Douglas Manditch
About Douglas C. Manditch
Douglas C. Manditch (age 77 as of December 31, 2024) is a Class C director of Flushing Financial Corporation, serving since November 1, 2020; his current term is up for re‑election at the May 28, 2025 annual meeting for a term ending in 2028, and his board tenure is four years as shown in FFIC’s skills matrix . He is a 59‑year banking industry veteran on Long Island, having served as Chairman and CEO of Empire Bancorp, Inc. and Empire National Bank since their inceptions (prior to joining FFIC), and previously President/CEO and director of Long Island Commercial Bank and Long Island Financial Corp. from formation in 1987 until their sale to New York Community Bancorp, Inc. in December 2005 . The Board has determined Mr. Manditch is not independent due to consulting fees he received from the Company and the Bank .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Empire Bancorp, Inc. | Chairman of the Board & Chief Executive Officer | Since inception until joining FFIC (prior to Nov 1, 2020) | Led founding and leadership of a Long Island bank franchise |
| Empire National Bank | Chairman of the Board & Chief Executive Officer | Since inception until joining FFIC (prior to Nov 1, 2020) | Founding leadership; regional banking expertise |
| Long Island Commercial Bank | President & Chief Executive Officer; Director | 1987–Dec 2005 (sold to NYCB) | Built and exited to New York Community Bancorp, Inc. |
| Long Island Financial Corp. (holding company) | President & Chief Executive Officer; Director | 1987–Dec 2005 | Oversight through sale to NYCB |
| National Bank of New York City; North Fork Bank; First National Bank of Long Island | Senior management positions | Not stated (prior roles) | Diverse senior banking management experience |
External Roles
| Organization | Role | Tenure/Status | Notes |
|---|---|---|---|
| The Clark Gillies Foundation | Board member | Not stated | Community philanthropy |
| YMCA of Long Island | Board member | Not stated | Community leadership |
| Island Harvest | Board member | Not stated | Non‑profit service |
| Richard J. O’Brien Foundation | Board member | Not stated | Philanthropy |
| New York Bankers Association, Long Island Division | Past Chairman | Not stated | Industry leadership |
| Independent Bankers Association of New York | Past Chairman | Not stated | Industry leadership |
| Monsignor Thomas Hartman Foundation for Parkinson’s Research, Inc. | Board member | Not stated | Healthcare philanthropy |
| Suffolk County Coalition Against Domestic Violence | Vice Chairman (Honorary Board) | Not stated | Community advocacy |
| Friends of Sagamore Hill | Honorary Member | Not stated | Historic preservation |
| Theodore Roosevelt Council, Boy Scouts of America | Board member | Not stated | Youth leadership |
| St. Charles Hospital (Port Jefferson) | Vice Chairman, Board of Trustees | Not stated | Healthcare governance |
| Long Island Museum of American Art, History & Carriages | Trustee | Not stated | Cultural institution governance |
Board Governance
- Independence: Not independent due to consulting fees; nine of eleven directors are independent (Manditch and CEO John Buran are not) .
- Committee assignments: Manditch is not listed on the Audit, Compensation, or Nominating & Governance Committees for 2024; those rosters exclude him .
- Attendance: Board held 12 regular and 6 special meetings in 2024; no director attended less than 75% of meetings and committees served, other than the Audit Chair (DelliBovi) who attended 3 of 5 Audit meetings—Manditch met the 75% threshold .
- Executive sessions: Independent directors meet at least quarterly in executive session .
- Classified board: FFIC board is divided into three classes with staggered three‑year terms; Manditch is a Class C nominee for re‑election in 2025 .
- Leadership structure: FFIC separates Chairman and CEO roles; independent Chairman leads the board .
- Conflicts policy: No hedging or pledging of FFIC stock allowed by directors; related‑party transactions require Nominating & Governance Committee approval; no loans to directors or to immediate family members in 2024 under lending policies .
Fixed Compensation
| Component (FY2024) | Amount | Notes |
|---|---|---|
| Annual retainer (Outside Directors) | $37,500 | Paid by the Bank; no Company retainer |
| Meeting fees (Board/Bank Board) | $1,500 per meeting | Single fee when both boards meet same day |
| Audit Committee meeting fee | $1,300 per meeting | Applies if member |
| Other committee meeting fee | $1,000 per meeting | Applies if member |
| Committee chair fees | Audit $15,000; Compensation $10,000; Nominating & Governance $7,500 | Not applicable to Manditch; he is not listed as a chair |
| Loan Committee property inspection fees | Additional fee if member | Program note; membership not disclosed for Manditch |
| Manditch – Fees earned (Cash) | $88,500 | 2024 total cash fees |
| Manditch – Stock awards (RSUs) | $82,992 | 2024 grant date fair value |
| Manditch – Total director compensation | $171,492 | Sum of cash and equity |
Mix: Cash ≈ 51.6% and Equity ≈ 48.4% of Manditch’s 2024 total (percentages calculated from reported amounts) .
Performance Compensation
| Element | Metrics | Vesting | Notes |
|---|---|---|---|
| Annual RSU grant (Outside Directors) | None (time‑based; no performance metrics) | Standard plan: 1/3 annually over 3 years; However, Jan 25, 2024 and Jan 28, 2025 grants vest 100% after one year, valued up to $100,000 (not to exceed 4,800 RSUs) | One‑year vesting is a continuation of practice since 2019; deviates from standard formula |
Other Directorships & Interlocks
- Public company boards: None disclosed for Manditch .
- Private/non‑profit boards: See External Roles table above; multiple community, healthcare, and industry organizations .
- Potential interlocks: Prior sale of Long Island Commercial Bank/Long Island Financial Corp. to NYCB (historic transaction); no current interlocks with FFIC competitors disclosed .
Expertise & Qualifications
- Banking, local markets, strategic planning: Skills matrix indicates Manditch brings leadership, corporate governance, local markets and banking expertise (tenure 4 years; independence column not checked due to consulting) .
- CEO experience at multiple banks (Empire Bancorp/Empire National; LICB/LIFC) aligns with FFIC’s commercial banking profile .
Equity Ownership
| Holder | Shares Beneficially Owned | Percent of Class | Notes |
|---|---|---|---|
| Douglas C. Manditch | 56,356 | 0.17% | Includes 4,800 shares underlying unvested RSUs that vest upon termination of Board service |
- Ownership guidelines for directors: Must hold at least 5,000 shares after five full years of board service; compliance is mandatory . Manditch currently holds 56,356 shares, exceeding the guideline quantity; measurement applies at five years of service (he is at four years) .
- Anti‑hedging/pledging: Directors prohibited from hedging or pledging FFIC stock, supporting alignment with shareholders .
Governance Assessment
- Strengths
- Extensive CEO and bank leadership experience; strong local market knowledge supportive of FFIC’s strategy .
- Meets attendance requirements; board maintains regular executive sessions; separated Chair/CEO roles .
- Holds a meaningful equity stake; mandatory director ownership guideline in place; anti‑hedging/pledging policy reduces misalignment risk .
- No director or immediate family loans; related‑party transactions governed by committee approval .
- Concerns / RED FLAGS
- Independence: Not independent due to consulting fees received from FFIC; this can affect perceived objectivity and committee eligibility .
- Equity vesting: One‑year full vesting of RSUs for outside directors may reduce long‑term retention/alignment versus multi‑year schedules under standard formula .
- Classified board: Staggered terms may entrench directors and reduce shareholder influence on board refreshment .
- Shareholder sentiment
- Say‑on‑pay (executive compensation) received 92% approval in 2024; while not director pay, it signals generally supportive governance posture among investors .
Notes on missing disclosures: Specific consulting fee amounts, committee memberships beyond Audit/Comp/N&G (e.g., Loan Committee), education, and any public company interlocks are not disclosed in the 2025 proxy; no insider trading table is provided in the proxy. All statements above reflect available disclosures only.