Dennis E. Gibney
Columbia FinancialAbout Dennis E. Gibney
Senior Executive Vice President and Chief Financial Officer of Columbia Financial, Inc. and Columbia Bank; appointed CFO in 2014 and elevated to Senior EVP in June 2024 . He previously spent 17 years with FinPro, Inc. and FinPro Capital Advisors advising banks on M&A, mutual-to-stock conversions, valuations, strategic planning, and interest rate risk management . Education: Magna Cum Laude, Babson College (triple major in Finance, Investments and Economics); CFA charterholder; member of the New York Society of Security Analysts; age 51 (as of 12/31/2024) . 2024 firm performance context: Company TSR value was $93 vs peer group $111; Company net loss $(11.653) million; Bank Core ROAA 0.19%; Bank Core Net Income $19.651 million; deposit growth 3.2%; NPAs 0.22% of assets .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Columbia Financial, Inc. / Columbia Bank | Senior Executive Vice President & Chief Financial Officer | 2014–present | Leads finance function; designated Senior EVP in 2024, bringing deep expertise in bank M&A, conversions, valuation, and IRR from prior advisory career . |
| FinPro, Inc. / FinPro Capital Advisors, Inc. | Banking advisor (M&A, conversions, valuation, strategic planning, IRR) | 17 years (pre‑2014) | Executed advisory engagements across community banks, building core competencies in value creation and risk management . |
External Roles
| Organization | Role/Status | Notes |
|---|---|---|
| CFA Institute / NY Society of Security Analysts | CFA charterholder; member | Professional credential and membership in securities analysis community . |
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | 428,500 | 436,933 | 445,500 |
| Target Bonus (% of Base) | — | — | 60% |
| Actual Annual Incentive ($) | 272,294 | 104,515 | 142,852 |
| All Other Compensation ($) | 62,210 | 53,704 | 38,841 |
| Pension Value Change ($) | — (not reported if negative) | 107,929 | 13,610 |
- Base salaries for 2024 were held flat vs 2023 for all NEOs (Gibney at $445,500) .
- 2024 perquisites and company contributions: ESOP/ESOP SERP $27,276; 401(k)/SIM match $10,350; BOLI imputed income $495; perquisites $720 .
Performance Compensation
2024 Short‑Term Incentive (PAIP) – Design and Outcomes (CFO weightings)
| Metric | Weight (Gibney) | Threshold | Target | Stretch | Actual | Earned % (for metric) |
|---|---|---|---|---|---|---|
| Core Net Income of Columbia Bank ($mm) | 30% | 22.50 | 53.65 | 84.80 | 19.65 | 0.00% |
| Core Efficiency Ratio of Columbia Bank (%) | 30% | 82.0 | 71.0 | 60.0 | 79.7 | 89.08% |
| Non‑Performing Assets / Total Assets (%) | 10% | 0.50 | 0.25 | 0.10 | 0.24 | 104.17% |
| Individual/Department: Regulatory Compliance & Internal Controls | 20% | Qualitative | Qualitative | Qualitative | Achieved | Contributed to payout |
| Individual: Improvement of IRR | 10% | Qualitative | Qualitative | Qualitative | Achieved | Contributed to payout |
- 2024 PAIP payout for Gibney: 53.44% of target; cash paid under PAIP for 2024 was $142,852 (32.07% of base) .
- PAIP payouts were approved in March 2025 after Committee certification; corporate metrics achieved 2 of 3 (Net Income below threshold; Efficiency between threshold and target after adjustment for non‑recurring fees; NPAs above target) .
2024 Long‑Term Incentive (LTIP) – Structure and Grants
| Element | Performance Metric(s) | Weight | Performance Period | Vesting | 2024 Grant (CFO) |
|---|---|---|---|---|---|
| PRSAs (Performance‑Based RS) | Bank Core ROAA (60%); Relative Core Bank Efficiency Ratio vs KBW Nasdaq Regional Bank Index (40%) | 50% of LTI | 1/1/2024–12/31/2026 | Cliff vest post‑performance; settle Q1 2027 | 7,331 shares at target |
| RSAs (Time‑Based RS) | Service | 25% of LTI | — | 1/3 annually starting 3/6/2025 | 3,666 shares |
| NQSOs (Time‑Based Options) | Service | 25% of LTI | — | 1/3 annually starting 3/6/2025 | 9,856 options @ $16.49 strike |
- 2024 LTIP target size for Gibney: 60% of base salary .
Equity Ownership & Alignment
Beneficial Ownership and In‑the‑Money Instruments (as of Record Date/12‑31‑2024)
| Item | Amount |
|---|---|
| Shares beneficially owned | 241,914 (includes 10,000 held by spouse) |
| Shares acquirable within 60 days via options | 247,751 |
| % of shares outstanding | 0.47% |
| Ownership guidelines | Senior Executive Vice Presidents: 3x base salary |
| Compliance with ownership guidelines | All current NEOs in compliance as of 12/31/2024 |
| Anti‑hedging/pledging policy | Hedging and pledging prohibited; no unapproved trading plans |
| Pledged shares | None indicated; table notes pledge status, and policy prohibits pledging |
Unvested/Outstanding Awards (12/31/2024)
| Award Type | Quantity | Key Terms |
|---|---|---|
| 2019 Options (Exercisable) | 240,000 @ $15.60; exp. 7/23/2029 | Fully vested; legacy grant . |
| 2023 Options | 4,466 exercisable / 8,932 unexercisable @ $15.94; exp. 5/1/2033 | Vests in ~3 equal installments starting 5/1/2024 . |
| 2024 Options | 9,856 unexercisable @ $16.49; exp. 3/6/2034 | Vests in 1/3 tranches starting 3/6/2025 . |
| 2023 RSAs (unvested) | 3,070 | Time‑based; tranches vest 5/1/2025 and 5/1/2026 . |
| 2024 RSAs (unvested) | 3,666 | Time‑based; tranches vest 3/6/2025, 3/6/2026, 3/6/2027 . |
| 2023 PRSAs (max units shown) | 13,814 | Performance 2023–2025; vest post‑performance period . |
| 2024 PRSAs (max units shown) | 10,997 | Performance 2024–2026; vest post‑performance period . |
- Upcoming vesting events may increase potential selling liquidity around 3/6/2025, 3/6/2026, 3/6/2027 and 5/1/2025, 5/1/2026, subject to blackout and trading policies .
Retirement/Deferred Balances (CFO)
| Plan | 2024 Company Contribution ($) | Aggregate Balance 12/31/2024 ($) |
|---|---|---|
| ESOP SERP | 10,547 | 167,889 |
| SIM (Non‑Qualified Savings Plan) | — | 321,654 |
Employment Terms
- Agreement: Two‑year employment agreement with annual 12‑month extensions unless notice is provided; includes participation in short‑ and long‑term incentive plans and continued fringe benefits .
- Severance (without cause / good reason): 2x (salary + target bonus) paid over 24 months; COBRA reimbursement for 24 months (net of active employee cost); release required .
- Change of Control (double trigger within 24 months): 3x (salary + target bonus) lump sum; prior‑year bonus lump sum; 36 months of COBRA equivalency (net) .
- Equity on CIC: Unvested awards vest if not assumed, or upon involuntary separation without cause within 12 months post‑CIC; PRSAs settle per plan terms .
- Death/Disability: One times (salary + target bonus) less LTD (for disability); life insurance program benefits; supplemental life for NEOs (other than CEO) equals 1.5x base salary .
Estimated Payments by Scenario (as of 12/31/2024)
| Scenario | Expected Post-Termination ($) | Exec Life Insurance ($) | PAIP ($) | Equity Acceleration ($) | ESOP SERP ($) | Total ($) |
|---|---|---|---|---|---|---|
| Death | 712,800 | 668,500 | 142,852 | 237,261 | — | 1,761,413 |
| Disability | 712,800 | — | 142,852 | 237,621 | — | 1,092,913 |
| Involuntary (no CIC) | 1,629,980 | — | — | — | — | 1,629,980 |
| Involuntary/Good Reason (after CIC) | 2,404,308 | — | — | 498,758 | 315,502 | 3,218,568 |
Compensation Structure Analysis
- Mix and risk alignment: Majority of LTI at risk and performance‑based (50% PRSAs; 25% RSAs; 25% options); STIP and LTIP both tied to Bank‑level metrics (ROAA, efficiency ratio, NPAs) .
- Year‑over‑year: 2024 base salary held flat vs 2023; PAIP paid at 53.44% of target reflecting under‑threshold core net income and mixed operational results; LTI target maintained at 60% of base for CFO .
- Governance safeguards: Clawback policy updated in 2023 to meet SEC/Nasdaq 10D‑1; robust share ownership guidelines (Senior EVP: 3x salary) with all current NEOs in compliance; explicit prohibitions on hedging/pledging/unapproved trading plans; double‑trigger CIC; no option repricing; no tax gross‑ups .
- Shareholder support: Say‑on‑Pay approval 98.2% on 6/6/2024 .
- Peer benchmarking: Pearl Meyer advising; 2024 peer group of 22 regional banks (median assets ~$12.0B vs Company $10.1B as of 6/30/2023) .
Risk Indicators & Red Flags
- Pledging/Hedging: Prohibited; alignment positive .
- 280G treatment: “Best net benefits” to avoid excise tax drag; mitigates excessive parachute risk .
- Section 16(a) compliance: Company disclosed several late Form 4s in 2024 for certain officers (not including the CFO) .
- Insider trading policy: Enhanced, with Exhibit cited in 10‑K; robust governance .
Equity Ownership & Alignment (Detail)
| Beneficial Ownership Breakdown (select items) | Count |
|---|---|
| ESOP shares | 6,451 |
| SERP (ESOP SERP) notional shares | 9,947 |
| Stock‑Based Deferral Plan shares | 1,953 |
| Unvested RS (2019 Plan) | 42,890 (prior proxy) / 43,461 (current proxy) – unvested restricted under 2019 Plan; current proxy listing for Gibney shows 43,461 |
| Note on spouse holdings | Includes 10,000 shares held by spouse |
Performance & Track Record
- 2024 operational highlights: Net interest margin stabilized and began expanding intra‑year; deposits grew 3.2%; wholesale borrowings declined from 14.4% to 10.3% of assets; NPAs at 0.22% of assets; added ABL and equipment finance; digital enhancements progressed .
- Pay‑versus‑performance context (Company): TSR value $93 (vs peer $111), Net Income $(11,653)k, Bank Core ROAA 0.19% .
- Committee pay design emphasizes bank‑level efficiency and ROAA to align with long‑term value creation .
Employment Terms (Other Provisions)
- Life insurance benefit for NEOs (other than CEO): 1.5x base salary supplemental, in addition to basic program limits .
- Equity grant timing: Fixed calendar cadence (typically March); not timed around MNPI .
- Risk assessment: 2024 third‑party review concluded incentive plans do not encourage excessive risk taking .
Investment Implications
- Alignment: Strong—meaningful stock ownership requirements (3x salary) and prohibition on hedging/pledging reduce misalignment risk; compliance confirmed as of year‑end 2024 .
- Incentive quality: Mix leans toward measurable bank‑level outcomes (ROAA, efficiency, NPAs); 2024 result of 53% of target indicates design sensitivity to under‑performance—a positive indicator for pay‑for‑performance integrity .
- Retention/economic exposure: Multi‑year PRSAs and 3‑year vesting on RS/Options, plus double‑trigger CIC with 3x multiple, provide retention but also manageable shareholder cost; “best net benefits” mitigates 280G excise inefficiency .
- Near‑term selling pressure: Vesting schedules in March (2025–2027) and May (2025–2026) may create periodic liquidity events; however, trading is constrained by blackout and anti‑hedging/pledging policies .
- Governance risk: No single‑trigger CIC; clawback in place; strong Say‑on‑Pay support suggests low external compensation risk premium .
