Noel R. Holland
Columbia FinancialAbout Noel R. Holland
Noel R. Holland, age 74, is an independent director of Columbia Financial, Inc. (Columbia Bank) and has served on the board since 1995. He is the independent Chair of the Board, bringing decades of legal and real estate transactional experience from his prior career as a partner at Andersen & Holland (retired March 2017), and currently leads the Board’s risk and technology oversight as chair of the Risk and Technology Committees .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Andersen & Holland (Midland Park, NJ) | Partner (retired) | Jan 1976 – Mar 2017 | Real estate transactional expertise and legal counsel experience leveraged for board oversight |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| — | — | — | No other public company directorships disclosed for Mr. Holland in the proxy statement |
Board Governance
- Board leadership: Independent Chair of the Board; CEO role is separate (Thomas J. Kemly, President & CEO), enhancing independence and oversight .
- Independence: Board determined all directors except the CEO are independent under Nasdaq/SEC rules; ordinary-course banking relationships did not impair independence .
- Attendance: In 2024, no director attended fewer than 75% of total board/committee meetings; all directors attended the 2024 annual meeting .
- Majority control context: Columbia Bank MHC owns 72.4% of outstanding shares; the MHC typically votes per Board recommendations, a structural factor for minority shareholders to note .
Committee assignments and leadership (2024):
| Committee | Role | 2024 Meetings |
|---|---|---|
| Risk Committee | Chair | 5 |
| Technology Committee | Chair | 5 |
| Audit Committee | Member | 12 |
| Compensation Committee | Member | 8 |
| Nominating/Corporate Governance Committee | Member | 6 |
| Operations & Strategic Planning Committee | Member | 4 |
Fixed Compensation
Director pay structure (effective 2024):
| Component | Amount |
|---|---|
| Annual cash retainer (non-chair) | $85,000 |
| Board Chair annual cash retainer | $158,500 |
| Committee chair retainers | Audit $7,500; Compensation $7,500; Nominating/CG $2,500; Operations/Strategic Planning $2,500 |
| Committee member retainers | Audit $9,000; Compensation $9,000; Risk $5,200; Ops/Strategic Planning $6,500; Technology $6,500 |
| Annual restricted stock award | $50,000 value |
2024 director compensation (actual):
| Name | Fees Earned or Paid in Cash ($) | Stock Awards ($) | All Other Compensation ($) | Total ($) |
|---|---|---|---|---|
| Noel R. Holland | 199,900 | 50,008 | 6,425 | 256,333 |
- Program change: In 2024, the Company eliminated per-meeting fees and moved to a retainer-based system, aligning with market practices .
- Director benefits: Health insurance and limited life insurance; “All Other Compensation” includes imputed income and any director health premiums as disclosed .
Performance Compensation
- Equity form: Time-based restricted stock (no performance conditions) for non-employee directors .
- 2024 grant details: Each non-employee director received 3,018 shares on March 7, 2024 (grant-date fair value $50,008); the award vested on March 7, 2025 .
| Grant Date | Instrument | Shares/Units | Grant-Date Fair Value ($) | Vesting |
|---|---|---|---|---|
| Mar 7, 2024 | Restricted Stock (time-based) | 3,018 | 50,008 | Vested Mar 7, 2025 |
- Clawback/recoupment: Company maintains clawback policies compliant with SEC/Nasdaq, plus supplemental recoupment for misconduct; anti-hedging and anti-pledging policies apply to directors and officers .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards | None disclosed |
| Compensation Committee interlocks | None; no insider participation or interlocks requiring disclosure |
Expertise & Qualifications
- Board skills matrix flags Mr. Holland with capabilities in: Audit/Financial, Commercial Real Estate, ESG, Executive Experience, Industry Knowledge, M&A, Risk, and Technology/Cyber .
- Chair roles in Risk and Technology committees underscore his leadership in enterprise risk, cybersecurity, and technology oversight .
Equity Ownership
| Holder | Shares Beneficially Owned | Options Exercisable Within 60 Days | Percent of Outstanding | Notable Details |
|---|---|---|---|---|
| Noel R. Holland | 92,905 | 83,294 | 0.17% | Includes 9,899 shares in Stock-Based Deferral Plan and 3,207 unvested restricted shares under 2019 Equity Plan |
| Pledging status | — | — | — | Unless otherwise indicated, none of the listed shares are pledged as security (applies to directors’ table) |
Director stock ownership guidelines:
- Requirement: Hold Company stock equal to 3x annual cash Board retainer; all non-employee directors are either compliant or within phase-in .
- Anti-hedging/pledging: Directors may not hedge or pledge Company stock .
Governance Assessment
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Strengths
- Independent Chair with long tenure and deep legal/real estate background; central to board oversight and effectiveness .
- Extensive committee engagement, including chairing Risk and Technology—critical for regulated banking, cybersecurity, and operational oversight .
- Robust governance policies: director independence affirmed; anti-hedging/pledging; clawback regimes; related-party transactions screened by Audit Committee; no compensation committee interlocks .
- Director compensation mix includes equity, aligning interests; directors subject to ownership guidelines at 3x retainer .
- Attendance and engagement: no director below 75% attendance; all directors attended 2024 annual meeting .
- Shareholder support signal: Say-on-Pay 98.2% approval in 2024, indicating broad investor support for pay practices overseen by the Compensation Committee (of which Mr. Holland is a member) .
-
Watch items / structural considerations
- Control structure: Columbia Bank MHC owns 72.4% of shares and generally votes per Board recommendation, reducing minority shareholder influence; while common in MHC structures, investors should factor this into governance risk assessments .
- Related-party exposure: The Bank and directors may have ordinary-course deposit/credit relationships; aggregate loans to directors/executives and affiliates were ~$2.6 million at 12/31/24 and were performing; the Board deemed such relationships in ordinary course and not independence-impairing .
- Compensation judgment: In 2024, the Compensation Committee (of which Mr. Holland is a member) exercised discretion to adjust the core efficiency ratio for non-recurring professional fees under the PAIP, partially offsetting a miss on the core net income metric—investors should monitor ongoing use of adjustments in incentive metrics .
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RED FLAGS
- None specifically identified for Mr. Holland: no disclosed interlocks, no pledged shares, anti-hedging/pledging policies in place, and no attendance issues reported .
-
Director compensation structure observations
- Shift to retainer-based pay in 2024 simplifies pay and aligns with market norms; mix includes equity RSAs that vest after one year, promoting alignment without short-term meeting-fee incentives .
- 2024 actual compensation for Mr. Holland reflects elevated cash fees consistent with his service as Board Chair and multiple committee roles, plus standard equity grant .
