Mayra L. Rinaldi

About Mayra L. Rinaldi

Executive Vice President, Corporate Governance & Culture and Corporate Secretary at Columbia Financial, Inc. (CLBK); appointed to her EVP role in December 2022 after 20+ years with Columbia Bank since 2000, including serving as Senior Vice President, Corporate Governance since 2014 . She oversees corporate governance, executive administration, community development, facilities, SEC/regulatory compliance, ESG strategy, and related culture oversight, and chairs the company Ethics Committee; she also serves as the Board’s primary contact for shareholder communications in her Corporate Secretary capacity . Education: B.S. in Finance from Kean University; graduate of the Stonier School of Banking; age 41 as of year-end 2024 . Company performance context during her current tenure: CLBK reported Bank-level Core ROAA of 0.19% and GAAP net loss of $11.7 million in 2024, following net income of $36.1 million in 2023 and $86.2 million in 2022; cumulative TSR “value of $100” ended 2024 at 93 (peer group 111) .

Past Roles

External Roles

No external public-company directorships or committee roles disclosed in Company filings for Ms. Rinaldi .

Fixed Compensation

• Individual base salary, target bonus %, and actual bonus paid for Ms. Rinaldi are not disclosed (she is not a Named Executive Officer in the proxy). The Compensation Committee sets base salaries annually based on performance and peer benchmarking, and kept 2024 bases flat vs. 2023 for NEOs .
• Stock ownership guidelines require executives to hold significant stock: CEO 5x base salary; Senior EVPs 3x; Executive Vice Presidents 2x–3x depending on appointment date; compliance reviewed annually .
• Governance practices include no tax gross-ups, no hedging/pledging, and no single-trigger CIC severance; incentive compensation subject to clawback under SEC/Nasdaq-compliant recoupment policy .

Performance Compensation

• Annual cash incentive program (PAIP) applies to exempt employees including NEOs; corporate metrics are used across executives, with individual/department scorecards layered for many roles. For 2024, corporate goals were Core Net Income, Core Efficiency Ratio, and Non-Performing Assets/Total Assets .

• Committee-certified achievement: 2 of 3 corporate goals met (NPAs/Assets and adjusted Core Efficiency Ratio); Core Net Income not met .
• LTIP (2019 Equity Plan): 2024 grants for NEOs allocated 50% PRSAs (3-year performance, cliff vest), 25% time-based RSAs, 25% NQSOs; RSAs and options vest in three equal annual installments beginning March 6, 2025. PRSAs settle after the performance period in Q1 2027; performance metrics are 60% Absolute Core Bank ROAA and 40% Relative Core Bank Efficiency Ratio vs KBW Nasdaq Regional Bank Index peers .

Note: Individual PAIP weightings for Ms. Rinaldi are not disclosed; PAIP applies broadly with corporate plus individual/department goals for many executives .

Equity Ownership & Alignment

• Beneficial ownership as of proxy record dates shows meaningful direct and plan-based holdings and a sizeable pool of unvested restricted stock under the 2019 Equity Plan; no pledging indicated for named individuals in the table .

• Footnote: Includes 1,624 shares held by spouse and 240 shares in trust for one child and a godchild .

Stock Ownership Guidelines and Policies

• Executive stock ownership guidelines: EVP requirement is 2x–3x base salary with time-phased compliance (25% by year 2, 50% by year 3, full by year 5) .
• No hedging or pledging permitted under Company policies .
• Clawback/recoupment policy compliant with SEC/Nasdaq for incentive-based compensation restatements; supplemental misconduct clawback applies to SVP+ officers and can reach time-based equity .

Employment Terms

• Corporate Secretary responsibilities: shareholder communications routed to Ms. Rinaldi’s office; she is appointed as a proxy alongside CFO for the annual meeting .
• Change-in-control and severance architecture disclosed for certain NEOs (e.g., COO, CRO, Head of Consumer Banking) shows double-trigger CIC with equity acceleration; however, specific employment agreement terms for Ms. Rinaldi are not disclosed in the proxy .
• Company-level governance: no single-trigger CIC severance in employment agreements; perquisites limited; compliance and risk oversight embedded in compensation design .

Investment Implications

• Alignment and retention: Long tenure, central governance/ESG role, and meaningful unvested equity suggest retention incentives through 2027; no pledging or hedging permitted and clawbacks in place, reducing misalignment risk .
• Insider selling pressure: Time-based RSAs and options vest annually beginning March 6, 2025; PRSAs settle in Q1 2027; these windows can drive incremental selling liquidity, though her individual PAIP/LTIP grant sizes are not disclosed, tempering precision on expected flows .
• Pay-for-performance: Corporate PAIP metrics emphasize Core Net Income, Efficiency Ratio, and credit quality (NPAs), with 2024 outcomes mixed—NPAs/Assets above target, efficiency near target after adjustment, and net income below threshold—indicating tighter cash incentive payouts for 2024; this structure ties incentives to bank fundamentals relevant for TSR recovery .
• Transparency gap: As a non-NEO, Ms. Rinaldi’s specific cash/equity grant and severance terms are not disclosed, limiting granular pay-for-performance and CIC modeling, but executive-wide policies (ownership multiples, clawbacks, no pledging/hedging) support alignment .