Steven D’Iorio
About Steven J. D’Iorio
Steven J. D’Iorio (age 75) is an independent director of Flushing Financial Corporation, serving since 2004 with his current term expiring in 2027. He has over 40 years of real estate development and project management experience and is an Executive Managing Director of Project and Development Services at Cushman & Wakefield, bringing deep real estate, local market, and banking oversight expertise to the board .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Cushman & Wakefield | Executive Managing Director, Project & Development Services | 40+ years of real estate development/project management experience (career) | Oversees complex multi‑discipline projects; expertise relevant to bank real estate collateral and branch network |
External Roles
- No other public company directorships are disclosed in Mr. D’Iorio’s FFIC biography .
Board Governance
| Item | Details |
|---|---|
| Independence | Independent under Nasdaq standards (9 of 11 directors independent; D’Iorio listed as independent) |
| Director since | 2004 |
| Current term | 2027 |
| Committee assignments (Company and Bank boards are identically constituted) | Compensation Committee member (Committee met 4x in 2024; Chair is Sam Han) |
| Other key committees (composition) | Audit Committee: Grassi (Chair), Azarian, DelliBovi, Yoh (not D’Iorio); Nominating & Governance: Grassi (Chair), Bennett, DelliBovi, Han, McCabe (not D’Iorio) |
| Board/meeting cadence | 2024: Board held 12 regular and 6 special meetings |
| Attendance | “No director attended less than 75%” of board/committee meetings on which they served in 2024, except Mr. DelliBovi at Audit (3 of 5); implies D’Iorio met the ≥75% threshold |
| Annual meeting engagement | Policy expects directors to attend the annual meeting; at the 2024 annual meeting, all but two directors attended |
| Risk oversight touchpoints | Compensation Committee oversees compensation risk; Nominating & Governance oversees independence/conflict risks; Audit oversees financial reporting/internal control |
Fixed Compensation (Outside Director – 2024)
| Component | Amount/Rate | Notes |
|---|---|---|
| Fees earned or paid in cash | $91,500 | Includes annual retainer, any chair retainers (if applicable), board/committee meeting fees, and property inspection fees if applicable |
| Stock awards (grant-date fair value) | $82,992 | RSUs granted under Omnibus Incentive Plan |
| Total | $174,492 | Sum of cash and stock awards; no option awards or other comp reported |
Director Fee Schedule in 2024 (Structure):
- Annual director retainer: $37,500 (Bank; no additional Company retainer). Chair retainers: Board Chair $75,000; Audit Chair $15,000; Compensation Chair $10,000; Nominating & Governance Chair $7,500. Meeting fees: Board/Bank Board $1,500 per meeting; Audit Committee $1,300; other committees $1,000; single fee when identically constituted bodies meet same day. Loan Committee members also receive property inspection fees .
Performance Compensation (Director Equity and Vesting)
| Element | Grant/Units | Vesting | Notes |
|---|---|---|---|
| Annual RSU grant (standard formula) | 4,800 RSUs to each Outside Director as of Jan 30 | 1/3 annually on each Jan 30 over 3 years (time-based) | Standard plan terms; accelerated vesting on change of control/death/disability/retirement as defined |
| 2024 grant (actual) | 4,800 RSUs (approved Jan 25, 2024) | 100% cliff vest one year from grant (deviation from standard schedule) | Continuation of practice targeting ~$100,000 value, not to exceed 4,800 RSUs |
| 2025 grant (actual) | 4,800 RSUs (approved Jan 28, 2025) | 100% cliff vest one year from grant (deviation from standard schedule) | Continuation of 1‑year vest approach for outside directors |
- Performance metrics: None disclosed for director equity (RSUs are time‑based; not tied to performance metrics such as TSR, earnings, or ESG targets) .
Other Directorships & Interlocks
| Company | Role | Notes |
|---|---|---|
| None disclosed | — | No other public company board roles disclosed in Mr. D’Iorio’s biography |
Expertise & Qualifications
- Skills matrix indicates proficiency in Leadership, Corporate Governance & Oversight, Local Markets, Banking, Real Estate, and Strategic Planning (no checks shown for Capital Markets, Accounting/Finance, or M&A) .
Equity Ownership (Alignment)
| Metric | Value | Notes |
|---|---|---|
| Beneficial ownership (as of Mar 3, 2025) | 56,600 shares | Includes 4,800 unvested RSUs that vest upon termination of Board service; each director <1.00% individually |
| Percent of class | 0.17% | Shares outstanding: 33,776,688 as of Mar 3, 2025 |
| Unvested RSUs | 4,800 units | Vest upon termination of Board service (meets retirement definition under plan) |
| Pledging/Hedging | Not disclosed | No pledging noted in ownership footnotes for Mr. D’Iorio |
| Director stock ownership guideline | 5,000 shares required after five full years of board service | Mandatory for Outside Directors |
| Compliance status | Exceeds guideline (holds 56,600 shares vs 5,000 required) | Based on disclosed beneficial ownership and guideline |
Related-Party Exposure and Controls
- Policy: Nominating & Governance Committee must approve related‑party transactions; factors considered include arm’s length terms and materiality .
- Lending: No mortgage loans to directors/executive officers; no loans to immediate family of a director outstanding in 2024 .
- Disclosure: Proxy does not disclose any specific related‑party transactions involving Mr. D’Iorio; he is an executive at Cushman & Wakefield, but no transactions with that firm are disclosed in the filing .
Additional Director Programs and Protections
- Deferred Compensation Program for Outside Directors: Allows deferral of retainers/fees; as of Dec 31, 2024, there were no participants .
- Outside Director Retirement Plan: Frozen; only available to those who became directors before Jan 1, 2004. Mr. D’Iorio is not eligible (frozen before eligibility) .
- Indemnity Agreements: Company and Bank provide mandatory indemnification and advancement to directors to fullest extent of law .
Say‑on‑Pay & Shareholder Feedback (Context)
- 2024 Say‑on‑Pay approval: Approximately 92% of votes cast supported executive compensation; ongoing shareholder engagement noted by the board and Compensation Committee .
Governance Assessment
- Board effectiveness signals: Independent status, long service since 2004, and domain expertise in real estate/local markets align with FFIC’s risk profile (CRE collateral, branch network). Active role on the Compensation Committee, which met four times in 2024, supports pay governance oversight .
- Alignment: Strong ownership (56,600 shares, 0.17% of class) substantially exceeds the 5,000‑share director guideline, reinforcing skin‑in‑the‑game; director equity is delivered via RSUs with a one‑year vest in 2024 and 2025, supporting near‑term alignment while remaining time‑based (not performance‑based) .
- Conflicts: No related‑party transactions involving Mr. D’Iorio are disclosed; related‑party policies and the Nominating & Governance Committee’s approval framework are in place. Lending prohibitions and 2024 disclosures of no family loans further reduce conflict risk .
- Engagement/attendance: Board held 12 regular and 6 special meetings in 2024; the proxy states all directors met the ≥75% attendance threshold other than one Audit Committee exception (not Mr. D’Iorio), indicating adequate engagement .
RED FLAGS
- None disclosed specific to Mr. D’Iorio (e.g., related‑party transactions, pledging, low attendance, or compensation anomalies). Standard director equity is time‑based RSUs; no option repricings or tax gross‑ups are disclosed for directors .