Caren Yoh
About Caren C. Yoh
Caren C. Yoh (age 65 as of December 31, 2024) is an independent director of Flushing Financial Corporation (FFIC) who has served on the board since 2015 (9 years of service). She is a Certified Public Accountant and owner of a full‑service accounting firm in Flushing, Queens since 1989, with expertise in auditing, taxation, and estate planning; her leadership and controls background underpin her board qualifications .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Yoh Accounting Firm (Flushing, Queens) | Owner | 1989–present | CPA practice; expertise in auditing, taxation, estate planning; firm leadership |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Asian Advisory Board for Flushing Bank | Board position | Not disclosed | Community advisory contribution |
| Flushing Business Improvement District (BID) | Board position | Not disclosed | Local market engagement |
| Flushing Chinese Business Association | Board position | Not disclosed | Community/business ties |
| New York Hua Liu Tsu Hui Buddhist Temple | Board position | Not disclosed | Community role |
| Chinese American Women Commerce Association | Board position | Not disclosed | Community role |
| LaGuardia Community College Foundation | Board position | Not disclosed | Education/community engagement |
| Chinese American Entrepreneur Association | President (past) | Not disclosed | Business leadership |
| Other public company directorships | None disclosed | — | No public company interlocks identified |
Board Governance
- Committee assignments: Audit Committee member; Audit Committee comprises Grassi (Chair), Azarian, DelliBovi, and Yoh; met 5 times in 2024 .
- Independence: Board determined 9 of 11 directors are independent; Yoh listed as independent in the skills/tenure matrix .
- Attendance: Board held 12 regular and 6 special meetings in 2024; no director attended less than 75% except the Audit Chair (DelliBovi) who attended 3 of 5 Audit meetings—implies Yoh’s attendance ≥75% .
- Executive sessions: Independent directors meet at least quarterly without management .
- Tenure: 9 years (director since 2015) .
Fixed Compensation
| Component | Amount/Policy | 2024 Amount (Yoh) |
|---|---|---|
| Annual cash retainer (Outside Director) | $37,500 (Bank; no company retainer) | Included in cash total |
| Board/Bank Board meeting fees | $1,500 per meeting (single fee if same day) | Included in cash total |
| Audit Committee meeting fees | $1,300 per meeting | Included in cash total |
| Other committee meeting fees | $1,000 per meeting | Included in cash total |
| Committee chair adders | Audit Chair $15,000; Comp Chair $10,000; Nominating Chair $7,500 (Yoh is not a chair) | $0 (no chair role) |
| Loan Committee inspection fees | Paid for property inspections if member | Not disclosed for Yoh |
| Total fees earned (cash) | — | $79,000 |
Performance Compensation
| Grant Date | Award Type | Units | Grant Date Fair Value | Vesting | Dividend Treatment |
|---|---|---|---|---|---|
| Jan 25, 2024 | RSUs (Outside Director annual award) | 4,800 | $82,992 | 1-year cliff vest (committee practice since 2019) | Dividends/dividend equivalents paid currently; settled in stock at vest |
| Jan 28, 2025 | RSUs (Outside Director annual award) | 4,800 | Not disclosed (policy targets ~$100,000 value, capped at 4,800 RSUs) | 1-year cliff vest | Dividends/dividend equivalents paid currently |
Stock Ownership Guidelines (Directors): Mandatory minimum 5,000 shares after five full years of board service; compliance required .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards | None disclosed |
| Committee interlocks | Compensation Committee has no former officers; Yoh is not on Compensation Committee (Han Chair; DelliBovi, D’Iorio, Grassi, O’Brien) |
| Related-party transactions | Nominating & Governance approves related party transactions; no director mortgage loans; no loans to immediate family members in 2024 |
Expertise & Qualifications
- CPA; accounting/tax/controls expertise; firm leadership .
- Skills matrix: Accounting/Finance, Banking, Strategic Planning, Corporate Governance & Oversight; Local Markets exposure .
Equity Ownership
| Metric | Value |
|---|---|
| Beneficial ownership (shares) | 56,685 |
| Percent of class | 0.17% (out of 33,776,688 shares outstanding) |
| Unvested RSUs counted upon termination (retirement definition met) | 4,800 |
| Stock ownership guidelines | Minimum 5,000 shares after 5 years; mandatory |
| Compliance status | Exceeds guideline (56,685 > 5,000) |
| Hedging/pledging | Prohibited for directors and executives |
Insider Trades
| Date (Trans/Filed) | Form | Transaction | Shares | Price | Resulting Holdings | Source |
|---|---|---|---|---|---|---|
| Jan 30, 2025 / Feb 3, 2025 | Form 4 | Stock Award (RSUs grant) | 4,800 | $0.00 | 56,685 | |
| Jan 30, 2024 | Form 4 | Stock Award (RSUs grant) | 4,800 | $0.00 | Not disclosed on page |
Note: Director RSU awards are annual and standardized for Outside Directors under the Omnibus Plan unless modified by the Compensation Committee .
Governance Assessment
- Strengths: Independent Audit Committee member with CPA background; meets/exceeds mandatory director stock ownership guidelines; prohibited hedging/pledging policy enhances alignment; attendance at/above 75%; Board holds regular executive sessions .
- Compensation & alignment: Balanced cash retainer plus annual RSUs; one‑year vesting supports near‑term alignment while guidelines ensure durable ownership; no option awards; no director retirement eligibility for Yoh (plan frozen for post‑2004 directors) reduces legacy entitlements .
- Shareholder signals: 2025 say‑on‑pay support for executives was strong (advisory approval 23,561,333 for vs 2,874,353 against), indicating overall compensation framework acceptance; Yoh was not up for election in 2025 (term expires 2026) .
- Conflicts/related parties: No related‑party transactions disclosed involving directors in 2024; mortgage loans not made to directors; oversight by Nominating & Governance reduces conflict risk .
- RED FLAGS: None identified for Yoh. No hedging/pledging, no related‑party transactions, and attendance ≥75%. Not a committee chair; thus lower potential single‑point accountability risk, but also less direct influence on committee agenda .
Director Compensation (Summary – 2024)
| Metric | Amount |
|---|---|
| Fees Earned or Paid in Cash | $79,000 |
| Stock Awards (RSUs fair value) | $82,992 |
| Total | $161,992 |
| RSUs Outstanding year‑end (standard Outside Director grant) | 4,800 |
Board Governance (Committee Detail)
| Committee | Role | Chair | 2024 Meetings |
|---|---|---|---|
| Audit Committee | Member (Yoh) | Louis C. Grassi | 5 |
Notes on Compensation Committee Governance
- Compensation Committee is independent (Han, DelliBovi, D’Iorio, Grassi, O’Brien); engages Pearl Meyer as independent advisor; committee reviewed independence and found no conflicts; pay‑for‑performance orientation with robust governance and shareholder outreach .