WASHINGTON,
(Amendment (Amendment No. ______)
☒
☐
April 9, 2021
President and Chief Executive Officer
Thursday, May 20, 2021
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
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:
Other Business:
YOUR VOTE IS IMPORTANT.
April 9, 2021
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• 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
This Proxy Statement and our Annual Report are available to shareholders online at http://ir.columbiabankonline.com.
| | | | | Board Recommendation | | |
| | PROPOSAL 1 — Election of Directors | |||||
(page 21) To elect three directors to serve for a term of three years | | | FOR | | | ||
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| | PROPOSAL 2 — Ratification of the Appointment of Independent Auditors | |||||
(page 54) To ratify the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the year ending December 31, | | | FOR | | | ||
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| | PROPOSAL 3 — Advisory Vote on Executive Compensation | |||||
(page 56) To approve, on an advisory basis (non-binding), the compensation of the Company’s named executive officers | | | FOR | | |
Name |
Age(1) |
Independent | Director Since | Committee Memberships(2) |
Noel R. Holland | 70 | Yes | 1995 | A, COM, NOM, R |
Lucy Sorrentini | 57 | Yes | 2020 | COM, R, NOM |
Robert Van Dyk | 68 | Yes | 1994 | COM, R |
Name | | | Age(1) | | | Independent | | | Director Since | | | Committee Memberships(2) | | |||||||||
Thomas J. Kemly | | | | | 64 | | | | | | No | | | | | | 2006 | | | | R | |
James M. Kuiken | | | | | 51 | | | | | | Yes | | | | | | 2020 | | | | A, R | |
Paul Van Ostenbridge | | | | | 69 | | | | | | Yes | | | | | | 2019 | | | | A, NOM, R | |
May 6, 2022.
plans, except for a one-time award to the Company’s new Executive Vice President, Head of Commercial Banking.
May 6, 2022.
Methods
• |
Voting by Proxy
May 12, 2022.
Participants in the Bank’s ESOP and 401(k) Plan
2022.
Risk
other things, financial, credit, collateral, consumer compliance, operational, Bank Secrecy Act, fraud, cyber security,cyber-security, vendor, and insurable risks.
| | Director | | | Audit Committee | | | Compensation Committee | | | Nominating/ Corporate Governance Committee | | | Risk Committee | | | ||||||||||||
| | Noel R. Holland | | | | | ✓ | | | | | | ✓ | | | | | | ✓ | | | | | | ✓* | | | |
| | Frank Czerwinski | | | | | | | | | | | ✓ | | | | | | ✓ | | | | | | ✓ | | | |
| | Thomas J. Kemly | | | | | | | | | | | | | | | | | | | | | | | ✓ | | | |
| | James M. Kuiken | | | | | ✓ | | | | | | | | | | | | | | | | | | ✓ | | | |
| | Michael Massood, Jr. | | | | | ✓* | | | | | | | | | | | | | | | | | | ✓ | | | |
| | Elizabeth E. Randall | | | | | | | | | | | ✓* | | | | | | ✓ | | | | | | ✓ | | | |
| | Lucy Sorrentini | | | | | | | | | | | ✓ | | | | | | ✓ | | | | | | ✓ | | | |
| | Daria S. Torres | | | | | ✓ | | | | | | | | | | | | | | | | | | ✓ | | | |
| | Robert Van Dyk | | | | | | | | | | | ✓ | | | | | | ✓* | | | | | | ✓ | | | |
| | Paul Van Ostenbridge | | | | | ✓ | | | | | | | | | | | | ✓ | | | | | | ✓ | | | |
The following is a description of each of the Company’s Board committees:
| | Audit Committee | | | | Meetings During | | |
| | Michael Massood, Jr. (Chair) Noel R. Holland James M. Kuiken Paul Van Ostenbridge Daria S. Torres | | | | 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. | | |
| | Audit Committee (cont’d) | | | | | | |
| | | | | | 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 Committee | | | | Meetings During | | |
| | Elizabeth E. Randall (Chair) Frank Czerwinski Noel R. Holland
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) | | |
| | Compensation Committee (cont’d) | | | | | | |
| | | | | | The report of the Compensation Committee appears in this proxy statement under the heading “Compensation Committee Report.” | | |
| | Nominating/Corporate Governance Committee | | | | Meetings During | | |
| | Robert Van Dyk (Chair) Frank Czerwinski 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 | | |
| | Noel R. Holland (Chair) Frank Czerwinski Thomas J. Kemly James Kuiken Michael Massood, Jr. Elizabeth E. Randall Lucy Sorrentini Robert Van Dyk Daria S. Torres 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, | | |
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.
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* Denotes Chairperson
Nominating/Corporate Governance Committee Procedures for Shareholder Director Nominations
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.
Board Matrix The following matrix provides information regarding the members of the Company’s Board of Directors as of April 30, 2022, including certain types of knowledge, skills, experiences, and attributes possessed by one or more of our directors which our Board believes are relevant to our business, and industry. The matrix does not encompass all the knowledge, skills, experiences or attributes of our directors, and the fact that a particular knowledge, skill, experience or attribute is not listed does not mean that a director does not possess it. In addition, the absence of a particular knowledge, skill, experience, or attribute with respect to any of our directors does not mean the director in question is unable to contribute to the decision-making process in that area. The type and degree of knowledge, skill and experience listed below may vary among the members of the Board of Directors. 13
Environmental, Social and Governance General In 2021, the Board of Directors amended its Nominating/Corporate Governance Committee charter to include the review of Company strategies, activities, and policies regarding sustainability and other environmental, social and governance (“ESG”) related matters and to make recommendations to the Board with respect to such matters. Additionally, the Compensation Committee was designated with the oversight of human capital management, including diversity, equity and inclusion (“DEI”). To support ESG initiatives, the Company formalized an ESG Committee, which is chaired by the Senior Vice President, Corporate Governance Officer, and supported by various cross-functional members representing Human Resources, Risk Management, Community Development, Facilities and Executive Leadership. The Company engaged a consultant to quantify the actions the Company takes to serve as a responsible corporate citizen and assist with the ESG strategies of the Company and the Bank. 14 Social — Human Capital Personnel. As of December 31, 2021, we had 645 full-time employees and 69 part-time employees, none of whom is represented by a collective bargaining unit. We believe that our relationship with our employees is very good. Our total employee population is comprised of 61% women and 34% minorities. Human Capital Management. We consider our employees to be our most valuable asset and we promote an environment that is both rewarding and challenging. We offer many different programs and initiatives to develop our workforce and to ensure the work culture matches our mission of offering a challenging and rewarding work environment for employees while promoting programs that support wellness and the quality of employees’ lives. We encourage our employees to get involved with their communities and through “Team Columbia” our employees participate in many outreach programs and volunteer events. In addition, we host various employee events such as the Annual Service Awards Dinner, Community Service Dinner, Annual Picnic, Employee Recognition Barbecue and other events to further promote our culture and to provide opportunities for employee engagement. Though many of these events were postponed during the pandemic, in 2021 we were able to bring many of the programs back to be in person. We also continued to hold other virtual events to connect with our employees and to keep communication strong. The average service tenure of our employees is nine years. During the year ended December 31, 2021, we hired 177 employees, 27 of those coming from our acquisition of Freehold Bank. Our voluntary turnover rate was 10.61% and the involuntary turnover was 10.12% in 2021. While the involuntary turnover decreased from 2020, the voluntary turnover rate was higher than the year ended December 31, 2020. The increase in voluntary turnover rate was impacted by both the pandemic and the Great Resignation. The Human Resources Department presents annual and quarterly onboarding and turnover reports to communicate to management pertinent information about the new hires’ first 100 days of employment and reasons why employees leave to recognize successes and initiate constructive change where necessary. In order to retain our talented workforce, we provide a competitive compensation and benefits program to help meet the needs of our employees. We monitor salaries on a regular basis, participating in various external salary surveys and analyzing internal reports to ensure market competitiveness and internal equity. We also offer annual incentive programs to further reward our employees based on their performance. In 2021, we increased our minimum wage to $18.15 per hour and processed market increases for all employees below the Senior Vice President level. We also paid recognition bonuses to our retail staff in appreciation for their outstanding customer service during the challenging times of the pandemic. In addition to competitive salaries, we offer comprehensive benefit programs which include equity awards, an Employee Stock Ownership Plan (“ESOP”) and a deferred compensation plan (401k) with an employer matching contribution, healthcare and life insurance benefits, health savings accounts, flexible spending accounts, paid time off, family leaves of absence, tuition reimbursement, student loan repayments, good grade awards and an employee assistance program. In 2021, over 50 employees received good grade awards due to the accomplishments of their children and we are assisting over 60 employees with their student loans through our repayment program. As a result of the pandemic, Columbia Bank established a hybrid work environment for our back-office employees which allows flexibility in their work-life balance. We maintained this flexible work environment when we returned to work in May 2021. Employees can work from home two days a week and during the weeks that contain a holiday, they are able to work fully remote the entire week. On this schedule back-office employees have the benefit to work from home more than 50% of the time. To further assist with the balance of work and family, all employees are given paid vacation time, float holidays, personal days, and other leave entitlements. The Human Resources Department continues to enhance our wellness programs to establish an environment that promotes a holistic approach to well-being that includes healthy lifestyles, financial stability, mental well-being, and decreases the risk of disease and improves the quality of employee life. The programs provide our employees with the tools necessary to create a healthier lifestyle through the promotion of healthy diets, workplace activities, exercise programs and financial and wellness seminars. At the headquarters location, the Bank offers a cafeteria with healthy food choices and also subsidizes the cost of the meals for its employees. 15 Active participants in wellness programs enjoy health insurance cost advantages. We have also created wellness and quiet rooms in our corporate headquarters for our employees to attend to personal matters. All of these programs are intended to make us an employer of choice in our community. We have conducted various employee pulse surveys to ensure employee morale is positive. For 2022 we plan on deploying a Company-wide employee engagement survey in an effort to improve the employee experience at Columbia Bank. The survey’s objective is to get a better understanding of employee engagement and morale at Columbia Bank. We are measuring the components of engagement, wellness, culture, alignment, enablement, work productivity, collaboration, leadership and brand. The survey will help foster a culture of open communication and feedback to enhance our employee experience and assist in making Columbia Bank a Best Place to Work for organization. Learning and Development. We invest in the growth and development of our employees by providing a multi-dimensional approach to learning that empowers our colleagues to grow intellectually and professionally. Our employees receive continuing education courses that are relevant to the banking industry and their job function within the Company. We have developed succession programs that assist us in creating a pipeline for leadership. Our core curriculum is offered to all employees and helps to build upon the competencies and skills of which they are assessed during the performance management process. We offer general core curriculums for all employees in addition to curriculum specific to management, compliance, retail banking, commercial and residential lending. We offer robust training programs on the topics of customer service, sales, change management, digital banking and products and services. We have undergone a digital transformation and this initiative resulted in an extensive digital system training curriculum. To further develop the skills of our employees, we offer special programs to certify them in the customer call center, home equity loans, digital banking, and the Bank Secrecy Act. To support our communication and training initiatives, we implemented a Learning Management System (“LMS”), a new virtual classroom and an eLearning authoring tool that allowed all job functional and soft skills training to continue to be offered at a distance for all colleagues. We also brought back in person training during 2021. The LMS system monitors employee participation to ensure that employees are completing assigned classes on a timely basis and meeting the requirements of all core curriculums including our Compliance Core. We also provided training on the collaboration tools that were rolled out by our Information Technology Department. Our Human Resources and Learning and Development departments have action plans designed specifically to facilitate the screening, acquisition, development, and performance management of a talent pool that aligns with the initiatives of the Company, including promoting quality customer service and enhancing the client experience throughout Columbia Bank. We have funded significant technological investments, including the upgrade of our core banking platform, loan origination systems, document imaging systems, and business intelligence reporting. While these new systems provide enhanced features for customers and automation of routine tasks for staff, they require specialized technical skills to operate and administer. Based on our strategic objectives, acquiring and developing a talent pool of well-educated and technically skilled professionals is essential to support our growth plans over the next decade. We run an annual Summer Internship Program and an Associate Development Program. Our two-year Associate Development Program recruits recent college graduates and rotates them through various divisions of the Bank. The program develops and prepares the associates to become future banking professionals of the Bank. We source candidates through New Jersey state school partnerships, on-line forums and soliciting local students from historically black colleges and universities to introduce more diversity to banking. During the 10-week program, students work in an assigned line of business while running a simultaneous curriculum to develop their business skills. Interns benefited from training, coaching, and mentoring, and interacting with senior leaders and other young professionals. To comply with all employment laws, we maintain equal employment opportunity, anti-discrimination, and anti-harassment policies at Columbia Bank. These policies forbid discrimination based on protected classifications and require that all employees treat each other with respect. We communicate this to our employees through the Employee Handbook, Affirmative Action Plan, training classes and various bulletin board postings throughout Columbia Bank. 16 We look to develop a diverse employee base to better reflect our customer base and local community. We are working towards impactful recruitment via social media, sharing employee experiences and insights, corporate brand ambassadors, community ambassadors and social and civic organizations. In addition, we enhanced our employee referral program to further assist in our hiring efforts. We formed a partnership with Professional Diversity Network to aggregate our job postings to over 50 diversity career sites. Diversity, Equity, and Inclusion. Our DEI strategy focuses on increasing representation, education, teamwork and collaboration. We have also established a DEI Committee and an Ambassador group made up of employees across Columbia Bank to serve as champions for all diversity events and initiatives offered across Columbia Bank. The members provide a sounding board for any new ideas we seek to launch under our DEI mission to ensure we are representing our values and fostering an inclusive culture. We practice equity recruiting practices to find top diverse talent and onboard them into the Company. In addition, we include DEI perspectives in our social media, marketing, and branding strategy. We believe that as our footprint grows our brand will expand to reflect the diverse range of clients and communities we support. In 2021, the Company implemented an ESG program and named a Diversity Officer to assist in this initiative. We also established eight Employee Resource Groups to further promote an inclusive work environment. At the Company, we believe that diversity is a core tenet of our future success. A diverse Board of Directors and workforce increase our creativity and innovation, promote higher quality decisions, enhance economic growth, and represent the shareholders and customers we serve. The following charts show the diversity of our Board of Directors and officers as of April 30, 2022:
17
Our Company and our Board of Directors are deeply committed to cultivating an inclusive culture where all backgrounds, experiences and perspectives are welcome; where individuals are comfortable being who they are and are encouraged to celebrate their diversity; and where all have opportunities to realize their full personal and professional potential. Our mission is to ensure that we are diverse across all levels of the organization and that our policies, practices, and actions promote inclusion and continue to strengthen our ability to attract, develop and retain the best talent, while accelerating business growth, increasing shareholder value and supporting our local communities. 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 organization with a focus on achieving sustained results, value and impact. Succession Planning. Succession planning is a critical driver of our transformation. Succession planning efforts are helping our organization become what it needs to be, rather than simply recreating the existing organization. We have programs in place to support these initiatives: Associate Development Program, Career Development Program, Leadership Development Program, Stonier/Wharton School Program. We have active support of top leadership and have linked succession to strategic planning. We implemented a new online interactive performance management system and process that includes a nine-box grid (production and performance exercises) to identify talent from multiple organizational levels, early in careers, or with critical skills and leadership potential. There is emphasis on developmental assignments in addition to formal training. Along the way, we are addressing specific human capital challenges, such as diversity, leadership capacity, and retention. Workplace Safety. We have policies and programs in place that protect our employees and invest in their well-being and communicate our program to employees both through internal communication and bulletin board postings. As the threat of the COVID-19 pandemic became clear, we took significant steps to protect the health and safety of our employees. We continue to provide our employees various outlets to gain emotional assistance during this time through our Employee Assistance Program and webinars provided by our healthcare provider. We were able to provide a safe workplace throughout the pandemic both in the branches and back-office departments and implemented technologies for a remote work environment and to accommodate remote workers. We established service level agreements for the work from home environment communicating expectations to employees and receiving employee agreement to the execution of these expectations. These agreements will be monitored on a regular basis. The pandemic required us to modify our facilities to provide additional precautions to ensure the safety of our staff and customers. These regiments will continue in 2022. Social — Commitment to our Communities As a Company committed to improving the communities it serves, “Team Columbia,” the Company’s volunteering initiative, has a long legacy of giving back to its communities. The Company strives for 100% participation in Team Columbia events from both employees and its Board of Directors throughout the year. 18 In 2021, Team Columbia assisted 113 organizations with 146 events and more than 3,500 volunteer hours. In addition, the Company conducted 34 financial literacy presentations to improve financial knowledge within its communities. All officers of the Bank are encouraged and expected to participate in a leadership role at local charities or community groups. During 2021, Columbia Bank assisted more than 1,600 small businesses and organizations and their employees by originating over $239 million of Paycheck Protection Program Loans under the second funding round of the program. Columbia Bank was mindful to ensure that organizations in low-to-moderate income areas and minority and women owned organizations were provided priority access to these funds. In total, 11% of 2021 PPP loans were to businesses in low-to-moderate census tracts and 29% of PPP loans originated went to minority or woman owned businesses. In connection with Columbia Financial Inc.’s minority stock offering in 2018, the Columbia Bank Foundation was funded to support the community in the following major areas: affordable housing, community investment and economic development, financial literacy and education, health and human services, food insecurity, environmental sustainability and the arts. During 2021, Columbia Bank and the Columbia Bank Foundation provided over $3.0 million in donations, sponsorships, and grants to over 700 organizations within our service area. In order to better serve the underbanked population, Columbia Bank implemented Forward Checking which is a safe and affordable checking product certified by BankOn. Columbia participates in the State of New Jersey Neighborhood Revitalization Tax Credit Program to support affordable housing in its market area. During 2021, Columbia Bank originated 396 mortgage loans to low-to-moderate income borrowers and 190 mortgage loans in low-to-moderate census tracts. Columbia Bank offers discounted interest rates targeted to increase mortgage access to low-to-moderate income areas and borrowers. Columbia Bank’s Bank Secrecy Act Department has invested in technology that allows the Bank to identify money laundering, human trafficking, crime and elder abuse and report these activities to authorities. Environmental The Company evaluates ways to reduce its carbon footprint and improve sustainability. The Company is not a direct lender to the fossil fuel industry and is mindful of recycling, energy efficiency and its use of resources. Our digital banking initiatives have significantly reduced the use of paper through the creation of paperless mortgage applications and processes, the utilization of electronic portals rather that paper documents, and incentivizing E-statements. The Company conserves energy using building energy management systems and motion sensor lighting controls. Our hybrid work environment decreases employee required commuting by upwards of 50%, which has an associated decrease in gas consumption and carbon emissions. As part of the Bank’s credit underwriting process, there is a comprehensive environmental due diligence program that applies to all real estate held as collateral. While this has been an important tool to manage risk for the Bank, it has also resulted in numerous site cleanups, including sites where groundwater and/or soil remediation was impacted. Governance The Board of Directors is committed to maintaining high corporate governance standards. All directors, other than the CEO, are independent based on NASDAQ and SEC requirements. Our Chairperson is independent from management. The Board is required to attend training sessions and conduct annual self-evaluations to assess its effectiveness. The Company has a mandatory retirement age for directors to promote new ideas and expertise. The Board has established meaningful stock ownership requirements for the Board of Directors and management team and maintains policies prohibiting pledging or hedging shares owned. Legal and regulatory compliance is of the upmost importance to our business. An approved Compliance Core Curriculum is assigned annually and is customized based on specific job functions, ensuring applicable and relevant information is reviewed by Bank personnel. Policies, including the Code of Ethics and Business Conduct as well as the Whistleblower Policy, are in place to ensure that employees and the Board of Directors 19 are held to high moral and ethical standards. Employees are instructed to report any violation directly to the Chairman of the Audit Committee or to the Company’s Ethics Committee. The Board of Directors believes that advancing ESG and DEI initiatives, coupled with maintaining proper, transparent governance, will drive long-term benefits for our shareholders, customers, employees and communities. 20 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
The Company’s Board of Directors consists of nineten (10) 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 and the Bank. In determining the independence of its directors, the Board considered transactions, relationships or arrangements between the Company, the Bank and its directors that are not required to be disclosed in this proxy statement under the heading “Transactions with Related Persons.” The Board is divided into three classes with approximately three-year staggered terms, with approximately one-third of the directors elected each year.
| Three Year Terms | | | | | | | |
| | THOMAS J. KEMLY Age: 64 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 expanded 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 was the former chairman of the New Jersey Bankers Association and currently serves as a board member of that organization. He also serves as a board member of CIANJ, was the former president of FMS, and currently serves as the Chairman of the Columbia Bank Foundation. 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. | | |
| | Three Year Terms | | | | | | |
| | JAMES M. KUIKEN Age: 51 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: 69 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 | | | | | | |
| | MICHAEL MASSOOD, JR. Age: 68 Director Since: 2003 | | | | Biographical Information: President of Massood & Company, P.A., CPAs, a certified public accounting firm. Qualifications: As a certified public 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. | | |
| | Term Expiring in 2023 | | | | | | |
| | ELIZABETH E. RANDALL Age: 68 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. | | |
| | DARIA S. TORRES Age: 47 Director Since: 2021 | | | | Biographical Information: Ms. Torres is the founder and Managing Partner of Walls Torres Group, LLC, a strategic management consulting firm that works with leading corporations, non-profits and charitable organizations to grow and achieve their business objectives. Ms. Torres has more than 20 years of experience as a strategy consultant and advisor to CEOs, boards and executive teams. Qualifications: Ms. Torres’ vast knowledge and experience as an executive-level strategist and advisor is a valuable asset to our leadership and complements the Board’s existing mix of skills and experience. | | |
| | Term Expiring in 2024 | | | | | | |
| | NOEL R. HOLLAND Age: 71 Director Since:1995 | | | | Biographical Information: Partner in the law firm 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 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. | | |
| | Term Expiring in 2024 | | | | | | |
| | ROBERT VAN DYK Age: 69 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: 58 Director Since:2020 | | | | Biographical Information:
Lucy Sorrentini is a Strategy Consultant and Certified Executive Coach who has Prior to starting her own firm, Ms. Sorrentini Ms. Sorrentini also serves as opportunities and advancement. Qualifications: Ms. Sorrentini’s extensive experience with respect to human capital strategy, and human resources and diversity matters, | ||
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Directors Continuing in Office
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COMPENSATION DISCUSSION AND ANALYSIS
| | Title | | |
Thomas J. Kemly | | | President and Chief Executive Officer | |
Dennis | | | Executive Vice President and Chief Financial Officer | |
E. Thomas Allen, Jr. | | | Senior Executive Vice President and Chief Operating Officer | |
John Klimowich | | | Executive Vice President and Chief Risk Officer | |
Allyson Schlesinger | | | Executive Vice President, Head of Consumer Banking | |
Oliver E. Lewis, Jr. | | | Executive Vice President, Head of Commercial Banking | |
16
Executive Summary
2020
On
19
| OBJECTIVE | | | | COMPENSATION 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 | | | |
| | 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
Components
| | Compensation | | | | Link to Business and Talent Strategies | | | 2021 Action | | | |
| | Base Salary ( | | | • 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. | | | ||
| ||||||||||||
Short-Term Incentives
| | | • 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 | |||||||||||
| | | | • Design of the PAIP (as defined herein) remained consistent with the prior year, while individual scorecards changed as is consistent with past practice. • In February 2022 the Compensation Committee reviewed and approved all NEO incentive payouts for 2021 based on achievement of the performance goals. | | | ||||||
Long-Term Equity Incentive Compensation ( | | | • 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. | | • 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. | |||||||
| No equity awards were made to NEOs during | | |
20
29 |
|
Important Corporate Governance Policies
| | WHAT WE DO | | | | WHAT WE | | |
| | Use an independent compensation ✓
Have significant stock ownership guidelines for our executives and directors ✓
Use competitive benchmarking for NEO compensation and non-employee director compensation ✓
Use meaningful incentives in our executives’ compensation that create long-term shareholder value while not incentivizing excessive ✓
Grant equity that vests over multiple years ✓
Have ✓
Limit perquisites to NEOs ✓
Tie incentive compensation | | | | 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 | | |
In 2020,
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.
Mr. Kemly does not make recommendations with respect to his own compensation or participate in the deliberations regarding the setting of his own compensation. Decisions related to Mr. Kemly’s 2021 compensation opportunities were made independently by the committee in consultation with its independent compensation consultant.
In 2020, the
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.
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 timefull-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 billion and $13.8 billion as of December 31, 2018 from the Northeast and Mid-Atlantic regions. The median asset size of the peer group was $7.9$8.8 billion as of December 31, 2019, 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 May 2020 for setting executive compensation for 2021 included the following financial institutions:
| Atlantic Union Bankshares Corp. | | | Independent Bank Group | |
| Berkshire Hills Bancorp, Inc. | | Kearny Financial Corp. | ||
| Brookline Bancorp, Inc. | | Lakeland Bancorp, Inc. | ||
| Community Bank System, Inc. | | Meridian Bancorp, Inc. | ||
| ConnectOne Bancorp, Inc. | | NBT Bancorp, Inc. | ||
| Customers Bancorp, Inc. | | OceanFirst Financial Corp. | ||
| Dime Community Bancshares, Inc. | | Peapack-Gladstone Financial Corp. | | |
| Eagle Bancorp, Inc. | | | Provident Financial Services, Inc. | |
Flushing Financial, Inc. | | Sandy Spring Bancorp, Inc. | |||
Independent Bank Corp. | |||||
| WSFS Financial Corp. |
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:
32 | |||
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
48.
| | COMPENSATION ELEMENT | | | | PURPOSE | | |
| | 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; | ||||||||
• Create and | | |
| | COMPENSATION ELEMENT | | | | PURPOSE | | |
| | | | | • 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. |
| | |||||
| ||||||
Non-Qualified Retirement and
| | | • Provide supplemental retirement benefits to certain executives who are disallowed benefits under the Company’s qualified benefit plans due to IRS limits. | | | |
| | 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 | | |
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 | — |
NEO | | | 2020 Base Pay(1) | | | 2021 Base Pay(1) | | | % Change | | |||||||||
Thomas J. Kemly | | | | $ | 795,000 | | | | | $ | 818,900 | | | | | | 3.01% | | |
Dennis Gibney | | | | | 402,000 | | | | | | 412,000 | | | | | | 2.49 | | |
E. Thomas Allen | | | | | 460,000 | | | | | | 472,000 | | | | | | 2.61 | | |
John Klimowich | | | | | 350,000 | | | | | | 370,000 | | | | | | 5.71 | | |
Allyson Schlesinger | | | | | 365,000 | | | | | | 380,000 | | | | | | 4.11 | | |
Oliver E. Lewis, Jr.(2) | | | | | — | | | | | | 350,000 | | | | | | — | | |
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 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 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.
2020 Performance Measures* | Threshold (Dollars in Millions) | Target Parameter (Dollars in Millions ) | Stretch Parameter (Dollars in Millions) | 2020 Actual (Dollars in Millions) |
Net Income of Columbia Bank | $52.80 | $57.30 | $61.80 | $58.00 |
Efficiency Ratio of Columbia Bank | 62.80% | 59.80% | 56.80% | 57.90% |
Non-Performing Assets to Total Assets | 0.50% | 0.25% | 0.10% | 0.09% |
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(2) | | | | $ | 61.2 | | | | | $ | 72.6 | | | | | $ | 82.8 | | | | | $ | 94.9 | | |
Efficiency Ratio of Columbia Bank(2) | | | | | 60.9% | | | | | | 57.9% | | | | | | 54.9% | | | | | | 53.9% | | |
Non-Performing Assets to Total Assets | | | | | 0.50% | | | | | | 0.25% | | | | | | 0.10% | | | | | | 0.04% | | |
2020 Performance Measures* | Mr. Kemly | Mr. Gibney | Mr. Allen | Mr. Klimowich | Ms. Schlesinger |
Net Income of Columbia Bank | 35.0% | 25.0% | 35.0% | 25.0% | 25.0% |
Efficiency Ratio of Columbia Bank | 35.0% | 25.0% | 35.0% | 25.0% | 25.0% |
Non-Performing Assets to Total Assets | 30.0% | 20.0% | 30.0% | 20.0% | 20.0% |
Other* | 30.0% | 30.0% | 30.0% | ||
Total | 100.0% | 100.0% | 100.0% | 100.0% | 100.0% |
2021 Performance Measures | | | Mr. Kemly | | | Mr. Gibney | | | Mr. Allen | | | Mr. Klimowich | | | Ms. Schlesinger | | | Mr. Lewis | | ||||||||||||||||||
Net Income of Columbia Bank | | | | | 35.0% | | | | | | 25.0% | | | | | | 35.0% | | | | | | 25.0% | | | | | | 25.0% | | | | | | 25.0% | | |
Efficiency Ratio of Columbia Bank | | | | | 35.0% | | | | | | 25.0% | | | | | | 35.0% | | | | | | 25.0% | | | | | | 25.0% | | | | | | 25.0% | | |
Non-Performing Assets to Total Assets | | | | | 30.0% | | | | | | 20.0% | | | | | | 30.0% | | | | | | 20.0% | | | | | | 20.0% | | | | | | 20.0% | | |
Other(1) | | | | | 0.0% | | | | | | 30.0% | | | | | | 0.0% | | | | | | 30.0% | | | | | | 30.0% | | | | | | 30.0% | | |
Total | | | | | 100.0% | | | | | | 100.0% | | | | | | 100.0% | | | | | | 100.0% | | | | | | 100.0% | | | | | | 100.0% | | |
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.
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 ($) | Payout as a Percent of | |||
Thomas J. Kemly | 525,018 | 114.46 | |||
Dennis Gibney | 245,059 | 109.97 | |||
E. Thomas Allen | 280,416 | 114.46 | |||
John Klimowich | 177,800 | 109.97 | |||
Allyson Schlesinger | 185,420 | 119.81 |
NEO | | | Target Opportunity ($) | | | Payout as a Percent of Target Opportunity (%) | | ||||||
Thomas J. Kemly | | | | | 612,128 | | | | | | 125 | | |
Dennis Gibney | | | | | 284,280 | | | | | | 117.5 | | |
E. Thomas Allen | | | | | 352,820 | | | | | | 125 | | |
John Klimowich | | | | | 212,750 | | | | | | 113 | | |
Allyson Schlesinger | | | | | 218,500 | | | | | | 134.9 | | |
Oliver E. Lewis, Jr. | | | | | 201,250 | | | | | | 130.5 | | |
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 (%) | Target ($) | 2018 Cash LTIP Paid at 50% of Target Opportunity ($) | |||
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
Company and its subsidiaries. The Company may grant options, stock appreciations rights, restricted stock, restricted units, unrestricted stock awards, cash basedcash-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.
Name | | | 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.(2) | | | | | 23,516 | | | | | $ | 419,996 | | | | | | 57,026 | | | | | | 279,998 | | |
the table below:
Corporate Goal | | | Threshold Performance Level (50% of Target Award) | | | Target Performance Level (100% of Target Award) | | | Actual Performance | | | Payment Level | | ||||||||||||
Cumulative Earnings Per Share (“EPS”) | | | | $ | 1.15 | | | | | $ | 1.43 | | | | | $ | 2.03(1) | | | | | | 100% | | |
Average Core Return on Average Assets (“ROAA”) | | | | | 0.505% | | | | | | 0.632% | | | | | | 0.85%(2) | | | | | | 100% | | |
Non-Performing Assets as a % of Total Assets(3) | | | | | — | | | | | | 0.27% | | | | | | 0.04% | | | | | | 100% | | |
Name | | | 2019 Performance Shares Earned at 100.00% of Target(1) (#) | | |||
Thomas J. Kemly | | | | | 134,135 | | |
Dennis Gibney | | | | | 49,038 | | |
E. Thomas Allen | | | | | 57,692 | | |
John Klimowich | | | | | 38,462 | | |
Allyson Schlesinger | | | | | 31,731 | | |
Oliver E. Lewis, Jr.(2) | | | | | — | | |
48.
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:
Title | | | Amount | |
President and Chief Executive Officer | | | 5x base salary | |
Senior Executive Vice Presidents | | | 3x base salary | |
Executive Vice Presidents | | | 3x base salary | |
Non-Employee Directors | | | 3x 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 an 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
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.
March 22, 2021
Name | | | Year | | | 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. Kemly | | | | | 2021 | | | | | | 818,900 | | | | | | — | | | | | | — | | | | | | — | | | | | | 765,160 | | | | | | 366,796 | | | | | | 181,080 | | | | | | 2,131,936 | | |
President and Chief Executive Officer | | | | | 2020 | | | | | | 825,577 | | | | | | — | | | | | | — | | | | | | — | | | | | | 890,236 | | | | | | 1,751,023 | | | | | | 151,035 | | | | | | 3,617,871 | | |
| | | 2019 | | | | | | 775,000 | | | | | | — | | | | | | 4,184,996 | | | | | | 2,790,002 | | | | | | 849,735 | | | | | | 2,350,329 | | | | | | 181,941 | | | | | | 11,132,003 | | | ||
Dennis E. Gibney | | | | | 2021 | | | | | | 412,000 | | | | | | — | | | | | | — | | | | | | — | | | | | | 334,029 | | | | | | 56,107 | | | | | | 74,510 | | | | | | 876,646 | | |
Executive Vice President and Chief Financial Officer | | | | | 2020 | | | | | | 417,462 | | | | | | — | | | | | | — | | | | | | — | | | | | | 367,829 | | | | | | 170,419 | | | | | | 56,133 | | | | | | 1,011,843 | | |
| | | 2019 | | | | | | 392,000 | | | | | | 50,000 | | | | | | 1,530,001 | | | | | | 1,020,000 | | | | | | 294,386 | | | | | | 153,627 | | | | | | 63,976 | | | | | | 3,503,990 | | | ||
E. Thomas Allen, Jr. | | | | | 2021 | | | | | | 472,000 | | | | | | — | | | | | | — | | | | | | — | | | | | | 441,025 | | | | | | 175,097 | | | | | | 98,168 | | | | | | 1,186,290 | | |
Senior Executive Vice President and Chief Operating Officer | | | | | 2020 | | | | | | 477,693 | | | | | | — | | | | | | — | | | | | | — | | | | | | 472,714 | | | | | | 685,719 | | | | | | 82,868 | | | | | | 1,718,994 | | |
| | | 2019 | | | | | | 450,000 | | | | | | — | | | | | | 1,800,006 | | | | | | 1,200,000 | | | | | | 440,107 | | | | | | 974,481 | | | | | | 97,269 | | | | | | 4,961,863 | | | ||
John Klimowich | | | | | 2021 | | | | | | 370,000 | | | | | | — | | | | | | — | | | | | | — | | | | | | 240,408 | | | | | | 238,927 | | | | | | 63,452 | | | | | | 912,787 | | |
Executive Vice President and Chief Risk Officer | | | | | 2020 | | | | | | 363,462 | | | | | | — | | | | | | — | | | | | | — | | | | | | 272,602 | | | | | | 757,071 | | | | | | 47,683 | | | | | | 1,440,818 | | |
| | | 2019 | | | | | | 330,000 | | | | | | — | | | | | | 1,199,999 | | | | | | 799,999 | | | | | | 255,760 | | | | | | 869,887 | | | | | | 50,500 | | | | | | 3,506,145 | | | ||
Allyson Schlesinger | | | | | 2021 | | | | | | 380,000 | | | | | | — | | | | | | — | | | | | | — | | | | | | 294,737 | | | | | | 73,000 | | | | | | 77,345 | | | | | | 825,082 | | |
Executive Vice President, Head of Consumer Banking | | | | | 2020 | | | | | | 379,039 | | | | | | — | | | | | | — | | | | | | — | | | | | | 256,743 | | | | | | 107,402 | | | | | | 57,314 | | | | | | 800,498 | | |
| | | 2019 | | | | | | 365,000 | | | | | | 50,000 | | | | | | 990,008 | | | | | | 660,000 | | | | | | 162,100 | | | | | | 84,048 | | | | | | 69,884 | | | | | | 2,381,040 | | | ||
Oliver E. Lewis, Jr. | | | | | 2021 | | | | | | 350,000 | | | | | | — | | | | | | 419,996 | | | | | | 279,998 | | | | | | 262,719 | | | | | | — | | | | | | 60,851 | | | | | | 1,373,564 | | |
Executive Vice President, Head of Commercial Banking | | | | | | | | | | |
| | | Columbia Bank Performance Achievement Incentive Plan(a) | | |||
Mr. Kemly | | | | $ | 765,160 | | |
Mr. Gibney | | | | | 334,029 | | |
Mr. Allen | | | | | 441,025 | | |
Mr. Klimowich | | | | | 240,408 | | |
Ms. Schlesinger | | | | | 294,737 | | |
Mr. Lewis | | | | | 262,719 | | |
| | | Mr. Kemly | | | Mr. Gibney | | | Mr. Allen | | | Mr. Klimowich | | | Ms. Schlesinger | | | Mr. Lewis | | ||||||||||||||||||
Company contribution to ESOP and ESOP SERP(a) | | | | | 141,817 | | | | | | 64,707 | | | | | | 78,388 | | | | | | 53,320 | | | | | | 52,834 | | | | | | 37,126 | | |
Company matching contributions to 401(k) plan and SIM(b) | | | | | 8,700 | | | | | | 8,700 | | | | | | 8,700 | | | | | | 8,700 | | | | | | 8,700 | | | | | | 11,263 | | |
Executive term life insurance premiums(c) | | | | | 3,333 | | | | | | 383 | | | | | | 1,669 | | | | | | 712 | | | | | | — | | | | | | — | | |
Car allowances(d) | | | | | 8,441 | | | | | | — | | | | | | 8,691 | | | | | | — | | | | | | 15,091 | | | | | | 11,742 | | |
Mobile phone allowances(e) | | | | | 720 | | | | | | 720 | | | | | | 720 | | | | | | 720 | | | | | | 720 | | | | | | 720 | | |
Club dues(f) | | | | | 18,069 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| | | | | | | | | 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) | | ||||||||||||||||||||||||||||||||||||||||||
Name | | | Grant Date | | | Threshold ($) | | | Target ($) | | | Maximum ($) | | | Threshold (#) | | | Target (#) | | | Maximum (#) | | |||||||||||||||||||||||||||||||||||||||||||||
Oliver E. Lewis, Jr. | | | | | 3/22/21 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 23,516 | | | | | | — | | | | | | — | | | | | | 419,996 | | |
| | | | | 3/22/21 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 57,026 | | | | | $ | 17.86 | | | | | | 279,998 | | |
Name | Year | 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 ($)(7) | Total ($) |
Thomas J. | |||||||||
Kemly President | 2020 | 825,577 | — | — | — | 890,236 | 1,751,023 | 151,035 | 3,617,871 |
and Chief | 2019 | 775,000 | — | 4,184,996 | 2,790,002 | 849,735 | 2,350,329 | 181,941 | 11,132,003 |
Executive Officer | 2018 | 745,000 | — | — | — | 894,855 | — | 41,632 | 1,681,487 |
Dennis E. Gibney | |||||||||
Executive Vice | 2020 | 417,462 | — | — | — | 367,829 | 170,419 | 56,133 | 1,011,843 |
President | 2019 | 392,000 | 50,000 | 1,530,001 | 1,020,000 | 294,386 | 153,627 | 63,976 | 3,503,990 |
and Chief Financial Officer | 2018 | 382,000 | — | — | — | 326,138 | — | 9,840 | 717,978 |
E. Thomas Allen, Jr. | |||||||||
Senior Executive Vice | 2020 | 477,693 | — | — | — | 472,714 | 685,719 | 82,868 | 1,718,994 |
President and Chief | 2019 | 450,000 | — | 1,800,006 | 1,200,000 | 440,107 | 974,481 | 97,269 | 4,961,863 |
Operating Officer | 2018 | 445,000 | — | — | — | 440,155 | — | 25,676 | 910,831 |
John Klimowich Executive Vice President and Chief Risk Officer | 2020 2019 | 363,462 330,000 | — — | — 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 Banking | 2020 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 |
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 |
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 | — | — | — | — |
Outstanding Equity Awards at 20202021 Fiscal Year End
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 |
| | | Option Awards | | | Stock Awards | | ||||||||||||||||||||||||||||||||||||||||||||||||
Name | | | Grant Date | | | Number of Securities Underlying Unexercised Stock Options Exercisable(1) | | | Number of 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. Kemly | | | | | 07/23/2019 | | | | | | 262,588 | | | | | | 393,883 | | | | | $ | 15.60 | | | | | | 07/23/2029 | | | | | | — | | | | | $ | — | | | | | | — | | | | | $ | — | | |
| | | 07/23/2019 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 214,616 | | | | | | 4,476,890 | | | | | | — | | | | | | — | | | ||
Dennis E. Gibney | | | | | 07/23/2019 | | | | | | 96,000 | | | | | | 144,000 | | | | | $ | 15.60 | | | | | | 07/23/2029 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| | | 07/23/2019 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 78,462 | | | | | | 1,636,718 | | | | | | — | | | | | | — | | | ||
E. Thomas Allen, Jr. | | | | | 07/23/2019 | | | | | | 112,941 | | | | | | 169,412 | | | | | $ | 15.60 | | | | | | 07/23/2029 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| | | 07/23/2019 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 92,308 | | | | | | 1,925,545 | | | | | | — | | | | | | — | | | ||
John Klimowich | | | | | 07/23/2019 | | | | | | 75,294 | | | | | | 112,941 | | | | | $ | 15.60 | | | | | | 07/23/2029 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| | | 07/23/2019 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 61,539 | | | | | | 1,283,703 | | | | | | — | | | | | | — | | | ||
Allyson Schlesinger | | | | | 07/23/2019 | | | | | | 62,117 | | | | | | 93,177 | | | | | $ | 15.60 | | | | | | 07/23/2029 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| | | 07/23/2019 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 50,770 | | | | | | 1,059,063 | | | | | | — | | | | | | — | | | ||
Oliver E. Lewis, Jr. | | | | | 12/16/2019 | | | | | | 7,058 | | | | | | 10,589 | | | | | $ | 17.00 | | | | | | 07/23/2029 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| | | 12/16/2019 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 5,718 | | | | | | 119,278 | | | | | | — | | | | | | — | | | ||
| | | 03/22/2021 | | | | | | — | | | | | | 57,026 | | | | | $ | 17.86 | | | | | | 03/22/2031 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | ||
| | | 03/22/2021 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 23,516 | | | | | | 490,544 | | | | | | — | | | | | | — | | |
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 |
| | | 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 | | | | | — | | | | | | — | | | | | | 26,827 | | | | | $ | 471,350 | | |
Dennis E. Gibney | | | | | — | | | | | | — | | | | | | 9,808 | | | | | | 172,327 | | |
E. Thomas Allen | | | | | — | | | | | | — | | | | | | 11,539 | | | | | | 202,740 | | |
John Klimowich | | | | | — | | | | | | — | | | | | | 7,692 | | | | | | 135,148 | | |
Allyson Schlesinger | | | | | — | | | | | | — | | | | | | 6,346 | | | | | | 111,499 | | |
Oliver E. Lewis, Jr. | | | | | — | | | | | | — | | | | | | 715 | | | | | | 12,563 | | |
Name | | | Plan Name | | | Number of Years of Credited Service | | | Present Value of Accumulated Benefit(1) | | ||||||
Thomas J. Kemly | | | Columbia Bank Retirement Plan | | | | | 40.67 | | | | | | 4,327,332 | | |
| Columbia Bank Retirement Income Maintenance Plan | | | | | 40.67 | | | | | | 7,725,765 | | | ||
Dennis E. Gibney | | | Columbia Bank Retirement Plan | | | | | 7.50 | | | | | | 406,744 | | |
| Columbia Bank Retirement Income Maintenance Plan | | | | | 7.50 | | | | | | 168,932 | | | ||
E. Thomas Allen, Jr. | | | Columbia Bank Retirement Plan | | | | | 27.25 | | | | | | 2,971,349 | | |
| Columbia Bank Retirement Income Maintenance Plan | | | | | 27.25 | | | | | | 1,877,664 | | | ||
John Klimowich | | | Columbia Bank Retirement Plan | | | | | 36.17 | | | | | | 3,280,266 | | |
| Columbia Bank Retirement Income Maintenance Plan | | | | | 36.17 | | | | | | 511,867 | | | ||
Allyson Schlesinger | | | Columbia Bank Retirement Plan | | | | | 3.25 | | | | | | 212,059 | | |
| Columbia Bank Retirement Income Maintenance Plan | | | | | 3.25 | | | | | | 56,721 | | | ||
Oliver E. Lewis, Jr. | | | Columbia Bank Retirement Plan | | | | | — | | | | | | — | | |
| Columbia Bank Retirement Income Maintenance Plan | | | | | — | | | | | | — | | |
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
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.
Name | | | Plan | | | Executive Contributions in Last Fiscal Year | | | Company Contributions in Last Fiscal Year(2) | | | Aggregate Earnings in Last Fiscal Year(3) | | | Aggregate Balance at Last Fiscal Year End(4) | | ||||||||||||
Thomas J. Kemly | | | Columbia Bank Savings Income Maintenance Plan | | | | | 95,099 | | | | | | 2,086 | | | | | | — | | | | | | 1,436,130 | | |
| ESOP Supplemental Executive Retirement Plan(1) | | | | | — | | | | | | 117,754 | | | | | | — | | | | | | 463,962 | | | ||
Dennis E. Gibney | | | Columbia Bank Savings Income Maintenance Plan | | | | | 26,969 | | | | | | — | | | | | | — | | | | | | 242,787 | | |
| ESOP Supplemental Executive Retirement Plan | | | | | — | | | | | | 40,644 | | | | | | — | | | | | | 152,869 | | | ||
E. Thomas Allen, Jr. | | | Columbia Bank Savings Income Maintenance Plan | | | | | 56,473 | | | | | | — | | | | | | — | | | | | | 154,653 | | |
| ESOP Supplemental Executive Retirement Plan | | | | | — | | | | | | 54,325 | | | | | | — | | | | | | 206,733 | | | ||
John Klimowich | | | Columbia Bank Savings Income Maintenance Plan | | | | | 14,104 | | | | | | — | | | | | | — | | | | | | 68,676 | | |
| ESOP Supplemental Executive Retirement Plan | | | | | — | | | | | | 29,257 | | | | | | — | | | | | | 98,940 | | | ||
Allyson Schlesinger | | | Columbia Bank Savings Income Maintenance Plan | | | | | 22,913 | | | | | | — | | | | | | — | | | | | | 35,818 | | |
| ESOP Supplemental Executive Retirement Plan | | | | | — | | | | | | 28,771 | | | | | | — | | | | | | 76,389 | | | ||
Oliver E. Lewis, Jr. | | | Columbia Bank Savings Income Maintenance Plan | | | | | — | | | | | | — | | | | | | — | | | | | | 15,997 | | |
| ESOP Supplemental Executive Retirement Plan | | | | | — | | | | | | 13,063 | | | | | | — | | | | | | 13,063 | | |
Name | Plan | Executive Contributions in Last Fiscal Year | Company Contributions in Last Fiscal Year | Aggregate Earnings in Last Fiscal Year (1) | Aggregate |
Thomas J. Kemly | Columbia Bank Savings Income Maintenance Plan | $99,573 | $ 2,129 | — | $1,032,759 |
ESOP Supplemental Executive Retirement Plan | — | 84,972 | — | 173,283 | |
Dennis E. Gibney | Columbia 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 Klimowich | Columbia Bank Savings Income Maintenance Plan | 11,741 | — | — | 38,629 |
ESOP Supplemental Executive Retirement Plan | — | 20,403 | — | 31,583 | |
Allyson Schlesinger | Columbia Bank Savings Income Maintenance Plan | 5,348 | — | — | 5,893 |
ESOP Supplemental Executive Retirement Plan | — | 15,801 | — | 19,723 |
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.
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.
47 above.
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) | 3,756,838 | 1,373,466 | 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 | | |
Equity Awards | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Total | | | | $ | 765,160 | | | | | $ | 334,029 | | | | | $ | 441,025 | | | | | $ | 240,408 | | | | | $ | 294,737 | | | | | $ | 262,719 | | |
| | | Thomas J. Kemly | | | Dennis E. Gibney | | | E. Thomas Allen, Jr. | | | John Klimowich | | | Allyson Schlesinger | | | Oliver E. Lewis, Jr. | | ||||||||||||||||||
Involuntary Termination by Company without Cause or Resignation by Executive Officer 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 Officer 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) | | | | | 2,180,399 | | | | | | 879,069 | | | | | | 1,110,921 | | | | | | 666,353 | | | | | | 635,758 | | | | | | 288,273 | | |
Potential Forfeiture (Best Net After Tax)(9) | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (369,527) | | | | | | — | | |
Total | | | | $ | 13,944,048 | | | | | $ | 5,850,446 | | | | | $ | 6,952,579 | | | | | $ | 4,687,135 | | | | | $ | 3,307,141 | | | | | $ | 2,572,714 | | |
Financial.
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 ($) | Option Awards (Number of Options) | Grant Date Fair Option Awards ($) | |
James M. Kuiken | 3,316 | 50,005 | — | — |
Lucy Sorrentini | 3,316 | 50,005 | — | — |
Paul Van Ostenbridge | 3,316 | 50,005 | — | — |
2020in 2021.
Name | | | Fees Earned or Paid in Cash ($) | | | Stock Awards(1) ($) | | | Option Awards(2) ($) | | | Nonqualified Deferred Compensation Earnings(3) ($) | | | All Other Compensation(4) ($) | | | Total ($) | | ||||||||||||||||||
Frank Czerwinski | | | | | 113,000 | | | | | | — | | | | | | — | | | | | | — | | | | | | 1,778 | | | | | | 114,778 | | |
Noel R. Holland | | | | | 165,735 | | | | | | — | | | | | | — | | | | | | 24,765 | | | | | | 3,830 | | | | | | 194,330 | | |
James M. Kuiken | | | | | 105,500 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 105,500 | | |
Michael Massood, Jr. | | | | | 113,000 | | | | | | — | | | | | | — | | | | | | — | | | | | | 14,043 | | | | | | 127,043 | | |
Elizabeth E. Randall | | | | | 55,250 | | | | | | — | | | | | | — | | | | | | 55,250 | | | | | | 1,243 | | | | | | 111,743 | | |
Lucy Sorrentini | | | | | 55,042 | | | | | | — | | | | | | — | | | | | | 55,042 | | | | | | 30,012 | | | | | | 140,096 | | |
Daria Stacy-Walls Torres(5) | | | | | 6,950 | | | | | | — | | | | | | — | | | | | | 42,550 | | | | | | — | | | | | | 49,500 | | |
Robert Van Dyk | | | | | 109,200 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 109,200 | | |
Paul Van Ostenbridge | | | | | 109,200 | | | | | | — | | | | | | — | | | | | | — | | | | | | 142 | | | | | | 109,342 | | |
Name (1)(2) | Fees Earned ($) | Stock ($)(3) | Option ($) | Nonqualified Deferred Compensation Earnings ($)(4) | All Other Compensation ($)(5) | Total ($) |
Frank Czerwinski | 107,800 | — | — | — | 1,640 | 109,440 |
Raymond G. Hallock(6) | 43,333 | — | — | — | 1,000 | 44,333 |
Noel R. Holland | 160,515 | — | — | 23,985 | 5,519 | 190,019 |
Henry Kuiken(6) | 39,950 | — | — | — | 2,920 | 42,870 |
James M. Kuiken(7) | 56,540 | 50,005 | — | — | 8,140 | 114,685 |
Michael Masood, Jr. | 105,200 | — | — | — | 14,933 | 120,133 |
Elizabeth E. Randall | 106,600 | — | — | — | 848 | 107,448 |
Lucy Sorrentini(7) | 56,450 | 50,005 | — | — | — | 106,455 |
Robert Van Dyk | 100,300 | — | — | — | — | 100,300 |
Paul Van Ostenbridge | 100,617 | 50,005 | — | — | — | 150,622 |
2020 | 2019 | |
Audit Fees(1) | $905,000 | $965,000 |
Audit-Related Fees | $107,000 | $287,000 |
Tax Fees(2) | — | $92,900 |
All Other Fees | — | — |
| | | | | 2021 | | | 2020 | | | ||||||
| | Audit Fees(1) | | | | $ | 1,040,000 | | | | | $ | 905,000 | | | |
| | Audit-Related Fees | | | | | — | | | | | | 107,000 | | | |
| | Tax Fees | | | | | — | | | | | | — | | | |
| | All Other Fees | | | | | — | | | | | | — | | | |
2022.
Name and Address | Number of Shares Owned | Percent of Common Stock Outstanding |
Columbia Bank MHC 19-01 Route 208 North Fair Lawn, New Jersey 07410 | 67,339,203 | 61.8% |
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 | | | | | 76,016,524 | | | | | | 67.8% | | |
Name | Number of Shares Owned (1) | Number of Shares That May Be Acquired Within 60 Days By Exercising Options |
Directors: | ||
Noel R. Holland | 91,989 | 16,658 |
Frank Czerwinski (2) | 89,038 | 16,658 |
Thomas J. Kemly (3) | 477,441 | 131,294 |
James M. Kuiken | 4,816 | — |
Michael Massood, Jr. | 87,998 | 16,658 |
Elizabeth E. Randall | 86,208 | 16,658 |
Lucy Sorrentini | 4,385 | — |
Robert Van Dyk (4) | 131,038 | 16,658 |
Paul Van Ostenbridge | 9,141 | — |
Executive Officers Who Are Not Directors: | ||
E. Thomas Allen, Jr. | 187,457 | 56,470 |
Damodaram Bashyam | 40,897 | 18,300 |
Dennis E. Gibney (5) | 186,868 | 48,000 |
Geri M. Kelly | 128,693 | 30,117 |
John Klimowich | 108,858 | 37,647 |
Mark S. Krukar | 110,293 | 28,235 |
Oliver E. Lewis, Jr. | 32,732 | 3,529 |
Brian W. Murphy (6) | 68,065 | 15,529 |
Allyson Schlesinger | 80,800 | 31,058 |
All Directors, Director Nominees and Executive Officers as a Group (18 persons) | 1,926,717 | 483,469 |
Columbia (ESOP) | Columbia Bank Supplemental Executive Retirement Plan (SERP) | Columbia Savings and Investment (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. Holland | — | — | — | — | 7,951 | 27,231 |
Frank Czerwinski | — | — | — | — | — | 27,231 |
Thomas J. Kemly | 3,330 | 11,135 | 40,926 | 41,572 | 43,396 | 241,443 |
James M. Kuiken | — | — | — | — | — | 3,316 |
Michael Massood, Jr. | — | — | — | — | — | 27,231 |
Elizabeth E. Randall | — | — | — | — | 884 | 27,231 |
Robert Van Dyk | — | — | — | — | — | 27,231 |
Paul Van Ostenbridge | — | — | — | — | — | 3,316 |
Lucy Sorrentini | — | — | — | — | 769 | 3,316 |
E. Thomas Allen, Jr. | 3,330 | 4,806 | 31,000 | 1,352 | 5,584 | 103,847 |
Damodaram Bashyam | — | — | — | — | — | 33,353 |
Dennis E. Gibney | 3,330 | 3,509 | — | — | 1,953 | 88,270 |
Geri M. Kelly | 3,330 | 1,735 | 25,050 | 1,058 | 8,003 | 55,385 |
John Klimowich | 3,330 | 2,028 | 17,143 | 2,984 | 2,126 | 69,231 |
Mark S. Krukar | 3,330 | 1,916 | 24,957 | 4,847 | 7,551 | 51,293 |
Oliver E. Lewis, Jr. | 2,256 | — | — | — | 37 | 29,949 |
Brian W. Murphy | 3,330 | 789 | 30,000 | 325 | 1,785 | 28,558 |
Allyson Schlesinger | 2,394 | 1,267 | — | 1,542 | 4,829 | 57,116 |
Name and Address | | | Number of Shares Owned(1) | | | Number of Shares That May be Acquired Within 60 Days by Exercising Options | | ||||||
Directors: | | | | | | | | | | | | | |
Noel R. Holland | | | | | 92,929 | | | | | | 33,317 | | |
Frank Czerwinski(2) | | | | | 89,038 | | | | | | 33,317 | | |
Thomas J. Kemly(3) | | | | | 489,814 | | | | | | 262,588 | | |
James M. Kuiken | | | | | 4,816 | | | | | | — | | |
Michael Massood, Jr. | | | | | 87,998 | | | | | | 33,317 | | |
Elizabeth E. Randall | | | | | 88,967 | | | | | | 33,317 | | |
Lucy Sorrentini | | | | | 7,631 | | | | | | — | | |
Robert Van Dyk(4) | | | | | 131,038 | | | | | | 33,317 | | |
Paul Van Ostenbridge | | | | | 11,491 | | | | | | — | | |
Daria Stacy-Walls Torres | | | | | 3,926 | | | | | | — | | |
Executive Officers Who Are Not Directors: | | | | | | | | | | | | | |
E. Thomas Allen, Jr. | | | | | 189,689 | | | | | | 112,941 | | |
Dennis E. Gibney(5) | | | | | 191,865 | | | | | | 96,000 | | |
W. Justin Jennings | | | | | 18,658 | | | | | | — | | |
Geri M. Kelly | | | | | 132,705 | | | | | | 60,235 | | |
John Klimowich | | | | | 114,660 | | | | | | 75,294 | | |
Name and Address | | | Number of Shares Owned(1) | | | Number of Shares That May be Acquired Within 60 Days by Exercising Options | | ||||||
Mark S. Krukar | | | | | 117,121 | | | | | | 56,470 | | |
Oliver E. Lewis, Jr. | | | | | 32,544 | | | | | | 26,066 | | |
Brian W. Murphy(6) | | | | | 70,555 | | | | | | 31,058 | | |
Allyson Schlesinger | | | | | 91,514 | | | | | | 62,117 | | |
All Directors, Director Nominees and Executive Officers as a Group (19 persons) | | | | | 1,966,959 | | | | | | 949,354 | | |
| | | 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. Holland | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 8,891 | | | | | | 20,423 | | |
Frank Czerwinski | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 20,423 | | |
Thomas J. Kemly | | | | | 4,509 | | | | | | 22,239 | | | | | | 49,930 | | | | | | 41,572 | | | | | | 51,107 | | | | | | 214,616 | | |
James M. Kuiken | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 2,211 | | |
Michael Massood, Jr. | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 20,423 | | |
Elizabeth E. Randall | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 3,643 | | | | | | 20,423 | | |
Lucy Sorrentini | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 4,015 | | | | | | 2,211 | | |
Daria S. Torres | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 3,926 | | | | | | — | | |
Robert Van Dyk | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 20,423 | | |
Paul Van Ostenbridge | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 2,211 | | |
E. Thomas Allen, Jr. | | | | | 4,509 | | | | | | 9,910 | | | | | | 31,000 | | | | | | 1,352 | | | | | | 5,584 | | | | | | 92,308 | | |
Dennis E. Gibney | | | | | 4,509 | | | | | | 7,326 | | | | | | — | | | | | | — | | | | | | 1,953 | | | | | | 78,462 | | |
W. Justin Jennings | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 71 | | | | | | 18,587 | | |
Geri M. Kelly | | | | | 4,509 | | | | | | 3,743 | | | | | | 25,050 | | | | | | 1,003 | | | | | | 8,883 | | | | | | 49,231 | | |
John Klimowich | | | | | 4,509 | | | | | | 4,741 | | | | | | 17,143 | | | | | | 3,462 | | | | | | 3,558 | | | | | | 61,539 | | |
Mark S. Krukar | | | | | 4,509 | | | | | | 4,186 | | | | | | 25,529 | | | | | | 5,416 | | | | | | 9,789 | | | | | | 46,154 | | |
Oliver E. Lewis, Jr. | | | | | 3,411 | | | | | | 626 | | | | | | — | | | | | | — | | | | | | 1,071 | | | | | | 21,396 | | |
Brian W. Murphy | | | | | 4,509 | | | | | | 1,585 | | | | | | 30,000 | | | | | | 569 | | | | | | 2,180 | | | | | | 25,385 | | |
Allyson Schlesinger | | | | | 3,573 | | | | | | 3,661 | | | | | | — | | | | | | 3,130 | | | | | | 8,038 | | | | | | 50,770 | | |
2021.
Title | | | Amount | | |
| President and Chief Executive Officer | | | 5x base salary | |
| Senior Executive Vice Presidents | | | 3x base salary | |
| Executive Vice Presidents | | | 3x base salary | |
| Non-Employee Directors | | | 3x annual fees and retainers for service on the Board of Directors | |
Transactions covered by the policy consist of any financial transaction, arrangement or relationship or series of similar transactions, arrangements or relationships, in which:
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.
Notice and Accessibility of Proxy Materials
Bank Core ROAA (Dollars in thousands) | | | Year Ended December 31, 2019 | | | Year Ended December 31, 2020 | | | Year Ended December 31, 2021 | | | 3 Year Average | | ||||||||||||
Bank Net income | | | | $ | 55,858 | | | | | $ | 58,027 | | | | | $ | 92,229 | | | | | | | | |
Less/Add: (gain) loss on securities transactions, net of tax | | | | | (2,065) | | | | | | (717) | | | | | | — | | | | | | | | |
Add: voluntary early retirement plan, net of tax | | | | | — | | | | | | 2,276 | | | | | | — | | | | | | | | |
Add: merger-related expenses, net of tax | | | | | 729 | | | | | | 1,948 | | | | | | 202 | | | | | | | | |
Add: loss on extinguishment of debt, net of tax | | | | | — | | | | | | 880 | | | | | | 2,074 | | | | | | | | |
Add: branch closure expense, net of tax | | | | | 385 | | | | | | 1,206 | | | | | | 400 | | | | | | | | |
Add: write-down of MSR, net of tax | | | | | — | | | | | | 57 | | | | | | — | | | | | | | | |
Add: loss on sale/disposal of assets, net of tax | | | | | — | | | | | | 121 | | | | | | 10 | | | | | | | | |
Core net income | | | | | 54,907 | | | | | | 63,798 | | | | | | 94,915 | | | | | | | | |
Average Assets | | | | | 7,093,352 | | | | | | 8,761,953 | | | | | | 9,094,388 | | | | | | | | |
Return on Average Assets | | | | | 0.79% | | | | | | 0.66% | | | | | | 1.01% | | | | | | 0.82% | | |
Core Return on Average Assets | | | | | 0.77% | | | | | | 0.73% | | | | | | 1.04% | | | | | | 0.85% | | |
| | | | | | | | | | | | | | | | | Target | | | | | | 0.63% | | |
Cumulative Core Earnings Per Share (Dollars in thousands) | | | Year Ended December 31, 2019 | | | Year Ended December 31, 2020 | | | Year Ended December 31, 2021 | | | Cumulative 3 Year Period | | ||||||||||||
Consolidated Net income | | | | $ | 54,717 | | | | | $ | 57,603 | | | | | $ | 92,049 | | | | | | | | |
Less: gain on securities transactions, net of tax | | | | | (2,006) | | | | | | (279) | | | | | | (1,481) | | | | | | | | |
Add: voluntary early retirement plan | | | | | — | | | | | | 2,255 | | | | | | — | | | | | | | | |
Add: merger-related expenses, net of tax | | | | | 2,162 | | | | | | 1,500 | | | | | | 974 | | | | | | | | |
Add: loss on extinguishment of debt, net of tax | | | | | — | | | | | | 879 | | | | | | 2,079 | | | | | | | | |
Add: branch closure expense, net of tax | | | | | — | | | | | | 1,075 | | | | | | 410 | | | | | | | | |
Core net income | | | | | 54,873 | | | | | | 63,033 | | | | | | 94,031 | | | | | | | | |
Weighted average shares -basic | | | | | 111,101,246 | | | | | | 109,755,924 | | | | | | 104,156,112 | | | | | | | | |
Roselle Entities – April 1, 2020 | | | | | — | | | | | | (3,575,787) | | | | | | (4,759,048) | | | | | | | | |
Freehold Entities – December 1, 2021 | | | | | — | | | | | | — | | | | | | (220,058) | | | | | | | | |
Weighted average shares (w/o Roselle & Freehold) | | | | | 111,101,246 | | | | | | 106,180,137 | | | | | | 99,177,006 | | | | | | | | |
Core EPS (ex- RSI and Freehold shares) | | | | $ | 0.49 | | | | | $ | 0.59 | | | | | $ | 0.95 | | | | | $ | 2.03 | | |
| | | | | | | | | | | | | | | | | Target | | | | | $ | 1.43 | | |
Bank Core Efficiency Ratio (Dollars in thousands) | | | For the Year Ended December 31, 2021 | | |||
Net interest income | | | | $ | 222,463 | | |
Non-interest income | | | | | 40,907 | | |
Total Income | | | | $ | 263,370 | | |
Non-interest expense | | | | $ | 146,909 | | |
Efficiency Ratio | | | | | 55.8% | | |
Non-interest Income | | | | $ | 40,907 | | |
Less: Gain on Sale of Securities | | | | | (2,081) | | |
Less: Gain on Swaps | | | | | (115) | | |
Add: Loss on sale/disposal of assets | | | | | (355) | | |
Core Non-interest Income | | | | | 38,356 | | |
Net interest income | | | | | 222,463 | | |
Core Income | | | | $ | 260,819 | | |
Non-interest expense | | | | $ | 146,909 | | |
Less: Loss on Fair Value of Securities | | | | | (1,758) | | |
Less: Merger Expenses | | | | | (277) | | |
Less: Loss on Sale of Securities | | | | | (439) | | |
Less: Loss on Assets Held for Sale | | | | | (175) | | |
Less: Prepayment of Debt | | | | | (2,842) | | |
Less: Branch Closing | | | | | (548) | | |
Less: Loss on sale/disposal of assets | | | | | (194) | | |
Core Non-interest expense | | | | $ | 140,676 | | |
Core Efficiency Ratio | | | | | 53.9% | | |
C/INC.C/O BROADRIDGE CORPORATE ISSUER SOLUTIONS P.O.BOXSOLUTIONSP.O. BOX 1342
BRENTWOOD, NY 11717
VOTE SCAN TOVIEW MATERIALS & VOTEVOTE BY INTERNET
BeforeINTERNETBefore The Meeting - Go to www.proxyvote.com
Use or scan the QR Barcode aboveUse the Internet to transmit your voting instructions and for electronic delivery of information. Vote by 11:59 p.m. Eastern Time on May 19, 2021June 21, 2022 for shares held directly and by 11:59 p.m. Eastern Time on MayJune 17, 20212022 for shares held in a Plan. Have your proxy card in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction form.
Duringform.During The Meeting - Go to www.virtualshareholdermeeting.com/CLBK2021
YouCLBK2022You may attend the meeting via the Internet and vote during the meeting. Have the information that is printed in the box marked by the arrow available and follow the instructions.
VOTEinstructions.VOTE BY PHONE - 1-800-690-6903
Use1-800-690-6903Use any touch-tone telephone to transmit your voting instructions. Vote by 11:59 p.m. Eastern Time on May 19, 2021June 21, 2022 for shares held directly and by 11:59 p.m. Eastern Time on MayJune 17, 20212022 for shares held in a Plan. Have your proxy card in hand when you call and then follow the instructions.
VOTEinstructions.VOTE BY MAIL
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.
TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS:
D48818-P55269 D86322-P73805 KEEP THIS PORTION FOR YOUR RECORDS
THIS 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 to vote for any individual
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) on the line below.
the following:
1. Election of Directors
Nominees:
1) Noel R. Holland
2) Lucy Sorrentini
3) Robert Van Dyk
The Board of Directors recommends you vote FOR proposals 2 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: To transact such other business as may properly come before the meeting and any adjournment or postponement of the meeting.
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.
Signature [PLEASE SIG
The Notice and Proxy Statement and Annual Report are available at www.proxyvote.com.
D48819-P55269
COLUMBIAwww.proxyvote.com.D86323-P73805COLUMBIA FINANCIAL, INC.
AnnualINC.Annual Meeting of Shareholders
May 20, 2021 June 22, 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 Annual Meeting of Shareholders to be held at 10:00 AM, local time on May 20, 2021,June 22, 2022, exclusively via live webcast at www.virtualshareholdermeeting.com/CLBK2021,CLBK2022, 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.Continued and to be signed on reverse side