Louis Grassi
About Louis Grassi
Louis C. Grassi (age 69) is an independent director of Flushing Financial Corporation (FFIC) since 1998, with 26 years of board tenure as of December 31, 2024 . He is Chief Executive Officer of Grassi Advisory Group (Jericho and New York City), a licensed Certified Public Accountant (CPA) and Certified Fraud Examiner (CFE), and is designated an “audit committee financial expert” by FFIC’s board . He also serves on the Board of Directors of BRT Realty Trust .
Past Roles
| Organization | Role | Tenure/Dates | Committees/Impact |
|---|---|---|---|
| Grassi Advisory Group | Chief Executive Officer | Ongoing (principal occupation) | Leads accounting, tax, technology and management consulting practices; fraud examination and controls expertise |
| Flushing Financial Corporation | Director | Director since 1998; 26 years tenure as of 12/31/2024 | Chair, Audit Committee; Chair, Nominating & Governance Committee; Member, Compensation Committee; Audit Committee Financial Expert |
External Roles
| Organization | Role | Tenure/Dates | Notes |
|---|---|---|---|
| BRT Realty Trust | Director | Not disclosed | Public REIT directorship; potential interlock to monitor for any related-party transactions (none disclosed by FFIC) |
Board Governance
| Committee | Role | 2024 Meetings | Independence/Notes |
|---|---|---|---|
| Audit Committee | Chairman | 5 | Independent; SEC audit committee independence satisfied; Grassi designated audit committee financial expert |
| Nominating & Governance Committee | Chairman | 1 | Independent; approves related-party transactions, manages board independence and conflicts |
| Compensation Committee | Member | 4 | Independent; oversees executive and director compensation; authority to retain independent advisors |
| Board/Annual Meeting | Director | Not stated (policy to attend) | FFIC expects directors to attend annual meeting; all but two attended in 2024 (individual attendance not disclosed) |
- Board leadership: FFIC separates Chairman and CEO roles; Chairman is independent, supporting oversight quality .
- Related-party and lending: Mortgage loans are not made to directors; no loans to immediate family of a director in 2024 .
- Anti-hedging/pledging: Directors are prohibited from hedging company stock; pledging is broadly prohibited under insider trading policy .
Fixed Compensation
| Component | Detail | 2024 Amounts |
|---|---|---|
| Annual cash retainer (Outside Directors) | Bank retainer only | $37,500 |
| Chair retainers | Audit Chair $15,000; Compensation Chair $10,000; Nominating & Governance Chair $7,500 | Applicable to Grassi for Audit Chair and Nominating Chair; amounts per role |
| Meeting fees | Board $1,500; Audit $1,300; Other committees $1,000 | Per meeting, single fee when Board/Bank or committees meet same day |
| Director cash compensation (Grassi) | Aggregate fees earned or paid in cash for 2024 | $104,500 |
| Director retirement plan eligibility | Frozen plan; eligible Outside Directors (pre-2004) receive $48,000 annually for 120 months upon qualifying termination | Grassi has maximized annual retirement benefit under the plan based on years of service |
| Deferred compensation program | Outside Directors may defer cash fees; no participants as of 12/31/2024 | No participants in 2024 |
Performance Compensation
| Grant Year | Grant Date | Instrument | Units | Vesting | Grant Value / Policy |
|---|---|---|---|---|---|
| 2024 | January 25, 2024 | RSUs | 4,800 | One-year cliff vest (deviation from formula) | Grant date fair value per director: $82,992 |
| 2025 | January 28, 2025 | RSUs | 4,800 | One-year cliff vest (continuation since 2019) | Equity value targeted at $100,000, not to exceed 4,800 RSUs |
- Director equity standard: Outside Directors receive annual awards of 4,800 RSUs; awards vest over one year (practice since 2019), deviating from the multi-year formula in the Omnibus Incentive Plans as approved by the Board on Compensation Committee recommendation .
- Settlements and dividends: RSUs generally settled in stock; dividends/dividend equivalents paid on a current basis unless otherwise provided .
- As of 12/31/2024, each Outside Director had 4,800 RSUs outstanding .
Other Directorships & Interlocks
| Company | Role | Potential Interlock/Conflict Consideration |
|---|---|---|
| BRT Realty Trust | Director | FFIC’s Nominating & Governance Committee approves related-party transactions; no related loans or director family loans disclosed in 2024; continue monitoring for any business dealings |
Expertise & Qualifications
- Audit committee financial expert designation; CPA and CFE credentials .
- Skills matrix indicates Grassi’s strengths include Leadership, Corporate Governance & Oversight, Local Markets, Banking, Accounting/Finance, Mergers & Acquisitions, and Strategic Planning .
Equity Ownership
| Holder | Shares Beneficially Owned | Percent of Class | Notes |
|---|---|---|---|
| Louis C. Grassi | 118,421 | 0.35% | Includes 4,800 unvested RSUs that vest upon termination of Board service |
| Shares Outstanding (for % calc) | 33,776,688 | — | As of March 3, 2025 |
| Director Stock Ownership Guidelines | 5,000 shares minimum after five full years of service (mandatory) | — | Grassi’s 118,421 shares indicate substantial ownership relative to guideline |
| Anti-hedging/pledging policy | Hedging prohibited for directors; pledging broadly prohibited | — | Insider trading/anti-hedging policies in place |
| Section 16(a) compliance | All directors/officers compliant in 2024 | — | Company review determined full compliance |
Governance Assessment
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Strengths
- Deep financial and controls expertise as Audit Committee Chair and designated audit committee financial expert; enhances oversight of financial reporting, internal controls, and auditor independence .
- Broad governance remit as Chair of Nominating & Governance; direct role in conflict review and board independence; strong anti-hedging/pledging policies and no director/family loans disclosed in 2024 .
- Meaningful share ownership (118,421; 0.35%) and mandatory director ownership guidelines (≥5,000 shares after five years) support alignment .
- Compensation Committee independence and use of independent advisors; robust shareholder outreach; 92% say‑on‑pay approval in 2024 signals investor support for pay practices .
-
Considerations/Watch Items
- Long board tenure (26 years) can raise investor questions about refreshment/independence; FFIC engages shareholders on board succession/refreshment topics—continue monitoring governance disclosures and board composition changes .
- Director retirement plan provides a legacy benefit ($48,000 annually for 10 years for eligible directors); while frozen to post-2004 entrants, legacy benefits may be scrutinized by governance-focused investors .
- One‑year vesting of director RSUs (practice since 2019) deviates from multi‑year vesting formulas; monitor for alignment and retention signals and any future changes to director equity design .
- External REIT board (BRT Realty Trust) presents a potential interlock; FFIC’s committee review of related‑party transactions mitigates risk, but investors should watch for any disclosed dealings .
Director Compensation (2024)
| Name | Fees Earned or Paid in Cash ($) | Stock Awards ($) | Options ($) | Change in Pension Value/Deferred Comp ($) | All Other ($) | Total ($) |
|---|---|---|---|---|---|---|
| Louis C. Grassi | 104,500 | 82,992 | — | — | — | 187,492 |
Say‑on‑Pay & Shareholder Feedback
| Year/Meeting | Approval % | Engagement Notes |
|---|---|---|
| 2024 Annual Meeting | 92% approval of NEO compensation | Outreach to 17+ largest institutions (~50% of outstanding); focus on comp, board refreshment, classified board, strategy; continued use of independent compensation advisor |
Policies & Controls (Alignment and Risk Mitigation)
- Insider Trading/Clawbacks: Insider trading policy in place; clawback policy adopted consistent with SEC Rule 10D‑1 and NASDAQ 5608 (Oct 2023) .
- Governance Program: Emphasizes board strength, risk oversight, conflict minimization; prohibits hedging/pledging by directors and executives; no lending to officers/directors/affiliated parties .