Michael Bingold
Senior Executive Vice President, Chief Retail and Client Development Officer at FLUSHING FINANCIAL
Executive
About Michael Bingold
Michael Bingold is Senior Executive Vice President and Chief Retail and Client Development Officer at Flushing Financial Corporation (FFIC), a role he has held since December 2019 (previously EVP/Director of Distribution & Client Development since August 2014; joined FFIC in May 2013). Prior to FFIC, he held senior roles at Citibank (Small Business Region Director for NYC, Boston and Florida, 2010–2013; earlier senior sales leadership posts) . In 2024, the company hit both core EPS and core ROAE incentive targets, resulting in a 108% payout of annual incentives for named executives, including Bingold (core EPS actual $0.73 vs $0.69 target; core ROAE 3.25% vs 3.14% target) . Recent operating context: FFIC’s Q3 2025 GAAP EPS was $0.30 (core $0.35), with NIM expansion to 2.64% and ROAE of 5.86% .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Flushing Financial Corporation | SEVP/Chief Retail & Client Development Officer | Dec 2019 – present | Leads retail franchise growth and client development strategy . |
| Flushing Financial Corporation | EVP/Director of Distribution & Client Development | Aug 2014 – Dec 2019 | Directed distribution network and client development initiatives . |
| Flushing Financial Corporation | SVP/Chief of Staff | May 2013 – Aug 2014 | Senior operating support to executive leadership . |
| Citibank | Small Business Region Director (NYC, Boston, Florida) | 2010 – 2013 | Ran small business banking across key metro regions . |
| Citibank | Various senior sales leadership roles | Pre-2010 | East Division Sales Director, Mass Affluent Sales Director, Area Director . |
External Roles
No external public-company board or committee roles for Bingold were disclosed in the DEF 14A section on executive officers (not directors) .
Fixed Compensation
| Year | Salary ($) | Stock Awards ($) | Non-Equity Incentive Plan Compensation ($) | All Other Compensation ($) | Total ($) |
|---|---|---|---|---|---|
| 2024 | 440,000 | 194,996 | 213,221 | 65,675 | 913,892 |
| 2023 | 419,231 | 331,834 | 59,400 | 55,142 | 865,607 |
| 2022 | 399,423 | 291,276 | 159,518 | 72,656 | 922,873 |
Performance Compensation
2024 Annual Cash Incentive – Plan Design and Outcomes
| Metric | Weighting | Threshold | Target | Maximum | Actual | Payout (% of Target) |
|---|---|---|---|---|---|---|
| Core operating EPS (diluted) | 50% (equal-weighted) | $0.55 | $0.69 | $0.90 | $0.73 | 110% |
| Core operating ROAE | 50% (equal-weighted) | 2.51% | 3.14% | 4.08% | 3.25% | 106% |
| Total payout | — | — | — | — | — | 108% |
2024 Bingold Bonus Mechanics
| Item | Value |
|---|---|
| Target bonus ($) | 198,000 (target under non-equity incentive awards) |
| Actual bonus paid ($) | 213,221 |
| Payout vs target (%) | 108% (company-wide payout factor) |
Derived target bonus as % of salary ≈ 45% (198,000 ÷ 440,000), using disclosed 2024 salary and target figure .
2024 Long-Term Equity Grants (Granted 1/25/2024)
| Award type | Grant date | Units (target) | Vesting | Performance range | Grant-date fair value ($) |
|---|---|---|---|---|---|
| PRSUs | 1/25/2024 | 5,800 | 3-year cliff; earned on 3-yr goals | 50%–150% of target | 97,498 |
| RSUs (time-based) | 1/25/2024 | 5,800 | 100% vest on 3rd anniversary; full vest on death/disability/CoC | — | 97,498 |
Notes: Restricted stock units granted prior to 2024 vest 20% per year over five years; 2024 RSUs cliff vest after 3 years. PRSUs vest on 3-year cliff with 0–150% payout. Immediate vesting on retirement (with noted exceptions), death or disability, or upon change of control .
Equity Ownership & Alignment
| Ownership item | Amount |
|---|---|
| Beneficially owned shares (as of 3/3/2025) | 46,521 (0.14% of class) |
| Shares credited in 401(k) | 9,275 |
| Unvested RSUs (excluded from beneficial ownership table’s % calc) | 20,660 |
| Unvested PRSUs (excluded) | 20,500 |
| Stock vested in 2024 | 14,507 shares; $246,589 value |
- Executive stock ownership guidelines: SEVPs must retain 50% of “profit shares” (net shares after taxes from full-value awards) while employed until age 61; then may dispose 20% annually. Compliance is mandatory .
- Anti-hedging/pledging: Executives and directors are prohibited from hedging; with limited exceptions, executives are prohibited from holding stock in margin accounts and from pledging stock as collateral .
- Clawback: Company adopted a clawback policy in Oct 2023 consistent with Exchange Act Rule 10D-1 and NASDAQ Rule 5608; SOX 304 also applies to CEO/CFO .
Employment Terms
- Employment agreements permit termination with or without cause; “good reason” includes failure to re-elect, material adverse change in duties, relocation outside Queens/Nassau without consent, non-renewal, material breach, or successor’s failure to assume. Severance equals salary plus bonus (average of past three years for Bingold) for the 24 months post-termination period; pro-rata current-year bonus also payable. Cullen and Bingold are excluded from change-of-control gross-up and from the special “resignation window” coverage applicable to some others; no excise tax gross-up for Cullen and Bingold .
Potential Payments for Michael Bingold (assumed event date 12/31/2024)
| Scenario | Cash ($) | Medical/Welfare Benefits ($) | Accelerated Equity ($) | BOLI ($) | Total ($) |
|---|---|---|---|---|---|
| Death | — | 498,092 | — | 880,000 | 1,378,092 |
| Disability | 620,189 | 498,092 | — | — | 1,118,281 |
| Good reason or termination without cause | 1,362,500 | 224,428 | — | — | 1,586,928 |
| Change of control | 1,208,679 | 224,428 | 498,092 | — | 1,931,199 |
Deferred Compensation (SSIP)
| Item (2024 activity) | Amount ($) |
|---|---|
| Executive contributions | 48,400 |
| Company contributions (credited in 2025 for 2024) | 28,315 |
| Aggregate earnings/(loss) | 122,251 |
| Aggregate balance at 12/31/2024 | 935,260 |
Outstanding and Vested Equity Detail (FY2024 year-end)
| Grant date | Unvested RSUs (#) | Market value of RSUs ($) | Unearned PRSUs (#) | Market/Payout value of PRSUs ($) |
|---|---|---|---|---|
| 1/25/2024 | 5,800 | 82,824 (at $14.28) | 5,800 | 82,824 |
| 1/26/2023 | 6,640 | 94,819 | 4,150 | 59,262 |
| 1/27/2022 | 3,480 | 49,694 | — | — |
| 1/28/2021 | 2,320 | 33,130 | — | — |
| 1/30/2020 | 1,160 | 16,565 | — | — |
| Totals | 19,400 | 277,032 | 9,950 | 142,086 |
Notes: PRSUs reflect threshold (2023 grant) and target (2024 grant) representations given performance trajectory as of 12/31/2024 .
Compensation Structure Analysis
- Mix shift and risk: Equity mix is primarily RSUs and PRSUs—no stock options granted in 2022–2024; option awards column is zero, indicating lower upside convexity vs options . RSUs granted in 2024 are 3-year cliff vesting, which can concentrate vesting and potential selling windows (vs prior 5-year pro-rata) .
- Pay-for-performance: 2024 annual incentive tied 100% to company financials (core EPS, core ROAE), paid at 108%—moderate outperformance vs targets (EPS 110%, ROAE 106%) .
- Ownership alignment: Mandatory retention of 50% of profit shares and anti-hedging/pledging policy mitigate misalignment risks .
- Clawback readiness: Policy in line with 10D-1/NASDAQ supports recoverability of incentive pay in restatement scenarios .
Equity Ownership & Alignment (Additional Detail)
| Item | Detail |
|---|---|
| Beneficial ownership context | As of 3/3/2025, Bingold beneficially owns 46,521 shares (0.14% of class); excludes 20,660 unvested RSUs and 20,500 unvested PRSUs; includes 9,275 shares in 401(k) . |
| Company-wide large holders | Dimensional Fund Advisors ~5.0% (1,688,825 shares); Wellington group ~5.3% (1,786,993 shares) . |
Employment Terms (Key Definitions)
- Good reason triggers include non-re-election, material adverse change in duties, certain relocations, non-renewal, material breach, or failure of successor to assume contract .
- Severance multiple: 24 months of salary plus bonus (average of last three years for Bingold), plus pro-rata current-year bonus; continued benefits for 24 months .
- Change-of-control: Accelerated vesting on equity awards; Bingold is excluded from excise tax gross-up and from certain post-CoC resignation coverage applicable to others .
Investment Implications
- Incentive alignment: 2024 payout at 108% reflects formulaic linkage to core EPS and ROAE; limited discretion signals a measurable pay-performance connection .
- Potential selling pressure window: The 2024 RSUs (5,800 units) and PRSUs (5,800 target units) are 3-year cliff instruments—settlement around January 25, 2027 could concentrate supply if multiple NEOs vest simultaneously, though ownership guidelines require retention of 50% of net shares and anti-pledging rules reduce liquidity-driven selling risk .
- Retention and CoC economics: Bingold’s severance for termination without cause/good reason is ~$1.59M including benefits; CoC total ~$1.93M with equity acceleration—meaningful but not excessive for an SEVP, and without excise tax gross-up, which is shareholder-friendly .
- Skin-in-the-game: Direct beneficial stake of 0.14% is modest; however, sizable unvested equity (20,660 RSUs; 20,500 PRSUs) and retention/anti-hedging policies support alignment over the medium term .