Douglas McClintock

About Douglas McClintock

Douglas J. McClintock is Senior Executive Vice President and General Counsel of Flushing Financial Corporation (FFIC), serving since January 2022. He is 76 years old (as of the 2025 proxy, reflecting ages at 12/31/2024). Prior roles include EVP, General Counsel and Corporate Secretary at Emigrant Bank (2013–2021), partner at Alston & Bird (2011–2013), partner at Dentons (2009–2011), and associate/partner at Thacher Proffitt & Wood (1975–2008) . FFIC’s incentive design during his tenure emphasizes core EPS and ROAE for annual bonuses and three‑year PRSUs tied to total charge‑offs and tangible book value growth; PRSU payouts ranged from 0% (2022 grant) to 140% (2021 grant) depending on performance, underscoring a pay-for-performance framework .

Past Roles

External Roles

• No external public company board roles are disclosed for McClintock in FFIC’s recent proxies; he is presented among “Executive Officers Who Are Not Directors” rather than as a director .

Fixed Compensation

• Not separately disclosed: McClintock is not identified as a Named Executive Officer (NEO) in the 2023–2025 proxies; therefore, his specific base salary, target bonus dollars, and actual bonus payouts are not itemized in the Summary Compensation Table or Grants tables (NEO lists include Buran, Cullen, Grasso, Korzekwinski, Bingold; McClintock is not included) .
• Annual bonus target policy by title: FFIC’s Incentive Bonus Plan sets Senior Executive Vice Presidents’ bonus targets at 40% of base salary for 2022 and 45% for 2023 (plan-level design likely applicable to McClintock given his Senior EVP title) .

Performance Compensation

Annual Cash Incentive Plan (Plan Design and Results)

• Metrics and weights: 50% Core operating EPS (diluted), 50% Core operating ROAE; threshold 80% of target; linear interpolation to max (125% in 2021; 125% in 2022; 150% in 2023) .
• Company-wide payouts by year:

Notes: FFIC uses “core” measures excluding specified non-recurring items; the Compensation Committee retains downward discretion .

Long‑Term Equity Incentive Plan (Structure, Metrics, Vesting)

• Instruments: 50% PRSUs (three‑year performance), 50% RSUs (time-based). RSU vesting changed from 20% per year over five years (earlier cycles) to 100% cliff at three years in 2024 grants .
• PRSU metrics: Equally weighted (1) total charge‑offs (three‑year total of net charge‑offs over average loans) and (2) increase in tangible book value (three‑year increase in tangible equity). Payout curve per metric: 0%/50%/100%/150% for below/threshold/target/maximum; linear interpolation between points .

Equity Ownership & Alignment

• Individual beneficial ownership: McClintock is not listed in the “Stock Ownership of Management” tables (which enumerate directors and NEOs), so individual share count and ownership % are not disclosed in 2023–2025 proxies .
• Ownership guidelines: CEO/President, Senior EVPs, and EVPs must retain 50% of “profit shares” (net shares from full‑value award vesting after taxes) until age 61; thereafter, up to 20% of accumulated profit shares may be disposed annually. Compliance is mandatory .
• Anti‑hedging/pledging: Executive officers and directors are prohibited from hedging FFIC stock and, with limited exceptions, from holding FFIC stock in margin accounts or pledging as collateral .
• Clawbacks: SARBOX 304 applies to CEO/CFO; in Oct 2023 FFIC adopted a clawback policy compliant with Exchange Act Rule 10D‑1 and NASDAQ 5608 .

Employment Terms

• Appointment and tenure: Senior EVP & General Counsel since January 2022 .
• Employment agreement, severance, and change‑of‑control terms: No McClintock‑specific employment agreement or severance/change‑of‑control disclosure was identified in recent proxies or 8‑Ks; such tables in the proxies cover NEOs and do not include him .

Compensation Structure Analysis

• Annual bonus plan evolution: For Senior EVPs, target increased to 45% of salary in 2023 from 40% in 2022; plan continues to use 50/50 Core EPS and Core ROAE with threshold at 80% of target and linearly interpolated payouts (max raised to 150% in 2023) .
• Long‑term equity mix and vesting: Continued 50/50 PRSU/RSU mix, with a notable 2024 shift to three‑year cliff vesting for RSUs (prior cycles vesting 20% annually), increasing retention hooks and potential near‑term supply upon vest .
• Performance rigor and cyclicality: PRSU results show sensitivity to credit cost and capital accretion; the 2022 cohort paid 0% (elevated charge‑offs, weak TBV growth), while 2021 paid 140% amid stronger credit and TBV expansion, highlighting pro‑cyclical payouts tied to balance‑sheet quality .

Investment Implications

• Alignment and downside risk: Anti‑hedging/pledging policies, mandatory profit‑share retention, and a formal clawback framework support shareholder alignment and reduce risk of hedged/pledged insider overhang .
• Retention dynamics: The 2024 move to three‑year cliff RSUs strengthens retention but may concentrate supply at vesting dates; PRSUs carry meaningful downside variability as shown by the 0% payout for the 2022 grant .
• Disclosure limitations: McClintock is not an NEO in recent proxies, limiting visibility into his exact salary/bonus/equity grants and beneficial ownership; this reduces precision in modeling personal selling pressure or pay‑for‑performance alignment at the individual level .
• Succession/tenure: At age 76 and in role since January 2022, succession and transition planning merit monitoring, especially around legal/governance continuity; no specific contractual severance or CIC terms are disclosed for him .