Alfred DelliBovi

About Alfred A. DelliBovi

Alfred A. DelliBovi (age 78 as of December 31, 2024) is an independent director and Chairman of the Board of Flushing Financial Corporation (FFIC) and Flushing Bank; he has served on the Board since 2014 and as Chairman since February 3, 2017 . He previously served as President & CEO of the Federal Home Loan Bank of New York (FHLBNY) for 21 years and as U.S. HUD Deputy Secretary (1989–1992), bringing deep banking, government, and capital markets expertise . He is nominated for re-election to a term expiring in 2028 .

Past Roles

External Roles

Board Governance

• Independence: Board determined 9 of 11 directors are independent; DelliBovi serves as an independent director and independent Chairman (committee membership confirms independence) .
• Committee assignments: Compensation Committee (member), Audit Committee (member), Nominating & Governance Committee (member) .
• Attendance: Board held 12 regular and 6 special meetings in 2024; no director <75% overall, but DelliBovi attended only 3 of 5 Audit Committee meetings (60%), below typical expectations for audit oversight engagement .
• Executive sessions: Independent directors meet at least quarterly without management .
• Majority voting standard: Uncontested director elections require majority of votes cast; resignation policy for incumbents failing to receive majority .
• Board leadership: FFIC separates Chair and CEO roles; DelliBovi is independent Chairman, enabling CEO focus on operations .

Fixed Compensation

• Structure (2024): Outside Directors retainer $37,500 (Bank); Chairman of the Board fee $75,000; Chair retainers—Audit $15,000; Compensation $10,000; Nominating & Governance $7,500; meeting fees—Board $1,500, Audit $1,300, other committees $1,000 (single fee when Company and Bank committees meet same day) .
• Director Retirement Plan: Frozen; DelliBovi not eligible (plan limited to directors who became Outside Directors before Jan 1, 2004) .
• Deferred Compensation: Outside Director Deferred Compensation Plan exists, but no participants as of Dec 31, 2024 .

Director compensation summary:

Performance Compensation

• Equity grants: Outside Directors receive annual RSUs (standard formula 4,800 RSUs as of Jan 30 with 3-year ratable vest, but practice since 2019 has been 4,800 RSUs vesting 100% one year from grant at value up to $100,000) .
• Grants to DelliBovi: 4,800 RSUs granted Jan 25, 2024 (1-year cliff vest); 4,800 RSUs granted Jan 28, 2025 (1-year cliff vest) .

Equity grant details:

Note: No performance-based equity metrics are used for directors; RSUs are time-based only .

Other Directorships & Interlocks

Expertise & Qualifications

• Skills matrix: Leadership, Corporate Governance & Oversight, Local Markets, Banking, Real Estate, Accounting/Finance, Government, Capital Markets, M&A, Strategic Planning .
• Biography highlights: 21-year FHLBNY leadership; HUD Deputy Secretary; significant regulatory, liquidity, and capital markets oversight .
• Audit Committee financial expert designation: Not designated; Audit Committee chair and one member (Grassi, Yoh) designated experts .

Equity Ownership

Governance Assessment

• Strengths

  • Independent Chairman with extensive banking and government experience; separation of Chair/CEO role supports oversight quality .
  • Multi-committee service (Audit, Compensation, Nominating & Governance) enhances cross-functional oversight .
  • Robust ownership alignment: meaningful share ownership; mandatory director ownership guidelines; prohibitions on hedging and pledging .
  • Majority voting with resignation policy in uncontested elections; at least quarterly executive sessions of independent directors .

• Concerns / RED FLAGS

  Audit Committee attendance: DelliBovi attended only 3 of 5 Audit Committee meetings in 2024 (~60%), below typical expectations for audit oversight; analysts may question committee-level engagement in financial reporting and risk oversight .

  • One-year vest for director RSUs (continuation since 2019) shortens retention horizon for board equity versus traditional multi-year vesting; while disclosed and consistent with practice, investors preferring longer vest for alignment may view as a softer incentive structure .
  • Audit Committee financial expert designation applies to other members (Grassi, Yoh), not DelliBovi; not a violation but relevant when evaluating audit oversight capacity mix .

• Conflicts and related parties

  • No related-party transactions involving DelliBovi disclosed; bank policy prohibits lending to directors/executives; no loans to immediate family of directors in 2024 .

• Director pay mix (signal)

  • 2024: ~66% cash ($163,400) and ~34% equity ($82,992); 2023 similar mix with slightly higher totals, indicating stable compensation structure .

• Shareholder sentiment context

  • Advisory say-on-pay approval was ~92% at the 2024 Annual Meeting, reflecting broader support for compensation programs, though directed at executives rather than directors .

Committee Participation Summary

• Compensation Committee: Member; committee met 4 times in 2024 .
• Audit Committee: Member; committee met 5 times in 2024; DelliBovi attended 3 of 5 .
• Nominating & Governance Committee: Member; committee met once in 2024 .

Director Compensation Structure (Reference)

• Annual cash retainer: $37,500; Chairman of the Board fee: $75,000; meeting fees: Board $1,500, Audit $1,300, other committees $1,000 .
• Annual equity: 4,800 RSUs per Outside Director with one-year cliff vest (practice since 2019) .
• Ownership guidelines: ≥5,000 shares after 5 years (mandatory) .
• Retirement Plan: Frozen; DelliBovi not eligible .
• Deferred Compensation Plan: No participants as of year-end 2024 .