W. Justin Jennings
Columbia FinancialAbout W. Justin Jennings
Executive Vice President, Operations at Columbia Financial, Inc. (Columbia Bank), joined in 2022 and was a Named Executive Officer (NEO) that year; he remains listed among executive officers in the 2025 proxy’s ownership table . As of the 2025 record date, he beneficially owned 33,462 shares and held 43,380 options exercisable within 60 days, representing 0.07% of shares outstanding; the company prohibits pledging or hedging of company stock . Company performance during his first year (2022) included net income of $86.2 million, ROAA of 0.88%, ROE of 8.09%, asset growth of 12.8%, deposit growth of 5.7%, and 14.4% net interest income growth, with non‑performing assets at 0.06% of total assets . Shareholder support for pay programs was strong, with “say‑on‑pay” approvals of 99.2% in 2022 and 98.2% in 2024 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Columbia Financial, Inc. (Columbia Bank) | Executive Vice President, Operations | 2022–2025 | Senior operating leadership; PAIP metrics tied to core net income, efficiency ratio, and asset quality |
External Roles
- Not disclosed in proxy filings reviewed.
Fixed Compensation
| Year | Base Salary ($) | All Other Compensation ($) | Notes |
|---|---|---|---|
| 2022 | 288,462 | 33,285 | “All Other” includes ESOP/ESOP SERP contributions ($23,167), 401(k)/SIM matching ($9,398), perquisites ($720) |
Performance Compensation
| Component | Metric | Weighting | Target | Actual | Payout | Vesting/Timing |
|---|---|---|---|---|---|---|
| PAIP (Annual Cash) 2022 | Core Net Income (Bank) | 30% | $87.7mm | $90.5mm | 96.81% of individual target (aggregate) | Cash paid after year-end |
| PAIP (Annual Cash) 2022 | Core Efficiency Ratio (Bank) | 30% | 55.0% | 55.7% | 96.81% of individual target (aggregate) | Cash paid after year-end |
| PAIP (Annual Cash) 2022 | NPA/Total Assets | 10% | 0.25% | 0.08% | 96.81% of individual target (aggregate) | Cash paid after year-end |
| PAIP Target 2022 | Individual Target Opportunity | — | $157,788 | — | 96.81% | Cash paid after year-end |
| Equity 2022 | Time-vested RSAs | — | 18,587 shares; grant-date value $405,011 @ $21.79 | — | — | Vests in 3 equal annual tranches starting 3/21/2023 |
| Equity 2022 | Time-vested Options | — | 41,475 options; strike $21.79; grant-date FV $270,002 ($6.51 per option via Black‑Scholes) | — | — | Vests in 3 equal annual tranches starting 3/21/2023; expires 3/21/2032 |
Equity Ownership & Alignment
| As of Date | Shares Owned | Options (Exercisable ≤60 Days) | % Outstanding | Unvested RS (Count/Value) | Unexercisable Options | Ownership Guidelines | Pledging/Hedging |
|---|---|---|---|---|---|---|---|
| Record Date (2025 Proxy) | 33,462 | 43,380 | 0.07% | — | — | EVPs: 2x–3x base salary; compliance confirmed for NEOs as of 12/31/2024 | Prohibited |
| 12/31/2022 (Outstanding Awards) | — | — | — | 18,587 RS; $401,851 market value @ $21.62 | 41,475 options (unexercisable) | EVPs: 2x–3x base salary; all current NEOs compliant as of 12/31/2022 | Prohibited |
Employment Terms
- Employment Agreement: Two-year term, auto-renewal annually unless non-renewal notice; eligible for short- and long-term incentive plans; expense reimbursement; participation in fringe benefits .
- Severance (No CIC): Salary continuation equal to 1x (Jennings) the sum of base salary plus target bonus; 12 months COBRA differential reimbursement; prior-year unpaid bonus (if applicable) .
- Severance (Post-CIC, double trigger): Lump sum equal to 2x (Jennings) base salary + target bonus; 24 months COBRA differential reimbursement; prior-year bonus; equity becomes 100% vested if awards not assumed and separation occurs within 12 months of a change in control .
- Disability/Death: One-times salary + target bonus as salary continuation for disability (offset by LTD benefits) or payment to beneficiary upon death; partial acceleration (50%) for certain equity upon death/disability under plan rules .
- Clawbacks: Dodd‑Frank/Nasdaq‑compliant recoupment policy updated in 2023; supplemental misconduct clawback for SVP+ including time‑based equity .
- Late Section 16 Filings: Company disclosed one late Form 4 in 2024 for Jennings (and several other officers) .
Investment Implications
- Pay-for-performance alignment: Jennings’ PAIP payout was 96.81% of target for 2022, consistent with corporate results (positive core net income, strong asset quality) and the plan’s financial metrics focus; 2019 and subsequent LTIP frameworks emphasize ROAA and efficiency ratio, reinforcing bank-quality execution over price-only metrics .
- Vesting/selling pressure: 2022 sign-on RSAs/options vest annually in three equal tranches beginning 3/21/2023; final tranche in March 2025 creates potential event-driven liquidity considerations around vest dates, though anti‑hedging/pledging policies limit leverage and monetization strategies .
- Retention and change-of-control economics: Double-trigger CIC severance at 2x salary+bonus for Jennings and full equity vesting upon qualifying separation provides downside protection but avoids single-trigger risks; pre‑CIC severance at 1x is moderate, mitigating excessive entrenchment concerns .
- Ownership alignment: Direct ownership is modest (0.07%), typical for a mutual holding company-controlled issuer; executive stock ownership guidelines (2x–3x salary for EVPs) and clawbacks enhance alignment and risk controls .
- Governance/ESG confidence: Say‑on‑pay approvals of 99.2% (2022) and 98.2% (2024) imply broad investor support for incentive design and governance practices, reducing headline and compensation risk .
