Daria S. Torres

About Daria S. Torres

Independent director of Columbia Financial, Inc. (CLBK), age 50, serving on the Board since 2021. Founder and Managing Partner of Walls Torres Group, a strategic management consulting firm; brings 25+ years of experience advising CEOs, boards, and executive teams on strategy, governance, culture, and risk. The Board affirms she is independent under Nasdaq and SEC rules.

Past Roles

Not disclosed in the proxy beyond her strategic consulting leadership.

External Roles

Board Governance

• Independence: The Board determined all directors other than CEO Thomas J. Kemly are independent; this includes Ms. Torres.
• Committee assignments (member; no chair roles): Audit; Nominating/Corporate Governance; Risk; Technology.
• Board and committee activity and attendance:
  • Meetings held during 2024: Audit (12); Compensation (8); Nominating/Corporate Governance (6); Risk (5); Technology (5); Operations/Strategic Planning (4).
  • Company Board held 1 regular meeting; Bank Board 1 regular meeting; 7 joint regular and 12 joint special joint meetings; no director attended fewer than 75% of Board and committee meetings.
  • All directors attended the Company’s 2024 annual meeting of shareholders.

• Board leadership: Independent Chair (Noel R. Holland); CEO is not Chair, supporting oversight separation.
• Board evaluation and education: Annual self-assessment managed by Nominating/Corporate Governance; ongoing director education and reimbursement.

Fixed Compensation

• Structure (non‑employee directors, FY2024):
  • Annual cash retainer: $85,000 (Board Chair $158,500).
  • Additional annual cash retainers (chairs and members): Audit Chair $7,500; Compensation Chair $7,500; Nominating/Corporate Governance Chair $2,500; Operations/Strategic Planning Chair $2,500. Audit member $9,000; Compensation member $9,000; Risk member $5,200; Nominating/Corporate Governance member $5,200; Technology member $6,500; Operations/Strategic Planning member $6,500.
  • Annual restricted stock award: $50,000 grant (3,018 shares), granted March 7, 2024; vesting on March 7, 2025.
  • Move to retainer structure, eliminating per-meeting fees in 2024.
• 2024 actual director compensation (Ms. Torres):
  • Fees earned/paid in cash: $110,900; Stock awards (grant date fair value): $50,008; All other compensation: $10,587; Total: $171,495.
  • All other compensation includes health insurance premiums paid by Columbia Bank on behalf of Ms. Torres.

Performance Compensation

• Non-employee director awards are time-vested restricted stock; there are no performance-based equity awards or annual incentive metrics for directors. The 2024 director stock grant (3,018 RSAs valued at $50,008) vests on the first anniversary, with no performance conditions.

Other Directorships & Interlocks

• Other public company boards: None disclosed for Ms. Torres in CLBK’s proxy biography.
• Compensation Committee interlocks: Committee members had no interlocks or insider participation; Ms. Torres is not on the Compensation Committee.

Expertise & Qualifications

• Board skills matrix indicates Ms. Torres has expertise in Audit/Financial, Environmental/Social/Governance, Executive Experience, Industry Knowledge, Mergers & Acquisitions, Risk, and Technology/Cyber.

Equity Ownership

• Beneficial ownership (Record Date: April 14, 2025): 33,079 shares; no options exercisable in 60 days; ~0.03% of outstanding shares; directors and officers as a group held ~3.50%.
• Breakdown of holdings (as disclosed):
  • Unvested RSAs under 2019 Equity Incentive Plan: 3,207 shares.
  • Stock-Based Deferral Plan credits: 21,824 (phantom shares credited under director deferral program; assets held in Rabbi Trust).
• Ownership guidelines: Directors must hold Company stock equal to 3x annual cash Board retainer; all non-employee directors are in compliance or within phase-in periods for newer directors.
• Hedging/pledging: Prohibited for directors and officers.

Governance Assessment

• Committee engagement: Ms. Torres serves on four core oversight committees (Audit; Nominating/Corporate Governance; Risk; Technology), aligning with her governance, strategy, risk, and technology experience; Audit met 12 times, Risk and Technology 5 each; Nominating 6; indicating active oversight cadence.
• Independence and attendance: Independent status affirmed; the Board reports no director fell below 75% meeting attendance; all directors attended the 2024 annual meeting—supportive of investor confidence in board engagement.
• Alignment and compensation mix: Director compensation combines cash retainers with annual time-vested restricted stock ($50,008 for 2024), plus committee retainers; stock ownership guidelines at 3x retainer and anti-hedging/pledging policies strengthen alignment.
• Potential conflicts: Board reviewed deposit/credit relationships with Columbia Bank for certain directors and determined they were ordinary course, arm’s-length, compliant, and did not impair independence; aggregate loans to directors/officers and affiliates were $2.6 million at December 31, 2024 and performing.
• Pay governance and shareholder sentiment: Compensation Committee interlocks absent; robust recoupment (clawback) policy updated in 2023; Say‑on‑Pay approval of 98.2% in 2024 suggests broad investor support for compensation oversight and practices.

RED FLAGS: None disclosed specific to Ms. Torres. No related‑party transactions or hedging/pledging; independence affirmed; attendance above threshold; director pay is standard market retainer/equity with no discretionary bonuses tied to unmet targets.