DEF 14A 1 nc10022653x1_def14a.htm DEF 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A INFORMATION

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

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☐			Soliciting Material Pursuant to ss. 240.14a-12

Northfield Bancorp, Inc.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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VIRTUAL ONLY ANNUAL MEETING OF STOCKHOLDERS

April 14, 2021

Dear Fellow Stockholder:

To minimize health risks to stockholders and employees, the 2021 Annual Meeting of Stockholders of Northfield Bancorp, Inc., the parent company of Northfield Bank will be held in a virtual only format with stockholder participation via live audio webcast. The Annual Meeting will be held on May 26, 2021, at 10:00 A.M. Eastern Time. You may participate in the Annual Meeting, submit questions, and vote online, until voting is closed, at www.virtualshareholdermeeting.com/NFBK2021.

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

The business to be conducted at the Annual Meeting consists of the election of three directors, consideration of an advisory, non-binding resolution with respect to the executive compensation described in the Proxy Statement, and ratification of the appointment of KPMG LLP as independent registered public accounting firm for the year ending December 31, 2021.

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

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

Also provided for your review or made available online is our Annual Report on Form 10-K for the year ended December 31, 2020, which contains detailed information concerning our activities and operating performance. On behalf of the Board of Directors, I thank you for your continued support.

			Sincerely,

			John W. Alexander
			Chairman of the Board

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NORTHFIELD BANCORP, INC.

***VIRTUAL ONLY***

www.virtualshareholdermeeting.com/NFBK2021

2021 ANNUAL MEETING OF STOCKHOLDERS

May 26, 2021, 10:00 A.M. Eastern Time

NOTICE OF 2021 ANNUAL MEETING OF STOCKHOLDERS

Notice is hereby given that the 2021 Annual Meeting of Stockholders of Northfield Bancorp, Inc. will be held VIRTUAL ONLY at 10:00 a.m., Eastern Time, on May 26, 2021. You may participate in the Annual Meeting, submit questions, and vote online, until voting is closed, at www.virtualshareholdermeeting.com/NFBK2021. The Meeting is for the purpose of considering and acting upon:

1.	The election of three directors;

2.	An advisory, non-binding resolution to approve the executive compensation described in the Proxy Statement;

3.	The ratification of the appointment of KPMG LLP as independent registered public accounting firm for the year ending December 31, 2021; and

such other matters as may properly come before the Annual Meeting, or any adjournments thereof. The Board of Directors is not aware of any other business to come before the Annual Meeting.

Any action may be taken on the foregoing proposals at the Annual Meeting on the date specified above, or on any date or dates to which the Annual Meeting may be adjourned. Stockholders of record at the close of business on March 29, 2021, are the stockholders entitled to vote at the Meeting, and any adjournments thereof.

All stockholders of record of Northfield Bancorp, Inc. (the “Company”) entitled to vote during the live audio webcast should receive, by U.S. mail, a Notice of Internet Availability of Proxy Materials (the “Notice of Internet Availability”). The Notice of Internet Availability will instruct you as to how you may access and review all of the important information contained in the proxy materials. If you received a Notice of Internet Availability by mail and would like to receive a printed copy of our proxy materials, you should follow the instructions included in the Notice of Internet Availability for requesting such materials.

Your Vote is Important

Please vote as promptly as possible by using the Internet or telephone, or by signing, dating, and returning the Proxy Card or voting instruction form, in the postage-paid envelope (mailed to those who requested and received paper copies of this Proxy Statement).

Even if you plan to participate in the live audio webcast, you may choose to vote your shares by Internet, by telephone or by signing, dating, and returning, without delay, in the postage paid envelope, the enclosed Proxy Card or voting instruction form, if you requested and received a paper copy of the Proxy Statement. Any proxy that you give may be revoked at any time before it is exercised. You may revoke a proxy by filing with the Corporate Secretary of Northfield Bancorp, Inc., a written revocation, or a duly executed proxy bearing a later date. If you participate in the live webcast, you may revoke your proxy and vote 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 via the live audio webcast. You do not need a voting control number to access the Annual Meeting, but you will only be able to vote your shares at the Annual Meeting by entering your CONTROL NUMBER FOUND IN THE MATERIALS YOU RECEIVED.

			By Order of the Board of Directors

Woodbridge, New Jersey			Suzanne E. Andrews
April 14, 2021			Vice President and Corporate Secretary

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Proxy Statement

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	PROXY STATEMENT			1
	PROXY SUMMARY			1
	ANNUAL MEETING OF STOCKHOLDERS			2
	REVOCATION OF PROXIES			2
	VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF			2

	CORPORATE GOVERNANCE AND BOARD MATTERS			4
	Board of Directors, Leadership Structure, Role in Risk Oversight, Meetings and Standing Committees			4
	Director and Director Nominee Evaluation Process			8
	Director Nominees			9
	Directors Continuing In Office			11
	Director Compensation			15
	Transactions with Certain Related Persons			17
	Participation at Annual Meetings of Stockholders			17
	Codes of Conduct and Ethics			17
	Stock Ownership Guidelines			17
	Prohibition Against Hedging and Borrowing			18
	Stockholder Communications			18
	Executive Officers who are not Directors			20
	Equity Compensation Plans Approved by Stockholders			21

	EXECUTIVE COMPENSATION			22
	Compensation Committee Report			22
	Compensation Discussion and Analysis			22
	CEO Pay Ratio			30
	Compensation Tables			31
	Disability Coverage			35
	Life Insurance Coverage			35
	Employment Agreements			35
	Potential Payments to Named Executive Officers			36
	Say-on-Pay			38

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	AUDIT-RELATED MATTERS			39
	Audit Committee Report			39
	Policy for Approval of Audit and Permitted Non-audit Services			40
	Auditor Fees and Services			40

	PROPOSAL 1—ELECTION OF DIRECTORS			41

	PROPOSAL 2—ADVISORY VOTE ON EXECUTIVE COMPENSATION			43

	PROPOSAL 3—RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM			44

	OTHER INFORMATION			45
	Delinquent Section 16(a) Reports			45
	Proxy Solicitation Costs			45
	Voting by Benefit Plans			45
	Other Matters			45
	Online Delivery of Proxy and Other Materials			46

	IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING OF STOCKHOLDERS			47
	Householding of Proxy Statements and Annual Reports			47
	Environmental Social and Governance Commitment			47

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PROXY STATEMENT

NORTHFIELD BANCORP, INC.

***VIRTUAL ONLY***

www.virtualshareholdermeeting.com/NFBK2021

2021 ANNUAL MEETING OF STOCKHOLDERS

May 26, 2021, 10:00 A.M. Eastern Time

Proxy Summary

Proposals to be Voted On

Proposal			Board Recommendation
Proposal 1 - Election of Directors. Information regarding each nominee can be found beginning on page 9.			The Board of Directors recommends a vote “FOR” each of the nominees for Director.

Proposal 2 – Advisory, non-binding resolution to approve executive compensation. Information regarding our executive compensation can be found beginning on page 22.			The Board of Directors recommends a vote “FOR” the approval of the advisory, non-binding resolution, to approve the executive compensation described in this Proxy Statement.

Proposal 3 - Ratification of the appointment of KPMG LLP as independent registered public accounting firm for the year ending December 31, 2021. Information regarding fees and services of KPMG LLP can be found on page 40.			The Board of Directors recommends a vote “FOR” the ratification of KPMG LLP as the Company’s independent registered public accounting firm.

Nominees for Director

Timothy C. Harrison

2013

✔

Compensation, Loan, Nom. & Corp. Governance

Karen J. Kessler

2013

✔

Compensation, Compliance & IT, Risk

Patrick L. Ryan

2016

✔

Compliance & IT, Loan, Risk

Corporate Governance Highlights

• 90% of directors are independent in accordance

with NASDAQ Stock Market rules.

• Independent directors comprise 100% of our

Nominating & Corporate Governance,

Compensation, and Audit Committees.

• Lead Independent Director.

• Diverse and experienced Board of Directors.

• Robust stock ownership requirements for

Directors and Executive Officers.

• Environmental, Social and Governance

commitment – See information beginning on

page 47 of the Proxy Statement, and the 2020

Annual Report available at

www.enorthfield.com.

• Risk Committee responsibility for enterprise-

wide risk oversight and determining that

significant risks are monitored by the Board or a

Board committee.

• Prohibition against hedging and borrowing

against Company stock.

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Executive Compensation Overview

• Executive compensation program focused on

performance and risk management.

• Executive compensation comprises a balance of

short-term and long-term, fixed and variable,

and cash and equity elements focused on the

Company’s strategic objectives.

• Independent and experienced consultant

engaged directly by the Compensation

Committee.

• Compensation Committee obtains independent

benchmarking of director and executive

compensation.

• Executive compensation targeted at

50^thpercentile, with adjustments made for

experience and performance.

• Strong historical stockholder support of

executive compensation (over 97% in 2020).

• Timely feedback from stockholders - Company

supports annual “say-on-pay” vote.

• CEO Pay ratio of 21 to 1 in 2020.

• Limited use of employment/change-in-control

contracts, with “double-triggers” and no

“evergreen” or “gross-up” provisions. Payment

formulas exclude retirement contributions and

perquisites, and limit health and welfare

benefits to 18 months.

• Claw back requirements contained in incentive

compensation plans and Board-adopted

policies for both cash and equity compensation.

ANNUAL MEETING OF STOCKHOLDERS

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 2021 Annual Meeting of Stockholders of Northfield Bancorp, Inc., which will be held via live webcast at www.virtualshareholdermeeting.com/NFBK2021, at 10:00 a.m., Eastern Time, on May 26, 2021, and all adjournments of the Annual Meeting. The accompanying Notice of Annual Meeting of Stockholders and this Proxy Statement are first being made available to stockholders on or about April 14, 2021.

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

Proxies may be revoked by sending written notice of revocation to the Corporate Secretary of Northfield Bancorp, Inc., at 581 Main Street, Suite 810, Woodbridge, New Jersey 07095, or by returning a duly executed proxy bearing a later date by mail as described on your Proxy Card. Participation by live audio webcast, of any stockholder who had given a proxy shall not revoke such proxy unless the stockholder votes his or her ballot via live webcast at the Annual Meeting or delivers a written revocation to the Corporate 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 March 29, 2021, are entitled to one vote for each share then held. As of March 29, 2021, there were 51,583,020 shares of common stock issued and outstanding. The presence via live webcast 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. A list of such stockholders will be available for inspection at 581 Main Street, Suite 810, Woodbridge, New Jersey 07095 for 10 days prior to the Annual Meeting. The list also will be available for inspection during the Annual Meeting.

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As to the election of directors, a stockholder may: vote FOR all nominees proposed by the Board; vote to WITHHOLD for all nominees; or 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 advisory, non-binding resolution to approve our executive compensation as described in this Proxy Statement, a stockholder may: (i) vote “FOR” the resolution; (ii) vote “AGAINST” the resolution; or (iii) “ABSTAIN” from voting on the resolution. The affirmative vote of a majority of the votes cast at the Annual Meeting, without regard to either broker non-votes, or shares as to which the “ABSTAIN” box has been selected on the proxy card, is required for the approval of this non-binding resolution. While this vote is required by law, it will neither be binding on Northfield Bancorp, Inc. or the Board of Directors, nor will it create or imply any change in the fiduciary duties of, or impose any additional fiduciary duty on Northfield Bancorp, Inc. or the Board of Directors.

As to the ratification of KPMG LLP as our independent registered public accounting firm for the year ending December 31, 2021, 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 votes cast at the Annual Meeting, without regard to either broker non-votes, or shares as to which the “ABSTAIN” box has been selected on the proxy card, is required for the ratification of KPMG LLP as the independent registered public accounting firm for the year ending December 31, 2021.

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 (the “SEC”) regarding such ownership pursuant to the Securities Exchange Act of 1934 (the “Exchange Act”). The following table sets forth, as of March 29, 2021, 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 common stock.

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

Name and Address of Beneficial Owner(s)	Amount of Shares Owned and Nature of Beneficial Ownership⁽¹⁾	Percent of Shares of Common Stock Outstanding
Northfield Bank Employee Stock Ownership Plan Trust and Northfield Bank Savings Plan 1013 Centre Road, Suite 300 Wilmington, DE 19805	4,178,492	8.1%

Blackrock, Inc. 55 East 52^nd Street New York, NY 10055	7,533,303⁽²⁾	14.6%

The Vanguard Group 100 Vanguard Blvd. Malvern, PA 19355	5,309,767⁽³⁾	10.3%

Dimensional Fund Advisors, LP Building One 6300 Bee Cave Road Austin, TX 78746	3,730,065⁽⁴⁾	7.2%

(1)

In accordance with Rule 13d-3 under the Exchange Act, a person or entity is deemed to be the beneficial owner for purposes of this table, of any shares of common stock if they have shared voting or investment power with respect to such security, or 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.

(2)	This information is based on Schedule 13G/A filed with the Securities Exchange Commission on January 26, 2021

(3)	This information is based on Schedule 13G/A filed with the Securities Exchange Commission on March 10, 2021.

(4)	This information is based on Schedule 13G/A filed with the Securities Exchange Commission on March 9, 2021.

Northfield Bancorp, Inc. 1 Proxy Statement for 2021 Annual Meeting

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CORPORATE GOVERNANCE AND BOARD MATTERS

Board of Directors, Leadership Structure, Role in Risk Oversight, Meetings and Standing Committees

Board of Directors. There are currently Ten (10) members of the Board of Directors:

John W. Alexander	John P. Connors, Jr.	Frank P. Patafio
Annette Catino	Timothy C. Harrison	Patrick L. Ryan
Gil Chapman	Karen J. Kessler	Paul V. Stahlin
	Steven M. Klein

The Board of Directors affirmatively determines the independence of each director in accordance with NASDAQ Stock Market rules, which include all elements of independence as set forth in the listing requirements for NASDAQ securities. The Board of Directors has determined that each of the above directors, other than Mr. Klein, meets the independence standards to be considered an independent director, as defined. In addition, the Board of Directors has determined that all of the above directors, other than Mr. Klein, qualify to serve on the Audit Committee and the Compensation Committee pursuant to additional applicable independence requirements and guidelines of NASDAQ and the rules and regulations of the SEC. The Board of Directors has also determined that directors Catino, Chapman, Patafio, and Stahlin each meet the qualifications to serve as an “audit committee financial expert” as that term is used in the rules and regulations of the SEC. The Board of Directors has designated Audit Committee members Catino, Chapman, Patafio, and Stahlin as “audit committee financial experts.”

Leadership Structure. The Nominating and Corporate Governance Committee and the Board of Directors periodically review the functioning of the Board, including an assessment of its effectiveness, and the ability of directors to identify and discuss topics of relevant interest or concern. The Board of Directors believes that it should maintain the flexibility to select the Chairman, and its Board leadership structure, based upon the Board’s operating needs and its assessment of what is in the best interest of the Company and its stockholders. Currently, the offices of the Chairman of the Board and the Chief Executive Officer are separate, with Mr. Alexander serving as Chairman and Mr. Klein serving as Chief Executive Officer.

On February 24, 2021, Mr. Alexander informed the Board that he would be retiring from the Board of Directors following the 2021 Annual Meeting. In connection with Mr. Alexander’s retirement announcement, the Board discussed and evaluated the benefits and considerations of a unified role of Chairman and Chief Executive Officer. The Board concluded that a unified leadership role of Chairman and CEO, in conjunction with a strong lead independent director, and lead independent director charter, was an appropriate leadership structure for the Company, and the Board determined Mr. Klein should serve as Chairman following Mr. Alexander’s retirement.

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

•	promote open and effective communications among the Chairman of the Board and independent members of the Board and in conjunction with the Chairman, management of the Company. The role of the Lead Director also is to facilitate and promote the Board’s strength and independence;

•	convene and chair executive sessions of the independent directors at least twice annually, and other meetings as may be necessary from time to time and, as appropriate, provide prompt feedback to the Chairman of the Board;

•	coordinate and develop the agenda for executive sessions of independent directors;

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•	coordinate ongoing feedback to the Chairman of the Board on behalf of independent directors regarding business issues and management;

•	coordinate and develop with the Chairman of the Board the agendas for meetings of the Board and informational needs associated with those agendas and presentations;

•	identify and develop with the Chairman of the Board and the Nominating and Corporate Governance Committee, the Board’s compositional needs and criteria for director candidates;

•	coordinate with legal counsel, responses to questions and/or concerns from stockholders or other interested parties that were communicated or addressed to the Company’s independent directors; and

•	perform such other duties as may be necessary for the Board to fulfill its responsibilities or as may be requested by the Board as a whole, by the non-management directors, or by the Chairman of the Board.

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

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

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

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

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

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

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

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

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

Meetings. The business of Northfield Bancorp, Inc. is conducted at regular and special meetings of the Board and its standing committees. The Board and its standing committees generally conduct their meetings in person, but as appropriate, including consideration of health and safety concerns related to the pandemic has over the last year routinely met via video-telephony utilizing secure web based service providers, secure telephonic methods, or acted by unanimous written consent. During the year ended December 31, 2020, the Board of Directors held twelve (12) meetings. Independent directors meet in executive sessions no less than twice a year.

No member of the Board or any committee thereof participated in fewer than 75% of the aggregate of: (i) the total number of meetings of the Board of Directors (held during the period for which 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).

Standing Committees. The Company has six standing committees of the Board consisting of Nominating and Corporate Governance, Audit, Compensation, Risk, Loan, and Compliance and Information Technology (IT).

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

The Nominating and Corporate Governance Committee consists of directors Catino, who serves as Chairman, Connors, Chapman, and Harrison. Our Board of Directors has adopted a written charter for the Nominating and Corporate Governance Committee, which is available on our website at www.eNorthfield.com. The Nominating and Corporate Governance Committee held five (5) meetings.

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

•	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;

•	periodically evaluating the size, composition, and independence of the Board of Directors and its committees, including applicable NASDAQ listing standards, for independence;

•	evaluating individuals to be considered for Board service;

•	recommending director nominees to the Board;

•	overseeing the process to assess Board and committee effectiveness;

•	making recommendations to the Board with respect to committee assignments;

•	in consultation with the Compensation Committee, reviewing and recommending director compensation;

•	monitoring compliance with director and executive stock ownership guidelines; and

•	monitoring plans, programs and results related to environment, social and governance matters, including those elements under the oversight of other committees of the Board.

The Audit Committee consists of directors Patafio, who serves as Chairman, Catino, Chapman, and Stahlin. Our Board of Directors has adopted a written charter for the Audit Committee, which is available on our website at www.eNorthfield.com. The Audit Committee held thirteen (13) meetings during the year ended December 31, 2020.

The duties and responsibilities of the Audit Committee include:

•	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;

•	facilitating communication among the external auditors, management, internal auditors, and the outsourced internal audit consultants; and

•	maintaining oversight of the external and internal auditors, including the appointment, compensation, retention and, when considered necessary, the dismissal of the external auditors and the Chief Audit Executive.

The Compensation Committee consists of directors Stahlin, who serves as Chairman, Catino, Harrison, and Kessler. Our Board of Directors has adopted a written charter for the Compensation Committee, which is available on our website at www.eNorthfield.com. The Compensation Committee held ten (10) meetings.

The duties and responsibilities of the Compensation Committee include:

•

reviewing, evaluating and recommending to the Board of Directors objectives relevant to the Chief Executive Officer’s compensation; evaluating the Chief Executive Officer’s performance relative to established goals; and reviewing, evaluating and recommending to the Board the Chief Executive Officer’s compensation, including amounts available for awards under incentive cash plans and equity-based plans;

•

reviewing, evaluating and recommending to the Board of Directors, in consultation with the Chief Executive Officer, goals relevant to the compensation of other executive officers; reviewing such officers’ performance in light of these goals and recommending to the Board such officers’ compensation, including amounts available for awards under cash incentive plans and equity-based plans;

•	reviewing the Company’s compensation practices and the relationship among risk, risk management, and compensation in light of the Company’s objectives, including its safety and soundness and the avoidance of practices that would encourage excessive risk;

•	establishing and administering our equity-based compensation plans, and incentive cash compensation program for executive management;

•	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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overseeing the Company’s strategies related to key human resources policies and practices including those with respect to matters such as diversity, equity, and inclusion, workplace environment and corporate culture, and employee health and wellbeing and reporting periodically to the Nominating and Corporate Governance Committee;

•	reviewing, evaluating and recommending the succession planning, talent development and retention for executive officers, including the Chief Executive Officer, and the leadership pipeline below the executive officer level;

•	appointing the named fiduciaries and the plan administrator for employee benefit plans subject to the Employee Retirement Information Security Act; approving the compensation for any named fiduciary who is not an employee; and receiving reports from and overseeing the named fiduciaries;

•	reviewing and approving changes in our tax-qualified benefit plans that result in material changes in costs or the benefit levels provided and changes in a plan’s trustee, administrator, or service provider;

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approving the delegation of authority to a management level benefits committee, or appropriate officers, to administer and amend the Company’s compensation and benefits programs, including the authority to interpret the program in individual cases (amendments cannot materially increase expenses to the Company without Compensation Committee approval). The Compensation Committee reviews and approves the charter of the benefits committee on an annual basis, and receives periodic reports on its activities and actions;

•	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;

Northfield Bancorp, Inc. 1 Proxy Statement for 2021 Annual Meeting

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•	reviewing the compensation discussion and analysis included in the proxy statements of the Company, and approving the related Compensation Committee Report; and

•	reviewing and evaluating annually the independence of Compensation Committee consultants and legal advisors.

The Risk Committee’s duties and responsibilities include monitoring the Company’s enterprise-wide risk management program as well as reviewing and monitoring concentration risk, interest rate and liquidity risks, strategic planning, capital deployment, annual budgeting processes, and asset quality (excluding loans). The Risk Committee held five (5) meetings during the year ended December 31, 2020.

The Loan Committee’s duties and responsibilities include annually reviewing and recommending for approval all of the Company’s policies related to lending, approving or rejecting loans meeting certain criteria as described in loan policies, and monitoring loan quality, including loan concentration levels. The Loan Committee held twenty-five (25) meetings during the year ended December 31, 2020.

The Compliance and IT Committee’s duties and responsibilities include overseeing the Company’s Bank Secrecy Act/Anti-Money Laundering and Consumer Compliance Programs, assessing the adequacy of consumer compliance controls and internal consumer compliance monitoring, and oversight of compliance with the Community Reinvestment Act. The Committee also provides oversight of information technology and information security policies, planning, training and risk management. The Compliance and IT Committee receives periodic reports from the Chief Information Officer, the Chief Information Security Officer, and the Chief Risk Officer on matters related to information security, reviews, at least annually, the Company’s cyber security insurance policy, and engages a third party consultant to assist in executing upon certain duties and responsibilities. The Compliance and IT Committee held seven (7) meetings during the year ended December 31, 2020.

Director and Director Nominee Evaluation Process

SEC Form DEF 14A filed by Northfield Bancorp, Inc.