The 2022 Annual Meeting of Stockholders of Northfield Bancorp, Inc. (sometimes referred to as the “Bancorp”), parent of Northfield Bank (collectively with the Bancorp, the “Company”), will be held in a virtual only format with stockholder participation via live audio webcast. The meeting will be held on May 25, 2022, at 10:00 A.M. Eastern Time. You may participate in the Annual Meeting, submit questions, and vote online, until voting is closed, at www.virtualshareholdermeeting.com/NFBK2022.

The accompanying Notice of Annual Meeting and Proxy Statement describe the formal business expected to be transacted. During the Annual Meeting we also will report on the consolidated operations of Northfield Bancorp, Inc.

The business to be conducted at the Annual Meeting consists of the election of four directors, consideration of an advisory, non-binding resolution with respect to the executive compensation described in the Proxy Statement, and ratification of the appointment of KPMG LLP as independent registered public accounting firm for the year ending December 31, 2022.

The Board of Directors has determined that the matters to be considered at the Annual Meeting are in the best interest of Northfield Bancorp, Inc. and its stockholders, and unanimously recommends a vote “FOR” each matter to be considered.

YOUR VOTE IS IMPORTANT. You may vote your shares using the Internet or the telephone by following the instructions set forth in the Proxy Statement. You also may vote by signing, dating, and returning a Proxy Card or voting instruction form, in the postage-paid envelope provided, if you requested and received a paper copy of the Proxy Statement. Voting in advance of the Annual Meeting will not prevent you from voting online during the live, audio webcast, but will assure that your vote is counted if you are unable to participate in the Annual Meeting. However, if your shares are not registered in your name, you will need additional documentation from the recordholder to vote via the live audio webcast. YOU DO NOT NEED A VOTING CONTROL NUMBER TO ACCESS THE ANNUAL MEETING, BUT YOU WILL ONLY BE ABLE TO VOTE YOUR SHARES AT THE ANNUAL MEETING BY ENTERING YOUR CONTROL NUMBER FOUND IN THE MATERIALS YOU RECEIVED.

Also provided for your review or made available online is our Annual Report on Form 10-K for the year ended December 31, 2021, which contains detailed information concerning our activities and operating performance. On behalf of the Board of Directors, I thank you for your continued support.

This Proxy Statement is furnished in connection with the solicitation of proxies on behalf of the Board of Directors of Northfield Bancorp, Inc. (sometimes referred to as the “Board”) to be used at the 2022 Annual Meeting of Stockholders of Northfield Bancorp, Inc., which will be held in a virtual only format via live audio webcast at www.virtualshareholdermeeting.com/NFBK2022, at 10:00 a.m., Eastern Time, on May 25, 2022, and all adjournments of the Annual Meeting. The accompanying Notice of Annual Meeting of Stockholders and this Proxy Statement are first being made available to stockholders on or about April 11, 2022.

Stockholders who execute proxies in the form solicited hereby retain the right to revoke them in the manner described below. Unless so revoked, the shares represented by such proxies will be voted at the Annual Meeting and all adjournments thereof. Proxies solicited on behalf of our Board of Directors will be voted in accordance with the directions given thereon. You may vote by using the Internet or telephone, or by signing, dating, and

returning your Proxy Card or voting instruction form to Northfield Bancorp, Inc. (if you requested and received a paper copy of the Proxy Statement). Unrevoked proxies we receive that are signed and dated, but contain no instructions for voting, will be voted “FOR” Proposals 1, 2, and 3, as set forth in this Proxy Statement.

Proxies may be revoked by sending written notice of revocation to the Corporate Secretary of Northfield Bancorp, Inc., at 581 Main Street, Suite 810, Woodbridge, New Jersey 07095, or by returning a duly executed proxy bearing a later date by mail as described on your Proxy Card. Participation virtually via live audio webcast, of any stockholder who had given a proxy shall not revoke such proxy unless the stockholder votes his or her ballot via live audio webcast at the Annual Meeting or delivers a written revocation to the Corporate Secretary prior to the voting of such proxy.

Under the Bancorp’s Certificate of Incorporation, subject to certain exceptions, record owners of the Bancorp’s common stock that is beneficially owned by a person who beneficially owns in excess of 10% of the outstanding shares are not entitled to vote any of the shares held in excess of the 10% limit.

The Board of Directors affirmatively determines the independence of each director in accordance with NASDAQ Stock Market rules, which include all elements of independence as set forth in the listing requirements for NASDAQ securities. The Board of Directors has determined that each of the above directors, other than Mr. Klein, meets the independence standards to be considered an independent director, as defined. In addition, the Board of Directors has determined that all of the above directors, other than Mr. Klein and Mr. Medina, qualify to serve on the Audit Committee and the Compensation Committee pursuant to additional applicable independence requirements and guidelines of NASDAQ and the rules and regulations of the SEC. Mr. Medina is an Executive Vice President with CBRE Group, Inc., and its affiliate CBRE, Inc. is an approved appraiser performing appraisals for Northfield Bank from time to time. Accordingly, the Board of Directors does not intend to appoint Mr. Medina to any of the Audit, Compensation or Nominating and Corporate Governance Committees while Northfield Bank uses CBRE, Inc. or any affiliate for appraisal services. The Board of Directors has also determined that directors Catino, Chapman, Patafio, and Stahlin each meet the qualifications to serve as an “audit committee financial expert” as that term is used in the rules and regulations of the SEC. The Board of Directors has designated Audit Committee members Catino, Chapman, Patafio, and Stahlin as “audit committee financial experts.”

Leadership Structure. The Nominating and Corporate Governance Committee and the Board of Directors periodically review the functioning of the Board, including an assessment of its effectiveness, and the ability of directors to identify and discuss topics of relevant interest or concern. The Board of Directors believes that it should maintain the flexibility to select the Chair, and its Board leadership structure, based upon the Board’s operating needs and its assessment of what is in the best interest of the Company and its stockholders. Currently, the offices of the Chair of the Board and the Chief Executive Officer are combined, with Mr. Klein serving as Chairman and Chief Executive Officer. The Board has discussed and evaluated the benefits and considerations of a unified role of Chairman and Chief Executive Officer. The Board has concluded that a unified leadership role of Chairman and Chief Executive Officer, in conjunction with a strong independent lead director, and independent lead director charter, was an appropriate leadership structure for the Company, and the Board has determined Mr. Klein should serve as Chairman.

As noted above, the Board of Directors recognizes the importance of strong independent leadership on the Board. Accordingly, in addition to the Board maintaining a supermajority of independent directors and independent Nominating and Corporate Governance, Compensation, and Audit Committees, the Board also has designated the position of Independent Lead Director. The Board of Directors believes that the Independent Lead Director structure provides additional independent leadership, oversight, and benefits for the Company. Our Corporate Governance Principles provide that a majority of the independent directors appoint the Independent Lead Director. The Independent Lead Director serves for a two-year term or until such time that a successor has been appointed. Currently, Ms. Catino serves as the Board’s Independent Lead Director. The independent directors also have approved an Independent Lead Director Charter delineating the role and responsibilities of the Independent Lead Director, which include the following:

Role in Risk Oversight. The Board of Directors fulfills its risk oversight role primarily through its Risk Committee, and its other standing committees. The Risk Committee has responsibility for enterprise-wide risk oversight and determining that significant risks of the Company are monitored by the Board of Directors or one of its standing committees. In addition, the Risk Committee (or a committee with oversight responsibility for such risks) reviews new products and services proposed to be implemented by management to determine that appropriate risk identification has occurred; controls are considered to mitigate identified risks to an acceptable level; and significant risks are monitored by one of the Board’s standing committees.

Each Board committee and its chair works with the Company’s Chief Risk Officer and other members of management in overseeing its assigned risks. Each committee receives reports and information regarding relevant risks directly from management and the Chief Risk Officer. Each Board committee is responsible for oversight of specific risks, including those outlined in the committee’s charter. In addition, director committee assignments are made with the intention of having directors serve on multiple committees to foster communications and synergies among committees, while reducing redundancies and inefficiencies.

The Board periodically receives reports and information about the Company’s enterprise-wide risk management program directly from the Risk Committee and members of management, including the Chief Risk Officer. Committee chairs make periodic reports to the Board of Directors regarding significant activities and actions of their committee, including activities related to risk monitoring and oversight. The reports are discussed and accepted by the Board of Directors, with specific approvals provided for certain actions of the committees.

Cybersecurity. Northfield Bank maintains an Information and Cybersecurity Program under the leadership of our Chief Risk Officer, the Chief Information Officer, and the Chief Information Security Officer, with timely Board oversight for identifying and mitigating information security risks. We maintain a Cybersecurity Oversight statement on our website that lists the ongoing risk management roles and responsibilities of management and the Compliance and Information Technology (“IT”) Committee. Senior leadership periodically briefs the Board on information security matters, and said Committee reviews, at least annually, the Company’s cyber security insurance policy. The Company has an information security training and compliance program with interactive training modules and phishing exercises throughout each year. In addition, management has a documented approach to identifying and addressing data security risks for online banking.

Employee Compensation Programs. The Compensation Committee meets periodically, but not less than annually, with the Company’s Chief Risk Officer, the Enterprise Risk Manager, the Director of Human Resources, its independent compensation consultant, and the Chief Executive Officer to review the risk assessment of the Company’s compensation programs (including cash incentive compensation programs below the executive officer level administered by management) for all of the Company’s employee levels. The objective of the review is to ensure that the compensation programs do not encourage behaviors that expose the Company to unacceptable types and levels of risk in relation to its business model.

The Chief Internal Auditor provides a report to the Compensation Committee annually regarding procedures performed and conclusions, related to the annual cash incentive compensation awards for executive officers, and annual expenses for executive officers, including the Named Executive Officers.

For executive officers, the Compensation Committee evaluates, in consultation with the Enterprise Risk Manager, the Director of Human Resources, the Chief Internal Auditor, and its independent compensation consultant, the balance of compensation elements between cash and equity, fixed versus variable, and long-term versus short-term. The evaluation considers, among other things, the level of potential cash incentive compensation as compared to base salary, the focus of individual goals, weighting, appropriateness of clawbacks, and the balance of such goals, as well as internal controls in place to mitigate possible high-risk behaviors.

The Compensation Committee receives a report from the Enterprise Risk Manager and the Director of Human Resources on all other compensation programs maintained by the Company. The report includes, among other things, the parameters for potential cash incentive compensation as compared to base salary, the focus of goals, appropriateness of clawbacks, and the balance of such goals, as well as internal controls in place to mitigate possible high-risk behaviors.

Based upon this risk assessment, the Compensation Committee concluded that the compensation programs (including cash incentive compensation) for all employee levels were based on balanced performance metrics that were reasonable in relation to base salary, and promoted disciplined progress towards longer-term strategic objectives.

The Compensation Committee also concluded, among other things, that the compensation programs did not motivate improper risk taking, and are not reasonably likely to have a material adverse effect on the Company. The Company will continue to conduct risk assessments and will review compensation processes in light of changing circumstances, including new and emerging regulations or market practices.

Meetings. The business of the Company is conducted at regular and special meetings of the Board and its standing committees. The Board and its standing committees generally conduct their meetings in person, but as appropriate, including consideration of health and safety concerns related to the pandemic over the last year, has routinely met via video-telephone utilizing secure web based service providers, secure telephonic methods, or acted by unanimous written consent. During the year ended December 31, 2021, the Board of Directors held 12 meetings along with a strategic planning session. Independent directors meet in executive sessions no less than twice a year.

The required quorum for director meetings is a simple majority. No member of the Board or any committee thereof participated in fewer than 75% of the aggregate of: (i) the total number of meetings of the Board of Directors (held during the period for which they have been a director); and (ii) the total number of meetings held by all committees of the Board on which they served (during the periods that they served).

Standing Committees. The Company has six standing committees of the Board consisting of Nominating and Corporate Governance, Audit, Compensation, Risk, Loan, and Compliance and Information Technology. Our Board of Directors has adopted written charters for each standing committee, which are available on our website at www.eNorthfield.com.

The duties and responsibilities of the Board’s standing committees are as follows:

The Nominating and Corporate Governance Committee consists of directors Catino, who serves as Chair, Chapman, Connors, and Harrison. The Nominating and Corporate Governance Committee held five meetings during the year ended December 31, 2021.

The duties and responsibilities of the Nominating and Corporate Governance Committee include assisting the Board of Directors in implementing policies and practices related to corporate governance, including:

The Audit Committee consists of directors Patafio, who serves as Chair, Catino, Chapman, and Stahlin. The Audit Committee held 11 meetings during the year ended December 31, 2021.

The duties and responsibilities of the Audit Committee include:

The Compensation Committee consists of directors Stahlin, who serves as Chair, Catino, Harrison, and Kessler. The Compensation Committee held nine meetings during the year ended December 31, 2021.

The duties and responsibilities of the Compensation Committee include:

The Risk Committee consists of directors Ryan, who serves as Chair, Connors, Kessler, Medina, and Patafio. The Risk Committee’s duties and responsibilities include monitoring the Company’s enterprise-wide risk management program as well as reviewing and monitoring concentration risk, interest rate and liquidity risks, strategic planning, capital deployment, annual budgeting processes, and asset quality (excluding loans). The Risk Committee held five meetings during the year ended December 31, 2021.

The Loan Committee consists of directors Harrison, who serves as Chair, Connors, Patafio, and Ryan. The Loan Committee’s duties and responsibilities include annually reviewing and recommending for approval all of the Company’s policies related to lending, approving or rejecting loans meeting certain criteria as described in loan policies, and monitoring loan quality, including loan concentration levels. The Loan Committee held 24 meetings during the year ended December 31, 2021.

The Compliance and IT Committee consists of directors Kessler, who serves as Chair, Chapman, Medina, Ryan, and Stahlin. The Compliance and IT Committee’s duties and responsibilities include overseeing the Company’s Bank Secrecy Act/Anti-Money Laundering Program, and the Consumer Compliance Program, assessing the adequacy of consumer compliance controls and internal consumer compliance monitoring, and providing oversight of compliance with the Community Reinvestment Act. The Committee also oversees information technology and information security policies, planning, training (including results from phishing tests and remediation), and risk management. The Compliance and IT Committee receives periodic reports from the Chief Information Officer, the Chief Information Security Officer, and the Chief Risk Officer on matters related to information security, reviews, at least annually, the Company’s cyber security insurance policy, and engages a third party consultant to assist in executing upon certain duties and responsibilities. The Compliance and IT Committee held seven meetings during the year ended December 31, 2021.

The Nominating and Corporate Governance Committee evaluates our current business and strategic plan to determine both the number of directors and qualifications necessary to properly execute upon the Board’s oversight role. The Committee considers, among other things, the annual self-assessment performance results of the Board and its committees, the contributions of each Board member, published board composition survey data, and other relevant information. Further, the Committee reviews and updates annually its governance documents. The Committee may consult with its outside corporate and securities counsel, who are expert in corporate governance, as part of this process.

The Nominating and Corporate Governance Committee generally seeks to identify individuals who satisfy the following criteria:

Specific characteristics that are highly valued by the Committee include relevant and timely experience (both professional and life experiences as discussed further below), commitment to ongoing training and personal development, and ability to promote the interests of the Company, which may include involvement in local business, community, and industry groups. The Committee recognizes that each director, and director nominee, is unique and that desired characteristics will be demonstrated at different levels by each individual. The Committee also considers the ability of individuals to work as part of a team to support the strategic initiatives of the Company and whether a candidate satisfies the criteria for “independence” under the NASDAQ corporate governance listing standards and other applicable law. Director refreshment is also a consideration, with mechanisms including age limits, the ability to increase the size of the board, and rotating committee membership.

The Board generally views and values diversity from the perspective of professional and life experiences, as well as geographic location, representative of the markets in which we do business. The Committee does not have a formal policy or specific guidelines regarding diversity among Board members but monitors applicable laws, rules and listing standards to ensure the Board’s ongoing compliance therewith. The Committee recognizes that diversity in professional and life experiences includes consideration of gender, sexual orientation, race, and ethnicity, in identifying individuals who possess the qualifications that the Committee believes are important to be represented on the Board. Further, the Committee recognizes that it is important to provide stakeholders with an understanding of the Company's board composition. NASDAQ listing rules will require most Nasdaq-listed companies to have, or explain why they do not have, at least two diverse directors (including at least one director who self-identifies as a female and at least one director who self-identifies as a member of an underrepresented community). As indicated below, we exceed the board diversity requirements with two directors self-identifying as females and two directors self-identifying as members of underrepresented communities – African American or Black, Hispanic or Latinx, and two or more races or ethnicities. Below is how our ten Board members self-identified themselves:

The Committee identifies nominees by first evaluating the current members of the Board of Directors willing to continue in service. Current members of the Board possessing skills and experience that are relevant to the current business and strategic direction of the Company, and who are willing to continue in service, are first considered for re-nomination. The Committee values the proven performance and continuity of service by existing members of the Board. In addition, the Nominating and Corporate Governance Committee is authorized by its charter to engage a third party to assist in identifying director nominees, if it so chooses.

The below details include for each of the director nominees, and directors continuing in office: their name; age as of December 31, 2021; year in which they first became a director of the Bancorp; year that their term expires; and their business experience for at least the past five years. None of the directors listed below currently serves as a director, or served as a director during the past five years, of a publicly-held entity (other than the Bancorp), with the exception of Mr. Klein who serves on the board of directors of Middlesex Water Company, which is traded on the NASDAQ Stock Market, under the symbol “MSEX.” The following details also include the particular experience, qualifications, attributes, or skills considered by the Nominating and Corporate Governance Committee that led the Board to conclude that such person should serve as a director of the Bancorp:

The below table sets forth for the year ended December 31, 2021, certain information as to the total remuneration we paid or that was earned by our directors. Mr. Klein does not receive separate compensation for his service as a director.

The following table sets forth certain information regarding stock awards and stock options outstanding at December 31, 2021, for non-employee directors:

Loans and Extensions of Credit. The Sarbanes-Oxley Act of 2002 generally prohibits us from making loans to our executive officers and directors, but it contains a specific exemption from such prohibition for loans made by Northfield Bank to our executive officers and directors in compliance with federal banking regulations.

The aggregate amount of our outstanding loans to our executive officers and directors and their related entities was $493,509 at December 31, 2021. All such loans were approved by the Board of Directors and were made in the ordinary course of business on substantially the same terms, including interest rates and collateral, as those prevailing at the time for comparable loans with persons not related to Northfield Bank, and did not involve more than the normal risk of collectability or present other unfavorable features. These loans were performing according to their original terms at December 31, 2021, and were made in compliance with federal banking regulations.

Compensation Committee Interlocks and Insider Participation. We have no compensation committee interlocks. Ms. Catino, Ms. Kessler, and Messrs. Harrison and Stahlin, constitute all of the directors who served on our Compensation Committee at any time during 2021. Each committee member is and was an independent, outside director, and none is a current or former officer or employee of the Company.

Although we do not have a written policy regarding director participation at annual meetings of stockholders, it is expected that directors will participate in these meetings absent unavoidable scheduling conflicts. All directors participated in the 2021 Annual Meeting of Stockholders.

We have adopted a Code of Conduct and Ethics for Senior Financial Officers that is applicable to our Chief Executive Officer (Principal Executive Officer), Chief Financial Officer (Principal Accounting and Financial Officer), and Controller. The Code of Conduct and Ethics for Senior Financial Officers is available on our website at www.eNorthfield.com. Amendments to and waivers of the Code of Conduct and Ethics for Senior Financial Officers will be disclosed on our website, or otherwise in the manner required by applicable law, rule, or listing standard.

We also adopted a Code of Conduct and Ethics that is applicable to all employees, officers, and directors, which is available on our website at www.eNorthfield.com. Employees, officers, and directors acknowledge annually that they will comply with the Code of Conduct and Ethics for Employees, Officers, and Directors and related training is assigned to all employees, officers and directors.

The Board of Directors believes that directors and executive officers should own and hold common stock of the Bancorp to further align their interests with the interests of our stockholders. Therefore, the Board has established minimum stock ownership guidelines (the “Guidelines”). The Guidelines are applicable to non-employee directors and executive officers. Executive officers include the Chief Executive Officer, Chief Risk Officer, Chief Financial Officer, Chief Lending Officer, and Executive Vice President, Business Development, Branch Administration, and Deposit Operations. In the event a director also serves as an executive officer of the Company, the director will be subject to the executive officer stock ownership guidelines instead of the director stock ownership guidelines.

For purposes of meeting the Guidelines, shares owned directly, vested shares held pursuant to the Company’s Employee Stock Ownership Plan and 401(k) plan, vested restricted shares, vested restricted stock units and shares owned indirectly in a trust, by a spouse and/or minor children, are defined as “Qualifying Shares.” Shares of stock that directors and executive officers have the right to acquire through the exercise of stock options (whether or not vested) are not included as Qualifying Shares.

Directors of the Bancorp must own Qualifying Shares amounting to the greater of (1) a market value equal to five times the individual annual board director cash retainer; or (2) 20,000 shares. The market value of the stock is based on the closing price of the Bancorp’s stock on May 28, 2014 (the date on which the original Guidelines were established), or such later date that they first become a director of the Company. A director is prohibited from selling any shares of the Bancorp stock unless the director is in compliance with the Guidelines.

Each executive officer must own a minimum number of Qualifying Shares with a market value equal to a multiple of such executive officer’s base salary, as set forth below, on May 28, 2014, or such later date that they first become an executive officer. The market value of the stock is based on the closing price of the Bancorp’s stock on May 28, 2014, or such later date that they first become an executive officer. An executive officer is prohibited from selling any shares of the Bancorp stock unless the executive officer is in compliance with these Guidelines, except that an executive officer is permitted to sell Qualifying Shares necessary to satisfy income and payroll taxes owed on the vesting of equity grants, or the exercise of stock options.

The applicable ownership level for directors and executive officers is targeted for achievement by the later of May 28, 2014, or five years after the director or executive officer first becomes subject to the Guidelines, and is required to be maintained thereafter for as long as the individual remains a director or executive officer. As of December 31, 2021, all non-employee directors and executive officers met the stock ownership requirements or are within the targeted five-year period to achieve such ownership.

If an executive officer’s title changes and the multiple of base salary increases such that the executive officer would be subject to a greater ownership requirement, the executive officer will have five years to satisfy the additional requirement. In addition, the overall market value ownership requirement as a multiple of base salary will be recalculated based on the closing price of the Bancorp’s stock on the date the executive officer becomes subject to the increased requirement.

If an executive officer’s base salary or director’s annual cash retainer increases subsequent to initially being subject to the Guidelines, the number of Qualifying Shares will not change. The number of Qualifying Shares will not change as a result of fluctuations in the market price of the Bancorp’s stock price, subsequent to the executive officer or director first being subject to the Guidelines.

The Nominating and Corporate Governance Committee will evaluate whether exceptions should be made for any director or executive officer on whom any requirement of the Guidelines would impose a financial hardship or prevent such director or executive officer from complying with a court order. No such exceptions were granted in 2021.

Each director’s and executive officer’s compliance with or progress towards compliance with the Guidelines is reviewed annually by the Nominating and Corporate Governance Committee. The Nominating and Corporate Governance Committee is responsible for monitoring and interpreting the application of the Guidelines and may amend the Guidelines at any time.

Company policy prohibits directors and executive officers from engaging in or effecting any transaction designed to hedge or offset the economic risk of owning shares of Bancorp stock. Accordingly, any hedging, derivative, or other equivalent transaction, such as short selling or entering into option transactions such as “puts” and “calls” on the Bancorp’s stock, is prohibited. In addition, no director or executive officer may purchase Bancorp stock on margin, borrow against any account in which Bancorp securities are held, or pledge Bancorp stock as collateral for a loan.

Advance Notice of Business to be Conducted at an Annual Meeting of Stockholders. In order for a stockholder to properly bring business before an annual meeting, or to propose a nominee to the Board of Directors, our Corporate Secretary must receive written notice not less than 90 days prior to the anniversary date of the proxy materials for the preceding year’s annual meeting of stockholders; provided, however, that if the date of the annual meeting is advanced more than 30 days prior to or delayed by more than 30 days after the anniversary of the preceding year’s annual meeting, notice by the stockholder to be timely must be so delivered not later than the close of business on the 10^th day following the day on which public announcement of the date of such meeting is first made.

The stockholder’s notice must include (a) as to each person whom the stockholder proposes to nominate for election or reelection as a director all information relating to such person as would be required to be disclosed in solicitations of proxies for the elections of such nominees as directors pursuant to Regulation 14A under the Securities Exchange Act of 1934, as amended, and such person’s written consent to serve as a director if elected; (b) as to any other business that the stockholder proposes to bring before the meeting, a brief description of such business, the reasons for conducting such business at the meeting and any material interest in such business of such stockholder and the beneficial owner, if any, on whose behalf the proposal is made; (c) as to the stockholder giving the notice and the beneficial owner, if any, on whose behalf the nomination or proposal is made (i) the name and address of such stockholder, as they appear on our books, and of such beneficial owner, (ii) (A) the class, series, and number of shares of the Bancorp that are owned, directly or indirectly, beneficially and of record by each such party, (B) any option, warrant, convertible security, stock appreciation right, or similar right with an exercise or conversion privilege or a settlement payment or mechanism at a price related to any class or series of shares of the Bancorp or with a value derived in whole or in part from the value of any class or series of shares of the Bancorp, whether or not such instrument or right shall be subject to settlement in the underlying class or series of capital stock of the Bancorp or otherwise (a “Derivative Instrument”) directly or indirectly owned beneficially by each such party, and any other direct or indirect opportunity to profit or share in any profit derived from any increase or decrease in the value of shares of the Bancorp, (C) any proxy, contract, arrangement, understanding, or relationship pursuant to which either party has a right to vote, directly or indirectly, any shares of any security of the Bancorp, (D) any short interest (as described in the Bylaws) in any security of the Bancorp held by each such party, (E) any rights to dividends on the shares of the Bancorp owned beneficially directly or indirectly by each such party that are separated or separable from the underlying shares of the Bancorp, (F) any proportionate interest in shares of the Bancorp or Derivative Instruments held, directly or indirectly, by a general or limited partnership in which either party is a general partner or, directly or indirectly, beneficially owns an interest in a general partner and (G) any performance-related fees (other than an asset-based fee) that each such party is directly or indirectly entitled to based on any increase or decrease in the value of shares of the Bancorp or Derivative Instruments, if any, as of the date of such notice, including without limitation any such interests held by members of each such party’s immediate family sharing the same household (which information shall be supplemented by such stockholder or such beneficial owner, as the case may be, not later than 10 days after the record date for determining the stockholders entitled to vote at the meeting; provided, that if such date is after the date of the meeting, not later than the day prior to the meeting); and (iii) whether either such stockholder or beneficial owner intends to deliver a proxy statement and form of proxy to holders of, in the case of a proposal, at least the percentage of the Bancorp’s voting shares required under applicable law to carry the proposal or, in the case of a nomination or nominations, a sufficient number of holders of the Bancorp’s voting shares to elect such nominee or nominees.

The 2023 annual meeting of stockholders is expected to be held May 24, 2023. Advance written notice for certain business, or nominations to the Board of Directors, to be brought before the next annual meeting must be given to us no later than January 11, 2023. If notice is received after January 11, 2023, it will be considered untimely, and we will not be required to present the matter at the stockholders’ meeting.

Nothing in this Proxy Statement shall be deemed to require us to include in our Proxy Statement and proxy relating to an annual meeting any stockholder proposal that does not meet all of the requirements for inclusion established by the SEC in effect at the time such proposal is received.

Stockholder Proposals. In order to be eligible for inclusion in our proxy materials for our 2023 Annual Meeting of Stockholders, any stockholder proposal to take action at such meeting must be received at our executive office, 581 Main Street, Suite 810, Woodbridge, New Jersey 07095, no later than December 12, 2022. Any such proposals shall be subject to the requirements of the proxy rules adopted under the Securities Exchange Act of 1934.

Notice of a Solicitation of Proxies in Support of Director Nominees Other Than the Bancorp’s Nominees. In order to solicit proxies in support of director nominees other than the Bancorp’s nominees for our 2023 Annual Meeting of Stockholders, a person must provide notice postmarked or transmitted electronically to our executive office, 581 Main Street, Suite 810, Woodbridge, New Jersey 07095, Attn: Corporate Secretary or saufiero-peters@enorthfield.com, no later than March 27, 2023. Any such notice and solicitation shall be subject to the requirements of the proxy rules adopted under the Securities Exchange Act of 1934.

Procedures for the Recommendation of Director Nominees by Stockholders. The Nominating and Corporate Governance Committee has adopted procedures for the submission of recommendations for director nominees by stockholders. If a determination is made that an additional candidate is needed for the Board of Directors, the Nominating and Corporate Governance Committee will consider candidates submitted by our

stockholders. Stockholders can submit the names of qualified candidates for director by writing to us at 581 Main Street, Suite 810, Woodbridge, New Jersey 07095, Attention: Corporate Secretary. The Corporate Secretary must receive a submission for consideration for the 2023 Annual Meeting of Stockholders no later than November 14, 2022.

The submission must include the following information:

A nomination submitted by a stockholder for presentation by the stockholder at an annual meeting of stockholders must comply with the procedural and informational requirements described in our Bylaws.

Stockholder Communications with the Board. A stockholder of Northfield Bancorp, Inc. who wants to communicate with the Board of Directors or with any individual director can write to us at 581 Main Street, Suite 810, Woodbridge, New Jersey 07095, Attention: Corporate Secretary. The letter should indicate that the author is a stockholder and, if shares are not held of record, should include appropriate evidence of stock ownership. Depending on the subject matter, the Corporate Secretary will:

The Corporate Secretary will make those communications that were not forwarded available to the directors on request.

The below details include for each of the executive officers who are not directors: their name; age as of December 31, 2021; and their business experience for the past five years. Unless otherwise indicated, executive officers have held their positions for the past five years.

David V. Fasanella, age 54, joined Northfield Bank in 2018, and currently serves as Executive Vice President and Chief Lending Officer. Prior to joining Northfield Bank, Mr. Fasanella was a Vice President and then a Regional Vice President with TD Bank for more than 14 years.

Tara L. French, age 59, joined Northfield Bank in 2017 as the Chief Administrative Officer, and was named Chief Risk Officer in September 2020. Prior to joining Northfield Bank, Ms. French was an Assistant Deputy Comptroller at the Office of the Comptroller of the Currency, since 2011, where she worked in the New York District office supervising commercial banks and thrifts in the Community Bank Program.

William R. Jacobs, age 48, joined Northfield Bank as Controller in 2006. In 2012 he was named Principal Accounting Officer, and in 2013 he was named Chief Financial Officer. In February 2016, he was named Executive Vice President and Chief Financial Officer. Mr. Jacobs is a licensed Certified Public Accountant in the State of New Jersey.

Robin Lefkowitz, age 55, joined Northfield Bank as Director of Business Development in 2006. In February 2016, she was named Executive Vice President, Business Development and Branch Administration and in 2020 assumed responsibility for Deposit Operations.

The Company does not have a formal policy or specific guidelines regarding diversity among Named Executive Officers, but has a Commitment to Diversity found at www.enorthfield.com/about-us. The Company generally views and values diversity from the perspective of professional and life experiences, as well as geographic location, representative of the markets in which we do business. The Company recognizes that diversity in professional and life experiences may include consideration of gender, race, or ethnicities, in identifying individuals who possess the qualifications that the Company believes are important to be represented within Executive Management. Below are the diversity statistics for our Named Executive Officers (self-identified) who are not Directors:

The Company’s only equity compensation program that was not approved by stockholders is its Employee Stock Ownership Plan.

The Board of Directors and Executive Management of the Company recognize the importance of environmental, social and governance (“ESG”) matters to our employees, customers, communities and stockholders, and our responsibility to address these matters as a Company to ensure long-term success. In addition to social and governance related matters discussed in this Proxy Statement, we have included a disclosure on ESG in our 2021 Annual Report, which can be found at www.eNorthfield.com/proxy. Further, we refer you to our Corporate Social Responsibility report, which can be found at www.enorthfield.com/corporate-social-responsibility. Among other activities highlighted therein are a voluntary employee Environmental Impact Committee and our commitment to responsible business practices and maintaining ethical behavior throughout our organization.

Role of the Compensation Committee. The Compensation Committee of the Board of Directors, subject to ratification by the Board of Directors, oversees and approves the compensation of Named Executive Officers including the oversight and administration of the cash incentive compensation plans for Named Executive Officers. In addition, the Compensation Committee conducts an annual performance review of the Chief Executive Officer and, in consultation with the Chief Executive Officer, reviews the performance of the other Named Executive Officers. The Compensation Committee also administers all of the Company’s equity incentive plans, including the plans in which the Named Executive Officers participate. The Board of Directors has ultimate authority to ratify the compensation of all executive officers, including the Named Executive Officers. For purposes of this CD&A, the Compensation Committee is referred to as the “Committee.”

The Committee has a formal charter that describes the Committee’s scope of authority and its duties, which is available on our website at www.eNorthfield.com.

The Committee consists of four directors, all of whom are “independent” as set forth in the listing requirements for NASDAQ securities. No member of the Committee receives compensation related to the activities of the Company, except for services in his or her capacity as a board member. The Nominating and Corporate Governance Committee of the Board of Directors evaluates the independence of Committee members at least annually, using the standards contained in NASDAQ listing requirements. This evaluation, and the determination that each member of the Committee is independent, was made most recently in March 2022.

Role of Officers in Committee Activities. The officers who serve as a resource to the Committee are the Chief Executive Officer, Chief Risk Officer, Enterprise Risk Manager, and Director of Human Resources. These officers provide the Committee with input regarding, among other things, employee compensation philosophy, processes, risk considerations, and compensation matters regarding employees, including the Named Executive Officers. This communication assists in the design and alignment of compensation programs throughout the Company. In addition to providing factual information such as Company-wide performance on relevant measures, these executives articulate management’s views on current compensation programs and processes, recommend relevant performance measures to be used for future evaluations, and otherwise supply information to assist the Committee. The Chief Executive Officer also provides information about individual performance assessments for the other Named Executive Officers, and expresses to the Committee their views on the appropriate levels of compensation for the other Named Executive Officers for the ensuing year. At the request of the Committee, the Chief Executive

Officer and Director of Human Resources communicate directly with third-party consultants, provide third-party consultants with Company-specific data and information, and assist in the evaluation of the estimated financial effect regarding any proposed changes to the various components of compensation.

Officers participate in Committee activities purely in an informational and advisory capacity and have no vote in the Committee’s decision making process. The Chief Executive Officer does not attend those portions of Committee meetings during which his performance is evaluated or his compensation is being determined. In addition, the Committee meets in executive session, as appropriate, without management being present.

Use of Advisors. The Committee engages independent compensation consultants to assist in the compensation process for Named Executive Officers. Compensation consultants are retained by and report directly to the Committee. The consultants have the freedom to provide independent recommendations to the Committee, based on their research and experience, within the scope of contracted services. Independent consultants to the Committee provide services to management only in relation to activities of the Committee. Consultants provide expertise and information about competitive trends in the employment marketplace, including established and emerging compensation practices at other companies, including community banks in the Company’s marketplace. The consultants also provide peer proxy statement and survey data, and assist in assembling relevant comparison groups for various purposes and establishing benchmarks for base salary, equity awards, and cash incentives from the comparison group proxy statements and survey data. The Committee evaluates, at least annually, the experience, performance, independence, and tenure of the consultants and affirmatively engages them for services in the upcoming year.

The Committee’s practice has been to undertake, with the assistance of an independent compensation consultant, a comprehensive assessment of executive compensation every three years, and annually utilizes its independent consultant to provide ongoing market trends and guidance for pay structures and other matters in the intervening years. The Committee completed its last triennial comprehensive assessment in 2019 (the “Comprehensive Compensation Review”) which was the basis, supplemented by current market data of executive compensation practices, for 2021 executive compensation decisions. The next triennial comprehensive assessment is expected to occur in 2022, and will be the basis for 2023 executive compensation decisions.

For 2021, the Committee engaged Pearl Meyer, an independent firm and leading provider of compensation consulting services, as its advisor on executive and Board compensation matters. Pearl Meyer assisted the Committee with its annual review of the Company’s executive compensation program, including a risk review of all incentive compensation plans in order to determine that all incentive compensation plans were designed and administered with an appropriate level of oversight and internal controls, and that inappropriate risk taking behaviors were minimized, a review of the annual CD&A, Committee Charter, and employment agreements.

In September 2021, the Committee discontinued its engagement with Pearl Meyer and engaged Aon’s Human Capital Solutions practice, a division of Aon plc (“Aon”), a leading provider of compensation consulting services in the banking industry.

The Committee regularly reviews the services, performance, and independence of its outside advisors. Pearl Meyer’s independence was last reviewed against the requirements of the SEC and NASDAQ in February 2021, and they were found to meet all of the criteria for independence. As part of its engagement, the Committee reviewed the independence of Aon in November 2021, and they were found to meet all of the criteria for independence.

For 2021, the Committee also utilized the firm of Luse Gorman, PC (“Luse Gorman”) to provide consultation regarding legal matters related to the functioning of the Committee, including interpretation of applicable rules and regulations and consultation on legal documents pertaining to Named Executive Officers’ employment and change-in-control agreements, benefit plans, and in 2021, the drafting of the 2021 Management Cash Incentive Plan and equity award agreements under the 2019 Equity Incentive Plan. The Committee does not utilize Luse Gorman for compensation consultation. The Committee regularly reviews the services provided by Luse Gorman. Luse Gorman also provides services to the Company related to SEC and regulatory matters.

Compensation Objectives and Philosophy. The overall objectives of the Company’s compensation programs are to attract, motivate, retain, and reward employees and officers (including the Named Executive Officers) for sustained financial performance, and to provide competitive compensation, including cash and equity incentive compensation, to attract diverse talent to the Company, consistent with effective risk management. Our executive compensation program is designed to reward the Named Executive Officers based on their level of assigned management responsibilities, individual experience and performance levels, and knowledge of banking and our

business. The methods used to achieve these objectives are influenced by the compensation and employment practices of our competitors within the financial services industry, and elsewhere in the marketplace, for executive talent. Other considerations include each Named Executive Officer’s individual and collective contributions in achieving both financial and non-financial goals.

Our 2021 compensation program for our Named Executive Officers includes three key components. The first component is base salary, which is designed to provide a reasonable level of predictable income commensurate with market standards for the position held. The second component is an annual cash incentive plan, designed to reward our executives for attaining specific performance goals that support the strategic objectives of the Company. The third component is equity incentive awards in the form of Company common stock and common stock units and to a lesser extent, options to purchase Company common stock at a specified price. We also provide benefits and perquisites to the Named Executive Officers at levels that are competitive and appropriate for their roles.

Benchmarking. Our compensation program is periodically evaluated in relation to benchmark data derived from information reported in publicly available proxy statements and from market survey data. The Committee will generally review and consider updated peer proxy and market survey compensation data every three years. In January 2019, the Committee engaged Pearl Meyer to assist it in completing its Comprehensive Compensation Review of executive and director compensation. For the Comprehensive Compensation Review, Pearl Meyer recommended the peer group below using objective criteria to reflect publicly-traded banks similar in asset size, business model and region to the Company. At time of initial selection, the asset size ranged from approximately $2.7 billion to $10.3 billion. The selected peer group includes companies that have been subsequently acquired.

The Committee approved the use of the following peer group:

The next Comprehensive Compensation Review is scheduled to be completed in 2022 and is expected to be conducted by Aon. It will include an updated peer group for purposes of determining 2023 executive (and director) compensation.

Assembling the Components of Compensation. The Committee analyzes the level and relative mix of executive compensation by component (e.g., base salary, short- and long-term incentives, and benefits) and in the aggregate. The Chief Executive Officer provides recommendations to the Committee relating to compensation to be paid to the Named Executive Officers other than themselves. Based on their analysis, the Committee approves each Named Executive Officer’s compensation, subject to ratification by the Board of Directors.

When evaluating the mix of total compensation, the Committee considers among other things, general market practices, benchmarking studies conducted by its independent consultant, the alignment of cash and equity incentive awards with our strategic objectives and Company performance, and the desire to reward performance through incentive compensation within Board-approved risk parameters. The Committee seeks to create appropriate incentives without encouraging behaviors that result in undue risk. These components are periodically evaluated in relation to benchmark data derived from information reported in publicly-available proxy statements and from market survey data.

Base Salary. Base salary is designed to provide a reasonable level of predictable income commensurate with the position, pay levels of similar positions in the market, individual experience, and demonstrated performance. Named Executive Officers are eligible for periodic adjustments to their base salary as a result of their individual performance, market analysis, or significant changes in their duties and responsibilities. The Committee annually reviews and approves base salaries, and changes thereto, for Named Executive Officers, including our Chief Executive Officer.

Base salary amounts were determined based on a review of current market practices and the results of the Comprehensive Compensation Review. The Committee generally targets the 50^th percentile (for base salary and

short-term cash incentives) of peer proxy and survey data, and a pay range around the median to allow for recognition of each Named Executive Officer’s specific experience, responsibilities and performance, estimated value in the marketplace, and the Committee’s view of each Named Executive Officer’s role in the future success of the Company.

Based on the above, the Committee determined in December 2020, that the following annual base salary adjustments should be made effective March 1, 2021:

Cash Incentives. The Committee developed and implemented an executive management cash incentive plan for 2021 (the “2021 Executive Management Cash Incentive Plan”) and established Corporate Goals (as defined below) in January 2021. The 2021 Executive Management Cash Incentive Plan provides performance-based annual cash incentives to reward the Company’s Named Executive Officers for the execution of specific financial elements of our strategic business plans weighted to an executive’s functional area. The Company is required to meet 80% or greater of budgeted net income for the 2021 Executive Management Cash Incentive Plan to activate.

The Committee established the following goals (the “Corporate Goals”) under the 2021 Executive Management Cash Incentive Plan at Target:

The Committee also provided for a range of performance around Target, generally from 85% to 120% of the Targets listed above, with increases or decreases to incentive award opportunities as detailed in the table immediately below. In establishing the Corporate Goals for 2021, the Committee determined to exclude changes in Paycheck Protection Program (PPP) loan balances (consistent with the treatment utilized for 2020 cash incentive goals), loan sales and related gains, bank-owned life insurance related gains, and brokered deposits.

The Committee considered several factors in setting Target award opportunities for 2021, including the economic and environmental impacts of COVID-19 on the Company’s business, cash incentive compensation market practices in response to the pandemic, and budgeted 2021 financial results, as compared to 2020 actual results. Based on the above, in January 2021, the Committee set a Targeted total cash incentive award (as a percentage of base salary) of 41.0% for Mr. Klein, and 32.5% for each of Mr. Jacobs, Mr. Fasanella, Ms. French and Ms. Lefkowitz. These Targeted percentages were decreased from 47.5% for Mr. Klein and 37.5% for the other Named Executive Officers from the 2020 Executive Management Cash Incentive Plan and are based on the Target award opportunities and related weightings of the goals as detailed in the next two tables.

Award opportunities set at Threshold/Target/Stretch under the 2021 Executive Management Cash Incentive Plan for each Corporate Goal are as follows (amounts are expressed as a percentage of each Named Executive Officer’s base salary):

The Corporate Goals are weighted as follows for each Named Executive Officer:

Given Ms. French’s role as Chief Risk Officer, she did not have Corporate Goals in 2021. Ms. French’s cash incentive compensation was targeted at the same level as the overall executive vice president team with individual performance goals relevant to operations of the credit department, as well as other risk management objectives. This approach is in alignment with the role of Chief Risk Officer, and with the overall strategic objectives of the Company, while providing appropriate incentive related to key risk performance objectives.

The Committee also considers appropriate risk management elements for all Named Executive Officers, including compliance with Company established risk tolerances in areas including credit quality, asset and liability concentrations, and liquidity and interest rate risk, as well as findings and conclusions of internal audits, external audits and regulatory examinations in assessing the achievement of the Corporate Goals for 2021.

The Committee evaluates the reasonableness and likelihood of attaining designated incentive goals, including stretch (maximum) goals, in an effort to ensure that such targets appropriately reward performance, but do not encourage undue risk taking. Actual performance over the applicable measurement period may exceed or fall short of the targets resulting in the Named Executive Officer receiving an annual incentive cash award that is above or below the targeted level. Annual incentive cash awards granted in prior years are not taken into account by the Committee in the process of setting performance targets for the current year. The Committee believes that doing so would be inconsistent with the underlying reasons for the use of incentive compensation.

In February 2022, the Committee evaluated 2021 performance and achievement of the Corporate Goals for the Named Executive Officers. When reviewing actual 2021 financial performance, the Committee affirmed its original incentive compensation plan design decisions made in January 2021, to exclude from the measures of performance, bank-owned life insurance related gains, loan sales and related gains, changes in PPP loan balances, and brokered deposits. The Committee also determined to exclude from the measure of 2021 performance gains from sales of securities.

Based on the above assessment, the Committee made the following determination as to the achievement of each Corporate Goal (dollars in millions, except for EPS):

In recognition of the Company’s strong financial performance in 2021, in accordance with the 2021 Executive Management Cash Incentive Plan, and related Corporate Goals, the Compensation Committee evaluated the level of attainment of each assigned Corporate Goal, and concluded the following cash incentive awards for Messrs. Klein, Jacobs and Fasanella, and Ms. Lefkowitz:

For Ms. French, the Risk Committee evaluated, among other things, non-performing loans to total loans, accuracy of loan risk ratings, as measured by changes identified by internal and external auditors and regulatory examinations, and internal controls related to Bank Secrecy Act and Consumer regulatory compliance, and information security, and concluded the cash incentive award of $156,985 or 44.5% of base salary at December 31, 2021.

Actual awards exceeded Target Award Opportunities primarily related to the Company’s strong financial performance related to the EPS Goal and the DDA Goal. The following table details the actual cash incentive award as a percentage of Target Award Opportunity:

Equity Awards. The objective of equity awards is to further align the interests of our employees, including Named Executive Officers, with those of stockholders and to reward sustained performance.

The Committee on an annual basis reviews its equity award grant practices to employees, including Named Executive Officers. The Committee considers prior grants, including the value of such awards, the period over which the awards are earned, and the remaining unvested awards for each Named Executive Officer. The Committee also considers the current market grant practices of institutions within our peer group companies as provided by the Company’s independent compensation consultants. Based upon the above, the Committee determined in January 2021 to grant equity awards to select officers and Named Executive Officers. Named Executive Officers received a total of 29,615 time-vested restricted shares of Company stock vesting on a pro-rata basis over a five year period, beginning one year from the date of grant. Named Executive Officers also received a total of 29,615 performance-based restricted stock units (Performance Awards), with three-year cliff vesting tied to a goal of core return on average assets. The actual Performance Awards can vest above or below the targeted number of shares if core return on average assets exceeds target by 20% or is below target by 5%.

The Performance Awards are also subject to a peer group modifier that provides for up to a 50% increase or decrease in the award achieved based on actual core return on average assets, as compared to the peer group. If the actual achieved core return on average assets is below the 35^th percentile of the peer group, the calculated earned award is reduced by 50%, and if the calculated earned award is at or above the 50^th percentile of the peer group, the earned award is increased by 50%, with a pro-rata increase in the earned award between the 35^th

percentile and the 50^th percentile. The peer group modifier was added to the calculation of award opportunity as the Committee set the range of award opportunity from threshold to stretch (maximum) below market in consideration of the designated core return on average assets being below historical peer averages. At stretch (maximum) the peer group modifier would result in an award at 225% of target which is at the approximate median of the peer group. See Compensation Tables, Summary Compensation Table and Plan-Based Awards for detailed allocations by Named Executive Officer. Also see “Committee Actions Affecting 2022 Compensation” below for equity grants to executive officers in 2022.

Broad-based Benefits. We also provide to our Named Executive Officers certain broad-based benefits available to all qualifying employees of the Company, as well as fringe benefits and perquisites, and restoration and other termination benefits, not generally available to all qualifying employees of the Company.

The following summarizes the significant broad-based benefits in which the Named Executive Officers were eligible to participate in 2021:

The Northfield Bank Employee Stock Ownership Plan (the “ESOP”) allocates a certain number of shares of the Bancorp’s common stock on an annual basis among plan participants subject to Internal Revenue Code limitations. All eligible employees, including Named Executive Officers, are eligible to participate in the plan.

Executive Benefits and Perquisites. In addition to the broad-based benefits described above, Named Executive Officers received the following fringe benefits and perquisites in 2021:

In lieu of a monthly automobile allowance, Mr. Klein received use of an automobile (including all operating expenses) leased or owned by Northfield Bank for business and personal use. Personal use of the automobile including normal commuting is reported as taxable income to Mr. Klein.

The Committee reviews the other components of executive compensation (broad-based benefits, and executive benefits and perquisites) on an annual basis. Changes to the level or types of broad-based benefits within these categories, including considerations relating to the addition or elimination of benefits and plan design changes, are made by the Committee on an aggregate basis with respect to the group of employees entitled to those benefits, and not necessarily with reference to a particular Named Executive Officer’s compensation. Decisions about these components of compensation are made without reference to the Named Executive Officers’ salary and annual cash incentives, as they involve issues of more general application and often include consideration of trends in the industry or in the employment marketplace.

Executive Agreements. In addition to the components of executive compensation described above, each Named Executive Officer is a party to an employment agreement with Northfield Bank. See “Employment

Agreements” for a description of these agreements and “Potential Payments to Named Executive Officers” for information about potential payments to these individuals upon termination of their employment with Northfield Bank. The employment agreements contain no payment provisions for tax gross-ups to executives under any circumstance.

The employment agreements are designed to allow the Company to retain the services of the designated executives while reducing, to the extent possible, unnecessary disruptions to Northfield Bank’s operations. In addition, the Committee believes that the employment agreements better align the interests of the executive with those of our stockholders. The Committee believes that these agreements allow executives to more objectively evaluate opportunities for stockholders without causing undue personal financial conflicts.

The Committee reviewed prevailing market practices, consulted with Pearl Meyer on the competitiveness and reasonableness of the terms of the agreements, and negotiated the agreements with the individuals. The Committee believes such agreements are competitive market practice and necessary to retain executive talent.

The employment agreements for all Named Executive Officers are for a term of three years, and are reviewed annually by the Committee of the Board of Directors for renewal. The agreements provide for salary and incentive cash compensation payments, as well as additional post-employment benefits, primarily health benefits for a period not to exceed 18 months (or equivalent cash payments), under certain conditions, as defined in the employment agreements. The benefits provided under the agreements are for three years as related to Mr. Klein, and two years for all other Named Executive Officers. See “Employment Agreements” for further discussion.

Exceptions to Usual Procedures. The Committee may recommend to the Board of Directors that they approve the payment of special cash compensation to one or more Named Executive Officers in addition to payments approved during the normal annual compensation-setting cycle. The Committee may make such a recommendation if it believes it would be appropriate to reward one or more Named Executive Officers in recognition of contributions to a particular project, or in response to competitive and other factors that were not addressed during the normal annual compensation-setting cycle.

The Committee evaluated the contributions and successes of each Named Executive Officer, and considered, among other things, the successes in lending and business development, particularly related to transaction account deposit growth, and growth in commercial and industrial lending (excluding PPP loans) and made a determination to award discretionary bonuses of $30,000 each for Mr. Fasanella, and Ms. Lefkowitz.

The Committee will consider off-cycle compensation adjustments whenever a Named Executive Officer’s status, role or responsibilities change, or an executive officer is hired. The Committee may depart from the compensation guidelines it would normally follow for executives in the case of outside hires.

The Committee considers, but is not bound by, the tax treatment of each component of compensation. Effective January 1, 2018, under Federal tax legislation, commonly known as the Tax Cuts and Jobs Act, the performance-based compensation exception to Section 162(m) was eliminated so that compensation awarded after November 2, 2017, and paid in 2018 or later to a Named Executive Officer or other “covered employee” (as defined in Section 162(m)) in excess of $1 million generally is non-deductible by the Company.

Committee Actions Affecting 2022 Compensation. In November 2021, Aon assisted the Committee with its annual discussion of general current market practices, trends, and benchmarking related to base salaries, cash incentive compensation, equity compensation, and provided assistance in the development of the 2022 Management Cash Incentive Plan and related goals and award opportunities.

Aon also provided consultation to the Committee in the granting of equity awards under the Northfield Bancorp, Inc. 2019 Equity Incentive Plan (the “2019 EIP”) approved by the Bancorp’s stockholders on May 22, 2019 and commenced the annual market update of executive compensation for 2022.

In January 2022, in connection with the Committee’s annual compensation review, including consideration of current market practices provided by Aon, and in recognition of strong performance, a determination was made to increase Mr. Klein’s annual base salary to $700,000; Mr. Jacobs’ annual base salary to $390,500, Mr. Fasanella’s annual base salary to $370,000; Ms. French’s annual base salary to $366,500; and Ms. Lefkowitz’s annual base salary to $315,500. The Committee continues to target the 50^th percentile of the peer data, with adjustments for role, responsibilities and experience, with 2022 base salaries for Named Executive Officers generally being at or below the 50^th percentile.

In January 2022, the Committee also granted equity awards to each of the Named Executive Officers. The equity awards value was targeted at approximately 45.0% of base salary for Mr. Klein, and 35.0% of base salary for all other Named Executive Officers. Approximately one-half of the targeted value for each Named Executive Officer is in the form of performance-based restricted stock units (“Performance Awards”), with three-year cliff vesting tied to a goal of core return on average assets. The actual Performance Awards can vest above or below the targeted number of shares if core return on average assets exceeds target by 20% or is below target by 5%. The remaining equity awards are in the form of restricted stock, with annual vesting on a pro-rata basis over a three-year period.

In January 2022, the Committee also approved the 2022 Executive Cash Incentive Plan. The plan contains similar terms and conditions as the 2021 Executive Management Cash Incentive Plan, except that the Committee determined that it was appropriate to include ESG goals weighted at an aggregate of 10% for each Named Executive Officer.

Pursuant to a mandate of the Dodd-Frank Wall Street Reform and Consumer Protection Act, the Securities and Exchange Commission adopted a rule requiring annual disclosure of the ratio of the Company’s median employee annual total compensation to the total annual compensation of the principal executive officer (the “CEO”). The Company’s CEO is Steven M. Klein. Our CEO total compensation to median employee pay ratio is calculated in accordance with Item 402(u) of Securities and Exchange Commission Regulation S-K. For 2021 reporting, we applied the same methodology as in 2020. We have identified the median employee by examining the 2021 total cash compensation (base and bonus) for the active employees, excluding our CEO, who were employed by us on December 31, 2021, the determination date, and the last day of our payroll year. We included all employees, whether employed full-time or part-time. We annualized the base salaries of those individuals employed for less than the full year based on their part-time or full-time status.

We believe the use of total cash compensation for all employees is a consistently applied compensation measure because we do not widely distribute equity awards to all employees. After identifying the median employee based on total cash compensation, we calculated annual total compensation for such employee using the same methodology we use for our Named Executive Officers as set forth in the 2021 Summary Compensation Table below in this Proxy Statement.

The annual total compensation for our CEO for the year ended December 31, 2021, was $1,466,249, and for the Median Employee was $67,607. The resulting ratio of our CEO’s pay to the pay of our Median Employee for 2021 was approximately 22 to 1.

Plan-Based Awards. As further discussed in “Compensation Discussion and Analysis — Assembling the Components of Compensation,” the Company maintained a cash incentive award program and equity incentive award program for its Named Executive Officers for the year ended December 31, 2021.