Michael Azarian
About Michael A. Azarian
Independent Director at Flushing Financial Corporation since February 26, 2019; age 73 as of December 31, 2024. He serves on the Audit Committee and is flagged on the Board’s skills matrix for Technology/Cybersecurity, bringing 40+ years of financial services technology operations experience at JPMorgan Chase and Citigroup; he holds the DCRO Institute Certificate in Risk Governance and Cyber Risk Governance and the DCRO Qualified Risk Director designation (2023) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Citibank | Managing Director, Global Consumer Technology Executive | 2013–2017 | Led Retail Bank implementation of advanced customer servicing and global common operational processes . |
| JPMorgan Chase and Citigroup | Senior technology and operations roles | 30+ years (part of 40+ years FS technology experience) | Implemented major banking platforms; application portfolio modernization; ran bank operating units . |
External Roles
| Organization | Role | Tenure | Notes/Impact |
|---|---|---|---|
| CXO Nexus, Inc. | Board Director | Aug 2021–present | Board role at spend-analytics firm . |
| CXO Nexus, Inc. | Advisory Board Member | Jun 2018–Jul 2021 | Advisory capacity prior to board appointment . |
| DCRO Institute | QRD designation; Risk & Cyber Risk Governance certificates | 2023 | Governance and cyber-risk credentials . |
Board Governance
- Independence: Board determined 9 of 11 directors are independent; matrix denotes Azarian as independent .
- Committees: Audit Committee member (committee met 5 times in 2024; chair is Louis C. Grassi, CPA) .
- Attendance: In 2024, the Board held 12 regular and 6 special meetings; no director attended <75% of Board/committee meetings except Mr. DelliBovi (Audit Committee attendance) — implies Azarian ≥75% .
- Risk oversight context: Board maintains Information Technology and Risk & Compliance Committees (quarterly cadence) to oversee technology strategy, cybersecurity risk tolerance, and compliance; the Nominating & Governance Committee manages independence and related-party conflicts .
Fixed Compensation
| Component | Structure/Amount | Notes |
|---|---|---|
| Annual retainer (Outside Directors) | $37,500 (Bank retainer; none from Company) | 2024 schedule . |
| Chairman retainers | Board Chair: $75,000; Committee Chairs: Audit $15,000; Compensation $10,000; Nominating & Governance $7,500 | 2024 schedule . |
| Meeting fees | Board/Bank Board $1,500; Audit $1,300; Other committees $1,000 | Single fee when identically constituted committees/boards meet same day . |
| 2024 Director Compensation (Azarian) | Amount ($) |
|---|---|
| Fees earned/paid in cash | 79,000 |
| Stock awards (grant-date fair value) | 82,992 |
| Total | 161,992 |
Performance Compensation
| Equity Vehicle | Grant cadence | Grant size/value | Vesting | Dividends/Settlement | Change-of-control (CoC) and other accelerators | Performance Metrics |
|---|---|---|---|---|---|---|
| RSUs (Outside Directors) | Annual | 4,800 RSUs; grant-date fair value for 2024: $82,992 | For 2024 and 2025 grants: 1-year cliff vest (committee practice since 2019). Plan formula otherwise 1/3 per year over 3 years | Dividends or equivalents paid currently; awards settled in stock at vest | Full vest upon CoC; also upon termination due to death, disability, or retirement (age + Outside Director service ≥55, with ≥5 years service) | None (time-based RSUs; no performance conditions) . |
Other Directorships & Interlocks
| Company | Public/Private | Role | Committee Roles | Potential Interlocks/Conflicts |
|---|---|---|---|---|
| CXO Nexus, Inc. | Private | Director (since Aug 2021) | Not disclosed | Related-party transactions are reviewed/approved by the Nominating & Governance Committee; no director/family loans in 2024; Board independence affirmed after considering payments disclosed under related-person transactions . |
Expertise & Qualifications
- Technology/Cybersecurity oversight capability per skills matrix; Strategic planning; Banking exposure; M&A competence flagged in skills matrix .
- 40+ years of financial services technology operations; modernization of major banking platforms; ran bank operating units .
- DCRO Institute credentials: Certificate in Risk Governance and Cyber Risk Governance; DCRO Qualified Risk Director (QRD) .
Equity Ownership
| Item | Detail |
|---|---|
| Beneficial ownership (as of Mar 3, 2025) | 38,491 shares; 0.11% of class . |
| Included RSUs | Includes 4,800 shares underlying unvested RSUs that are treated as beneficially owned because they would vest upon termination of Board service (meets “retirement” definition) . |
| Shares outstanding (for context) | 33,776,688 as of Mar 3, 2025 . |
| Director stock ownership guideline | Must hold ≥5,000 shares after five full years of board service; mandatory . |
| Compliance status | Based on disclosed 38,491 shares vs 5,000-share guideline, Azarian exceeds guideline . |
| Hedging/pledging | Company prohibits hedging and pledging of Company stock by directors and executive officers . |
| Section 16(a) compliance | Company states all director/officer filing requirements were met in 2024 . |
Governance Assessment
-
Strengths and positive signals:
- Independent director with Audit Committee service and ≥75% attendance in 2024; Audit Committee met five times, indicating active financial oversight .
- Distinct technology/cybersecurity skillset and formal risk governance credentials (DCRO QRD), valuable for IT/cyber risk and digital transformation oversight in a regulated bank .
- Ownership alignment: holds 38,491 shares and exceeds mandatory 5,000-share director guideline; anti-hedging/pledging policy further aligns interests .
- Robust related-party controls (N&G pre-approval), no director/family loans in 2024; Board reaffirmed independence after reviewing related-person payments .
- Company-level compensation risk controls and clawback framework (SOX 304; 10D-1 policy adopted Oct 2023; no recoveries to date under SOX 304) support governance culture (clawback applies to executive officers) .
-
Watch items:
- Director equity grants have used a one-year vest since 2019 (vs. multi-year formula); while consistent with past practice, shorter vest periods can modestly reduce long-term alignment versus multi-year vesting frameworks .
- Not designated an “audit committee financial expert” (that designation applies to Grassi and Yoh), so his Audit Committee value-add is technology/cyber rather than accounting expertise .
-
Shareholder sentiment context:
- 2025 say‑on‑pay advisory vote passed with 23,561,333 “For” vs 2,874,353 “Against” (307,234 abstentions), indicating supportive pay governance overall .
RED FLAGS: None disclosed specific to Azarian. Company prohibits director hedging/pledging; no director/family loans in 2024; Section 16(a) compliance stated .