Elizabeth E. Randall

About Elizabeth E. Randall

Independent director of Columbia Financial, Inc. (CLBK); age 71 as of April 14, 2025; director since 2003. Randall brings deep public-sector and regulatory experience as former New Jersey Commissioner of Banking and Insurance, complemented by county-level governance roles and nonprofit board service. She currently serves as Commissioner of the Bergen County Improvement Authority and sits on the audit committee of the New Jersey Municipal Excess Liability Insurance Fund, providing risk and oversight expertise relevant to a regulated bank board .

Past Roles

External Roles

Board Governance

• Independence: The Board affirmatively determined all directors other than the CEO are independent; Randall is independent under Nasdaq and SEC rules .
• Board attendance: In 2024, no director attended fewer than 75% of total Board and committee meetings on which they served; all directors attended the 2024 annual meeting .
• Leadership/structure: Independent Chair (Noel R. Holland) separate from CEO; standard U.S. bank governance practice .
• Committee assignments and meeting cadence (2024):
  • Compensation Committee (Chair): 8 meetings; oversight of pay, human capital, incentive risk, succession planning .
  • Nominating/Corporate Governance Committee (Member): 6 meetings; board composition, independence, ESG oversight .
  • Risk Committee (Member): 5 meetings; enterprise risk (credit, BSA/AML, cyber, vendor, etc.) .
  • Operations & Strategic Planning Committee (Member): 4 meetings; strategic plan oversight .
• 2025 director term reclassification: Board aligned certain director terms (including Randall) with mandatory retirement provisions to improve term structure .

Fixed Compensation (Director)

• Structure shift: In 2024 CLBK eliminated per-meeting fees and moved to retainer-based cash plus annual restricted stock for directors .
• 2024 director compensation schedule:
  • Annual cash retainer: $85,000 (non-Chair); Chair retainer: $158,500 .
  • Committee Chair retainers: Audit $7,500; Compensation $7,500; Nominating $2,500; Ops & Strategic Planning $2,500 .
  • Committee member retainers: Audit $9,000; Compensation $9,000; Risk $5,200; Ops & Strategic Planning $6,500; Technology $6,500; Nominating $5,200 .
  • Annual restricted stock award: $50,000 grant-date value (time-vested) .
• 2024 compensation for Randall (actual):
  • Cash fees: $118,400; Stock awards: $50,008; All other: $1,243; Total: $169,651 .
  • 2024 equity grant detail: 3,018 shares; grant-date value $50,008; granted March 7, 2024; vested March 7, 2025 .

Director benefits include health insurance and limited life insurance coverage .

Performance Compensation (Oversight focus; directors do not have performance-based pay)

CLBK does not disclose performance-conditioned director equity; non-employee director equity is time-vested restricted stock . As Compensation Committee Chair, Randall oversees NEO pay programs and performance metrics:

Say-on-Pay 2024 support: 98.2% approval of NEO compensation—strong signal endorsing committee oversight .

Other Directorships & Interlocks

• Current public company boards: None disclosed .
• Compensation Committee interlocks: None; no member is/was an officer or had relationships requiring related-party disclosure .

Expertise & Qualifications

Board skills matrix attributes for Randall include audit/financial, commercial real estate, ESG, executive experience, industry knowledge, M&A, risk, and technology/cyber—indicating broad governance and risk oversight capability .

Equity Ownership

• Beneficial ownership (as of April 14, 2025):
  • Shares owned: 102,774; Options exercisable within 60 days: 62,474; Percent of outstanding: 0.16% .
  • Breakdown: 8,482 shares in Stock Based Deferral Plan; 3,207 unvested restricted shares under 2019 Equity Incentive Plan .
  • Pledging: Unless otherwise indicated, none of the shares listed are pledged; no pledging permitted under policy .

• Ownership alignment policies:
  • Director stock ownership guideline: ≥3x annual cash Board retainer; all non-employee directors are either compliant or within phase-in .
  • Anti-hedging and anti-pledging: Directors/officers prohibited from hedging or pledging company stock .

Related-Party Exposure and Conflicts

• Related-person transaction policy: Audit Committee review/approval, arm’s-length terms; Board independence determination considered ordinary-course banking relationships .
• Director/officer loans: Permitted if on substantially the same terms as for the public or broad-based employee programs; aggregate loans to directors/officers/affiliates were $2.6 million at 12/31/2024 and were performing per original terms .
• Compensation Committee interlocks: None (reduces conflict risk) .

Governance Assessment

• Strengths
  • Independent director with regulatory background; chairs Compensation Committee with clear oversight of incentive risk and HCM; strong say-on-pay result (98.2%) supports committee credibility .
  • Robust governance practices: separate Chair/CEO; active committee structure with defined charters; annual self-assessment and continuing education .
  • Alignment policies: stock ownership guidelines; anti-hedging/pledging; updated clawback compliant with Nasdaq rules .
  • Attendance/engagement: No director <75% attendance; attendance at annual meeting .
• Watch items / potential red flags
  • Ordinary-course director/officer loans exist at the bank level, though disclosed as on market terms and performing (common in banking; monitor for any changes) .
  • Director benefits (health/life insurance) modest; maintain focus on overall director pay mix and market alignment; 2024 shift to retainers reduces meeting-fee incentives .
• Overall view: Randall’s regulatory and public-sector finance experience enhance board effectiveness on risk and compensation oversight; independence, attendance, and ownership alignment policies support investor confidence .