Robert T. Goldstein
About Robert T. Goldstein
Robert T. Goldstein, age 62, has served as an independent director of Blue Foundry Bancorp since 2015, with his current term expiring at the 2026 annual meeting . He is Group Benefit Specialist at Astorino Financial Group (previously an Investment Advisory Representative), and formerly President/Owner of R.J. Goldstein & Associates, an employee-benefits brokerage sold to World Insurance Associates (WIA) in 2017; he remains a Principal at WIA . Goldstein holds a B.S. in Mathematics from Fairfield University and has earned his NACD Fellowship certificate, bringing expertise in human capital and benefits to the board . The board identifies him as independent under NASDAQ listing standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Astorino Financial Group, Inc. | Group Benefit Specialist | Current | Benefits expertise, human capital perspective |
| Astorino Financial Group, Inc. | Investment Advisory Representative | Prior | Financial/benefits advisory experience |
| R.J. Goldstein & Associates, Inc. | President & Owner | Prior; sold in 2017 | Built and exited benefits brokerage; sold to WIA in 2017 |
External Roles
| Organization | Role | Type | Tenure/Notes |
|---|---|---|---|
| World Insurance Associates, LLC (WIA) | Principal | Private company | Continuing principal following 2017 sale |
No other public-company directorships are disclosed for Goldstein in BLFY’s proxy biography section .
Board Governance
- Independence: Board determined all directors except the CEO are independent; Goldstein is independent .
- Committee assignments:
- Compensation Committee: Chair; met 6 times in 2024 .
- Nominating & Corporate Governance Committee: Member; met 3 times in 2024 .
- Audit Committee: Not a member; Audit met 10 times in 2024 .
- Enterprise Risk Management Committee: Not a member; ERM met 4 times in 2024 .
- Attendance: In 2024, no director attended fewer than 75% of board and applicable committee meetings ; all directors attended the 2024 annual meeting .
- Engagement/education: Directors completed 16–22 hours of relevant education/training in 2024; the board holds regular executive sessions of independent directors .
| Committee | Role | 2024 Meetings | Notes |
|---|---|---|---|
| Compensation | Chair | 6 | Oversees exec pay, incentives, and succession; CEO not present for own pay deliberations |
| Nominating & Corporate Governance | Member | 3 | Board composition, effectiveness assessments, governance guidelines |
| Audit | Not a member | 10 | Financial reporting oversight (Ely is chair; committee includes Ely, Grimbilas, Jobes, Kinzler, Kuntz, Lang) |
| Enterprise Risk Management | Not a member | 4 | Oversight of enterprise risks (Kinzler is chair) |
Fixed Compensation (Director)
- Fee schedule (covers service on both Bancorp and Bank boards):
- Annual board retainer: $51,000
- Committee membership retainers: Audit $10,500; Nominating & Corporate Governance $6,000; Compensation $7,000; Enterprise Risk $6,000
- Committee chair retainers: Audit $20,000; Nominating & Corporate Governance $11,500; Compensation $12,000; Enterprise Risk $13,500
| Item | Amount ($) | Basis | 2024 Notes |
|---|---|---|---|
| Board retainer | 51,000 | Annual | Applies to all non-employee directors |
| Compensation Committee chair | 12,000 | Annual | Chair fee (Goldstein) |
| Nominating & Corporate Governance member | 6,000 | Annual | Membership fee (Goldstein) |
| Total cash fees (2024) | 69,000 | Annual | Matches reported director compensation table |
Goldstein’s total 2024 director cash compensation was $69,000, with no new equity grants to him in 2024 (new equity grants were made to Jobes and Kuntz) .
Performance Compensation (Director)
- Equity awards for non-employee directors granted under the 2022 Equity Incentive Plan:
- Restricted stock: 42,783 shares per director (granted in 2022)
- Stock options: 106,959 options per director (granted in 2022)
- 2024 director equity awards: Only to Jobes and Kuntz (19,255 RSUs; 48,133 options; vest ratably over 5 years) .
- Current outstanding equity for Goldstein (as of 12/31/2024):
- Unvested stock awards: 25,669
- Unexercised stock options: 106,959
- Vested options counted in beneficial ownership: 42,784
| Award Type | Grant Year | Shares/Options | Vesting/Notes |
|---|---|---|---|
| Restricted stock (director) | 2022 | 42,783 | Unvested 25,669 at 12/31/24 |
| Stock options (director) | 2022 | 106,959 | Unexercised 106,959 at 12/31/24 |
| Vested options (beneficial count) | n/a | 42,784 | Included in beneficial ownership under Rule 13d-3 |
Performance metrics are not used for director equity; time-based vesting applies to director grants (2024 director grants to Jobes/Kuntz vest ratably over 5 years) .
Other Directorships & Interlocks
- No other public-company board roles for Goldstein are disclosed in the proxy biography; principal role at WIA could create insurance/benefits vendor proximity, but no related-party transactions with Goldstein are disclosed .
Expertise & Qualifications
- Human capital and employee benefits specialist; prior founder/operator experience from benefits brokerage (sold in 2017) .
- NACD Fellowship credential; board governance training .
- Mathematics degree (Fairfield University) supports quantitative oversight in compensation contexts .
- As Compensation Chair, active oversight of independent consultant (Pearl Meyer), clawbacks, anti-hedging/pledging, stock ownership guidelines, and peer benchmarking .
Equity Ownership
| Metric | Value | Notes |
|---|---|---|
| Total beneficial ownership (shares) | 118,454 | Includes IRA 8,500; 401(k) 27,887; 42,784 vested options |
| Ownership % of outstanding | 0.54% | 118,454 / 22,096,649 shares outstanding |
| IRA-held shares | 8,500 | Included in beneficial ownership |
| 401(k) Plan shares | 27,887 | Included in beneficial ownership |
| Vested options (exercisable) | 42,784 | Counted per Rule 13d-3 |
| Unexercised options (total) | 106,959 | As of 12/31/2024 |
| Unvested stock awards | 25,669 | As of 12/31/2024 |
| Stock ownership guideline (directors) | 3x annual retainer | 5-year compliance window; 50% net shares retention until met |
| Hedging/pledging | Prohibited for directors | Anti-hedging and anti-pledging policy |
| Section 16 compliance | No delinquencies reported for 2024 | Company review indicates timely filings |
Governance Assessment
-
Strengths
- Independent director; chairs Compensation Committee with use of an independent consultant (Pearl Meyer), no consultant conflicts disclosed .
- Robust governance policies: clawback, anti-hedging/pledging, stock ownership guidelines; regular board/committee self-evaluations and education hours (16–22 per director in 2024) .
- Attendance and engagement: met the ≥75% attendance threshold; attended 2024 annual meeting .
- Ownership alignment: meaningful beneficial stake; options provide upside alignment, with pledging prohibited .
-
Potential concerns/monitoring points
- Activist pressure for a sale/merger underscores scrutiny of pay-for-performance and board effectiveness; as Compensation Chair, Goldstein will be a focal point for investor engagement on alignment and responsiveness to performance trends .
- Director equity awards from 2022 are sizable (RS 42,783; options 106,959); investors may monitor vesting progress and dilution versus performance outcomes in a low-NIM environment .
-
Conflicts/related-party exposure
- No related-party transactions >$120,000 disclosed involving directors; insider loans limited and pre-dated employment (not directors) and were on ordinary-course terms .
- Anti-hedging/pledging policy mitigates alignment risks; Section 16 filings were timely .
RED FLAGS: None disclosed for Goldstein (no related-party transactions; no hedging/pledging; timely Section 16 filings) . Investor activism around strategic alternatives heightens expectations for rigorous compensation oversight and board responsiveness .
