Susan Cullen
Senior Executive Vice President, Treasurer and Chief Financial Officer at FLUSHING FINANCIAL
Executive
About Susan Cullen
Susan K. Cullen, age 59 as of December 31, 2024, is Senior Executive Vice President, Treasurer and Chief Financial Officer of Flushing Financial Corporation (FFIC) and Flushing Bank, serving as CFO since February 2016 after joining the company in August 2015; she is a Certified Public Accountant with prior leadership roles in SEC reporting, investor relations, risk, and audit . Under her tenure, 2024 core operating EPS was $0.73 and ROAE used for incentives was 3.25%, while the company’s five-year cumulative TSR was -14% versus +62% for a Mid-Atlantic bank peer index, reflecting mixed shareholder returns amid industry conditions . FFIC grew average assets 5.3% to $9.0B and deposits 6.5% to $7.3B in 2024, maintained investment-grade ratings and strong capital ratios, and paid $0.88 per share in dividends (6.16% yield at year-end) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Hudson Valley Bank | EVP SEC Reporting & Investor Relations | Jan 2014–Jul 2015 | Led external reporting and investor engagement during a transitional period |
| Hudson Valley Bank | EVP Chief Risk Officer | Jun 2012–Jan 2014 | Oversaw enterprise risk for a regional bank, informing conservative underwriting discipline |
| Grant Thornton LLP | Audit Partner, Financial Services Practice | Prior to Hudson Valley Bank tenure | Directed financial services audits; deep GAAP/controls expertise |
External Roles
No external public-company directorships disclosed for Susan Cullen in the proxy .
Fixed Compensation
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Base Salary ($) | $466,454 | $489,242 | $513,480 |
| FY 2024 Target Bonus % (of salary) | 45% (Senior EVP program) |
|---|
Performance Compensation
Annual Incentives (FY 2024)
| Metric | Weighting | Threshold | Target | Maximum | Actual | Payout (% of target) |
|---|---|---|---|---|---|---|
| Core operating EPS (diluted) | 50% | $0.55 | $0.69 | $0.90 | $0.73 | 110% |
| Core operating ROAE | 50% | 2.51% | 3.14% | 4.08% | 3.25% | 106% |
| Overall annual bonus payout | — | — | — | — | — | 108% |
| FY 2024 Bonus Paid ($) | $248,829 |
|---|
Long-Term Equity Incentives
| Grant Year | Instrument | Units | Grant-Date Fair Value ($) | Vesting | Performance Metrics |
|---|---|---|---|---|---|
| 2024 | PRSUs | 5,800 | $97,498 | Earned based on 3-year performance (2024–2026); payout 0–150% of target | Total charge-offs and tangible book value increase (equal weight), linear interpolation |
| 2024 | RSUs (time-based) | 5,800 | $97,498 | 100% cliff vest on 3rd anniversary, generally subject to continued employment | — |
Performance vesting outcome for prior award:
| PRSUs (Grant 2022, performance period 2022–2024) | Threshold | Target | Maximum | Actual | Payout |
|---|---|---|---|---|---|
| Total charge-offs (%) | 0.23% | 0.20% | 0.17% | 0.30% | 0% |
| TBV increase (%) | 10.40% | 13.00% | 14.30% | 1.90% | 0% |
| Award Settlement | — | — | — | — | Not earned (0%) |
Equity Ownership & Alignment
Beneficial Ownership
| Item | Value |
|---|---|
| Shares beneficially owned | 78,046 |
| Ownership % of outstanding | 0.23% (33,776,688 shares outstanding) |
| Shares credited in 401(k) Savings Plan | 18,220 |
| Shares excluded from beneficial count (unvested) | 20,660 RSUs; 20,500 PRSUs |
| Hedging and pledging of company stock | Prohibited for executives/directors |
| Executive stock ownership guidelines | Retain 50% of “profit shares” until age 61; mandatory |
Outstanding Equity Awards at FY 2024 Year-End (Market value at $14.28/share)
| Instrument | Units Not Vested | Market Value ($) |
|---|---|---|
| RSUs (time-based) | 19,400 | $277,032 |
| PRSUs (unearned, at target) | 9,950 | $142,086 |
| Stock options | None outstanding |
Stock Vested in 2024
| Shares Vested | Value Realized ($) |
|---|---|
| 15,067 | $256,361 |
Insider Selling Pressure Considerations
- Cliff vesting of the 2024 RSU grant occurs on January 25, 2027; earlier grants (e.g., 2022 RSUs) vest 20% annually over five years, adding periodic liquidity events; guidelines require retention of 50% of “profit shares,” dampening near-term sell pressure .
Employment Terms
Severance and Change-of-Control Economics (assumes event as of Dec 31, 2024)
| Scenario | Cash Severance ($) | Continuation of Medical/Welfare Benefits PV ($) | Accelerated Equity Vesting ($) | BOLI Death Benefit ($) | Total ($) |
|---|---|---|---|---|---|
| Voluntary resignation w/o Good Reason or termination for Cause | — | — | — | — | — |
| Retirement | — | — | — | — | — |
| Death | — | — | $498,092 | $1,026,960 | $1,525,052 |
| Disability | $723,761 | — | $498,092 | — | $1,221,853 |
| Good Reason resignation or termination without Cause | $1,595,707 | $238,731 | — | — | $1,834,438 |
| Change of Control (termination) | $1,416,198 | $238,731 | $498,092 | — | $2,153,021 |
Key contract features:
- Term and severance multiple: Employment Agreements provide 24 months of salary and bonus (average of last three years for CFO) for termination without Cause or Good Reason; severance also payable upon termination following a change of control; CFO’s agreement does not include the special 60-day window beginning six months after change of control and has no excise tax gross-up entitlement .
- Equity awards: Single-trigger vesting on change of control (PRSUs at target if CoC occurs before performance period end; otherwise at actual), and full vesting upon death or disability; retirement vesting has exceptions for 2023/2024 grants .
- Clawbacks: Company policy adopted in Oct 2023 under Exchange Act Rule 10D-1/NASDAQ 5608; SOX 304 clawback applies to CEO and CFO; no recoveries to date .
- Anti-hedging/pledging: Prohibited for executives and directors; margin accounts restricted .
Deferred Compensation (SSIP)
| Item | Value |
|---|---|
| Executive contributions in FY 2024 ($) | $61,618 |
| Company contributions in FY 2024 ($) | $36,795 |
| Aggregate earnings FY 2024 ($) | $217,542 |
| Aggregate balance at FY 2024 year-end ($) | $1,205,295 |
Performance & Track Record (Company metrics referenced in incentive design and CD&A)
| Metric (FY 2024) | Value |
|---|---|
| Core operating EPS (diluted) | $0.73 |
| Net income ($000s) | $21,700 |
| Average total assets | $9.0B (+5.3%) |
| Average total deposits | $7.3B (+6.5%) |
| Capital ratios (CET1 / Tier 1 / Total RBC / Leverage) | 10.13% / 10.82% / 14.23% / 8.04% |
| Dividend paid per common share | $0.88; 6.16% yield at 12/31/24 |
| Five-year cumulative TSR | Company -14%; Peer index +62% |
Say-On-Pay & Shareholder Feedback
| Year | Say-On-Pay Approval (%) |
|---|---|
| 2024 | 92% |
- Program governance: 50% of annual LTI in performance-based awards; independent compensation consultant (Pearl Meyer); anti-hedging/pledging; annual risk assessment .
Compensation Peer Group (used by Pearl Meyer; no YoY change)
- 22 Northeast U.S. banks of comparable size; examples include Berkshire Hills Bancorp, Brookline Bancorp, ConnectOne Bancorp, Dime Community Bancshares, Provident Financial Services, OceanFirst Financial, and others; median assets of peers $11.2B vs FFIC $8.6B at time of analysis .
Investment Implications
- Pay-for-performance alignment appears credible: annual bonus tied to Core EPS and ROAE paid at 108% of target; 2022 PRSUs paid 0% due to below-threshold charge-offs/TBV outcomes, signaling discipline in long-term incentives . Equity ownership is modest (0.23% of shares outstanding), but substantial unvested RSUs/PRSUs and mandatory retention of profit shares reduce near-term selling pressure; anti-hedging/pledging policies mitigate misaligned incentives . Severance and change-of-control terms for the CFO are standard 2x constructs without excise tax gross-ups and with single-trigger equity vesting on change of control—worth monitoring for potential event-driven share supply from accelerated vesting but generally shareholder-friendly relative to historical practices . Overall, compensation structures and governance reduce execution and retention risks, while company financial progress in 2024 (assets/deposits growth, capital strength) provides constructive context for the CFO’s incentive metrics despite underperforming five-year TSR .