Michael Massood
Columbia FinancialAbout Michael Massood
Michael Massood, 71, has served on Columbia Financial, Inc.’s (CLBK) board since 2003. He is President of Massood & Company, P.A., CPAs, and is designated by the board as an Audit Committee Financial Expert. He is an independent director and currently serves as Chair of the Audit Committee, bringing deep accounting and financial oversight expertise to the board.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Massood & Company, P.A., CPAs | President | Not disclosed | CPA-led firm; relevant financial/accounting expertise used in board role |
External Roles
| Organization | Public/Private | Role | Committees | Notes |
|---|---|---|---|---|
| None disclosed | — | — | — | No other public company directorships disclosed |
Board Governance
| Item | Detail |
|---|---|
| Independence | Independent director; board affirmatively determined all directors except the CEO are independent under Nasdaq/SEC rules |
| Committee assignments | Audit (Chair), Nominating/Corporate Governance, Risk, Technology |
| Audit Committee financial expert | Yes (SEC rules) |
| 2024 committee meeting counts | Audit: 12; Nominating/Corporate Governance: 6; Risk: 5; Technology: 5 |
| Board/committee attendance | No director attended fewer than 75% of meetings in 2024 |
| Annual meeting attendance | All directors attended the 2024 annual meeting |
| Board leadership | Independent Chair (Noel R. Holland); CEO not Chair |
| Term status | Term expiring in 2027; Director since 2003 |
| MHC control context | Columbia Bank MHC owned 72.4% of shares as of Apr 14, 2025, influencing director elections |
Fixed Compensation
Compensation structure (directors; 2024):
| Component | Amount |
|---|---|
| Annual Cash Retainer (non-Chair) | $85,000 |
| Board Chair Annual Cash Retainer | $158,500 |
| Annual Restricted Stock Award | $50,000 |
| Committee Chair Retainers | Audit: $7,500; Compensation: $7,500; Nominating/Corporate Governance: $2,500; Operations & Strategic Planning: $2,500 |
| Committee Member Retainers | Audit: $9,000; Compensation: $9,000; Nominating/Corp Gov: $5,200; Risk: $5,200; Ops & Strategic Planning: $6,500; Technology: $6,500 |
| Notes | Per-meeting fees eliminated in 2024; moved to retainer model |
2024 actual director compensation (Massood):
| Component | 2024 Amount |
|---|---|
| Fees earned or paid in cash | $118,400 |
| Stock awards (grant-date fair value) | $50,008 |
| All other compensation | $16,609 (includes imputed BOLI income and health insurance premiums) |
| Total | $185,017 |
Director benefits and ownership policy:
- Benefits: Health insurance and limited life insurance coverage are provided to directors .
- Ownership guideline: 3x annual cash board retainer; all non-employee directors are compliant or within phase-in .
Performance Compensation
Director equity awards are time-based (not performance-based).
| Grant Date | Instrument | Shares | Grant-Date Fair Value | Vesting |
|---|---|---|---|---|
| Mar 7, 2024 | Restricted Stock | 3,018 | $50,008 | Vested Mar 7, 2025 (1-year cliff) |
Note: No performance metrics are tied to director equity grants; they are time-vested .
Other Directorships & Interlocks
| Company | Public? | Role | Interlocks/Conflicts |
|---|---|---|---|
| None disclosed | — | — | No interlocks disclosed |
Expertise & Qualifications
- Certified Public Accountant; President of a CPA firm .
- Audit Committee Financial Expert (SEC designation) .
- Board skills matrix flags expertise across audit/financial, risk, technology/cyber, M&A, ESG, executive/industry knowledge .
Equity Ownership
| Metric | Value |
|---|---|
| Beneficially owned shares | 99,873 |
| Options exercisable within 60 days | 83,294 |
| Percent of shares outstanding | 0.17% |
| Unvested restricted (2019 plan) | 3,207 shares (director equity program) |
| Shares pledged | None indicated (“Unless otherwise indicated, none of the shares listed are pledged”) |
| Anti-hedging/pledging policy | Hedging and pledging prohibited for directors/officers |
| Ownership guideline | 3x annual cash retainer; board reports compliance or within phase-in for all non-employee directors |
Related-Party Exposure and Policies
- Policy: Related person transactions are reviewed under a written policy; Audit Committee approval required; transactions must be on market terms .
- Loans: Aggregate loans to directors/executive officers and affiliates were $2.6 million at Dec 31, 2024, all performing per original terms; bank loans to insiders must comply with regs and be on substantially the same terms as to others (or under broadly available employee programs) .
- Specific transactions: No Massood-specific related-party transactions disclosed in the proxy .
Insider Filings/Trades
| Indicator (2024) | Result |
|---|---|
| Late Form 4 filings (Massood) | None disclosed; late filings noted for other insiders (not including Massood) |
Say-on-Pay & Shareholder Signals (context)
- 2024 Say-on-Pay approval: 98.2% of votes cast, signaling investor support of executive compensation governance (board oversight) .
Governance Assessment
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Strengths
- Longstanding independent director with deep accounting expertise; designated Audit Committee Financial Expert and Audit Chair — supports robust financial reporting oversight .
- Broad committee engagement (Audit Chair; member of Nominating/Corporate Governance, Risk, Technology) ensures visibility across risk, governance, and tech/cyber domains .
- Attendance solid (no director below 75%); all directors attended 2024 annual meeting — positive engagement signal .
- Strong alignment policies (anti-hedging/pledging; director ownership guideline of 3x retainer) .
- High Say-on-Pay support (98.2%), indirectly reflecting confidence in board’s comp oversight .
-
Watch items / potential red flags
- Tenure since 2003: valuable institutional knowledge but may raise board refreshment/independence optics for some investors; note independent status affirmed annually .
- Director benefits (health insurance, BOLI imputed income) and relatively meaningful “All Other Compensation” ($16,609) may be scrutinized by governance-focused investors; still permitted and disclosed .
- Majority control by MHC (72.4%) reduces outside shareholder influence on director elections, potentially muting external accountability pressures .
-
Conflict review
- No Massood-specific related-party transactions disclosed; policy and regulatory framework govern any insider loans and related transactions .
Overall, Massood’s CPA background, Audit Chair role, and financial expert designation bolster board effectiveness on financial controls and reporting. Areas to monitor include ongoing board refreshment practices given long tenure and director benefit optics, especially under the MHC-controlled ownership context .
