Annette Catino
About Annette Catino
Annette Catino, age 68, has served on Northfield Bancorp’s board since 2003 and is currently an independent director with her term expiring in 2026. She is designated as an “audit committee financial expert” under SEC rules, reflecting deep expertise in audit, finance, capital markets, and human capital/compensation. Her background includes over 40 years as a healthcare executive and entrepreneur, with current work as an independent consultant. Education: Montclair University (undergraduate) and an MBA via CUNY Baruch College and Mt. Sinai School of Medicine.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| QualCare Alliance Networks (sold to Cigna) | President & CEO | 1991–2017 | Led healthcare network; senior executive leadership and operations |
| Complete Care Management | Director of Mergers & Integration | 2020–present | Integration leadership for senior housing/long-term care operator |
| University Hospital | Board member; Audit Committee Chair (former) | Former | Audit oversight leadership; governance experience |
| Desert Mountain Club | Board member (former) | Former | Board governance participation |
External Roles
| Organization | Role | Public/Private | Notes |
|---|---|---|---|
| Healthier New Jersey Insurance Company d/b/a Braven Health | Independent Director; Audit Committee member | Private JV | JV among Horizon BCBSNJ, Hackensack Meridian Health, RWJ Barnabas |
| Pure Inventions, LLC | Chairman, Board of Directors | Private | Consumer products; board leadership |
| K-16 Solutions Inc. | Chair; Board Member | Private | Education-focused solutions |
| Claros Analytics LLC | Board Member | Private | Analytics; board governance |
| Northfield Bank Foundation | Director | Non-profit | Community involvement |
| NJ Governor Christie Transition Committee | Member (Healthcare) | Government | Policy/healthcare advisory |
Board Governance
- Independence: Board determined Catino is independent and qualifies for Audit and Compensation Committee service under NASDAQ/SEC standards. She is formally designated as an audit committee financial expert.
- Committee roles: Audit Committee Chair (members: Catino, Chapman, Harrison, Stahlin); Compensation Committee member (Chair: Stahlin; members: Catino, Kessler, Harrison).
- Attendance: No director participated in fewer than 75% of aggregate Board and committee meetings in 2024.
- Committee activity in 2024: Audit (11), Compensation (7), Nominating & Corporate Governance (3), Risk (4), Loan (10), Compliance & IT (6).
- Audit Committee rigor: Regular executive sessions with independent auditors, internal auditors, CFO, and SEC counsel; oversight of GAAP compliance, PCAOB AS 1301 communications, and auditor independence (Crowe LLP).
- Ownership alignment: Robust stock ownership guidelines; prohibition against hedging and borrowing against Bancorp stock.
Fixed Compensation
| Component | Catino Amount ($) | Details |
|---|---|---|
| Fees earned or paid in cash | 104,907 | Includes annual board/committee fees, chair fees, and reimbursements (if elected to defer, still counted as earned) |
| Restricted stock (grant-date fair value) | 53,999 | 4,057 shares granted 1/26/2024 at $13.31; vested 1/26/2025 |
| All other compensation | 1,954 | Dividends paid upon vesting of previously unvested restricted stock |
| Total | 160,860 | Sum of above |
| Director Fee Structure (as of 12/31/2024) | Cash ($) | Equity ($) |
|---|---|---|
| Board Member Annual Cash Fee | 54,000 | — |
| Audit Committee: Chair / Member | 13,000 / 13,000 | — |
| Compensation Committee: Chair / Member | 10,000 / 10,000 | — |
| Nominating & Corporate Governance: Chair / Member | 8,000 / 5,500 | — |
| Risk Committee: Chair / Member | 8,000 / 6,600 | — |
| Compliance & IT Committee: Chair / Member | 8,000 / 6,600 | — |
| Loan Committee: Meeting Fee (per meeting) | 1,100 | — |
| Lead Independent Director Annual Fee | 22,000 | — |
| Annual Restricted Stock Award to Directors | — | 54,000 target (rounded to whole shares; January grants; 1-year vest) |
Notes:
- Catino’s 2024 RSU grant: 4,057 shares granted January 26, 2024, vested January 26, 2025; grant value $53,999 (rounded). Dividends on unvested RSUs accrued and paid upon vesting.
- Fee structure reviewed triennially with independent compensation consultant input; intervening years guided by market practices.
Performance Compensation
| Metric Area | Director Plan Feature | Disclosure |
|---|---|---|
| Performance-based equity | None for directors; annual restricted stock awards are time-based with 1-year vest | No director TSR/ROA/ESG metrics disclosed for director equity |
| Cash incentives | None for directors | Director pay is retainer/committee-based; no bonus metrics disclosed |
Other Directorships & Interlocks
- Compensation Committee Interlocks: None; all members (including Catino) were independent, outside directors, with no current/former officer status at the Company.
- Public company boards: Not disclosed for Catino; roles listed are private, non-profit, or JV entities.
Expertise & Qualifications
- Audit committee financial expert designation; deep audit and financial reporting oversight credentials.
- Experience in finance/capital markets, human capital, compensation, strategic planning; nationally recognized healthcare executive and entrepreneur.
- Education: Montclair University; MBA via CUNY Baruch College and Mt. Sinai School of Medicine.
Equity Ownership
| Holder | Shares Beneficially Owned | Percent of Class | Breakdown |
|---|---|---|---|
| Annette Catino | 320,448 | * (<1%) | Includes 89,852 joint with spouse; 21,000 in IRA; 37,460 in SEP; 32,000 shares exercisable within 60 days via options |
| Unvested RSUs at 12/31/2024 | 4,057 | — | Granted 1/26/2024; vested 1/26/2025 |
| Options (granted 5/27/2015) | 32,000 (exercisable) | — | Exercise price $14.76; expiration 5/27/2025 |
Stock Ownership Guidelines: Directors must hold the greater of 5× annual board director fee or 20,000 shares; all non-employee directors met requirements or are within the five-year attainment window as of 12/31/2024. Hedging and borrowing against Bancorp stock are prohibited.
Governance Assessment
- Strengths: Independent status; Audit Committee Chair with robust oversight (executive sessions, PCAOB AS 1301 engagement, auditor independence review); designated audit committee financial expert; significant beneficial ownership (320,448 shares) aligning interests; compliance with stock ownership guidelines; active Compensation Committee membership.
- Engagement: No attendance shortfalls; participation in annual meeting; broad external governance roles (audit committee service at Braven Health, chairs at private boards).
- Compensation alignment: Director pay predominantly fixed retainer/committee fees plus time-based equity; no performance metrics tied to director compensation, reducing potential misalignment risks for governance oversight roles.
- Related-party/Conflicts: Company reviews related-person transactions ≥$50,000; aggregate loans to directors/executives totaled $649,289 at 12/31/2024 under banking regulations and market terms; no Catino-specific related-party transactions disclosed.
- RED FLAGS: None observed related to Catino—no interlocks, no attendance issues, no pledging/hedging permitted under policy. Options expiring May 27, 2025 noted; routine for legacy awards.