Donna O’Brien
About Donna M. O’Brien
Donna M. O’Brien (age 69) has served as an independent director of Flushing Financial Corporation since 2004, with approximately 20 years of tenure as of year-end 2024. She is President of Strategic Visions in Healthcare, LLC, a healthcare strategy/consulting firm; prior roles include executive positions at MD Anderson Cancer Center and Catholic Health Long Island, with deep New York metro market expertise across real estate and healthcare sector lending. She currently serves on the Board of Trustees of the College of Holy Cross. Independence is affirmed under Nasdaq standards; no director (including Ms. O’Brien) fell below the 75% attendance threshold in 2024.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| MD Anderson Cancer Center | Executive-level positions | Not disclosed | Senior leadership experience in healthcare operations and strategy |
| Catholic Health Long Island | Executive-level positions; managed large real estate portfolio | Not disclosed | Real estate portfolio oversight across Long Island; healthcare sector lending experience |
| Three national multi-state hospital systems | Director | Not disclosed | Governance experience across multi-state health systems |
| Large managed care organization | Director | Not disclosed | Governance experience in managed care |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| College of Holy Cross | Board of Trustees | Current | Higher-education governance role |
Board Governance
- Independence: Independent under Nasdaq standards; Board determined nine of eleven directors were independent (exceptions: CEO John R. Buran; Douglas C. Manditch due to consulting fees) .
- Committee assignments: Member, Compensation Committee (independent); committee met four times in 2024 .
- Attendance and engagement: In 2024, the Board held 12 regular and 6 special meetings; no director attended less than 75% of Board/committee meetings except Alfred A. DelliBovi (Audit Committee attendance); independent directors meet in executive session at least quarterly .
- Classified board: Directors serve staggered three-year terms; Ms. O’Brien’s term expires in 2026 .
- Anti-hedging/pledging: Company prohibits hedging by directors and executives; prohibits pledging by directors and executive officers (as part of governance practices) .
- Related-party oversight: Nominating & Governance Committee approves related-party transactions; mortgage lending to immediate family eligible only at market terms with reduced origination fees; no such loans outstanding in 2024 and no lending to officers/directors .
Fixed Compensation
| Component | Policy Detail (2024) | Donna M. O’Brien (2024) |
|---|---|---|
| Annual cash retainer | $37,500 (Bank; no Company retainer) | Included in Fees Earned cash total |
| Board meeting fee | $1,500 per Board/Bank Board meeting (single fee when same-day) | Included in Fees Earned cash total |
| Audit Committee meeting fee | $1,300 per meeting | N/A (not an Audit Committee member) |
| Other committee meeting fee | $1,000 per meeting (single fee for identical same-day committees) | Included in Fees Earned cash total |
| Chair retainers | Audit Chair $15,000; Compensation Chair $10,000; Nominating Chair $7,500 | Not a chair |
| Property inspection fees (Loan Committee) | Paid for on-site collateral inspections | Not disclosed |
| Fees Earned or Paid in Cash ($) | Policy as above | $79,000 |
Performance Compensation
| Equity Award | Grant Date | Instrument | Shares/Units | Grant-Date Fair Value ($) | Vesting |
|---|---|---|---|---|---|
| Annual director equity | Jan 25, 2024 | RSUs | 4,800 | $82,992 | One-year cliff (deviation from formula) |
| Annual director equity | Jan 28, 2025 | RSUs | 4,800 | Not disclosed | One-year cliff (continuation of 2019 practice) |
- Formula policy: Outside Directors typically receive 4,800 RSUs as of January 30 each year with three-year, one-third annual vesting; however, grants on Jan 25, 2024 and Jan 28, 2025 vest in full after one year, consistent with equity grant practices implemented in 2019 .
- Settlement/dividends: RSUs pay current dividends/dividend equivalents and generally settle in stock at vesting .
- Change-of-control/retirement/death/disability: Director awards fully vest upon a change of control, or upon service termination due to retirement (age + service ≥ 55 with at least five years), death, or disability .
- Options: No option awards for Outside Directors in 2024 (Option Awards $ = —) .
- Director retirement plan: Frozen; only directors who became Outside Directors before Jan 1, 2004 are eligible; Ms. O’Brien is not eligible .
Other Directorships & Interlocks
| Company/Institution | Role | Committee Roles | Interlocks/Conflicts |
|---|---|---|---|
| Flushing Financial Corporation | Director; Compensation Committee member | Compensation Committee (member) | No Compensation Committee interlocks or insider participation disclosed; none of the committee members are former officers |
| College of Holy Cross | Board of Trustees | Not disclosed | Non-profit role (no FFIC conflict disclosed) |
Expertise & Qualifications
- Healthcare strategy and operations with M&A advisory; senior executive experience at major healthcare institutions .
- Real estate portfolio management across Long Island; familiarity with New York metro markets and healthcare-sector lending .
- Broad governance experience across hospital systems and managed care organizations; current higher-education trusteeship .
Equity Ownership
| Holder | Beneficial Ownership (shares) | Percent of Class | Notes |
|---|---|---|---|
| Donna M. O’Brien | 82,410 | 0.24% | Includes 4,800 shares underlying unvested RSUs that vest upon termination of Board service under retirement definition |
| Shares outstanding (reference) | 33,776,688 | — | As of March 3, 2025 |
| Director ownership guideline | 5,000 shares minimum after 5 full years of board service | — | Mandatory compliance |
| Compliance status | Meets/exceeds | — | Beneficial ownership well above 5,000-share guideline |
| Hedging/Pledging | Prohibited for directors; anti-hedging policy applies to all; pledging prohibited for directors and executive officers | — | Aligns interests with shareholders |
Governance Assessment
- Strengths for investor confidence: Long-tenured independent director with relevant healthcare/real estate expertise; active Compensation Committee member; strong attendance culture; mandatory stock ownership guidelines with O’Brien far exceeding minimum; anti-hedging/pledging policies; director equity grants support alignment; indemnity agreements and clawback policy in place .
- Compensation structure: Balanced cash retainer/meeting fees plus annual RSU grants ($82,992 fair value for 2024; 4,800 RSUs with one-year vesting), no options; consistent with industry practice for small/mid-cap banks .
- Potential red flags to monitor: Classified board structure (staggered terms) may limit rapid refreshment; Nominating & Governance Committee met only once in 2024 (board refreshment cadence); ensure continued high attendance and independence standards are maintained. No related-party transactions or director loans disclosed for 2024; none flagged for O’Brien .
- Shareholder sentiment: Say-on-pay received strong support—92% approval in 2024; in 2025, advisory vote results were 23,561,333 For / 2,874,353 Against / 307,234 Abstain, indicating continued broad support of compensation governance .
Overall, O’Brien’s independence, equity ownership, committee service, and absence of related-party exposure support board effectiveness and investor confidence, with ongoing attention warranted on board refreshment cadence under the classified structure.