John Buran
About John R. Buran
John R. Buran, age 75, is President, CEO, and a Director of Flushing Financial Corporation (FFIC) and Flushing Bank; he has served as CEO since July 2005 and as a Director since 2003 . Under his leadership, FFIC emphasizes conservative underwriting and balance sheet discipline; recent results include 2024 core EPS of $0.73 and 2024 net income of $21.7 million, while 5‑year cumulative TSR (2020–2024) declined to a $86 value of an initial $100 versus $162 for the peer index, indicating underperformance versus the S&P U.S. BMI Banks – Mid‑Atlantic Region Index . FFIC highlights maintained investment‑grade ratings (KBRA), robust liquidity, and a $70 million common stock raise in December 2024 to reposition the balance sheet for improved profitability .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Flushing Financial/Flushing Bank | EVP & COO | 2001–2005 | Helped drive operating execution prior to CEO role; advanced operational oversight . |
| Fleet Bank (NY Metro Division) | Executive Vice President | Prior to 2001 | Led NY Metro division in a large bank context, bringing scale discipline . |
| Citibank | Vice President, NY Investment Sales | Prior | Brought investment sales and client development experience . |
External Roles
| Organization | Role | Years | Notes/Impact |
|---|---|---|---|
| New York Bankers Association | Former Chairman; Director | Current director; prior Chairman | Brings statewide industry advocacy and policy perspective . |
| Federal Home Loan Bank of New York | Chairman; Director | Chair 2018–2023; Director 2010–2023 | Deep funding markets and housing finance governance experience . |
| Nassau County Interim Finance Authority | Director | ~8 years (prior) | Public finance oversight experience . |
Board Governance (Buran as Director)
- Board structure: Independent Chairman (Alfred A. DelliBovi) and separate CEO role (Buran), addressing CEO/Chair dual‑role concerns .
- Independence: Buran is not independent due to executive status; nine of eleven directors are independent .
- Committees: Compensation (Han Chair), Audit (Grassi Chair), Nominating & Governance (Grassi Chair); Buran is not listed as a member of these committees .
- Attendance: In 2024, no director attended <75% of Board/committee meetings (except the Audit Committee attendance note for the Chairman); implies Buran met the attendance expectation .
- Executive sessions: Independent directors meet at least quarterly without management .
- Hedging/pledging and lending: Hedging and pledging of company stock by directors/executives prohibited; lending to officers/directors is not permitted .
Fixed Compensation (CEO)
| Metric ($) | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary | 1,055,000 | 1,105,721 | 1,160,500 |
| Stock Awards (Grant‑date FV) | 590,085 | 569,715 | 395,035 |
| Non‑Equity Incentive Plan (Annual Bonus Paid) | 525,910 | 191,483 | 687,342 |
| All Other Compensation | 191,494 | 136,750 | 167,173 |
| Total | 2,362,489 | 2,042,655 | 2,433,701 |
Notes:
- Perquisites include company auto or car allowance (aggregate personal use per NEO < $10,000 in 2024), 401(k) match, DCRP, profit sharing, SSIP credits, and BOLI imputed value; Buran’s 2024 “All Other Compensation” detail includes 401(k) match $10,350, DCRP $13,800, profit sharing $11,943, SSIP $112,931, and BOLI $18,149 .
Performance Compensation
Annual Incentive Plan (AIP) – Plan Design and 2024 Outcomes
-
Target bonus: 55% of base salary for CEO .
-
Metrics (equally weighted): Core operating EPS and Core operating ROAE .
-
2024 targets and results: | Metric | Weight | Threshold | Target | Maximum | Actual 2024 | Payout as % of Target | |---|---:|---:|---:|---:|---:|---:| | Core operating EPS ($/diluted share) | 50% | 0.55 | 0.69 | 0.90 | 0.73 | 110% | | Core operating ROAE (%) | 50% | 2.51 | 3.14 | 4.08 | 3.25 | 106% | | Blended payout | — | — | — | — | — | 108% |
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Resulting CEO AIP: With target = 55% of $1,160,500 ($638,275), at 108% payout, bonus paid $687,342 (matches SCT) .
Long‑Term Incentives (LTI)
- 2024 grant mix: 50% performance RSUs (PRSUs), 50% time‑based RSUs .
- PRSUs (granted 1/25/2024): 11,750 target units; grant‑date FV $197,518; three‑year performance period with two equally weighted goals (Total charge‑offs and Increase in tangible book value); payout range 0%–150% of target; vest at end of 3‑year period subject to performance .
- Time‑based RSUs (granted 1/25/2024): 11,750 units; grant‑date FV $197,518; cliff vest 100% on third anniversary (1/25/2027), generally subject to continued employment .
- 2022 PRSUs settled at 0% due to below‑threshold performance on both total charge‑offs and tangible book value growth for the 2022–2024 period .
| LTI Component | Grant Date | Units | Grant‑Date FV ($) | Performance Metrics / Vesting |
|---|---|---|---|---|
| PRSU (target) | 1/25/2024 | 11,750 | 197,518 | Metrics: Total charge‑offs and Increase in tangible book value; 3‑yr cliff vest; 0%–150% payout . |
| Time‑based RSU | 1/25/2024 | 11,750 | 197,518 | 100% cliff vest on 3rd anniversary (1/25/2027) . |
| 2022 PRSU outcome | — | — | — | 0% earned for 2022–2024 cycle (below threshold on both goals) . |
Other policies:
- Clawbacks: SOX 304 applies; in Oct 2023 FFIC adopted a clawback policy compliant with Rule 10D‑1 and NASDAQ Listing Rule 5608 .
- Anti‑hedging/pledging: Prohibited for executives and directors .
- Option practices: Company does not currently grant options; no outstanding stock options as of 12/31/2024 .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total beneficial ownership | 193,068 shares; 0.57% of outstanding (33,776,688 shares) . |
| Shares in 401(k) | 117,075 shares credited to 401(k) account . |
| Unvested RSUs at 12/31/2024 | 37,250 units; market value $531,930 at $14.28/share . |
| Unvested PRSUs at 12/31/2024 | 18,875 units; market value $269,535 at $14.28/share . |
| Options | None outstanding . |
| Pledging/Hedging | Prohibited for executives and directors . |
| Executive stock ownership guidelines | Requires executives to retain 50% of “profit shares” (net shares from vesting after taxes) until age 61, then 20% per year thereafter; mandatory compliance . |
Vesting cadence and potential supply:
- Pre‑2024 RSUs generally vest 20% per year over five years; 2024 RSUs cliff vest after three years; PRSUs vest at cycle end, subject to performance, which can modulate near‑term selling pressure .
Employment Terms (CEO)
| Scenario (as of 12/31/2024) | Cash Severance | SERP Payout | Medical/Welfare Continuation | Accelerated Equity | BOLI Death Benefit | Total |
|---|---|---|---|---|---|---|
| Voluntary resign. w/o good reason or for cause | — | 1,475,588 | — | — | — | 1,475,588 |
| Retirement | — | 1,475,588 | 171,374 | 503,370 | — | 2,150,332 |
| Death | — | 1,475,588 | — | 938,630 | 2,321,000 | 4,735,218 |
| Disability | 2,332,049 | 1,475,588 | — | 938,630 | — | 4,746,267 |
| Termination w/o cause or resign for good reason | 6,146,967 | 1,475,588 | 171,374 | — | — | 7,793,929 |
| Change of Control (and qualifying termination) | 5,651,108 | 1,475,588 | 171,374 | 938,630 | — | 8,236,700 |
Key contract terms:
- Severance formula equals 36 months of salary and bonus (bonus based on highest of last three years) for Buran; includes pro‑rata bonus for year of termination following change of control .
- Benefits continuation: 36 months of medical/welfare; then lifetime retiree medical coverage at then‑current cost‑share .
- Excise tax gross‑up: Provided for all NEOs except Ms. Cullen and Mr. Bingold; Buran is covered (shareholder‑unfriendly feature) .
- SERP: Bookkeeping account credits of $50,000 annually from 2006–2015; balance paid as lump sum (greater of $500,000 or account balance; current balance exceeds $500,000) .
- Disability pay: 100% salary first 6 months, 75% next 6 months, then 60% for remainder of contract (offset by disability insurance) .
- Equity on retirement/death/disability/CoC: General full vesting with specific exceptions for certain 2023/2024 awards; PRSUs vest at target on CoC (if before end of performance period) .
- Non‑compete/non‑solicit: Not expressly disclosed; no claim made.
Deferred comp and retirement:
- SSIP deferrals (2024): CEO deferred $208,890; company credits $112,931; aggregate SSIP balance $4,251,972; combined SSIP+SERP aggregate balance $5,727,559; 2024 aggregate earnings $262,146; 2024 withdrawals $286,817 .
- Pension: Present value of accumulated benefit $374,594 (plan frozen since 2006) .
Clawbacks & compliance:
- SOX 304 applies; the company has not been required to recover compensation from CEO/CFO .
- Exchange Act 10D‑1/NASDAQ 5608‑compliant clawback adopted Oct 2023 .
Track Record and Pay‑for‑Performance Context
| Metric | 2020 | 2021 | 2022 | 2023 | 2024 |
|---|---|---|---|---|---|
| Net Income ($ thousands) | 34,674 | 81,793 | 76,945 | 28,664 | 21,700 |
| Core Operating EPS ($) | 1.70 | 2.81 | 2.49 | 0.83 | 0.73 |
| FFIC TSR ($100 start) | 82 | 114 | 96 | 93 | 86 |
| Peer Index TSR ($100 start) | 90 | 114 | 116 | 116 | 162 |
- Say‑on‑Pay support: 92% approval at 2024 annual meeting; ongoing shareholder outreach program maintained .
- 2024 program decisions: No base salary increases for NEOs; AIP paid at 108% of target on core EPS and core ROAE; LTI continued 50/50 PRSU/RSU mix with 3‑year cliff RSUs (formerly 5‑year ratable) .
Related Party Transactions and Governance Red Flags
- Related party transactions: Nominating & Governance Committee oversees; no officer/director loans under policy; no family loans outstanding in 2024 .
- Red flags:
- Excise tax gross‑up on change‑of‑control benefits for CEO (and most NEOs) .
- 2022 PRSUs paid 0% (alignment signal that performance equity is at risk) .
- Positive alignment features:
- Prohibition on hedging/pledging by executives/directors .
- Clawback policy (SOX 304 plus Dodd‑Frank compliant) .
- Executive stock ownership retention requirements .
Compensation Committee, Peer Group, and Philosophy
- Independent Compensation Committee; uses independent consultant (Pearl Meyer); annually reviews competitiveness, pay‑for‑performance, and retention; no consultant conflicts identified .
- Compensation philosophy targets a competitive range around median with heavy performance orientation (base + AIP + LTI mix) .
- Peer group: 22 Northeast urban/suburban banks of similar size (e.g., Berkshire Hills, Brookline, Dime, ConnectOne, OceanFirst, Provident, Washington Trust, TrustCo, etc.) .
Director Service & Compensation (as Director)
- As an employee, Buran receives no separate compensation for board service; director fees apply only to outside directors .
Investment Implications
- Pay‑for‑performance alignment is mixed: strong use of core EPS/ROAE in AIP and performance‑based equity (with real zero‑payout outcomes in 2022 PRSU cycle), but excise tax gross‑up remains a shareholder‑unfriendly feature .
- Near‑term vesting supply: Significant unvested RSUs/PRSUs outstanding (total unvested MV ~$801k at 12/31/24) with 2024 RSUs cliff vesting in 2027 and pre‑2024 RSUs vesting ratably—monitor Form 4s around vest dates for potential selling pressure .
- Retention: Long tenure, sizeable deferred compensation balances (SSIP+SERP ~$5.73m at YE 2024), and multi‑year LTI structures support retention, while performance payout risk (0% PRSU cycle) encourages execution discipline .
- Performance context: Core profitability improved in late 2024/2025 with net interest margin expansion and capital actions; however, 5‑year TSR underperformed the regional bank index, so sustained improvement in core earnings and tangible book value growth (both embedded in incentives) is critical for re‑rating .