests of the Company and its shareholders.

We are asking shareholders to ratify the non-employee director 2019 Equity Awards that were made in 2019 to individuals who were then serving as directors of the Company and who have continuously provided services to the Company following their retirement through their service as advisory directors. If our shareholders do ratify the non-employee director 2019 Equity Awards to these individuals, those awards will remain outstanding and will not be subject to legal challenge by any past, current or future shareholder of the Company. If the 2019 Equity Awards to the Company’s retired directors are not ratified, they will be cancelled, including those awards that already have vested. If the ratification is not successful, the Compensation Committee will consider whether issuance of replacement awards is appropriate, and in making that determination will consider, among other things, the results of the shareholder vote. We believe that failure to ratify the non-employee director 2019 Equity Awards to these individuals may have an adverse effect on their motivation and on our ability to retain the valuable services that these individuals continue to provide to the Company as advisory directors, although no former non-employee director has threatened to resign from the advisory board.

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The Board of Directors recommends a vote FOR the election of eachratification of the director nominees.

Information regarding2019 Equity Awards to the former non-employee directors, who were incumbent directors at the time of the awards, who subsequently retired from the board of directors of the Company but who continue to remain in service with the Company through their service as advisory directors.

PROPOSAL NO. 3 – RATIFICATION OF THE 2019 EQUITY AWARDS TO THOMAS J. KEMLY
As discussed herein, in 2019, Thomas J. Kemly, President and Chief Executive Officer of the Company, was granted 134,134 time-vested shares of restricted stock and options to purchase 656,471 shares of common stock, in each case vesting ratability over five years. Mr. Kemly was also granted 134,135 shares of performance-vested restricted stock, which will vest in July of 2022 if the specified performance targets are met. The 2020 proxy statement disclosed that the 2019 Equity Awards granted to Mr. Kemly had a grant date fair value of $6,974,998. Forty percent of Mr. Kemly’s time-vested shares of restricted stock and 40% of Mr. Kemly’s stock options have vested. An additional 20% of Mr. Kemly’s time-vested equity awards will vest in July of 2022, 2023 and 2024 (assuming the conditions for vesting are met). The terms of Mr. Kemly’s equity awards are consistent with the 2019 Equity Incentive Plan. The 2019 Equity Awards granted to Mr. Kemly were in addition to his cash and other compensation, which totaled $1,806,676 in 2019 (excluding changes in pension value and nonqualified deferred compensation earnings).
Requested Shareholder Approval
The Board of Directors’ nominees for election atDirectors believes that shareholder ratification of Mr. Kemly’s 2019 Equity Awards is in the Annual Meeting is provided below. Unless otherwise stated, each director has held his or her current occupation for the last five years. The age indicated for each individual is as of December 31, 2020. There are no family relationships among the directors, nominees or executive officers. The indicated period of service as a director includes service as a directorbest interests of the Bank.


NomineesCompany and its shareholders because those awards appropriately rewarded Mr. Kemly, who we believe has been and is critical to the Company’s long-term success, for Electionservices rendered and to be rendered to the Company during the period that the awards were and are subject to vesting. Notwithstanding the claims in the Pascal Action, we believe that the 2019 Equity Awards granted to Mr. Kemly were reasonable and appropriate when granted and continue to be such, in line with market practice for institutions similar in size to the Company, motivated and compensated Mr. Kemly for services as Directors

Three-Year Terms

NOEL R. HOLLAND

Age: 70

Director Since: 1995

Biographical Information:

Partner in the law firmPresident and Chief Executive Officer, and aligned his interests with those of Andersen & Holland, located in Midland Park, New Jersey, from January 1976 until his retirement in March 2017.

Qualifications:

Mr. Holland’s expertise as a partner in a law firm, and his real estate transactional experience and involvement in business and civic organizations in the communities Columbia Bank serves, provide the Company and its shareholders. The Board of Directors with valuable insight. Mr. Holland’s years of providing legal counsel and operating a law office position him well to continue to serve as a director of a public company.

ROBERT VAN DYK

Age: 67

Director Since: 1994

Biographical Information:

President and Chief Executive Officer of Van Dyk Health Care, a health care services company, since July 1994 and the President and Chief Executive Officer of two other hospitals since 1980. He serves on many charitable and civic organizations, including colleges, universities, hospitals, religious organizations and foundations within the communities that Columbia Bank serves. In addition, Mr. Van Dyk has been actively involved in various organizations for the past 20 years, and he served as chairman of two separate national health care organizations.

Qualifications:

Mr. Van Dyk’s strong business background, as well as his experience and expertise with respect to regulated industries, provides the Board of Directors with invaluable insight into the needs of the local communities that Columbia Bank serves.

LUCY SORRENTINI

Age: 57

Director Since: 2020

Biographical Information:

Ms. Sorrentini has served as the Chief Executive Officer of Impact Consulting LLC, a consulting, coaching and training services company, since April 2015. From June 1998 through March 2015, Ms. Sorrentini served in various positions at Booz Allen Hamilton, including serving as Chief Diversity & Inclusion Officer from 2013 to 2015 and as Principal, Talent Acquisition & Resource Management from 2009 to 2013.

Qualifications:

Ms. Sorrentini’s extensive experience with respect to human capital strategy, and human resources and diversity matters, will provide the Board of Directors with valuable insight into the operational and business needs of the Company and the Bank.


Directors Continuingbelieves that ratifying Mr. Kemly’s 2019 Equity Awards is in Office

the best interests of the Company and its shareholders.
We are asking shareholders to ratify Mr. Kemly’s 2019 Equity Awards. If our shareholders do ratify the 2019 Equity Awards to Mr. Kemly, those awards will remain outstanding and will not be subject to legal challenge by any past, current or future shareholder of the Company. If the shareholders do not ratify Mr. Kemly’s 2019 Equity Awards, those awards will be cancelled, including those awards that have already vested. If the ratification is not successful, the Compensation Committee will consider whether issuance of replacement awards to Mr. Kemly is appropriate, and in making that determination will consider, among other things, the results of the shareholder vote. We believe that failure to ratify the 2019 Equity Awards granted to Mr. Kemly may have an adverse effect on Mr. Kemly’s motivation and our ability to retain Mr. Kemly as President and Chief Executive of the Company, although Mr. Kemly has not threatened to resign.
The Board of Directors recommends a vote FOR the ratification of the 2019 Equity Awards to Mr. Kemly.
Term Expiring in 2022

THOMAS J. KEMLY

Age: 62

Director Since: 2006

Biographical Information:

Mr. Kemly was appointed President and CEO of Columbia Bank in 2012. He has since led Columbia Bank on a steady growth trajectory by spearheading organic growth, Columbia Financial, Inc.’s IPO and strategic acquisitions. With over 40 years of experience, Mr. Kemly has been an active and influential figure in banking. Most recently, Mr. Kemly was elected to the Federal Home Loan Bank of New York’s Board of Directors and was named to the Power 100 List by NJBIZ, a statewide business publication. Throughout his career he has worked to advance housing opportunities for families of all incomes, accelerate local community development and increase charitable giving efforts. Mr. Kemly pioneered the Bank’s “Team Columbia” initiatives, where the Bank encourages employees to volunteer at local organizations and participate in meaningful community events. In conjunction with the Company’s IPO in 2018, he grew the Columbia Bank Foundation to one of the largest private giving foundations in the State of New Jersey.

Mr. Kemly began his Columbia Bank career in 1981 and has held a number of positions, including Chief Financial Officer and Chief Operating Officer, before becoming President and Chief Executive of the Bank.

Qualifications:

Mr. Kemly’s extensive experience in the local banking industry and involvement in business and civic organizations in the communities Columbia Bank serves affords the Board of Directors valuable insight regarding the business and operation of Columbia Bank. Mr. Kemly’s knowledge of Columbia Financial’s and Columbia Bank’s business and history, combined with his success and strategic vision, position him well to continue to serve as our President and Chief Executive Officer.

JAMES M. KUIKEN

Age: 50

Director Since: 2020

Biographical Information:

Mr. Kuiken has served as the Director of Operations of Roche Molecular Systems, Inc., a company that develops, manufactures and supplies diagnostic and blood screening test products, since April 2014. Prior to that time, Mr. Kuiken served in various other capacities at Roche Molecular Systems, Inc.

Qualifications:

Mr. Kuiken’s extensive experience with respect to operational matters at a large multinational corporation will provide the Board of Directors with valuable insight into the operational and business needs of the Company and Columbia Bank.

PAUL VAN OSTENBRIDGE

Age: 67

Director Since: 2019

Biographical Information:

Mr. Van Ostenbridge served as President and Chief Executive Officer of Stewardship Financial Corporation and Atlantic Stewardship Bank from 1985 until their acquisition by the Company on November 1, 2019.

Qualifications:

Mr. Van Ostenbridge’s extensive experience in the local banking industry and involvement in business, civic and charitable organizations in the communities Columbia Bank serves affords the Board of Directors with valuable insight regarding the business and operations of Columbia Bank.


Term Expiring in 2023

FRANK CZERWINSKI

Age: 75

Director Since: 1994

Biographical Information:

Director of Real Estate Operations for Philip Morris Companies prior to his retirement. Mr. Czerwinski also served as Vice President of Real Estate Operations for the Olnick Organization and was responsible for overseeing all of the organization’s commercial activities. He has also developed and constructed a number of commercial properties in the New Jersey area.

Qualifications:

Mr. Czerwinski’s significant commercial real estate experience provides the Board of Directors with invaluable insight into the needs of the local communities that Columbia Bank serves.

MICHAEL MASSOOD, JR.

Age: 67

Director Since: 2003

Biographical Information:

President of Massood & Company, P.A., CPAs, a certified public accounting firm, since 1981.

Qualifications:

As a certified professional accountant, Mr. Massood provides the Board of Directors with critical experience regarding accounting and financial matters. Mr. Massood’s extensive experience in the local banking industry and involvement in business and civic organizations in the communities Columbia Bank serves affords the Board of Directors valuable insight regarding the business and operation of Columbia Bank.

ELIZABETH E. RANDALL

Age: 67

Director Since: 2003

Biographical Information:

Commissioner of the Bergen County Improvement Authority and also currently serves as a member of the audit committee of the New Jersey Municipal Excess Liability Insurance Fund. From 2004 to 2006, Ms. Randall served on the Bergen County Board of Chosen Freeholders. Prior to that, Ms. Randall served as the New Jersey Commissioner of Banking and Insurance. Ms. Randall also served as a member of the Board of Directors of the YWCA of Northern New Jersey.

Qualifications:

Ms. Randall’s service as an elected and appointed government official, as well as her prior bank regulatory experience, provides the Board of Directors with invaluable insight into the needs of the local communities that Columbia Bank serves.

COMPENSATION DISCUSSION AND ANALYSIS


The following compensation discussion and analysis (“CD&A”) provides a detailed description of the Company’s executive compensation philosophy, plans and programs, and the factors used by the Compensation Committee for determining 20202021 compensation for the Named Executive Officers, identified pursuant to the rules of the Securities and Exchange Commission. This discussion should be read in conjunction with the compensation tables and accompanying narrative starting on page 31.27. For 2020,2021, the following executive officers comprised our Named Executive Officers (collectively, our “NEOs”):


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NameTitle
Thomas J. KemlyPresident and Chief Executive Officer
Dennis E. GibneyExecutive Vice President and Chief Financial Officer
E. Thomas Allen, Jr.Senior Executive Vice President and Chief Operating Officer
John KlimowichExecutive Vice President and Chief Risk Officer
Allyson SchlesingerExecutive Vice President, Head of Consumer Banking
Oliver E. Lewis, Jr.Executive Vice President, Head of Commercial Banking

16 

Executive Summary

2020

2021 Business Highlights and Results

Despite the significantcontinuing challenges of the COVID-19 pandemic, the Company achieved another successful year in 2020.2021. Below are some of the highlights of our financial and operational performance for the year ended 20202021 in support of our strategic plan:

·Faced with the COVID-19 pandemic, we were able to quickly enable remote employee access via our Digital Workplaces initiative and to implement best practices to ensure a safe environment for our employees and customers.

·Columbia Bank assisted over 2,400 organizations retaining their employees by originating over $488 million of Paycheck Protection Program Loans.

·We worked with our borrowers in distress and during 2020, modified almost $1 billion of loans and successfully reduced those deferred loan balances to $85 million, or 1.4% of the portfolio, by year end.

·We completed the acquisition of Roselle Bank, a New Jersey savings bank in the private mutual holding company form of organization, with assets of approximately $435 million.

·The system conversions of Roselle Bank and Stewardship Financial were successfully completed and targeted synergies were achieved in 2020.

·We achieved asset growth of 7.4% and deposit growth of 20.1%.

·Our annual net income increased to $57.6 million, or $0.52 per basic and diluted share. Additionally, core net income increased 14.9% from $54.9 million in 2019 to $63.0 million in 2020.

·Net interest income grew by 28.5% and net interest margin expanded to 2.72%.

·Our asset quality remained strong with non-performing assets at 0.09% of total assets at December 31, 2020.

·We accelerated the release of several digital banking and other Fintech solutions to support our customers and introduced a new digital mortgage system.

·In addition to branch consolidations attributable to mergers, Columbia Bank improved the efficiency of the franchise by consolidating two branches.

·To facilitate our balance sheet migration toward a commercial bank mix, Columbia Bank elected to operate as a covered savings institution, which eliminates certain limitations on the aggregate amount of commercial and non-residential mortgage assets that a savings institution may hold.

·We repurchased 7.6 million shares of our common stock during 2020.

·We continued to enhance the diversity of our executive management and senior management teams. In addition, 2 of our 9 Board members are female, one of whom is of Hispanic heritage.

·We funded the outfitting of a COVID Field Hospital at the New Jersey Convention & Exposition Center, Inc. during the height of the COVID pandemic in the State of New Jersey.

·We contributed $600,000 to nonprofits impacted by the pandemic and to medical facilities within our communities through the Columbia Bank Foundation.


We completed the acquisition of Freehold Bank, a New Jersey savings bank in the private mutual holding company form of organization, with assets of approximately $295 million.

We entered into a merger agreement with RSI Bank, a New Jersey savings bank in the private mutual holding company form of organization, with assets of approximately $626 million.

Our annual net income increased to $92.0 million, or $0.88 per basic and diluted share, relative to annual net income for 2020 of $57.6 million, or $0.52 per basic and diluted share.

Return on average assets and return on average equity for 2021 were 1.01% and 8.98%, respectively, relative to 0.66% and 5.67%, respectively for 2020.

We achieved asset growth of 4.8% and deposit growth of 11.7%.

Net interest income grew by 5.2% and noninterest income grew by 24.2%.

Non-performing assets declined by 51.7% and our non-performing assets were 0.04% of total assets at December 31, 2021.

Loans modified for borrowers impacted by COVID during 2020 were reduced to four loans totaling $24.3 million, or 0.4% of the portfolio, by year end.

During 2021, Columbia Bank assisted over 1,600 organizations retaining their employees by originating over $239 million of Paycheck Protection Program Loans under the second tranche of this program.

We continued to advance several digital banking enhancements to support our customers and we enhanced the security and efficiency of our technology infrastructure.

We repurchased 6.1 million shares of our common stock during 2021.

We continued to enhance the diversity of our executive management team and Board of Directors.

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The following charts highlight our financial performance over the four year period beginning January 1, 2017 and ending December 31, 2020:

2021*:
[MISSING IMAGE: tm225669d1-bc_perf4clr.jpg]
*

December 31, 2021 data is unaudited.

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“Say on Pay” Vote and Shareholder Alignment

On

On May 22, 2020,20, 2021, shareholders voted on a non-binding resolution to approve the compensation for the Named Executive Officers, commonly referred to as a “Say on Pay” vote. The resolution was approved with an affirmative vote of 98.9% of votes cast, which reflects a strong vote of confidence in our executive compensation program and practices.

Executive Compensation and Shareholder Engagement

The Compensation Committee utilizes the following best practices to ensure that executive compensation is aligned with shareholder interests:

·A significant portion of equity compensation is performance-based.
·Short term incentive payments are performance-based.
·Long term cash incentive plan awards previously granted are performance-based.
·Performance-based equity awards also contain extended, service-based vesting requirements.
·Executive stock ownership guidelines require executives to own and maintain a meaningful ownership position.
·Incentive compensation is subject to recoupment under the Company’s “clawback” policy.
·Employment agreement change in control provisions require a “double trigger” to be paid.
·Employment agreements do not contain tax gross-ups.


A significant portion of equity compensation is performance-based.

Short term incentive payments are performance-based.

Performance-based equity awards also contain extended, service-based vesting requirements.

Executive stock ownership guidelines require executives to own and maintain a meaningful ownership position.

Incentive compensation is subject to recoupment under the Company’s “clawback” policy.

Employment agreement change in control provisions require a “double trigger” to be paid.

Employment agreements do not contain tax gross-ups.
The Compensation Committee believes that each of these elements provides a meaningful reward opportunity to the NEOs, focuses our leadership team on our short-term financial results and long-term strategic objectives and links realized pay directly to performance.

19 

Executive Compensation Philosophy

OBJECTIVEOBJECTIVECOMPENSATION DESIGN CRITERIA
Accountability for Business Performance·

Tie compensation in large part to the Company’s financial and operating performance, so that executives are held accountable for the performance of the business for which they are responsible and for achieving the goals stated in the Company’s Annualannual Business Plan.
Accountability for Long-Term Equity Performance·

Include meaningful incentives to create long-term shareholder value while not promoting excessive risk taking.
Competition·

Reflect the competitive marketplace so we can attract, retain, and motivate talented executives throughout the volatility of business cycles.

2020


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2021 Executive Compensation Elements

The four primary elements of our total direct compensation program for our NEOs and a summary of the actions taken by the Compensation Committee regarding those elements during fiscal year 20202021 are set forth below.

Compensation Element

Link to Business
and Talent Strategies

20202021 Actions
Base Salary
(Page 25)21)
·

Competitive base salaries help attract and retain executive talent.

Amounts reflect each executive’s experience, performance and contribution to the Company.
·

Base salaries are subject to annual review in December of each year based on the Compensation Committee’s assessment of the executive’s individual performance during the year, a review of peer group practices for similar positions and consideration of base salary in relation to incentive compensation opportunities.
·Amounts reflect each executive’s experience, performance and contribution to the Company.

Short-Term Incentives


(Page 25)

21)
·

Focus executives on achieving annual financial results that are key indicators of annual financial and operational performance.

Each NEO has an individual scorecard that sets forth his or her annual performance goals.

2021 goals were based on financial measures important to our business strategy.
·

Design of the PAIP (as defined herein) remained consistent with the prior year; while individual scorecards changed as is consistent with past practice and to take into account changes in priorities due to COVID-19.
·Each NEO has an individual scorecard that sets forth his or her annual performance goals.·practice.

In February 2021,2022 the Compensation Committee reviewed and approved theall NEO incentive payouts for 20202021 based on achievement of the performance goals.
·2020 goals were based on financial measures important to our business strategy.
Long-Term Cash Incentive
Program
(Page 27)
·Represents “variable” amounts of cash compensation based upon continued service and performance achieved relative to three year performance goals.·In 2019 and 2020, no new awards were made under our Cash LTIP as a result of the implementation of our 2019 Equity Incentive Plan.
·Incentives ensure interests of executives are aligned with Company’s long term strategy.·Due to the deferred payouts under the structure of the Cash LTIP, in 2020 executives received cash based performance payments due under the 2017-2019 Cash LTIP and the 2018 – 2020 Cash LTIP.
Long-Term Equity Incentive Compensation
Compensation
(Page 27)23)
·

Rewards financial results over a period of years that correlate to long-term shareholder value.

Encourages retention of our executive team through the use of multi-year vesting.

Aligns the compensation interests of our executives with the financial interests of our shareholders.

Encourages growth in our stock price.
·Previous

Previously granted equity awards for all NEOs consisted of a combination of performance-based restricted stock, time-based restricted stock, and time-based stock options.
·
Encourages retention of our executive team through the use of multi-year vesting.·
No equity awards were made to NEOs during 20202021, except for a one-time award to the Company’s new Executive Vice President, Head of Commercial Banking.

20 

Compensation Element

Link to Business

and Talent Strategies

2020 Actions

·Aligns the compensation interests of our executives with the financial interests of our shareholders.
·Encourages growth in our stock price.

Important Corporate Governance Policies

Our 20202021 executive compensation program was based on the compensation philosophy adopted by our Compensation Committee and reflected the advice of the Compensation Committee’s independent compensation consultants (see page 2217 below). The Compensation Committee is guided by the following key principles in determining the compensation structure for our executives:


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WHAT WE DOWHAT WE DON’T DO

ü
Use independent compensation consultants

ü

Have stock ownership guidelines

ü

Use competitive benchmarking for NEO compensation and non-employee director compensation


üUse meaningful incentives in our executives’ compensation that create long-term shareholder value while not incentivizing excessive risk-taking.risk-taking


ü
Grant equity that vests over multiple years

ü

Have short and long term incentive plans based on performance

ü

Limit perquisites to NEOs

ü

Recoupment of incentive compensation through clawback policy

X
No tax gross ups

X
No pledging of our stock

X
No hedging

X
No unapproved trading plans

X
No dividends on unvested/unearned equity

X
No excessive risk creation

X
No repricing of stock options

X
No “single trigger” change in control severance under employment agreements

Factors for Determining Compensation

Role of Compensation Committee

The Compensation Committee is made up of independent directors as required under the Nasdaq listing rules. Details on the Compensation Committee’s functions are described in the Committee’s charter, which has been approved by the Board and is available on our Investor Relations website.

The Compensation Committee has the authority to obtain advice and assistance from internal or external legal, human resources, accounting or other experts, advisors, or consultants as it deems desirable or appropriate. The Compensation Committee has sole authority to retain and terminate any compensation consultant and to approve the fee arrangements and the terms of engagement. For 2020,2021, the Compensation Committee engaged an independent consulting firm, which specializes in executive compensation (see page 2218 below).

In 2020,

For 2021, the Compensation Committee reviewed and approved all aspects of compensation plans and policies applicable to the NEOs, including participation and performance measures. In carrying out its duties, the Compensation Committee considered the relationship of corporate performance to total compensation; set salary and bonusincentive compensation levels; and reviewed the adequacy and effectiveness of various compensation and benefit plans. The Chair of the Compensation Committee reported committee actions to the Board following each committee meeting.

The Compensation Committee worked closely with Mr. Kemly to review and discuss his recommendations for the NEOs and other executive officers. The Compensation Committee also considered the market and peer group analysis provided by the compensation consultant to assess market practices, the mix of fixed and variable compensation, and the levels of compensation for each named executive. The Compensation Committee reviewed and approved individually-determined salary increases for the other NEOs as recommended by Mr. Kemly for the 20202021 calendar year.


The Compensation Committee reviewed and accepted the self-evaluation (including relevant quantitative and qualitative accomplishments) of Mr. Kemly for the 2020 calendar year and provided feedback to Mr. Kemly. The Compensation Committee used this evaluation in making compensation decisions concerning Mr. Kemly and approved a base salary increase for Mr. Kemly as recommended by the Chair of the Compensation Committee for the 20202021 calendar year.

Role of CEO and Management

Members of our senior management team attend regular meetings in which executive compensation, Company performance, individual performance and competitive compensation levels and practices are discussed and

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evaluated. Only the Compensation Committee members can vote on decisions regarding NEO compensation. The CEO does not participate in the deliberations of the Compensation Committee with respect to his own compensation.

The Compensation Committee believes that even the best advice of a compensation consultant or other outside advisors must be combined with the input from senior management and the Compensation Committee’s own individual experiences and judgment to arrive at the proper alignment of compensation philosophy, programs, and practices. Members of senior management worked with the Compensation Committee to provide perspectives on reward strategies and how to align those strategies with the Company’s business and management retention goals. They provided feedback and insights into the effectiveness of the Company’s compensation programs and practices. The Compensation Committee looked to the CEO, other members of executive management, and outside legal counsel for advice in the design and implementation of compensation plans, programs, and practices. In addition, the CEO and other members of executive management at times attended portions of Compensation Committee meetings to participate in the presentation of materials and to discuss management’s point of view regarding compensation issues.

Role of Independent Compensation Consultants

In 2020, the

The Compensation Committee retained the services of an independent compensation consultant, GK Partners (“GK Partners”), to perform a competitive assessment of the Company’s executive and director compensation programs, as well as to provide guidance on the changing regulatory environment governing executive compensation. The annual executive and director assessments include, but are not limited to, an assessment of the Company’s financial performance relative to its peers, an assessment of the Company’s compensation program compared to its peers, recommendations for total cash compensation opportunities (base salary and cash incentives), and a comparative benchmark study of executive compensation and non-employee director compensation.

A representative of GK Partners attended Compensation Committee and Board meetings during 2020 and 2021, upon request, to review compensation data and participate in general discussions on compensation and benefits for the NEOs and Board members. While the Compensation Committee considered input from GK Partners when making compensation decisions, the Compensation Committee’s final compensation decisions reflect many factors and considerations.

The Compensation Committee considered the independence of GK Partners under applicable SEC and Nasdaq listing rules and concluded there was no conflict of interest with respect to the consultant.

Risk Considerations in Compensation Program

The Compensation Committee has assessed the Company’s compensation programs and has concluded that our compensation policies and practices do not create risks that are reasonably likely to have a material adverse effect on the Company. Our Compensation Committee has also assessed the Company’s executive and broad-based compensation and benefits programs to determine if the programs’ provisions and operations create undesired or unintentional risk of a material nature. This risk assessment process included a review of program policies and practices; a program analysis to identify risk and risk control related to the programs; and determinations as to the sufficiency of risk identification, the balance of potential risk to potential reward, risk control, and the support of the programs and their risks to company strategy. Although the Compensation Committee reviews all compensation programs, it focuses on the programs with variability of payout, with the ability of a participant to directly affect payout and the controls on participant action and payout.

Based on the foregoing, we believe that our compensation policies and practices do not create significant inappropriate or unintended risk to the Company. We also believe that our incentive compensation arrangements provide incentives


that do not encourage risk-taking beyond the organization’s ability to effectively identify and manage significant risks; that are compatible with effective internal controls and our risk management practices; and that are supported by the oversight and administration of the Compensation Committee with regard to executive compensation programs.

Peer Group and Benchmarking

The Compensation Committee believes benchmarking is a useful method to gauge both the compensation level and compensation mix for executives within competitive job markets that are relevant to the Company.

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Competitive benchmarking is one of many factors considered by the Compensation Committee in making executive compensation decisions. The Compensation Committee generally reviews data gathered from the proxy statements of our peer group (as defined below) as well as industry surveys for benchmarking purposes in its review and analysis of base salaries, discretionary bonuses and short-term and long-term cash incentives, and equity grants to establish our executive compensation program. The Compensation Committee reviews the peer group annually and updates the peer group as appropriate to ensure that the peer group continues to consist of financial institutions with business models and demographics and a reasonable range of financial performance similar to the Company.

In 2019,2020, the Compensation Committee engaged GK Partners was commissioned to conduct an annual comparative marketplace benchmarking study of NEO and non-employee director cash and equity compensation among a selectedwith respect to the Company’s peer group of twenty (20) suitable peer comparator banking companies. GK Partners identifiedfor the 20 comparator companies based onCompensation Committee to utilize in reviewing and approving compensation for the NEOs in 2021.
The Compensation Committee’s considered the following factors: asset size, profitability, rates of return, market capitalization, location and lines of business.

The Compensation Committee reviewed and accepted the recommendations of GK Partners concerning the selection and composition of the executive and Board compensation comparatorfactors in reviewing its peer group based on the Compensation Committee’s review of a detailed analysis of 12 directly relevant financial and operational metrics pertaining to the appropriate selection of the peer companies. These factors included:group: total assets, net income, ROE, ROAA, EPS, market capitalization, non-interest income, efficiency ratio, loan to asset ratio, loan to deposit ratio, number of full time employees, and net income per employee. The peer group includedFor purposes of reviewing and approving 2021 executive compensation, in 2020 the Compensation Committee selected publicly traded financial institutions with assets between approximately $5.4$5.2 billion and $13.8$17.6 billion as of December 31, 20182019 from the Northeast and Mid-Atlantic regions. The median asset size of the peer group was $7.9$8.8 billion, placing the Company at slightly below the 50th percentile in asset size, with asset size at year end 20182020 of $6.6$8.2 billion. The peer group approved by the Compensation Committee consisted ofin December 2020 for setting executive compensation for 2021 included the following financial institutions:

20 banks, 19 of which were used in the previous year:
Atlantic Union Bankshares Corp.Independent Bank Group
Berkshire Hills Bancorp, Inc.$12.2BKearny Financial Corp.$6.6B
Brookline Bancorp, Inc.7.4BLakeland Bancorp, Inc.5.8B
Community Bank System, Inc.10.6BMeridian Bancorp, Inc.6.2B
ConnectOne Bancorp, Inc.5.5BNBT Bancorp, Inc.9.6B
Customers Bancorp, Inc.9.8BOceanFirst Financial Corp.7.5B
Dime Community Bancshares, Inc.6.3BPeapack-Gladstone Financial Corp.
Eagle Bancorp, Inc.Provident Financial Services, Inc.9.7B
Eagle Bancorp,Flushing Financial, Inc.8.4BSandy Spring Bancorp, Inc.8.2B
Flushing Financial, Inc.6.8BAtlantic Union Bankshares Corp.13.8B
Independent Bank Corp.8.9BUnited Financial Bancorp7.4B
Independent Bank Group9.8BWSFS Financial Corp.7.2B

The peer group was utilized by the Compensation Committee in December 20192020 for purposes of determining executive compensation and compensation of non-employee directors for 2020.

In March 2020, GK Partners conducted a review of the Company’s 2019 compensation peer group, taking into account 2019 year-end financial data for comparator companies consisting of the same twelve factors discussed above, the completion of the Company’s acquisition of Roselle Bank and the Company’s internal asset growth. Based on such review, GK Partners recommended changes to the peer group to better reflect the companies that would be more relevant from size and business model perspectives. The Compensation Committee determined that the recommended adjustments to the peer group for 2020 were appropriate and approved the 2020 peer group for the Company. The following sets forth the additions and deletions to the prior year’s peer group that were made in approving the 2020 peer group:

2021.

DeletionsAdditions
United Financial Bancorp$7.4BPeapack-Gladstone Fin. Corp.$5.2B

Taking into account the changes noted above, the 2020 peer group included publicly traded banks and thrifts with assets between approximately $5.2 billion and $17.6 billion as of December 2019, primarily from the Northeast and Mid-Atlantic regions. The median asset size of the adjusted peer group was $8.8 billion, placing the Company slightly below the 50th percentile in asset size.

Employment Agreements with our NEOs

The Compensation Committee believes that employment agreements are necessary to attract and retain qualified executives and ensure the stability of our executive management team. Our employment agreements with our NEOs generally set forth the terms of the executive’s employment with the Company and also promise severance benefits if the executive is involuntarily terminated without cause or, in some cases, if the executive voluntarily terminates his or her employment for good reason. The retention of key management is essential to and in our shareholders’ best interests. The Compensation Committee believes reasonable severance benefits help ensure the continued dedication and efforts of management without undue concern for or distraction by their personal, financial and employment security. Similarly, in the context of a potential change in control transaction, the Compensation Committee believes that employment agreements effectively motivate executives to remain engaged and strive to create shareholder value, in the event the Company is targeting or being targeted by another company for acquisition, despite the risk of job loss or the loss of equity vesting opportunity. In addition, these severance arrangements are necessary to attract and retain qualified executives who may have other job alternatives that may appear to them to be less risky absent these arrangements. For a description of the terms of the employment agreements with our NEOs, see the discussion below on page 28.

24.


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Elements of 20202021 Compensation Program

The various elements of our 20202021 compensation program are intended to reflect our compensation philosophy and: (i) provide an appropriate level of financial certainty through fixed compensation, (ii) ensure that a significant portion of the compensation program is at-risk based on performance, (iii) ensure that at least 30% of previously awarded equity compensation is at-risk based on performance, and (iv) create a balance of short-term and long-term incentives.

COMPENSATION ELEMENTPURPOSE
Base Salary·

Provide financial predictability and stability through fixed compensation;
·

Provide a salary that is market competitive;
·

Promote the retention of executives; and
·

Provide fixed compensation that reflects the scope, scale and complexity of the executive’s role.
Short-Term Incentives·

Align management and shareholder interests;
·

Provide appropriate incentives to achieve our annual operating plan;
·

Provide market competitive cash compensation when targeted performance objectives are met;
·

Provide appropriate incentives to exceed targeted results; and
·

Pay meaningful incremental cash awards when results exceed target and pay below market cash awards when results are below target.
Long-Term Equity Incentives·��

Align management and long-term shareholder interests;
·

Balance the short-term nature of other compensation elements with long-term retention of executive talent;
·

Focus our executives on the achievement of long-term strategies and results;
·Creates

Create and sustainssustain shareholder value; and
·

Support the growth and operational profitability of the Company.
Employment Agreements·

Enable us to attract and retain talented executives;
·

Protect Company interests through appropriate post-employment restrictive covenants, including non-competition and non-solicitation;
·

Ensure management is able to analyze any potential change in control transaction objectively; and
·

Provide for continuity of management in the event of a change in control.

COMPENSATION ELEMENT
PURPOSE
·Provide for continuity of management in the event of a change in control.

Non-Qualified Retirement and


Deferred Compensation Benefits

·

Provide supplemental retirement benefits to certain executives who are disallowed benefits under the Company’s qualified benefit plans due to IRS limits.

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COMPENSATION ELEMENTPURPOSE
Other Benefits·

Provide participation in the same benefits programs as our other employees, including our ESOP;
·

Provide participation in an ESOP SERP for supplemental retirement benefits; and
·

Limit specialannual benefits and perquisites and use as competitively appropriate and necessary only to attract and retain executive talent.

Base Salary

Our NEO base salaries are set at levels that are intended to reflect the competitive marketplace in attracting, retaining, motivating and rewarding high performing executives. In determining base salaries, the Compensation Committee considers the following elements: (i) individual performance based on experience and scope of responsibility, (ii) non-financial performance indicators including strategic developments for which an executive has responsibility and managerial performance,accountability, (iii) compensation paid by peers, (iv) functionality of the executive management team, (v) economic conditions in the Company’s market areas and (vi) analyses or guidance from independent consultants during the annual review process. The base salaries are intended to compensate the NEOs for the day-to-day services performed for the Company and the Bank.

In establishing base salaries for our NEOs for 2020,2021, the Compensation Committee reviewed the factors discussed above and determined that base salary increases were appropriate given our strong financial performance in 2020, our relative positioning to our peers and to maintain competitive base salaries. Mr. Klimowich received a larger base salary increase to account for larger competitive deficits as compared to the average and median to the base salary of the peer group for a comparable role. Below are changes to NEO base salaries from 20192020 to 2020.

NEOs 

2019 Base Pay(1)

$

 

2020 Base Pay(1)

$

 % Change
Thomas J. Kemly 775,000 795,000 2.6
Dennis Gibney 392,000 402,000 2.6
E. Thomas Allen 450,000 460,000 2.2
John Klimowich 330,000 350,000 6.1
Allyson Schlesinger 365,000 365,000 

2021.
NEOs
2020 Base Pay(1)
$
2021 Base Pay(1)
$
% Change
Thomas J. Kemly795,000818,9003.01
Dennis Gibney402,000412,0002.49
E. Thomas Allen460,000472,0002.61
John Klimowich350,000370,0005.71
Allyson Schlesinger365,000380,0004.11
Oliver E. Lewis, Jr.350,000

(1)
Amounts in table represent NEO base salaries at the end of the period presented.

(2)
Mr. Lewis became Executive Vice President, Head of Commercial Banking on January 2, 2021.
Short-Term Incentives

Performance Achievement Incentive Plan.   We maintain an annual cash incentive plan - the Performance Achievement Incentive Plan (“PAIP”) – that is designed to align the interests of our employees with the overall performance of the Company. All exempt employees (excluding commissioned employees), including the NEOs, are eligible to participate in the PAIP, subject to certain eligibility requirements. A participant is eligible to earn a target incentive award for a calendar year defined as a percentage of the participant’s base salary. For 2020,2021, the participant’s target incentive opportunity was adjusted based on the Company’s return on average assets and net interest margin, as was done in prior years, and the participant was eligible to earn a percentage of the adjusted target incentive based on achievement of a combination of overall Company, department/team and individual performance goals. Awards for the NEOs are approved by the Compensation Committee.

The Compensation Committee reviewed our 2020 Business Plan approved by our Board and the key performance measures for our business and information related to our peer group provided by GK Partners and, based on such review, in February 2021, the Compensation Committee, decided to focus the bonus metrics for 2020 on three factors: net income, efficiency ratio, and non-performing assets to total assets, in addition to individual performance goals for eligible executives other than Mr. Kemly and Mr. Allen. Additionally, the 2020 PAIP performance metrics were designed to allow for payouts to be determined within the range of a threshold to a maximum, with maximum targets


reflecting stretch goals that aligned with our 2020 Business Plan. The 2020 PAIP payout was capped at 125% of target as the Compensation Committee believed this cap was market competitive for short-term incentives. Actual payouts were based on the level of achievement of the performance metrics subject to the Compensation Committee’s ability to exercise discretion to make such adjustments for extraordinary one-time items as the Compensation Committee deems appropriate to fairly reflect the Company’s performance for the year. Further details on each of these components of the 2020 PAIP are described below.

When designing the 20202021 PAIP and when considering whether we reached the target performance metricmetrics for a payout under the 20202021 PAIP are achieved, the Compensation Committee had the discretion to take into account categories of significant, unplanned and unusual items that would be excluded from the performance metrics, whether the resulting impact was positive or negative, because they distort our operating performance. This


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practice, which is consistent with the practices of peer group companies, ensures that our executives will not be unduly influenced in their day-to-day decision-making because they would neither benefit, nor be penalized, as a result of certain unexpected and uncontrollable events or strategic initiatives that may positively or negatively affect the performance metric in the short-term. For 2020, the Compensation Committee did not make any adjustments to the PAIP
The performance metricsmeasures for the NEOs.

The performance measure for the 20202021 PAIP included the same corporate goals for each NEO and specific individual goals depending on the individual roles and responsibilities of each NEO, with each NEO’s individual scorecard, other than with respect to Mr. Kemly and Mr. Allen, setting forth the weightings assigned to each performance measure.

The following table summarizes the thresholds, targets, and maximum parameters and actual 20202021 performance for each of the applicable financial metrics selected under the 20202021 PAIP:

2020 Performance Measures*

Threshold
Parameter

(Dollars in Millions)

Target
Parameter
(Dollars in  Millions )
Stretch
Parameter
(Dollars in  Millions)

2020

Actual
Performance

(Dollars in Millions)

Net Income of Columbia Bank$52.80$57.30$61.80$58.00
Efficiency Ratio of Columbia Bank62.80%59.80%56.80%57.90%
Non-Performing Assets to Total Assets0.50%0.25%0.10%0.09%
*Payouts earned for intermediate performance levels are determined using straight line interpolation. Individual performance measures which do not have specific dollar or percentage thresholds but rather are tied to department performance or similar measures are not included in table but are set forth in the table below.

2021 Performance Measures(1)
Threshold
Parameter
(Dollars in
Millions)
Target
Parameter
(Dollars in
Millions )
Stretch
Parameter
(Dollars in
Millions)
2021
Actual
Performance
(Dollars in
Millions)
Core Net Income of Columbia Bank$61.2$72.6$82.8$94.9
Efficiency Ratio of Columbia Bank60.90%57.90%54.90%53.90%
Non-Performing Assets to Total Assets0.50%0.25%0.10%0.04%
(1)
Payouts earned for intermediate performance levels are determined using straight line interpolation. Individual performance measures which do not have specific dollar or percentage thresholds but rather are tied to department performance or similar measures are not included in table but are set forth in the table below.
The weighting assigned to each NEO in the categories that are applicable to them are set forth below:

2020

Performance Measures*

Mr.

Kemly

Mr.

Gibney

Mr.

Allen

Mr.

Klimowich

Ms.

Schlesinger

Net Income of Columbia Bank35.0%25.0%35.0%25.0%25.0%
Efficiency Ratio of Columbia Bank35.0%25.0%35.0%25.0%25.0%
Non-Performing Assets to Total Assets30.0%20.0%30.0%20.0%20.0%
Other* 30.0% 30.0%30.0%
Total100.0%100.0%100.0%100.0%100.0%
*The “Other” category includes overall individual and/or department performance that is directly relevant to the NEOs position and the performance of the business unit under their purview and generally relates to non-revenue producing items, other than with respect to Ms. Schlesinger.

2021 Performance Measures*Mr. KemlyMr. GibneyMr. AllenMr. KlimowichMs. SchlesingerMr. Lewis
Net Income of Columbia Bank35.0%25.0%35.0%25.0%25.0%25.0%
Efficiency Ratio of Columbia Bank35.0%25.0%35.0%25.0%25.0%25.0%
Non-Performing Assets to Total Assets30.0%20.0%30.0%20.0%20.0%20.0%
Other(1)0.0%30.0%0.0%30.0%30.0%30.0%
Total100.0%100.0%100.0%100.0%100.0%100.0%
(1)
The “Other” category includes overall individual and/or department performance that is directly relevant to the NEOs position and the performance of the business unit under their purview and generally relates to non-revenue producing items, other than with respect to Ms. Schlesinger and Mr. Lewis.
For purposes of determining the level of achievement for each of the performance measures under the 20202021 PAIP, the Compensation Committee reviewed the applicable financial metrics, as derived from our 20202021 financial results, and the individual and department metrics. For the 20202021 performance year, the Compensation Committee certified achievement of the pre-established performance measures for the CEO and each of the other NEOs as reflected in the table above,

Given the unprecedented challenges to the Company’s business, employees and customers created by the pandemic and in March 2020, the Company’s leadership quickly shifted priorities to address employee safety and customer response, including the additional workload in connection with the Paycheck Protection Program. above.

After review and discussion, the successful execution of individual and departmental strategic objectives in 20202021 coupled with the


Company’s financial performance resulted in payouts generally ranging between 109.97%113.0% and 119.81%134.89% of each NEO’s target 20202021 PAIP opportunity, as is set forth below.

NEO 

Target Opportunity

($)

 

Payout as a Percent of
Target Opportunity
(%)

 
Thomas J. Kemly 525,018 114.46 
Dennis Gibney 245,059 109.97 
E. Thomas Allen 280,416 114.46 
John Klimowich 177,800 109.97 
Allyson Schlesinger 185,420 119.81 


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NEO
Target Opportunity
($)
Payout as a Percent of
Target Opportunity
(%)(1)
Thomas J. Kemly612,128125
Dennis Gibney284,280117.5
E. Thomas Allen352,820125
John Klimowich212,750113
Allyson Schlesinger218,500134.9
Oliver E. Lewis, Jr.201,250130.5
(1)
The Company’s 2021 audit report, which will be filed no later than March 1, 2022 with the Company’s Annual Report on Form 10-K, may result in adjustments to the performance measures under the PAIP. The PAIP awards are subject to adjustment if the performance measures change as a result of the audit.
The actual dollar amounts earned by our NEOs in fiscal year 2020,2021, pursuant to the 20202021 PAIP, are disclosed in the “Non-Equity Incentive Plan Compensation” column of the Summary Compensation Table below.

Discretionary Bonus Payments.   We limit the use of discretionary bonus payment to extraordinary circumstances to rectify inequities or recognize outstanding performance. In 2020,2021, the Company made no discretionary bonus payments to the NEOs.

Long-Term Incentives

Cash Incentive Plan. We maintain a long-term cash incentive plan - the Long-Term Incentive Plan (“Cash LTIP”) - that is focused on ensuring alignment and commitment to achieving long-term financial results for Columbia Bank. Our NEOs participate in the Cash LTIP. Prior to 2019, LTIP awards were granted annually using a three-year performance period. A participant is eligible to earn a target LTIP cash award for a performance period with the amount of such awards based on a percentage of the participant’s base salary. The participant is eligible to earn a percentage of the target award for a performance period based on achievement of one or more performance measures established by the Compensation Committee of the Board for that performance period. Once the Compensation Committee determines achievement of the performance goals for a performance period, two-thirds of the earned amount will be paid in cash within two and a half months following completion of the performance period and one-third of the earned amount will be paid in cash one year later subject to continued employment of the participant during that year. For 2019 and 2020, no new awards were made under the Cash LTIP.

In connection with the implementation of the 2019 Equity Plan, the Compensation Committee determined that one-half of the incentive opportunity under the 2018-2020 Cash LTIP (“2018 Cash LTIP”), would be replaced by equity awards granted to the NEOs in 2019 and that the remaining one-half of the incentive opportunity under the 2018 Cash LTIP would be paid at 50% of target at the end of the performance period. The payments to the NEOs under the 2018 Cash LTIP were as follows:

NEO 

Target Opportunity
as a % of Base
Salary

(%)

 

Target
Opportunity

($)

 2018 Cash LTIP
Paid at 50% of
Target
Opportunity ($)
       
Thomas J. Kemly 45% 342,000 171,000
Dennis Gibney 30% 116,100 58,050
E. Thomas Allen 40% 179,000 89,500
John Klimowich 30% 92,250 46,125
Allyson Schlesinger 30% 69,173 34,587

In addition, in 2020 the NEOs received the final one-third payment due to them for achievement of awards under the Cash LTIP 2017 – 2019 performance period. No further cash payments are due to the NEOs under the 2017 Cash LTIP or the 2018 Cash LTIP. The actual dollar amounts earned by our NEOs in fiscal year 2020 for prior performance periods under the Cash LTIPs are disclosed in the “Non-Equity Incentive Plan Compensation” column of the Summary Compensation Table below.

Incentives

2019 Equity Incentive Plan.   On June 6, 2019, shareholders of the Company approved the 2019 Equity Incentive Plan, which provided for the grant of stock-based awards to officers, employees and non-employee directors of the


Company and its subsidiaries. The Company may grant options, stock appreciations rights, restricted stock, restricted units, unrestricted stock awards, cash based awards, performance awards, and dividend equivalent rights. The total number of shares of the Company'sCompany’s common stock reserved for issuance under the plan are 7,949,996.

Both incentive stock options and non-qualified stock options may be granted under the Equity Incentive Plan, with total shares reserved for options equaling 5,678,569 with 1,969,9412,012,505 shares remaining available for grant as options as of December 31, 2020.2021. The total number of shares reserved for restricted stock or restricted units is 2,271,427, with 835,502850,808 shares remaining available for grant as restricted stock or restricted units as of December 31, 2020. No grants2021.
The following table sets forth the annual equity awards that were madegranted in 2021 to our NEOsNEOs. The stock awards and options granted in 2020.

2021 vest over a three year period at a rate of 33 1/3% per year.

Stock Awards
(Number of Shares)
Grant Date Fair
Value of
Stock Awards ($)(1)
Option Awards
(Number of Options)
Grant Date Fair
Value of
Option Awards ($)(1)
Oliver E. Lewis, Jr.23,516$419,99657,026279,998
(1)
Reflects the aggregate grant date fair value of restricted stock awards granted in 2021 under the 2019 Equity Incentive Plan, calculated in accordance with FASB ASC Topic 718 for stock-based compensation. The amounts were calculated based on the Company’s stock price on the date of grant, which was March 22, 2021.
Retirement Benefits and Deferred Compensation

We maintain broad-based tax-qualified pension, tax-qualified employee stock ownership, and tax-qualified 401(k) plans. Generally, all employees of the Company are eligible to participate in these plans, including the NEOs. However, the pension plan was closed to new participants effective October 1, 2018.

In addition to the tax-qualified plans described above, we provide our NEOs and other highly compensated employees with benefits under a nonqualified retirement and deferred compensation plans, as described below.


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See the narrative accompanying the pension benefit tables and nonqualified deferred compensation tables for details regarding these plans as well as the discussion of such plans below under “Executive Compensation.

Other Benefits

We provide our NEOs with a set of core benefits that are generally available to our other full-time employees (e.g., coverage for medical, dental, vision care, prescription drugs, and basic life insurance and long-term disability coverage), plus voluntary benefits that a NEO may select (e.g., supplemental life insurance).

Employment Agreements with Named Executive Officers

We have entered into employment agreements with each of our NEOs in 2018 in connection with our initial public offering.NEOs. For a detailed description of our employment agreements with our NEOs, please see the section entitled “Summary of Executive Agreements and Potential Payments upon Termination or Change in Control” beginning on page 37.

34.

Additional Compensation Practices and Policies

Clawback Policy

The Company has a policy for the recoupment of incentive compensation (the “Clawback Policy”). Under the Clawback Policy, if we restate our financial statements, or a financial statement or the calculation of a performance goal or metric is materially inaccurate, the Compensation Committee, in its sole discretion, may require recoupment from our executive officers, including our NEOs, of the portion of any annual or long-term cash or equity-based incentive or bonus compensation paid, provided, or awarded to any executive officer that represents the excess over what would have been paid if such event had not occurred.

Stock Ownership Guidelines

The Company’s Share Ownership and Retention Policy that sets forth stock ownership guidelines that are robust and reflect current corporate governance trends. We require our executive officers and non-employee directors to own or acquire shares of Company stock having a fair market value equal to the following amounts:

TitleAmount
President and Chief Executive Officer5x base salary
Senior Executive Vice Presidents3x base salary
Executive Vice Presidents3x base salary
Non-Employee Directors3x annual fees and retainers for service on the Board


Each of these individuals must fulfill their ownership requirement within five years of becoming subject to the Share Ownership and Retention Policy, and individuals are further required to fulfill 25% and 50% of their ownership requirement within two and three years, respectively, of becoming subject to the Share Ownership and Retention Policy. In the event of a participant receiving a raise in his or her base salary or annual retainer, leading to an increase in the ownership requirement, the participant will be provided additional one year from the time of the increase to achieve the required incremental increase in his or her ownership of shares. For purposes of determining ownership, the following shall be taken into account in computing ownership:account: (i) shares owned directly by the individual or his or her immediate family members residing in the same household, or shares held through a trust for the benefit of the individual or the individual’s dependent family members residing in the same household; (ii) shares owned through a qualified employee benefit plan, including the 401(k) Plan, or through the ESOP; (iii) share equivalents held in a non-qualified, deferred compensation arrangements; and (iv) 100% of restricted stock, or restricted stock units, the vesting of which is contingent on time or performance.

Each NEO’s and non-employee director’s stock ownership level is reviewed annually by the Company and the Nominating and Governance Committee. As of December 31, 2020,2021, all current NEOs were in compliance with their respective stock ownership levels.


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Anti-Hedging and Pledging Policies

The Company has a written policy that prohibits our directors and officers from hedging the value of our stock by the purchase and sale of puts, calls, options, or other derivative securities based on Company stock, or other transactions related to the monetization of the value of our stock. In addition, our officers, directors and employees are not allowed to pledge Company stock as collateral or acquire Company stock on margin.

No Tax Gross Ups

Our employment agreements with our NEOs do not provide for tax “gross ups” and instead provide for a “best net benefits” approach in the event that severance benefits under the agreements or otherwise result in “excess parachute payments” under Section 280G of the Internal Revenue Code of 1986, as amended. The best net benefits approach reduces an executive’s payments and benefits to avoid triggering the excise tax if the reduction would result in a greater after-tax amount to the executive officer compared to the amount the executive officer would receive net of the excise tax if no reduction were made.

Perquisites

We annually review the perquisites that we make available to our named executive officers. The primary perquisites for these individuals include automobile allowances and certain club dues. See “Executive Compensation — Summary Compensation Table” for detailed information on the perquisites provided to our NEOs.

Tax and Accounting Considerations

To the greatest extent possible, we structure our compensation programs in a tax-efficient manner. Section 162(m) of the Internal Revenue Code generally does not allow a tax deduction to public companies for compensation in excess of $1 million paid to the CEO or other NEOs and certain former NEOs. Prior to 2018, compensation was specifically exempt from the deduction limit to the extent that it was “performance-based” as previously defined in Section 162(m) of the Internal Revenue Code. For taxable years beginning on and after January 1, 2018, the Tax Cuts and Jobs Act of 2017 generally eliminated the “performance-based” compensation exemption and expanded the $1 million per covered employee annual limitation on tax deductibility to a larger group of named executive officers. In addition, the new2017 tax law also provides that any named executive officer who was a covered employee in taxable years beginning on and after January 1, 2017, will continue to be a covered employee for all subsequent taxable years (even after employment termination). As a result, the Company may not take a tax deduction for any compensation paid to its covered employees in excess of $1 million annually per covered employee with the exception of “performance-based” compensation paid pursuant to a written binding contract that was in effect on November 2, 2017, and that was not modified in any material respect on or after such date.

The Compensation Committee believes that tax deductibility is but one factor to consider in developing an appropriate compensation package for executives. As such, the Compensation Committee reserves and will exercise its discretion


in this area to design a compensation program that serves the long-term interests of the Company but which may not qualify for tax deductibility under Section 162(m) of the Internal Revenue Code.

In addition to Section 162(m) of the Internal Revenue Code, the Compensation Committee considers other tax and accounting provisions in developing the pay programs for the NEOs, including:

·The special rules applicable to fair value-based methods of accounting for stock compensation; and

·The overall income tax rules applicable to various forms of compensation.


The annual rules applicable to fair value-based methods of accounting for stock compensation; and

The overall income tax rules applicable to various forms of compensation.
While the Compensation Committee generally tries to compensate the NEOs in a manner that produces favorable tax and accounting treatment, the main objective is to develop fair and equitable compensation arrangements that appropriately incentivize, reward, and retain the NEOs and aligns our performance goals with shareholder returns.

Share usage requirements and resulting potential shareholder dilution from equity compensation awards is also considered by the Compensation Committee in determining the size of long-term incentive grants.


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Compensation Committee Report

The Compensation Committee has reviewed and discussed this Compensation Discussion and Analysis with management. Based on this review and discussion, the Compensation Committee recommended to the Board that the Compensation Discussion and Analysis be included in this proxy statement.

Submitted by the Compensation Committee:

Noel R. Holland (Chair)

Frank Czerwinski

Elizabeth E. Randall

Lucy Sorrentini

Robert Van Dyk

March 22, 2021

February 1, 2022

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EXECUTIVE COMPENSATION


Summary Compensation Table

The following information is furnished for all individuals serving as the principal executive officer and principal financial officer of the Company for the most recently completed fiscal year and the next three most highly compensated executive officers of the Company whose total compensation for 20202021 exceeded $100,000.

NameYearSalary ($)(1)Bonus ($)(2)Stock Awards ($)(3)Option Awards ($)(4)Non-Equity
Incentive Plan Compensation ($)(5)
Change in
Pension Value
and
Nonqualified
Deferred
Compensation
Earnings ($)(6)
All Other
Compensation ($)(7)
Total ($)
          
Thomas J.         
Kemly President2020825,577890,2361,751,023151,0353,617,871
and Chief2019775,0004,184,9962,790,002849,7352,350,329181,94111,132,003
Executive Officer2018745,000894,85541,6321,681,487
          
Dennis E. Gibney         
Executive Vice2020417,462367,829170,41956,1331,011,843
President2019392,00050,000 1,530,0011,020,000294,386153,62763,9763,503,990
and Chief Financial Officer2018382,000—  — 326,1389,840717,978
          
E. Thomas Allen, Jr.         
Senior Executive Vice2020477,693472,714685,71982,8681,718,994
President and Chief2019450,0001,800,0061,200,000440,107974,48197,2694,961,863
Operating Officer2018445,000440,15525,676910,831
          
          
John Klimowich Executive Vice President and Chief Risk Officer2020 2019363,462 330,000

1,199,999

799,999

272,602
255,760
757,071
869,887
47,683
50,500
1,440,818
3,506,145
          
Allyson Schlesinger Executive Vice President, Head of Consumer Banking2020
2019
379,039
365,000

50,000

990,008

660,000
256,743
162,100
107,402
84,048
57,314
69,884
800,498
2,381,040


NameYear
Salary
($)(1)
Bonus
($)(2)
Stock
Awards
($)(3)
Option
Awards
($)(4)
Non-Equity
Incentive Plan
Compensation
($)(5)
Change in
Pension Value
and Nonqualified
Deferred
Compensation
Earnings
($)(6)
All Other
Compensation
($)(7)
Total
($)(7)
Thomas J. Kemly2021818,900765,160366,79639,2631,990,119
President and Chief Executive Officer2020825,577890,2361,751,023151,0353,617,871
2019775,0004,184,9962,790,002849,7352,350,329181,94111,132,003
Dennis E. Gibney2021412,000334,02956,1079,803811,939
Executive Vice President and Chief Financial Officer2020417,462367,829170,41956,1331,011,843
2019392,00050,0001,530,0011,020,000294,386153,62763,9763,503,990
E. Thomas Allen, Jr.2021472,000441,025175,09719,7801,107,902
Senior Executive Vice President and
Chief Operating Officer
2020477,693472,714685,71982,8681,718,994
2019450,0001,800,0061,200,000440,107974,48197,2694,961,863
John Klimowich2021370,000240,408238,92710,132859,467
Executive Vice President and Chief Risk Officer2020363,462272,602757,07147,6831,440,818
2019330,0001,999,998799,999255,760869,88750,5003,176,145
Allyson Schlesinger2021380,000294,73773,00024,511772,248
Executive Vice President, Head of Consumer Banking2020379,039256,743107,40257,314800,498
2019365,00050,000990,008660,000162,10084,04869,8842,381,040
Oliver E. Lewis, Jr.2021350,000419,996279,998262,71923,7251,336,438
Executive Vice President, Head of Commercial Banking

(1)Reflects salary amounts that include cash compensation earned by each NEO, including any portion of these amounts contributed to the tax-qualified 401(k) plan or the SIM. Due to the timing of payroll in 2020, amounts reflected in this column reflect one additional pay period than in typical years.
(2)The discretionary bonus paid to Mr. Gibney in fiscal year 2019 was in recognition of his outstanding performance with respect to the two mergers that the Company announced in 2019. Ms. Schlesinger was entitled to a sign on bonus of $50,000 in connection with her employment by the Company in 2018, which was paid in fiscal year 2019.
(3)Reflects the aggregate grant date fair value of restricted stock awards granted in 2019 under the 2019 Equity Incentive Plan, calculated in accordance with FASB ASC Topic 718 for stock-based compensation. The amounts were calculated based on the Company’s stock price on the date of grant, which was July 23, 2019 for all named executive officers. For the performance-based portion of the 2019 restricted stock awards, the grant date fair value reflects the number of shares that are expected to vest based on the probable outcome of the performance results (i.e., target level of performance). For further information on the assumptions used to compute fair value, see note 14 to the notes to the consolidated financial statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2020. These amounts reflect the total grant date fair value for these restricted stock awards and do not correspond to the actual value that will be recognized as income by each of the NEOs when received.
(4)Reflects the aggregate grant date fair value of stock options granted in 2019 under the 2019 Equity Incentive Plan, calculated in accordance with FASB ASC Topic 718 for stock-based compensation based upon a fair value of $4.25 for each option using the Black-Scholes option pricing model. For further information on the assumptions used to compute fair value, see note 14 to the notes to the consolidated financial statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2020. The actual value, if any, realized by a named executive officer from any option will depend on the extent to which the market value of the common stock exceeds the exercise price of the option on the date the option is exercised. Accordingly, there is no assurance that the value realized by a named executive officer will be at or near the value estimated above.
(5)Represents non-discretionary, performance-based cash payments earned by each named executive officer during each year presented under the PAIP, which is described above under “Short-Term Incentive,” and the Cash LTIP, which is described above under “Long-Term Incentives”. For 2020, specific amounts were as follows:

  Columbia Bank Performance
Achievement Incentive Plan(a)
  Columbia Bank Long-Term
Incentive Cash Plan(b)
 
Mr. Kemly $600,944  $289,292 
Mr. Gibney   269,492      98,337 
Mr. Allen   320,964    151,750 
Mr. Klimowich   195,527      77,075 
Ms. Schlesinger   222,156      34,587 

(a)Represents performance-based payments earned under the PAIP, which is previously discussed in more detail under the section entitled “Short-Term Incentives” above. The amounts reported for 2020 were based on 2020 performance and were made to all the NEOs on March 5, 2021.
(b)Under the terms of the Columbia Bank Long-Term Incentive Plan (“Cash LTIP”), prior to 2019, awards were granted annually using a three-year performance period, with (i) two-thirds of a participant’s award for each three-year performance period earned at the end of the performance period and (ii) the remaining one-third earned one year later, subject to the participant’s continued employment as of the end of the one year period following the end of the performance period. Accordingly, the amounts shown in this column for each named executive officer set forth (i) one-third of the executive’s award previously earned for the 2017 through 2019 performance period as described under “Long-Term Incentives” above; and (ii) two-thirds of the executive’s award earned for the 2018 through 2020 performance period and for continued employment through 2020. The final payment due to each NEO under the 2017 Cash LTIP included in this column include the following: Mr. Kemly – $118,292, Mr. Gibney - $40,287, Mr. Allen - $62,250, and Mr. Klimowich - $30,950. The amounts were paid to the NEOs on March 5, 2021.
(6)Reflects the actuarial change in pension value in each individual’s accrued benefit under the defined benefit pension plan (and the supplemental plans) from December 31 of the prior year to December 31 of the reported year. Pension values may fluctuate significantly from year to year depending on a number of factors, including age and the assumptions used to determine the present value of a named executive officer’s accumulated benefit, including interest rates. The change in pension value reflects changes in interest rate assumptions, age, service and earnings during 2020. See “—Retirement Benefits” footnote 2 to the pension plan table below for more information.
(7)Details of the amounts disclosed in the “All Other Compensation” column for 2020 are provided in the table below, which reflects the types and dollar amounts of perquisites and other personal benefits provided to the NEOs in 2020. Except as otherwise noted, the actual incremental costs to the Company of providing the perquisites and other personal benefits to the NEOs was used.

  Mr.
Kemly
  Mr.
Gibney
  Mr.
Allen
  Mr.
Klimowich
  Ms.
Schlesinger
 
Company contribution to ESOP and ESOP SERP(a)  $102,376   $46,513   $56,307  $37,807  $33,205 
Company matching contributions to 401(k) plan and SIM(b)  8,550   8,550   8,550  8,550  8,550 
Executive term life insurance premiums(c)  3,377   350   1,452  606   
Car allowances(d)  18,652      15,839    14,839 
Mobile phone allowances(e)  720   720   720  720  720 
Club dues(f)  17,360           

(1)
Reflects salary amounts that include cash compensation earned by each NEO, including any portion of these amounts contributed to the tax-qualified 401(k) plan or the SIM. Due to the timing of payroll in 2020, amounts reflected in the 2020 row reflect one additional pay period than in typical years.
(2)
The discretionary bonus paid to Mr. Gibney in fiscal year 2019 was in recognition of his outstanding performance with respect to the two mergers that the Company announced in 2019. Ms. Schlesinger was entitled to a sign on bonus of $50,000 in connection with her employment by the Company in 2018, which was paid in fiscal year 2019.
(3)
Reflects the aggregate grant date fair value of restricted stock awards granted in 2019 under the 2019 Equity Incentive Plan, calculated in accordance with FASB ASC Topic 718 for stock-based compensation. The amounts were calculated based on the Company’s stock price on the date of grant, which was July 23, 2019 for all named executive officers other than Mr. Lewis. For the performance-based portion of the 2019 restricted stock awards, the grant date fair value reflects the number of shares that are expected to vest based on the probable outcome of the performance results (i.e., target level of performance). With respect to Mr. Lewis, the amounts were calculated based on the Company’s stock price on the date of grant, which was March 22, 2021. These amounts reflect the total grant date fair value for these restricted stock awards and do not correspond to the actual value that will be recognized as income by each of the NEOs when received.
 

(a)Reflects regular ESOP allocations and allocations under the related ESOP SERP for each NEO.
(b)Reflects the cost of matching contributions under our tax-qualified 401(k) plan and SIM.
(c)Reflects the amount of the premiums paid for bank owned life insurance.
(d)Reflects the car allowance of each NEO during 2020 as part of our car allowance program.
(e)Reflects the mobile phone allowance of each NEO during 2020 as part of our mobile phone program.
(f)Reflects the payment of club dues for each NEO under our club membership policy.

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(4)
Reflects the aggregate grant date fair value of stock options granted in 2019 under the 2019 Equity Incentive Plan, calculated in accordance with FASB ASC Topic 718 for stock-based compensation based upon a fair value of $4.25 for each option using the Black-Scholes option pricing model, other than Mr. Lewis. With respect to Mr. Lewis, a fair value of $4.91 was used for each option using the Black-Scholes option pricing model. The actual value, if any, realized by a named executive officer from any option will depend on the extent to which the market value of the common stock exceeds the exercise price of the option on the date the option is exercised. Accordingly, there is no assurance that the value realized by a named executive officer will be at or near the value estimated above.
(5)
For 2021, represents non-discretionary, performance-based cash payments earned by each named executive officer during each year presented under the PAIP, which is described above under “Short-Term Incentives.” For 2021, specific amounts were as follows:
Columbia Bank Performance
Achievement Incentive Plan(a)
Mr. Kemly$765,160
Mr. Gibney334,029
Mr. Allen441,025
Mr. Klimowich240,408
Ms. Schlesinger294,737
Mr. Lewis262,719
(a)
Represents performance-based payments earned under the PAIP, which is previously discussed in more detail under the section entitled “Short-Term Incentives” above. The Company’s 2021 audit report, which will be filed no later than March 1, 2022 with the Company’s Annual Report on Form 10-K, may result in adjustments to the performance measures under the PAIP. The PAIP awards are subject to adjustment if the performance measures change as a result of the audit. The amounts reported for 2021 were based on 2021 performance and will be paid to the NEOs on March 4, 2022.
For 2019 and 2020, in addition to awards made under the PAIP for such years, the sum in this column also represents awards made prior to 2019 under the Columbia Bank Long-Term Incentive Plan (“Cash LTIP”), which plan was terminated in 2019. Prior to termination of the Cash LTIP, Cash LTIP awards were granted annually using a three-year performance period. A participant was eligible to earn a target Cash LTIP award for a performance period with the amount of such awards based on a percentage of the participant’s base salary. The participant was eligible to earn a percentage of the target award for a performance period based on achievement of one or more performance measures established by the Compensation Committee of the Board for that performance period with two-thirds of the earned amount paid in cash within two and a half months following completion of the performance period and one-third of the earned amount paid in cash one year later subject to continued employment of the participant during that year. Under the Cash LTIP, awards were granted annually using a three-year performance period, with (i) two-thirds of a participant’s award for each three-year performance period earned at the end of the performance period and (ii) the remaining one-third earned one year later, subject to the participant’s continued employment as of the end of the one year period following the end of the performance period.
(6)
Reflects the actuarial change in pension value in each individual’s accrued benefit under the defined benefit pension plan (and the supplemental plans) from December 31 of the prior year to December 31 of the reported year. Pension values may fluctuate significantly from year to year depending on a number of factors, including age and the assumptions used to determine the present value of a named executive officer’s accumulated benefit, including interest rates. The change in pension value reflects changes in interest rate assumptions, age, service and earnings during 2021. See “— Retirement Benefits” footnote 2 to the pension plan table below for more information.
(7)
Details of the amounts disclosed in the “All Other Compensation” column for 2021 are provided in the table below, which reflects the types and dollar amounts of perquisites and other personal benefits

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provided to the NEOs in 2021. Except as otherwise noted, the actual incremental costs to the Company of providing the perquisites and other personal benefits to the NEOs was used.
Mr. KemlyMr. GibneyMr. AllenMr. KlimowichMs. SchlesingerMr. Lewis
Company contribution to ESOP
and ESOP SERP(a)
Company matching contributions
to 401(k) plan and SIM(b)
8,7008,7008,7008,7008,70011,263
Executive term life insurance
premiums(c)
3,3333831,669712
Car allowances(d)8,4418,69115,09111,742
Mobile phone allowances(e)720720720720720720
Club dues(f)18,069
(a)
Information regarding regular ESOP allocations and allocations under the related ESOP SERP for each NEO will not be available from our third party service provider until after the date of this proxy statement and is therefore not included in the calculation of “All Other Compensation” in the Summary Compensation Table. The Company anticipates that this information will be available in early March 2022 and the Company will prepare and file a Current Report on Form 8-K disclosing the ESOP and ESOP SERP allocations for each NEO promptly following receipt of such information.
(b)
Reflects the cost of matching contributions under our tax-qualified 401(k) plan and SIM.
(c)
Reflects the amount of imputed income for bank owned life insurance.
(d)
Reflects the car allowance of each NEO during 2021 as part of our car allowance program.
(e)
Reflects the mobile phone allowance of each NEO during 2021 as part of our mobile phone program.
(f)
Reflects the payment of club dues for each NEO under our club membership policy.
Grants of Plan Based Awards
The following table summarizes grants made in 2021 to Mr. Lewis under the 2019 Equity Incentive Plan. No other NEO received any grants under the 2019 Equity Incentive Plan during 2021. The material terms of the Company’s annual and long-term incentive programs are described in the Compensation Discussion and Analysis beginning on page 12 of this Proxy Statement.
Name
Grant
Date
Estimated Future
Payments Under
Non-Equity Incentive
Plan Awards
Estimated Future
Payouts Under
Equity Incentive
Plan Awards
All Other
Stock
Awards:
Number of
Shares of
Stock
(#)(1)(3)
All Other
Option
Awards;
Number of
Securities
Underlying
Options
Exercise
or Base
Price of
Option
Awards ($/Sh)
Grant
Date Fair
Value of
Stock
and
Options
Awards
($)(2)(3)
Threshold
($)
Target
($)
Maximum
($)
Threshold
(#)
Target
(#)
Maximum
(#)
Oliver E. Lewis, Jr.03/22/202123,516419,996
03/22/202157,026$17.86279,998
(1)
The information in this column represents time-vested restricted stock awards granted in 2021 under the 2019 Equity Incentive Plan. The stock awards vest in three approximately equal installments commencing on March 22, 2022.
(2)
The information in this column represents time-vested stock option awards granted in 2021 under the 2019 Equity Incentive Plan. The stock options vest in three approximately equal annual installments commencing on March 22, 2022.
(3)
The amounts reported are the aggregate grant date fair value of the awards computed in accordance with

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the FASB ASC Topic 718 for share-based payments. The grant date fair value of all restricted stock awards is equal to the number of awards multiplied by $17.86, the closing price for the Company’s common stock on the date of grant. The grant date fair value for stock option awards is equal to the number of options multiplied by a fair value of  $4.91, which was computed using the Black-Scholes option pricing model.
Outstanding Equity Awards at 20202021 Fiscal Year End

The following table shows information regarding all unvested equity awards held by our NEOs on December 31, 2020. No2021. With the exception of Mr. Lewis, who became an NEO in January 2021, no equity awards were made to the NEOs in 2020.2021. These awards are subject to forfeiture until vested, and the ultimate value of performance-based awards is unknown. The material terms and conditions of the equity awards reported in this table are described in the “Long-Term Incentives” section of the Compensation Discussion and Analysis beginning on page 1612 of this Proxy Statement. No equity award granted to a NEO has been transferred to any other person, trust or entity.

  Option Awards  Stock Awards
Name Grant
Date
    Number of Securities Underlying Unexercised Stock Options Exercisable (1)     Number of Securities Underlying Unexercised Options Unexercisable (1)  Option Exercise
Price
   Option Expiration Date   Number of Shares of Restricted Stock Not Vested (2)   Market Value of Shares or Units of Restricted Stock Not Vested (3)   Number of Performance Shares Not Vested (4)   Market Value of Unvested Performance Shares (5) 
Thomas J. Kemly 07/23/2019    131,294   525,177    $15.60   07/23/2029           —   $         —           —    $        — 
  07/23/2019            —           —          —      107,308   1,669,712   134,135   2,087,141 
                                  
Dennis E. Gibney 07/23/2019      48,000   192,000    $15.60   07/23/2029           —               —           —                — 
  07/23/2019            —           —          —         39,232       610,450    49,038       763,031 
                                  
E. Thomas Allen, Jr. 07/23/2019      56,470   225,883    $15.60   07/23/2029           —               —                   — 
  07/23/2019            —           —          —         46,155       718,172    57,692       897,688 
                                  
John Klimowich 07/23/2019       37,647   150,588    $15.60   07/23/2029           —               —          —               — 
  07/23/2019            —           —          —         30,769       478,766   38,462       598,469 
                                  
Allyson Schlesinger 07/23/2019      31,059   124,235    $15.60   07/23/2029           —               —          —              — 
  07/23/2019            —           —          —         25,385       394,991     31,731       493,734 

(1)Represents stock options granted pursuant to the 2019 Equity Incentive Plan that vest in five approximately equal annual installments commencing on July 23, 2020.
(2)Represents stock awards granted pursuant to the 2019 Equity Incentive Plan that vest 20% per year based on continued employment through the fifth anniversary of the grant date (subject to certain exceptions).
(3)Based on the Company’s closing stock price of $15.56 on December 31, 2020.
(4)Represents the target number of stock awards granted pursuant to the 2019 Equity Incentive Plan that vest upon achievement of certain specified performance-based vesting criteria over a three-year performance period and continued employment during such performance period (subject to certain exceptions).
(5)Based on the Company’s closing stock price of $15.56 on December 31, 2020.

Option AwardsStock Awards
Name
Grant
Date
Number of
Securities
Underlying
Unexercised
Stock
Options
Exercisable(1)
Number of
Securities
Underlying
Unexercised
Options
Unexercisable(1)(4)
Option
Exercise
Price
Option
Expiration
Date
Number of
Shares of
Restricted
Stock
Not
Vested(2)(4)
Market
Value of
Shares or
Units of
Restricted
Stock Not
Vested(3)
Number
of
Unearned
Performance
Shares
Market
Value
of Unearned
Performance
Shares
Thomas J. Kemly07/23/2019262,588393,883$15.6007/23/2029$$
07/23/2019214,6164,476,890
Dennis E. Gibney07/23/201996,000144,000$15.6007/23/2029
07/23/201978,4621,636,718
E. Thomas Allen, Jr.07/23/2019112,941169,412$15.6007/23/2029
07/23/201992,3081,925,545
John Klimowich07/23/201975,294112,941$15.6007/23/2029
07/23/201961,5391,283,703
Allyson Schlesinger07/23/201962,11793,177$15.6007/23/2029
07/23/201950,7701,059,063
Oliver E. Lewis, Jr.12/16/20197,05810,589$17.0007/23/2029
12/16/20195,718119,278
03/22/202157,026$17.8603/22/2031
03/22/202123,516490,544
(1)
Represents stock options granted pursuant to the 2019 Equity Incentive Plan that vest in five approximately equal annual installments commencing on July 23, 2020.
(2)
Represents stock awards granted pursuant to the 2019 Equity Incentive Plan that vest 20% per year based on continued employment through the fifth anniversary of the grant date (subject to certain exceptions) and performance-based stock awards granted in 2019 for which the performance metrics have been met at target as of December 31, 2021 but such shares remain subject to continued employment through the third anniversary of the grant date (subject to certain exceptions).
(3)
Based on the Company’s closing stock price of $20.86 on December 31, 2021.
(4)
Represents stock options and restricted stock awards granted to Mr. Lewis in 2021 pursuant to the 2019 Equity Incentive Plan that vest in three approximately equal annual installments commencing on March 22, 2022.

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Option Exercises and Stock Vested

The following table shows the value realized upon the vesting of restricted stock awards in 2020.

   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 (1) ($)
 
Thomas J. Kemly        26,826   353,567  
Dennis E. Gibney          9,807   129,256  
E. Thomas Allen        11,538   152,071  
John Klimowich          7,692   101,381  
Allyson Schlesinger          6,346     83,640  

(1)The amounts reported in this column are determined by multiplying the number of shares that vested by the per share closing price of Company common stock on the vesting date.

2021.
Option AwardsStock Awards
Name
Number of Shares
Acquired
on Exercise (#)
Value
Realized
on Exercise ($)
Number of
Shares
Acquired
on Vesting (#)
Value
Realized
on Vesting(1) ($)
Thomas J. Kemly26,827$471,350
Dennis E. Gibney9,808172,327
E. Thomas Allen11,539202,740
John Klimowich7,692135,148
Allyson Schlesinger6,346111,499
Oliver E. Lewis, Jr.71512,563
(1)

The amounts reported in this column are determined by multiplying the number of shares that vested by the per share closing price of Company common stock on the vesting date.
Pension Benefits

Tax-Qualified Pension Plan.The Columbia Bank Retirement Plan (“Pension Plan”) is a tax-qualified defined benefit pension plan that covers approximately 994930 eligible current employees, former employees and retirees of the Company. All of the named executive officersNEOs participate in the Pension Plan. If a participant elects to retire upon the attainment of age 65, and the participant was hired prior to July 1, 2005, the plan provides that the participant’s normal retirement benefit will equal 2% of his or her average annual compensation for each plan year and month of service, up to a maximum of 45 years. If a participant elects to retire upon attainment of age 65, and the participant was hired on or after July 1, 2005, the plan provides that the participant’s normal retirement benefit will equal 1.8% of his or her average annual highest compensation over five consecutive years for each plan year and month of service, up to a maximum of 45 years. Participants who have attained age 55 and have completed 10 years of service may retire early. If the participant was hired prior to July 1, 2005, his or her benefit will be reduced by 0.25% for each year of early commencement between age 55 and 65; if the participant was hired on or after July 1, 2005, his or her benefit will be reduced by 1/15th15th for each year of early commencement between age 60 and 65 and an additional 1/30th30th for each year of early commencement between age 55 and 60. Participants become fully vested in their accrued plan benefit after five years of service. Under the plan, “average annual compensation” is defined as the average of a participant’s compensation for the period of five consecutive years during which his or her compensation was the highest. The Pension Plan was closed to new participants effective October 1, 2018. The Pension Plan was overfunded at December 31, 2020,2021, with assets representing 132%158.5% of our benefit obligation at that date.

Retirement Income Maintenance Plan.   The Columbia Bank Retirement Income Maintenance Plan (“RIM”) is a nonqualified and unfunded defined benefit retirement plan that provides supplemental retirement benefits to certain highly compensated employees of the Company and its subsidiaries whose benefits under the Pension Plan are limited due to the restrictions of Section 415 and/or Section 401(a)(17) of the Internal Revenue Code. All of the NEOs who participate in the Pension Plan also participate in the RIM. A participant’s benefit under the RIM is equal to the excess of (i) the benefit that would be payable to the participant in accordance with the terms of the tax-qualified pension plan disregarding the limitations imposed by Section 415 and Section 401(a)(17) of the Internal Revenue Code, less (ii) the benefit actually payable to the participant under the Pension Plan after taking such limitations into account. A participant becomes vested in his or her RIM benefits upon satisfying the requirements for early retirement (attaining age 55 while employed and completing 10 years of service) or normal retirement (attaining age 65 while employed and completing 5 years of service). A participant’s vested RIM benefit will be paid at the time and in the form elected by the participant; the default time and form of payment is a life annuity with a minimum of 120 monthly payments commencing on the first day of the month following the month in which the participant separates from service, provided that if the participant is a “specified employee” for purposes of Section 409A of the Internal Revenue

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Code on the date of the participant’s separation from service, payment will be delayed for six months following the participant’s separation from service.

Pension Benefits Table.   The following table shows the actuarial present value of the accumulated benefit under our tax-qualified pension plan and the RIM, along with the number of years of credited service under the respective plans, for each of our named executive officers.

NamePlan Name
Number of Years
of
Credited Service
Present Value of
Accumulated Benefit(1)
Thomas J. KemlyColumbia Bank Retirement Plan40.674,327,332
Columbia Bank Retirement
Income Maintenance Plan
40.677,725,765
Dennis E. GibneyColumbia Bank Retirement Plan7.50406,744
Columbia Bank Retirement
Income Maintenance Plan
7.50168,932
E. Thomas Allen, Jr.Columbia Bank Retirement Plan27.252,971,349
Columbia Bank Retirement
Income Maintenance Plan
27.251,877,664
John KlimowichColumbia Bank Retirement Plan36.173,280,266
Columbia Bank Retirement
Income Maintenance Plan
36.17511,867
Allyson SchlesingerColumbia Bank Retirement Plan3.25212,059
Columbia Bank Retirement
Income Maintenance Plan
3.2556,721
Oliver E. Lewis, Jr.Columbia Bank Retirement Plan
Columbia Bank Retirement
Income Maintenance Plan
(1)
Name Plan Name Number of Years
of
Credited Service
  Present Value of
Accumulated
Benefit(1)
 
Thomas J. Kemly Columbia Bank Retirement Plan  39.67  $4,243,031 
  Columbia Bank Retirement
Income Maintenance Plan
  39.67   7,348,883 
           
Dennis E. Gibney Columbia Bank Retirement Plan    6.50     368,638 
  Columbia Bank Retirement
Income Maintenance Plan
   6.50     146,786 
           
E. Thomas Allen, Jr. Columbia Bank Retirement Plan  26.25   2,871,991 
  Columbia Bank Retirement
Income Maintenance Plan
  26.25   1,764,970 
           
John Klimowich Columbia Bank Retirement Plan  35.17   3,225,100 
  Columbia Bank Retirement
Income Maintenance Plan
  35.17      296,207 
           
Allyson Schlesinger Columbia Bank Retirement Plan   2.25      156,749 
  Columbia Bank Retirement
Income Maintenance Plan
   2.25        39,031 

The Company provides its actuaries with certain rate assumptions used in measuring its benefit obligations under the Pension Plan. The most significant of these is the discount rate used to calculate the period-end present value of the benefit obligations, and the expense to be included in the following year’s financial statements. The discount rate assumption for 2021 was determined based on a cash flow-yield curve model specific to the Company’s Pension Plan. The Pension Plan was overfunded at December 31, 2021, with assets representing 158.5% of our benefit obligation at that date.

(1)For a description of the valuation methods and assumptions used to calculate plan benefits, see note 14 to the notes to the consolidated financial statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2020. The Pension Plan was overfunded at December 31, 2020, with assets representing 132% of our benefit obligation at that date.

Pay Ratio

The Company is required by SEC rules to disclose the median of the annual total compensation of all employees of the Company (excluding the Chief Executive Officer), the annual total compensation of the Chief Executive Officer, and the ratio of these two amounts (the “pay ratio”). The pay ratio below is a reasonable estimate based on the Company’s payroll records and the methodology described below, and was calculated in a manner consistent with SEC rules. Because SEC rules for identifying the median employee and calculating the pay ratio allow companies to use variety of methodologies, the pay ratio reported by other companies may not be comparable to the pay ratio reported below, as other companies may have different employment and compensation practices and may use different methodologies, exclusions, estimates and assumptions in calculating their own pay ratios.

The

For purposes of calculating the 2021 pay ratio, the Company selected December 31, 20202021 as the determination date for identifying the median employee. Year-to-date taxable wages paid from January 1, 20202021 to December 31, 20202021 for all employees as of the determination date, with the exception of Mr. Kemly, were arrayed from lowest to highest. Wages of newly hired permanent employees were adjusted to represent wages for the entire measurement period. This period captured all incentive payments for the tax year as well as the vesting of equity awards, as applicable. The median employee was identified, and total compensation for the

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median employee was calculated in the manner required for the Summary Compensation Table. Mr. Kemly’s total compensation for 2020,2021, as disclosed in the Summary Compensation Table, was $3,617,871$1,990,119 and the median employee’s was $77,094$117,690 producing a ratio of 4717 to 1.

Nonqualified Deferred Compensation

Supplemental Executive Retirement Plan.   The Columbia Bank ESOP Supplemental Executive Retirement Plan (“ESOP SERP”) is a nonqualified and unfunded defined contribution retirement plan that provides supplemental retirement benefits related to its tax-qualified employee stock ownership plan. The ESOP SERP provides benefits to eligible officers of the Company and its subsidiaries designated by the Board that cannot be provided under the tax-qualified employee stock ownership plan but for the eligibility requirements of the plans or limitations imposed by the Internal Revenue Code. All NEOs are eligible to participate in the ESOP SERP. A NEO becomes vested in these benefits in 25% increments after completing two, three, four and five years of service with the Company. In addition


to providing benefits that would otherwise be lost as a result of eligibility requirements or the Internal Revenue Code limitations on tax-qualified plans, the ESOP SERP also provides a supplemental benefit upon a change of control prior to the scheduled repayment of the tax-qualified employee stock ownership plan loan. Under the terms of the ESOP SERP, each NEO is eligible to receive a cash payment in the event of a change in control equal to the dollar value of the stock benefit the NEO would have received under the tax-qualified employee stock ownership plan and ESOP SERP had the executives remained employed throughout the term of the loan, less the shares of common stock allocated under the tax-qualified employee stock ownership plan and ESOP SERP on the NEO’s behalf. The supplemental change in control benefits under the ESOP SERP are nonforfeitable and distributable upon termination of employment for any reason.

Non-Qualified Savings Income Maintenance Plan.   The Columbia Bank Savings Income Maintenance Plan (the “SIM”) is a non-qualified and unfunded defined contribution retirement plan for the benefit of certain highly compensated employees of the Company and its subsidiaries. All NEOs are eligible to participate in the SIM. Under the SIM, a participant may defer between 3% and 13% of the participant’s compensation above the salary limit imposed by Section 401(a)(17), reduced by the amount of Federal Insurance Contribution Act taxes that the participant must pay in a plan year with respect to such compensation. In addition, the Company may make matching contributions equal to a portion of a participant’s compensation deferred under the SIM. For 2019,2021, Columbia Bank made matching contributions in an amount equal to 100% of up to the first 3% of a participant’s compensation in excess of $280,000$295,000 that the participant deferred under the SIM.SIM including all of the NEOs other than Mr. Lewis, whose match was based on 4.5% of his compensation. Participants earn a return on their notional account balances based on investment in phantom investment funds (similar to those available under the 401(k) Plan) selected by participants. The SIM does not guarantee a rate of return and none of the investment funds provide above market earnings. Participants are immediately 100% vested in their account balances attributable to compensation deferral contributions. Participants generally become vested in their account balances attributable to matching contributions in installments – 25% after two years of service, 50% after three years of service, 75% after four years of service and 100% after five years of service – and become 100% vested upon death. A participant’s vested account balance will be distributed to the participant in a single lump sum upon the earlier of the participant’s separation from service or a change in control of Columbia Bank. If distribution is triggered by separation from service, it will be made on the first day of the month next following the two-month anniversary of the participant’s separation from service, provided that if the participant is a “specified employee” for purposes of Section 409A of the Internal Revenue Code on the date of the participant’s separation from service, payment will be delayed for six months following the participant’s separation from service. If distribution is triggered by a change in control, it will be made on the first day of the month next following the change in control.

Stock-Based Deferral Plan.   In connection with the public offering of Columbia Financial common stock in 2018, participants in the SIM and the Columbia Bank Director Deferred Compensation Plan were provided with the opportunity to direct the investment of portions of their account balances under those plans into phantom shares of Columbia Financial common stock by way of a transfer of these amounts to the new Columbia Bank Stock-Based Deferral Plan. Beginning with 2019, the Compensation CommitteeThe Plan Administrator may, in its discretion, specify an annual window period during which participants may direct the investment of portions of their SIM and the Columbia Bank Director Deferred Compensation Plan account balances into phantom shares of Columbia Financial common stock by way of a transfer of these amounts to the Columbia Bank Stock-Based Deferral

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Plan. This plan in effect is an additional phantom investment alternative available with respect to the SIM and the Columbia Bank Director Deferred Compensation Plan. As a result, data for this plan is not included in the table below.

Nonqualified Deferred Compensation Table.   The following table discloseddiscloses contributions made under the SIM and the ESOP SERP for each named executive officer in 2020,2021, along with the earnings and balances on each executive’s account as of December 31, 2020.

2021.
NamePlan
Executive
Contributions
in Last Fiscal
Year
Company
Contributions
in Last Fiscal
Year(1)
Aggregate
Earnings in
Last Fiscal
Year(2)
Aggregate
Balance at
Last Fiscal
Year End(3)
Thomas J. KemlyColumbia Bank Savings Income Maintenance Plan95,0992,0861,436,130
ESOP Supplemental Executive Retirement Plan346,208
Dennis E. GibneyColumbia Bank Savings Income Maintenance Plan26,969242,787
ESOP Supplemental Executive Retirement Plan112,225
E. Thomas Allen, Jr.Columbia Bank Savings Income Maintenance Plan56,473154,653
ESOP Supplemental Executive Retirement Plan152,407
John KlimowichColumbia Bank Savings Income Maintenance Plan14,10468,676
ESOP Supplemental Executive Retirement Plan69,683
Allyson SchlesingerColumbia Bank Savings Income Maintenance Plan22,91335,818
ESOP Supplemental Executive Retirement Plan47,618
Oliver E. Lewis, Jr.Columbia Bank Savings Income Maintenance Plan15,997
ESOP Supplemental Executive Retirement Plan
(1)

NamePlanExecutive
Contributions
in Last Fiscal
Year
Company
Contributions
in Last Fiscal
Year
Aggregate
Earnings in
Last Fiscal
Year (1)

Aggregate
Balance at
Last Fiscal
Year End(2)

Thomas J. KemlyColumbia Bank Savings Income Maintenance Plan $99,573 $   2,129 $1,032,759
 ESOP Supplemental Executive Retirement Plan        —    84,972      173,283
      
Dennis E. GibneyColumbia Bank Savings Income Maintenance Plan  23,987          —      188,875
 ESOP Supplemental Executive Retirement Plan        —    29,109        54,612
      
E. Thomas Allen, Jr.Columbia Bank Savings Income Maintenance Plan  18,172          —        77,118
 ESOP Supplemental Executive Retirement Plan        —    38,903        74,783
      
John KlimowichColumbia Bank Savings Income Maintenance Plan   11,741          —        38,629
 ESOP Supplemental Executive Retirement Plan        —    20,403        31,583
      
Allyson SchlesingerColumbia Bank Savings Income Maintenance Plan    5,348          —          5,893
 ESOP Supplemental Executive Retirement Plan        —    15,801        19,723

Represents the Company’s contribution to each NEO’s SIM and ESOP Supplemental Executive Retirement Plan (“ESOP SERP”) account in respect of each NEOs 2021 compensation even though such amounts were not credited until 2022 (which amounts are included in the 2021 “All Other Compensation” column of the Summary Compensation Table). The ESOP SERP data for 2021 is not available from our third party service provider as of the date of this proxy statement. As noted in footnote 7 to the Summary Compensation Table, the Company will prepare and file a Current Report on Form 8-K disclosing the ESOP and ESOP SERP allocations with respect to the NEOs promptly after receipt of such information.
(2)

(1)The Company does not provide above-market or preferential rates and, as a result, the notional earnings are not included in the 2020 Summary Compensation Table.
(2)None of the amounts reported in this column are reflected in the 2020 Summary Compensation Table. Deferral balances of NEOs under the SIM were notionally invested among a variety of mutual fund alternatives and our common stock, and deferral balances under the ESOP SERP were notionally invested in shares of our common stock.

The Company does not provide above-market or preferential rates and, as a result, the notional earnings are not included in the 2021 Summary Compensation Table.
(3)
Represents the aggregate year-end balances of each NEO under the SIM and the ESOP SERP as of the end of 2021 plus Company contributions in respect of 2021 compensation that were not credited until 2022. The amount of the Company’s contribution to the NEO’s ESOP SERP for 2021 is not included in the total amount reported in this column as it is not available as of the date of this proxy statement. See footnote 1 above with respect to the ESOP SERP. Deferral balances of NEOs under the SIM were notionally invested among a variety of mutual fund alternatives and our common stock, and deferral balances under the ESOP SERP were notionally invested in shares of our common stock.
Summary of Executive Employment Agreements and Potential Payments Upon Termination or Change in Control

We have entered into two-year employment agreements with Messrs. Kemly, Gibney, Allen, and Klimowich, Lewis and Ms. Schlesinger. Each employment agreement provides for a two-year term. The Board may extend the terms of the employment agreements with the NEOs annually for another twelve month period, unless the NEO gives notice of non-renewal at least sixty days prior to such extension. The Compensation Committee annually reviews the NEO’s base salaries. In addition to base salary, the agreements provide that the NEOs shall be eligible to participate in the short-term and long-term incentive compensation plans of Columbia Bank. Each NEO shall also be entitled to continue participation in any fringe benefit arrangements in which he or she was participating on the effective date of the employment agreement. In addition, the agreements provide for reimbursement of reasonable travel and other business expenses incurred in connection with the performance of the NEO’s duties.


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If a NEO’s employment is terminated by Columbia Financial or Columbia Bank during the term of the agreement, without cause, including a resignation for good reason (as defined in the agreement), but excluding termination for cause or due to death, disability, retirement, the executive would be entitled to a payment equal to a multiple (three times for Mr. Kemly and two times for Messrs. Gibney, Allen, and Klimowich and one times for Ms. Schlesinger)Schlesinger and Mr. Lewis) of the sum of: (i) his or her annual base salary plus (ii) his or her target annual bonus in effect on the termination date. The severance payment shall be paid to the NEO as salary continuation in substantially equal installments over the thirty-six, twenty-four or twelve month period, respectively, in accordance with Columbia Bank’s customary payroll practices, subject to the receipt of a signed release of claims from the NEO within the time frame set forth in the agreement. Assuming the NEO elects continued medical, vision and dental coverage under COBRA, Columbia Bank will reimburse the executive the amount equal to the monthly COBRA premium paid by the NEO for such coverage less the active employee premium for such coverage for a period of 36 months, in the case of Mr. Kemly, and


24 months, in the case of Messrs. Gibney, Allen, and Klimowich and 12 months in the case of Ms. Schlesinger and Mr. Lewis or such lesser period as may be required under COBRA.

If executive NEO’s employment is terminated during the term of the agreement by Columbia Financial or Columbia Bank without cause, including a resignation for good reason (as defined in the agreements), within 24 months after a change in control (as also defined in the agreements), the NEO would be entitled to a payment equal to a multiple of three times (two times in the case of Ms. Schlesinger)Schlesinger and Mr. Lewis) of the sum of: (i) his or her annual base salary (or his base salary in effect immediately before the change in control, if higher) plus (ii) his or her annual target bonus (or his target bonus in effect immediately before the change in control, if higher). The severance payment shall be paid to the NEO within sixty days of the termination date in a single lump sum payment. The payment shall also include a sum equal to his or her prior year bonus in a lump sum on the date on which the annual bonus would have been paid to NEO but for NEO’s termination of employment. In addition, each NEO shall receive a lump sum payment equal to the cost of providing continued life, medical, vision and dental coverage for 36 months following termination less the active employee charge for such coverage in effect on the termination date.

For purposes of the NEO’s ability to resign and receive a payment under the agreement, “good reason” would include the occurrence of any of the following events: (i) a material reduction in the NEO’s base salary or target bonus under the cash incentive plans, if applicable, except for reductions proportionate with similar reductions to all other members of the executive leadership team; (ii) a material adverse change in NEO’s position that results in a demotion in the NEO’s status within Columbia Financial or Columbia Bank; (iii) a change in the primary location at which the NEO is required to perform the duties of his employment with Columbia Financial and Columbia Bank to a location that is more than thirty (30) miles from the location of the Bank’s headquarters as of the date of the agreement; or (iv) a material breach by Columbia Financial or Columbia Bank of any written agreement between the NEO, on the one hand, and any of Columbia Financial and Columbia Bank or any other affiliate of Columbia Financial, on the other hand, unless arising from the NEO’s inability to materially perform his or her duties under the agreement.

Section 280G of the Internal Revenue Code provides that severance payments that equal or exceed three times an individual’s base amount are deemed to be “excess parachute payments” if they are contingent upon a change in control. An individual’s base amount is generally equal to an average of the individual’s taxable compensation for the five taxable years preceding the year a change in control occurs. The employment agreements with our NEOs provide for a “best net benefits” approach in the event that severance benefits under the agreements or otherwise result in “excess parachute payments” under Section 280G. The best net benefits approach reduces a NEO’s payments and benefits to avoid triggering the excise tax if the reduction would result in a greater after-tax amount to the NEO compared to the amount the NEO would receive net of the excise tax if no reduction were made.

Under the employment agreements, if executive NEO’s employment terminates as a result of disability, the employment agreement will terminate and the NEO will receive an amount equal to one timestime the sum of his or her base salary and target bonus in effect on the termination date less the amount expected to be paid to the NEO under the Columbia Bank long term disability plan, payable as salary continuation in substantially equal installments over a twelve-month period. For these purposes, disability will occur on the date on which the insurer or administrator of the Bank’s long-term disability insurance determines that the NEO is eligible to commence benefits under such insurance. If the NEO dies while employed, (i) the NEO will remain entitled

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to life insurance benefits pursuant to Columbia Bank’s plans, programs, arrangements and practices in this regard and (ii) Columbia Bank will pay to his or her designated beneficiary an amount equal to one timestime the sum of the NEO’s base salary and target bonus in effect on the termination date.

Under the 2019 Equity Incentive Plan and the award agreements for the equity awards made to the NEOs, in the event of a change in control (as defined in the plan) and the involuntary separation of the NEO from service with the Company and its affiliates without cause within 12 months of the change in control and prior to the last vesting date for such awards, if such awards are not assumed by the surviving entity in the change in control, all such awards that are unvested at the time of the change in control will become immediately vested upon the effective date of the change in control.

As disclosed under “Nonqualified Deferred Compensation” at page 3533 above, under the terms of the ESOP SERP, aan NEO will receive an additional cash payment in the event of a change in control equal to the benefit the NEO would have received under the ESOP and the ESOP SERP had the NEO remained employed throughout the term of the ESOP loan, less the benefits actually provided under the ESOP and ESOP SERP on the NEO’s behalf.


The supplemental change in control benefits credited to NEO accounts under the ESOP SERP are nonforfeitable and will be distributed upon termination of employment for any reason. Payments under the ESOP SERP are not categorized as parachute payments and, therefore, do not count towards a participating executive’s limitation under Section 280G of the Internal Revenue Code.

Each NEO’s account balance under the SIM will become fully vested upon the NEO’s death. RIM benefits are described in more detail under “Nonqualified Deferred Compensation” at page 35 above,

33 above.

Messrs. Kemly, Allen and Klimowich are vested in their RIM benefits and they have each elected to receive payment of their accrued benefits under the RIM upon a change in control (as defined in the RIM). RIM benefits are described in more detail under “Pension Benefits” at page 3431 above.

Tabular Information Regarding Potential Payments to Executives Upon Termination or a Change in Control

The following table summarizes the estimated payments to which the named executive officers were entitled upon termination as of December 31, 2020.2021. Benefits payable under the Retirement Plan, the RIM, the 401(k) Plan and vested balances under non-qualified, deferred compensation plans are not included. For additional information on the benefits payable to our named executive officers upon termination or a change in control, see “—Employment Agreements with Named Executive Officers.”

 

Thomas J.

Kemly

Dennis E.

Gibney

E. Thomas

Allen, Jr.

John

Klimowich

Allyson

Schlesinger

Death:     
Employment Agreements(1)$1,320,018$  647,059$  740,416$  527,800$  550,420
Executive Life Insurance   1,325,000     603,000     690,000    525,000     547,500

Performance Achievement

   Incentive Plan(2)

     600,944     269,492     320,964     195,527     222,156
Cash LTIP(3)     289,292       98,337     151,750       77,075       34,327
Equity Awards(4)   1,669,712     610,434     718,156     478,766     394,991
Total$5,204,966$2,228,322$2,621,286$1,804,168$1,749,394
      
Disability:     
Employment Agreements(5)$1,320,018$  647,059$  740,416 $  527,800$  550,420

Performance Achievement

   Incentive Plan(2)

     600,944     269,492     320,964     195,527     222,156
Cash LTIP(3)     289,292       98,337     151,750       77,075       34,327
Equity Awards(4)   1,669,712     610,434     718,156     478,766     394,991
Total$3,879,966$1,625,322$1,931,286$1,279,168$1,201,894
      
Retirement:     
Employment Agreements$           —$           —$           —$           —$            —

Performance Achievement

   Incentive Plan(2)

     600,944     269,492     320,964     195,527     222,156
Cash LTIP(3)     289,292        98,337     151,750       77,075       34,327
Equity Awards               —              —             —              —              —
Total   $890,236   $367,829   $472,714    $272,602$  256,483
      
Involuntary Termination by Company without Cause or Resignation by Executive for Good Reason Prior to Change in Control:     
Employment Agreements(6)$4,627,274$1,629,886$1,847,424$1,317,403$  772,576
Cash LTIP             —               —               —              —              —
Equity Awards             —               —               —              —              —
Total$4,627,274$1,629,886$1,847,424$1,317,403$  772,576

 

     


 

Thomas J.

Kemly

Dennis E.

Gibney

E. Thomas

Allen, Jr.

John

Klimowich

Allyson

Schlesinger

      

Involuntary Termination by Company without Cause or Resignation by Executive for Good Reason Upon or After Change in Control:

     
Employment Agreements(7)   $4,693,550$2,343,221$2,633,468$1,911,479$1,322,996
Cash LTIP               —             —             —               —               —
Equity Awards(8)(11)     3,756,8381,373,466  1,615,844   1,077,219     888,709
ESOP SERP(9)     1,649,495     660,455     830,453     480,669     335,335

Potential Forfeiture (Best Net

   After Tax)(10)

               —             —              —               —  (524,374)
Total$10,099,882$4,377,141$5,079,765$3,469,367$2,022,667

Thomas J.
Kemly
Dennis E.
Gibney
E. Thomas
Allen, Jr.
John
Klimowich
Allyson
Schlesinger
Oliver E.
Lewis, Jr.
Death:
Employment Agreements(1)$1,431,028$696,280$824,820$582,750$598,500$551,250
Executive Life Insurance$1,228,500$618,000$708,500$555,500$$
Performance Achievement Incentive Plan(2)
$765,160$334,029$441,025$240,408$294,737$262,719
Equity Awards(3)$2,024,163$740,025$870,611$580,421$478,862$382,372
Total$5,448,851$2,388,334$2,844,956$1,959,079$1,372,099$1,196,341
Disability:
Employment Agreements(4)$1,431,028$696,280$824,820$582,750$598,500$551,250
Performance Achievement Incentive Plan(2)
$765,160$334,029$441,025$240,408$294,737$262,719
Equity Awards(3)$2,024,163$740,025$870,611$580,421$478,862$382,372
Total$4,220,351$1,770,334$2,136,456$1,403,579$1,372,099$1,196,341
Retirement:
Employment Agreements$$$$$$
Performance Achievement Incentive Plan(2)
$765,160$334,029$441,025$240,408$294,737$262,719
 

(1)Reflects payment under the applicable employment agreement equal to the sum of (1) the executive’s base salary in effect on December 31, 2020 and (2) target annual bonus in effect on December 31, 2020, plus the amount of the executive’s life insurance death benefit.
(2)In the event of separation from service with the Company due to death, disability, or retirement, an executive would receive a prorated portion of the PAIP award earned for the year in which such separation occurs based on the period of active employment during such year. The amounts included in the table reflect 100% of the earned PAIP award given for 2020 given the assumption that separation occurs on the last day of the year.
(3)In the event of separation from service with the Company due to death, disability, or retirement, an executive would receive a prorated portion of the Cash LTIP award earned for each performance period in which such separation occurs based on the period of active employment during such performance period. The amounts included in the table reflect 100% of the remaining unpaid one-third of the earned Cash LTIP awards for the 2017 – 2019 performance cycle and the final payment, which represented 50% of the target opportunity for each NEO, under the earned Cash LTIP awards for the 2018 – 2020 performance cycle.
(4)In the event of separation from service with the Company due to death or disability, an executive would vest in 50% of its net outstanding 2020 stock options and time-vested restricted stock, unless the executive is already vested in at least 50% of such awards in which case there is no accelerated vesting, and in 50% of his or her outstanding 2020 performance-based restricted stock (at target). The amount included in the table for the time-based and performance-based restricted stock awards reflects 50% of the total number of outstanding shares multiplied by the closing market price of our common stock on December 31, 2020, of $15.56. The amount included in the table for stock options reflects the difference between the aggregate market value of 50% of the underlying shares as of December 31, 2020, calculated based on the closing market price of our common stock on that day of $15.56 and the aggregate exercise price 50% of all outstanding stock options.
(5)Reflects payment under the applicable employment agreement equal to the sum of (A) the executive’s base salary in effect on December 31, 209, and (B) target annual bonus in effect on December 31, 2020. This payment will be reduced by the amount expected to be paid to the executive under the Company’s program of long-term disability insurance over the 12-month period following the executive’s termination.
(6)Reflects payment under the applicable employment agreement equal to the sum of (1) two times (three times for Mr. Kemly and one times for Ms. Schlesinger) the sum of the executive’s (A) base salary in effect on December 31, 2020, and (B) target annual bonus in effect on December 31, 2020, (2) 18 times (12 times for Ms. Schlesinger) an amount which after taxes (determined using an assumed aggregate 40% tax rate) equals the difference between (A) the Company’s monthly COBRA premium for the type of Company-provided group health plan coverage in effect on December 31, 2020, for the executive, and (B) the active employee charge for such coverage, (3) the unpaid bonus due to the executive for the 2020 fiscal year of the Company.
(7)Reflects payment under the applicable employment agreement equal to the sum of (1) three times (two times for Ms. Schlesinger) the sum of the Executive’s (A) base salary in effect on December 31, 2020, and (B) target annual bonus in effect on December 31, 2020, (2) 36 times an amount which after taxes (determined using an assumed aggregate 40% tax rate) equals the difference between (A) the Company’s monthly COBRA premium for the type of Company-provided group health plan coverage in effect on December 31, 2020, for the executive, and (B) the active employee charge for such coverage, and (3) the unpaid bonus due to the executive for the 2020 fiscal year of the Company.
(8)In the event of separation from service with the Company without Cause within 12 months after the effective date of a change in control, an executive would become 100% vested in the executive’s 2020 outstanding stock options, time-based restricted stock and performance-based restricted stock. For the performance based restricted stock, the executive would vest at target. The amount included in the table for the time-based and performance-based restricted stock awards reflects the total number of outstanding shares multiplied by the closing market price of our common stock on December 31, 2020 of $15.56. The amount included in the table for stock options reflects the difference between the aggregate market value of 100% of the underlying shares as of December 31, 2020 calculated based on the closing market price of our common stock on that day of $15.56 and the aggregate exercise price of all outstanding stock options.
(9)Represents additional benefit due in the event of a change in control and full repayment of all outstanding ESOP loans.
(10)These payments are subject to reduction if the parachute amounts associated with the payments under Section 280G of the Internal Revenue Code equal or exceed three times the executive’s average taxable compensation received from the Company for the five-year period ending December 31, 2020, and if the executive would receive on an after-tax basis by reducing the payments that he or she would receive by getting all the payments and paying the 20% excise tax imposed by Section 4999 of the Internal Revenue Code. The potential reduction could be less or greater depending on the actual circumstances at the time of a real transaction.
(11)Assumes that the surviving entity in such change in control does not assume or replace the equity awards in connection with the change in control.
36



Thomas J.
Kemly
Dennis E.
Gibney
E. Thomas
Allen, Jr.
John
Klimowich
Allyson
Schlesinger
Oliver E.
Lewis, Jr.
Equity Awards$$$$$$
Total$765,160$334,029$441,025$240,408$294,737$262,719
Involuntary Termination by
Company without Cause or
Resignation by Executive
for Good Reason Prior to
Change in Control:
Employment Agreements(5)$5,136,589$1,803,764$2,145,425$1,483,084$893,237$862,694
Equity Awards$$$$$$
Total$5,136,589$1,803,764$2,145,425$1,483,084$893,237$862,694
Involuntary Termination by
Company without Cause or
Resignation by Executive
for Good Reason Upon or
After Change in Control:
Employment Agreements(6)$5,214,934$2,577,220$3,025,005$2,143,009$1,491,737$1,462,668
Equity Awards(7)(10)$6,548,714$2,394,157$2,816,652$1,877,773$1,549,173$821,773
ESOP SERP(8)$2,200,806$874,882$1,102,784$633,858$441,970$161,351
Potential Forfeiture (Best Net
After Tax)(9)
$$$$$(175,739)$(411,897)
Total$13,964,454$5,846,259$6,944,441$4,654,641$3,307,141$2,033,896
(1)
Reflects payment under the applicable employment agreement equal to the sum of (1) the executive’s base salary in effect on December 31, 2021 and (2) target annual bonus in effect on December 31, 2021, plus the amount of the executive’s life insurance death benefit.
(2)
In the event of separation from service with the Company due to death, disability, or retirement, an executive would receive a prorated portion of the PAIP award earned for the year in which such separation occurs based on the period of active employment during such year. The amounts included in the table reflect 100% of the earned PAIP award given for 2021 given the assumption that separation occurs on the last day of the year.
(3)
In the event of separation from service with the Company due to death or disability, an executive would vest in 50% of his or her net outstanding 2021 stock options and time-vested restricted stock, unless the executive is already vested in at least 50% of such awards in which case there is no accelerated vesting, and in 50% of his or her outstanding 2021 performance-based restricted stock (at target). The amount included in the table for the time-based and performance-based restricted stock awards reflects 50% of the total number of outstanding shares multiplied by the closing market price of our common stock on December 31, 2021 of $20.86. The amount included in the table for stock options reflects the difference between the aggregate market value of 50% of the underlying shares as of December 31, 2021, calculated based on the closing market price of our common stock on that day of $20.86 and the aggregate exercise price 50% of all outstanding stock options.
(4)
Reflects payment under the applicable employment agreement equal to the sum of (A) the executive’s base salary in effect on December 31, 2021, and (B) target annual bonus in effect on December 31, 2021. This payment will be reduced by the amount expected to be paid to the executive under the Company’s program of long-term disability insurance over the 12-month period following the executive’s termination.
(5)
Reflects payment under the applicable employment agreement equal to the sum of (1) two times (three times for Mr. Kemly and one times for Ms. Schlesinger and Mr. Lewis) the sum of the executive’s (A) base salary in effect on December 31, 2021, and (B) target annual bonus in effect on December 31, 2021, (2) 18 times (12 times for Ms. Schlesinger and Mr. Lewis) an amount which after taxes (determined using an assumed aggregate 40% tax rate) equals the difference between (A) the Company’s monthly COBRA

37


premium for the type of Company-provided group health plan coverage in effect on December 31, 2021, for the executive, and (B) the active employee charge for such coverage, (3) the unpaid bonus due to the executive for the 2021 fiscal year of the Company.
(6)
Reflects payment under the applicable employment agreement equal to the sum of (1) three times (two times for Ms. Schlesinger and Mr. Lewis) the sum of the Executive’s (A) base salary in effect on December 31, 2021, and (B) target annual bonus in effect on December 31, 2021, (2) 36 times an amount which after taxes (determined using an assumed aggregate 40% tax rate) equals the difference between (A) the Company’s monthly COBRA premium for the type of Company-provided group health plan coverage in effect on December 31, 2021, for the executive, and (B) the active employee charge for such coverage, and (3) the unpaid bonus due to the executive for the 2021 fiscal year of the Company.
(7)
In the event of separation from service with the Company without Cause within 12 months after the effective date of a change in control, an executive would become 100% vested in the executive’s 2021 outstanding stock options, time-based restricted stock and performance-based restricted stock. For the performance based restricted stock, the executive would vest at target. The amount included in the table for the time-based and performance-based restricted stock awards reflects the total number of outstanding shares multiplied by the closing market price of our common stock on December 31, 2021 of $20.86. The amount included in the table for stock options reflects the difference between the aggregate market value of 100% of the underlying shares as of December 31, 2021 calculated based on the closing market price of our common stock on that day of $20.86 and the aggregate exercise price of all outstanding stock options.
(8)
Represents additional benefit due in the event of a change in control and full repayment of all outstanding ESOP loans and is based on the prior year’s ESOP and ESOP SERP allocations as such information for 2021 is not available as of the date of this proxy statement.
(9)
These payments are subject to reduction if the parachute amounts associated with the payments under Section 280G of the Internal Revenue Code equal or exceed three times the executive’s average taxable compensation received from the Company for the five-year period ending December 31, 2021, and if the executive would receive on an after-tax basis by reducing the payments that he or she would receive by getting all the payments and paying the 20% excise tax imposed by Section 4999 of the Internal Revenue Code. The potential reduction could be less or greater depending on the actual circumstances at the time of a real transaction.
(10)
Assumes that the surviving entity in such change in control does not assume or replace the equity awards in connection with the change in control.
DIRECTOR COMPENSATION


Elements of Director Compensation

Director Fees.   During 2020,2021, the non-employee directors of Columbia Bank received compensation for service and attendance as follows:

·The Chairman of the Board of Directors received an annual retainer of $134,500;

·The Chairman of the Audit Committee received an annual retainer of $7,500;

·The Chairman of the Nominating and Corporate Governance Committee received an annual retainer of $7,500;

·Directors (other than the Chairman of the Board) received an annual retainer of $67,800;

·Members of the Nominating/Corporate Governance Committee received an annual retainer of $5,000;

·The Chairman of the Board received an additional fee of $1,500 for each Board meeting attended; and

·Directors (other than the Chairman of the Board) received an additional fee of $1,300 for each Board meeting attended.


The Chairman of the Board of Directors received an annual retainer of $134,500;

The Chairman of the Audit Committee received an annual retainer of $7,500;

The Chairman of the Nominating and Corporate Governance Committee received an annual retainer of $7,500;

Directors (other than the Chairman of the Board) received an annual retainer of $67,800;

Members of the Nominating/Corporate Governance Committee received an annual retainer of $5,000;

The Chairman of the Board received an additional fee of $1,500 for each Board meeting attended; and

Directors (other than the Chairman of the Board) received an additional fee of $1,300 for each Board meeting attended.

38


Board members do not receive any additional compensation as a result of their service as directors of Columbia Bank MHC and, with exception of special meetings of Columbia Financial oronly, do not receive any additional compensation as a result of their services as directors of Columbia Bank MHC.

Financial.

Long-Term Equity Program.The 2019 Equity Incentive Plan was adopted by the Company and approved by our shareholders to enhance the alignment between the financial interests of our employees and non-employee directors and those of our shareholders.

The following table sets forth the annual No equity awards that were granted in 2020made to ourthe Company’s non-employee directors who were elected as directors of the Company at the 2020 Annual Meeting of Shareholders. The stock awards and options vest over a three year period at a rate of 33 1/3% per year.

 

Stock Awards

(Number of Shares)

Grant Date Fair
Value of Stock
Awards ($)

Option Awards

(Number of Options)

Grant Date Fair
Value of

Option Awards ($)

James M. Kuiken3,31650,005
Lucy Sorrentini3,31650,005
Paul Van Ostenbridge3,31650,005

2020in 2021.

2021 Director Compensation

The following table sets forth the compensation received by individuals who served as our non-employee directors during the year ended December 31, 2020.

2021.
Name(1)(2)
Fees Earned
or Paid in
Cash
($)
Stock
Awards
($)
Option
Awards
($)
Nonqualified
Deferred
Compensation
Earnings ($)(3)
All Other
Compensation ($)(4)
Total ($)
Frank Czerwinski113,0001,778114,778
Noel R. Holland165,73524,7653,830194,330
James M. Kuiken105,500105,500
Michael Massood, Jr.113,00014,043127,043
Elizabeth E. Randall55,25055,2501,243111,743
Lucy Sorrentini55,04255,04230,012140,096
Daria Stacy-Walls Torres(5)6,95042,55049,500
Robert Van Dyk109,200109,200
Paul Van Ostenbridge109,200142109,342
(1)

Name (1)(2)

Fees Earned
or Paid in
Cash

($)

Stock
Awards

($)(3)

Option
Awards

($)

Nonqualified
Deferred
Compensation
Earnings
($)(4)
All Other
Compensation
($)(5)
Total ($)
Frank Czerwinski107,8001,640109,440
Raymond G. Hallock(6)43,3331,00044,333
Noel R. Holland160,51523,9855,519190,019
Henry Kuiken(6)39,9502,92042,870
James M. Kuiken(7)56,54050,0058,140114,685
Michael Masood, Jr.105,20014,933120,133
Elizabeth E. Randall106,600848107,448
Lucy Sorrentini(7)56,45050,005106,455
Robert Van Dyk100,300100,300
Paul Van Ostenbridge100,61750,005150,622

As of December 31, 2021, each director other than Ms. Sorrentini, Mr. Kuiken and Mr. Van Ostenbridge, held 20,423 shares of unvested restricted stock. As of December 31, 2021, each of Ms. Sorrentini, Mr. Kuiken and Mr. Van Ostenbridge held 2,211 shares of unvested restricted stock.
(2)

(1)As of December 31, 2020,
As of December 31, 2021, each director other than Ms. Sorrentini, Mr. James Kuiken, Ms. Torres and Mr. Van Ostenbridge, held 49,977 shares of unvested stock options. As of December 31, 2021, neither Ms. Sorrentini, Mr. Kuiken, Ms. Torres and Mr. Van Ostenbridge had any options outstanding.
(3)
Represents director fees deferred under the Stock-Based Deferral Plan.
(4)
Includes imputed income for bank owned life insurance for Mr. Czerwinski, Mr. Holland, Mr. Massood, Ms. Randall and Mr. Van Ostenbridge and Mr. Van Ostenbridge, held 27,231 shares of unvested restricted stock. As of December 31, 2020, each of Ms. Sorrentini, Mr. James Kuiken and Mr. Van Ostenbridge held 3,316 shares of unvested restricted stock.
(2)As of December 31, 2020, each director other than Ms. Sorrentini, Mr. James Kuiken and Mr. Van Ostenbridge, held 66,636 shares of unvested stock options. As of December 31, 2020, neither Ms. Sorrentini, Mr. James Kuiken and Mr. Van Ostenbridge had any options outstanding.
(3)Reflects the grant date aggregate fair value calculated in accordance with FASB ASC Topic 718 on outstanding restricted stock awards for each of the directors set forth above. The amounts were calculated based on the Company’s stock price on the date of grant, which was $15.08 for each of the applicable directors. The restricted stock awards vest at 33 1/3rd %per year.
(4)Represents director fees deferred under the Stock-Based Deferral Plan.
(5)Includes term life insurance premiums paid by Columbia Bank on behalf of Mr. Czerwinski, Mr. Holland, Mr. Henry Kuiken, Mr. Masood and Ms. Randall; premiums for health insurance paid by Columbia Bank on behalf of Mr. Massood, Mr. James Kuiken and Mr. Holland; and fees for advisory board service paid by Columbia Bank to Mr. Hallock and Mr. Henry Kuiken.
(6)Mr. Hallock and Mr. Kuiken retired from the Board of Directors on May 22, 2020 and currently serve as advisory directors of Columbia Bank.
(7)Mr. Kuiken and Ms. Sorrentini were appointed to the Board of Directors effective May 22, 2020.


PROPOSAL 2 — Ratification of Independent Registered Public Accounting Firm

The Audit Committee of the Board of Directors has appointed KPMG LLP to be the Company’s independent registered public accounting firm for the 2021 fiscal year, subject to ratification by shareholders. A representative of KPMG LLP is expected to be present at the Annual Meeting to respond to appropriate questions from shareholders and will have the opportunity to make a statement should he or she desire to do so.

If the ratification of the appointment of the independent registered public accounting firm is not approved by a majority of the votes cast at the Annual Meeting, the Audit Committee will consider other independent registered public accounting firms. In addition, if the ratification of the independent registered public accounting firm is approved by shareholders at the Annual Meeting, the Audit Committee may also consider other independent registered public accounting firms in the future if it determines that such consideration is in the best interests of the Company and its shareholders.

The Board of Directors recommends a vote FOR the ratification of the appointment of KPMG LLP as the Company’s independent registered public accounting firm.

Audit and Non-Audit Fees

The following table sets forth the fees billed to the Company for the years ending December 31, 2020 and December 31, 2019 for services provided by KPMG LLP.

 20202019
Audit Fees(1)$905,000$965,000
Audit-Related Fees$107,000$287,000
Tax Fees(2)$92,900
All Other Fees
(1)Includes fees for performance of the audit and review of financial statements and fees relating to the review of public filings.
(2)Includes fees for the preparation of consolidated federal and state tax returns and claims for refunds.

Pre-Approval of Services by the Independent Registered Public Accounting Firm

The Audit Committee is responsible for appointing, setting compensation and overseeing the work of the independent registered public accounting firm. In accordance with its charter, the Audit Committee approves, in advance, all audit and permissible non-audit services to be performed by the independent registered public accounting firm. Such approval process ensures that the independent registered public accounting firm does not provide any non-audit services to the Company that are prohibited by law or regulation.

In addition, the Audit Committee has established a policy regarding pre-approval of all audit and permissible non-audit services provided by the independent registered public accounting firm. Requests for services by the independent registered public accounting firm for compliance with the auditor services policy must be specific as to the particular services to be provided. The request may be made with respect to either specific services or a type of service for predictable or recurring services.

Any proposed specific engagement may be presented to the Audit Committee for consideration at its next regular meeting or, if earlier consideration is required, to the Audit Committee or one or more of its members. The member or members to whom such authority is delegated shall report any specific approval of services at the next regular meeting of the Audit Committee. The Audit Committee will regularly review summary reports detailing all services being provided to the Company by its independent registered public accounting firm.

During the year ended December 31, 2020, all services were approved, in advance, by the Audit Committee in compliance with these procedures.


Audit Committee Report

The Company’s management is responsible for the Company’s internal control over financial reporting. The independent registered public accounting firm is responsible for performing an independent audit of the Company’s consolidated financial statements and issuing an opinion on the conformity of those financial statements with generally accepted accounting principles. The Audit Committee oversees the Company’s internal controls over financial reporting on behalf of the Board of Directors.

In this context, the Audit Committee has metMr. Massood, Mr. Holland and held discussions with management and the independent registered public accounting firm. Management represented to the Audit Committee that the Company’s consolidated financial statements were prepared in accordance with generally accepted accounting principles, and the Audit Committee has reviewed and discussed the consolidated financial statements with management and the independent registered public accounting firm. The Audit Committee discussed with the independent registered public accounting firm all communications required by generally accepted accounting standards.

In addition, the Audit Committee has received the written disclosures and the letter from the independent registered public accounting firm required by the applicable requirements of the Public Company Accounting Oversight Board and has discussed with the independent registered public accounting firm the accounting firm’s independence from the Company and its management. In concluding that the accounting firm is independent, the Audit Committee considered, among other factors, whether the non-audit services provided by the independent registered public accounting firm were compatible with their independence.

The Audit Committee discussed with the Company’s independent registered public accounting firm the overall scope and plans for their audit. The Audit Committee meets with the independent registered public accounting firm, with and without management present, to discuss the results of their examination, their evaluation of the Company’s internal control over financial reporting, and the overall quality of the Company’s financial reporting process.

In performing all of these functions, the Audit Committee acts only in an oversight capacity. In its oversight role, the Audit Committee relies on the work and assurances of the Company’s management, which has the primary responsibility for financial statements and reports, and of the independent registered public accounting firm who, in its report, expresses an opinion on the conformity of the Company’s financial statements to generally accepted accounting principles. The Audit Committee’s oversight does not provide it with an independent basis to determine that management has maintained appropriate accounting and financial reporting principles or policies, or appropriate internal controls and procedures designed to assure compliance with accounting standards and applicable laws and regulations.

Furthermore, the Audit Committee’s considerations and discussions with management and the independent registered public accounting firm do not assure that the Company’s financial statements are presented in accordance with generally accepted accounting principles, that the audit of the Company’s consolidated financial statements has been carried out in accordance with the standards of the Public Company Accounting Oversight Board or that the Company’s independent registered public accounting firm is in fact “independent.”

In relying on the reviews and discussions referred to above, the Audit Committee recommendedMs. Sorrentini.

(5)
Ms. Torres was appointed to the Board of Directors and the Board has approved, that the audited consolidated financial statements be included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2020 for filing with the Securities and Exchange Commission. The Audit Committee has appointed, subject to shareholder ratification, the selection of the Company’s independent registered public accounting firm for the fiscal year ended December 31,effective July 26, 2021.

Audit Committee of the Board of Directors

Michael Massood, Jr. (Chair)

Noel R. Holland

James M. Kuiken

Paul Van Ostenbridge


PROPOSAL 3 —

Advisory Vote on Executive Compensation

As required by federal securities laws, we are providing our shareholders with the opportunity to cast an advisory vote regarding the compensation of our named executive officers as disclosed in this proxy statement. This proposal, commonly known as a “say-on-pay” proposal, gives the Company’s shareholders the opportunity to endorse or not endorse the Company’s executive pay program and policies through the following resolution:

“RESOLVED, that the compensation paid to the Company’s named executive officers, as disclosed pursuant to the compensation disclosure rules of the Securities and Exchange Commission, including the Compensation Discussion and Analysis, compensation tables and related narrative discussion contained in the 2021 proxy statement, is hereby approved.”

This advisory vote on the compensation of our named executive officers is not binding on us, our Board or the Compensation Committee. However, our Board and the Compensation Committee will consider the outcome of this advisory vote when making future compensation decisions for our named executive officers.

The Board of Directors recommends that shareholders vote FOR the approval of the compensation paid to the Company’s named executive officers.

STOCK OWNERSHIP


Stock Ownership Tables

The following table provides information as of the Record Date about the persons and entities known to the Company to be the beneficial owners of more than 5% of the Company’s outstanding common stock. A person or entity may be considered to beneficially own any shares of common stock over which the person or entity has, directly or indirectly, sole or shared voting or investment power.

Name and Address

Number of

Shares Owned

Percent of

Common Stock Outstanding
(1)

Columbia Bank MHC

19-01 Route 208 North

Fair Lawn, New Jersey 07410

67,339,20361.8%
(1)Based on 109,051,417 shares of Company common stock outstanding and entitled to vote as of the Record Date.

Name and Address
Number of
Shares Owned
Percent of
Common Stock Outstanding(1)
Columbia Bank MHC
19-01 Route 208 North
Fair Lawn, New Jersey 07410
69,930,21065.5%

39

TABLE OF CONTENTS

(1)
Based on 106,811,453 shares of Company common stock outstanding and entitled to vote as of the Record Date.
The following table provides information as of the Record Date about the shares of Columbia Financial common stock that may be considered to be beneficially owned by each director or nominee for director of the Company, by the executive officers of the Company and by all directors and executive officers of the Company as a group. A person may be considered to beneficially own any shares of common stock over which he or she has directly or indirectly, sole or shared voting or investment power. Unless otherwise indicated, none of the shares listed are pledged as security and each of the named individuals has sole voting and sole investment power with respect to the number of shares shown. As of the Record Date, none of our directors or executive officers beneficially owned more than 1% of the Company’s outstanding shares of common stock and the number of shares beneficially owned by all directors and executive officers as a group totaled 2.2%2.7% of our outstanding shares.

Name
Number of
Shares Owned(1)
Number of Shares That
May Be Acquired Within
60 Days By Exercising
Options
Directors:
Noel R. Holland92,80033,317
Frank Czerwinski(2)89,03833,317
Thomas J. Kemly(3)469,972262,588
James M. Kuiken4,816
Michael Massood, Jr.87,99833,317
Elizabeth E. Randall88,58233,317
Lucy Sorrentini6,861
Robert Van Dyk(4)131,03833,317
Paul Van Ostenbridge9,141
Daria Stacy-Walls Torres2,631
Executive Officers Who Are Not Directors:
E. Thomas Allen, Jr.185,930112,941
Damodaram Bashyam41,21936,601
Dennis E. Gibney(5)188,76296,000
W Justin Jennings
Geri M. Kelly130,40360,235
John Klimowich110,75075,294
Mark S. Krukar112,64056,470
Oliver E. Lewis, Jr.33,3167,058
Brian W. Murphy(6)67,68631,058
Allyson Schlesinger83,82662,117
All Directors, Director Nominees and Executive Officers as a Group (20 persons)1,937,409966,947
(1)
Name

Number of

Shares Owned (1)

Number of Shares That
May Be Acquired Within
60 Days By Exercising
Options
Directors:  
Noel R. Holland91,98916,658
Frank Czerwinski (2)89,03816,658
Thomas J. Kemly (3)477,441131,294
James M. Kuiken4,816
Michael Massood, Jr.87,99816,658
Elizabeth E. Randall86,20816,658
Lucy Sorrentini4,385
Robert Van Dyk (4)131,03816,658
Paul Van Ostenbridge9,141
   
Executive Officers Who Are Not Directors:  
E. Thomas Allen, Jr.187,45756,470
Damodaram Bashyam40,89718,300
Dennis E. Gibney (5)186,86848,000
Geri M. Kelly128,69330,117
John Klimowich108,85837,647
Mark S. Krukar110,29328,235
Oliver E. Lewis, Jr.32,7323,529
Brian W. Murphy (6)68,06515,529
Allyson Schlesinger80,80031,058
   
All Directors, Director Nominees and Executive Officers as a Group (18 persons)1,926,717483,469
(1)This column includes shares of Company common stock beneficially owned as follows:

 

Columbia
Bank
Employee
Stock
Ownership
Plan

(ESOP)

Columbia Bank

Supplemental

Executive

Retirement

Plan

(SERP)

Columbia
Bank

Savings and

Investment
Plan

(401(k) Plan)

Columbia Bank
Savings Income
Maintenance
Plan
Columbia
Bank Stock
Based
Deferral
Plan
Columbia
Financial, Inc.
2019 Equity
Incentive Plan
(a)
Noel R. Holland7,95127,231
Frank Czerwinski27,231
Thomas J. Kemly3,33011,13540,92641,57243,396241,443
James M. Kuiken3,316
Michael Massood, Jr.27,231
Elizabeth E. Randall88427,231
Robert Van Dyk27,231
Paul Van Ostenbridge3,316
Lucy Sorrentini7693,316
E. Thomas Allen, Jr.3,3304,80631,0001,3525,584103,847
Damodaram Bashyam33,353
Dennis E. Gibney3,3303,5091,95388,270
Geri M. Kelly3,3301,73525,0501,0588,00355,385
John Klimowich3,3302,02817,1432,9842,12669,231
Mark S. Krukar3,3301,91624,9574,8477,55151,293
Oliver E. Lewis, Jr.2,2563729,949
Brian W. Murphy3,33078930,0003251,78528,558
Allyson Schlesinger2,3941,2671,5424,82957,116


This column includes shares of Company common stock beneficially owned as follows:

 

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Columbia
Bank
Employee
Stock
Ownership
Plan
(ESOP)
Columbia
Bank
Supplemental
Executive
Retirement
Plan
(SERP)
Columbia
Bank
Savings and
Investment
Plan
(401(k) Plan)
Columbia Bank
Savings Income
Maintenance
Plan
Columbia Bank
Stock Based
Deferral
Plan
Columbia
Financial, Inc.
2019 Equity
Incentive Plan(1)
Noel R. Holland8,76220,423
Frank Czerwinski(2)20,423
Thomas J. Kemly(3)3,35416,59540,92641,57247,068214,616
James M. Kuiken2,211
Michael Massood, Jr.20,423
Elizabeth E. Randall3,25820,423
Lucy Sorrentini3,2452,211
Daria Stacy-Walls Torres2,631
Robert Van Dyk(4)20,423
Paul Van Ostenbridge2,211
E. Thomas Allen, Jr.3,3547,30631,0001,3525,58492,308
Damodaram Bashyam1,12050329,647
Dennis E. Gibney(5)3,3545,3781,95378,462
Geri M. Kelly3,3542,76025,0501,0038,71949,231
John Klimowich3,3543,33917,1432,8362,83161,539
Mark S. Krukar3,3542,96225,3644,7618,50746,154
Oliver E. Lewis, Jr.2,25687229,234
Brian W. Murphy(6)3,3541,18430,0002462,18025,385
Allyson Schlesinger2,4182,2821,7176,64150,770
a)       (1)
Represents shares of unvested restricted stock granted under the Company’s 2019 Equity Incentive Plan.
(2)

(2)Includes 35,000 shares held in a revocable trust.
(3)Includes 5,933 shares held by Mr. Kemly’s spouse and 24,380 shares held by Mr. Kemly’s children.
(4)Includes 6,000 shares held by Mr. Van Dyk’s spouse and 1,000 shares held in a trust for which Mr. Van Dyk’s spouse serves as trustee.
(5)Includes 10,000 shares held by Mr. Gibney’s spouse.
(6)Includes 100 shares held by Mr. Murphy’s daughter.

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a)

Includes 35,000 shares held in a revocable trust.
(3)
Includes 5,933 shares held by Mr. Kemly’s spouse and 7,755 shares held by one of the Securities Exchange Act of 1934 requires the Company’s executive officersMr. Kemly’s children.
(4)
Includes 6,000 shares held by Mr. Van Dyk’s spouse and directors, and persons who own more than 10% of any registered class of the Company’s equity securities, to file reports of ownership and changes1,000 shares held in ownership with the Securities and Exchange Commission. Executive officers, directors and greater than 10% shareholders are requireda trust for which Mr. Van Dyk’s spouse serves as trustee.
(5)
Includes 10,000 shares held by regulation to furnishMr. Gibney’s spouse.
(6)
Mr. Murphy will be retiring from the Company with copies of all Section 16(a) reports they file.

Based solely on its review of the copies of the reports it has received and written representations provided to the Company from the individuals required to file the reports, the Company believes that each of its executive officers and directors has complied with applicable reporting requirements for transactions in Columbia Financial common stock during the year ended December 31, 2020.

2022. Includes 100 shares held by Mr. Murphy’s daughter.

Stock Ownership Guidelines

Our Board of Directors has adopted a Share Ownership and Retention Policy, which sets forth stock ownership guidelines that are robust and reflect current corporate governance trends. We require our executive officers and non-employee directors to own or acquire shares of Company stock having a fair market value equal to the following amounts:

TitleTitleAmount
President and Chief Executive Officer5x base salary
Senior Executive Vice Presidents3x base salary
Executive Vice Presidents3x base salary
Non-Employee Directors3x annual fees and retainers for service on the Board of Directors

Each of these individuals must fulfill their ownership requirement within five years of becoming subject to the Share Ownership and Retention Policy, and individuals are further required to fulfill 25% and 50% of their ownership requirement within two and three years, respectively, of becoming subject to the Share Ownership and Retention Policy. In the event of a participant receiving a raise in his or her base salary or annual retainer, leading to an increase in the ownership requirement, the participant will be provided additional one year from

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the time of the increase to achieve the required incremental increase in his or her ownership of shares. For purposes of determining ownership, the following shall be taken into account in computing ownership: (i) shares owned directly by the individual or his or her immediate family members residing in the same household, or shares held through a trust for the benefit of the individual or the individual’s dependent family members residing in the same household; (ii) shares owned through a qualified employee benefit plan, including the 401(k) Plan, or through the ESOP; (iii) share equivalents held in a non-qualified, deferred compensation arrangements; and (iv) 100% of restricted stock, or restricted stock units, the vesting of which is contingent on time or performance.

OTHER INFORMATION

Policies and Procedures for Approval of Related Person Transactions

We maintain a Policy and Procedures Governing Related Person Transactions, which is a written policy and set of procedures for the review and approval or ratification of transactions involving related persons. Under the policy, related persons consist of directors, director nominees, executive officers, persons or entities known to us to be the beneficial owner of more than five percent of any outstanding class of the voting securities of the Company, or immediate family members or certain affiliated entities of any of the foregoing persons.



Transactions covered by the policy consist of any financial transaction, arrangement or relationship or series of similar transactions, arrangements or relationships, in which:

·the aggregate amount involved will or may be expected to exceed $25,000 in any calendar year;

·the Company is, will, or may be expected to be a participant; and

·any related person has or will have a direct or indirect material interest.

This policy excludes:

·any compensation paid to an executive officer of the Company if the Compensation Committee of the Board approved (or recommended that the Board approve) such compensation;

·any compensation paid to a director of the Company if the Board or an authorized committee of the Board approved such compensation; and

·any related person has or will have a direct or indirect material interest. transaction with a related person involving consumer and investor financial products and services provided in the ordinary course of the Company’s business and on substantially the same terms as those prevailing at the time for comparable services provided to unrelated third parties or to the Company’s employees on a broad basis (and, in the case of loans, in compliance with the Sarbanes-Oxley Act of 2002).

Related person transactions will be approved or ratified by the Audit Committee. In determining whether to approve or ratify a related person transaction, the Audit Committee will consider all relevant factors, including:

·whether the terms of the proposed transaction are at least as favorable to the Company as those that might be achieved with an unaffiliated third party;

·the size of the transaction and the amount of consideration payable to the related person;

·the nature of the interest of the related person;

·whether the transaction may involve a conflict of interest; and

·whether the transaction involves the provision of goods and services to the Company that are available from unaffiliated third parties.

A member of the Audit Committee who has an interest in the transaction will abstain from voting on approval of the transaction, but may, if so requested by the chair of the Audit Committee, participate in some or all of the discussion.

Transactions with Related Persons

The Sarbanes-Oxley Act of 2002 generally prohibits loans by Columbia Financial to its executive officers and directors. However, the Sarbanes-Oxley Act contains a specific exemption from such prohibition for loans by Columbia Bank to its executive officers and directors in compliance with federal banking regulations. Federal regulations require that all loans or extensions of credit to executive officers and directors of insured financial institutions must be made on substantially the same terms, including interest rates and collateral, as those prevailing at the time for comparable transactions with other persons and must not involve more than the normal risk of repayment or present other unfavorable features. Columbia Bank is therefore prohibited from making any new loans or extensions of credit to executive officers and directors at different rates or terms than those offered to the general public. Notwithstanding this rule, federal regulations permit a financial institution to make loans to executive officers and directors at reduced interest rates if the loan is made under a benefit program generally available to all other


employees and does not give preference to any executive officer or director over any other employee. Columbia Bank currently offers such a program to its executive officers and directors.

Pursuant to Columbia Financial’s Audit Committee Charter, the audit committee periodically reviews, no less frequently than quarterly, a summary of Columbia Financial’s transactions with directors and executive officers of Columbia Financial and with firms that employ directors, as well as any other related person transactions, to recommend to the disinterested members of the Board of Directors that the transactions are fair, reasonable and within our policy and should be ratified and approved. Also, in accordance with banking regulations and its policy, the Board of Directors reviews all loans made to a director or executive officer in an amount that, when aggregated with the amount of all other loans to such person and his or her related interests, exceed the greater of   $25,000 or 5% of Columbia Financial’s capital and surplus (up to a maximum of  $500,000) and such loan must be approved in advance by a majority of the disinterested members of the Board of Directors. Additionally, pursuant to Columbia Financial’s Code of Ethics and Business Conduct, all executive officers and directors of Columbia Financial must disclose any existing or potential conflicts of interest to the President and Chief Executive Officer of Columbia Financial. Such potential conflicts of interest include, but are not limited to: (1) Columbia Financial conducting business with or competing against an organization in which a family member of an executive officer or director has an ownership or employment interest; and (2) the ownership of more than 1% of the outstanding securities or capital value of a business or where such investment represents more than 5% of the total assets of the executive officer or director and/or family members.

The aggregate amount of loans by Columbia Bank to its executive officers and directors and their affiliates was $1.6 million at December 31, 2020. As of that date, these loans were performing according to their original terms.

Shareholder Proposals and Nominations

The Company must receivedeadline for receiving proposals that shareholders seek to include in the proxy statement for the Company’s next annual meeting of shareholders was no later than December 11, 2021. If next year’sthe Company’s 2022 annual meeting is held on a date more than 30 calendar days from May 20, 2022, a shareholder proposal must be received by a reasonable time before the Company begins to print and mail its proxy solicitation for such annual meeting. Any shareholder proposals will be subject to the requirements of the proxy rules adopted by the Securities and Exchange Commission.

The Company’s Bylaws provide that a person may not be nominated for election as a director of the Company unless that person is nominated by or at the direction of the Company’s Board of Directors or by a shareholder who has given appropriate notice to the Company before the meeting. Similarly, a shareholder may not bring business before an annual meeting unless the shareholder has given the Company appropriate notice of their intention to bring that business before the meeting. The Company’s secretary must receive notice of the nomination or proposal not less than 90 days before the annual meeting; provided, however, that if less than 100 days’ notice of prior public disclosure of the date of the meeting is given or made to the shareholders, notice by the shareholder to be timely must be received not later than the close of business on the 10th day following the day on which such notice of the date of the Annual Meeting was mailed or such public disclosure was made. A shareholder who desires to raise new business must provide certain information to the Company concerning the nature of the new business, the shareholder, the shareholder’s ownership in the Company and the shareholder’s interest in the business matter. Similarly, a shareholder wishing to nominate any person for election as a director must provide the Company with certain information concerning the nominee and the proposing shareholder. A copy of the Company’s Bylaws may be obtained from the Company.

Shareholder Communications

The Company encourages shareholder communications to the Board of Directors and/or individual directors. Shareholders who wish to communicate with the Board of Directors or an individual director should send their communications to the care of Mayra L. Rinaldi, Corporate Secretary, Columbia Financial, Inc. 19-01 Route 208 North, Fair Lawn, New Jersey 07410. Communications regarding financial or accounting policies should be sent to the attention of the Chairperson of the Audit Committee. All other communications should be sent to the attention of the Chairperson of the Nominating/Corporate Governance Committee.


Notice and AccessibilityCosts of Proxy Materials

In connection with the Annual Meeting, to save significant printing and mailing expenses, the Company is furnishing its proxy statement and annual report via the Internet according to the SEC rules for “Notice and Access.” On April 9, 2021, the Company mailed the Notice to all shareholders, who had not previously elected to receive their proxy materials by mail or electronically, containing instructions on how to access this proxy statement and our annual report and how to vote online. Upon receipt of the Notice, shareholders may choose to request a printed copy of proxy materials at no charge, and this preference will be maintained for future mailings.

To further reduce costs, if you and others who share your address own your shares in “street name,” your broker or other holder of record may be sending only one annual report and proxy statement to your address. This practice, known as “householding,” is designed to reduce our printing and postage costs. However, if a shareholder residing at such an address wishes to receive a separate annual report or proxy statement in the future, he or she should contact the broker or other holder of record. If you own your shares in “street name” and are receiving multiple copies of our annual report and proxy statement, you can request householding by contacting your broker or other holder of record.

Miscellaneous

Solicitation

The Company will pay the cost of this proxy solicitation. The Company will also reimburse brokerage firms and other custodians, nominees and fiduciaries for reasonable expenses incurred by them in sending proxy materials to the beneficial owners of the Company.
In addition to solicitingthe solicitation of proxies by mail, directors,Alliance Advisors, LLC, a proxy solicitation firm, will assist the Company in soliciting proxies for the Special Meeting. The Company will pay Alliance Advisors, LLC a fee of  $7,500, plus reasonable out of pocket expenses for these services. Directors, officers and employees of the Company may also solicit proxies personally or by telephone. Nonetelephone, but none of these persons will receive additional compensation for these activities.

A copy of the Company’s Form 10-K for the year ended December 31, 2020 as filed with the Securities and Exchange Commission, will be furnished without charge to all persons who were shareholders as of the close of business on the Record Date upon written request to Mayra L. Rinaldi, Corporate Secretary, Columbia Financial, Inc. 19-01 Route 208 North, Fair Lawn, New Jersey 07410.


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Exhibit A


 

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IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE VERIFIED STOCKHOLDER DERIVATIVE AND CLASS ACTION COMPLAINT On behalf of Nominal Defendant Columbia Financial, Inc. (“Columbia Financial” or the “Company”), Plaintiff Fredric D. Pascal (“Plaintiff”) asserts claims for breach of fiduciary duty and unjust enrichment against members of the FREDRIC D. PASCAL, derivatively on behalf of COLUMBIA FINANCIAL, INC., and individually on behalf of himself and all other similarly situated stockholders of COLUMBIA FINANCIAL, INC., Plaintiff, vs. FRANK CZERWINSKI, RAYMOND G. HALLOCK, NOEL R. HOLLAND, THOMAS J. KEMLY HENRY KUIKEN, , MICHAEL MASSOOD JR., ELIZABETH E. RANDALL, AND ROBERT VAN DYK, Defendants, -and- COLUMBIA FINANCIAL, INC., a Delaware Corporation, Nominal Defendant. ) ) ) ) ) ) ) ) ) ) ) ) ) ) ) ) ) ) ) ) ) ) ) ) ) ) ) C.A. No. _________________ PUBLIC VERSION May 20, 2020 EFiled: May 20 2020 03:29PM EDT Transaction ID 65648590 Case No. 2020-0320-SG

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2 Company’s board of directors (the “Board”).1 On behalf of himself and all other similarly situated stockholders of Columbia Financial, Plaintiff also asserts a claim against members of the Board for breaching their fiduciary duty of candor. NATURE AND SUMMARY OF THE ACTION 1. This is a stockholder derivative and class action brought to hold Columbia Financial’s directors accountable for abusing their positions and breaching their fiduciary duties by (i) awarding themselves over $13,000,000 of stock, and (ii) misleading stockholders when seeking their approval of the Company’s new 2019 Equity Incentive Plan (the “Incentive Plan”) that the directors specifically designed and intended to use for their own self-dealing purposes. 2. During most of 2019, Columbia Financial’s Board comprised eight directors (collectively, the “Directors”): (a) non-employee directors Frank Czerwinski (“Czerwinski”), Raymond G. Hallock (“Hallock”), Noel R. Holland (“Holland”), Henry Kuiken (“Kuiken”), Michael Massood Jr. (“Massood”), 1 Plaintiff’s allegations are made upon personal knowledge as to himself and his own acts, and upon information and belief as to all other matters, based upon the investigation conducted by and through his attorneys, which included a review of documents Plaintiff obtained from the Company in connection with a March 19, 2020 books and records demand under 8 Del. C. § 220, documents filed with the U.S. Securities and Exchange Commission (the “SEC”), various media and analyst reports. The documents were produced subject to a non-disclosure agreement, which required Plaintiff to maintain the confidentiality of the documents. As such, the Verified Complaint has been filed under seal.

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3 Elizabeth E. Randall (“Randall”), Robert Van Dyk (“Dyk”), and (b) Thomas J. Kemly (“Kemly”), Chief Executive Officer and President.2 3. On April 19, 2018, Columbia Financial completed its partial conversion from a mutual bank holding company to a stock company and became a publicly- traded entity. A market practice has developed in which the directors of banks that have completed a so-called mutual-to-stock conversion issue special equity awards to themselves. In order to avoid certain federal regulations that would otherwise apply to equity awards issued within a year of the bank’s conversion, these awards usually are made a little more than a year after the conversion has been completed. Typically, the awards are modestly sized. For example, in a sample of 72 companies that completed mutual-to-stock conversions over a ten-year period, the median and average awards were $87,884 and $210,343, respectively, for non-employee directors, and $512,320 and $1,213,189, respectively, for the bank’s chief executive officer (“CEO”). Of the eight companies that, like Columbia Financial, completed partial conversions between 2015 and 2018, the average award was $170,481 for non-employee directors and $1,154,164 for the CEO. 2 Jack R. Salvetti (“Salvetti”) resigned from the Board in January 2019 (before the challenged awards were granted), and Paul Van Ostenbridge (“Ostenbridge”) joined the Board on November 26, 2019 (after the challenged awards were granted).

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4 4. In a gross and calculated overreach, the Directors awarded themselves special equity awards following the Company’s partial conversion in amounts that are patently excessive and unjustified. Specifically, on July 23, 2019, the Directors granted themselves in excess of $13 million of awards under the Incentive Plan – $884,993 for each of the seven non-employee directors and $6.97 million for Kemly (the “Conversion Grants”), as displayed in the following chart: Name Restricted Stock Stock Options Total Czerwinski $530,993 $354,000 $884,993 Hallock $530,993 $354,000 $884,993 Holland $530,993 $354,000 $884,993 Kemly $4,184,996 $2,790,002 $6,974,998 Kuiken $530,993 $354,000 $884,993 Massood $530,993 $354,000 $884,993 Randall $530,993 $354,000 $884,993 Van Dyk $530,993 $354,000 $884,993 Total $13,169,949 5. As described in detail below, the Conversion Grants were (a) the culmination of a “10-step” internal process that was substantially complete, but not disclosed, when the Directors sought approval of the Incentive Plan; (b) based on an Incentive Plan that was, unbeknownst to stockholders who were never told, specifically designed to be large enough to accommodate the grants; (c) based on a cherry-picked set of purported “peer companies” that had been deliberately designed to favor outlier companies that had made the largest conversion grants; and (d) the

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5 byproduct of professional advice from a compensation consultant who expressly disclaimed the peer selection process that the Directors used. PARTIES 6. Plaintiff Fredric D. Pascal owns 500 shares of Columbia Financial common stock, which he purchased in the Company’s April 2018 Minority Stock Offering (defined below) and has held continuously since. 7. Nominal Defendant Columbia Financial is a Delaware corporation with its principal place of business in Fair Lawn, New Jersey. 8. Defendant Czerwinski has served on the Board since 1994. 9. Defendant Hallock has served on the Board since 1999. He previously served as Columbia Bank’s President and Chief Executive Officer from January 2002 until his retirement in December 2011. Hallock will retire from the Board following the 2020 Annual Meeting of Stockholders on May 22, 2020 (the “2020 Annual Meeting”), but he will continue to serve as an advisory director following retirement. 10. Defendant Holland has served on the Board since 2005. 11. Defendant Kemly has served as Company’s President and Chief Executive Officer since 2011 and as a Board member since 2006.

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6 12. Defendant Kuiken has served on the Board since 1987. Kuiken will retire from the Board following the 2020 Annual Meeting, but he will continue to serve as an advisory director following retirement. 13. Defendant Massood has served on the Board since 2003. 14. Defendant Randall has served on the Board since 2003. 15. Defendant Van Dyk has served on the Board since 1994. FURTHER SUBSTANTIVE ALLEGATIONS Columbia Financial’s MHC Conversion 16. Founded in 1927 and headquartered in Fair Lawn, New Jersey, Columbia Bank is a federally chartered savings bank which operates 64 full-service banking offices in New Jersey. 17. In 1997, Columbia Bank reorganized into a mutual holding company structure. This reorganization led to the formation of Columbia Financial, MHC (the “MHC”) and Columbia Financial (i.e., the Company). Columbia Financial became the holding company of Columbia Bank, and the MHC became the federally chartered mutual holding company of Columbia Financial with ownership of all of Columbia Financial’s common stock. 18. Many mutual banks eventually convert into a stock form of ownership. In a “standard conversion,” the bank fully converts into a stock company that becomes wholly-owned by public stockholders. In an “MHC conversion,” a bank

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7 partially converts to stock form by offering its depositors a minority percentage of the total shares outstanding, with the mutual holding company maintaining majority ownership. After an MHC conversion, the bank can complete its transformation to a fully public stock form of ownership via a “second-step conversion.” 19. On April 19, 2018, the Company completed its MHC or partial conversion (the “Conversion”) by conducting a minority stock offering through which it issued 49,832,345 shares of common stock to the Columbia Bank Employee Stock Ownership Plan (“ESOP”) and to depositors of the Bank who subscribed to the offering (the “Minority Stock Offering”). A total of 3,476,675 shares were issued to the Columbia Bank Foundation, Columbia Bank’s charitable foundation, and the MHC retained ownership of the remaining 62,580,155 shares. On April 20, 2018, following completion of the Conversion, Columbia Financial’s common stock began trading on the Nasdaq Global Select Market under the ticker symbol “CLBK.” Defendants’ 2018 and 2019 Cash Compensation 20. The Board fixes the annual compensation of the Company’s non- employee directors based on recommendations from the Compensation Committee. As stated in its Charter, the Compensation Committee “shall review annually and make recommendations to the Board of Directors regarding non-employee Director compensation.” The Compensation Committee is responsible for determining the compensation of the Company’s named executive officers, including the CEO.

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8 21. During the 2018 and 2019 fiscal years, the Compensation Committee members were Holland (the Chair), Czerwinski, Kuiken, and Van Dyk. 22. In the Company’s 2018 fiscal year, the non-employee directors received (i) a cash retainer of $67,800 (except the Chairman of the Board, who received a $134,500 cash retainer); (ii) a $1,300 fee for each Board meeting attended (with the Chairman of the Board receiving $1,500 for each meeting attended); and (iii) payments to cover health insurance and life insurance premiums. Finally, the Company paid a $7,500 cash retainer to the Chairman of the Audit Committee and a $5,000 cash retainer to each member of the Nominating/Corporate Governance Committee. 23. On April 22, 2019, the Company filed a Schedule 14A Definitive Proxy Statement with the SEC (the “2019 Proxy”) in connection with its 2019 Annual Meeting of Stockholders (the “2019 Annual Meeting”). As disclosed in the 2019 Proxy and as set forth in the following chart, pursuant to the non-employee director compensation program, during the 2018 fiscal year Columbia Financial’s non- employee directors paid themselves total compensation worth $122,160 on average per director:

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9 Director Total Czerwinski $111,859 Hallock $106,926 Holland $191,866 Kuiken $108,855 Massood $133,771 Randall $106,006 Salvetti $97,700 Van Dyk $120,293 Average $122,160 24. As also disclosed in the 2019 Proxy, for the 2018 fiscal year, Kemly’s compensation package comprised (i) a base salary of $745,000, (ii) the opportunity to receive a cash bonus under two separate executive bonus programs, the Performance Annual Incentive Plan (the “PAIP”) and the Long-Term Cash Incentive Plan (the “LTIP”), and (iii) perquisites valued at $41,632. 25. Under the PAIP, executives have the opportunity to be paid an annual cash bonus that is set at a percentage of the executive’s base salary and is based on the achievement of annual performance goals. Under the LTIP, executives have the opportunity to receive a cash bonus based on the achievement of performance goals over a three-year period. During 2018, Kemly received $530,184 under the PAIP and $364,721 under the LTIP. Accordingly, for the 2018 fiscal year, Kemly received a total compensation package valued at $1,681,487.

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10 26. According to the 2019 Proxy, in 2018, the Compensation Committee retained the services of GK Partners, Inc. (“GK”), a compensation consulting firm run by Greg Keshishian (“Keshishian”). GK was retained to, among other things, “perform a competitive assessment of the Company’s executive and director compensation programs.” In July 2018, GK presented its report, titled “Senior Management and Non-Employee Directors 2018 Compensation Review” to the Compensation Committee (the “2018 Compensation Report”). 27. In its review, GK analyzed the non-employee director and executive compensation packages of 19 peer banks that were selected based on asset size, profitability, rates of return, market capitalization, location and lines of business (the “2018 Peers”). According to the 2018 Compensation Report, the 2018 Peers paid their non-employee directors an average compensation package of $118,615. The median was $106,053, and the amounts ranged from $94,222 at the 25th percentile to $131,547 at the 75th percentile. Only one of the 19 companies topped $200,000, with Flushing Financial Corp. (“Flushing Financial”) paying its non-employee directors an average of $227,040. At $122,160, Columbia Financial’s non-employee director compensation package was slightly above the average and the median. 28. According to the 2018 Compensation Report, the average compensation paid to CEOs in the 2018 Peer group was $2.27 million and the

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11 median was $1.66 million. Thus, with total compensation of $1.68 million, Kemly was a tick above the median. 29. As disclosed in Columbia Financial’s Schedule 14A Definitive Proxy Statement filed with the SEC on April 10, 2020 (the “2020 Proxy”), the Board used the 2018 Compensation Report “for purposes of determining 2019 compensation” for both the Company’s non-employee directors and executive officers. In so doing, the Board determined not to make any changes to the non-employee director compensation program for 2019. As disclosed in the 2020 Proxy, the non-employee director compensation program for 2019 was kept exactly the same, resulting in the following payments to the Company’s non-employee directors (not including the Conversion Grants): Director3 Total Czerwinski $126,252 Hallock $130,868 Holland $208,462 Kuiken $123,293 Massood $140,338 Randall $112,573 Van Dyk $133,293 Average $139,297 3 Salvitti, who resigned in January 2019, and Ostenbridge, who joined the Board on November 26, 2019, are excluded.

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12 30. With respect to the CEO, the Compensation Committee increased Kemly’s salary from $745,000 to $775,000. Thus, for 2019, Kemly received a $775,000 base salary, cash payments of $486,996 under the PAIP (based on a maximum opportunity to receive as much as $629,688) and $362,739 under the LTIP, and perquisites valued at $181,941. In total, Kemly received $1,806,676 in compensation (not counting the Conversion Grant). 31. GK conducted another review of the Company’s non-employee director and executive compensation program in June 2019. This time, GK used an updated set of 20 peer banks (the “2019 Peers”) and prepared a report titled “Senior Management and Non-Employee Directors 2019 Compensation Review” (the “2019 Compensation Report”). The 2019 Compensation Report showed that the 2019 Peers paid their non-employee directors $122,761 on average. The median was $105,784, and the amounts ranged from $96,142 at the 25th percentile to $117,045 at the 75 th percentile. Only two companies, Flushing Financial (at $225,065) and Eagle Bancorp Inc. (at $319,792) topped $200,000. At an average of $139,297, Columbia Financial’s non-employee directors found themselves slightly above the 75th percentile. 32. The 2019 Compensation Report showed that the companies in the 2019 Peer group paid their CEOs an average bonus of just over $2 million and a median

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13 award of $1.97 million. Counting the portion of the PAIP that Kemly failed to earn, he was right at the median. The Board Creates the Incentive Plan and Approves the Conversion Grants 33. As noted above, a practice has developed in which the insiders of banks that undergo mutual-to-stock conversions issue special equity awards to themselves following the conversion. These awards typically are issued a little more than a year after the conversion so as to avoid the regulations imposed by the Board of Governors of the Federal Reserve System (the “FRB”) regarding stock-based incentive compensation plans adopted within the first year following a conversion. 34. In the prospectus filed in connection with the Minority Stock Offering, the Company indicated that it intended to adopt an equity incentive plan following the Conversion, but did not indicate or provide any information about the large Conversion Grants the Directors had planned. 35. In Proposal 2 of the 2019 Proxy (“Proposal 2”), the Board sought stockholder approval of the Incentive Plan, which included a reserve of 7,949,996 shares of Columbia Financial common stock for equity awards to the Company’s 651 employees, officers, and non-employee directors. 36. On June 6, 2019, the Company’s stockholders approved the Incentive Plan (albeit, as described below, based on the Directors’ false and misleading disclosures).

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14 37. On July 23, 2019, the Directors approved their Conversion Grants. Specifically, each non-employee director received an award of 34,038 shares of time-based restricted stock (valued at $530,993 using the $15.60 per share closing price of the Company’s common stock on the date of grant) and 83,294 stock options (valued by the Company at $354,000 using the Black-Scholes option pricing model). The restricted stock awards and options vest ratably over a five-year period. The awards continue to vest following a director’s retirement from the Board, so long as he or she continues to serve as an advisory director. 38. Kemly, the lone executive on the Board, received a Conversion Grant comprised of 134,134 shares of time-based restricted stock (valued at $2,092,490 using the $15.60 per share closing price), an award of performance-based restricted stock pursuant to which Kemly could receive up to 134,135 shares of common stock based on the achievement of performance goals over a three-year period (valued by the Company at $2,092,506), and 656,471 stock options (valued by the Company at $2,790,002 using the Black-Scholes option pricing model). Kemly’s time-based restricted stock awards and options vest ratably over a five-year period. 39. In total, the Directors granted themselves over $13 million of equity awards, a grand total of 1,746,064 shares, roughly 22% of the total shares reserved under the Incentive Plan. As shown in the following chart, each non-employee director received $884,993 worth of awards, while Kemly received $6,974,998:

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15 Name Restricted Stock Stock Options Total Czerwinski $530,993 $354,000 $884,993 Hallock $530,993 $354,000 $884,993 Holland $530,993 $354,000 $884,993 Kemly $4,184,996 $2,790,002 $6,974,998 Kuiken $530,993 $354,000 $884,993 Massood $530,993 $354,000 $884,993 Randall $530,993 $354,000 $884,993 Van Dyk $530,993 $354,000 $884,993 Total $13,169,949 40. On April 10, 2020, the Company filed its 2020 Proxy in connection with its 2020 Annual Meeting. According to the 2020 Proxy, mutual holding companies that undertake conversions typically issue “larger” equity awards to executives and directors than the typical annual equity awards at other public financial institutions. As further described in the 2020 Proxy, the Compensation Committee, with the help of its special consultant, McLagan, developed a special “peer group” of 15 converted banks that the Directors used to determine the Conversion Grants (the “Conversion Peer Group”). 41. The Conversion Peer Group comprised the following companies, displayed below along with the type of conversion undertaken and the date the conversion was completed:

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16 Name Type Date Beneficial Bancorp, Inc. ("Beneficial") Second-Step 1/13/2015 Blue Hills Bancorp, Inc. ("Blue Hills") Standard 7/22/2014 Clifton Bancorp, Inc. ("Clifton") Second-Step 4/2/2014 Entegra Financial Corp. ("Entegra") Standard 10/1/2014 First Connecticut Bancorp, Inc. ("First Cnct") Standard 6/30/2011 First Northwest Bancorp ("First Northwest") Standard 1/30/2015 Franklin Financial Corporation ("Franklin") Standard 4/28/2011 HarborOne Bancorp, Inc. ("HarborOne") MHC 6/30/2016 Home Trust Bancshares, Inc. ("Home Trust") Standard 7/11/2012 Investors Bancorp, Inc. ("Investors Bancorp") Second-Step 5/8/2014 Kearny Financial Corp. ("Kearny") Second-Step 5/9/2015 Meridian Bancorp, Inc. ("Meridian") Second-Step 7/29/2014 Northfield Bancorp, Inc. ("Northfield") Second-Step 1/25/2013 Oritani Financial Corp. ("Oritani") Second-Step 6/24/2010 Provident Bancorp, Inc. ("Provident") MHC 7/16/2015 42. The following two charts show the grant date fair value of the awards received by the non-employee directors and CEOs at the companies in the Conversion Peer Group shortly following their respective conversions:

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17 Name NEDs4 Name CEO Investors Bancorp $2,159,400 Investors Bancorp $16,699,999 Oritani $1,746,106 Oritani $7,435,698 Beneficial $929,253 Beneficial $6,787,740 Kearny $928,184 Kearny $5,439,680 First Cnct $760,332 HarborOne $4,419,639 Northfield $687,150 Blue Hills $3,943,200 HarborOne $530,752 Northfield $3,599,150 Blue Hills $513,347 Meridian $3,573,750 Clifton $488,991 First Cnct $3,234,691 Home Trust $381,089 Clifton $2,389,338 Franklin $340,420 Home Trust $2,151,243 Meridian $285,900 Franklin $1,702,100 First Northwest $215,900 Provident $1,362,476 Provident $145,995 First Northwest $952,500 Entegra $135,779 Entegra $786,720 43. With respect to directors, the Conversion Peer Group ranges from Entegra, whose non-employee directors received an average award of $135,779, to Investors Bancorp, whose non-employee directors received an average award of $2,159,400. The median company, Blue Hills, awarded its non-employee directors $513,347. With respect to CEOs, the dataset ranges from the $786,720 received by the CEO of Entegra to the $16,699,999 received by the CEO of Investors Bancorp, with the median award represented by Meridian, whose CEO received $3,573,750. 4 Chart shows the average award per director.

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18 44. Despite the fact that the Directors carefully chose these “peers,” the $884,993 equity award received by Columbia Financial’s non-employee directors was 72.4% more than the median, while Kemly’s $6,974,998 award was 95.17% more than the median. The Conversion Grants appear strangely outsized, then, based on the median of the Directors’ preferred peer group. However, because the Company’s non-employee directors rank 5th, and Kemly 4th, among the Conversion Peer Group, the Directors sought to create the appearance that their Conversion Grants were within at least some range of reasonableness merely based on the fact that awards at a handful of other banks were even larger. As explained below, this tactic falls apart when it becomes apparent that the Conversion Peer Group is comprised largely of outliers. The Directors Cherry-Picked the Conversion Peer Group 45. As an initial matter, despite the representation in the 2020 Proxy that converted mutual holding companies grant “larger” equity awards than the typical public bank, the reality is that, for the vast majority of converted banks, these special grants are not that large after all. For example, in Laidlaw v. Beneficial Bancorp, Inc., (Cir. Ct. Balt.e City, Md. 2018) (the “Beneficial Action”), a stockholder derivative action challenging the conversion awards granted by Beneficial (one of the companies in the Conversion Peer Group), the Amended Complaint included a list of 72 companies that had recently undergone a mutual-to-stock conversion.

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19 Among these 72 companies, the median award for non-employee directors was just $87,884 and the average award was $210,343. Forty of these 72 companies (55.55%) awarded their non-employee directors an average grant of less than $100,000, and an additional 19 (26.39%) awarded between $100,000 and $300,000 per director. Only nine of the 72 companies (including Clifton, Blue Hills, Northfield, First Cnct, Oritani, and Investors Bancorp, all selected by the Directors to join their Conversion Peer Group) awarded over $488,000, with just two (Oritani and Investors Bancorp) over $850,000. (Kearny and HarborOne, which had not yet made awards, would soon join the top of this list, and were also included in the Conversion Peer Group.) 46. Similarly, with respect to CEO awards, the median was just $512,320 and the average was $1,213,189. Exactly half (36) of the 72 companies awarded less than $500,000 to the CEO, 15 awarded between $500,001 and $1,000,000, and another ten awarded between $1,000,001 and $2,000,000. Only 11 companies awarded their CEO more than $2 million (including HomeTrust, Clifton, First Cnct, Meridian, Northfield, Blue Hills, Oritani, and Investors Bancorp, all Conversion Peer Group companies), with just two (Oritani and Investors Bancorp) over $5 million. 47. As another comparator, McLagan advised the Compensation Committee to favor companies that had, like Columbia Financial, undergone an MHC, i.e., a partial conversion, and to favor more recent conversions over older

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20 ones. The following two charts show the grant date fair value of the post-conversion awards to non-employee directors and CEOs at all nine companies that underwent an MHC conversion between January 1, 2015 and late 20185: Name6 N E D s 7 Name CEO Columbia Financial $884,993 Columbia Financial $6,974,998 HarborOne $530,752 HarborOne $4,419,639 PDL $411,038 PDL $2,055,363 Provident $145,995 Provident $1,362,476 Community $130,473 FFBW $617,403 FFBW $82,255 Community $544,580 Cincinnati Bancorp $29,518 Cincinnati Bancorp $111,636 SSB $23,738 SSB $109,611 Seneca $10,080 Seneca $12,600 48. Looking at this more representative sample, the extent to which Columbia Financial’s Directors chose to enrich themselves becomes much more apparent: the average award issued to non-employee directors at these other companies was $170,481 and for the CEOs the average award was $1,154,164. 5 See https://www.spglobal.com/marketintelligence/en/news-insights/latest-news- headlines/46746373. 6 The names of the following banks are abbreviated in the chart: SSB Bancorp, Inc. (“SSB”), Seneca Financial Corp. (“Seneca”), FFBW, Inc. (“FFBW”), PDL Community Bancorp (“PDL”), and Community First Bancshares, Inc. (“Community”). 7 Chart shows the average award per director.

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21 49. Thus, the Conversion Peer Group was not the representative sample of the “larger” equity awards granted by all converted banks that it purported to be. Instead, the Conversion Peer Group was a carefully-constructed assembly of the Directors’ now fellow outliers who collectively represent a fringe slice of a market practice that otherwise predominantly involves modestly sized post-conversion equity awards. 50. As described further below, having been advised at the outset to select a peer group “carefully,” the Compensation Committee (with the Board’s approval) focused on the largest conversion awards issued at other banks, casting off other more representative companies whose directors had awarded themselves comparatively much less. 51. In other words, the Directors chose to pay themselves unfair awards that they knew were well above prevailing market practice, and to place themselves in the notorious company of other directors who likewise took advantage of their stockholders. As discussed below, the Directors were always intent on giving themselves outsized awards and they never changed course after embarking on a “10-step” process that began in October 2018. 52. On October 23, 2018, the Compensation Committee held a meeting, which Kemly joined (the “October Meeting”). Chris Gattuso of Kilpatrick Townsend (“KT”), the Company’s legal counsel, and Keshishian of GK Partners

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22 were also present. At this meeting, Gattuso made a presentation to the Compensation Committee which focused on the “Next Steps” necessary to accomplish the Conversion Grants (the “KT October 2018 Presentation”). The “Next Steps” comprised ten “Action Items,” which were carefully planned out with specific timelines. 53. First, the Board would hold an “education session” in November 2018. Second, in the first quarter of 2019, the Compensation Committee would meet and, with the help of a compensation consultant, authorize the preparation of terms and conditions for a new equity incentive plan (i.e., the Incentive Plan). In steps three through five outside counsel would prepare the initial term sheet for the Incentive Plan’s terms and conditions, followed by the Compensation Committee and the Board, respectively, approving those terms and conditions (scheduled for late March/early April). In step six, the Incentive Plan would be presented to the Company’s stockholders at the 2019 Annual Meeting, and following approval, an S- 8 would be filed with the SEC registering the shares reserved under the Incentive Plan (step seven). In step eight, the Compensation Committee would “meet to determine specific awards under Plan in consultation with its compensation consultant (this may involve one or more meetings of the Committee).” In step nine, the Compensation Committee would “make[] recommendations to the full Board as to equity awards for named executives and non-employee directors.” And finally,

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23 in step ten, the Board would “review[] Committee recommendations and following approval of the Board of such recommendations, awards are made to executives and non-employee directors.” 54. In November 2018, the Board held an “education session” in which a representative of KT made a presentation (the “KT November 2018 Presentation”), which included the 10 “Next Steps” that needed to be accomplished. The Board was specifically cautioned at this time that “following several court decisions, there is now a more onerous rule applied to board decisions on compensation matters,” namely, the “entire fairness” standard, and that there would be “difficulty” in getting a case dismissed under this standard. Accordingly, the Board would need to, among other things, pay “careful consideration of the peer group selected” before granting equity awards. 55. On December 17, 2018, the Compensation Committee convened its next meeting, which Kemly, Gattuso, and Keshishian joined (the “December Meeting”). At this time, the Compensation Committee interviewed McLagan to serve as the Compensation Committee’s special consultant for the Conversion Grant process. As described in the minutes of the December Meeting, Bryan Lemke (“Lemke”) of McLagan “introduce[d] his proposal to serve as a special committee in connection with the” Conversion Grant. If engaged, Lemke explained how McLagan “could assist in designing the [P]lan, and developing potential strategies

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24 for distributing equity awards to executives, directors, and other key officers.” As part of the engagement, McLagan would assist the Compensation Committee in developing a “peer group” of other recently converted organizations that had made post-conversion equity grants. 56. At the December Meeting, Lemke distributed a presentation titled “Conversion Peer Group,” dated December 14, 2018 (the “McLagan December 2018 Presentation”). The presentation identified 26 “Potential Peers,” including all 15 companies that eventually made the Conversion Peer Group, and was highlighted by the inclusion of conspicuous and ill-foreboding outliers such as Investors Bancorp, Oritani, Beneficial, and Kearny. The 26 “Potential Peers” included three companies that underwent MHC conversions, eight companies that underwent standard conversions, and another 15 companies that underwent second-step conversions. 57. At the conclusion of the December Meeting, the Compensation Committee agreed to retain McLagan. In a special Board meeting held that same day, the Board was apprised of McLagan’s retention. An official retainer letter was signed on December 21, 2018. 58. Of the 26 “Potential Peers,” McLagan advised the Compensation Committee to select between 18 and 23 of them for a final peer group (i.e., to remove anywhere between three and eight of the companies). The Compensation Committee

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25 ultimately removed 11 of the peers, and approved the remaining 15 at a meeting held on January 23, 2019 (the “January Meeting”). 59. With respect to the 11 companies removed from the working list, the following two charts show the value of the awards granted to the non-employee directors and CEOs at those companies following their respective conversions: Name NEDs8 Name CEO Territorial Bancorp $849,384 Territorial Bancorp $4,244,953 Waterstone Financial $715,000 Waterstone Financial $3,673,500 Charter Financial $266,469 Charter Financial $1,756,462 Northwest Bancshares $225,960 Rockville Financial $1,405,128 Rockville Financial $124,130 Northwest Bancshares $838,000 OmniAmerican Banc. $115,870 Capitol Federal Fin. $769,778 Viewpoint Financial $96,968 Viewpoint Financial $732,652 Capitol Federal Fin. $87,556 OmniAmerican Banc. $722,238 Fox Chase Bancorp $69,308 SI Financial $579,250 SI Financial $33,000 Fox Chase Bancorp $255,520 Cincinnati Bancorp $29,518 Cincinnati Bancorp $111,636 60. The Compensation Committee’s selection process is cherry-picking at its finest. First, out of the 26 companies, the Compensation Committee removed the companies with the seven lowest conversion awards to non-employee directors. These same seven removed companies also represented seven of the eight lowest awards granted to the CEO. By removing the lowest-paying companies, the Compensation Committee substantially raised the median and average awards of the 8 Chart shows the average award per director.

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26 final peer group. The removal of Capital Federal is perhaps the most striking example of the results-oriented selection process. Capital Federal was the second largest of the 26 “Potential Peers” at the time of its conversion, but the Compensation Committee was sure to exclude it on account of the modest size of its conversion awards ($87,556 for non-employee directors and $769,778 for the CEO). 61. Second, the Compensation Committee manufactured reasons to keep in the highest-paid peers. For example, McLagan recommended “more recent conversions” and “larger institutions at the time of their conversion.” Of the 11 removed peers, eight had conversions more recently than Oritani and three were larger than Oritani at the time of their conversion. But Oritani ($1,746,106 for its non-employee directors and $7.44 million for its CEO) and Northfield ($687,150 for its non-employee directors and $3.6 million for its CEO) were both kept in purportedly “due to their New Jersey location.” 62. Third, the inclusion of second-step conversions (Investors Bancorp, Oritani, Beneficial, Kearny, Northfield, Clifton, and Meridian) is highly questionable at best. Each of these companies had, years earlier, undergone an MHC conversion and received equity awards following that process. The Compensation Committee could have either used those awards as a comparator or not used those companies at all. Indeed, at the January Meeting, McLagan advised the Compensation Committee that preference should be “given to MHC conversions”

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27 over second-step conversions. And in fact, as described further below, McLagan’s initial proposed grant ranges utilized only MHC and standard conversions, only to be “refined” later following “additional conversations” with the Compensation Committee and the Board. In at least one presentation, McLagan even noted that “the Second Step peers likely granted equity following their MHC conversion as well.” But of course, leaving out second-step conversions was not an attractive option for the Directors, as these conversions included the four largest awards given in recent memory (Investors Bancorp, Oritani, Beneficial, and Kearny). 63. And fourth, with respect to two of the companies in the Conversion Peer Group, Beneficial, and Investors Bancorp, the directors agreed to rescind substantial portions of their conversion grants after being sued for breach of fiduciary duty. Remarkably, the Directors were aware of this when they included the Beneficial and Investors Bancorp awards in their Conversion Peer Group on an unadjusted basis. 64. In the Beneficial Action, each of the non-employee directors forfeited $300,000 of equity awards (with one non-employee director forfeiting $370,000), while each of the non-employee directors of Investors Bancorp forfeited $900,000 of equity awards, with the CEO forfeiting his entire award. Not only did the Compensation Committee include these companies as peers, but it also used the value of pre-forfeiture awards despite McLagan specifically informing them that it

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28 was “important to note that directors at Beneficial and Investors forfeited a portion of their awards as a result of shareholder litigation.” 65. In addition to the 26 “Potential Peers,” the McLagan December 2018 Presentation also included five additional companies (the “Additional Peers”) that had recently undergone an MHC conversion: SSB, Seneca, FFBW, PDL, and Community. These companies were recent MHC conversions, the preferred type of company to be included in the Conversion Peer Group. As of December 2018, these five companies had “not yet disclosed post-conversion awards due in part to the recent close of their conversions.” The following two charts show the value of the conversion awards ultimately made at these companies: Name NEDs Name CEO PDL $411,038 PDL $2,055,363 Community $130,473 FFBW $617,403 FFBW $82,255 Community $544,580 SSB $23,738 SSB $109,611 Seneca $10,080 Seneca $12,600 66. Following the Board’s approval of the Conversion Peer Group on January 23, 2019, exactly six months would pass before the Conversion Grant was made. By then, three of these companies (PDL, FFBW, and Community) had already made and disclosed (either in a proxy or in Form 4 filings) their respective conversion awards. The data was therefore readily available to the Directors. As

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29 shown above, these companies issued very modest awards (with even PDL issuing relatively modest awards compared to the Conversion Grant). But inclusion of this data set would ruin the Defendants’ perfectly-constructed sample of outliers. And so, none of the Additional Peers were added to the Conversion Peer Group. 67. Indeed, likely recognizing that the Conversion Peer Group was improperly constructed, McLagan conspicuously sought to distance itself from the Directors’ decisions. Following the selection of the Conversion Peer Group, McLagan’s presentations (described further below) opened with the following disclaimer: Peer data is provided as context, but it should not dictate grant strategy. Alignment with peer conversion grant practices is not a matter of market compensation competitiveness. In addition, while large grants have been common following conversions in the past, they stand out compared to general market equity grant practices and are increasingly scrutinized. (the “Disclaimer”). The Board Designs the Incentive Plan to Accommodate the Conversion Grants 68. After approving the Conversion Peer Group, the Compensation Committee moved to Step 2: designing the Incentive Plan, including the size of the share reserve. On March 5, 2019, the Compensation Committee convened a meeting, which Kemly, Lemke, and Gattuso joined (the “March 5 Compensation Committee Meeting”). As described in the minutes of the March 5 Compensation

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30 Committee Meeting, to aid the Compensation Committee in deciding how many shares to reserve in the Incentive Plan Lemke was asked to “provide[] the [Compensation] Committee with initial broad, estimated equity grant ranges in order to determine the size of the share pool authorization for the equity plan, based on equity plans adopted by recently converted institutions.” This is a remarkably backwards approach. While directors typically conform awards to an equity plan, here the Directors were working the other way around – designing the Incentive Plan to ensure that it could accommodate their anticipated Conversion Grants. 69. In response to this request, at the March 5 Compensation Committee Meeting, Lemke provided a presentation, dated March 1, 2019, titled “Post- Conversion Equity Grants – Potential Range Estimates” (the “McLagan March 1 Presentation”). According to this presentation, McLagan was still “currently conducting market research” based on the Conversion Peer Group that had recently been approved, but had been asked to “provide initial broad, estimated equity grant ranges in order to frame expectations for the planning process.” Based on “preliminary research” that focused on MHC and standard conversions, McLagan estimated a grant range of $350,000 to $750,000 for non-employee directors and $6 million for the CEO. As described in the minutes of the March 5 Compensation Committee Meeting, Lemke stated that these numbers were “solely to assist the Committee in designing the plan and that recommendations on proposed grant

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31 ranges will be refined and presented at a later date and the estimate provided could very well change based upon a number of factors.” As further stated in the McLagan March 1 Presentation, McLagan would “deliver formal grant recommendations following a review of market information, qualitative factors, and additional conversations with Columbia Bank.” 70. Also at the March 5 Compensation Committee Meeting, Gattuso made a presentation highlighting the “standard terms and conditions” of the proposed equity plan, which included a discussion titled “Proposed Equity Incentive Plan: Discussion of Terms and Conditions” (the “KT March 5 Presentation”). Following a discussion of the “standard terms and conditions,” the Compensation Committee “agreed to authorize the preparation of a draft term sheet for the proposed plan for consideration by the [Compensation] Committee at its next meeting,” (the “Term Sheet”) with various “open items” (including the aggregate share reserve) to be filled in later. 71. In addition to determining the aggregate share reserve under the Incentive Plan, the KT March 5 Presentation indicated that the “open items” included the “Treatment of Non-Employee Director Award[s].” 72. In December 2017, the Delaware Supreme Court held in In re Investors Bancorp, Inc. S'holder Litig., 177 A.3d 1208 (Del. 2017) that director self- compensation decisions are subject to entire fairness review (as opposed to the

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32 director-friendly business judgment rule standard) unless (a) stockholders specifically approve the compensation in question or (b) the compensation resulted from the operation of a self-executing stockholder-approved plan (one in which the directors have no discretion over their compensation) (the “Investors Bancorp Decision”). Prior to the Investors Bancorp Decision, directors could receive business judgment rule protection for their awards if the awards were issued under an equity incentive plan with “meaningful limits” on the size of awards. At the March 5 Compensation Committee Meeting, KT advised that the Compensation Committee would need to decide what type of director limit to put in the Incentive Plan. 73. On March 25, 2019, the Compensation Committee convened a meeting, which Kemly, Lemke, Gattuso, and Keshishian also joined (the “March 25 Compensation Committee Meeting”). At this meeting, Lemke made a presentation, dated March 22, 2019, titled “Post-Conversion Equity Grants – Market Practice Summary & Analysis” (the “McLagan March 22 Presentation”). KT also presented the draft Term Sheet outlining the Incentive Plan’s terms and conditions, subject to the remaining “open items,” including the aggregate share reserve, where the Compensation Committee was considering two numbers: 7,949,997 and 7,463,262. 74. As explained in the Overview of its March 22 Presentation, McLagan had “conducted market research based on an approved peer group” and compiled

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33 “both summary data as well as detailed peer-by-peer views of conversion grants.” McLagan’s March 22 Presentation included the Disclaimer followed by a table, titled “Grant Date Fair Value – Total Equity,” which laid out the grant date fair value of the conversion awards at each Conversion Peer Group. 75. As described in the minutes of the March 25 Compensation Committee Meeting, Lemke “presented the [Compensation] Committee with a report that contained summary data as well as detailed peer-by-peer review of conversion grants in an effort to have an understanding of past market practices surrounding actual award values, number of shares, percentage of approved pool granted, and other quantitative market-based parameters.” The report “detailed a full summary of market information along with an analysis of relevant peers’ grant methodologies.” 76. With this information in hand, the Compensation Committee was able to finish designing the Incentive Plan (i.e. Step 2). As further stated in the minutes of the March 25 Compensation Committee Meeting, “this presentation was for purposes of allowing the Committee to address the open issues on design of the plan…” Following the March 25 Compensation Committee Meeting and a further Compensation Committee meeting on April 2, 2019 (the “April 2 Compensation Committee Meeting”), all of the “open items” were resolved. Among other things, the Compensation Committee determined to use the 7,949,997 aggregate share reserve (later reduced by a share to 7,949,996) and include a $1.2 million annual

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34 limit on the amount of cash and equity that could be awarded to a non-employee director. 77. At the conclusion of the April 2 Compensation Committee Meeting, the Committee approved the Term Sheet as modified (completing Step 3), and agreed to recommend the Term Sheet to the Board for approval (completing Step 4). The Compensation Committee “further approved and directed [KT] to prepare the draft of the [Plan], consistent with the approved Term Sheet.” 78. Following the April 2 Compensation Committee Meeting, the Board convened a meeting with Lemke, Gattuso, and Keshishian also in attendance (the “April 2 Board Meeting”). As described in the minutes, the purpose of the April 2 Board Meeting was to serve as an “education session for the Board to understand the terms and elements of the proposed plan and be ready to consider the adoption of the [Incentive Plan] at the April 16, 2019 meeting.” Gattuso reviewed, among other things, the “standard terms and conditions of the proposed plan,” and “presented the Board with an overview of the plan process to date and the various meetings held by the Compensation Committee in reviewing and developing the peer group and the terms of the proposed [Incentive Plan].” 79. At the same meeting, Lemke presented a report, dated April 1, 2019, titled “Post-Conversion Equity Grants – Pool Modeling and Market Data Summary” and prefaced with the Disclaimer (the “April 1 McLagan Presentation”). The April

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35 1 McLagan Presentation included, among other things, a list of the Conversion Peer Group and a summary of the value of the awards issued by those peers in connection with their respective conversions. 80. As further described in the minutes of the April 2 Board Meeting, Lemke reviewed with the Board, among other things, “the peer gr oup that was approved by the Compensation Committee…and [the] value of awards made by the peer group companies following their conversion transactions.” 81. On April 16, the Board adopted resolutions approving the Incentive Plan and its presentation to stockholders for approval at the 2019 Annual Meeting (Step 5 was completed). The Board Procures Stockholder Approval of the Incentive Plan . . . Based on a False and Misleading Proxy 82. On April 22, 2019, the Company filed its 2019 Proxy, which sought stockholder approval of the Incentive Plan in Proposal 2. 83. As stated in Proposal 2, prior to the MHC Conversion, the Company was unable to issue equity-based compensation because all of the Company’s common stock was held by the MHC. As of April 16, 2019, the Company had 651 employees (including executive officers) and non-employee directors. 84. As discussed above, in the first quarter of 2019 the Compensation Committee specifically designed the terms of the Incentive Plan to accommodate the

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36 large awards the Directors contemplated for themselves, having even asked McLagan to provide them with potential grant ranges so that plan capacity would not be an issue. Moreover, by the time the Board adopted the Incentive Plan on April 16, 2019, the Directors had finished their market research and reviewed “detailed peer-by-peer views of conversion grants.” 85. But the 2019 Proxy told stockholders exactly nothing about the anticipated Conversion Grants and the Board’s substantially advanced process of issuing those awards, instead leading stockholders to believe that the Incentive Plan had been designed as a routine equity compensation plan for the Company’s over 650 employees and directors. This could not have been further from the truth. 86. Indeed, on June 7, 2019, one day after the Incentive Plan was approved by stockholders, the Compensation Committee Chairman specifically noted that “given the detailed materials that have been reviewed by the [Compensation] Committee to date and the discussions held in past meetings,” the Directors were ready to formulate grant recommendations. 87. In asking stockholders to approve the vehicle that the Directors would use to engage in a $13 million self-dealing transaction, the Board indicated that the shares reserved under the Incentive Plan would be used for a variety of vaguely beneficial purposes, including to ensure the Company’s “continued future success,” which “depends in part on [its] ability to attract, motivate and retain the talented and

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37 highly qualified employees and non-employee directors necessary for [the Company’s] continued growth and success.” 88. The 2019 Proxy further stated that the Company’s “ability to offer equity-based compensation” was “an important step in [the Company’s] ability to compete for talent within [its] marketplace.” Most of the Company’s competitors offer equity-based compensation to their employees and non-employee directors, the 2019 Proxy noted, and if the Incentive Plan was not approved, the Company would be “at a significant disadvantage as compared to [its] competitors to attract and retain [its] executives as well as directors,” which “could affect [the Company’s] ability to achieve [its] business plan growth and goals.” 89. The 2019 Proxy further stated that the ability to issue equity-based compensation would enable the Company’s “employees, officers and non-employee directors…upon whose judgment, initiative and efforts Columbia Financial has depended and continues to largely depend for the successful conduct of its business, to acquire an ownership stake in Columbia Financial, thereby stimulating their efforts on behalf of Columbia Financial and strengthening their desire to remain with Columbia Financial.” 90. In this way, the Incentive Plan would help “foster[] a pay-for- performance culture” because equity-based compensation would “motivate[] employees to create stockholder value because the value employees realize from

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38 equity-based compensation is based on Columbia Financial’s stock price performance.” Equity-based compensation would also “align[] the compensation interests of [the Company’s] employees with the investment interests of [the Company’s] stockholders and promote[] a focus on long-term value creation because Columbia Financial’s equity-based compensation awards can be subject to vesting and/or performance criteria.” On the other hand, if the Incentive Plan was not approved, the 2019 Proxy warned that the Company would “have to rely entirely on the cash component of its employee compensation program to attract new employees and to retain [its] existing employees, which may not necessarily align employee compensation interests with the investment interests of Columbia Financial stockholders as well as the alignment achieved by equity-based awards.” 91. As described in detail above, however, the Incentive Plan had another purpose, one that was paramount to the Directors and yet not disclosed to stockholders: namely, to fund the upcoming Conversion Grants. Indeed, the Directors had previously identified stockholder approval of the Incentive Plan as Step 6 in a 10 Step process that would culminate with the Conversion Grants, and the Directors specifically designed the Incentive Plan to accommodate the Conversion Grants. None of this was disclosed, however. 92. Instead, as detailed above, the Board touted the Incentive Plan’s abstract beneficial purposes (such as its importance in attracting, motivating, and

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39 retaining employees, in saving cash, and in promoting a pay-for-performance culture). Certainly, in determining whether to vote in favor or against the Incentive Plan, stockholders would find it important to know that the shares – indeed over 20% of them, as it turned out – were earmarked for the Conversion Grants, which was a specifically intended use for the Incentive Plan and the type of transaction that the Compensation Committee’s own advisor described as one that “stand[s] out compared to general market equity grant practices” and that is “increasingly scrutinized.” 93. As described above, many of the Incentive Plan’s most important features (including the aggregate share reserve of 7,949,996 and the $1.2 million annual limit on director compensation) were specifically designed with the Conversion Grants in mind. In Proposal 2, however, the 2019 Proxy disclosed only that the Board had considered a “number of factors” in selecting 7,949,996 as the aggregate share reserve, but made no mention whatsoever of the upcoming Conversion Grants. And instead of disclosing that the $1.2 million annual director limit was intended to accommodate the contemplated “large” conversion grants, the 2019 Proxy described this provision as somehow an “equity compensation plan best practice[].” 94. By the time the 2019 Proxy was filed, the Compensation Committee had selected the Conversion Peer Group and examined the value of the awards that

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40 each of those companies issued following their respective conversions. As described below, these facts were not disclosed until the 2020 Proxy, nine months after the Conversion Grants were made. But stockholders would have found these facts much more useful had they been prese nted in the relevant decision-making context, namely whether to approve the Incentive Plan. 95. Given the advanced stage of the Conversion Grant process, it was highly misleading for the Board to conceal all of its detailed planning and timelines and hide behind the disclosure that “the benefits and amounts that will be received or allocated under the 2019 Equity Plan are not determinable at this time.” 96. The 2019 Proxy’s lack of disclosure is all the more egregious given the Board’s disclosure of other very specific anticipated uses of the Incentive Plan’s shares. As disclosed in Proposal 2, “[i]f the 2019 Equity Plan is approved, it is anticipated that one-half of the cash awards granted to executives for the 2018 –  2021 performance period under Columbia Financial’s existing [LTIP] will be replaced with equity awards and that all of the [LTIP] cash awards granted for the 2019 – 2022 performance period will be replaced with equity awards.” In fact, at the April 2 Compensation Committee Meeting, the Compensation Committee was informed that this anticipated use would be included in the 2019 Proxy. Disclosure of the anticipated Conversion Grants apparently was not deemed important.

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41 97. Likewise, the 2019 Proxy disclosed that in “connection with the hiring of our Executive Vice President, Head of Consumer Banking, Columbia Financial agreed that, in the event the Company received stockholder approval of the [Plan], the executive would receive $125,000 of Full Value Awards as part of her compensation package with Columbia Financial.” Yet, again, nothing about the roughly $13 million in anticipated Conversion Grants was disclosed. 98. The Conversion Grant process continued to develop after the 2019 Proxy was filed but before the 2019 Annual Meeting. No update was provided to stockholders. 99. Specifically, on May 20, 2019, still 17 days before the 2019 Annual Meeting, the Compensation Committee convened a meeting (the “May 20 Compensation Committee Meeting”). All four Compensation Committee members attended, as did Kemly, Lemke, Gattuso, and Keshishian. At the May 20 Compensation Committee Meeting, Lemke presented a report, dated May 17, 2019, titled “Post-Conversion Equity Grants – Preliminary Straw Models” (the “May McLagan Presentation”). According to the minutes of the May 20 Compensation Committee Meeting, the purpose of the meeting and the May McLagan Presentation was to facilitate discussion of “initial proposed grant strategies for executives and directors,” focused on “award structure, rather than award values.” At the meeting, the non-employee directors discussed awarding themselves a “‘larger’ conversion

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42 grant in 2019” that would be comprised of restricted stock (60% weight) and stock options (40% weight). With respect to awards for executives, including Kemly, the Compensation Committee discussed an allocation of 60% restricted stock (½ of which is time-vested, ½ of which is performance-vested) and 40% stock options. 100. At the May 20 Compensation Committee Meeting, a “Tentative Meeting Schedule” (the “Meeting Schedule”) was also passed around that specifically mapped out the remaining process, including the dates and times of seven meetings that would begin the day after the 2019 Annual Meeting. As disclosed in the Meeting Schedule, on June 7, 2019, the Compensation Committee planned to meet to discuss the equity grant to Kemly. The Compensation Committee scheduled meetings for June 24-25 to discuss awards to non-employee directors and others. Another Compensation Committee meeting was scheduled for July 9 to discuss any potential adjustments followed by a presentation to the full Board on July 9. This was to be followed by a final review of the Compensation Committee scheduled for July 22, and approval by the Board scheduled for July 23, 2019. 101. On May 28, 2019, nine days before the 2019 Annual Meeting, the Board convened a special meeting, where Holland reported to the Board that the Compensation Committee had met on May 20th to “review preliminary information on how the [Incentive Plan] would be implemented, if approved.”

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43 102. Despite these developments, the 2019 Proxy was never updated to include material information regarding the upcoming Conversion Grants. 103. Putting aside this failure to update stockholders prior to the 2019 Annual Meeting, based on their extensive planning and preparation, the Directors knew they would be ready to issue the Conversion Grants as soon as stockholders approved the Incentive Plan. Indeed, at the June 7, 2019 meeting held one day after the Incentive Plan was approved and described further below, Holland noted that the “significant time spent in reviewing and discussing the materials provided by the compensation consultants over these past few months” had positioned the Directors to make the “large grants” purportedly made by other “recently converted institutions.” 104. On June 6, 2019, the Company’s stockholders voted to approve the Incentive Plan based on the false and misleading 2019 Proxy. 105. Because the vote to approve the Incentive Plan was uninformed and based on a false and misleading 2019 Proxy, the vote should be deemed ineffective and the Incentive Plan, and all awards granted thereunder, should be invalidated. As Planned, the Directors Issue Their Outsized Conversion Grants 106. Following the Incentive Plan’s approval, the Directors engaged in another series of meetings culminating in the formal approval of the Conversion Grants. Most of these meetings appear to have been held on a pro forma basis to

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44 create the appearance of distance between stockholder approval of the Incentive Plan and the Conversion Grants. Indeed, as described above, the post-Annual Meeting schedule had been set well in advance and came with instructions for ensuring the appearance of deliberation. In reality, with the peer data driving their decision- making process having been prepared and reviewed during the prior months, the Directors were focused merely on further papering the record. 107. On June 7, 2019, the Compensation Committee convened a meeting, attended by Lemke and Gattuso to discuss Kemly’s Conversion Grant (the “June 7 Compensation Committee Meeting”). As described in the minutes, this meeting began with an “update” from Chairman Holland who “discussed . . . that there has been significant time spent in reviewing and discussing the materials provided by the compensation consultants over these past few months as to the various types of awards under the Plan, the manner in which peer group institutions made awards under plans adopted following a conversion transaction (including the methodology and vesting periods) and the practices of such recently converted institutions to make large grants shortly after the adoption of equity plans by such institutions in the Company’s peer group following a conversion transaction, which awards tend to be reflective of both past and future services (emphasis added).” 108. Accordingly, Holland “noted that given the detailed materials that have been reviewed by the [Compensation] Committee to date and the discussions held

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45 in past meetings, he would like to be in a position following Lemke’s presentation for the [Compensation] Committee to formulate its initial recommendation on the equity awards for the CEO today.” 109. Holland also reminded the Compensation Committee that the discussion would be centered around the assumption that 60% of Kemly’s equity award would be in the form of restricted stock (half with time-vesting and half with- performance vesting). 110. As Holland effectively acknowledged, the substantive analysis and discussions regarding the Conversion Grants had occurred several months earlier, and thus just one day after the 2019 Annual Meeting the Compensation Committee was ready to determine Kemly’s award. 111. After Holland spoke, Lemke presented a report, dated June 7, 2019, titled “Potential CEO Awards” (the “June 7 McLagan Presentation”), which referenced “potential CEO grant amounts” that ranged from $5.44 million to $7.79 million. Thus, consistent with prior discussions, a “large grant” was a given, and the only thing left to decide was just how large Kemly’s award would be. 112. After reviewing and discussing the “peer group data,” the Compensation Committee “preliminarily determined that a multiple of 9x [Kemly’s $775,000] salary,” or $6,975,000, “would be reasonable and appropriate for the CEO

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46 award.” This multiple was less than the “median total CEO grant as a multiple of salary within the second step peer group,” which was purportedly 10.05%. 113. More specifically, the following chart (based on data included in the McLagan March 22 Presentation) shows the award that each CEO in the second step peer group received as a multiple of their salary at the time: Name Salary Value of Award Multiple of Salary Investors Bancorp $1,000,000 $16,699,999 16.70 Oritani $592,088 $7,435,698 12.56 Kearny $450,000 $5,439,680 12.09 Beneficial $675,154 $6,787,740 10.05 (median) Northfield $676,000 $3,599,150 5.32 Meridian $675,000 $3,573,750 5.29 Clifton $650,000 $2,389,338 3.68 114. This further evidences the extent to which the Compensation Committee was cherry-picking its peer group. As an initial matter, using a multiple of salary to measure a “reasonable” conversion grant is illogical and arbitrary at best. For example, earlier that year, Kemly received a $30,000 salary raise; without that raise, a conversion award based on a 9x salary multiple would automatically be $270,000 less. At the same time, had the peer CEOs received higher salaries, which would lower their salary multiples, Kemly presumably would “deserve” a smaller award. Using salary multiples was simply a convenient way for the Board to manufacture a comparison that put Kemly’s award below the median. In other

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47 words, it was a contrived means for the Directors to show they were being “reasonable.” 115. But the true purpose of further narrowing the Conversion Peer Group to these particular companies, and focusing on the median award, is obvious. In so doing, only four companies had become relevant to how much Kemly would be paid: Investors Bancorp, Oritani, Beneficial, and Kearny – the four extreme outliers in a true sample size comprised of dozens and dozens of modest conversion awards awarded in the past decade. 116. In order to further prolong the process for the sake of appearances, at the conclusion of the June 7 Compensation Committee Meeting, the Compensation Committee determined to “make its final decision on the CEO multiple following its meeting with Mr. Keshishian to review the CEO’s overall compensation again, in light of the Committee’s preliminary determination.” 117. On June 24, 2019, the Compensation Committee convened a meeting, which Lemke, Gattuso, and Keshishian joined (the “June 24 Compensation Committee Meeting”), and discussed the awards for the non-employee directors. 118. At the June 24 Compensation Committee Meeting, Lemke presented a report, dated June 21, 2019, titled “Potential Director Awards” (the “June 21 McLagan Presentation”), which referenced “potential total director grant amounts per director.” The range started at $536,785 and ended at $1,288,358. In other

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48 words, consistent with prior discussions and as was the case with Kemly in the prior meeting, it was clear the non-employee directors’ awards were going to be large and the only question was just how large they would be. 119. The Compensation Committee reached a “preliminary recommendation” of awarding directors “equity equal to approximately 9 times cash compensation, which would result in a grant value of approximately $966,000.” This 9x multiple was purportedly less than “the peer group median [of] 10.35x cash compensation.” But as with Kemly, this multiplier exercise was a contrivance specifically designed to place the non-employee directors on the same list – but “below” the median – of outliers who had paid themselves outsized awards. 120. Holland asked that the Compensation Committee “think about this preliminary recommendation, taking into account the purposes of the [Plan] and recent shareholder litigation involving non-employee director compensation and that the discussion would be continued tomorrow.” 121. As described in the minutes of the June 24 Compensation Committee Meeting: The [Compensation] Committee discussed that one of the purposes of the Plan is to enable the Company to retain and reward the best available persons for positions of substantial responsibility and to recognize significant contributions made by such individuals to the Company’s success and that in considering larger grants to non- employee directors, the contributions made by the Board, who all have served more than 15 years on the Board of Directors of the Company,

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49 is a factor as is the desire to continue to have such individuals to continue to contribute in the future, particularly as the Company is in its early stages of being a public company. 122. Of course, that the Conversion Grant purportedly satisfied one of the Incentive Plan’s “purposes” is backwards – the Directors crafted that Incentive Plan with the Conversion Grants in mind. In any event, during the eight months since their process began, there is no evidence in any of the meeting minutes that the Directors ever discussed their “significant contributions” or the Company’s “purported desire to have such individuals continue to contribute in the future.” The Directors were engaged merely in a window dressing exercise at this point. 123. On June 24, 2019, the Board convened a special meeting, where Holland reported that the Compensation Committee had decided on a “potential award amount” for the CEO and that it “was still in process of considering awards for Directors and would continue the discussion at its next meeting.” 124. On June 25, 2019, the Compensation Committee convened a meeting, which Lemke, Gattuso, and Keshishian attended, and effectively engaged in a repeat discussion of its meeting the day before (the “June 25 Compensation Committee Meeting”). After Holland noted, again, that “litigation is a possibility,” Gattuso “reminded the [Compensation] Committee that one of the purposes of the [Plan] is to enable Columbia to reward eligible participants who have provided important contributions to the Company and the Bank and to recognize significant

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50 contributions made by such individuals to the Company’s success, which is designed to recognize both past and future service.” 125. After “further discussion,” the Compensation Committee determined to “recommend a grant award to non-employee directors that would be equal to 8.25x average director compensation, totaling approximately $885,000.” 126. On July 9, 2019, at 8:30 a.m., the Compensation Committee convened a meeting, which Lemke, Gattuso, and Keshishian attended (the “July 9 Compensation Committee Meeting”), and Keshishian presented the 2019 Compensation Review that was referenced at the June 7 Compensation Committee Meeting. After this presentation, no changes to Kemly’s $6,975,000 award recommendation were made. 127. On July 9, 2019, at 12:45 p.m., the Board convened a special meeting, attended by Lemke, Gattuso, and Keshishian (the “July 9 Board Meeting”). At the July 9 Board Meeting, Holland informed the Board that the Compensation Committee was “recommending to the Board” that Kemly be granted an award valued at $6,975,000 and that the Compensation Committee would “meet one more time to finalize its recommendation and the Board will be asked to vote on the final recommendation at its July 23rd Board meeting.” 128. With respect to the awards to the non-employee directors, Holland “advised the Board that after significant discussion and review of peer group

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51 practices, overall director compensation and the status of litigation involving non- employee director compensation, the Committee has preliminarily determined to recommend that equity awards” valued at $885,000 be granted to each of the non- employee directors. 129. On July 22, 2019, the Compensation Committee convened another meeting (the “July 22 Compensation Committee Meeting”), and after more “discussion,” officially approved the Conversion Grants, as well as the underlying award agreements (the “Award Agreements”), and recommended that the Board do the same. On July 23, 2019, the Board met and adopted resolutions approving the Conversion Grants. The Board’s Disclosure of the Conversion Grants Is Misleading 130. The Board did not immediately disclose the details of the Conversion Grants, waiting instead nearly nine months to do so, when disclosure was required by SEC rules and could therefore no longer be avoided. 131. On April 10, 2020, the Company filed its 2020 Proxy in connection with the 2020 Annual Meeting. In the 2020 Proxy, SEC rules required the Company to disclose the executive compensation and non-employee director compensation decisions made by the Board during the Company’s 2019 fiscal year. Among other things, SEC rules required the Company to disclose tables showing the grant date fair value of the awards received by named executive officers and non-employee

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52 directors during the fiscal 2019 year. As a result, the extremely large amounts of compensation the Directors approved for themselves would became apparent and the Directors accordingly sought to rationalize their decision. 132. According to the 2020 Proxy, “equity awards made following a [mutual-to-stock conversion] are larger than typical annual equity grants by other public financial institutions,” and McLagan “assisted the Compensation Committee in developing a comparative peer group for reference in designing the [Plan] and for making equity awards under that plan.” As further explained in the 2020 Proxy, McLagan “examined the grant practices of other converted institutions to assist the Committee in establishing parameters regarding competitive practices, regulatory considerations and shareholder responses.” McLagan also “developed a list of institutions that converted since 2009 that included mutual holding company conversions, regardless of asset size, and second-step conversions and standard conversions with assets greater than $900 million.” This list was “presented to the Compensation Committee along with McLagan’s recommendation of 15 converted institutions to form the peer group, and after review and discussion the [Compensation] Committee approved the recommended peer group.” The 2020 Proxy then listed the 15 companies that formed the Conversion Peer Group. 133. As an initial matter, this lengthy and detailed disclosure is perhaps most notable for where it did not appear: in the 2019 Proxy. Everything described in the

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53 above paragraph had already happened by the time the 2019 Proxy was filed. If this information was important to know after the fact, it was even more important for stockholders to know before they voted on the Incentive Plan. But of course, these disclosures were not made in the 2019 Proxy because had stockholders known about the upcoming Conversion Grants, they may have expressed their displeasure and rejected the Incentive Plan. 134. In terms of the Directors’ attempt to rationalize their indulgence, in describing the Conversion Grants, the 2020 Proxy states that the “Compensation Committee intends the 2019 equity awards to cover a multi-year period, as reflected through the multi-year vesting periods of the grants.” This representation is false. 135. In fact, the Compensation Committee considered, but refused, to designate the Conversion Grants as multi-year awards. At the June 24 Compensation Committee Meeting, Chairman Holland “asked the [Compensation] Committee to consider whether [the Conversion Grants] could represent the total awarded over the next 3-5 years to non-employee directors.” At the June 24 Compensation Committee Meeting, the Compensation Committee concluded only that the Conversion Grants “could represent the total awarded to the director over the next 3-5 years.” Neither the resolutions adopted by the Compensation Committee or the Board, nor the Awards Agreements, designate the Conversion Grants as multi-year awards. That the Board would misleadingly characterize the

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54 Conversion Grants as a “multi-year” award in the 2020 Proxy is dishonest and further evidence of the Directors’ wrongdoing. 136. Moreover, even if the Conversion Grants were “multi-year” awards, they remain excessive and unfair. As described above, in the 2019 Compensation Review, GK found that the Company’s 20 peer banks paid their non-employee directors an average of $122,761 per director, with only two companies even topping $200,000. The Board’s average annual non-employee director compensation was $122,160 in 2018 and $139,297 in 2019, which the Board determined to be fair. If the “multi-year” awards are spread over five years, this would add an additional $177,000 in compensation for each non-employee director in each year from 2019- 2023. Thus, instead of a one-time unfair award of $885,000, the non-employee directors would instead receive five consecutive unfair annual compensation packages of approximately $300,000 per year. 137. In describing the rationale for the Conversion Grants, the 2020 Proxy stated: In determining the amount of restricted stock and option awards non- employee directors would receive, the Compensation Committee considered the Board of Directors’ role in setting the strategic direction for the Company and its role in completing the Company’s initial public stock offering in 2018. The Compensation Committee also considered the directors’ past contributions, their industry knowledge, their financial expertise and the role they would play in the Company’s future. The Compensation Committee also reviewed survey data regarding awards made to directors of the peer group companies

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55 following a conversion transaction…, bank regulatory guidelines for equity awards to non-employee directors following an initial public offering by a company in the mutual holding company structure, and the Company’s stock ownership requirement for non-employee directors. With respect to the award to Kemly, the 2020 Proxy stated: In 2019, we made awards under the 2019 Equity Incentive Plan to each of our NEOs taking into account a number of factors, including individual and corporate performance, tenure with the organization and future potential to impact our organization. In addition, we considered the fact that our executive team had never previously had the ability to participate in organizational value growth through equity ownership, as well as our shareholders’ expectations of significant equity ownership for executives. We also considered common industry practice for both the prevalence and magnitude of equity awards following a conversion transaction, with reference to the post-conversion peer group discussed above on page 29. 138. As described above, these explanations are unsupported by the actual record of the Board’s deliberations. Indeed, many of these factors were not discussed at all. Others were discussed at the end of the process, long after the decisions were made, an afterthought at best. Again, these dishonest disclosures highlight that the Board was aware that the size of their Conversion Grants could not legitimately be justified. The “survey data” is the one specific consideration that the Board did pay significant attention to, and as shown above, it illustrates only that the Directors were well aware that they were giving themselves outsized awards.

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56 DEMAND FUTILITY ALLEGATIONS 139. Plaintiff realleges each allegation contained above as if set forth herein. 140. Plaintiff brings this action derivatively on behalf of Columbia Financial to redress injuries suffered, and to be suffered, by the Company as a direct and proximate result of the Defendants’ misconduct. Columbia Financial is named as a nominal defendant solely in a derivative capacity. 141. Plaintiff has owned Columbia Financial stock continuously throughout the course of wrongful conduct and continues to hold Columbia Financial Stock. 142. Plaintiff will adequately and fairly represent the interests of Columbia Financial in enforcing and prosecuting its rights and has retained counsel with substantial experience in stockholder derivative litigation. 143. At the time of this filing there are nine directors on the Board: Czerwinski, Hallock, Holland, Kemly, Kuiken, Massood, Randall, Van Dyk, and Van Ostenbridge (the “Current Board”). Each member of the Current Board other than Van Ostenbridge (who joined the Board in November 2019) has been named as a defendant in this action. 144. Plaintiff did not make a demand on the Current Board prior to instituting this action because such a demand would be futile. 145. Each of Czerwinski, Hallock, Holland, Kemly, Kuiken, Massood, Randall, and Van Dyk, and therefore a majority of the Current Board, received

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57 Conversion Grants. Each of Czerwinski, Hallock, Holland, Kemly, Kuiken, Massood, Randall, and Van Dyk thus have a strong financial incentive to refuse to authorize any corrective action that would involve the rescission, cancellation, or disgorgement of the Conversion Grants. Accordingly, because each of Czerwinski, Hallock, Holland, Kemly, Kuiken, Massood, Randall, and Van Dyk are interested in the Conversion Grants, none of them would be able impartially to consider a demand. Demand is therefore excused. 146. Kemly’s portion of the Conversion Grants (or any recipient’s portion for that matter) cannot be separated for demand futility purposes. As described above, the Conversion Grants were, among other things, awarded under the same tainted process, based on the same set of faulty peers, approved at the same meeting, and effectively one transaction. Accordingly, no individual recipient of a portion of the Conversion Grants (e.g., Holland) will be able impartially to consider a demand seeking the rescission of another individual recipient’s portion of the Conversion Grants (e.g., Kemly), as any good faith attempt to do so would require them to question the fairness of their own portion of the same transaction. CLASS ACTION ALLEGATIONS 147. Pursuant to Rule 23 of the Rules of the Court of Chancery of the State of Delaware, Plaintiff brings this action on his own behalf and as a class action on behalf of those who held Columbia Financial stock at the close of business on April

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58 12, 2019, which was the record date for stockholders entitled to vote at the 2019 Annual Meeting, and who continue to hold shares through the present (the “Class”). The Defendants are excluded from the Class, as are the Defendants’ affiliates, immediate families, legal representatives, heirs, successors or assigns, and any entity in which the Defendants have or had a controlling interest. 148. The action is properly maintainable as a class action. 149. The Class is so numerous that joinder of all members is impracticable. The Company had 115,889,175 outstanding shares of common stock as of April 12, 2019. While the exact number of Class members is unknown to Plaintiff at this time and can only be ascertained through discovery, upon information and belief, there are thousands of members in the Class. 150. Questions of law and fact are common to the Class, including the following: (i) whether the 2019 Proxy contained materially false and misleading statements, or omitted information necessary to render those statements not misleading; (ii) whether Plaintiff and other members of the Class have been or will be harmed by the wrongs complained of herein; and (iii) whether Plaintiff and the Class are entitled to injunctive relief as a result of Defendants’ wrongful conduct.

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59 151. Plaintiff is committed to prosecuting this action and has retained counsel experienced in litigation of this nature. Plaintiff’s claims are typical of the claims of other members of the Class and Plaintiff has the same interests as other members of the Class. Columbia Financial stockholders were forced to cast an uninformed vote as a result of the materially false and misleading 2019 Proxy. Accordingly, Plaintiff is an adequate representative of the Class and will fairly and adequately protect the interests of the Class. 152. The prosecution of separate actions by individuals members of the Class would create the risk of inconsistent or varying adjudications with respect to individual members of the Class that would establish incompatible standards of conduct for Defendants, or adjudications with respect to individual members of the Class that would as a practical matter be dispositive of the interests of the other members not parties to the adjudications or substantially impair their ability to protect their interests. 153. Defendants have acted, and refused to act, on grounds that apply generally to the Class, and have caused injury to the Class, such that final injunctive or declaratory relief is appropriate on behalf of the Class as a whole. 154. The questions of law and fact common to the members of the Class predominate over any questions affecting only its individual members, such that a

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60 class action is superior to any other available method for fairly and efficiently adjudicating the controversy. COUNT I Breach of Fiduciary Duty (Derivative Claim Against the Defendants) 155. Plaintiff re-alleges each allegation contained above as if set forth herein. 156. As directors of the Company, each Defendant owed fiduciary duties to the Company and its stockholders. 157. The Conversion Grants, a conflicted transaction approved by self- interested Defendants, are subject to entire fairness review. Each Defendant breached his/her fiduciary duty of loyalty by granting and accepting the Conversion Grants in amounts that were excessive and unfair to the Company. Each Defendant breached his/her fiduciary duty of loyalty by failing to candidly and completely disclose material information concerning the Conversion Grants. Each Defendant is jointly and severally liable for the injury caused to the Company by the excessive and unfair Conversion Grants. 158. As a result of Defendants’ actions, the Company has been and will be damaged. 159. Plaintiff, on behalf of the Company, has no adequate remedy at law.

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61 COUNT II Unjust Enrichment (Derivative Claim Against the Defendants) 160. Plaintiff re-alleges each allegation contained above as if set forth herein. 161. Each Defendant received excessive and unfair financial benefits as a result of the Conversion Grants. 162. It would be unconscionable and against fundamental principles of justice and equity for Defendants to retain the benefits of the excessive and unfair Conversion Grants. 163. Plaintiff, on behalf of the Company, has no adequate remedy at law. COUNT IIII Breach of Fiduciary Duty (Individual and Class Claim against the Defendants) 164. Plaintiff re-alleges the allegations in paragraphs 1-138 and 147-154 contained above as if set forth herein. 165. The Defendants owe fiduciary duties to the Company’s stockholders, including the duty to speak truthfully when seeking stockholder action. 166. The Defendants breached their fiduciary duty by causing the Company to issue the 2019 Proxy, which the Defendants knew omitted material information and contained false and misleading representations in connection with the stockholders’ vote on the Incentive Plan.

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62 167. As a result, the vote on the Incentive Plan was not fully informed. The Incentive Plan, therefore, should be declared invalid and cancelled. 168. Plaintiff and the Class are being, and will continue to be, harmed. 169. Plaintiff and the Class have no adequate remedy at law. PRAYER FOR RELIEF WHEREFORE, Plaintiff requests entry of an order as follows: A. Declaring this action to be a properly maintained class action and derivative action and certifying Plaintiff as the Class representative and his counsel as Class counsel; B. Rescinding, cancelling, and/or ordering disgorgement of the Conversion Grants, including all shares of Columbia Financial common stock issued thereunder; C. Declaring that Defendants breached their fiduciary duty to the Company’s stockholders; D. Declaring the stockholder vote on the Incentive Plan at the 2019 Annual Meeting ineffective; E. Invalidating the Incentive Plan and rescinding all awards and shares issued thereunder; F. Awarding damages (including without limitation compensatory and rescissory damages), against all Defendants in favor of the Company as a result of

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63 Defendants’ breaches of fiduciary duties, plus pre-judgment and post-judgment interest; G. Awarding Plaintiff the costs and disbursements of this action, including reasonable allowance of fees and costs for Plaintiff’s attorneys, experts, and accountants; and H. Granting Plaintiff such other and further relief as the Court may deem just and proper. Of Counsel: Steven J. Purcell Douglas E. Julie Robert H. Lefkowitz Kaitlyn T. Devenyns PURCELL JULIE & LEFKOWTIZ LLP 708 Third Avenue, Sixth Floor New York, New York 10017 212-725-1000 Dated: April 30, 2020  SMITH, KATZENSTEIN & JENKINS LLP /s/ Neal C. Belgam David A. Jenkins (No. 932) Neal C. Belgam (No. 2721) 1000 West Street, Suite 1501 Wilmington, Delaware 19801 (302) 652-8400 ncb@skjlaw.com Attorneys for Plaintiff FREDRIC D. PASCAL, derivatively on behalf of COLUMBIA FINANCIAL, INC., and individually on behalf of himself and all other similarly situated stockholders of COLUMBIA FINANCIAL, INC.

TABLE OF CONTENTS
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COLUMBIA FINANCIAL, INC.

C/O BROADRIDGE CORPORATE ISSUER SOLUTIONS P.O.BOX 1342

BRENTWOOD, NY 11717

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Mark,MAILMark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717.

TO11717.TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS:

          D48818-P55269 KEEP THIS PORTION FOR YOUR RECORDS

THISRECORDSTHIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. DETACH AND RETURN THIS PORTION ONLY

COLUMBIA FINANCIAL, INC. For Withhold For All To withhold authority The BoardofDirectors recommends you vote FORproposals1,2 and 3.ForAgainst Abstain1.The ratification of the 2019 Equity Awards made to vote for any individual

Thecurrent non-employee Directors under the Columbia Financial, Inc. 2019 Equity Incentive Plan. 2.The ratification of the 2019 Equity Awards made to former non-employee Directors under the Columbia Financial, Inc. 2019 Equity Incentive Plan, who were incumbent directors at the time the awards were made, who are currently retired from the Board of Directors recommends you vote FOR All All Except nominee(s), mark "For All Except" and write the

        number(s) of the nominee(s) onCompany, and have been in continuous service with the line below.

the following:

1. ElectionCompany as advisory directors since their retirements. 000000R1.0.0.241 _ 0000531355 3. Theratification of Directors

Nominees:

1) Noel R. Holland

2) Lucy Sorrentini

3) Robert Van Dyk

The Board of Directors recommends you vote FOR proposals 22019 Equity Awards made to Thomas J. Kemly, President and 3.For Against Abstain

2. To ratify the appointment of KPMG LLP as our independent registered public accounting firm for fiscal year 2021.

3. To approve, on an advisory (non-binding) basis, the compensation of the Company's named executive officers.

NOTE: Chief Executive Officer, under000theColumbia Financial, Inc. 2019 Equity Incentive Plan.NOTE: To transact such other business as may properly come before the meeting and any adjournment or postponement of the meeting.

Pleasemeeting.Please sign exactly as your name(s) appear(s) hereon. When signing as attorney, executor, administrator, or other fiduciary, please give full title as such. Joint owners should each sign personally. All holders must sign. If a corporation or partnership, please sign in full corporate or partnership name by authorized officer.

officer.Signature [PLEASE SIGN WITHIN BOX] Date Signature [PLEASE SIG

(Joint Owners)Date

 

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Important Notice Regarding the Availability of Proxy Materials for the AnnualSpecial Meeting:

The Notice and Proxy Statement and Annual Report areis available at www.proxyvote.com.

D48819-P55269

COLUMBIAwww.proxyvote.comCOLUMBIA FINANCIAL, INC.

AnnualINC.Special Meeting of Shareholders

May 20, 2021ShareholdersApril 4, 2022 10:00 AM

ThisAMThis proxy is solicited by the Board of Directors

TheDirectorsThe shareholder(s) hereby appoint(s) Mayra L. Rinaldi and Dennis E. Gibney, or either of them, as proxies, each with the power to appoint his or her substitute, and hereby authorize(s) them to represent and to vote, as designated on the reverse side of this ballot, all of the shares of common stock of COLUMBIA FINANCIAL, INC. that the shareholder(s) is/are entitled to vote at the AnnualSpecial Meeting of Shareholders to be held at 10:00 AM, local time on May 20, 2021,April 4, 2022, exclusively via live webcast at www.virtualshareholdermeeting.com/CLBK2021,CLBK2022SM, and any adjournment or postponement thereof.

Thisthereof.This proxy, when properly executed, will be voted in the manner directed herein. If no such direction is made, this proxy will be voted in accordance with the Board of Directors' recommendations.

Continuedrecommendations.R1.0.0.242 _ 0000531355Continued and to be signed on reverse side