Northfield Bancorp (NFBK) Proxy Filing summary

Executive summary

• The 2025 Annual Meeting will be held virtually on May 28, 2025, to elect four directors, vote on executive compensation, determine the frequency of future say-on-pay votes, and ratify the appointment of Crowe LLP as auditor for 2025.

• The company emphasizes strong, independent governance, robust risk oversight, and a commitment to community investment and sustainability.

• Executive compensation is closely aligned with company performance, market practices, and shareholder interests, with a CEO pay ratio of 24:1 in 2024.

• The company maintains a satisfactory Community Reinvestment Act rating and has provided over $11 million in community grants since 2008.

Voting matters and shareholder proposals

• Proposals include electing four directors, an advisory vote on executive compensation, an advisory vote on the frequency of say-on-pay votes, and ratification of Crowe LLP as auditor.

• The board recommends voting for all proposals and supports an annual say-on-pay vote.

• Shareholders of record as of April 2, 2025, are entitled to vote; beneficial owners over 10% have restricted voting rights.

• Procedures for shareholder proposals and director nominations are detailed, with specific deadlines for 2026 submissions.

Board of directors and corporate governance

• The board will reduce to nine members after the meeting, with a supermajority of independent directors and a Lead Independent Director structure.

• All committees (Audit, Compensation, Nominating/Governance) are composed entirely of independent directors.

• The board values diversity in experience, skills, gender, and ethnicity, with three female directors and two from underrepresented communities.

• Directors are evaluated annually, with a mandatory retirement age of 75 and no term limits.

• Six standing committees oversee risk, loans, compliance/IT, audit, compensation, and governance.