Robert Van Dyk
Columbia FinancialAbout Robert Van Dyk
Robert Van Dyk (age 72) is an independent director of Columbia Financial, Inc. (CLBK) who has served on the Board since 1994. He is President and Chief Executive Officer of Van Dyk Health Care since July 1994 and has served as President and CEO of two other hospitals since 1980; he has chaired two separate national health care organizations and serves across multiple civic and charitable bodies. His Board roles include Chair of the Nominating/Corporate Governance Committee and member of the Compensation, Risk, and Operations & Strategic Planning Committees; he is designated independent under Nasdaq standards, and no director attended fewer than 75% of board and committee meetings in 2024.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Two unnamed hospitals | President & Chief Executive Officer | Since 1980 | Led hospital operations; chaired two separate national health care organizations (governance leadership) |
| Various civic/charitable organizations | Board/Committee member | Ongoing | Community engagement within CLBK markets |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Van Dyk Health Care | President & Chief Executive Officer | Since July 1994 | Health care services company; extensive local market ties |
| Two unnamed hospitals | President & Chief Executive Officer | Since 1980 | Ongoing executive leadership |
Board Governance
- Independence: Independent director under Nasdaq listing standards; Board composition includes eight independent directors and one executive (CEO).
- Committee assignments (2024–2025): Chair, Nominating/Corporate Governance; Member, Compensation; Member, Risk; Member, Operations & Strategic Planning.
- Board/committee meeting cadence and attendance:
- Audit (12 meetings in 2024; not a member), Compensation (8), Nominating/Corporate Governance (6), Risk (5), Technology (5; not a member), Operations & Strategic Planning (4). No director attended fewer than 75% of board and committee meetings in 2024; all directors attended the 2024 annual meeting.
| Committee | Role | Meetings (2024) | Key Oversight |
|---|---|---|---|
| Nominating/Corporate Governance | Chair | 6 | Board size/skills, director selection, ESG oversight, board evaluations, education |
| Compensation | Member | 8 | CEO goals/comp; exec comp plans, risk review, succession, human capital, director comp |
| Risk | Member | 5 | Enterprise risk, BSA/fraud/cyber/vendor/credit/ops risk |
| Operations & Strategic Planning | Member | 4 | Strategic plan oversight |
Fixed Compensation
- Structure change: CLBK eliminated per-meeting fees in 2024 and implemented retainer-based director compensation.
- Director cash/equity framework (non-employee directors, 2024): Annual cash retainer $85,000; Committee chair/member retainers as below; annual restricted stock award $50,000; Board Chair retainer $158,500.
| Component | Amount ($) | Source |
|---|---|---|
| Annual Cash Retainer | 85,000 | Program terms |
| Nominating/Corporate Governance – Chair Retainer | 2,500 | Program terms |
| Nominating/Corporate Governance – Member Retainer | 5,200 | Program terms |
| Compensation – Member Retainer | 9,000 | Program terms |
| Risk – Member Retainer | 5,200 | Program terms |
| Operations & Strategic Planning – Member Retainer | 6,500 | Program terms |
| Board Chair Retainer | 0 (not applicable) | Program terms |
| All Other Compensation | 0 (— in table) | Actuals |
| Total Cash Fees (Actual 2024) | 113,400 | Director compensation table |
2024 cash fees equal the sum of the retainer-based components, matching the reported $113,400.
Performance Compensation
- Equity award type: Time-based Restricted Stock (non-employee directors).
- Grant specifics (2024): 3,018 shares granted March 7, 2024; grant-date fair value $50,008; vests March 7, 2025 (one-year time-based vesting).
| Equity Component | Shares | Grant Date | Fair Value ($) | Vesting Terms |
|---|---|---|---|---|
| Restricted Stock Award | 3,018 | March 7, 2024 | 50,008 | Vests on first anniversary; time-based (no performance metrics) |
CLBK’s anti-hedging/pledging policy prohibits directors from hedging or pledging company stock.
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards | None disclosed in the proxy |
| Compensation Committee interlocks | None; no member was an officer/employee of CLBK; no reciprocal interlocks requiring disclosure |
Expertise & Qualifications
- Board Skills Matrix indicates Robert Van Dyk possesses: Audit/Financial, Commercial Real Estate, ESG, Executive Experience, Industry Knowledge, M&A, Risk, Technology/Cyber.
- Qualifications summary: Strong business background in regulated healthcare, community engagement within CLBK markets.
Equity Ownership
| Item | Amount | Notes |
|---|---|---|
| Shares owned | 135,006 | Sole voting/investment power unless indicated; none pledged |
| Options exercisable within 60 days | 83,294 | Shown in beneficial ownership table |
| Percent of outstanding | 0.21% | Beneficial ownership table |
| Pledging status | None pledged (policy prohibits pledging; table notes none pledged) | |
| Director stock ownership guideline | 3× annual cash Board retainer (i.e., 3 × $85,000) | All non-employee directors compliant or within phase-in |
Governance Assessment
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Board effectiveness signals:
- Long tenure (since 1994) with deep local market and regulated-industry experience; currently chairs Nominating/Corporate Governance, a critical committee for board composition, ESG oversight, evaluations, and director development.
- Active committee engagement (Compensation, Risk, Operations & Strategic Planning) aligned with enterprise risk, pay governance, and strategy oversight; no attendance shortfalls in 2024 across any director.
- Retainer-based director pay (no per-meeting fees) and recurring equity grant promote alignment; anti-hedging/pledging policy strengthens investor protection.
-
Conflicts/related-party exposure:
- CLBK permits director/officer loans only on market terms per federal regulation; aggregate loans to directors/officers and affiliates were $2.6 million as of Dec 31, 2024, performing to terms; no related-person transactions requiring disclosure specific to Van Dyk.
- Compensation Committee interlocks: none disclosed.
-
RED FLAGS:
- None disclosed regarding hedging/pledging, related-party transactions requiring disclosure, or attendance issues.
-
Director compensation mix (2024 actual):
- Cash: $113,400; Equity: $50,008; Total: $163,408.
Overall, disclosed governance practices (independence, committee leadership, ownership guidelines, anti-hedging/pledging) support investor confidence; continued monitoring of related-person loan oversight and board refresh aligned to mandatory retirement ages is advisable.
