Jenifer W. Walden

About Jenifer W. Walden

Jenifer W. Walden is Executive Vice President and Chief Human Resources Officer (CHRO) of Columbia Financial, Inc. (CLBK) and Columbia Bank, appointed effective September 2022. She is not a director; she serves as an executive officer and therefore is not an “independent director.” Ms. Walden has 25+ years in human capital leadership across financial services, consulting, technology, and manufacturing; she is a doctoral candidate in strategic leadership (Liberty University), holds an M.S. in Organizational Development & Leadership (St. Joseph’s University), and a B.A. from St. Lawrence University. Age 57 as of 12/31/2024 .

Past Roles

Organization	Role	Tenure	Committees/Impact
Nice-Pak Products	Global Director of Talent Management, HR	2021 – Jun 2022	Led global talent initiatives
USEReady	Senior Vice President, Human Resources	2020 – 2021	Built HR capability in tech start-up context
Valley Bank	Director of Talent, First Senior Vice President	2018 – 2020	Talent leadership at mid-cap bank
Prudential Financial (Insurance & Annuities)	Senior HR Business Partner and IT Recruitment Leader	2013 – 2018	Enterprise IT talent and HRBP leadership
Prudential Financial (PGIM/Prudential Real Estate Investors)	Director of Human Resources	2010 – 2013	HR leadership at asset manager
Ernst & Young LLP	Various positions	1994 – 2010	Progressive HR/people roles at Big Four firm

External Roles

Organization	Role	Tenure	Notes
—	—	—	No public company directorships or external public roles disclosed .

Board Governance

Status: Executive officer (EVP, CHRO), not a director; therefore no board committee assignments, chair roles, or director attendance measures apply to Ms. Walden .
Human capital oversight: The Compensation Committee oversees company-wide human capital management policies and incentive risk, intersecting with CHRO remit .
Independence/insider policies: CLBK prohibits hedging and pledging of company stock by officers and directors; the company maintains robust recoupment (clawback) policies updated in 2023 and stock ownership guidelines for executives and non-employee directors (EVPs: 2x–3x base salary, timing thresholds for compliance) .

Fixed Compensation

Not disclosed: Ms. Walden is not a named executive officer (NEO); individual base salary and cash retainers are not itemized in the proxy. Company-wide NEO framework sets base pay via peer benchmarking, role scope, and performance; 2024 NEO base salaries were held flat vs. 2023 .

Performance Compensation

Not disclosed for Ms. Walden individually. Context: Company NEO programs combine annual cash (PAIP) and 3-year LTIP equity (50% performance RSAs, 25% time RSAs, 25% options). 2024 PAIP corporate metrics were Bank Core Net Income, Core Efficiency Ratio, and Non-Performing Assets/Assets; 2024 LTIP metrics are 3-year ROAA (60%) and relative Core Bank Efficiency Ratio vs. KBW Nasdaq Regional Bank Index (40%) .

2024 PAIP Corporate Measures	Threshold	Target	Stretch	Actual	Earned % of Target
Core Net Income of Columbia Bank ($mm)	22.50	53.65	84.80	19.65	0.00%
Core Efficiency Ratio of Columbia Bank (%)	82.0%	71.0%	60.0%	79.7% (committee-adjusted for non-recurring fees)	89.08%
Non-Performing Assets / Total Assets (%)	0.50%	0.25%	0.10%	0.24%	104.17%

2024–2026 LTIP Metrics	Design	Weight	Notes
Absolute Core Bank ROAA	3-year average vs annual targets	60%	Aligns awards to earnings growth targets
Relative Core Bank Efficiency Ratio	3-year average vs KBW Nasdaq Regional Bank Index	40%	Benchmarks operating efficiency vs peers

Other Directorships & Interlocks

None disclosed for Ms. Walden. Compensation Committee interlocks: none among committee members; no insider participation as of 2024 .

Expertise & Qualifications

Education: Doctoral candidate in strategic leadership (Liberty University); M.S. Organizational Development & Leadership (St. Joseph’s University); B.A. (St. Lawrence University) .
Functional expertise: Human capital strategy, talent management, executive recruitment, organizational development across financial services, consulting, and industry (Fortune 50 to mid-cap) .

Equity Ownership

Metric	Q1 2024	Q1 2025
Shares Beneficially Owned	20,360	29,096
Shares Acquirable via Options (≤60 days)	3,913	7,462
Percent of Shares Outstanding	—	0.03%
ESOP Shares	982	2,073
SERP (share equivalents)	45	45
401(k) Plan (share equivalents)	—	—
Savings Income Maintenance Plan (share equivalents)	14	14
Stock-Based Deferral Plan (share equivalents)	1,248	2,372
Unvested Restricted Stock (2019 Equity Incentive Plan)	17,422	21,951

Pledging/Hedging: Company policy prohibits hedging and pledging of company stock by officers and directors .
Ownership guidelines: Executives subject to share ownership multiples (EVPs 2x–3x base salary, staged timelines); reviewed annually by the Nominating/Corporate Governance Committee .

Employment & Contracts

Role start: Appointed EVP, CHRO effective September 2022 .
Employment agreement: An employment agreement with Ms. Walden is on file and incorporated by reference (Exhibit 10.9) in CLBK’s 2023 Form 10-K exhibit index, originally filed with the Q2 2022 Form 10-Q on August 9, 2022 (terms not summarized in the proxy/10-K) .

Insider Trades and Compliance

Year	Item	Note
2024	Late Form 4 filing	One late Form 4 reported for Ms. Walden (single transaction)

Related-Party Transactions and Conflicts

Policy: CLBK maintains a written Policy and Procedures Governing Related Person Transactions covering transactions over $120,000 involving directors, nominees, executive officers, 5% holders, and their immediate family/affiliates; review/approval required .
Board independence determinations consider ordinary-course deposit/credit relationships and confirm they are arm’s length and compliant; not applicable to Ms. Walden’s director independence (she is an executive, not a director) .

Say-on-Pay & Shareholder Feedback

2024 say-on-pay approval: 98.2% of votes cast supported the executive compensation program, signaling strong investor support for CLBK’s pay practices .

Compensation Committee Analysis (context)

Composition/independence: Compensation Committee chaired by Elizabeth E. Randall; all members independent .
Consultant: Pearl Meyer engaged since 2022 for executive and director pay benchmarking; no conflicts identified .
Scope: Oversees incentive plan risk, executive/NEO pay, equity plans, severance/change-in-control arrangements, and human capital strategy .

Governance Assessment

Strengths and alignment
- Clear anti-hedging/pledging and robust clawback policies improve alignment and mitigate risk .
- Formal stock ownership guidelines for executives and directors support long-term alignment; board annually reviews compliance .
- High say-on-pay support (98.2% in 2024) indicates investor confidence in compensation governance .
- Ms. Walden’s background aligns with CLBK’s emphasis on human capital and culture initiatives overseen by the board committees .
Watch items
- Administrative compliance: one late Form 4 in 2024 for Ms. Walden (and several other executives) — a minor process flag; monitor for recurrence. This is not indicative of trading impropriety but suggests room to tighten Section 16 reporting controls .
- Disclosure limits: As a non-NEO executive, detailed individual compensation metrics and severance/change-of-control terms are not disclosed in the proxy; the existence of an employment agreement is confirmed, but specifics require review of the 10-Q exhibit filing .
No red flags identified for related-party transactions, hedging/pledging, or share pledges involving Ms. Walden based on current disclosures .

Note: Ms. Walden is an executive officer (EVP, CHRO), not an independent director. Accordingly, director-specific items like board committee membership, director retainer fees, and director meeting attendance do not apply to her current role .