Frank Huttle III
About Frank Huttle III
Independent director since 2014 (founding organizer); age 71; partner at Pashman Stein Walder Hayden P.C.; former Mayor of Englewood, NJ (through December 31, 2018). Prior roles include Partner at Touche Ross (prior to 1988), President of Hudson Capital Properties (real estate), and EVP/General Counsel at Hudson Media Inc.; contributes insurance, mortgage banking, and real estate expertise to CNOB’s board .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| City of Englewood, NJ | Mayor | Through Dec 31, 2018 | Public sector/government relations experience |
| Touche Ross & Co. | Partner | Prior to 1988 | Financial/accounting background |
| Hudson Capital Properties | President | Not disclosed | Real estate market insight |
| Hudson Media Inc. | EVP & General Counsel | Not disclosed | Media sector and corporate legal experience |
External Roles
| Organization | Role | Tenure |
|---|---|---|
| Pashman Stein Walder Hayden P.C. | Partner | Not disclosed |
Board Governance
- Committees: Chair, Nominating & Corporate Governance Committee; Member, Audit & Risk Committee .
- Independence: Board determined he is independent under NASDAQ standards; noted related-party leases (see Related Party) but concluded interests do not impair independent judgment .
- Board leadership: Lead Independent Director is Stephen T. Boswell .
- Majority voting: Bylaws require irrevocable resignations to be effective if a director in an uncontested election receives fewer “for” than “against/withhold” votes; practical standard is majority of votes cast .
- Attendance: Board met 15 times in 2024; each director attended ≥75% of Board and committee meetings; all directors participated in the 2024 annual meeting . In 2023, Board met 13 times; each director attended ≥75% .
Fixed Compensation
| Component | 2023 | 2024 |
|---|---|---|
| Cash fees ($) | $58,000 | $83,500 |
| Stock awards ($) | $60,000 | $60,000 |
| Total ($) | $118,000 | $143,500 |
| Policy detail | Annual cash retainer $60,000; restricted stock grant $60,000; Chair stipends: Audit $25,000, Compensation $13,500, NCG $12,000; member stipends: Audit $10,000, Compensation $6,000, NCG $6,000; Lead Independent $15,000 |
Notes:
- 2024 stock grant equated to 3,219 restricted shares subject to forfeiture for each director .
- 2023 stock grant equated to 4,253 restricted shares subject to forfeiture for each director .
Performance Compensation
| Equity Detail | 2023 | 2024 |
|---|---|---|
| Restricted shares (#) | 4,253 (per director) | 3,219 (per director) |
| Grant fair value ($) | $60,000 (director grant policy) | $60,000 (director grant policy) |
| Options ($) | $0 (no option awards to directors) | $0 (no option awards to directors) |
- Director equity is time-based restricted stock; CNOB’s policy prohibits dividends on unearned performance/DSU awards (executive plans), and insider policy prohibits hedging/pledging with grandfathered pledges from Nov 23, 2021 .
Other Directorships & Interlocks
| Category | Status |
|---|---|
| Current public company boards | None; no CNOB director serves on another public company board subject to Exchange Act Sections 12/15(d) or the Investment Company Act |
| Compensation committee interlocks | None reported |
Expertise & Qualifications
- Founding organizer of the bank; deep experience across real estate, mortgage banking, insurance, and legal/regulatory domains .
- Government relations via mayoral service; risk management and governance contributions recognized in Board skills matrix and committee leadership .
Equity Ownership
| Metric | As of Apr 1, 2024 | As of Mar 31, 2025 |
|---|---|---|
| Shares beneficially owned (#) | 181,389 | 184,608 |
| Ownership (%) | 0.47% | 0.48% |
Breakdown (2025):
- 37,666 shares in Morgan Stanley f/b/o Frank Huttle III, IRA; 6,500 shares as trustee of the Francesca Huttle 2004 Family Trust; 6,500 shares as trustee of the Alexandra Huttle 2004 Family Trust; 78,724 shares in spouse’s name; 6,500 shares held by an LLC in which spouse is a member . Breakdown (2024):
- Same categories/amounts as above were disclosed for 2024 .
Stock Ownership Guidelines:
- Directors (other than CEO and Bank President) expected to achieve ownership equal to 5x the sum of current annual cash retainer plus current value of annual equity award; five-year compliance period; evaluated annually .
Governance Assessment
- Independence and committee leadership: Chairing NCG and serving on Audit & Risk places Huttle at the core of board refreshment, ESG/stewardship oversight, and financial controls—positive for governance rigor .
- Attendance/engagement: Board-wide attendance thresholds met and directors attend annual meetings; supports engagement .
- Ownership alignment: 0.48% stake with multi-entity holdings; strong “skin-in-the-game” and director ownership guideline framework enhances alignment .
- Say-on-pay signal: Shareholder support improved from 65.6% in 2023 (prompting outreach and LTI changes) to 95.2% approval in 2024; 2025 vote recorded 23,957,589 For vs 4,546,013 Against and 411,908 Abstentions (broker non-votes 4,581,440), indicating solid, though moderated, support—overall positive sentiment for compensation governance .
- Compensation committee practices: Independent-only composition; engages Meridian Compensation Partners as independent consultant; no tax gross-ups; clawback policy; anti-hedging/pledging policy—robust safeguards .
RED FLAGS / Related Party Exposure:
- Branch lease landlord LLC: Huttle (and other directors) own 11.1% interests in the parent LLC leasing CNOB’s Hackensack branch; 2024 rent paid $234,552; lease escalators tied to CPI and market rent; Board concluded independence despite interests—still a perceived conflict requiring continued monitoring .
- Broader RPT context: Similar branch leases with other directors (Minoia, Rifkin) and marketing services purchased from director-led MWW Group ($332,023 in 2024)—aggregate related-party activity is material to governance optics, though Board asserts market terms and independence .
Shareholder Voting (Item 5.07, 2025):
- Director election: Huttle received 27,963,159 For, 952,351 Withheld; broker non-votes 4,581,440 .
- Advisory vote on NEO pay (Proposal 2): 23,957,589 For; 4,546,013 Against; 411,908 Abstentions; broker non-votes 4,581,440 .
Overall: Huttle’s independent status, committee leadership, and meaningful ownership are positives. The landlord LLC arrangement is the principal governance risk; transparency and continuous assurance on arm’s-length terms and recusal practices remain important for investor confidence .
Related Party Transactions
- Hackensack branch lease: Directors (including Huttle) collectively own 44.4% of the parent LLC; each of Sorrentino, Huttle, Boswell, Kempner owns 11.1%; 2024 rent paid $234,552; term through Dec 31, 2026 with CPI/market rent escalations; no director is managing member/manager/officer of landlord entities .
- 2023 rent context: Hackensack branch rent paid $243,936 .
- Other director-linked leases (not Huttle): Summit branch (Minoia; $143,776 rent in 2024); Bardonia ($296,082) and Blauvelt ($119,055) branches (Rifkin) .
- MWW Group services (director Kempner): $332,023 paid in 2024; Board asserts terms at least as favorable as third-party .
Compensation Committee Analysis
- Composition: Independent directors only; 2024 members—Boswell (Chair), Nukk-Freeman, O’Donnell .
- Consultant: Meridian Compensation Partners, LLC engaged; assessed independent; no other services provided to Company .
- Interlocks: None reported .
- Committee changes: O’Donnell added in 2024; Thompson departed post-2024 annual meeting .
Other Directorships & Interlocks
| Type | Detail |
|---|---|
| Public company boards | None (for all CNOB directors) |
| Shared directorships with counterparties | Landlord LLC for Hackensack branch includes multiple CNOB directors; see Related Party section |
Equity Ownership Details
- Anti-hedging/pledging: Policy prohibits hedging/derivatives and pledging by directors/executives; pledges outstanding as of Nov 23, 2021 grandfathered (note: pledge disclosure pertains to another director; no pledge disclosure for Huttle) .
Conclusion for Investors
- Strengths: Independent leadership on NCG, Audit membership, solid attendance, transparent ownership and robust governance policies (clawback, independent consultant). Positive shareholder support trend (2024) and stable director compensation structure with equity component enhance alignment .
- Watch items: Related-party branch lease exposure; ensure continuous recusal and arm’s-length oversight to mitigate perceived conflicts. Monitor any shifts in director compensation or ownership guideline compliance and future say-on-pay support levels as governance signals .