Thomas Buonaiuto
Senior Executive Vice President, Chief of Staff and Deposit Channel Executive at FLUSHING FINANCIAL
Executive
About Thomas Buonaiuto
Thomas M. Buonaiuto is Senior Executive Vice President, Chief of Staff and Deposit Channel Executive at Flushing Financial Corporation (FFIC), serving in this role since November 2020; he was 59 years old as of December 31, 2024 . Prior to FFIC, he served as President and COO and a director of Empire Bancorp Inc. and Empire National Bank, and earlier as CFO at Union State Bank (until its sale to KeyCorp in 2007) and Long Island Commercial Bank/Long Island Financial Corp. (until its sale to New York Community Bancorp in 2005) . Company performance during 2024 included 6.5% average total deposit growth (to $7.3B), 5.3% average total asset growth (to $9.0B), net interest margin expanding in 2H24, and completion of a $70M common equity offering to strengthen capital and long-term profitability . Governance policies prohibit hedging or pledging of Company stock by executive officers and impose executive stock ownership guidelines to retain profit shares, supporting alignment with shareholders .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Empire Bancorp Inc. / Empire National Bank | President & COO; Director | Through 2020 (inception to merger) | Led operations and served on board; role concluded upon Empire’s merger into FFIC, facilitating Buonaiuto’s transition into FFIC leadership |
| Union State Bank | EVP & CFO | Through 2007 (pre-KeyCorp sale) | Senior finance leadership through to sale to KeyCorp, indicating experience in bank M&A and post-deal transition |
| Long Island Commercial Bank / Long Island Financial Corp. | EVP & CFO | Through 2005 (pre-NYCB sale) | CFO leadership until sale to NYCB, adding multi-cycle transaction experience |
External Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Empire Bancorp Inc. | Director | Through 2020 (pre-merger) | Board-level governance at Empire prior to FFIC combination |
Fixed Compensation
| Component | 2024 value/terms | Notes |
|---|---|---|
| Base salary | Not disclosed for Buonaiuto | Buonaiuto is not a Named Executive Officer (NEO) in FFIC’s proxy; NEO salaries are disclosed, but his are not . |
| Target annual bonus (% of salary) | 45% | Incentive Bonus Plan sets Senior Executive Vice President target bonus at 45% of base salary . |
| Annual bonus design | Company metrics only; 50% core operating EPS (diluted), 50% core operating ROAE | Metrics are equally weighted; thresholds at 80% of target; max at 130% . |
| 2024 plan payout factor | 108% of target (plan result) | Company-wide result applied under plan; individual payouts may vary and are not disclosed for Buonaiuto . |
Performance Compensation
Annual Cash Incentive (2024)
| Metric | Weighting | Target | Actual | Payout vs target | Vesting |
|---|---|---|---|---|---|
| Core operating EPS (diluted) | 50% | $0.69 | $0.73 | 110% | Cash bonus; paid annually . |
| Core operating ROAE | 50% | 3.14% | 3.25% | 106% | Cash bonus; paid annually . |
| Blended payout | — | — | — | 108% | Cash bonus; paid annually . |
Long-Term Equity Incentives (plan features; company-wide)
| Award type | Vesting | Performance metrics | Threshold | Target | Maximum |
|---|---|---|---|---|---|
| Time-based RSUs | 100% cliff at 3 years (changed from prior 5-year ratable) | N/A | N/A | N/A | N/A . |
| Performance RSUs | 3-year cliff (subject to goals) | Total charge-offs; Increase tangible book value per share | 50% of target | 100% of target | 150% of target . |
Recent PRSU outcome (three-year performance period 2022–2024):
| Metric | Threshold | Target | Maximum | Actual | Payout |
|---|---|---|---|---|---|
| Total charge-offs (3-year measure) | 0.23% | 0.20% | 0.17% | 0.30% | 0% of target . |
| Increase in tangible book value (3-year) | 10.40% | 13.00% | 14.30% | 1.90% | 0% of target . |
| Combined PRSU payout | — | — | — | — | 0% of target (PRSUs forfeited) . |
Equity Ownership & Alignment
Beneficial Ownership (Section 16)
| As-of date | Direct common | Indirect/common (spouse) | Joint account with spouse | Notes |
|---|---|---|---|---|
| Nov 9, 2020 (Form 3) | 29,550 | 222 | 6,503 | Shares reflect Empire merger elections; Empire RSAs vested at merger and converted into FFIC shares . |
Policies and alignment mechanisms:
- Hedging and pledging of Company stock are prohibited for executive officers; limited exceptions for margin accounts not applicable to executives .
- Executive Stock Ownership Guidelines require Senior EVPs to retain 50% of “profit shares” (net shares after taxes from vesting of full-value awards) until at least age 61, then allowed to dispose of 20% per year; compliance is mandatory .
- Clawback policy adopted consistent with SEC Rule 10D-1 and NASDAQ Listing Rule 5608; Company also subject to Sarbanes-Oxley Section 304 clawbacks for CEO/CFO .
Director/NEO ownership context (for reference; Buonaiuto not disclosed)
FFIC discloses beneficial holdings for directors and NEOs; Buonaiuto’s current holdings are not itemized in the 2024/2025 proxies, so updated share counts for him are not publicly itemized in those tables .
Employment Terms
| Provision | Terms |
|---|---|
| Role and start date | Senior Executive Vice President, Chief of Staff and Deposit Channel Executive; since Nov 2020 . |
| Disability income protection | 100% base salary for first 6 months; 75% next 6 months; 60% thereafter for remainder of term (offset by disability insurance benefits) . |
| Death/disability bonus | Pre–change of control: Compensation Committee discretionary bonus for year of termination; Post–change of control: pro rata bonus based on prior year’s bonus . |
| Change-of-control excise tax | Section 280G “cutback” (benefits reduced to avoid excise tax) rather than a gross-up under Buonaiuto’s 2020 employment agreement . |
| Restrictive covenants | Non-compete and non-solicitation apply during employment and for one year thereafter . |
| Anti-hedging/pledging | Company-wide prohibition for executives, reinforcing alignment and risk controls . |
Company-wide employment agreement construct (for NEOs, indicative of FFIC practice):
- Cash severance equals salary payments and bonuses otherwise payable for 24 months (36 months for CEO) for termination without cause or for “good reason”; includes pro rata bonus for year of termination; lifetime retiree medical eligibility thereafter per plan terms; certain NEO agreements include excise tax gross-up (not applicable to CFO and Bingold) .
Performance & Track Record (Company context relevant to Buonaiuto’s deposit remit)
- Deposits: Average total deposits grew 6.5% in 2024 to $7.3B, supported by initiatives to grow noninterest-bearing deposits and expand presence in Asian and South Asian markets; branch openings planned in NYC Chinatown and Jackson Heights in 2025 .
- Profitability and capital: Net interest margin expanded in 2H24; tangible common equity/tangible assets up to 7.82%; Tier 1 leverage 8.04%, CET1 10.13%, Tier-1 risk-based 10.82%, Total risk-based 14.23% as of year-end 2024; investment-grade ratings retained for the ninth consecutive year (KBRA) .
- Strategic actions: $70M common equity raise (Dec 16, 2024), investment portfolio restructuring, loan transfers to held-for-sale, borrowing repositioning to improve 2025 earnings profile .
Compensation Structure Analysis
- Shift in LTI design: Time-based RSUs moved from five-year ratable vesting to three-year cliff in 2024, increasing vest concentration risk around single vest dates while still supporting retention .
- PRSU metrics tightened: Asset quality (total charge-offs) and tangible book value growth selected as PRSU metrics; 2022 PRSUs paid out at 0% due to below-threshold performance, evidencing pay-for-performance discipline .
- Governance features: Anti-hedging/pledging, mandatory stock ownership retention, clawback policies, and caps on annual incentive payouts reduce risk and support alignment .
Equity Ownership & Alignment (Trading Pressure Indicators)
- Vesting calendar: Company-wide three-year cliff for time-based RSUs (granted in 2024) implies concentrated vesting in early 2027; executives must retain 50% of profit shares, mitigating immediate sell pressure but still creating potential event-driven liquidity around vest dates .
- Hedging/pledging ban: Reduces leverage-driven selling pressure and alignment risk; no pledges permitted for executive officers .
- Section 16 baseline: Buonaiuto’s initial FFIC holdings post-merger were 29,550 direct and small additional indirect/joint holdings; updated Form 4 activity is not presented in the proxy—monitor ongoing filings for selling/buying signals .
Investment Implications
- Alignment: Buonaiuto’s compensation framework (45% target bonus for Senior EVPs; PRSUs on asset quality and tangible book growth; mandatory retention of profit shares) ties incentives to deposit growth, credit quality, and capital accretion—key drivers in his remit overseeing deposits and client development .
- Supply overhang risk: The 2024 shift to three-year cliff RSU vesting increases vest-date concentration risk; while retention guidelines require holding profit shares, partial sales around vest dates could occur—monitor vest schedules and Form 4s to anticipate liquidity events .
- Change-of-control economics: Buonaiuto’s documented 280G cutback (no gross-up) reduces parachute tax risk; restrictive covenants (1-year non-compete/non-solicit) limit immediate competitor transitions, moderating churn risk if turnover occurs .
- Performance discipline: Zero payout on 2022 PRSUs underscores the plan’s rigor; continued use of credit-quality and tangible book metrics aligns with bank valuation drivers. Company’s 2024 actions (equity raise, portfolio restructuring) position for improved 2025 earnings, which should directly influence incentive outcomes and executive retention dynamics .
Note: Specific dollar compensation amounts, detailed grant sizes, and current beneficial ownership for Thomas Buonaiuto are not itemized in FFIC’s 2024–2025 proxies as he is not a NEO; employment agreement terms specific to Buonaiuto are drawn from the Empire merger proxy/prospectus and remain the most explicit source on his severance/change-of-control constructs .