Theresa Kelly
About Theresa Kelly
Theresa Kelly is Executive Vice President, Business Banking at Flushing Financial Corporation (FFIC). She has served as EVP since January 2014 and previously as Senior Vice President, Business Banking since May 2006; prior roles include senior leadership positions at Bank of America (Commercial Banking Group and Business Financial Services Group) beginning in 2000 and a Senior Relationship Manager role at Citibank focused on Business and Professional Sales . As of the 2025 proxy, she is 63 years old . For context on company performance, FFIC’s pay-versus-performance disclosure shows recent TSR underperformance versus the peer index and declining net income in 2023–2024, while core operating EPS targets informed incentive design .
Company performance snapshot (context)
| Metric | 2020 | 2021 | 2022 | 2023 | 2024 |
|---|---|---|---|---|---|
| Value of initial $100 in FFIC TSR ($) | $82 | $124 | $103 | $93 | $86 |
| Value of initial $100 in Peer Group TSR ($) | $90 | $114 | $96 | $116 | $162 |
| Net Income (thousands) | $34,674 | $81,793 | $76,945 | $28,664 | $21,700 |
| Core Operating EPS | $1.70 | $2.81 | $2.49 | $0.83 | $0.73 |
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Bank of America | Senior Vice President roles within Commercial Banking Group and Business Financial Services Group | 2000–2006 | Senior leadership experience in commercial/business banking |
| Citibank | Senior Relationship Manager – Business and Professional Sales | Not disclosed | Relationship management in SME/professional sales |
External Roles
Not disclosed in the proxy for Theresa Kelly .
Fixed Compensation
Not disclosed for Theresa Kelly (proxy reports detailed compensation only for FFIC’s Named Executive Officers (NEOs): Buran, Cullen, Grasso, Korzekwinski, Bingold) .
Performance Compensation
Annual incentive plan (design and 2024 achievement – company context)
For NEOs, the annual Incentive Bonus Plan used two equally weighted company metrics in 2024; for Executive Vice Presidents (like Kelly), plan design requires at least 70% weighting to company-wide performance, with remaining weighting potentially tied to area metrics (specific EVP target bonus % and payout for Kelly not disclosed) .
| Metric | Weighting | 2024 Target | 2024 Actual | Payout as % of Target | Vesting/Timing |
|---|---|---|---|---|---|
| Core operating earnings per diluted common share | Equally weighted (with ROAE) | $0.69 | $0.73 | 110% | Annual cash incentive; payout subject to committee discretion |
| Core operating return on average equity | Equally weighted (with EPS) | 3.14% | 3.25% | 106% | Annual cash incentive; payout subject to committee discretion |
| Overall payout (NEOs) | — | — | — | 108% of target | Paid after year-end, subject to negative discretion |
Note: EVP-specific target bonus % and payout for Theresa Kelly are not disclosed; the company states EVP measures are at least 70% company-wide .
Long-term equity incentives (plan mechanics)
In 2024, FFIC’s long-term equity grants consist of a 50/50 mix of performance-based RSUs (PRSUs) and time-based RSUs; PRSUs vest after a three-year performance period and time-based RSUs cliff vest 100% on the third anniversary of grant. RSUs provide current payment of cash dividends .
| Metric (PRSUs) | Weighting | Threshold | Target | Maximum | Performance Period / Vesting |
|---|---|---|---|---|---|
| Total charge-offs | 50% | 0.23% | 0.20% | 0.17% | 3-year performance (2024–2026), vest at end subject to results |
| Increase tangible book value per share | 50% | 10.40% | 13.00% | 14.30% | 3-year performance (2024–2026), vest at end subject to results |
| Award type | Grant date example | Vesting schedule | Dividends | Change-of-control treatment |
|---|---|---|---|---|
| Time-based RSUs | Jan 25, 2024 | 100% cliff vest on 3rd anniversary | Current cash dividends | Immediate vesting on change of control |
| Performance RSUs | Jan 25, 2024 | Earned 50%/100%/150% at threshold/target/max; vest at end of 3-year period | Accrued dividends included in accelerated vesting values where applicable | Immediate vest at target if change of control before end of performance period; at actual if after |
Historical note: 2022 PRSUs were not earned (performance fell below threshold on both metrics) .
Equity Ownership & Alignment
- Executive Stock Ownership Guidelines require the President/CEO, Senior Executive Vice Presidents, and Executive Vice Presidents to retain 50% of “profit shares” (net shares after tax upon vesting of full-value awards) while employed; after age 61, executives may dispose of up to 20% of accumulated profit shares annually .
- Anti-hedging and anti-pledging policies prohibit hedging transactions and, with limited exceptions, pledging or holding company stock in margin accounts for executive officers and directors .
- Individual beneficial ownership for Theresa Kelly is not listed in the “Stock Ownership of Management” table; specific share count and % ownership for Kelly are not disclosed (table includes directors and NEOs individually) .
Employment Terms
- Employment agreements are disclosed for NEOs (CEO and Senior Executive Vice Presidents), not for Kelly. For those disclosed agreements, severance equals salary and bonus that would be paid over 24 months if employment continued (36 months for CEO), plus a pro rata current-year bonus; certain agreements include an excise tax gross-up (not for Ms. Cullen and Mr. Bingold) and 24 months of continued health and welfare benefits (36 months for CEO) .
- Disability pay under NEO agreements: 100% of salary for first six months, 75% for next six, 60% for remainder of term, net of disability insurance benefits .
- Change-of-control equity treatment: all outstanding restricted stock/units and performance RSUs vest immediately; performance RSUs vest at target if change-of-control occurs before end of performance period; options would become exercisable (none outstanding as of Dec 31, 2024) .
- The company has adopted clawback policies consistent with Exchange Act Rule 10D-1 and NASDAQ Rule 5608 and prohibits hedging/pledging by executives .
- Governance features emphasize pay-for-performance, multi-year vesting for long-term incentives, and robust ownership/holding requirements; no new employment agreements will include excise tax gross-ups per stated practices .
Investment Implications
- Alignment appears strong at the program level: EVPs must retain 50% of profit shares and are prohibited from hedging/pledging; long-dated three-year cliff vesting for RSUs and PRSUs adds retention and reduces near-term selling pressure, though change-of-control would accelerate vesting and potentially create supply .
- Performance linkage uses core operating EPS and ROAE for annual incentives and credit quality/tangible book value growth for PRSUs, which ties pay to profitability, capital accretion, and loan performance; 2024 company results beat targets modestly (NEO payout 108% of target), highlighting achievable but not lax targets in a tougher operating environment .
- Retention risk for Kelly appears low given long tenure at FFIC since 2006 and EVP role since 2014; absence of disclosed individual employment agreement or severance terms may imply less generous protections than NEOs, but specifics are not disclosed .
- Trading signals: individual ownership and Form 4 activity for Kelly are not disclosed in the proxy; policy prohibitions on hedging/pledging reduce leverage-driven selling risk; watch RSU/PRSU vest dates (e.g., 2027 for 2024 grants) and any change-of-control developments for potential accelerated supply .