|
|
|
|
By Order of the Board of Directors
|
|
|
Woodbridge, New Jersey
April 25, 2014 |
|
|
M. Eileen Bergin
Vice President, Corporate Secretary |
|
|
|
|
|
|
Name and Address of Beneficial Owner(s)
|
|
|
Amount of Shares
Owned and Nature of Beneficial Ownership (1) |
|
|
Percent of
Shares of Common Stock Outstanding |
|
||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
|
Northfield Bank Employee
Stock Ownership Plan 1731 Victory Blvd. Staten Island, NY 10314 |
|
|
|
|
3,838,976
|
|
|
|
|
|
|
7.08
|
%
|
|
|
|
Advisory Research, Inc.
180 N. Stetson Ave. Chicago, IL 60601 |
|
|
|
|
3,374,996
|
(2)
|
|
|
|
|
|
6.23
|
%
|
|
|
|
|
|
|
|
|
|
|
|
John W. Alexander
|
|
|
John P. Connors, Jr.
|
|
|
Steven M. Klein
|
|
|
John R. Bowen
|
|
|
John J. DePierro
|
|
|
Susan Lamberti
|
|
|
Annette Catino
|
|
|
Timothy C. Harrison
|
|
|
Frank P. Patafio
|
|
|
Gil Chapman
|
|
|
Karen J. Kessler
|
|
|
Patrick E. Scura, Jr.
|
|
|
|
|
|
|
|
|
Name, Age, Director
Since, Term Expiration |
|
|
Experience, Qualifications, Attributes, Skills
|
|
---|---|---|---|---|---|
|
DIRECTOR NOMINEES:
|
|
|||
|
John W. Alexander, 64,
director since 1997 Nominee for term expiring in 2017 |
|
|
Business Experience:
Mr. Alexander joined Northfield Bank in 1997, and
has served as Chairman of the Board and Chief Executive Officer since
1998 and Chairman of the Board of Northfield Bancorp, Inc. since 2002.
Mr. Alexander also served as President of Northfield Bank and Northfield
Bancorp, Inc. from October, 2006, through January, 2013.
|
|
|
|
|
|
Reasons why this person should serve as a director:
Mr. Alexander has strong
analytical and leadership skills. Mr. Alexander resides in Staten Island,
New York, and is involved in state and national professional organizations
including serving as a director of both the New York Bankers Association
and the New Jersey Bankers Association. He is active in many community
organizations, including serving on the board of North Shore-LIJ Health
System and Staten Island University Hospital, the Staten Island Economic
Development Corporation, Snug Harbor Cultural Center and Botanical
Garden, and as a director of the Northfield Bank Foundation.
Mr. Alexander is a former tax partner with a national accounting and
auditing firm, specializing in bank taxation and asset securitization.
|
|
|
Annette Catino, 57,
director since 2003 Nominee for term expiring in 2017 |
|
|
Business Experience:
Ms. Catino has served as President and Chief
Executive Officer of QualCare Alliance Networks, Inc., Piscataway, New
Jersey, since 2001, the parent
company of QualCare, Inc., a privately-held,
managed-care organization. Ms. Catino served as President and Chief
Executive Officer of QualCare, Inc. from 1993 until 2012, and continues to
serve as Chief Executive Officer of that subsidiary.
Reasons why this person should serve as a director:
Ms. Catino has over
35 years of business experience in the healthcare industry. Ms. Catino has
strong analytical and leadership skills with extensive experience in
healthcare, municipal, and state governmental entities. Ms. Catino has the
requisite qualifications to be designated as an audit committee financial
expert under the SEC’s rules and regulations. Ms. Catino is a resident of
New Jersey and is involved in local professional and community
organizations including the Boards of Caucus Educational Corporation,
the Val Skinner Foundation and the Meridian Healthcare Perspective. She
served on New Jersey Governor Christie’s transition committee on
healthcare. Most recently, Ms. Catino was named Ernst & Young’s
|
|
|
|
|
|
|
Name, Age, Director
Since, Term Expiration |
|
|
Experience, Qualifications, Attributes, Skills
|
|
---|---|---|---|---|---|
|
|
|
|
Entrepreneur of the Year in New Jersey. She was also recognized as a National Finalist in the 2013 Ernst & Young Strategic Growth Forum. In 2012 she was named by NJBIZ as one of the 100 Most Powerful People in New Jersey, as well as one of the 50 Most Powerful People in New Jersey Health Care. In addition, she was named by New Jersey Monthly as one of the top 25 Leading Women Entrepreneurs in New Jersey. She serves as Chairman of the Board of Pure Inventions, LLC, a privately held company that manufactures and distributes liquid, dietary supplements in the spa, wellness and natural food markets.
|
|
|
John P. Connors, Jr., 57,
director since 2002, Nominee for term expiring in 2017 |
|
|
Business Experience:
Mr. Connors is the managing partner of the law firm
of Connors & Connors, P.C., located in Staten Island, New York.
Reasons why this person should serve as a director:
Mr. Connors has over
26 years of business experience as a practicing attorney. Mr. Connors is
admitted to practice in the state and federal courts of New York and New
Jersey and the District of Columbia. Mr. Connors has strong risk
management skills and in-depth knowledge of contract and professional
liability law related to key areas of the Company’s operations. Mr. Connors
also has knowledge of and relationships with many of the residents and
businesses located in Staten Island, New York. Mr. Connors is a resident of
Staten Island, and is involved in local professional and community
organizations including the Richmond County Bar Association, Notre
Dame Academy, the Snug Harbor Cultural Center and Botanical Garden,
and as a director of the Northfield Bank Foundation.
|
|
|
Steven M. Klein, 48,
director since 2013, Nominee for term expiring in 2016 |
|
|
Business Experience:
Mr. Klein joined the Company in 2005 as Chief
Financial Officer. He was named Chief Operating Officer in March, 2011.
He was appointed President effective February 1, 2013, and retained the
title of Chief Operating Officer.
Reasons why this person should serve as a director:
Mr. Klein is a registered
certified public accountant, with strong analytical and leadership skills.
Mr. Klein has over 25 years experience in banking, and financial reporting,
including SEC reporting. He is involved in state and national professional
organizations including both the New York Bankers Association and the
New Jersey Bankers Association. Mr. Klein is a former audit partner with
a national accounting and auditing firm, specializing in community banks.
|
|
|
DIRECTORS CONTINUING IN OFFICE:
|
|
|||
|
John R. Bowen, 73,
director since 2003, term expires 2016 |
|
|
Business Experience:
Mr. Bowen has over 35 years of business experience
in all aspects of community banking, and retired as the Chief Executive
Officer of Liberty Bank in 2002.
Reasons why this person should serve as a director:
Mr. Bowen has extensive
knowledge of banking regulation and internal control, and has strong risk
assessment and leadership skills. Mr. Bowen also has extensive experience
in loan origination and monitoring. Mr. Bowen is a resident of New Jersey
and is involved in local professional and community organizations
including the Gateway Regional Chamber of Commerce and as a director
of the Northfield Bank Foundation.
|
|
|
|
|
|
|
Name, Age, Director
Since, Term Expiration |
|
|
Experience, Qualifications, Attributes, Skills
|
|
---|---|---|---|---|---|
|
Gil Chapman, 60
director since 2005, term expires 2016 |
|
|
Business Experience:
Mr. Chapman has over 25 years of business
experience, most recently owning and operating an automobile dealership
in Staten Island, New York.
Reasons why this person should serve as a director:
Mr. Chapman has strong
marketing, sales, and customer service assessment skills. Mr. Chapman has
significant experience in employee development, training, and business
management. Mr. Chapman also has extensive experience in actively
supervising financial personnel while operating his automobile business
and has the requisite qualifications to be designated as an audit committee
financial expert under the SEC’s rules and regulations. Mr. Chapman is a
resident of New Jersey, and is involved in local professional and
community organizations including the National Association of Corporate
Directors and, as a former Staten Island businessman, the Staten Island
Economic Development Corporation and the Staten Island Urban League.
|
|
|
John J. DePierro, 73,
director since 1984, term expires 2016 |
|
|
Business Experience:
Mr. DePierro has over 45 years of business
experience in the healthcare industry. Mr. DePierro recently retired as a
consultant to the healthcare industry and is a retired Chief Executive
Officer of a major Staten Island health care system.
Reasons why this person should serve as a director:
Mr. DePierro has strong
leadership skills, and extensive knowledge of corporate governance, as well
as knowledge of and relationships with many of the residents and
businesses located in Staten Island, New York. Mr. DePierro is a resident
of Staten Island, New York, and is involved in local professional and
community organizations including directorships at the Seton Foundation
for Learning, Mount Manresa Jesuit Retreat House, and the Northfield
Bank Foundation.
|
|
|
Timothy C. Harrison, 56,
director since 2013, term expires 2015 |
|
|
Business Experience:
Since 1990, Mr. Harrison has been a principal in
TCH Realty & Development Co., LLC, and affiliated partnerships, which
develop retail and office projects. Mr. Harrison is a licensed attorney in the
State of New York and the Commonwealth of Pennsylvania.
Reasons why this person should serve as a director:
Mr. Harrison has
extensive knowledge of real estate development and real estate law and
possesses strong risk assessment and leadership skills. Mr. Harrison is a
resident of Staten Island, New York and is involved in local professional
and community organizations, including Project Hospitality in Staten
Island, New York, and as a director of the Northfield Bank Foundation.
|
|
|
Karen J. Kessler, 57,
director since 2013, term expires 2015 |
|
|
Business Experience:
Ms. Kessler is a founding partner and President of
Evergreen Partners, Inc. and has over 25 years of experience in the public
relations industry, specializing in reputation management and
communication.
Reasons why this person should serve as a director:
Ms. Kessler has extensive
experience as a leader in the public relations industry. She has been
featured in numerous local and national media and is a frequent speaker on
the topics of corporate and board best practices, corporate reputation and
women in leadership. Ms. Kessler is chairman of the Board of AllSpire
Health Partners, the nation’s largest health consortium, and Atlantic
Health System. Ms. Kessler, a New Jersey resident, possesses strong skills
in risk management, communication, economics, governance, and
leadership.
|
|
|
|
|
|
|
Name, Age, Director
Since, Term Expiration |
|
|
Experience, Qualifications, Attributes, Skills
|
|
---|---|---|---|---|---|
|
Susan Lamberti, 71,
director since 2001, term expires 2015 |
|
|
Business Experience:
Ms. Lamberti was an educator with the New York
City public schools until her retirement in 2001.
Reasons why this person should serve as a director:
Ms. Lamberti has over
30 years of experience in the New York City Public School system.
Ms. Lamberti has strong training and development skills, and has extensive
knowledge of and relationships with many residents and businesses located
in Staten Island, New York. Ms. Lamberti is a resident of Staten Island,
and is involved in local professional and community organizations
including the Sisters of Charity Housing Development Fund Corporation,
and the Service Auxiliary of Staten Island University Hospital.
Ms. Lamberti also serves as Chairman of the Northfield Bank Foundation.
|
|
|
Frank P. Patafio, 53,
director since 2013, term expires 2016 |
|
|
Business Experience:
Since 2009, Mr. Patafio has served as a senior vice
president and portfolio manager at RXR Realty, New York, New York,
with interests in approximately $7 billion of assets containing over
17.7 million square feet. From 1999 until 2009, Mr. Patafio was a partner
and Chief Financial Officer of The Praedium Group, New York, New
York. In addition, Mr. Patafio is a principal in FJKP, LLC, and affiliated
partnerships, which develop residential homes and own rental properties.
Reasons why this person should serve as a director:
Mr. Patafio has extensive
knowledge and experience in real estate development and operations in the
New York City marketplace and is a licensed Certified Public Accountant
in New York State. Mr. Patafio possesses strong risk assessment skills in
real estate investment, operations, and financing. Mr. Patafio is a resident
of Staten Island, New York and is a director of the Northfield Bank
Foundation.
|
|
|
Patrick E. Scura, Jr., 69,
director since 2006, term expires 2015 |
|
|
Business Experience:
Mr. Scura was an audit partner with a national
accounting and auditing firm for 27 years until his retirement in 2005.
Reasons why this person should serve as a director:
Mr. Scura is a former
audit partner with a national accounting and auditing firm, specializing in
community banking and has over 35 years experience auditing public
company financial institutions. Mr. Scura is a licensed certified public
accountant, and has strong risk assessment, financial reporting, and
internal control expertise. Mr. Scura also has extensive knowledge of and
relationships with community banks in our market area. Mr. Scura resides
in New Jersey, and is involved in local professional and community
organizations including St. Peter’s University and the American Institute
of Certified Public Accountants.
|
|
|
|
|
|
|
|
|
|
Board
of Directors (1) |
|
|
Nominating and
Corporate Governance (2) |
|
|
Compensation
Committee (2) |
|
|
Audit
Committee (3) |
|
||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
|
Annual Retainer
|
|
|
|
$
|
54,000
|
|
|
|
|
|
|
—
|
|
|
|
|
|
|
—
|
|
|
|
|
|
|
—
|
|
|
|
|
Annual Retainer
–
Chair
|
|
|
|
|
—
|
|
|
|
|
|
$
|
4,000
|
|
|
|
|
|
$
|
8,000
|
|
|
|
|
|
$
|
24,000
|
|
|
|
|
Annual Retainer
–
Members
|
|
|
|
|
—
|
|
|
|
|
|
|
—
|
|
|
|
|
|
|
—
|
|
|
|
|
|
$
|
12,000
|
|
|
|
|
Per Meeting Fee
|
|
|
|
|
—
|
|
|
|
|
|
$
|
1,000
|
|
|
|
|
|
$
|
1,000
|
|
|
|
|
|
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Name
|
|
|
Fees earned or
paid in cash ($) (1) |
|
|
All other
compensation ( $ ) (2) |
|
|
Total
($) |
|
||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
|
John R. Bowen
|
|
|
|
|
79,883
|
|
|
|
|
|
|
3,885
|
|
|
|
|
|
|
83,768
|
|
|
|
|
Annette Catino
|
|
|
|
|
74,867
|
|
|
|
|
|
|
3,885
|
|
|
|
|
|
|
78,752
|
|
|
|
|
Gil Chapman
|
|
|
|
|
81,633
|
|
|
|
|
|
|
3,885
|
|
|
|
|
|
|
85,518
|
|
|
|
|
John P. Connors, Jr.
(3)
|
|
|
|
|
68,133
|
|
|
|
|
|
|
3,885
|
|
|
|
|
|
|
72,018
|
|
|
|
|
John J. DePierro
|
|
|
|
|
72,417
|
|
|
|
|
|
|
3,885
|
|
|
|
|
|
|
76,302
|
|
|
|
|
Timothy C. Harrison
|
|
|
|
|
22,000
|
|
|
|
|
|
|
—
|
|
|
|
|
|
|
22,000
|
|
|
|
|
Karen J. Kessler
|
|
|
|
|
23,000
|
|
|
|
|
|
|
—
|
|
|
|
|
|
|
23,000
|
|
|
|
|
Susan Lamberti
|
|
|
|
|
71,850
|
|
|
|
|
|
|
3,885
|
|
|
|
|
|
|
75,735
|
|
|
|
|
Frank P. Patafio
|
|
|
|
|
23,000
|
|
|
|
|
|
|
—
|
|
|
|
|
|
|
23,000
|
|
|
|
|
Albert J. Regen
(4)
|
|
|
|
|
38,600
|
|
|
|
|
|
|
3,885
|
|
|
|
|
|
|
42,485
|
|
|
|
|
Patrick E. Scura, Jr.
|
|
|
|
|
88,116
|
|
|
|
|
|
|
3,885
|
|
|
|
|
|
|
92,001
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Position
|
|
|
Multiple of Base Salary
|
|
---|---|---|---|---|---|
|
Chief Executive Officer, President
|
|
|
2x base salary
|
|
|
Chief Financial Officer
|
|
|
1x base salary
|
|
|
Executive Vice Presidents
|
|
|
1x base salary
|
|
|
|
|
|
|
Equity compensation plans approved by stockholders
|
|
|
Number of securities to be issued upon exercise of outstanding options and rights
|
|
|
Weighted average
exercise price (1) ($) |
|
|
Number of securities remaining available for issuance under the plan
(2)
|
|
||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
|
2008 Equity Incentive Plan:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Restricted Stock
|
|
|
|
|
240,083
|
|
|
|
|
|
|
N/A
|
|
|
|
|
|
|
60,085
|
|
|
|
|
Stock Options/Stock Appreciation Rights
|
|
|
|
|
2,800,305
|
|
|
|
|
|
|
7.13
|
|
|
|
|
|
|
151,445
|
|
|
|
|
Total
|
|
|
|
|
3,040,388
|
|
|
|
|
|
|
N/A
|
|
|
|
|
|
|
211,530
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Dime Community Bancshares, Inc.
|
|
|
State Bancorp, Inc.
|
|
|
Smithtown Bancorp, Inc.
|
|
|
Provident New York Bancorp
|
|
|
Sandy Spring Bancorp, Inc.
|
|
|
First of Long Island Corporation
|
|
|
Flushing Financial Corporation
|
|
|
Suffolk Bancorp
|
|
|
Financial Institutions, Inc.
|
|
|
OceanFirst Financial Corp.
|
|
|
Sun Bancorp, Inc.
|
|
|
Eagle Bancorp, Inc.
|
|
|
Kearny Financial Corp.
|
|
|
Oritani Financial Corp.
|
|
|
Roma Financial Corporation
|
|
|
Sterling Bancorp
|
|
|
Hudson Valley Holding Corp.
|
|
|
First United Corporation
|
|
|
Center Bancorp, Inc.
|
|
|
Lakeland Bancorp, Inc.
|
|
|
First Mariner Bancorp
|
|
|
|
|
|
|
|
|
Name
|
|
|
Target Award Opportunity
($) |
|
|
Actual Award
($) |
|
|
Actual Award as a percentage of Target Award Opportunity
(%) |
|
||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
|
John W. Alexander
|
|
|
|
|
202,800
|
|
|
|
|
|
|
226,377
|
|
|
|
|
|
|
111.63
|
|
|
|
|
William R. Jacobs
|
|
|
|
|
36,000
|
|
|
|
|
|
|
33,530
|
|
|
|
|
|
|
93.14
|
|
|
|
|
Steven M. Klein
|
|
|
|
|
121,500
|
|
|
|
|
|
|
135,625
|
|
|
|
|
|
|
111.63
|
|
|
|
|
Kenneth J. Doherty
|
|
|
|
|
70,000
|
|
|
|
|
|
|
82,249
|
|
|
|
|
|
|
117.49
|
|
|
|
|
Michael J. Widmer
|
|
|
|
|
62,500
|
|
|
|
|
|
|
58,211
|
|
|
|
|
|
|
93.14
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Name and principal position
|
|
|
Year
|
|
|
Salary
($) |
|
|
Bonus
($) |
|
|
Non-equity incentive plan compensation
($) |
|
|
All other compensation
(2)
($) |
|
|
Total
($) |
|
||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
|
John W. Alexander,
Chairman of the Board and Chief Executive Officer |
|
|
|
|
2013
|
|
|
|
|
|
|
676,000
|
|
|
|
|
|
|
—
|
|
|
|
|
|
|
226,377
|
|
|
|
|
|
|
192,830
|
|
|
|
|
|
|
1,095,207
|
|
|
|
|
|
|
2012
|
|
|
|
|
|
|
676,000
|
|
|
|
|
|
|
60,000
|
|
|
|
|
|
|
191,202
|
|
|
|
|
|
|
161,776
|
|
|
|
|
|
|
1,088,978
|
|
|
|
|||
|
|
|
2011
|
|
|
|
|
|
|
676,000
|
|
|
|
|
|
|
34,400
|
|
|
|
|
|
|
193,285
|
|
|
|
|
|
|
147,523
|
|
|
|
|
|
|
1,051,208
|
|
|
|
|||
|
William R. Jacobs,
Senior Vice President and Chief Financial Officer (1) |
|
|
|
|
2013
|
|
|
|
|
|
|
178,041
|
|
|
|
|
|
|
—
|
|
|
|
|
|
|
33,530
|
|
|
|
|
|
|
39,109
|
|
|
|
|
|
|
250,680
|
|
|
|
|
|
|
2012
|
|
|
|
|
|
|
154,533
|
|
|
|
|
|
|
10,000
|
|
|
|
|
|
|
29,669
|
|
|
|
|
|
|
20,031
|
|
|
|
|
|
|
214,233
|
|
|
|
|||
|
Steven M. Klein,
President and Chief Operating Officer (1) |
|
|
|
|
2013
|
|
|
|
|
|
|
399,923
|
|
|
|
|
|
|
—
|
|
|
|
|
|
|
135,625
|
|
|
|
|
|
|
122,343
|
|
|
|
|
|
|
657,891
|
|
|
|
|
|
|
2012
|
|
|
|
|
|
|
350,000
|
|
|
|
|
|
|
40,000
|
|
|
|
|
|
|
98,995
|
|
|
|
|
|
|
72,136
|
|
|
|
|
|
|
561,131
|
|
|
|
|||
|
|
|
2011
|
|
|
|
|
|
|
342,308
|
|
|
|
|
|
|
23,000
|
|
|
|
|
|
|
99,089
|
|
|
|
|
|
|
59,811
|
|
|
|
|
|
|
524,208
|
|
|
|
|||
|
Kenneth J. Doherty,
Executive Vice President and Chief Lending Officer |
|
|
|
|
2013
|
|
|
|
|
|
|
280,000
|
|
|
|
|
|
|
—
|
|
|
|
|
|
|
82,249
|
|
|
|
|
|
|
109,448
|
|
|
|
|
|
|
471,697
|
|
|
|
|
|
|
2012
|
|
|
|
|
|
|
280,000
|
|
|
|
|
|
|
25,000
|
|
|
|
|
|
|
77,236
|
|
|
|
|
|
|
57,447
|
|
|
|
|
|
|
439,683
|
|
|
|
|||
|
|
|
2011
|
|
|
|
|
|
|
280,000
|
|
|
|
|
|
|
11,600
|
|
|
|
|
|
|
82,421
|
|
|
|
|
|
|
56,573
|
|
|
|
|
|
|
430,594
|
|
|
|
|||
|
Michael J. Widmer,
Executive Vice President, Operations |
|
|
|
|
2013
|
|
|
|
|
|
|
250,000
|
|
|
|
|
|
|
—
|
|
|
|
|
|
|
58,211
|
|
|
|
|
|
|
102,905
|
|
|
|
|
|
|
411,116
|
|
|
|
|
|
|
2012
|
|
|
|
|
|
|
250,000
|
|
|
|
|
|
|
15,000
|
|
|
|
|
|
|
67,760
|
|
|
|
|
|
|
52,102
|
|
|
|
|
|
|
384,862
|
|
|
|
|||
|
|
|
2011
|
|
|
|
|
|
|
250,000
|
|
|
|
|
|
|
11,000
|
|
|
|
|
|
|
72,889
|
|
|
|
|
|
|
51,030
|
|
|
|
|
|
|
384,919
|
|
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Mr. Alexander
|
|
|
Mr. Jacobs
|
|
|
Mr. Klein
|
|
|
Mr. Doherty
|
|
|
Mr. Widmer
|
|
||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
|
Employer contributions to qualified and non-qualified deferred compensation plans
|
|
|
|
$
|
100,071
|
|
|
|
|
|
$
|
35,406
|
|
|
|
|
|
$
|
88,208
|
|
|
|
|
|
$
|
83,055
|
|
|
|
|
|
$
|
79,520
|
|
|
|
|
Life insurance premiums
|
|
|
|
|
37,676
|
|
|
|
|
|
|
98
|
|
|
|
|
|
|
410
|
|
|
|
|
|
|
1,078
|
|
|
|
|
|
|
405
|
|
|
|
|
Long-term disability
|
|
|
|
|
5,075
|
|
|
|
|
|
|
1,048
|
|
|
|
|
|
|
2,535
|
|
|
|
|
|
|
1,753
|
|
|
|
|
|
|
1,565
|
|
|
|
|
Automobile
|
|
|
|
|
9,849
|
|
|
|
|
|
|
—
|
|
|
|
|
|
|
17,843
|
|
|
|
|
|
|
10,500
|
|
|
|
|
|
|
10,500
|
|
|
|
|
Club dues
|
|
|
|
|
13,137
|
|
|
|
|
|
|
—
|
|
|
|
|
|
|
—
|
|
|
|
|
|
|
—
|
|
|
|
|
|
|
—
|
|
|
|
|
Dividends paid on restricted
stock awards (3) |
|
|
|
|
23,520
|
|
|
|
|
|
|
1,357
|
|
|
|
|
|
|
10,962
|
|
|
|
|
|
|
10,220
|
|
|
|
|
|
|
8,400
|
|
|
|
|
Travel expense for spouse to accompany on business travel
|
|
|
|
|
2,062
|
|
|
|
|
|
|
—
|
|
|
|
|
|
|
945
|
|
|
|
|
|
|
1,402
|
|
|
|
|
|
|
1,075
|
|
|
|
|
Reimbursement for business cell phone and data usage
|
|
|
|
|
1,440
|
|
|
|
|
|
|
1,200
|
|
|
|
|
|
|
1,440
|
|
|
|
|
|
|
1,440
|
|
|
|
|
|
|
1,440
|
|
|
|
|
Total
|
|
|
|
$
|
192,830
|
|
|
|
|
|
$
|
39,109
|
|
|
|
|
|
$
|
122,343
|
|
|
|
|
|
$
|
109,448
|
|
|
|
|
|
$
|
102,905
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Estimated future payouts under
non-equity incentive plan awards |
|
||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
|
Name
|
|
|
Grant date
|
|
|
Threshold
($) |
|
|
Target
($) |
|
|
Maximum
($) |
|
||||||||||||||||
|
John W. Alexander
|
|
|
|
|
1/28/13
|
|
|
|
|
|
|
101,400
|
|
|
|
|
|
|
202,800
|
|
|
|
|
|
|
304,200
|
|
|
|
|
William R. Jacobs
|
|
|
|
|
1/28/13
|
|
|
|
|
|
|
18,000
|
|
|
|
|
|
|
36,000
|
|
|
|
|
|
|
54,000
|
|
|
|
|
Steven M. Klein
|
|
|
|
|
1/28/13
|
|
|
|
|
|
|
60,750
|
|
|
|
|
|
|
121,500
|
|
|
|
|
|
|
182,250
|
|
|
|
|
Kenneth J. Doherty
|
|
|
|
|
1/28/13
|
|
|
|
|
|
|
35,000
|
|
|
|
|
|
|
70,000
|
|
|
|
|
|
|
105,000
|
|
|
|
|
Michael J. Widmer
|
|
|
|
|
1/28/13
|
|
|
|
|
|
|
31,250
|
|
|
|
|
|
|
62,500
|
|
|
|
|
|
|
93,750
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Option Awards
|
|
|
Stock Awards
|
|
||||||||||||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
|
Name
|
|
|
Number of
securities underlying unexercised options (exercisable) (#) |
|
|
Number of
securities underlying unexercised options (unexercisable) (#) |
|
|
Option exercise price
($) |
|
|
Option
expiration date (1) |
|
|
Number of shares
or units of stock that have not vested (#) |
|
|
Market value of shares or units of stock that have not vested
(2)
($) |
|
||||||||||||||||||||||||
|
John W. Alexander
|
|
|
|
|
472,777
|
|
|
|
|
|
|
118,194
|
|
|
|
|
|
|
7.09
|
|
|
|
|
|
|
01/30/19
|
|
|
|
|
|
|
47,137
|
|
|
|
|
|
|
622,208
|
|
|
|
|
William R. Jacobs
|
|
|
|
|
5,078
|
|
|
|
|
|
|
5,078
|
|
|
|
|
|
|
7.09
|
|
|
|
|
|
|
01/30/19
|
|
|
|
|
|
|
4,234
|
|
|
|
|
|
|
55,889
|
|
|
|
|
|
|
|
|
|
2,525
|
|
|
|
|
|
|
1,684
|
|
|
|
|
|
|
9.44
|
|
|
|
|
|
|
01/29/20
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Steven M. Klein
|
|
|
|
|
230,636
|
|
|
|
|
|
|
57,659
|
|
|
|
|
|
|
7.09
|
|
|
|
|
|
|
01/30/19
|
|
|
|
|
|
|
21,969
|
|
|
|
|
|
|
289,991
|
|
|
|
|
Kenneth J. Doherty
|
|
|
|
|
215,485
|
|
|
|
|
|
|
53,871
|
|
|
|
|
|
|
7.09
|
|
|
|
|
|
|
01/30/19
|
|
|
|
|
|
|
20,482
|
|
|
|
|
|
|
270,362
|
|
|
|
|
Michael J. Widmer
|
|
|
|
|
177,045
|
|
|
|
|
|
|
44,261
|
|
|
|
|
|
|
7.09
|
|
|
|
|
|
|
01/30/19
|
|
|
|
|
|
|
16,835
|
|
|
|
|
|
|
222,222
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Option Awards
|
|
|
Stock Awards
|
|
||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
|
Name
|
|
|
Number of Shares Acquired on Exercise
(#) |
|
|
Value Realized on Exercise
($) |
|
|
Number of Shares Acquired on Vesting
(#) |
|
|
Value Realized
on Vesting ($) (1) |
|
||||||||||||||||
|
John W. Alexander
|
|
|
|
|
—
|
|
|
|
|
|
|
—
|
|
|
|
|
|
|
47,137
|
|
|
|
|
|
|
527,463
|
|
|
|
|
William R. Jacobs
|
|
|
|
|
—
|
|
|
|
|
|
|
—
|
|
|
|
|
|
|
3,001
|
|
|
|
|
|
|
33,581
|
|
|
|
|
Steven M. Klein
|
|
|
|
|
—
|
|
|
|
|
|
|
—
|
|
|
|
|
|
|
21,969
|
|
|
|
|
|
|
245,833
|
|
|
|
|
Kenneth J. Doherty
|
|
|
|
|
—
|
|
|
|
|
|
|
—
|
|
|
|
|
|
|
20,482
|
|
|
|
|
|
|
229,194
|
|
|
|
|
Michael J. Widmer
|
|
|
|
|
—
|
|
|
|
|
|
|
—
|
|
|
|
|
|
|
16,834
|
|
|
|
|
|
|
188,372
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Name
|
|
|
Executive contributions in last fiscal year
($) (1) |
|
|
Registrant contributions in last fiscal year
($) (1) |
|
|
Aggregate earnings in last fiscal year
($) (2) |
|
|
Aggregate withdrawals/distributions
($) |
|
|
Aggregate balance at last fiscal year end
($) (3) |
|
||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
|
John W. Alexander
|
|
|
|
|
51,000
|
|
|
|
|
|
|
24,332
|
|
|
|
|
|
|
740,495
|
|
|
|
|
|
|
—
|
|
|
|
|
|
|
2,932,876
|
|
|
|
|
Steven M. Klein
|
|
|
|
|
9,396
|
|
|
|
|
|
|
6,829
|
|
|
|
|
|
|
53,188
|
|
|
|
|
|
|
—
|
|
|
|
|
|
|
244,304
|
|
|
|
|
Kenneth J. Doherty
|
|
|
|
|
2,650
|
|
|
|
|
|
|
1,151
|
|
|
|
|
|
|
67,115
|
|
|
|
|
|
|
—
|
|
|
|
|
|
|
278,758
|
|
|
|
|
Michael J. Widmer
|
|
|
|
|
324
|
|
|
|
|
|
|
—
|
|
|
|
|
|
|
14,579
|
|
|
|
|
|
|
—
|
|
|
|
|
|
|
79,487
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Mr. Alexander
|
|
|
Mr. Klein
|
|
|
Mr. Doherty
|
|
|
Mr. Widmer
|
|
||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
|
Disability
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Salary continuation
(1)
|
|
|
|
$
|
515,655
|
|
|
|
|
|
$
|
244,655
|
|
|
|
|
|
$
|
129,332
|
|
|
|
|
|
$
|
113,848
|
|
|
|
|
Medical, dental and other health benefits
(2)
|
|
|
|
|
21,488
|
|
|
|
|
|
|
14,268
|
|
|
|
|
|
|
14,268
|
|
|
|
|
|
|
14,268
|
|
|
|
|
Life insurance
(3)
|
|
|
|
|
2,097
|
|
|
|
|
|
|
—
|
|
|
|
|
|
|
—
|
|
|
|
|
|
|
—
|
|
|
|
|
Total
|
|
|
|
$
|
539,240
|
|
|
|
|
|
$
|
258,923
|
|
|
|
|
|
$
|
143,600
|
|
|
|
|
|
$
|
128,116
|
|
|
|
|
Death
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Salary (lump-sum payment)
(4)
|
|
|
|
$
|
676,000
|
|
|
|
|
|
$
|
405,000
|
|
|
|
|
|
$
|
280,000
|
|
|
|
|
|
$
|
250,000
|
|
|
|
|
Medical, dental and other health benefits
(4)
|
|
|
|
|
14,268
|
|
|
|
|
|
|
14,268
|
|
|
|
|
|
|
14,268
|
|
|
|
|
|
|
14,268
|
|
|
|
|
Total
|
|
|
|
$
|
690,268
|
|
|
|
|
|
$
|
419,268
|
|
|
|
|
|
$
|
294,268
|
|
|
|
|
|
$
|
264,268
|
|
|
|
|
Discharge Without Cause or Resignation With Good Reason
–
no Change in Control
(5)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Salary (lump sum)
|
|
|
|
$
|
2,028,000
|
|
|
|
|
|
$
|
1,215,000
|
|
|
|
|
|
$
|
840,000
|
|
|
|
|
|
$
|
750,000
|
|
|
|
|
Bonus (lump sum)
|
|
|
|
|
705,264
|
|
|
|
|
|
|
396,709
|
|
|
|
|
|
|
278,506
|
|
|
|
|
|
|
224,860
|
|
|
|
|
Retirement contributions (lump sum)
|
|
|
|
|
300,213
|
|
|
|
|
|
|
265,080
|
|
|
|
|
|
|
249,165
|
|
|
|
|
|
|
238,587
|
|
|
|
|
Medical, dental and other health benefits
(6)
|
|
|
|
|
68,768
|
|
|
|
|
|
|
68,768
|
|
|
|
|
|
|
68,768
|
|
|
|
|
|
|
68,768
|
|
|
|
|
Life insurance contributions
(7)
|
|
|
|
|
6,414
|
|
|
|
|
|
|
1,304
|
|
|
|
|
|
|
3,430
|
|
|
|
|
|
|
1,289
|
|
|
|
|
Total
|
|
|
|
$
|
3,108,659
|
|
|
|
|
|
$
|
1,946,861
|
|
|
|
|
|
$
|
1,439,869
|
|
|
|
|
|
$
|
1,283,504
|
|
|
|
|
Discharge Without Cause or Resignation With Good Reason
–
Change in Control Related
(8)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Salary (lump sum)
|
|
|
|
$
|
2,028,000
|
|
|
|
|
|
$
|
1,215,000
|
|
|
|
|
|
$
|
840,000
|
|
|
|
|
|
$
|
750,000
|
|
|
|
|
Bonus (lump sum)
|
|
|
|
|
753,606
|
|
|
|
|
|
|
416,985
|
|
|
|
|
|
|
306,708
|
|
|
|
|
|
|
251,667
|
|
|
|
|
Acceleration of vesting of equity awards
(9)
|
|
|
|
|
1,344,382
|
|
|
|
|
|
|
642,294
|
|
|
|
|
|
|
599,521
|
|
|
|
|
|
|
492,657
|
|
|
|
|
Retirement contributions (lump sum)
|
|
|
|
|
300,213
|
|
|
|
|
|
|
265,080
|
|
|
|
|
|
|
249,165
|
|
|
|
|
|
|
238,587
|
|
|
|
|
Medical, dental and other health benefits
(6)
|
|
|
|
|
68,768
|
|
|
|
|
|
|
68,768
|
|
|
|
|
|
|
68,768
|
|
|
|
|
|
|
68,768
|
|
|
|
|
Life insurance contributions
|
|
|
|
|
6,414
|
|
|
|
|
|
|
1,304
|
|
|
|
|
|
|
3,430
|
|
|
|
|
|
|
1,289
|
|
|
|
|
Total
|
|
|
|
$
|
4,501,383
|
|
|
|
|
|
$
|
2,609,431
|
|
|
|
|
|
$
|
2,067,592
|
|
|
|
|
|
$
|
1,802,968
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2013
|
|
|
2012
|
|
||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
|
Audit Fees
|
|
|
|
$
|
451,000
|
|
|
|
|
|
$
|
513,000
|
|
|
|
|
Audit-Related Fees
|
|
|
|
|
—
|
|
|
|
|
|
|
329,495
|
|
|
|
|
Tax Fees
|
|
|
|
|
—
|
|
|
|
|
|
|
—
|
|
|
|
|
All Other Fees
|
|
|
|
|
—
|
|
|
|
|
|
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
Name
(1)
|
|
|
Positions
Held in Northfield Bancorp, Inc. |
|
|
Shares of
Common Stock Beneficially Owned (2) |
|
|
Percent
of Class |
|
||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
|
John W. Alexander
|
|
|
Director, Chairman of
the Board & Chief Executive Officer |
|
|
|
|
986,271
|
(3)
|
|
|
|
|
|
1.8
|
%
|
|
|
|
John R. Bowen
|
|
|
Director
|
|
|
|
|
128,828
|
(4)
|
|
|
|
|
|
*
|
|
|
|
|
Annette Catino
|
|
|
Director
|
|
|
|
|
234,890
|
(5)
|
|
|
|
|
|
*
|
|
|
|
|
Gil Chapman
|
|
|
Director
|
|
|
|
|
148,227
|
(6)
|
|
|
|
|
|
*
|
|
|
|
|
John P. Connors, Jr.
|
|
|
Director
|
|
|
|
|
188,951
|
(7)
|
|
|
|
|
|
*
|
|
|
|
|
John J. DePierro
|
|
|
Director
|
|
|
|
|
151,325
|
(8)
|
|
|
|
|
|
*
|
|
|
|
|
Timothy C. Harrison
|
|
|
Director
|
|
|
|
|
—
|
|
|
|
|
|
|
*
|
|
|
|
|
Karen J. Kessler
|
|
|
Director
|
|
|
|
|
3,500
|
|
|
|
|
|
|
*
|
|
|
|
|
Steven M. Klein
|
|
|
Director, President &
Chief Operating Officer |
|
|
|
|
469,416
|
(9)
|
|
|
|
|
|
*
|
|
|
|
|
Susan Lamberti
|
|
|
Director
|
|
|
|
|
149,931
|
(10)
|
|
|
|
|
|
*
|
|
|
|
|
Frank P. Patafio
|
|
|
Director
|
|
|
|
|
217,924
|
(11)
|
|
|
|
|
|
*
|
|
|
|
|
Patrick E. Scura, Jr.
|
|
|
Director
|
|
|
|
|
148,566
|
(12)
|
|
|
|
|
|
*
|
|
|
|
|
Kenneth J. Doherty
|
|
|
Executive Vice President,
Chief Lending Officer |
|
|
|
|
439,061
|
(13)
|
|
|
|
|
|
*
|
|
|
|
|
Michael J. Widmer
|
|
|
Executive Vice President,
Operations |
|
|
|
|
335,090
|
(14)
|
|
|
|
|
|
*
|
|
|
|
|
William R. Jacobs
|
|
|
Senior Vice President,
Chief Financial Officer |
|
|
|
|
40,571
|
(15)
|
|
|
|
|
|
*
|
|
|
|
|
All Directors and Executive Officers as a group (15 individuals)
|
|
|
|
|
|
|
|
3,642,551
|
|
|
|
|
|
|
6.72
|
(16)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
By Order of the Board of Directors
|
|
|
|
|
|
M. Eileen Bergin
Vice President, Corporate Secretary |
|
|
|
|
|