DEF 14A
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO.
)
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
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Preliminary Proxy Statement
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Confidential, for Use of the
Commission Only (as permitted by
Rule 14a-6(e)(2)) |
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[X] |
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Definitive Proxy Statement |
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Definitive Additional Materials |
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Soliciting Material Pursuant to
Section 240.14a-12 |
Northfield Bancorp, Inc.
(Name of Registrant as Specified In Its
Charter)
(Name of Person(s) Filing Proxy Statement, if
other than Registrant)
Payment of Filing Fee (Check the appropriate box):
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Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-12. |
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(1) |
Title of each class of securities to which transaction applies: |
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Aggregate number of securities to which transaction applies: |
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Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined): |
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(4) |
Proposed maximum aggregate value of transaction: |
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Fee paid previously with preliminary materials. |
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Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing. |
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(1) |
Amount Previously Paid: |
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(2) |
Form, Schedule or Registration Statement No.: |
April 23, 2008
Dear Fellow Stockholder:
We cordially invite you to attend the 2008 Annual Meeting of Stockholders of Northfield
Bancorp, Inc., the parent company of Northfield Bank. The Annual Meeting will be held at the
Hilton Garden Inn, located at 1100 South Avenue, Staten Island, New York 10314, at 10:00 a.m.,
local time, on May 28, 2008.
The enclosed Notice of Annual Meeting and Proxy Statement describe the formal business to be
transacted. During the Annual Meeting we also will report on the operations of Northfield Bancorp,
Inc.
The business to be conducted at the Annual Meeting includes the election of three directors
and the ratification of the appointment of KPMG LLP as the independent registered public accounting
firm for the year ending December 31, 2008.
Our Board of Directors has determined that the matters to be considered at the Annual Meeting
are in the best interests of Northfield Bancorp, Inc. and its stockholders. For the reasons set
forth in the Proxy Statement, the Board of Directors unanimously recommends a vote FOR each
matter to be considered.
Also enclosed for your review is our Annual Report on Form 10-K for the year ended December
31, 2007, which contains detailed information concerning our activities and operating performance.
On behalf of the Board of Directors, please take a moment now to complete, sign, date, and return
the proxy card in the postage-paid envelope provided. Voting in advance of the Annual Meeting will
not prevent you from voting in person, but will assure that your vote is counted if you are unable
to attend the Annual Meeting.
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Sincerely,
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John W. Alexander |
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Chairman of the Board,
President and Chief Executive Officer |
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TABLE OF CONTENTS
NORTHFIELD BANCORP, INC.
1410 St. Georges Avenue
Avenel, New Jersey 07001
(732) 499-7200
NOTICE OF
2008 ANNUAL MEETING OF STOCKHOLDERS
To Be Held On May 28, 2008
Notice is hereby given that the 2008 Annual Meeting of Stockholders of Northfield Bancorp,
Inc. will be held at the Hilton Garden Inn, located at 1100 South Avenue, Staten Island, New York
10314, at 10:00 a.m., local time, on May 28, 2008.
A Proxy Card and a Proxy Statement for the Meeting are enclosed.
The Meeting is for the purpose of considering and acting upon:
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The election of three directors; |
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The ratification of the appointment of KPMG LLP as independent registered
public accounting firm for the year ending December 31, 2008; and |
such other matters as may properly come before the Meeting, or any adjournments thereof. The Board
of Directors is not aware of any other business to come before the Meeting.
Any action may be taken on the foregoing proposals at the Meeting on the date specified above,
or on any date or dates to which the Meeting may be adjourned. Stockholders of record at the close
of business on April 10, 2008, are the stockholders entitled to vote at the Meeting, and any
adjournments thereof.
EVEN IF YOU DO NOT PLAN TO ATTEND THE MEETING, YOU MAY CHOOSE TO VOTE YOUR SHARES BY SIGNING,
DATING, AND RETURNING THE ENCLOSED PROXY CARD WITHOUT DELAY IN THE ENCLOSED POSTAGE-PAID ENVELOPE.
ANY PROXY THAT YOU GIVE MAY BE REVOKED AT ANY TIME BEFORE IT IS EXERCISED. YOU MAY REVOKE A PROXY
BY FILING, WITH THE SECRETARY OF NORTHFIELD BANCORP, INC., A WRITTEN REVOCATION, OR A DULY EXECUTED
PROXY BEARING A LATER DATE. IF YOU ATTEND THE MEETING YOU MAY REVOKE YOUR PROXY AND VOTE
PERSONALLY ON EACH MATTER BROUGHT BEFORE THE MEETING. HOWEVER, IF YOUR SHARES ARE NOT REGISTERED
IN YOUR NAME, YOU WILL NEED ADDITIONAL DOCUMENTATION FROM THE RECORD HOLDER TO VOTE PERSONALLY AT
THE MEETING.
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By Order of the Board of Directors
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Madeline G. Frank |
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Senior Vice President, Corporate Secretary |
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Avenel, New Jersey
April 23, 2008
A SELF-ADDRESSED ENVELOPE IS ENCLOSED FOR YOUR CONVENIENCE. NO POSTAGE IS REQUIRED IF MAILED
WITHIN THE UNITED STATES.
Proxy Statement
NORTHFIELD BANCORP, INC.
1410 St. Georges Avenue
Avenel, New Jersey 07001
(732) 499-7200
2008 ANNUAL MEETING OF STOCKHOLDERS
May 28, 2008
This Proxy Statement is furnished in connection with the solicitation of proxies on behalf of
the Board of Directors of Northfield Bancorp, Inc. to be used at the 2008 Annual Meeting of
Stockholders of Northfield Bancorp, Inc. (the Company), which will be held at the Hilton Garden
Inn, located at 1100 South Avenue, Staten Island, New York 10314, at 10:00 a.m., local time, on May
28, 2008, and all adjournments of the Annual Meeting. The accompanying Notice of Annual Meeting of
Stockholders and this Proxy Statement are first being mailed to stockholders on or about April 24,
2008.
REVOCATION OF PROXIES
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
signing and returning your Proxy Card to Northfield Bancorp, Inc. Proxies we receive that are
signed, but contain no instructions for voting, will be voted FOR the proposals set forth in this
Proxy Statement for consideration at the Annual Meeting.
Proxies may be revoked by sending written notice of revocation to the Corporate Secretary of
Northfield Bancorp, Inc., Madeline G. Frank, at the address shown above, or by returning a duly
executed proxy bearing a later date by mail as described on your Proxy Card. The presence at the
annual meeting of any stockholder who had given a proxy shall not revoke such proxy unless the
stockholder delivers his or her ballot in person at the annual meeting or delivers a written
revocation to the Secretary prior to the voting of such proxy.
VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF
Holders of record of our shares of common stock, par value $0.01 per share, as of the close of
business on April 10, 2008, are entitled to one vote for each share then held. As of April 10,
2008, there were 44,803,061 shares of common stock issued and outstanding. The presence in person
or by proxy of a majority of the outstanding shares of common stock entitled to vote is necessary
to constitute a quorum at the annual meeting. Abstentions and broker non-votes will be counted for
purposes of determining that a quorum is present.
As to the election of directors, the Proxy Card being provided by the Board of Directors
enables a stockholder to vote FOR ALL NOMINEES proposed by the Board, to WITHHOLD AUTHORITY FOR ALL
NOMINEES or to vote FOR ALL EXCEPT one or more of the nominees being proposed. Directors are
elected by a plurality of votes cast, without regard to either broker non-votes, or proxies as to
which the authority to vote for the nominees being proposed is withheld.
As to the ratification of KPMG LLP as our independent registered public accounting firm, by
checking the appropriate box, a stockholder may: (i) vote FOR the ratification; (ii) vote AGAINST
the ratification; or (iii) ABSTAIN from voting on such ratification. The affirmative vote of a
majority of the shares represented at the annual meeting and entitled to vote is required for the
ratification of KPMG LLP as the independent registered public accounting firm for the year ending
December 31, 2008. Shares as to which the ABSTAIN box has been selected on the proxy card will
be counted as shares represented and entitled to vote and will have the same effect as a vote
against the matter. Broker non-votes are not considered represented at the annual meeting and
entitled to vote on the matter.
1
Our management anticipates that Northfield Bancorp, MHC, our majority stockholder, will vote
all of its shares in favor of all the matters set forth above. If Northfield Bancorp, MHC votes
all of its shares in favor of each proposal, the approval of each proposal would be assured.
Persons and groups who beneficially own in excess of 5% of our shares of common stock are
required to file certain reports with the Securities and Exchange Commission regarding such
ownership pursuant to the Securities Exchange Act of 1934. The
following table sets forth, as of April 10, 2008, the shares of our common stock beneficially
owned by each person known to us who was the beneficial owner of more than 5% of the outstanding
shares of our common stock.
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Amount of Shares |
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Owned and Nature |
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Percent of Shares |
Name and Address of |
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of Beneficial |
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of Common Stock |
Beneficial Owners |
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Ownership (1) |
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Outstanding |
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Northfield Bancorp, MHC |
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24,641,684 |
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55.00 |
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1731 Victory Boulevard
Staten Island, New York 10314 |
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Northfield Bancorp, MHC, |
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25,141,279 |
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56.12 |
% |
and all directors and executive
officers of Northfield Bancorp, Inc.
and Northfield Bank as a group
(14 directors and executive officers) (2) |
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(1) |
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In accordance with Rule 13d-3 under the Securities Exchange Act of 1934, a person is deemed
to be the beneficial owner for purposes of this table, of any shares of common stock if he has
shared voting or investment power with respect to such security, or has a right to acquire
beneficial ownership at any time within 60 days from the date as of which beneficial ownership
is being determined. As used herein, voting power is the power to vote or direct the voting
of shares and investment power is the power to dispose or direct the disposition of shares,
and includes all shares held directly as well as by spouses and minor children, in trust and
other indirect ownership, over which shares the named individuals effectively exercise sole or
shared voting or investment power. |
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Includes shares of common stock held by Northfield Bancorp, MHC, of which our directors are
also trustees. Excluding shares of common stock held by Northfield Bancorp, MHC, directors
and executive officers beneficially owned 499,595 shares of common stock, or 1.12% of the
outstanding shares. |
CORPORATE GOVERNANCE AND BOARD MATTERS
Board of Directors, Meetings, and Standing Committees
There are currently ten members of the Board of Directors:
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John W. Alexander
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John P. Connors, Jr. |
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Stanley A. Applebaum
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John J. DePierro |
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John R. Bowen
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Susan Lamberti |
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Annette Catino
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Albert J. Regen |
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Gil Chapman
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Patrick E. Scura, Jr. |
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. Based on these standards, the Board of
Directors has determined that each of the following non-employee directors is independent of
Northfield Bancorp, Inc.:
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Annette Catino |
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Gil Chapman |
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John J. DePierro |
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Susan Lamberti |
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Patrick E. Scura, Jr. |
We rely on Nasdaqs Controlled Company exemption from the independence requirements with
respect to having a majority of independent directors on our Board of Directors. We are a
Controlled Company because Northfield Bancorp, MHC owns a majority of our outstanding shares of
common stock.
2
The business of Northfield Bancorp, Inc. is conducted at regular and special meetings of the
full Board and its standing committees. In addition, our independent directors periodically meet
in executive sessions. The standing committees of the Board consist of the Nominating and
Corporate Governance, Audit, Compensation, Asset Liability Management, and Compliance.
During the year ended December 31, 2007, the Board of Directors met 18 times, consisting of 12
regular meetings and six special meetings. The primary purpose of the special meetings was to
discuss and approve matters related to the initial public offering of Northfield Bancorp, Inc.,
which was completed on November 7, 2007.
No member of the Board or any committee thereof attended fewer than 75% of the aggregate of:
(i) the total number of meetings of the Board of Directors (held during the period for which she or
he has been a director); and (ii) the total number of
meetings held by all committees of the Board on which she or he served (during the periods
that she or he served). The duties and responsibilities of the Boards standing committees are as
follows:
Nominating and Corporate Governance Committee. The Nominating and Corporate Governance
Committee consists of Directors DePierro, who serves as Chairman, Catino, and Lamberti. Each
member of the Nominating and Corporate Governance Committee is considered independent as set
forth in the listing requirements for Nasdaq securities. Our Board of Directors has adopted a
written charter for the Nominating and Corporate Governance Committee, which is available at our
website at www.eNorthfield.com. The Nominating and Corporate Governance Committee met three times
during the year ended December 31, 2007.
The purpose of the Nominating and Corporate Governance Committee is to assist the Board of
Directors in implementing policies and practices related to corporate governance, including:
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reviewing and monitoring our compliance with our Corporate Governance Principles,
Code of Conduct and Ethics for Employees, Officers and Directors, and Code of Conduct
and Ethics for Senior Financial Officers; |
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periodically evaluating the size, composition, and independence of the Board of
Directors (and its committees); |
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evaluating individuals to be considered for Board service; |
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recommending director nominees to the Board for the next annual meeting of
stockholders; |
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overseeing the process to assess Board and committee effectiveness; |
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making recommendations to the Board with respect to committee assignments; and, |
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in consultation with the Compensation Committee, reviewing and recommending director
compensation. |
The Nominating and Corporate Governance Committee identifies nominees by first evaluating the
current members of the Board of Directors willing to continue in service. Current members of the
Board with skills and experience that are relevant to our business and who are willing to continue
in service are first considered for re-nomination, balancing the value of continuity of service by
existing members of the Board with that of obtaining a new perspective. In addition, the
Nominating and Corporate Governance Committee is authorized by its charter to engage a third party
to assist in the identification of director nominees, if it chooses to do so. The Nominating and
Corporate Governance Committee would seek to identify a candidate who, at a minimum, satisfies the
following criteria:
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the highest personal and professional ethics and integrity and whose values are
compatible with our values; |
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experience and achievements that have given them the ability to exercise and develop
good business judgment; |
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a willingness to devote the necessary time to the work of the Board and its
committees, which includes being available for Board and committee meetings; |
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a commitment to the communities in which we operate and/or is actively engaged in
community activities; |
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involvement in other activities or interests that do not create a conflict with their
responsibilities to the Company and its stockholders; and |
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the capacity and desire to represent the balanced, best interests of our stockholders
as a group, and not primarily a special interest group or constituency. |
The Nominating and Corporate Governance Committee will also take into account whether a
candidate satisfies the criteria for independence under the Nasdaq corporate governance listing
standards.
Audit Committee. The Audit Committee consists of Directors Scura, who serves as Chairman,
Catino, Chapman, and Lamberti. Each member of the Audit Committee is independent as set forth in
the listing requirements for Nasdaq securities and under Securities and Exchange Commission Rule
10A-3. The Board of Directors has determined that Director Scura qualifies as an
audit committee financial expert as that term is used in the rules and regulations of the
Securities and Exchange Commission. Information with respect to the experience of Director Scura
is included in Proposal I Election of Directors. Our Board of Directors has adopted a written
charter for the Audit Committee, which is available at our website at www.eNorthfield.com. The
Audit Committee met 13 times during the year ended December 31, 2007.
The duties and responsibilities of the Audit Committee include, among other things:
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monitoring and overseeing the integrity of our accounting and financial reporting
process, audits, financial statements and systems of internal controls; |
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monitoring and overseeing the independence and performance of our external auditors,
internal auditors and outsourced internal audit consultants; |
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facilitating communication among the external auditors, management, internal
auditors, and the outsourced internal audit consultants; and |
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maintaining oversight of the external auditors, including the appointment,
compensation, retention and, when considered necessary, the dismissal of the external
auditors. |
Compensation Committee. Each member of the Compensation Committee is independent as set
forth in the listing requirements for Nasdaq securities. The current members of the Compensation
Committee consist of Directors Catino, who serves as Chairman, Chapman, DePierro, and Scura. Our
Board of Directors has adopted a written charter for the Compensation Committee, which is available
at our website at www.enorthfield.com. The Compensation Committee met 11 times during the year
ended December 31, 2007.
The duties and responsibilities of the Compensation Committee include, among other things:
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reviewing evaluating and recommending objectives relevant to the Chief Executive
Officers compensation; evaluating the Chief Executive Officers performance relative to
established goals; and reviewing, evaluating and recommending to the Board the Chief
Executive Officers compensation; |
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reviewing, evaluating and recommending, in consultation with the Chief Executive
Officer, goals relevant to the compensation of our other executive management; and
reviewing such officers |
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performance in light of these goals and recommending to the
Board such officers compensation based on this evaluation; |
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establishing and administering our incentive cash compensation program for executive
management; |
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reviewing, evaluating and recommending, in consultation with the Nominating and
Corporate Governance Committee, the compensation to be paid to our directors and to
directors of our affiliates for their service on the Board; |
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reviewing, evaluating and recommending the terms of employment and severance
agreements and arrangements for executive management, including any change of control
and indemnification provisions, as well as other compensatory arrangements and
perquisite programs for executive management; and |
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reviewing and approving changes in our qualified benefit plans that result in a
material change in costs or the benefit levels provided and changes in a plan trustee,
administrator, or service provider. |
Other Committees. The Board of Directors also maintains an Asset Liability Management
Committee and a Compliance Committee. The purpose of the Asset Liability Management Committee is
to assist the Board of Directors in establishing parameters for investments and loan underwriting,
overseeing funding needs and sources, and capital initiatives. The Asset Liability Management
Committees responsibilities also include reviewing and monitoring the Companys strategic planning
process and annual budgeting process. The Asset Liability Management Committee met four times
during the year ended December 31, 2007.
The purpose and responsibilities of the Compliance Committee include overseeing our compliance
program, assessing the adequacy of compliance controls and internal compliance monitoring,
assessing the effectiveness of management policies, procedures, and practices relating to
compliance, and advising the Board of Directors as to the status of our compliance program and
ongoing developments relating to compliance matters. The Compliance Committee met ten times during
the year ended December 31, 2007.
Director Compensation
On an annual basis, director compensation is reviewed by the Compensation Committee, in
consultation with the Nominating and Corporate Governance Committee. The Compensation Committee
considers, among other things, the size and complexity of the Company, as well as the
responsibilities, marketplace availability of necessary skill sets, and the time commitment
necessary for the Board, its committees, and its committee chairs, to adequately discharge their
oversight role and responsibilities. The Compensation Committee utilizes available survey data and
the assistance of a third-party compensation consultant, regarding director compensation at other
comparable financial institutions as part of this process.
In 2007, the Compensation Committee utilized a third-party compensation consultant to assist
the Committee in its evaluation of the components and competitiveness of the Companys director
compensation. Based upon this evaluation, the Committee concluded that the components and level of
director compensation for 2007 were competitive and no change to 2007 director compensation was
deemed necessary. The Compensation Committee also recommended no change to cash compensation for
2008. Directors who are also employees of the Company receive no additional compensation for
service as a director.
5
The following table sets forth the Director and committee fee structure for the Board and its
standing committees (all of which were due and payable in cash) for the year ended December 31,
2007. Attendance fees, and one-fourth of any annual retainer, are paid on a quarterly basis, in
arrears, unless a director elects to have such fees or a portion thereof, deferred under our
non-qualified deferred compensation plan, described below.
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Nominating and |
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Board |
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Corporate |
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Compensation |
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Audit |
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of Directors |
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Governance |
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Committee |
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Committee |
Annual Retainer |
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30,000 |
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Annual
Retainer-Chair |
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$ |
3,000 |
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$ |
4,000 |
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$ |
6,000 |
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Per Meeting
Attendance Fee |
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1,250 |
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$ |
850 |
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$ |
850 |
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$ |
1,250 |
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All other committees of the Board receive, in cash, an $850 per meeting attendance fee and an
annual committee chair retainer of $3,000.
The following table sets forth for the year ended December 31, 2007, certain information as to
the total remuneration we paid our directors. Mr. Alexander does not receive separate compensation
for his service as a director. The Non-equity incentive plan compensation, Stock awards,
Option awards, Change in pension value and nonqualified deferred compensation earnings and All
other compensation columns have been omitted from the table because no director earned any
compensation during the year ended December 31, 2007, of a type required to be disclosed in those
columns.
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Director Compensation Table For the Year Ended December 31, 2007 |
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Fees earned or paid |
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in cash ($) |
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Total ($) |
Stanley A. Applebaum (1) |
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59,750 |
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59,750 |
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John R. Bowen |
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65,400 |
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65,400 |
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Annette Catino |
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81,150 |
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81,150 |
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Gil Chapman |
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74,350 |
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74,350 |
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John P. Connors, Jr. (1) |
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59,350 |
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59,350 |
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John J. DePierro |
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74,150 |
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74,150 |
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Susan Lamberti |
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66,300 |
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66,300 |
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Albert J. Regen |
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61,900 |
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61,900 |
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Patrick E. Scura, Jr. |
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82,250 |
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82,250 |
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During 2007, Messrs. Applebaum and Connors provided legal services to or for
the benefit of Northfield Bank. See Transactions With Certain Related Persons for a
discussion of fees received for legal services provided in 2007. |
Transactions With Certain Related Persons
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 $1.2 million at December 31, 2007. All of such loans were made in the
ordinary course of business, were made 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 collectibility or present other
unfavorable features. These loans were performing according to their original terms at December
31, 2007, and were made in compliance with federal banking regulations.
6
Other Transactions. Stanley A. Applebaum and John P. Connors, Jr., in addition to their
duties as trustees of Northfield Bancorp, MHC, and directors of Northfield Bancorp, Inc. and
Northfield Bank, are practicing attorneys who perform legal work directly for or on behalf of
Northfield Bank. During the year ended December 31, 2007, Mr. Applebaum and Mr. Connors received
fees, either directly from Northfield Bank, or from our customers in connection with transactions
with Northfield Bank, in the amounts of approximately $120,000 and $74,000, respectively. The
Board of Directors authorizes the transactions each year, and the Compensation Committee of the
Board of Directors reviews a summary of the services performed and the total fees paid for services
on an annual basis. All transactions with Mr. Applebaum and Mr. Connors are in the ordinary course
of business, and the terms and fees are considered to be consistent with those prevailing at the
time for comparable transactions with other persons.
Attendance at Annual Meetings of Stockholders
Although we do not have a formal written policy regarding director attendance at annual
meetings of stockholders, it is expected that Directors will attend these meetings absent
unavoidable scheduling conflicts. The 2008 Annual Meeting of Stockholders is our first annual
meeting as a public company.
Codes of Conduct and Ethics
We have adopted a Code of Conduct and Ethics for Senior Financial Officers that is applicable
to our chief executive officer, chief financial officer, and controller. The Code of Conduct and
Ethics for Senior Financial Officers is available on our website at www.eNorthfield.com.
Amendments and waivers from the Code of Conduct and Ethics for Senior Financial Officers will be
disclosed 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 all aspects of the Code of Conduct and
Ethics for Employees, Officers and Directors.
Stockholder Communications
Stockholder Proposals. In order to be eligible for inclusion in our proxy materials for our
2009 Annual Meeting of Stockholders, any stockholder proposal to take action at such meeting must
be received at our executive office, 1410 St. Georges Avenue, Avenel, New Jersey 07001, no later
than December 23, 2008. Any such proposals shall be subject to the requirements of the proxy rules
adopted under the Securities Exchange Act of 1934.
Advanced Notice of Business to be Conducted at an Annual
Meeting of Stockholders. Under our
Bylaws, a stockholder must follow certain procedures to nominate persons for election as directors
or to introduce an item of business at a meeting of stockholders. These procedures provide,
generally, that stockholders desiring to make nominations for directors, or to bring a proper
subject of business before the meeting, must do so by a written notice timely received (generally
not later than 30 days in advance of such meeting, subject to certain exceptions) by the Corporate
Secretary of Northfield Bancorp, Inc.
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 Securities and Exchange Commission in effect
at the time such proposal is received.
The 2009 annual meeting of stockholders is expected to be held May 27, 2009. Accordingly,
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 by April 27, 2009. If notice is
received after April 27, 2009, it will be considered untimely, and we will not be required to
present the matter at the stockholders meeting.
Procedures for the Recommendation of Director Nominees by Stockholders. In September 2007, in
connection with our becoming a public company, the Nominating and Corporate Governance Committee
adopted procedures for the submission of recommendations for director nominees by stockholders. If
a determination is
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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 1410 St.
Georges Avenue, Avenel, New Jersey 07001, Attention: Corporate Secretary. The Corporate Secretary
must receive a submission for consideration for the 2009 Annual Meeting of Stockholders no later
than November 23, 2008.
The submission must include the following information:
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a statement that the writer is a stockholder and is proposing a candidate for
consideration by the Committee; |
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the name and address of the stockholder as they appear on our books, and number of
shares of our common stock that are owned beneficially by such stockholder (if the
stockholder is not a holder of record, appropriate evidence of the stockholders
ownership will be required); |
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the name, address and contact information for the candidate, and the number of
shares of our common stock that are owned by the candidate (if the candidate is not a
holder of record, appropriate evidence of the stockholders ownership should be
provided); |
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a statement of the candidates business and educational experience; |
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such other information regarding the candidate as would be required to be included
in the proxy statement pursuant to Securities and Exchange Commission Regulation 14A; |
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a statement detailing any relationship between the candidate and Northfield Bancorp,
Inc. and its affiliates; |
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a statement detailing any relationship between the candidate and any customer,
supplier or competitor of Northfield Bancorp, Inc. or its affiliates; |
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detailed information about any relationship or understanding between the proposing
stockholder and the candidate; and |
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a statement of the candidate that the candidate is willing to be considered and
willing to serve as a Director if nominated and elected. |
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
1410 St. Georges Avenue, Avenel, New Jersey 07001, 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:
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forward the communication to the director or directors to whom it is addressed; or |
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attempt to handle the inquiry directly, or forward the communication for response by
another employee of Northfield Bancorp, Inc. For example, a request for information
about us on a stock-related matter may be forwarded to our Director of Corporate
Governance; or |
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not forward the communication if it is primarily commercial in nature, relates to an
improper or irrelevant topic, or is unduly hostile, threatening, illegal or otherwise
inappropriate. |
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The Corporate Secretary will make those communications that were not forwarded available to
the Directors on request.
EXECUTIVE COMPENSATION
Compensation Committee Report
The Compensation Committee has reviewed and discussed the section entitled Compensation
Discussion and Analysis included in this proxy statement with management. Based on this review
and discussion, the Compensation Committee recommended to the Board of Directors that the
Compensation Discussion and Analysis be included in our Proxy Statement. The members of the
Compensation Committee are: Annette Catino, who serves as Chairman; Gil Chapman; John J. DePierro;
and Patrick E. Scura.
Compensation Discussion and Analysis
This discussion and analysis addresses compensation for 2007 for our named executive officers:
John W. Alexander, Chairman, President and Chief Executive Officer; Steven M. Klein, Executive Vice
President and Chief Financial Officer; Kenneth J. Doherty, Executive Vice President and Chief
Lending Officer; Michael J. Widmer, Executive Vice President of Operations; and Madeline G. Frank,
Senior Vice President and Corporate Secretary. These five executives are referred to in this
discussion as the Named Executive Officers.
Role of the Compensation Committee. The Compensation Committee of the Board of Directors is
responsible for overseeing and making recommendations to the full Board of Directors with respect
to the compensation of the Named Executive Officers, including the Chief Executive Officer. As
part of these duties, the Committee administers the Companys cash incentive compensation plan and
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 Board
of Directors has ultimate authority to ratify the compensation of all Named Executive Officers,
including the Chief Executive Officer.
The Compensation Committee also reviews, oversees, and approves the management and
implementation of Northfield Banks employee benefit plans. The Committee has a formal charter
that describes the Committees scope of authority and its duties.
The Compensation Committee consists of four Directors, all of whom are independent as set
forth in the listing requirements for Nasdaq securities. 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 Rule 4200. This evaluation, and the determination that
each member of the Committee is independent, was most recently made in March 2008.
Role of Executives in Committee Activities. The executive officers who serve as a resource to
the Compensation Committee are the Chief Executive Officer, the Chief Financial Officer, and the
Director of Human Resources. Executives provide the Compensation Committee with input regarding
Northfield Banks employee compensation philosophy, processes, and decisions for employees other
than Named Executive Officers. This communication assists in the design and alignment of incentive
programs throughout the Company. In addition to providing factual information such as company-wide
performance on relevant measures, these executives articulate managements views on current
compensation programs and processes, recommend relevant performance measures to be used for future
evaluations, and otherwise supply information to assist the Compensation Committee. The Chief
Executive Officer also provides information about individual performance assessments for the other
Named Executive Officers, and expresses to the Compensation Committee his views on the appropriate
levels of compensation for the other Named Executive Officers for the ensuing year. At the request
of the Compensation Committee, the Chief Financial Officer communicates directly with third-party
consultants, providing third-party consultants with Company-specific data and information, and
assisting in the evaluation of the estimated financial impact regarding any proposed changes to the
various components of compensation.
Executives participate in Committee activities purely in an informational and advisory
capacity and have no vote in the Committees decision-making process. The Chief Executive Officer
and Chief Financial Officer do
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not attend those portions of Compensation Committee meetings during which their performance is
evaluated or their compensation is being determined. No executive officer other than the Chief
Executive Officer attends those portions of Compensation Committee meetings during which the
performance of the other Named Executive Officers is evaluated or their compensation is being
determined. In addition, the Compensation Committee meets in executive session as appropriate.
Use of Consultants. The Compensation Committee periodically engages independent compensation
consultants to assist it in the compensation process for Named Executive Officers. The consultants
are retained by and report directly to the Compensation Committee. The Compensation Committee
places no restrictions on consultants within the scope of contracted services and such consultants
are not engaged by management for any purpose. The consultants provide expertise and information
about competitive trends in the employment marketplace, including established and emerging
compensation practices at other companies. The consultants also provide proxy statement and survey
data, and assist in assembling relevant comparison groups for various purposes and establishing
benchmarks for base salary and cash incentives from the comparison group proxy statement and
survey data. The Committee engaged the firm of Mercer Human Resource Consulting LLC to serve as
its independent compensation consultant in 2006 to assist the Committee in determining the Named
Executive Officers salary and cash incentive targets for 2007.
In the second quarter of 2007, in consideration of the Companys announced initial public
offering, the Compensation Committee reassessed the Companys consulting requirements, and
interviewed independent third-party compensation consultant candidates. Based upon the Committees
evaluation of, among other things, the candidates experience with public companies, especially
initial public offerings of holding companies that were mutually owned, available consultant
resources, and Company time requirements, the Compensation Committee engaged the firm of Pearl
Meyer & Partners to evaluate the Companys compensation program for Named Executive Officers,
including 2007 base salary and cash incentive compensation previously established by the
Compensation Committee.
Compensation Objectives and Philosophy. The overall objectives of the Companys compensation
program are to retain, motivate, and reward employees and officers (including the Named Executive
Officers) for performance, and to provide competitive compensation to attract talent to the
Company. The methods used to achieve these goals for Named Executive Officers are strongly
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 Officers individual performance directed towards attainment of
corporate goals, including both financial and non-financial goals.
Our 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 our Company. The creation of long-term value is highly dependent on the development
and effective execution of our business strategy by our executive officers.
Factors that influence the design of our executive compensation program include consideration
that:
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we operate in a highly regulated industry. We value industry-specific experience
that promotes a safe and sound operation of Northfield Bank; |
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we value executives with sufficient experience in our markets relating to the
behavior of our customers, products, and investments in various phases of the economic
cycle; |
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we operate in interest rate and credit markets that are often volatile. We value
disciplined decision-making that respects our business plan but adapts quickly to
change; and |
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we value the retention and development of performing incumbent executives.
Recruitment of executives can have substantial monetary costs, unpredictable outcomes,
and a disruptive effect on our operations. |
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Our current compensation program for our Named Executive Officers includes two key components.
The first component is base salary, which is designed to provide a reasonable level of predictable
income commensurate with market standards of the position held. The second component is annual
cash incentives, which are shorter-term in nature and are designed to motivate our executives to
meet or exceed annual performance goals that are detailed in our cash incentive plan and focused on
the strategic objectives of the Company. The Compensation Committee also reviews benefits and
perquisites provided to the Named Executive Officers to ensure that such benefits and perquisites
are competitive and appropriate for the role and responsibilities of the Named Executive Officers.
Prior to the completion of the Companys stock offering in November 2007, the Company was
mutually owned and subject to certain limitations on the components of compensation. The Company
did not have available equity compensation and the components of cash compensation were restricted
by Northfield Banks state banking regulator. Prior to Northfield Bank converting to a
federally-chartered savings bank in November 2007, cash incentive compensation was limited to 25%
of base salary for bank employees who also served on the Board of Directors. The Companys Chief
Executive Officer was subject to this limitation. The Compensation Committee sought to align the
cash incentive award plan for Named Executive Officers and worked within this limitation for all
other Named Executive Officers in 2007.
Assembling the Components of 2007 Compensation. The Compensation Committee analyzes the level
and relative mix of each of the principal components (base salary and annual cash incentives) of
the compensation program for Named Executive Officers. The Chief Executive Officer also makes
recommendations to the Committee relating to compensation to be paid to the Named Executive
Officers other than himself. Based on this analysis, the Compensation Committee approves and the
full Board of Directors ratifies each Named Executive Officers compensation.
The Compensation Committee seeks to create what it believes is an appropriate mix of base
salary and short-term annual cash incentives in delivering the Named Executive Officers total cash
compensation. These components are evaluated in relation to benchmark data derived from
information reported in publicly-available proxy statements and from market survey data.
Base salary is designed to provide a reasonable level of predictable income commensurate with
market standards of the position held adjusted for specific job responsibilities assigned,
individual experience, and demonstrated performance. Named Executive Officers are eligible for
periodic adjustments in their base salary as a result of individual performance or significant
changes in their duties and responsibilities. The Compensation Committee annually reviews and
approves any base salary changes for Named Executive Officers, including our Chief Executive
Officer.
In the fourth quarter of 2006, the Compensation Committee evaluated the total cash
compensation of our Chief Executive Officer and other Named Executive Officers. The Compensation
Committee reviewed peer proxy and survey data provided by Mercer Human Resource Consulting LLC and
formulated a recommendation for the base salary for each Named Executive Officers compensation in
relation to that information. For 2007, the total cash compensation for the Named Executive
Officers was targeted using approximately the 65th percentile of the peer proxy and
survey data. This target was established based on the recent financial performance of Northfield
Bank, each Named Executive Officers estimated value in the marketplace, and the Committees view
of each Named Executive Officers critical role in the future success of the Company. Deviations
from the 65th percentile target are reflective of an executives experience and specific
responsibilities in our organization. No adjustments were made from the 65th percentile
total cash compensation targets for Mr. Alexander, Mr. Klein, Mr. Doherty, and Ms. Frank. Mr.
Widmers total targeted cash compensation was increased by approximately 15% from the
65th percentile target in consideration of his role and responsibilities in the Company.
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In the second quarter of 2006, the Compensation Committee selected the following companies for
use in benchmarking Mr. Alexanders (and the other Named Executive Officers) 2007 compensation
package:
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Capital Crossing Bank
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Provident New York Bancorp |
Center Bancorp, Inc.
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State Bancorp, Inc. |
Century Bancorp, Inc.
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Sterling Financial Corporation |
Dime Community Bancshares, Inc.
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Suffolk Bancorp |
Flushing Financial Corporation
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The First of Long Island Corporation |
Intervest Bancshares Corporation
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TrustCo Bank Corp NY |
OceanFirst Financial Corp, Inc.
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Westfield Financial, Inc. |
PennFed Financial Services, Inc. |
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The companies in this group are all in the financial services industry. They were selected
primarily on the basis of asset size, geography, and product and service offerings. Compensation
information for companies included in the proxy peer group was obtained by Mercer Human Resource
Consulting LLC by reviewing publicly available proxy statements and other relevant filings made
with securities regulatory authorities.
Based upon the peer proxy and survey data, the Compensation Committee targeted 2007 total cash
compensation for Mr. Alexander, Mr. Klein, Mr. Doherty, Mr. Widmer and Ms. Frank at $900,000,
$360,000, $336,000, $264,000, and $204,000, respectively. The Compensation Committee then
evaluated the mix of total cash compensation between base salary and incentive compensation. As a
mutual organization competing against public companies for executive talent, and working within the
25% maximum limitation established on incentive cash compensation as a percentage of base salary,
the Compensation Committee placed greater focus on base salary to motivate and retain executive
talent. For 2007, the Compensation Committee set the cash incentive compensation target at 20% of
base salary for each Named Executive Officer.
Based upon the 20% incentive cash compensation target, the Compensation Committee established
the 2007 base salaries of Mr. Alexander, Mr. Klein, Mr. Doherty, Mr. Widmer, and Ms. Frank at
$750,000, $300,000, $280,000, $220,000, and $170,000, respectively. The 2007 base salaries
represented a percentage increase of 11%, 45%, 32%, 25%, and 9%, respectively, from the 2006 base
salary levels. The percentage increases in 2007 base salaries were primarily a function of the
Companys adjustment to current market cash compensation levels based upon peer proxy and survey
data, and the limitation of the percentage of total cash compensation that could be in the form of
incentive compensation.
The process of assembling target total cash compensation packages for the Named Executive
Officers is forward-looking in nature. The at-risk annual incentive cash award component is based
on the expectation that target levels of performance will be achieved over the following year.
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 initial targeted level. Annual incentive cash awards granted in prior years are not
taken into account by the Compensation Committee in the process of setting incentive compensation
targets for the current year. The Committee believes that doing so would be inconsistent with the
underlying reasons for the use of at-risk compensation. If current-year awards were increased to
make up for below-target performance in prior years or decreased to account for above-target
performance in prior years, the Committee would be diluting or eliminating the link between
performance and reward.
The Compensation Committee considers, but does not give undue weight to, the tax treatment of
each component of compensation. Under Section 162(m) of the Internal Revenue Code, annual
compensation paid to a Named Executive Officer is not deductible if it exceeds $1 million unless it
qualifies as performance-based compensation as defined in the Internal Revenue Code and related
tax regulations. Base salary is not a form of performance-based compensation. Many fringe
benefits and perquisites also do not qualify as performance-based compensation. Annual incentive
cash awards may qualify as a form of performance-based compensation under the income tax
regulations. In 2007 and for prior years, as a mutual organization, we have not been subject to
tax deduction limitations under Section 162(m).
In the second quarter of 2007, in connection with the adoption of the Companys stock issuance
plan, the Compensation Committee engaged Pearl Meyer & Partners to assist it in evaluating its
executive compensation
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program. Based upon this evaluation, which included a review of updated peer proxy and survey
data provided by Pearl Meyer & Partners, the Compensation Committee recommended to the Board of
Directors that our current compensation program and related base salary compensation levels remain
unchanged for all Named Executive Officers until equity benefit plans, other than the Employee
Stock Ownership Plan, are evaluated.
The Compensation Committee also reviewed the 2007 cash incentive compensation targets
previously established in 2006, and reduced the targeted cash incentive award from 20% of base
salary to 10% of base salary, for each Named Executive Officer. The target was reduced based upon
current proxy and survey data, the Compensation Committees objective of managing total cash
compensation, and the recognition of potential future equity awards. Of the total targeted 10%
cash incentive award, 70% (i.e., 7% of base salary) was a base award which would be earned based
upon the achievement of a Company-wide performance measure. In consideration of the Companys
stock offering and the effort and time necessary to effectively deploy the Companys capital, the
Compensation Committee established the achievement of at least 90% of budgeted net income, as
approved by the Board of Directors, as the Company-wide performance measure for determining payment
of the base award.
For purposes of the individual awards, each Named Executive Officer, including the Chief
Executive Officer, was also evaluated on several individual performance measures set by the
Compensation Committee that relate to the strategic business objectives of the Company. The degree
to which a Named Executive Officer satisfied these individualized measures was taken into account
in determining the amount to be paid out to that executive as an individual award. The remaining
30% of the total targeted 10% cash award (i.e., 3% of base salary) was established as an
individual award target for 2007 for each Named Executive Officer.
For purposes of the individual awards, the primary goals for Mr. Alexander and the other
Named Executive Officers were: successful removal of the regulatory agreement entered into with the
Federal Deposit Insurance Corporation and the New York State Banking Department; successful
completion of the stock issuance plan; and formalization of a strategic business plan. The degree
to which Mr. Alexander and the other Named Executive Officers satisfied these individualized
measures was taken into account in determining the amount to be paid out as their individual
award.
After the conclusion of the year, actual performance was evaluated against the Company-wide
performance measure. The results of that comparison were used to calculate the amount of base
award earned. The Chief Executive Officer may suggest that the Committee consider adjustments to
reported earnings that are designed to eliminate the effects of extraordinary or unusual events.
Some events for which these kinds of adjustments are made do recur from time to time, but are
nevertheless considered to be extraneous to the conduct of normal day-to-day banking business.
In February 2008, the Compensation Committee evaluated achievement of the base award
criteria of net income of at least 90% of budgeted net income, as approved by the Board of
Directors. The Compensation Committee eliminated the effect of the initial public offering on the
reported financial results and certain income tax items, primarily related to the completion of a
tax audit by the state of New York. Based on the Companys 2007 performance, the specified
performance target measure was achieved and the Compensation Committee determined that the base
award was earned by Mr. Alexander and the other Named Executive Officers.
Mr. Alexanders attainment of his individual goals and the other Named Executive Officers
attainment of their individual goals was evaluated by the Compensation Committee in its annual
evaluation of each Named Executive Officers performance, and in February 2008, the Compensation
Committee concluded that Mr. Alexander and the other Named Executive Officers had substantially
achieved each of their individual performance goals and determined that the full individual award
was earned by Mr. Alexander and each of the other Named Executive Officers.
All Compensation Committee actions taken with respect to Mr. Alexanders and the other Named
Executive Officers compensation are reviewed and ratified by the full Board of Directors. The
Committees recommendations regarding Mr. Alexanders and each of the other Named Executive
Officers 2007 base salary were approved by the full Board of Directors in December 2006. The
Committees approval of the annual incentive cash awards for Mr. Alexander and each of the other
Named Executive Officers was ratified by the full Board of Directors in February 2008.
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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 2007:
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a defined contribution 401(k) retirement plan and discretionary profit-sharing plan; |
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an employee stock ownership plan; |
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medical coverage (all employees share between 20% to 30% of the cost, depending on
their elections); |
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pre-tax health and dependent care spending accounts; and |
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group life insurance coverage (death benefit capped at $750,000, with the value of
the death benefit over $50,000 being reported as taxable income to all employees). |
Upon completion of the initial public offering on November 7, 2007, the Northfield Bank
Employee Stock Ownership Plan (the ESOP) was established effective January 1, 2007. The ESOP
allocates a certain number of shares of the Companys common stock on an annual basis which are
allocated among plan participants on the basis of eligible compensation in the year of allocation,
subject to Internal Revenue Code limitations. All eligible employees, including Named Executive
Officers, participate in the plan and received an allocation of common stock for 2007.
As a newly public company, we are not permitted by our primary federal regulator (the Office
of Thrift Supervision) to implement any other stock compensation plans earlier than six-months
after completion of our initial public offering.
In addition to the broad-based benefits described above, the specifically Named Executive
Officers received the following fringe benefits and perquisites in 2007:
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all Named Executive Officers may participate in a non-qualified deferred
compensation plan. The plan provides restoration benefits capped under Northfield
Banks broad-based benefits due to Internal Revenue Service salary limitations or
limitations due to participation requirements under tax-qualified plans. The plan also
permits elective salary and cash incentive award deferrals; |
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Messrs. Klein, Doherty, and Widmer received a monthly automobile allowance of $660; |
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all Named Executive Officers pay for and are provided with reimbursement for
long-term disability insurance coverage; |
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Messrs. Alexander, Klein, Doherty, and Widmer are reimbursed for appropriate spousal
expenses for attendance at business events; and |
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Messrs. Alexander, Klein, Doherty, and Widmer are provided a cellular phone
allowance of $60 per month for business usage. |
The Company incurs the expense of one country club membership and related expenses for Mr.
Alexander. Mr. Alexander reimburses Northfield Bank for personal expenses pertaining to club
usage. In lieu of a monthly automobile allowance, Mr. Alexander receives use of an automobile
(including all operating expenses) leased by Northfield Bank for business and personal use.
Personal use of the automobile is reported as taxable income to Mr. Alexander. In addition,
Northfield Bank pays an annual premium on a whole-life insurance policy for the benefit of Mr.
Alexander.
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The Compensation Committee reviews the other components of executive compensation (broad-based
benefits and executive 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 Compensation 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 Officers 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.
In addition to the components of executive compensation described above, Messrs. Alexander,
Klein Doherty, and Widmer are each parties to employment agreements 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 executive employment agreements are designed to give the Company the ability to retain the
services of the designated executives while reducing, to the extent possible, unnecessary
disruptions to Northfield Banks operations. In addition, the Compensation Committee believes that
the employment agreements better align the interests of the executive with those of our
stockholders. The Compensation Committee believes that these agreements allow executives to more
objectively evaluate opportunities for stockholders without causing undue personal financial
conflicts.
The Compensation Committee reviewed prevailing market practices, consulted with its
independent compensation consultant on the competitiveness and reasonableness of the terms of the
agreements, and negotiated the agreements with the assistance of outside counsel. The Compensation
Committee believes such agreements are common and necessary to retain executive talent.
The agreements are for a three-year period, are reviewed for renewal annually by the
Compensation Committee of the Board of Directors, and provide for salary and incentive cash
compensation payments, as well as additional post-employment benefits, primarily health benefits,
under certain conditions, as defined in the employment agreements. See Employment Agreements for
further discussion.
Exceptions to Usual Procedures. The Compensation Committee may recommend to the full 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 Compensation Committee did not make any such recommendation
related to our Named Executive Officers for 2007.
The Committee will make off-cycle compensation decisions and recommendations whenever a
current employee is promoted to executive officer status, 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.
Committee Actions During 2007 Affecting 2008 Compensation. In the second quarter of 2007, the
Compensation Committee made a determination that our Named Executive Officers base salaries will
remain unchanged in 2008, based upon their current role and responsibilities, until equity benefit
plans (other than the ESOP) are evaluated. The Compensation Committee made this determination
based upon consideration of currently available proxy and survey data provided by Pearl Meyers &
Partners and the opportunity to review our current compensation components to better align the
interests of management with those of stockholders, given the elements of compensation that may be
available in the future. In addition, in consideration of Northfield Banks conversion to an
Office of Thrift Supervision charter, and the elimination of the state banking regulatory
limitation of cash incentive compensation for our Chief Executive Officer, the Compensation
Committee reduced Mr. Alexanders base salary to its 2006 level of $676,000. Mr. Alexander agreed
to this revision and his employment agreement was modified accordingly in January 2008. In
December of 2007, the Compensation Committee approved a 2008 cash incentive compensation plan, with
a similar structure to our 2007 cash incentive compensation plan. The plan
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contains similar terms and conditions as our prior year plan with a base award that can be earned
based upon the Company achieving at least 90% of Board approved budgeted net income before income
taxes, and individual awards that are based on the achievement of goals aligned with the
Companys strategic objectives.
Compensation Tables
Summary Compensation Table. The following table sets forth for the years ended December 31,
2007, and 2006, certain information as to the total remuneration we paid to Mr. Alexander, who
serves as Chairman of the Board, President and Chief Executive Officer, Mr. Klein, who serves as
Executive Vice President and Chief Financial Officer, and the three most highly compensated
executive officers of Northfield Bancorp, Inc. or Northfield Bank other than Messrs. Alexander and
Klein. The Stock awards, Option awards, and Change in Pension Value and Nonqualified Deferred
Compensation Earnings columns have been omitted from the Summary Compensation Table because no
listed individual earned any compensation during the years ended December 31, 2007 or 2006 of a
type required to be disclosed in those columns.
Summary Compensation Table
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|
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|
|
Non-equity |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
incentive plan |
|
All other |
|
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|
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|
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|
|
|
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|
|
|
compensation |
|
compensation |
|
|
Name and principal position |
|
Year |
|
Salary ($) |
|
Bonus ($) |
|
($) |
|
($)(1) |
|
Total ($) |
John W. Alexander, Chairman of the |
|
|
2007 |
|
|
|
750,000 |
|
|
|
|
|
|
|
75,000 |
|
|
|
165,896 |
|
|
|
990,896 |
|
Board, President and Chief Executive
Officer |
|
|
2006 |
|
|
|
676,000 |
|
|
|
|
|
|
|
169,000 |
|
|
|
120,212 |
|
|
|
965,212 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Steven M. Klein, Executive Vice |
|
|
2007 |
|
|
|
300,000 |
|
|
|
|
|
|
|
30,000 |
|
|
|
54,620 |
|
|
|
384,620 |
|
President and Chief Financial Officer |
|
|
2006 |
|
|
|
206,700 |
|
|
|
20,670 |
|
|
|
72,345 |
|
|
|
28,388 |
|
|
|
328,103 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Kenneth J. Doherty, Executive Vice |
|
|
2007 |
|
|
|
280,000 |
|
|
|
|
|
|
|
28,000 |
|
|
|
52,276 |
|
|
|
360,276 |
|
President and Chief Lending Officer |
|
|
2006 |
|
|
|
212,000 |
|
|
|
|
|
|
|
69,960 |
|
|
|
29,550 |
|
|
|
311,510 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Michael J. Widmer, Executive Vice |
|
|
2007 |
|
|
|
220,000 |
|
|
|
|
|
|
|
22,000 |
|
|
|
43,642 |
|
|
|
285,642 |
|
President, Operations |
|
|
2006 |
|
|
|
176,200 |
|
|
|
100,000 |
(2) |
|
|
137,670 |
(2) |
|
|
27,749 |
|
|
|
441,619 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Madeline G. Frank, Senior Vice |
|
|
2007 |
|
|
|
170,000 |
|
|
|
|
|
|
|
17,000 |
|
|
|
27,824 |
|
|
|
214,824 |
|
President and Corporate Secretary |
|
|
2006 |
|
|
|
156,000 |
|
|
|
|
|
|
|
39,000 |
|
|
|
16,181 |
|
|
|
211,181 |
|
|
|
|
(1) |
|
The individuals listed in this table participate in certain medical and dental coverage
plans, not disclosed in the Summary Compensation Table, that are generally available to
salaried employees and do not discriminate in scope, terms and operation. The amount shown
for each individual for the year ended December 31, 2007 includes our direct out-of-pocket
costs (reduced for Mr. Alexander, in the case of the figures shown for automobiles, by the
amount that we would otherwise have paid in cash reimbursements during the year for business
use) for the following items: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Mr. Alexander |
|
|
Mr. Klein |
|
|
Mr. Doherty |
|
|
Mr. Widmer |
|
|
Ms. Frank |
|
Employer contributions to qualified and
non-qualified deferred compensation plans
(including 401(k), ESOP and non-qualified
deferred compensation plans)
|
|
$ |
106,965 |
|
|
$ |
42,117 |
|
|
$ |
39,655 |
|
|
$ |
32,770 |
|
|
$ |
25,305 |
|
Life insurance premiums |
|
|
38,900 |
|
|
|
1,786 |
|
|
|
2,748 |
|
|
|
1,522 |
|
|
|
2,022 |
|
Long-term disability |
|
|
2,419 |
|
|
|
968 |
|
|
|
903 |
|
|
|
710 |
|
|
|
497 |
|
Automobile |
|
|
5,932 |
|
|
|
7,920 |
|
|
|
7,920 |
|
|
|
7,920 |
|
|
|
|
|
Club dues |
|
|
9,625 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Travel expense for
spouse to accompany on
business travel |
|
|
1,335 |
|
|
|
1,109 |
|
|
|
330 |
|
|
|
|
|
|
|
|
|
Cell phone reimbursement |
|
|
720 |
|
|
|
720 |
|
|
|
720 |
|
|
|
720 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
$ |
165,896 |
|
|
$ |
54,620 |
|
|
$ |
52,276 |
|
|
$ |
43,642 |
|
|
$ |
27,824 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(2) |
|
Mr. Widmer and Northfield Bank entered into an employment agreement on December 31, 2002 in
connection with Northfield Bancorp, Inc.s acquisition of Liberty Bancorp, Inc. and Liberty
Bank. The agreement expired on December 31, 2006. The agreement provided for a fixed bonus
of $100,000 for the year ended December 31, 2006 and a performance bonus of $76,000 for the
year ended December 31, 2006, if the return on average assets of the acquired assets of
Liberty Bancorp, Inc., as defined in the agreement, was equal to or exceeded 0.50% in 2006.
The performance target was reviewed by the Chief Executive Officer in January 2007 and it was
determined that the performance target was achieved. Payment of $176,000 was made in January
2007. Bonus payments made to Mr. Widmer under his 2002 employment agreement did not affect
his ability to earn either a base award or individual award under our 2006 cash incentive
plan. |
16
Plan-Based Awards. As further discussed in Compensation Discussion and
AnalysisAssembling the Components of 2007 Compensation, the Company maintained a plan-based cash
incentive award program for its Named Executive Officers for the year ended December 31, 2007. The
Company currently has no plan-based equity incentive award programs and therefore Outstanding
Equity Awards at Fiscal Year-End and Option Exercises and Stock Vested tables are not presented.
The following table sets forth for the year ended December 31, 2007 certain information as to
grants of plan-based cash awards.
Grants Of Plan-Based Awards For The Year Ended December 31, 2007
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Estimated future payouts under non-equity incentive |
|
|
|
|
|
|
plan awards |
Name |
|
Grant date |
|
Threshold ($) |
|
Target ($) |
|
Maximum ($) |
John W. Alexander |
|
|
9/20/07 |
|
|
|
|
|
|
|
75,000 |
|
|
|
75,000 |
|
Steven M. Klein |
|
|
9/20/07 |
|
|
|
|
|
|
|
30,000 |
|
|
|
30,000 |
|
Kenneth J. Doherty |
|
|
9/20/07 |
|
|
|
|
|
|
|
28,000 |
|
|
|
28,000 |
|
Michael J. Widmer |
|
|
9/20/07 |
|
|
|
|
|
|
|
22,000 |
|
|
|
22,000 |
|
Madeline G. Frank |
|
|
9/20/07 |
|
|
|
|
|
|
|
17,000 |
|
|
|
17,000 |
|
Nonqualified Deferred Compensation. The following table sets forth certain information with
respect to our nonqualified deferred compensation plans at and for the year ended December 31,
2007.
Nonqualified Deferred Compensation At And For The Year Ended December 31, 2007
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Executive |
|
Registrant |
|
|
|
|
|
|
|
|
contributions in |
|
contributions in |
|
Aggregate |
|
Aggregate |
|
Aggregate balance |
|
|
last fiscal year ($) |
|
last fiscal year ($) |
|
earnings in last |
|
withdrawals/ |
|
at last fiscal year |
Name |
|
(1) |
|
(1) |
|
fiscal year ($) (2) |
|
distributions ($) |
|
end ($) (3) |
John W. Alexander |
|
|
150,000 |
|
|
|
72,911 |
|
|
|
201,251 |
|
|
|
|
|
|
|
1,543,569 |
|
Steven M. Klein |
|
|
34,500 |
|
|
|
12,913 |
|
|
|
6,188 |
|
|
|
|
|
|
|
106,863 |
|
Kenneth J. Doherty |
|
|
26,000 |
|
|
|
6,325 |
|
|
|
17,741 |
|
|
|
|
|
|
|
145,884 |
|
Michael J. Widmer |
|
|
|
|
|
|
339 |
|
|
|
6,359 |
|
|
|
|
|
|
|
55,768 |
|
Madeline G. Frank |
|
|
5,950 |
|
|
|
|
|
|
|
2,276 |
|
|
|
|
|
|
|
70,854 |
|
|
|
|
(1) |
|
Contributions included in the Executive contributions in last fiscal year and the
Registrant contributions in last fiscal year columns are included as compensation for the
listed individuals in the Summary Compensation Table. |
|
(2) |
|
Amounts included in the Aggregate earnings in last fiscal year are not included as
compensation for the listed individuals in the Summary Compensation Table as such earnings are
not preferential or above market. |
|
(3) |
|
Amounts included in the Aggregate balance at last fiscal year end previously were reported
as compensation for the listed individuals except to the extent that such balances reflect
earnings that were not preferential or above market. |
Northfield Bank maintains a non-qualified deferred compensation plan to provide for the
elective deferral of non-employee director fees by members of the participating Board of Directors,
and the elective deferral of compensation and/or performance-based compensation payable to eligible
employees of Northfield Bancorp, MHC and Northfield Bank. A designated amount of director fees,
compensation and/or performance based compensation may be deferred until one of the specified
events in the plan occurs, which permits all or part of the monies so deferred, together with
earnings, to be distributed to participants or their beneficiaries. In addition, the plan provides
eligible employees of Northfield Bank with supplemental retirement income from Northfield Bank when
such amounts are not payable under the benefit and/or contribution formulas of the Retirement Plan
of Northfield Bank in RSGroup Trust Company trust (the Retirement Plan) and/or the Northfield
Bank 401(k) Savings Plan in RSGroup
17
Trust Company trust (the 401(k) Savings Plan), due to reductions and other limitations
imposed under the Internal Revenue Code.
Members of the Board of Trustees of Northfield Bancorp, MHC, the Boards of Directors of
Northfield Bancorp, Inc. or Northfield Bank, and certain employees are eligible to participate in
the plan. Eligible trustees, directors or employees become participants upon agreeing in a written
enrollment agreement to defer any portion of their trustee fees, director fees, compensation,
and/or performance-based compensation. Each participant may request that his or her deferred
compensation account be adjusted for gains and losses as if invested in any of the investment
options deemed available by Northfield Bancorp, MHC or Northfield Bank, in their sole discretion,
or alternatively, in any combination of then-available investment options. A participant may
request a change to his or her investment allocation deemed available under the plan up to two
times per year. In the event any participant fails to direct the investment of his or her deferred
compensation account, or to the extent the employer chooses not to honor the participants request,
the deferred compensation account will be deemed to bear interest at the rate prevailing for
30-year United States Treasury Bonds.
With respect to amounts of deferred trustee or director fees, deferred compensation or
performance-based compensation, distributions will be made under the plan in the event of the
participants retirement, death, termination due to disability, separation from service prior to
the participants retirement date, upon the establishment of an unforeseeable emergency, upon a
change in control, or upon the attainment of a specific date of distribution, in a single lump sum
or in up to 15 annual installment payments, as designated by the participant in his or her
enrollment agreement. In the case of an unforeseeable emergency, the amounts distributed will not
exceed the amounts necessary to satisfy the emergency plus an amount necessary to pay any taxes
owed on the distribution. In the event the participant fails to designate a payment schedule on
his enrollment agreement or if the entire balance credited to the participants account is less
than $10,000, payment will be made in a single lump sum. In the event a participant dies before
receiving the full amount of his benefit, the remaining amounts will be paid to the participants
designated beneficiary according to the participants form of election or, if no designated
beneficiary at the time of the participants death, to the participants estate in a single lump
sum. Distributions to certain specified employees on account of their separation from service
may be delayed for six months if necessary to comply with Internal Revenue Code Section 409A.
The non-qualified deferred compensation plan also provides an additional supplemental
retirement income benefit that augments the benefits paid to one former employee under the defined
benefit plan of Northfield Bank that was previously terminated. The former employees
beneficiaries are receiving benefits under this portion of the plan. No present employee and no
individual listed in the Summary Compensation Table have an accrued benefit under this portion of
the non-qualified deferred compensation plan.
In addition, the non-qualified deferred compensation plan provides for benefits which
supplement those paid under the 401(k) Savings Plan in the event of normal, early or postponed
retirement, death or termination of service. Such benefits will be equal to the sum of: (i) the
maximum amount of employer matching contributions provided to a participant each calendar year,
assuming a participants maximum contributions, reduced by the amount of employer matching
contributions made for the participant under the 401(k) Savings Plan for such year, adjusted by
gains and losses; (ii) commencing January 1, 2000, the amount of employer matching contributions
not credited to a participants 401(k) Savings Plan account as a result of an employer error,
adjusted by gains and losses, if any; and (iii) the maximum amount of discretionary employer
contributions that would be provided to a participant under the 401(k) Savings Plan, assuming an
allocation without taking into account the limitations imposed by the Internal Revenue Code,
reduced by the amount of discretionary employer contributions actually made to a participant under
the 401(k) Savings Plan for each such year, adjusted by gains and losses, if any. Benefits will be
equal to the value of all amounts credited to the participants deferral credit account, and will
be payable in accordance with the participants enrollment agreement for deferral of compensation.
In the event of a participants death, a single lump sum survivors benefit will be paid to the
participants designated beneficiary, provided, however, if the beneficiary is the participants
surviving spouse, such benefit may be paid in an alternative form if elected by the participant.
The non-qualified deferred compensation plan is considered an unfunded plan for tax and
Employee Retirement Income Security Act purposes. All obligations owing under the plan are payable
from the general assets
18
of Northfield Bank and Northfield Bancorp, MHC, and are subject to the claims of Northfield Banks
or Northfield Bancorp, MHCs creditors.
Short- and Long-Term Disability
Named Executive Officers and certain other members of senior management at Northfield Bank
will be paid their full salary for the duration of any period of short-term disability, up to 26
weeks. Senior management receives this benefit in lieu of the ability to bank paid time off for
future use, which is only available to employees of Northfield Bank who are not senior management.
With respect to long-term disability, senior management employees are required to purchase
long-term disability coverage and Northfield Bank provides such persons a bonus payment in
recognition of their payment of such coverage. The amount of the bonus is in the sole discretion
of Northfield Bank.
Life Insurance Coverage
Employees of Northfield Bank receive life insurance coverage of up to three times salary, if
hired before January 1, 2003, and up to two times salary, if hired on or after January 1, 2003.
Such life insurance coverage is generally capped at $500,000. However, in the case of senior
management, such life insurance coverage is capped at $750,000.
401(k) Savings Plan
Northfield Bank maintains the 401(k) Savings Plan, which is a tax-qualified defined
contribution plan with a salary deferral feature under Section 401(k) of the Internal Revenue Code.
Salaried employees, who have completed at least one year of eligibility service, as defined in the
plan, are eligible to participate in the plan. Employees who are paid on an hourly basis,
employees who are paid exclusively on a commission basis, leased employees or employees covered by
a collective bargaining agreement are not eligible to participate in the 401(k) Savings Plan.
Eligible employees may contribute from 2% to 15% of their base salary to the 401(k) Savings Plan
on a pre-tax basis each year, subject to the limitations of the Internal Revenue Code (for 2007,
the limit was $15,500, exclusive of any catch-up contributions). Employees who have been making
before-tax contributions for less than 36 months will receive an employer matching contribution
equal to 25% of their before-tax contributions, up to the first 6% of their base salary
contributed. Employees who have participated for 36 or more months will receive an employer
matching contribution equal to 50% of their contribution, up to the first 6% of their base salary
contributed. In addition, we may make discretionary employer contributions on behalf of eligible
employees.
Prior to July 1, 2007, the employer matching contribution for employees with less than 36
months of participation was 50% of their before-tax contributions, up to the first 6% of their base
salary contributed. For those who have participated for 36 or more months the employer matching
contribution was equal to 100% of their contribution, up to the first 6% of their base salary
contributed.
In connection with the adoption of the Companys stock issuance plan, the 401(k) Savings Plan
was amended to permit employees to acquire stock of Northfield Bancorp, Inc. with their account
balances.
Employee Stock Ownership Plan and Trust
We implemented an ESOP in connection with our initial stock offering. As part of the stock
offering, the ESOP trust borrowed funds from Northfield Bancorp, Inc. and used those funds to
purchase 1,756,279 shares of common stock of Northfield Bancorp, Inc. The collateral for the loan
is the common stock purchased by the ESOP. The loan will be repaid principally from discretionary
contributions made by Northfield Bank to the ESOP over a period of up to 30 years. The loan
documents provide that the loan may be repaid over a shorter period, without penalty for
prepayments. The interest rate on the loan equals the prime interest rate as of closing of the
stock offering, and adjusts annually at the beginning of each calendar year. Shares purchased by
the ESOP are held in a suspense account for allocation among participants as the loan is repaid.
Shares released from the suspense account are allocated among ESOP participants on the basis
of compensation in the year of allocation, subject to Internal Revenue Code limitations. Benefits
under the plan vest at
19
the rate of 20% per year of credited service beginning in the second year of credited service
so that a participant with six years of credited service will become fully vested. Credit is given
for vesting purposes to participants for years of service with Northfield Bank prior to the
adoption of the plan. Credit is also given to those employees who were employed at Liberty Bank at
the time of its acquisition by Northfield Bank for their years of service at Liberty Bank. A
participants interest in his account under the plan fully vests in the event of termination of
service due to a participants normal retirement, death, disability, or upon a change in control
(as defined in the plan). Vested benefits will be payable generally in the form of common stock,
or to the extent participants accounts contain cash, benefits will be paid in cash. Northfield
Banks contributions to the ESOP are discretionary, subject to the loan terms and tax law limits.
Therefore, benefits payable under the employee stock ownership plan cannot be estimated. We are
required to record compensation expense each year in an amount equal to the fair market value of
the shares released from the suspense account. In the event of a change in control, the ESOP will
terminate.
Supplemental Employee Stock Ownership Plan
In connection with our initial stock offering, Northfield Bank established the Northfield Bank
Supplemental Employee Stock Ownership Plan (the Supplemental ESOP). The Supplemental ESOP is a
benefit restoration plan that provides additional cash benefits at retirement or other termination
of employment (or upon a change in control) to participants who are key employees, who are approved
by the Compensation Committee and whose benefits under the tax-qualified ESOP, described above, are
limited by tax law limitations applicable to tax-qualified plans. Messrs. Alexander, Klein, and
Doherty are the current participants in this plan. The Supplemental ESOP credits each participant
who also participates in the tax-qualified ESOP with an annual amount equal to the sum of the
difference (expressed in dollars) between (a) the number of shares of common stock of Northfield
Bancorp, Inc. that would have been allocated to the participants account in the employee stock
ownership plan, but for the tax law limitations, plus earnings thereon, and (b) the actual number
of shares allocated to the participants account in the employee stock ownership plan plus earnings
thereon. In each case, the number of shares will be multiplied by the fair market value of the
shares on the allocation date to determine the annual allocation amount. Each participant is
permitted to make investment recommendations for the annual amount credited to his or her account
among a broadly diversified group of mutual funds selected for investment by a committee appointed
by Northfield Banks Board of Directors to administer the Supplemental ESOP. Northfield Bank has
established a rabbi trust to hold assets attributable to the Supplemental ESOP to informally fund
its benefit obligation. Northfield Bank, at its discretion, may account for the Supplemental ESOP
solely as bookkeeping entries. Whether or not a rabbi trust is established, the participants
account value is based on the value of the investments in which the participant invests, or is
deemed to invest, his account. Benefits distributed to participants from the Supplemental ESOP
will be payable, in cash, in a lump sum upon the death of the participant, the participants
separation from service or disability (as those terms are defined in the Supplemental ESOP), or
upon the occurrence of a change in control (as that term is defined in the Supplemental ESOP) of
Northfield Bank or Northfield Bancorp, Inc.
Pension Benefits
None of the individuals listed in the Summary Compensation Table had accumulated pension
benefits either at or during the year ended December 31, 2007.
Employment Agreements
Northfield Bank has entered into substantially similar employment agreements with each of
Messrs. Alexander, Klein, Doherty, and Widmer. The employment agreements with Messrs. Alexander
and Widmer are dated as of January 3, 2008. The original employment agreements with Messrs. Klein
and Doherty are dated as of July 1, 2006, and have been subsequently renewed in accordance with the
terms of the agreements. Northfield Bancorp, Inc. (formerly Northfield Holdings Corp.) is a
signatory to each of the agreements for the sole purpose of guaranteeing payments thereunder. Each
of these agreements has an initial term of three years. Each year, on the anniversary date of
these agreements, the employment agreements renew for an additional year so that the remaining term
will be three years unless notice of nonrenewal is provided to the executive prior to such
anniversary date. The Compensation Committee of the Board of Directors conducts an annual
performance evaluation of each executive for purposes of determining whether to renew the
employment agreement. The Compensation Committee also evaluates the terms and conditions of the
agreements prior to renewal, in consultation with an independent third
20
party compensation consultant, to determine that such terms and conditions are competitive
with the market for the designated positions.
Base salaries for Messrs. Alexander, Klein, Doherty, and Widmer on December 31, 2007 were
$750,000, $300,000, $280,000, and $220,000, respectively. In addition to the base salary, each
agreement provides for, among other things, participation in cash incentive programs and other
employee retirement benefit and fringe benefit plans applicable to executive employees. Northfield
Bank also will pay or reimburse each executive for all reasonable business expenses incurred by the
executive in the performance of his obligations. In addition, Northfield Bank will provide Mr.
Alexander with a life insurance policy, pay or reimburse Mr. Alexander for the annual dues
associated with his membership in a country club, and pay directly or reimburse Mr. Alexander for
the expense of leasing an automobile and reasonable expenses associated with the use of such
automobile. Each employment agreement may be terminated for cause at any time, in which event the
executive would have no right to receive compensation or other benefits under the employment
agreement for any period after termination.
Certain events resulting in the executives termination or resignation entitle the executive
to payments of severance benefits following termination of employment. In the event the
executives employment is terminated for reasons other than just cause (as defined below),
disability (as defined below), or death, or in the event the executive resigns during the term of
the agreement following:
|
(i) |
|
the failure to elect or reelect or to appoint or reappoint the executive to his
executive position, and in the case of Mr. Alexander, the failure to nominate or
re-nominate him as a director of Northfield Bank or Northfield Bancorp, Inc.; |
|
|
(ii) |
|
a material change in the nature or scope of the executives authority that
would cause the executives position to become one of lesser importance; |
|
|
(iii) |
|
a relocation of the executives principal place of employment by more than 30
miles from designated areas; |
|
|
(iv) |
|
a material reduction in the benefits and perquisites of executive, other than a
reduction in pay or benefits of all Northfield Bank employees; |
|
|
(v) |
|
the liquidation or dissolution of Northfield Bank or Northfield Bancorp, Inc.
that would affect the status of the executive; or |
|
|
(vi) |
|
a material breach of the employment agreement by Northfield Bank. |
In the event any of the items above occur, the executive would be entitled to a severance
payment equal to the sum of:
|
(a) |
|
the executives earned but unpaid salary as of the date of his termination of
employment; |
|
|
(b) |
|
the benefits to which he is entitled as a former employee under the employee
benefit plans maintained by Northfield Bank or Northfield Bancorp, Inc.; |
|
|
(c) |
|
the remaining payments the executive would have earned if he had continued his
employment with Northfield Bank for 36 months following his termination and had earned
a bonus and/or incentive award in each year equal to the average bonus and/or incentive
award earned over the three calendar years preceding the year in which the executives
employment is terminated; and |
|
|
(d) |
|
the annual contributions or payments that would have been made on the
executives behalf to any employee benefit plans as if the executive had continued his
employment with Northfield Bank for 36 months following his termination of employment,
based on contributions or payments made (on an annualized basis) on his date of
termination. |
21
In the event the executive resigns in connection with or following a change in control (as
defined below), severance benefits would be similar to those described above, except for the
calculation of the bonus or incentive award which would be based on the highest annual bonus and/or
incentive award earned by him in any of the three calendar years preceding the year in which the
termination occurs. Payments will be made in a lump sum within 30 days after the date of
termination, or, in the event Section 409A of the Internal Revenue Code, applies, no later than the
first day of the seventh month following the date of termination. In addition, the executive and
his family would be entitled, at no expense to the executive, to the continuation of life, medical,
dental and disability coverage for 36 months following the date of termination.
Notwithstanding the foregoing, in the event payments to the executive would result in an
excess parachute payment as defined in Section 280G of the Internal Revenue Code, payments under
the employment agreements would be reduced in order to avoid such a result.
In the event Mr. Alexander becomes disabled, his obligation to perform services under the
employment agreement will terminate and he will receive the benefits provided under any disability
program sponsored by Northfield Bancorp, Inc. or Northfield Bank. To the extent disability
benefits for Mr. Alexander are less than his base salary on the effective date of his termination
of employment, and less than 66 2/3% of his base salary after the first year following termination,
he will receive a supplemental disability benefit equal to the difference between the benefits
provided under any disability program sponsored by Northfield Bancorp, Inc. or Northfield Bank and
his base salary for one year following the date of termination, and 66 2/3% of his base salary
after the first year following termination, until the earliest to occur of his death, recovery of
disability or the date he attains age 65. If disability payments to Mr. Alexander are not taxable
to him for federal income tax purposes, such amounts shall be tax adjusted assuming a combined
federal, state and city tax rate of 38%, for purposes of determining the reduction in payments
under the agreement, to reflect the tax-free nature of the disability payments. In addition, Mr.
Alexander and his dependents will continue to be covered, at no cost to them, under all benefit
plans, including retirement plans, life insurance plans and non-taxable medical and dental plans in
which they participated prior to the occurrence of his disability, until the earliest of his
recovery from disability or attaining age 65.
The employment agreements for Messrs. Klein, Doherty, and Widmer provide that in the event of
the executives disability, the executives obligation to perform services under the employment
agreement will terminate, and the executive will continue to receive his then current base salary
for one year. Such payment will be reduced by the amount of any short- or long-term disability
benefits payable under any disability program sponsored by Northfield Bancorp, Inc. or Northfield
Bank. If disability payments to Messrs. Klein, Doherty, or Widmer are not subject to federal
income tax, then amounts payable to the executives under the employment agreements shall be tax
adjusted in a manner similar to payments to Mr. Alexander. In addition, the executive and his
dependents will continue to be provided with certain medical, dental and other health benefits on
the same terms as those provided prior to the executives termination for a period of one year.
In the event of the executives death, the executives estate or beneficiaries will be paid
the executives base salary for one year and will receive continued medical, dental, and other
health benefits for one year on the same terms as those provided prior to the executives death.
Upon retirement at age 65 or such later date determined by the Board of Directors, the executive
will receive only those benefits to which he is entitled under any retirement plan of Northfield
Bank to which he is a party.
Upon termination of the executives employment other than in connection with a change in
control or for cause, the executive agrees not to compete with Northfield Bank for a period of two
years in any city, town or county in which the executives normal business office is located and
Northfield Bank has an office or has filed an application for regulatory approval to establish an
office.
Under each employment agreement Change in control means a change in control of a nature
that:
|
(i) |
|
would be required to be reported in response to Item 5.01 of the current report
on Form 8-K pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 (the
Exchange Act); or |
|
|
(ii) |
|
a change in control shall be deemed to have occurred at such times as: |
22
|
(a) |
|
any person (as the term is used in Sections 13(d) and 14(d)
of the Exchange Act), other than Northfield Bancorp, MHC, is or becomes the
beneficial owner (as defined in Rule 13d-3 under the Exchange Act), directly
or indirectly, of securities of Northfield Bancorp, Inc. representing 25% or
more of the combined voting power of Northfield Bancorp, Inc.s outstanding
securities except for any securities purchased by Northfield Banks ESOP or
ESOP trust; or |
|
|
(b) |
|
individuals who constitute the Board of Directors of Northfield
Bancorp, Inc. (the Incumbent Board) cease for any reason to constitute at
least a majority thereof, provided that any person becoming a director
subsequent to such date whose election was approved by a vote of at least a
majority of the directors shall be, for purposes of this clause (b), considered
as though he were a member of the Incumbent Board; or |
|
|
(c) |
|
a plan of reorganization, merger, consolidation, sale of all or
substantially all the assets of Northfield Bank or Northfield Bancorp, Inc. or
similar transaction in which Northfield Bank or Northfield Bancorp, Inc. is not
the surviving institution occurs; or |
|
|
(d) |
|
a proxy statement is distributed soliciting proxies from
stockholders of Northfield Bancorp, Inc., by someone other than the current
management of Northfield Bancorp, Inc., seeking stockholder approval of a plan
of reorganization, merger or consolidation of Northfield Bancorp, Inc. or
similar transaction with one or more corporations or financial institutions,
and as a result of such proxy solicitation, a plan of reorganization, merger,
consolidation or similar transaction involving Northfield Bancorp, Inc. is
approved by the requisite vote of Northfield Bancorp, Inc.s stockholders; or |
|
|
(e) |
|
a tender offer is made for 25% or more of the voting securities
of Northfield Bancorp, Inc. and the stockholders owning beneficially, or of
record, 25% or more of the outstanding securities of Northfield Bancorp, Inc.
have tendered or offered to sell their shares pursuant to such tender offer and
such tendered shares have been accepted by the tender offeror. |
A change in control shall not be deemed to have occurred in the event that:
|
(i) |
|
Northfield Bancorp, Inc. sells less than 50% of its outstanding common stock in
one or more stock offerings; or |
|
|
(ii) |
|
Northfield Bancorp, Inc. or Northfield Bancorp, MHC converts to stock form by
reorganizing into the stock holding company structure. |
The following definitions apply to Mr. Alexanders and Mr. Widmers employment agreements:
Termination for just cause shall mean:
|
(i) |
|
termination because of the executives personal dishonesty, incompetence,
willful misconduct, breach of fiduciary duty involving personal profit; |
|
|
(ii) |
|
material breach of Northfield Banks Code of Ethics, material violation
of the Sarbanes-Oxley Act requirements for officers of public companies that in the
reasonable opinion of the Chief Executive Officer of Northfield Bank or the Board
will likely cause substantial financial harm or substantial injury to the reputation
of Northfield Bank; |
|
|
(iii) |
|
willfully engaging in actions that in the reasonable opinion of the
Chief Executive Officer of Northfield Bank or the Board will likely cause
substantial financial harm or substantial injury to the business reputation of
Northfield Bank; |
|
|
(iv) |
|
intentional failure to perform stated duties; |
23
|
(v) |
|
willful violation of any law, rule or regulation (other than routine
traffic violations or similar offenses) or final cease-and-desist order, or material
breach of any provision of the contract. |
Disability shall be deemed to have occurred if:
|
(i) |
|
the executive is unable to engage in any substantial gainful activity by reason
of any medically determinable physical or mental impairment that can be expected to
result in death, or last for a continuous period of not less than 12 months; |
|
|
(ii) |
|
by reason of any medically determinable physical or mental impairment that can
be expected to result in death, or last for a continuous period of not less than 12
months, the executive is receiving income replacement benefits for a period of not less
than three months under an accident and health plan covering employees of Northfield
Bank; or |
|
|
(iii) |
|
the executive is determined to be totally disabled by the Social Security Administration. |
The following definitions apply to Mr. Kleins and Mr. Dohertys employment agreements:
Termination for just cause shall mean termination because of:
|
(i) |
|
the executives being convicted of a felony or any lesser criminal offense
involving moral turpitude; |
|
|
(ii) |
|
the willful commission by the executive of a criminal or other act that, in the
judgment of the board of directors, would likely cause substantial economic damage to
Northfield Bancorp, Inc. or Northfield Bank or substantial injury to the business
reputation of Northfield Bancorp, Inc. or Northfield Bank; |
|
|
(iii) |
|
the commission by the executive of any act of fraud in the performance of his
duties on behalf of Northfield Bancorp, Inc. or Northfield Bank or a material violation
of Northfield Bancorp Inc.s or Northfield Banks code of ethics; |
|
|
(iv) |
|
the continuing willful failure of the executive to perform his duties to
Northfield Bancorp, Inc. or Northfield Bank (other than any such failure resulting from
the executives incapacity due to physical or mental illness) after written notice
thereof has been given to the executive by the board of directors (specifying the
particulars thereof in reasonable detail) and the executive has been given a reasonable
opportunity to be heard and cure such failure; or |
|
|
(v) |
|
an order of a federal or state regulatory agency or a court of competent
jurisdiction requiring the termination of the executives employment by Northfield
Bancorp, Inc. or Northfield Bank. |
Termination due to disability means termination of the executives employment due to a
physical or mental infirmity that impairs the executives ability to substantially perform his
duties under the agreement and that results in executives becoming eligible for long-term
disability benefits under a long-term disability plan of Northfield Bancorp, Inc. or Northfield
Bank (or, if Northfield Bancorp, Inc. or Northfield Bank has no such plan in effect, that impairs
the executives ability to substantially perform his duties under the agreement for a period of 180
consecutive days).
24
Potential Payments to Named Executive Officers
The following table sets forth estimates of the amounts that would be payable to the listed
individuals in the event of their termination of employment on December 31, 2007, under designated
circumstances. The table does not include vested or accrued benefits under qualified and
non-qualified benefit plans or qualified or non-qualified deferred compensation plans that are
disclosed elsewhere in this proxy statement. The estimates shown are highly dependent on a variety
of factors, including but not limited to the date of termination, interest rates, federal, state,
and local tax rates, and compensation history. Actual payments due could vary substantially from
the estimates shown. We consider each termination scenario listed below to be exclusive of all
other scenarios and do not expect that any of our executive officers would be eligible to collect
the benefits shown under more than one termination scenario. If an executive officer is terminated
for just cause as defined in the employment agreement, the Company has no contractual payment or
other obligations under the employment agreement.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Mr. |
|
|
Mr. |
|
|
Mr. |
|
|
Mr. |
|
|
|
Alexander |
|
|
Klein |
|
|
Doherty |
|
|
Widmer |
|
Disability |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Salary continuation (1) |
|
$ |
1,681,908 |
|
|
$ |
150,419 |
|
|
$ |
140,096 |
|
|
$ |
109,128 |
|
Medical, dental and other health
benefits (2) |
|
|
165,614 |
|
|
|
12,046 |
|
|
|
12,046 |
|
|
|
12,046 |
|
Life insurance (3) |
|
|
156,939 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
$ |
2,004,461 |
|
|
$ |
162,465 |
|
|
$ |
152,142 |
|
|
$ |
121,174 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Death |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Salary (lump-sum payment) (4) |
|
$ |
750,000 |
|
|
$ |
300,000 |
|
|
$ |
280,000 |
|
|
$ |
220,000 |
|
Medical, dental and other health
benefits (4) |
|
|
12,046 |
|
|
|
12,046 |
|
|
|
12,046 |
|
|
|
12,046 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
$ |
762,046 |
|
|
$ |
312,046 |
|
|
$ |
292,046 |
|
|
$ |
232,046 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Discharge Without Cause or Resignation With
Good Reason no Change in Control
(5) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Salary (lump sum) |
|
$ |
2,250,000 |
|
|
$ |
900,000 |
|
|
$ |
840,000 |
|
|
$ |
660,000 |
|
Bonus (lump sum) |
|
|
482,750 |
|
|
|
213,591 |
|
|
|
167,705 |
|
|
|
141,970 |
|
Retirement contributions (lump sum) |
|
|
276,387 |
|
|
|
43,549 |
|
|
|
103,185 |
|
|
|
87,579 |
|
Medical, dental and other health benefits(6) |
|
|
55,241 |
|
|
|
55,241 |
|
|
|
55,241 |
|
|
|
55,241 |
|
Life insurance contributions (7) |
|
|
112,500 |
|
|
|
5,546 |
|
|
|
8,533 |
|
|
|
4,726 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
$ |
3,176,878 |
|
|
$ |
1,217,927 |
|
|
$ |
1,174,664 |
|
|
$ |
949,516 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Discharge Without Cause or Resignation With
Good Reason Change in Control Related
(8) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Salary (lump sum) |
|
$ |
2,250,000 |
|
|
$ |
900,000 |
|
|
$ |
840,000 |
|
|
$ |
660,000 |
|
Bonus (lump sum) |
|
|
507,000 |
|
|
|
279,045 |
|
|
|
209,880 |
|
|
|
185,010 |
|
Retirement contributions (lump sum) |
|
|
276,387 |
|
|
|
43,549 |
|
|
|
103,185 |
|
|
|
87,579 |
|
Medical, dental and other health benefits |
|
|
55,241 |
|
|
|
55,241 |
|
|
|
55,241 |
|
|
|
55,241 |
|
Life insurance contributions |
|
|
112,500 |
|
|
|
5,546 |
|
|
|
8,533 |
|
|
|
4,726 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
$ |
3,201,128 |
|
|
$ |
1,283,381 |
|
|
$ |
1,216,839 |
|
|
$ |
992,556 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
|
In the case of disability, Mr. Alexanders contract provides for supplemental salary
continuation until the earlier of: recovery from such disability, attaining age 65, or death.
The reported figure above assumes salary continuation until Mr. Alexander |
25
|
|
|
|
|
attains the age of 65. Mr. Klein, Mr. Doherty and Mr. Widmer receive salary continuation
benefits for one-year following such disability. The supplemental salary continuation contract
benefit seeks to provide the executive with his base salary in the first year following
disability, reduced by any assumed short-term or long-term disability insurance benefits
provided under separate insurance plans we maintain. Mr. Alexanders contract provides for
second-year benefits and for every year thereafter, equal to 66 2/3% of his base salary. Such
amounts due under the contracts are reduced by any assumed short-term or long-term disability
insurance benefits provided under separate insurance plans on a tax-equivalent basis (assuming a
38% tax rate), if such short-term or long-term disability benefits are excludable for federal
income tax purposes. Supplemental salary continuation benefits have been discounted at an annual
compounding rate of 4.50% for Mr. Alexander. The figures presented for Mr. Klein, Mr. Doherty,
and Mr. Widmer are presented without discount. |
|
(2) |
|
Mr. Alexanders contract provides for medical, dental, and other health benefits to him and
his family, at no cost to him, until Mr. Alexander recovers from such disability, or Mr.
Alexander attains the age of 65. Mr. Kleins, Mr. Dohertys, and Mr. Widmers contracts
provide for one year of medical, dental, and other health benefits at the same terms,
including cost sharing by the executive, as provided to the executive prior to his disability.
The reported figure for Mr. Alexander reflects the estimated present value of the future
premium cost of such benefits, calculated utilizing substantially the same health care cost
increase assumptions we use in measuring our liability for such benefits for financial
statement purposes under Statement of Financial Accounting Standards No. 106, Employers
Accounting for Postretirement Benefits Other Than Pensions (SFAS 106). For purposes of
this presentation, the estimated future costs were discounted at a 4.50% annual compounding
rate. The figures presented for Mr. Klein, Mr. Doherty and Mr. Widmer are presented without
discount. |
|
(3) |
|
Mr. Alexanders contract provides for life insurance continuation benefits. Mr. Alexander
receives an annual reimbursement for a whole-life policy premium through 2011 in the amount of
$35,660. In addition, the contract provides for the continuation of group life insurance for
Mr. Alexander until the earlier of: recovering from such disability or Mr. Alexander attaining
the age of 65. The reported figure in the table assumes that group term life insurance
benefits will continue until Mr. Alexander attains the age of 65, with an assumed annual cost
increase of 4% and a present value discount rate of 4.50% annual compounding rate. The
agreement in effect for Mr. Alexander provides for salary continuation at his base salary for
the first year after such disability and 66 2/3% of his base salary after the first year. Such
payments continue until Mr. Alexanders death, recovery from such disability, or the date he
attains age 65. The figures shown assume any amounts owed to Mr. Alexander will be reduced by
applicable short-term and long-term disability payments received from insurance carriers
without discount for present value. Mr. Klein, Mr. Doherty and Mr. Widmer are provided a
salary continuation for the first year after such disability. The figures shown assume any
amounts owed will be reduced by applicable short-term and long-term disability payments
received from insurance carriers without discount for present value. |
|
(4) |
|
Each of the agreements provides for a lump-sum death benefit equal to one-year of base salary
for each executive. The contracts also provide for the continuation of medical, dental, and
other health benefits to the executives family for a period of one-year at the same terms and
cost to the executive immediately prior to his death. |
|
(5) |
|
Each of the agreements provides for the lump-sum payment of: three times base salary; three
times the average annual bonus/and or incentive award for three years prior to the year of
termination; and the retirement contributions or payments that we would have made on the
executives behalf, as if the executive had continued his employment for a 36-month period,
based on contributions or payments made (on an annualized basis) at the date of termination.
Each of the agreements limits the total payments to an executive to an amount that is one
dollar less three times the executives base amount as defined in Section 280G of the
Internal Revenue Code. The figures presented in the table are presented without the reduction
required to satisfy this limitation. |
|
(6) |
|
Each agreement provides for medical, dental, and other health benefits to the executive and
his family, at no cost to the executive for a period of 36 months from the date of
termination. The reported figures reflect the estimated present value of the future premium
cost of such benefits, calculated utilizing substantially the same health care cost increase
assumptions we used in measuring our liability for such benefits for financial statement
purposes under SFAS 106. For purposes of this presentation, the estimated future costs were
discounted at a 4.50% annual compounding rate. |
|
(7) |
|
Each agreement provides for life insurance benefits to the executive and his family, at no
cost to the executive for a period of 36 months from the date of termination. Mr. Alexander
receives an annual reimbursement of $35,660 for a whole-life insurance policy. Mr. Alexander,
Mr. Klein, Mr. Doherty, and Mr. Widmer also participate in our group life insurance plan. The
reported figures in the table assume that the reimbursement to Mr. Alexander for his
whole-life insurance policy will continue for a period of three years. The reported figures
also include the estimated costs of group term life insurance benefits for Mr. Alexander, Mr.
Klein, Mr. Doherty, and Mr. Widmer for a three year period with an assumed annual cost
increase of 4% and a present value discount rate of 4.50% compounded annually. |
|
(8) |
|
Under each of the agreements, amounts payable under a change in control are identical to
those payable for Discharge Without Cause or Resignation With Good Reason no Change in
Control except that payments pertaining to bonus and/or incentive awards are based upon the
highest annual bonus and/or incentive award earned in any of the three years preceding the
year in which the termination occurs. |
26
AUDIT-RELATED MATTERS
Audit Committee Report
The charter of the Audit Committee of the Board specifies that the purpose of the Committee is
to assist the Board in its oversight of:
|
|
|
monitoring and overseeing the integrity of our accounting and financial reporting
process, audits, financial statements and systems of internal controls; |
|
|
|
|
monitoring and overseeing the independence and performance of our external auditors,
internal auditors and outsourced internal audit consultants; |
|
|
|
|
facilitating communication among the external auditors, management, internal
auditors, and the outsourced internal audit consultants; and |
|
|
|
|
maintaining oversight of the external auditors, including the appointment,
compensation, retention and, when considered necessary, the dismissal of the external
auditors. |
In carrying out these responsibilities, the Audit Committee, among other things:
|
|
|
monitors the preparation of quarterly and annual financial reports by the Companys
management; |
|
|
|
|
supervises the relationship between the Company and its independent registered
public accountants, including: reviewing the scope of their audit services; approving
audit and non-audit services; and confirming the independence of the independent
registered public accountants; and |
|
|
|
|
oversees managements implementation and maintenance of effective systems of
internal and disclosure controls, and review of the Companys internal auditing
program. |
The Committee schedules its meetings with a view to ensuring that it devotes appropriate
attention to all of its tasks. The Committees meetings include, whenever appropriate, executive
sessions in which the Committee meets separately with the Companys independent registered public
accountants, the Companys internal auditors, the Companys chief financial officer, and the
Companys general counsel, and Securities and Exchange Commission counsel.
As part of its oversight of the Companys financial statements, the Committee reviews and
discusses with both management and the Companys independent registered public accountants all
annual and quarterly financial statements prior to their issuance. During 2007, management advised
the Committee that each set of financial statements reviewed had been prepared in accordance with
U.S. generally accepted accounting principles, and reviewed significant accounting and disclosure
issues with the Committee. The Committees review included discussion with the independent
registered public accountants of matters required to be discussed pursuant to Statement on Auditing
Standards No. 61 (Communication with Audit Committees), including the quality of the Companys
accounting principles, the reasonableness of significant judgments and the clarity of disclosures
in the financial statements. The Committee also discussed with the independent registered public
accountants matters relating to its independence, including a review of audit and non-audit fees
and the written disclosures and letter from KPMG LLP to the Committee pursuant to Independence
Standards Board Standard No. 1 (Independence Discussions with Audit Committees).
In addition, the Committee reviewed key initiatives and programs aimed at maintaining the
effectiveness of the Companys internal and disclosure control structure. As part of this process,
the Committee continued to monitor the scope and adequacy of the Companys internal auditing
program, reviewing internal audit department staffing levels and steps taken to maintain the
effectiveness of internal procedures and controls.
Taking all of these reviews and discussions into account, the Committee members recommended to
the Board of Directors that the audited financial statements be included in the Companys Annual
Report on Form 10-K for the year ended December 31, 2007, for filing with the Securities and
Exchange Commission.
27
Members of the Audit Committee are: Patrick E. Scura, Jr., who serves as Chairman; Annette
Catino; Gil Chapman; and Susan Lamberti.
Policy for Approval of Audit and Permitted Non-audit Services
The Audit Committees policy is to pre-approve all audit and non-audit services provided by
the independent registered public accounting firm, either by approving an engagement prior to the
engagement or pursuant to a pre-approval policy with respect to particular services. These
services may include audit services, audit-related services, tax services, and other services. The
Audit Committee has delegated pre-approval authority to the Chairman of the Audit Committee when
expediency is necessary. The independent registered public accounting firm and management are
required to periodically report to the full Audit Committee regarding the extent of services
provided by the independent registered public accounting firm in accordance with this pre-approval,
and the fees for the services performed to date.
All audit, audit-related, and tax fees and all other fees described below were approved either
as part of our engagement of KPMG LLP or pursuant to the pre-approval policy described above. The
Audit Committee concluded that the provision of such services by KPMG LLP was compatible with the
maintenance of that firms independence in the conduct of its auditing functions.
Auditor Fees and Services
The following table presents fees for professional services rendered by KPMG LLP for the audit
of the Companys annual financial statements and internal control over financial reporting for 2007
and 2006, together with fees for audit-related services and tax services rendered by KPMG LLP
during 2007 and 2006.
The aggregate fees included in the Audit Fees category were fees billed for the calendar years
for the audit of our annual financial statements and the review of our quarterly financial
statements. The aggregate fees included in each of the other categories were fees billed in the
stated periods.
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Year Ended |
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Year Ended |
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December 31, |
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December 31, |
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2007 |
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2006 |
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Audit Fees |
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$ |
285,000 |
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$ |
202,000 |
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Audit-Related Fees |
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321,000 |
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12,000 |
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Tax Fees |
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80,299 |
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38,800 |
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All Other Fees |
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Audit Fees. Audit fees of $285,000 for the year ended December 31, 2007, and $202,000 for the
year ended December 31, 2006, were for professional services rendered for the audits of our
consolidated financial statements, review of quarterly financial information for the third and
fourth quarters of calendar 2007, and the internal control attestations required under Federal
Deposit Insurance Corporation regulations for the years ended December 31, 2007 and 2006.
Audit-Related Fees. Audit-related fees of $321,000 for the year ended December 31, 2007, were
primarily for services rendered in connection with our registration statement filed for our initial
stock offering. Audit-related fees in 2006 of $12,000 were for audits of subsidiaries. Such fees
for 2007 and 2006 were reasonably related to the performance of the audit of and review of the
financial statements and are not already reported in Audit Fees, above.
Tax Fees. Tax fees of $80,299 for the year ended December 31, 2007, and $38,800 for the year
ended December 31, 2006, were for services related to tax compliance and consultation.
All Other Fees. No other fees were incurred during the years ended December 31, 2007, and
2006.
28
PROPOSAL I ELECTION OF DIRECTORS
Our Board of Directors consists of ten members. Our bylaws provide that our Board of
Directors shall be divided into three classes, and one class of directors is to be elected
annually. Our directors are generally elected to serve for a three-year period, or a shorter
period if the director is elected to fill a vacancy, and until their respective successors shall
have been elected and shall qualify. Three directors will be elected at the annual meeting and
will serve until their successors have been elected and qualified.
The Nominating and Corporate Governance Committee has nominated John W. Alexander, Annette
Catino, and John P. Connors, Jr. to serve as directors for three-year terms. Each of the nominees
is currently a member of the Board of Directors. The Board recommends a vote FOR each of the
persons nominated by the Board of Directors.
The table below sets forth certain information regarding the composition of our Board of
Directors as of April 10, 2008, including the terms of office of Board members. It is intended
that the proxies solicited on behalf of the Board of Directors (other than proxies in which the
vote is withheld as to the nominee) will be voted at the Annual Meeting for the election of the
nominees identified below. If the nominees are unable to serve, the shares represented by all such
proxies will be voted for the election of such substitute as the Board of Directors may recommend.
At this time, the Board of Directors knows of no reason why the nominees might be unable to serve,
if elected. Except as indicated herein, there are no arrangements or understandings between the
nominees and any other person pursuant to which such nominees were selected.
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Shares of |
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Positions |
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Common Stock |
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Held in Northfield |
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Director |
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Current Term |
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Beneficially |
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Percent |
Name(1) |
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Age |
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Bancorp, Inc. |
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Since(2) |
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to Expire |
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Owned(3) |
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of Class |
NOMINEES
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John W. Alexander
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58 |
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Chairman of the
Board, President
and Chief Executive
Officer
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|
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1997 |
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|
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2011 |
|
|
108,336(4)
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* |
Annette Catino
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51 |
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Director
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|
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2003 |
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|
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2011 |
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41,871(5)
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* |
John P. Connors, Jr.
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51 |
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Director
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2002 |
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2011 |
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12,235(6)
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* |
DIRECTORS CONTINUING IN OFFICE
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Stanley A. Applebaum
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|
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74 |
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Director
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1982 |
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|
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2009 |
|
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32,500(7)
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* |
John R. Bowen
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|
67 |
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Director
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|
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2003 |
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2010 |
|
|
15,495(8)
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* |
Gil Chapman
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54 |
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Director
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2005 |
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|
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2010 |
|
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20,000(9)
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* |
John J. DePierro
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67 |
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Director
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|
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1984 |
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2010 |
|
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9,392(10)
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* |
Susan Lamberti
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66 |
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Director
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2001 |
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|
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2009 |
|
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30,000(11)
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* |
Albert J. Regen
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70 |
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Director
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1990 |
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2009 |
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50,261(12)
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* |
Patrick E. Scura, Jr.
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63 |
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Director
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2006 |
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2009 |
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|
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25,000 |
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* |
EXECUTIVE OFFICERS WHO ARE NOT DIRECTORS
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Kenneth J. Doherty
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50 |
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Executive Vice President, Chief
Lending Officer
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N/A |
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N/A |
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50,419(13)
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* |
Madeline G. Frank
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63 |
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Senior Vice President, Corporate
Secretary
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N/A |
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N/A |
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28,664(14)
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* |
Steven M. Klein
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43 |
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Executive Vice President, Chief
Financial Officer
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N/A |
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N/A |
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37,431(15)
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* |
Michael J. Widmer
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48 |
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Executive Vice President, Operations
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N/A |
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N/A |
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37,991(16)
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* |
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* |
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Less than 1%. |
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(1) |
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The mailing address for each person listed is 1410 St. Georges Avenue, Avenel, New Jersey
07001. |
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(2) |
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Reflects initial appointment to the Board of Directors of Northfield Bank for Directors
elected prior to 2003. Each director of Northfield Bancorp, Inc. is also a trustee of
Northfield Bancorp, MHC, which owns the majority of the issued and outstanding shares of
common stock. |
29
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(3) |
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See definition of beneficial ownership in the table Voting Securities and Principal
Holders Thereof. |
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(4) |
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Includes 9,130 shares held jointly with Mr. Alexanders spouse, 18,625 shares held in Mr.
Alexanders IRA accounts, 53,445 shares held by Mr. Alexanders spouse, 10,000 shares held in
Northfield Banks 401(k) Plan, and 2,135.578 shares allocated to Mr. Alexander under
Northfield Banks ESOP. |
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(5) |
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Includes 34,771 shares held jointly with Ms. Catinos spouse, 7,000 shares held in Ms.
Catinos IRA account, and 100 shares held in Ms. Catinos SEP account. |
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(6) |
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Includes 9,897 shares held in Mr. Connors IRA accounts, 1,738 shares held jointly with Mr.
Connors spouse, and 600 shares held by Mr. Connors spouse. |
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(7) |
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Includes 10,000 shares held in Mr. Applebaums IRA account, 15,000 shares held jointly with
Mr. Applebaums spouse, and 7,500 shares held by Mr. Applebaums spouse. |
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(8) |
|
Includes 5,667 shares held in Mr. Bowens IRA account, 3,673 shares held by Mr. Bowens
spouse, and 6,155 shares held in Northfield Bancorp Inc.s 401(k) Plan. |
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(9) |
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All shares held jointly with Mr. Chapmans spouse. |
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(10) |
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Includes 5,392 shares held jointly with Mr. DePierros spouse. |
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(11) |
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All shares held jointly with Ms. Lambertis spouse. |
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(12) |
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Includes 12,200 shares held jointly with Mr. Regens spouse and 14,682 shares held by Mr.
Regens spouse. |
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(13) |
|
Includes 18,366 shares held jointly with Mr. Dohertys spouse, 1,549 shares held as custodian
for Mr. Dohertys child, 3,368 shares held by Mr. Dohertys spouse, 25,000 shares held in
Northfield Banks 401(k) Plan, and 2,135.578 shares allocated to Mr. Doherty under Northfield
Banks ESOP. |
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(14) |
|
Includes 2,050 shares held by Ms. Franks child, 15,000 shares held in Northfield Banks
401(k) Plan, and 1,613.547 shares allocated to Ms. Frank under Northfield Banks ESOP. |
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(15) |
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Includes 25,000 shares held in Northfield Banks 401(k) Plan and 2,135.578 shares allocated
to Mr. Klein under Northfield Banks ESOP. |
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(16) |
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Includes 10,000 shares held jointly with Mr. Widmers spouse, 6,700 shares held by Mr.
Widmers spouse, 4,203 shares held in Mr. Widmers IRA account, 15,000 shares held in
Northfield Banks 401(k) Plan, and 2,088.118 shares allocated to Mr. Widmer under Northfield
Banks ESOP. |
The business experience for the past five years of each of our directors is set forth below.
Unless otherwise indicated, directors have held their positions for the past five years.
John W. 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 was also named President of Northfield Bank and Northfield Bancorp, Inc. in
October 2006. Prior to joining Northfield Bank, Mr. Alexander was a tax partner with Price
Waterhouse LLP, specializing in financial institutions.
Stanley A. Applebaum has been a practicing attorney in the State of New York for over 47
years. Mr. Applebaum is admitted to practice in the state and federal courts of the State of New
York and the Supreme Court of the United States.
John R. Bowen served as the Chairman, President and Chief Executive Officer of Liberty
Bancorp, Inc. and Liberty Bank, located in Avenel, New Jersey, from 1995 until they were acquired
by Northfield Bancorp, Inc. and Northfield Bank, respectively, in 2002.
Annette Catino has served as President and Chief Executive Officer of QualCare, Inc.,
Piscataway, New Jersey, a managed care organization, since 1991. Ms. Catino is a Director of
Middlesex Water Company, whose stock is traded on the Nasdaq Global Select Market, and served as a
Director of Liberty Bancorp, Inc. and Liberty Bank until they were acquired by Northfield Bancorp,
Inc. and Northfield Bank, respectively, in 2002.
Gil Chapman is the owner and President of Island Ford, Inc., an automobile dealership located
in Staten Island, New York, and has served in that position since 1986. Prior to 1986, Mr. Chapman
held key management and sales positions at the New Jersey Sports and Exposition Authority (Sports
Authority) in East Rutherford, New Jersey.
John P. Connors, Jr. is the managing partner of the law firm of Connors & Connors, P.C.,
located in Staten Island, New York. Mr. Connors is admitted to practice in the state and federal
courts of the States of New York and New Jersey and the District of Columbia.
John J. DePierro is an independent consultant to health care institutions, health care systems
and related organizations. Prior to 2001, Mr. DePierro was the Chief Executive Officer of Sisters
of Charity Health Care Systems (St. Vincents Catholic Medical Center).
30
Susan Lamberti was an educator with the New York City public schools for over 30 years until
her retirement in 2002.
Albert J. Regen served as the President of Northfield Bank from 1990 until his retirement in
September 2006.
Patrick E. Scura, Jr. was an audit partner at KPMG LLP from 1978 until his retirement in 2005.
Mr. Scura was a member of KPMG LLPs New Jersey community banking practice, and has over 30 years
experience auditing financial institutions. He is a licensed certified public accountant in the
States of New York and New Jersey.
Executive Officers who are not Directors
The business experience for the past five years of each of our executive officers other than
Mr. Alexander is set forth below. Unless otherwise indicated, executive officers have held their
positions for the past five years.
Kenneth J. Doherty joined Northfield Bank in 1988, and currently serves as Executive Vice
President and Chief Lending Officer.
Madeline G. Frank joined Northfield Bank in 1983 and has served as Director of Human Resources
of Northfield Bank since that time. Ms. Frank also serves as Corporate Secretary for Northfield
Bancorp, Inc. and Northfield Bank.
Steven M. Klein joined Northfield Bancorp, Inc. and Northfield Bank in March 2005 as Executive
Vice President and Chief Financial Officer. Mr. Klein was an audit partner in the community
banking practice of KPMG LLP from September 2003 to March 2005, and was employed by KPMG LLP
beginning in 1986. Mr. Klein is a certified public accountant in the State of New Jersey.
Michael J. Widmer has served as Executive Vice President, Operations of Northfield Bancorp,
Inc, and Northfield Bank since 2002. Mr. Widmer served as the Executive Vice President and Chief
Financial Officer, and as a Director, of Liberty Bancorp, Inc. and Liberty Bank, located in Avenel,
New Jersey, until they were acquired by Northfield Bancorp, Inc. and Northfield Bank, respectively,
in 2002.
PROPOSAL II RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM
Our independent registered public accounting firm for the year ended December 31, 2007, was
KPMG LLP. Our Audit Committee has approved the engagement of KPMG LLP to be our independent
registered public accounting firm for the year ending December 31, 2008, subject to the
ratification of the engagement by our stockholders as required by our Bylaws. At the Annual
Meeting, the stockholders will consider and vote on the ratification of the engagement of KPMG LLP
for the year ending December 31, 2008. Representatives of KPMG LLP are expected to attend the
annual meeting to respond to appropriate questions and to make a statement if they so desire.
Although stockholder ratification of the independent registered public accounting firm is
required by our Bylaws, even if the selection is ratified, the Audit Committee, in its discretion,
may direct the appointment of a different independent registered public accounting firm at any time
during the year if it determines that such change is in the best interest of Northfield Bancorp,
Inc. and its stockholders.
In order to ratify the selection of KPMG LLP as the independent registered public accounting
firm for the year ending December 31, 2008, the proposal must receive at least a majority of the
votes represented at the annual meeting, without regard to broker non-votes, in favor of such
ratification.
The Audit Committee of the Board of Directors recommends a vote FOR the ratification of
kpmg llp as the independent registered public accounting firm for the year ending December 31,
2008.
31
OTHER INFORMATION
Section 16(a) Beneficial Ownership Reporting Compliance
The common stock is registered pursuant to Section 12(b) of the Securities Exchange Act of
1934. The officers and directors of Northfield Bancorp, Inc. and beneficial owners of greater than
10% of our shares of common stock (10% beneficial owners) are required to file reports on Forms
3, 4, and 5 with the Securities and Exchange Commission disclosing beneficial ownership and changes
in beneficial ownership. Securities and Exchange Commission rules require disclosure in our Proxy
Statement and Annual Report on Form 10-K of the failure of an officer, director, or 10% beneficial
owner of the shares of common stock to file a Form 3, 4, or 5 on a timely basis. Based on our
review of such ownership reports, we believe that no officer, director or 10% beneficial owner of
Northfield Bancorp, Inc. failed to file such ownership reports on a timely basis for the year ended
December 31, 2007.
Proxy Solicitation Costs
The cost of solicitation of proxies will be borne by Northfield Bancorp, Inc. We will
reimburse brokerage firms and other custodians, nominees and fiduciaries for reasonable expenses
incurred by them in sending proxy materials to the beneficial owners of shares of common stock. In
addition to solicitations by mail, our directors, officers, and regular employees may solicit
proxies personally, by telegraph, telephone, or other forms of communication without additional
compensation. Our Annual Report on Form 10-K for the year ended December 31, 2007, has been mailed
or made available online to all stockholders of record as of April 10, 2008. Any stockholder who
has not received a copy of such Annual Report may obtain a copy by writing us.
Other Matters
The Board of Directors is not aware of any business to come before the annual meeting other
than the matters described above in the Proxy Statement. However, if any matters should properly
come before the annual meeting, it is intended that the holders of the proxies will act in
accordance with their best judgment.
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BY ORDER OF THE BOARD OF DIRECTORS
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Madeline G. Frank
Senior Vice President, Corporate Secretary |
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Avenel, New Jersey
April 23, 2008
32
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PLEASE MARK VOTES
AS IN THIS EXAMPLE |
REVOCABLE PROXY
NORTHFIELD BANCORP, INC. |
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FOR ALL |
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WITHHOLD FOR ALL |
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FOR ALL EXCEPT |
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ANNUAL MEETING OF STOCKHOLDERS MAY 28, 2008
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1. |
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The election as Directors of all nominees listed below each to serve for a three-year term
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THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS |
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John W. Alexander Annette Catino John P. Connors, Jr. |
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The undersigned hereby appoints the full Board of Directors
(other than those listed as nominees in this proxy), with full
powers of substitution, to act as attorneys and proxies for the
undersigned to vote all shares of common stock of Northfield Bancorp,
Inc. which the undersigned is entitled to vote at the Annual Meeting
of Stockholders to be held at the Hilton Garden Inn, located at 1100
South Avenue, Staten Island, New York 10314 at 10:00 a.m. (local time) on
May 28, 2008. The official proxy committee is authorized to cast all votes
to which the undersigned is entitled as follows:
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INSTRUCTION: To withhold your vote for fewer than all of the nominees, vote
For All Except and write the name of the nominee(s) on the line(s) below. |
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FOR
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AGAINST
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ABSTAIN |
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2. |
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The ratification of the appointment of KPMG LLP as independent registered public accounting
firm for the year ending December 31, 2008.
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The Board of Directors recommends a vote FOR each of the listed proposals. |
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THIS PROXY WILL BE VOTED AS DIRECTED, BUT IF NO INSTRUCTIONS ARE SPECIFIED, THIS PROXY WILL BE VOTED FOR EACH
OF THE PROPOSITIONS STATED ABOVE. IF
ANY OTHER BUSINESS IS PRESENTED AT THE ANNUAL MEETING, THIS PROXY WILL BE VOTED BY THE ABOVE-NAMED PROXIES
AT THE DIRECTION OF A MAJORITY OF THE BOARD
OF DIRECTORS. AT THE PRESENT TIME, THE BOARD OF DIRECTORS KNOWS OF NO OTHER BUSINESS TO BE PRESENTED
AT THE ANNUAL MEETING. |
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PLEASE CHECK BOX IF YOU PLAN TO ATTEND THE ANNUAL MEETING.
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Please be sure to sign and date
this Proxy in the box below.
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Stockholder sign above
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Co-holder (if any) sign above |
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5
Detach above card, sign, date and mail in postage paid envelope provided. 5
NORTHFIELD BANCORP, INC.
Should the above signed be present and elect to vote at the annual meeting or at any
adjournment thereof and after notification to the Secretary of Northfield Bancorp, Inc. at the
annual meeting of the stockholders decision to terminate this proxy, then the power of said
attorneys and proxies shall be deemed terminated and of no further force and effect. This proxy
may also be revoked by sending written notice to the Secretary of Northfield Bancorp, Inc. at the
address set forth on the Notice of Annual Meeting of Stockholders, or by the filing of a later
proxy prior to a vote being taken on a particular proposal at the annual meeting.
The above signed acknowledges receipt from Northfield Bancorp, Inc. prior to the execution of
this proxy of notice of the annual meeting, audited financial statements and a proxy statement
dated April 23, 2008.
Please sign exactly as your name appears on this card. When signing as attorney, executor,
administrator, trustee or guardian, please give your full title. If shares are held jointly,
each holder should sign.
PLEASE ACT PROMPTLY
SIGN, DATE & MAIL YOUR PROXY CARD TODAY
IF YOUR ADDRESS HAS CHANGED, PLEASE CORRECT THE ADDRESS IN THE SPACE PROVIDED BELOW AND RETURN THIS
PORTION WITH THE PROXY IN THE ENVELOPE PROVIDED.