Paul Van Ostenbridge

About Paul Van Ostenbridge

Independent director of Columbia Financial, Inc. (CLBK), age 72, serving on the Board since 2019. Previously served as President and Chief Executive Officer of Stewardship Financial Corporation and Atlantic Stewardship Bank from 1985 until their acquisition by Columbia on November 1, 2019, bringing decades of community banking leadership to CLBK’s boardroom .

Past Roles

Board Governance

• Independence: The Board determined all directors other than the CEO are independent; Van Ostenbridge is independent under Nasdaq/SEC rules, with ordinary-course deposit/credit relationships deemed arm’s-length and not impairing independence .
• Committee assignments and chair roles:
  • Risk Committee (member)
  • Technology Committee (member)
  • Operations & Strategic Planning Committee (Chair)
• Attendance and engagement: In 2024, the Boards (Company and Bank) held 9 regular joint meetings plus 12 joint special meetings; no director attended fewer than 75% of total Board and committee meetings on which they served . All directors attended the 2024 annual meeting of shareholders .
• Board leadership: Chair of the Board is independent (Noel R. Holland), separate from the CEO role, to enhance oversight; Kemly (CEO) is not independent .

Fixed Compensation

• 2024 director compensation structure: Non-employee directors received an $85,000 annual cash retainer; committee membership retainers ranged from $5,200 (Risk) to $9,000 (Audit/Comp); committee chair retainers: $7,500 (Audit, Comp), $2,500 (Nominating/Corporate Governance, Operations & Strategic Planning); plus an annual restricted stock grant of $50,000 fair value; per-meeting fees eliminated in favor of retainers in 2024 .
• Director benefits include health insurance and limited life insurance; “All Other Compensation” includes imputed income for bank-owned life insurance and health premiums where applicable .

Notes:

• Cash retainer composition aligns exactly with published schedule: $85,000 Board retainer + Risk ($5,200), Technology ($6,500), Operations & Strategic Planning member ($6,500) + Ops/SP Chair ($2,500) = $105,700 .
• “All Other Compensation” for Van Ostenbridge includes imputed BOLI and health insurance premiums .

Performance Compensation

• Annual director equity awards: Each non-employee director received 3,018 restricted shares on March 7, 2024, $50,008 grant-date fair value, vesting on March 7, 2025 .
• Stock ownership guidelines: Directors must hold Company stock equal to 3× their annual cash Board retainer; all non-employee directors are in compliance or within the phase-in period .
• Company-wide policies supporting alignment:
  • Recoupment policy (clawback) updated in 2023 to comply with Exchange Act/Nasdaq rules, covering incentive compensation for accounting restatements, plus a supplemental policy for misconduct at SVP+ levels .
  • Anti-hedging and pledging: Prohibits hedging and pledging of Company stock by directors/officers/employees .

Expertise & Qualifications

• Board skills matrix: Van Ostenbridge is marked for audit/financial, commercial real estate, ESG, executive experience, industry knowledge, M&A, risk, and technology/cyber—reflecting broad banking and operating expertise .

Equity Ownership

• Beneficial ownership as of April 14, 2025: 22,746 shares; no options exercisable within 60 days; approximately 0.02% of outstanding shares; unless otherwise indicated, shares are not pledged .
• Unvested restricted stock (2019 Equity Incentive Plan): 3,207 shares disclosed in beneficial ownership footnotes .
• Company anti-pledging/anti-hedging policy applies to directors .
• Ownership guidelines: Directors required to hold stock equal to 3× annual cash Board retainer; directors in compliance or within phase-in period .

Governance Assessment

• Committee effectiveness: Van Ostenbridge chairs the Operations & Strategic Planning Committee, directly overseeing strategic planning alignment, and serves on Risk and Technology—key oversight areas for a regional bank (risk management, cybersecurity, and operational strategy) . This breadth is positive for board effectiveness and enterprise risk oversight .
• Independence and conflicts: Board affirmed independence; ordinary-course deposit/credit relationships for some directors (including potential family/affiliates) were arms-length, compliant, and did not impair independence—reducing conflict risk . The Company has formal policies for approval of related person transactions, enhancing controls .
• Attendance and engagement: Board and committee schedules were active (7 joint regular and 12 joint special meetings), and no director fell below the 75% threshold; all directors attended the 2024 annual meeting—strong engagement .
• Compensation alignment: Director pay is set via independent consultant, with a mix of cash and equity; equity awards and ownership guidelines support alignment with shareholder interests . Anti-hedging/pledging and clawback policies further strengthen alignment and risk controls .
• RED FLAGS: None disclosed specific to Van Ostenbridge. No pledging; no related-party transactions flagged beyond ordinary-course banking; no compensation anomalies (retainers exactly match published schedule) . Shareholder say‑on‑pay support was 98.2% in 2024, signaling investor confidence in compensation governance at CLBK .