Astrid Burrowes
About Astrid Burrowes
Astrid Burrowes serves as Executive Vice President and Chief Accounting Officer (CAO) of Flushing Financial Corporation, having been EVP/Controller since January 2016 and EVP/CAO since February 2016; she previously served as SVP/Controller from March 2008 and is a Certified Public Accountant . She is 60 years old as of December 31, 2024, and is an executive officer who is not a director of the Company . Company performance context for incentive plans shows five-year total shareholder return (TSR) at $86 on a $100 initial value for FFIC versus $162 for the peer index, and 2024 Core Operating EPS of $0.73, which frame recent compensation outcomes for senior executives .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Flushing Financial Corporation | Executive Vice President, Chief Accounting Officer | Feb 2016–Present | Not disclosed |
| Flushing Financial Corporation | Executive Vice President/Controller | Jan 2016–Feb 2016 | Not disclosed |
| Flushing Financial Corporation | Senior Vice President, Controller | Mar 2008–Jan 2016 | Not disclosed |
| Delta Financial Corporation (mortgage banking) | Senior Vice President, Controller | 1998–2008 | Not disclosed |
| KPMG LLP | Various roles | 1994–1998 | Not disclosed |
| Roslyn Savings Bank | Various roles | 1984–1994 | Not disclosed |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Not disclosed in proxy | — | — | Ms. Burrowes is an executive officer and not a director of FFIC; no external directorships disclosed in the proxy . |
Fixed Compensation
- Not individually disclosed: Ms. Burrowes is not listed as a Named Executive Officer (NEO) in the Summary Compensation Table; therefore, her base salary, bonus, and equity grant values are not provided in the 2025 proxy .
- Program structure (context): FFIC’s compensation framework comprises base salary (fixed cash), annual performance-based cash incentives, and long-term equity incentives (50% performance-based RSUs, 50% time-based RSUs) for senior executives; the Compensation Committee targeted total direct compensation around market median with Pearl Meyer advising and made no 2024/2025 base salary increases for NEOs .
Performance Compensation
- Annual incentive design and 2024 outcomes (company program context): For 2024, the NEO plan used Core Operating EPS and Core Operating ROAE; executives earned 108% of target based on actual results. For EVPs (including CAO-level roles), at least 70% of measures are Company-wide under the Incentive Bonus Plan, aligning payouts to enterprise performance; individual EVP payouts are not disclosed .
| Metric (2024) | Threshold | Target | Maximum | Actual | Payout (% of Target) |
|---|---|---|---|---|---|
| Core operating earnings per diluted common share | <$0.55 | $0.69 | $0.90 | $0.73 | 110% |
| Core operating return on average equity | <2.51% | 3.14% | 4.08% | 3.25% | 106% |
| Total payout (weighted) | — | 100% | 150% | — | 108% |
- Long-term incentives (design and vesting): Annual equity grants for senior executives are a 50/50 mix of performance-based RSUs (PRSUs) and time-based RSUs. PRSUs vest at the end of a three-year performance period and are earned 0–150% of target; 2024 PRSU metrics are equally weighted total charge-offs and increase in tangible book value per share. Time-based RSUs vest 100% on the third anniversary (shifted from prior five-year ratable vesting to a three-year cliff) .
- Realized performance discipline: The 2022 PRSU cycle (performance period 2022–2024) was determined “not earned” by the Compensation Committee, reflecting below-threshold outcomes and reinforcing performance sensitivity of equity .
Equity Ownership & Alignment
| Policy/Item | Detail |
|---|---|
| Executive stock ownership guidelines | Executives must retain 50% of “profit shares” (net shares after tax from vesting) until age 61; after age 61 may dispose of 20% annually. Compliance is mandatory for all executive officers . |
| Hedging and pledging | Executives and directors are prohibited from hedging FFIC stock and, with limited exceptions, from holding FFIC stock in margin accounts or pledging FFIC stock as collateral; insider trading policy filed as exhibit to 10-K/A . |
| Beneficial ownership disclosure | Ms. Burrowes is not individually listed in the “Stock Ownership of Management” table (which details directors and NEOs); group holdings (all directors and executive officers, 36 persons) total 1,912,015 shares (5.66% of shares outstanding) as of March 3, 2025 . |
Vesting schedules (program context):
- Time-based RSUs: 100% cliff vest on the third anniversary of grant (changed from prior five-year ratable vesting) .
- Performance-based RSUs: Vest at the end of a three-year performance period, earned 0–150% of target on equally weighted metrics (2024 grants: total charge-offs; tangible book value per share) .
Employment Terms
- Individual contract: No individual employment agreement is disclosed for Ms. Burrowes in 2024; the proxy specifically describes agreements for the CEO, CFO, COO, Chief of Real Estate Lending, and Chief Retail and Client Development (not including the CAO) .
- NEO employment agreement terms (context): For covered executives, severance upon involuntary termination without cause or resignation for good reason equals 24 months of salary plus bonus (36 months for the CEO), with continued health and welfare benefits; select agreements include excise tax gross-up provisions (notably excluding the CFO and Mr. Bingold); resignation during a window following a change of control is covered for certain executives, with exceptions noted for the CFO and Mr. Bingold .
- Clawbacks and controls: Company adopted a clawback policy consistent with Exchange Act Rule 10D-1 and Nasdaq Rule 5608 in October 2023; SOX 304 applies to CEO/CFO; compensation programs are annually risk-assessed with negative discretion retained by the Compensation Committee .
Performance & Track Record
- Company TSR and earnings context: Over the five-year period in the Pay versus Performance table, FFIC’s cumulative TSR declined to $86 versus $162 for the peer index; 2024 Core Operating EPS was $0.73 and Net Income $21.7 million, framing incentive plan results and peer-relative underperformance .
- Program alignment signal: Committee allowed 2022 PRSUs to lapse (not earned), reinforcing performance linkage of long-term equity .
Compensation Committee Analysis
- Committee composition and independence: Compensation Committee members are Sam S. Han (Chair), Alfred A. DelliBovi, Steven J. D’Iorio, Louis C. Grassi, and Donna M. O’Brien; all independent under Nasdaq rules .
- Consultant: Pearl Meyer serves as independent compensation consultant advising on benchmarking and program design .
- Governance signals: Say-on-pay support was 92% at the 2024 annual meeting; key governance features include pay-for-performance design, multi-year vesting, robust ownership guidelines, prohibition of hedging/pledging, and no option repricing .
Investment Implications
- Alignment/retention: As a long-tenured CAO and CPA, Burrowes sits under policies requiring significant equity retention until age 61 and prohibiting hedging/pledging, reducing near-term sell pressure from vested awards and strengthening alignment; however, her individual ownership and grant history are not disclosed, limiting precision on “skin-in-the-game” analysis .
- Pay-for-performance discipline: With annual incentives tied to Core EPS and ROAE and PRSUs tied to tangible book value and charge-offs, the plan emphasizes core profitability and balance sheet quality; the lapse of 2022 PRSUs underscores downside sensitivity if performance underwhelms .
- Contract economics/turnover risk: No individually disclosed employment agreement for the CAO suggests less visibility into severance/change-of-control economics versus named peers; retention risk should be monitored through disclosures or 8-Ks on any leadership changes .
- Trading signals: Anti-hedging/pledging restrictions limit adverse alignment behaviors; absence of Form 4 analysis here means recent insider trading trends for Ms. Burrowes are not assessed in this report. Program-level say-on-pay support (92%) and clawback adoption lower governance-risk premia, but peer-relative TSR underperformance is a caution flag for long-only investors benchmarking relative value .
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