Maria Grasso
Senior Executive Vice President, Chief Operating Officer and Corporate Secretary at FLUSHING FINANCIAL
Executive
About Maria Grasso
Senior Executive Vice President, Chief Operating Officer, and Corporate Secretary of Flushing Financial Corporation; age 60 as of December 31, 2024; EVP/COO since May 2006 and Senior EVP/COO since January 2014 . Company performance during 2024: average total assets +5.3% to $9.0B, average total deposits +6.5% to $7.3B, net charge-offs to average loans improved to 0.11%, and paid $0.88 per share in dividends (6.16% yield at year-end), with net interest margin expanding in H2 2024 . Annual incentives for NEOs were paid at 108% of target based on core operating EPS and core operating ROAE objectives .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Flushing Financial Corporation | Executive Vice President and Chief Operating Officer | May 2006–Jan 2014 | Operational leadership and scaling of core banking franchise |
| The Bank of New York | Senior Vice President, Long Island Queens Division | — | Regional leadership in branch operations and client service |
| Fleet Bank, N.A. | Senior Vice President, NY Metro Division | 1997–2002 | Managed NY Metro banking operations during consolidation phase |
| NatWest Bank | Senior management roles | — | Senior roles across consumer/commercial banking |
| Chase Manhattan Bank, N.A. | Senior management roles | — | Senior roles across consumer/commercial banking |
Fixed Compensation
Multi-year compensation (Summary Compensation Table):
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | $542,045 | $568,105 | $596,250 |
| Stock Awards ($) | $311,364 | $347,826 | $208,444 |
| Non-Equity Incentive Plan Compensation ($) | $216,164 | $80,494 | $288,939 |
| All Other Compensation ($) | $95,196 | $68,728 | $84,122 |
| Total ($) | $1,164,769 | $1,065,153 | $1,177,755 |
2024 annual incentive target parameters:
| Item | Value |
|---|---|
| Target bonus % of salary (Senior EVP) | 45% |
| 2024 target ($) | $268,312 |
| 2024 payout (% of target) | 108% |
| 2024 bonus paid ($) | $288,939 |
Performance Compensation
Annual incentive mechanics (2024):
| Metric | Weight | Target | Actual | Payout (% of Target) | Notes |
|---|---|---|---|---|---|
| Core operating EPS (diluted) | 50% | $0.69 | $0.73 | 110% | Threshold 80%, Max 130% of target; linear interpolation |
| Core operating ROAE | 50% | 3.14% | 3.25% | 106% | Threshold 80%, Max 130% of target |
| Total payout | — | — | — | 108% | Committee may apply negative discretion |
Long-term equity incentive structure:
- Mix: 50% performance-based RSUs (PRSUs) and 50% time-based RSUs (RSUs) in 2024 .
- 2024 PRSU metrics (equally weighted): total charge-offs and increase in tangible book value per share; earnout: 0%/50%/100%/150% at below threshold/threshold/target/maximum, over a three-year period (Jan 1, 2024–Dec 31, 2026) .
- 2022 PRSUs settled at 0% in January 2025 (below threshold on both metrics: total charge-offs 0.30% vs 0.23% threshold; tangible book value +1.90% vs 10.40% threshold) .
2024 equity grants to Maria Grasso:
| Award Type | Grant Date | Units (Target) | Grant Date Fair Value ($) |
|---|---|---|---|
| PRSUs | 1/25/2024 | 6,200 | $104,222 |
| RSUs (time-based) | 1/25/2024 | 6,200 | $104,222 |
Vesting and dividends:
- RSUs: cliff vest 100% on third anniversary of grant; dividends paid currently; accelerate upon death, disability or change in control .
- PRSUs: three-year cliff vest subject to performance; earnout 0–150% of target .
Options: Not currently granted; company does not grant stock options or similar instruments .
Equity Ownership & Alignment
Ownership and outstanding awards:
| Item | Amount |
|---|---|
| Beneficial ownership (shares) | 82,525 |
| Percent of class | 0.24% |
| Unvested RSUs (at 12/31/2024) | 20,600 units; $294,168 market value (at $14.28) |
| Unearned PRSUs (at 12/31/2024) | 10,550 units; $150,654 market/payout value (at $14.28) |
| Shares vested in 2024 | 16,359; $278,454 value realized |
Alignment policies and restrictions:
- Executive Stock Ownership Guidelines: Senior EVPs must retain 50% of “profit shares” (net shares after taxes from vesting) until age 61; 20% annual disposition permitted after 61; mandatory compliance .
- Anti-hedging/pledging: Executives and directors are prohibited from hedging and pledging company stock (with limited margin exceptions prohibited for executives) .
Insider selling pressure and vesting cadence:
- 2024 RSUs are 3-year cliff, creating a concentrated vesting event on the third anniversary of 1/25/2024, which may temporarily increase sellable shares absent retention guidelines .
- 2023 and 2024 PRSUs vest on a 3-year cliff with 0–150% payout based on performance, reducing near-term liquidity versus time-based awards .
Employment Terms
Severance and change-of-control economics:
| Scenario (as of 12/31/2024) | Cash Severance | SERP | Medical/Welfare Benefits (PV) | Accelerated Equity | Excise Tax Gross-up | BOLI Death Benefit | Total |
|---|---|---|---|---|---|---|---|
| Retirement | — | $225,199 | $265,608 | — | — | — | $490,807 |
| Death | — | — | $527,708 | — | — | $1,192,500 | $1,720,208 |
| Disability | $840,427 | — | $527,708 | — | — | — | $1,368,135 |
| Good Reason / Without Cause | $2,023,485 | — | $225,199 | — | — | — | $2,248,684 |
| Change of Control | $1,815,040 | — | $225,199 | $527,708 | — | — | $2,567,947 |
Employment agreement terms:
- Severance multiple: lump sum equal to salary and bonus otherwise payable for 24 months; pro rata bonus for year of termination; after change of control, pro rata bonus based on prior year .
- Good reason: failure to re-elect, material adverse change in duties, relocation outside Queens/Nassau without consent, failure to renew, material breach, or successor’s failure to assume agreement .
- Excise tax gross-up: available to NEOs other than CFO Cullen and Bingold; covers excess parachute payment excise tax under IRC §4999 .
- Health and welfare continuation: 24 months of active-equivalent benefits; lifetime retiree medical coverage at prevailing level and cost-sharing after that period .
- Clawback: Sarbanes-Oxley §304 plus October 2023 clawback policy per Exchange Act Rule 10D-1 and NASDAQ 5608 .
Perquisites and insurance:
- Company automobile or car allowance provided; personal-use perquisite below SCT disclosure threshold (<$10k) in 2024 .
- Bank Owned Life Insurance (BOLI): two times base salary death benefit while employed; reduces post-retirement to one times base plus $50k ; Maria’s BOLI amount reflected in potential payments table .
Deferred compensation (SSIP):
| Item | Amount ($) |
|---|---|
| Executive contributions (2024) | $71,550 |
| Company contributions (2024) | $46,360 |
| Aggregate earnings (2024) | $62,160 |
| Aggregate withdrawals (2024) | $111,557 |
| Aggregate balance (12/31/2024 + 2025 credits) | $1,101,392 |
Pension benefits:
- Not eligible for the frozen defined benefit Retirement Plan (plan froze in 2006 before eligibility satisfied) .
Equity Ownership & Alignment
| Metric | Value |
|---|---|
| Shares beneficially owned | 82,525 |
| Percent of class | 0.24% (outstanding shares 33,776,688 as of 3/3/2025) |
| Unvested RSUs (12/31/2024) | 20,600 units; $294,168 market value |
| Unearned PRSUs (12/31/2024) | 10,550 units; $150,654 market/payout value |
Governance safeguards:
- Prohibition on hedging and pledging for executives and directors; lending to officers/directors prohibited; quarterly independent director executive sessions .
Compensation Structure Analysis
- Year-over-year mix: Equity grant fair value to Maria decreased from $347,826 (2023) to $208,444 (2024), while cash incentive increased from $80,494 (2023) to $288,939 (2024) driven by 108% payout on lower targets, indicating higher cash realization versus prior year .
- Shift in RSU vesting: Time-based RSUs moved from 5-year ratable to 3-year cliff vest in 2024, increasing retention and near-term vesting overhang in 2027 .
- Performance rigor: 2022 PRSUs paid 0% in Jan 2025, reflecting below-threshold outcomes on charge-offs and tangible book value, demonstrating pay-for-performance enforcement .
- Governance and shareholder input: Say-on-Pay approved by 92% in 2024; Pearl Meyer engaged; peer group of 22 Northeast banks used for benchmarking; targets designed in line with strategic plan and risk constraints .
Performance & Track Record
- 2024 execution: Expanded net interest margin in H2 after compression in H1; raised $70M capital to reposition balance sheet; restructured investment portfolio; transferred loans to held for sale; reduced borrowing costs; opened Melville branch and planned expansions in NYC to grow noninterest-bearing deposits .
- Capital and asset quality: TCE/TA rose to 7.82%; capital ratios well above “well-capitalized” thresholds; KBRA investment-grade rating retained for ninth consecutive year; net charge-offs/average loans decreased 5 bps to 0.11% .
Say-On-Pay & Shareholder Feedback
- Say-On-Pay approval: 92% in 2024; outreach to 17 large institutions (~50% of shares), continuing to evolve compensation design; investors supportive of 2019 changes and disclosure breadth .
Compensation Peer Group
- Peer group includes 22 Northeast banks (e.g., Berkshire Hills Bancorp, Dime Community Bancshares, OceanFirst, Provident, ConnectOne, Community Bank System, Tompkins, TrustCo, Washington Trust), benchmarked around median; no year-over-year changes to the peer group .
Risk Indicators & Red Flags
- Excise tax gross-up provision applies to Maria (except CFO Cullen and Bingold), a shareholder-unfriendly feature increasingly rare among peers .
- Concentrated vesting event: 2024 RSUs cliff vesting on the third anniversary of grant can create short-term selling pressure depending on retention guidelines compliance .
- No options repricing; hedging/pledging prohibited; compensation clawback policy in place per Rule 10D-1 .
Employment Terms
- Severance multiple: 24 months of salary plus bonus (highest in last three years) and pro rata current-year bonus; post–change-of-control pro rata bonus based on prior year .
- Good reason definitions and lifetime retiree medical coverage detailed; health and welfare benefits continue for 24 months .
Investment Implications
- Alignment: High proportion of at-risk pay and 0% PRSU outcome for the 2022 grant indicate true performance gating; 2024 cash incentive at 108% of target on reduced targets warrants monitoring of target-setting rigor versus peer banking cycle .
- Retention and supply: 3-year cliff RSUs strengthen retention through 2027 but could add tradable share supply at vest, moderated by mandatory profit-share retention guidelines to age 61 .
- Governance and change-of-control: The presence of excise tax gross-up and single-trigger resignation window post–change-of-control elevate parachute risk; severance at 24 months is within typical regional bank ranges but gross-up is a negative governance signal .
- Ownership skin-in-the-game: Direct ownership is modest (0.24%), but significant unvested RSUs/PRSUs and SSIP balances tied to company stock enhance alignment; hedging/pledging prohibitions further support shareholder alignment .