Frank Baier
About Frank Baier
Independent director of ConnectOne Bancorp, Inc. (CNOB), age 59, serving since 2014; currently a senior advisor to Continental Grain Company and formerly its Executive Vice President & Chief Financial Officer (2012–2025), with prior senior finance roles at Capital Access Network, Independence Community Bank, and ContiFinancial, plus consulting and private equity advisory experience at Meridian Capital Group and Columbia Financial Partners . The Board determined Baier qualifies as an SEC “audit committee financial expert,” underscoring deep finance, controls, and audit literacy, and he chairs CNOB’s Audit & Risk Committee .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Continental Grain Company | Senior Advisor | Current (as of 2025) | — |
| Continental Grain Company | EVP & CFO | 2012–2025 | — |
| Capital Access Network, Inc. | Senior finance executive | Not disclosed | — |
| Independence Community Bank | Senior finance executive | Not disclosed | — |
| ContiFinancial Corporation | Senior finance executive | Not disclosed | — |
| Meridian Capital Group, LLC | Consultant | Not disclosed | — |
| Columbia Financial Partners | Partner | Not disclosed | — |
| ConnectOne Bancorp, Inc. | Director; Audit & Risk Committee Chair; SEC “audit committee financial expert” | Director since 2014 ; Chair designation 2024 | Audit & Risk oversight; financial reporting quality |
External Roles
| Category | Details |
|---|---|
| Other public company boards | None; CNOB discloses no current public company directorships for any director . |
| Private/non-profit/academic boards | Not disclosed for Baier in the proxy . |
Board Governance
- Committee assignments: Audit & Risk Committee (Chair); Baier is not listed on Compensation or Nominating & Corporate Governance committees for 2024 .
- Audit & Risk Committee met 8 times in 2024; all members are independent under Nasdaq and Sarbanes-Oxley, and Baier is designated an SEC “audit committee financial expert” .
- Board held 15 meetings in 2024; each director attended at least 75% of Board and applicable committee meetings; all directors attended the 2024 virtual annual meeting .
- Lead Independent Director is Stephen T. Boswell; independent directors have a direct communication channel via the Lead Independent Director .
- Compensation Committee engages independent consultant (Meridian Compensation Partners) and is comprised solely of independent directors .
- Governance policies include Code of Ethics, governance guidelines, anti-hedging/anti-pledging policy (grandfathered pledges only), clawback policy, and double-trigger CIC framework for executives .
| Committee | Role | 2024 Meetings | Independence |
|---|---|---|---|
| Audit & Risk | Chair (Frank W. Baier) | 8 | All members independent; Baier is SEC “audit committee financial expert” |
| Compensation | Not a member (members: Boswell (Chair), Nukk-Freeman, O’Donnell) | Not disclosed | Committee solely independent |
| Nominating & Corporate Governance | Not a member (members: Huttle III (Chair), Minoia, Nukk-Freeman, Moise, O’Donnell) | Not disclosed | All members independent |
Fixed Compensation
| Year | Cash Fees ($) | Stock Awards ($) | Options ($) | Total ($) |
|---|---|---|---|---|
| 2024 | 106,500 | 60,000 | 0 | 166,500 |
| Director Fee Structure (2024) | Amount ($) |
|---|---|
| Annual cash retainer (non-employee directors) | 60,000 |
| Annual restricted stock (fair value at grant) | 60,000 |
| Audit & Risk Committee Chair stipend | 25,000 (cash) |
| Compensation Committee Chair stipend | 13,500 (cash) |
| Nominating & Corporate Governance Chair stipend | 12,000 (cash) |
| Audit & Risk Committee member stipend (non-chair) | 10,000 (cash) |
| Compensation Committee member stipend (non-chair) | 6,000 (cash) |
| Nominating & Corporate Governance member stipend (non-chair) | 6,000 (cash) |
| Lead Independent Director stipend | 15,000 (cash) |
| 2024 Director Equity Grant Details | Value/Units |
|---|---|
| Restricted shares awarded (each director) | 3,219 shares; fair value $60,000 at grant |
Performance Compensation
| Item | Status |
|---|---|
| Director non-equity incentives | None; non-equity incentive compensation for Baier reported as $0 in 2024 . |
| Options | None awarded; $0 in 2024 . |
| Performance metrics tied to director pay | Not disclosed; director equity is restricted stock subject to forfeiture (no performance conditions disclosed for directors) . |
Other Directorships & Interlocks
- No compensation committee interlocks; CNOB discloses that no executive officer served on another company’s compensation committee where a reciprocal interlock exists .
- CNOB discloses several related-party transactions involving other directors (e.g., MWW Group fees; branch leases where certain directors have ownership interests); Baier is not identified in these related-party arrangements .
Expertise & Qualifications
- Finance and audit leadership: Former CFO, SEC “audit committee financial expert”; strong financial literacy and controls oversight .
- Financial services experience: Prior roles at Independence Community Bank and ContiFinancial; Board skills matrix shows Baier with Finance/Audit/Tax, C-Suite, Risk Management, and Financial Services industry expertise .
Equity Ownership
| Holder | Shares | % Outstanding | Notes |
|---|---|---|---|
| Frank W. Baier | 105,101 | 0.27% | No pledge footnote disclosed for Baier; policy prohibits new pledges (grandfathered pledges allowed) . |
- Director stock ownership guideline: directors (other than CEO and Bank President) are expected to own 5x the sum of the current annual cash retainer and the current value of the annual equity award; compliance status for individual directors is not disclosed .
Governance Assessment
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Strengths:
- Audit & Risk Committee chaired by Baier with SEC “audit committee financial expert” designation; committee independence and active oversight (8 meetings) strengthen controls and reporting credibility .
- Board independence majority and structured lead independent director role; robust policies (anti-hedging/pledging, clawback, double-trigger CIC for executives) align with governance best practices .
- High shareholder support: 2024 say-on-pay approval of 95.2% signals investor confidence in compensation governance .
-
Potential risks / RED FLAGS (board-level context):
- Related-party transactions with other directors (PR services to MWW Group; branch leases with director-affiliated entities) introduce conflict-of-interest sensitivities, although the Board provides rationale and independence assessments; Baier is not implicated in these arrangements .
- One director (Michael Kempner) has pledged shares; pledging is generally discouraged and only grandfathered pledges are permitted by policy, which is a governance caution even if allowed .
- CEO also serves as Chairman (mitigated by Lead Independent Director function), which concentrates leadership and can elevate oversight risks in some governance frameworks .
Overall, Baier’s finance depth and audit leadership, combined with committee independence and attendance, are positive signals for board effectiveness, while monitoring of board-level related-party exposures and pledged stock by other directors remains prudent for investor confidence .