James Bennett
About James D. Bennett
Independent director of Flushing Financial Corporation (FFIC); age 86 (as of Dec 31, 2024); director since 1998 and Class C nominee for re‑election to a term expiring at the 2028 annual meeting . CEO of Land Enterprises, Inc. (real estate investment/management); retired real estate attorney (Farrell Fritz counsel until Aug 2015; partner at Bennett, Rice & Schure until July 2001). Prior public-sector roles include Trustee of Long Island Power Authority, NYS Conservation Fund Advisory Council member, Town of Hempstead Supervisor/Councilman, and NYS Public Service Commission Commissioner .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Farrell, Fritz, P.C. (Uniondale, NY) | Counsel (civil law and real estate) | Retired Aug 2015 | Real estate legal expertise relevant to FFIC collateral/lending |
| Bennett, Rice & Schure, LLP (Rockville Centre, NY) | Partner (realty law) | Prior to July 2001 | Real estate/legal practitioner in FFIC markets |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Land Enterprises, Inc. | Chief Executive Officer | Not disclosed | Realty investment and management firm |
| Long Island Power Authority | Trustee | Prior | Public infrastructure oversight |
| NYS Conservation Fund Advisory Council | Trustee | Prior | Public advisory role |
| Town of Hempstead | Supervisor and Councilman | Prior | Municipal governance |
| NYS Public Service Commission | Commissioner | Prior | State regulatory oversight |
Board Governance
- Independence: Determined independent under Nasdaq standards; 9 of 11 directors independent; non‑independent directors are CEO John R. Buran and Douglas C. Manditch (consulting fees) .
- Committee memberships: Nominating & Governance Committee member; committee chaired by Louis C. Grassi .
- Attendance: Board held 12 regular and 6 special meetings in 2024; no director attended less than 75% of Board/committee meetings except Alfred A. DelliBovi (Audit Committee); independent directors meet in executive session at least quarterly .
- Skills matrix: Bennett flagged for leadership, corporate governance, local markets, banking, real estate, legal, strategic planning; 26 years tenure; independent .
- Election standard: Majority voting in uncontested elections; failure to secure majority triggers resignation process .
Fixed Compensation
| Component | Amount/Policy | 2024 Bennett Actual |
|---|---|---|
| Annual cash retainer (Outside Directors; paid by Bank) | $37,500 | Included in cash fees |
| Chairman of Board fee | $75,000 (Chair only; not applicable) | $0 |
| Committee chair retainers | Audit $15,000; Compensation $10,000; Nominating $7,500 (not applicable) | $0 |
| Meeting fees | Board/Bank Board $1,500; Audit $1,300; other committees $1,000 | Included in cash fees |
| Loan Committee property inspection fees | Paid when applicable | Not disclosed |
| Total cash fees paid (2024) | — | $75,500 |
Performance Compensation
| Equity Element | Grant detail | Vesting | 2024 Bennett Amount |
|---|---|---|---|
| Annual RSU grant (Outside Directors) | Formula award normally 4,800 RSUs each Jan 30; on Jan 25, 2024 and Jan 28, 2025 the Compensation Committee approved 4,800 RSUs per outside director with one‑year cliff vest (continuation of practice since 2019) | One‑year vest for 2024/2025 grants; accelerated vest on change‑of‑control, death, disability; dividends/dividend equivalents paid currently; settled in stock | Stock awards grant‑date fair value: $82,992 |
| Options/PSUs | None for directors | N/A | $0 |
No performance metrics are attached to director equity grants; they are time‑based RSUs with standardized size and vesting .
Other Directorships & Interlocks
| Company/Organization | Role | Committee Roles | Notes |
|---|---|---|---|
| None disclosed (public companies) | — | — | No public company directorships disclosed for Bennett in FFIC proxy |
Expertise & Qualifications
- Deep real estate legal experience in FFIC’s operating markets; valuable for collateral underwriting and branch retail footprint oversight .
- Skills matrix: leadership, governance, local markets, banking, real estate, legal, strategic planning .
Equity Ownership
| Metric | Value |
|---|---|
| Total beneficial ownership (common + RSUs exercisable/vestable within 60 days upon Board termination or retirement) | 107,848 shares; includes 4,800 underlying unvested RSUs that vest upon termination of Board service |
| Ownership as % of outstanding shares | 0.32% (33,776,688 shares outstanding on Mar 3, 2025) |
| Vested vs. unvested | Unvested RSUs: 4,800; common shares constitute balance |
| Pledging/Hedging | Prohibited for directors under company policy |
| Director stock ownership guideline | Must hold at least 5,000 shares after five full years of board service; mandatory compliance |
| Guideline compliance | Exceeds guideline with 107,848 shares |
Governance Assessment
- Committee assignment and independence: Bennett is independent and serves on the Nominating & Governance Committee responsible for director slate, committee assignments, governance policies, and approving related‑party transactions—positioned to influence board refreshment and conflict oversight .
- Engagement/attendance: Board meets monthly with additional specials; Bennett met minimum attendance thresholds; independent directors hold quarterly executive sessions—supports oversight quality .
- Pay and alignment: 2024 cash fees of $75,500 and RSU grant fair value $82,992 with one‑year vest. RSUs, dividend equivalents, and ownership guideline (>5,000 shares) promote alignment; lack of performance conditions on director equity and one‑year vesting are less performance‑linked signals .
- Ownership and policies: 0.32% stake; anti‑hedging/pledging policy reduces misalignment risk; Section 16(a) compliance confirmed for 2024—suggests robust reporting discipline .
- Conflicts/related party exposure: Company prohibits mortgage lending to directors; no loans to immediate family members of directors in 2024; Nominating & Governance Committee reviews related‑party transactions. Bennett’s ongoing leadership of a real estate investment firm represents a potential industry adjacency, but no related‑party transactions disclosed in the proxy .
RED FLAGS
- Time‑based RSUs with one‑year vesting for directors (since 2019) reduce performance linkage versus longer, multi‑year vesting and/or performance hurdles .
- Legacy Director Retirement Plan remains for pre‑2004 outside directors; pays $48,000 annually for 120 months; Bennett is noted as having maximized annual retirement benefits under the plan, which represents guaranteed post‑service value and is uncommon in modern governance frameworks .
Appendix: Director Retirement & Indemnity
- Director Retirement Plan: Unfunded, noncontributory defined benefit for outside directors who became outside directors before Jan 1, 2004; annual retirement benefit $48,000 paid monthly over 120 months; lump‑sum triggered on change‑of‑control; surviving spouse benefit available; Bennett has maximized annual retirement benefit under the plan based on years of service .
- Deferred Compensation Program for Outside Directors: Adopted plan exists, but as of Dec 31, 2024 there were no participants .
- Indemnity Agreements: Mandatory indemnification and expense advancement to fullest extent permitted by law for all directors .