Katherin Nukk-Freeman
About Katherin Nukk-Freeman
Independent non-employee director of ConnectOne Bancorp since 2018; age 56. Co‑founder of labor & employment law firm Nukk‑Freeman & Cerra, P.C., and of SHIFT HR Compliance Training, bringing HR, employment law, and DEI expertise to the board. Serves on the Compensation Committee and the Nominating & Corporate Governance (NCG) Committee; both committees are composed solely of independent directors under NASDAQ rules, indicating independence. Attended at least 75% of aggregate Board and committee meetings in 2024 and participated in the 2024 annual meeting.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Healthcare Marketing & Communications Council | General Counsel | 2005–2009 | Legal governance and compliance support |
| Susan G. Komen Breast Cancer Foundation | Trustee, Human Resources Committee | 2004–2010 | HR committee participation |
| New Jersey Symphony Orchestra | Trustee, Human Resources Committee | 1999–2008 | HR committee participation |
| Commerce & Industry Association of New Jersey | Director | 2013–2016 | Business community engagement |
| Healthcare Businesswomen’s Association | Advisory Board | 2009–2019 | Talent/leadership development advocacy |
| New York Society of Security Analysts | Director | 2010–2016 | Capital markets community engagement |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Nukk‑Freeman & Cerra, P.C. | Co‑founder | Ongoing | Employment law, HR/DEI expertise |
| SHIFT HR Compliance Training | Co‑founder | Ongoing | HR compliance training expertise |
Board Governance
- Board committees (2024): Compensation Committee (member); Nominating & Corporate Governance Committee (member). Chairs: Compensation—Stephen T. Boswell; NCG—Frank Huttle III; Audit & Risk—Frank W. Baier. K. Nukk‑Freeman is not a committee chair.
- Independence: All Compensation and NCG Committee members are independent under NASDAQ rules; Audit & Risk Committee members independent and financially literate.
- Attendance and engagement: Board met 15 times in 2024; all directors attended ≥75% of aggregate Board and committee meetings; all directors attended the 2024 annual meeting.
- Voting standard: Majority voting policy in uncontested elections with irrevocable director resignations if majority not received; enhances accountability beyond NJBCA plurality default.
- Lead Independent Director: Stephen T. Boswell; presides over independent director executive sessions, agenda setting liaison.
Fixed Compensation (Director)
| Component | Policy/Structure | 2024 Amount (K. Nukk‑Freeman) |
|---|---|---|
| Annual cash retainer | $60,000 cash to each non-employee director | $60,000 |
| Committee membership stipends | $6,000 per non-chair member for Compensation and NCG committees | $12,000 (Comp + NCG) |
| Committee chair stipends | Audit chair $25,000; Comp chair $13,500; NCG chair $12,000 (not applicable to KNF) | $0 |
| Lead independent director fee | $15,000 (not applicable to KNF) | $0 |
| Equity retainer | $60,000 in restricted stock, subject to forfeiture; 3,219 shares awarded for 2024 | $60,000; 3,219 shares |
| Total 2024 director compensation | Cash + equity | $132,000 (cash $72,000; stock $60,000) |
Notes: No meeting fees; equity in time‑based restricted stock (not options).
Performance Compensation (Director)
- Directors receive time‑based restricted stock; there are no director performance‑based equity metrics, options, or cash performance bonuses disclosed. Awards are restricted stock subject to forfeiture (3,219 shares in 2024 for each director). Company maintains a NASDAQ‑compliant clawback for incentive compensation (primarily applicable to executives).
Other Directorships & Interlocks
| Category | Details |
|---|---|
| Current public company boards | None – no CNOB director is currently a director of another SEC‑registered public company (reduces overboarding risk). |
| Compensation committee interlocks | None – no interlocks or insider participation disclosed. |
Expertise & Qualifications
- Core credentials: Labor & employment law, HR policy, DEI, and entrepreneurial experience via co‑founding a law firm and HR compliance training company.
- Board skills context: Board emphasizes human capital, governance, risk, finance, and market knowledge; committee assignments (Comp, NCG) align with her HR/compensation governance expertise.
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | Notes/Breakdown |
|---|---|---|---|
| Katherin Nukk‑Freeman | 22,429 | 0.06% | Includes 2,500 shares held jointly with spouse and 2,431 shares in spouse’s IRA. |
Policy alignment:
- Stock ownership guidelines: Directors (other than CEO/Bank President) expected to reach ownership equal to 5x the sum of current annual cash retainer and annual equity award within 5 years; committee monitors annually.
- Hedging/pledging: Company prohibits hedging and pledging by directors/officers (grandfathering of pre‑Nov 23, 2021 pledges). No pledges are disclosed for K. Nukk‑Freeman.
Insider Trades (selected)
| Trade Date | Form | Type | Shares | Price | Post-Trans. Holdings | Source |
|---|---|---|---|---|---|---|
| Jun 3, 2024 | 4 | Stock award (grant) | 3,219 | — | 22,429 | |
| Jun 1, 2023 | 4 | Stock award (grant) | 4,250 (approx.) | — | 19,210 (approx.) | |
| Mar 14, 2023 | 4 | Open market buy | 181 | $18.72 | 14,964 | |
| Jun 3, 2022 | 4 | Stock award (grant) | 1,910 | — | 14,781 | |
| Feb 18, 2022 | 4 | Open market buys (two trades) | 1,500; 2,250 | $33.27; $33.23 | 12,865 | |
| Feb 8, 2021 | 4 | Open market buy | 450 | $23.25 | 7,510 | |
| Dec 11, 2018 | 4 | Open market buy | 550 | $18.63 | 550 |
Note: 2025 Form 4 filing also reported (June 2 trade date) per media listing.
Potential Conflicts & Related-Party Exposure
- Related‑party transactions disclosed involve other directors (lease arrangements and vendor services). K. Nukk‑Freeman is not named in any of the related‑party transactions described for 2024–2025.
- Independence affirmed via membership on independent committees (Compensation; NCG).
Director Compensation Structure Details (Policy)
| Element | Policy Detail |
|---|---|
| Cash vs equity mix | Annual $60,000 cash + $60,000 restricted stock (time‑based), with additional cash stipends for committee roles; no meeting fees. |
| Equity type | Restricted stock subject to forfeiture; 3,219 shares granted for 2024 to each director. |
| Clawback | NASDAQ‑compliant clawback policy for incentive compensation; insider trading policy prohibits hedging/pledging (grandfathered exceptions). |
Governance Assessment
- Positives: Independent director on Compensation and NCG committees; attendance threshold met; no related‑party dealings disclosed; recurring equity grants and modest open‑market purchases support alignment; anti‑hedging/pledging and majority voting policies enhance governance.
- Neutral observations: No current public company directorships (limits overboarding concerns but reduces cross‑board insights).
- RED FLAGS: None disclosed specific to K. Nukk‑Freeman (no pledging, no interlocks, no related‑party transactions, attendance above minimum).
Appendix: Board/Committee References
- Board met 15 times in 2024; ≥75% attendance by each director; all directors attended 2024 annual meeting.
- Committee chairs and independence confirmations; Audit chair designated “financial expert.”
- Shareholder say‑on‑pay approval 95.2% in 2024, reflecting broad support of CNOB’s compensation practices.