David V. Fasanella
About David V. Fasanella
David V. Fasanella (age 57) is Executive Vice President and Chief Lending Officer at Northfield Bank; he joined Northfield in 2018 after more than 14 years at TD Bank as Vice President and Regional Vice President . Company-level performance context: 2024 net income was $29.945 million and diluted EPS was $0.72, with TSR of 83.83 vs KBW Nasdaq Bank Index TSR of 132.60; 2023 diluted EPS was $0.86 and net income $37.669 million . He is one of the named executive officers (NEOs) covered by Northfield’s pay-for-performance framework, with cash incentives tied to EPS, loan and deposit growth, and CRA objectives, and equity awards tied to multi-year core ROAA outcomes .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Northfield Bank | Executive Vice President, Chief Lending Officer | 2018–present | Senior leadership of lending function and growth priorities (company-disclosed functional role) |
| TD Bank | Vice President; Regional Vice President | Not disclosed (more than 14 years total) | Regional leadership and portfolio management experience (as disclosed) |
External Roles
- No external directorships or committee roles disclosed for Mr. Fasanella in the proxy.
Fixed Compensation
| Item | 2024 | 2025 |
|---|---|---|
| Base Salary ($) | $398,500 (effective Mar 1, 2024) | $412,500 (effective Feb 24, 2025) |
| Target Cash Incentive (% of base) | 40% (executive vice presidents) | 40% (plan terms similar to 2024) |
| Actual Cash Incentive Paid ($) | $70,584 (51.72% of target) | Not disclosed |
| All Other Compensation ($) | $59,997 (deferred comp contributions $33,587; auto allowance $16,200; dividends on RS $4,793; other $5,417) | Not disclosed |
Performance Compensation
Annual Cash Incentives – 2024 Design and Outcomes
| Metric | Weighting (EVP) | Target | Actual/Achievement | Payout Direction |
|---|---|---|---|---|
| EPS | 50% | $0.91 | Below threshold (not meaningful) | No payout on EPS |
| Net Loan Growth (originated C&I, owner-occ CRE, construction, 1–4 family CRE, residential & HE) | 10% | $168.0 million | Below threshold (not meaningful) | No payout on Loan Goal |
| Total Deposit Growth | 25% | $90.0 million | 107% of target | Payout above target (weighted to 25%) |
| Transaction Deposit (DDA) Growth | Not disclosed for weighting (goal exists) | $70.0 million | 95% of target | Between threshold and target |
| CRA Goals | 15% | Qualitative CRA framework | Above stretch | Above-max payout (weighted to 15%) |
Award opportunity ranges at Threshold/Target/Stretch for EVPs: EPS 15.50/31.00/46.50%; Loan 20/40/60%; Deposit 15/30/45%; DDA 20/40/60%; CRA 20/40/60 of base salary (prior to weighting) . Mr. Fasanella’s 2024 actual cash incentive was $70,584 versus a target opportunity of $136,486 (51.72% of target) .
Equity Incentives – Structure, Grants, and Vesting
| Component | Grant Date | Target Award | Vesting Terms | 2024 Grant Size |
|---|---|---|---|---|
| Time-based Restricted Stock | Jan 26, 2024 | ~50% of base (EVP) | Pro-rata annual vest over 3 years, beginning 1 year from grant | 7,231 shares |
| Performance-based RSUs (Core ROAA goal with peer modifier) | Jan 26, 2024 | ~50% of base (EVP) | 3-year cliff; payout +/-50% around target tied to core ROAA and peer percentile modifier | 7,231 target units; threshold 3,615; stretch 10,846; max 13,558 |
| 2021–2023 PSU Outcome | N/A | Core ROAA threshold 0.88%, target 0.93%, stretch 1.12% | Vested at 74% of target (peer modifier applied); Mr. Fasanella received 3,402 shares |
Outstanding unvested equity at 12/31/2024 (restricted stock and RSUs):
- 2/17/2020: 542 units ($6,298 market value)
- 1/29/2021: 1,850 units ($21,497)
- 1/28/2022: 5,136 units ($59,680)
- 1/27/2023: 9,119 units ($105,963)
- 1/26/2024: 14,462 units ($168,048)
- No stock options outstanding for Mr. Fasanella .
Equity Ownership & Alignment
| Measure | Value |
|---|---|
| Total beneficial ownership (shares) | 68,351 (includes 2,263 in 401(k) and 8,104 ESOP; 4,000 Roth IRA) |
| Shares outstanding (for context) | 42,676,274 |
| Ownership as % of shares outstanding | ~0.16% (68,351 ÷ 42,676,274) |
| Stock ownership guidelines | EVPs: 2x base salary value; 5-year compliance window; all execs met or are within the window as of 12/31/2024 |
| Hedging/pledging | Prohibited for directors and executive officers (no margin, no pledging; no derivatives) |
| Insider trading policy | Formal policy; designated employees subject to addendum; quarterly trading windows referenced in equity grant practices |
| Vested vs. unvested (snapshot) | Unvested units by grant as listed above; vested PSU outcome from 2021–2023 equals 3,402 shares |
Employment Terms
- Employment agreement term: initial 3 years; auto-renews annually to maintain a 3-year term (or 2 years if non-renewed); all NEO agreements renewed effective January 1, 2025 .
- Double-trigger change-in-control; no evergreen; no tax gross-ups; health and welfare benefits continuation limited to 18 months; clawbacks apply to cash and equity incentives .
- Severance economics (discharge without cause or resignation with good reason — no corporate transaction):
- Salary lump-sum: $797,000 (2x base)
- Bonus lump-sum: $204,336 (2x average annual bonus)
- Health benefits PV: $43,367; life insurance contributions: $5,296; Total: $1,049,999
- Change-in-control economics (double-trigger):
- Salary: $797,000; Bonus (highest year in last two): $348,670; Equity acceleration: $361,487; Health benefits: $43,367; Life insurance: $5,296; Total: $1,555,820 (subject to 280G cutback to one dollar below 3x base amount if needed) .
- Non-compete and non-solicit: one-year non-compete and non-solicit for EVPs if receiving severance (two years for CEO); one-year continuation for disability or death benefits; salary continuation one year on disability; death benefit equals one year base salary .
Compensation Structure Analysis
- Mix and market positioning: EVP base salary generally targeted at 50th percentile of peer data; cash incentives and equity balanced between short- and long-term, cash and equity; Aon engaged as independent consultant; independence reviewed Jan 2025 .
- 2024 pay outcome aligned with performance: EPS and loan goals not met (no payout); deposit growth at 107% and CRA above stretch drove ~52% of target cash payout for Mr. Fasanella .
- Equity risk profile: shift toward RS/RSUs (no options granted in 2024); time-based RS vests pro-rata over 3 years; PSUs with 3-year cliff tied to core ROAA and peer percentile modifier (above/below 50% payout band) .
- Clawbacks and safeguards: SEC-compliant clawbacks; grant timing avoids closed trading windows; prohibition on hedging and pledging reduces misalignment risks .
Related Party Transactions and Loans
- Aggregate loans to execs/directors/family totaled $649,289 at 12/31/2024; made in ordinary course on market terms and compliant with banking regulations; specific individuals not enumerated .
Compensation Peer Group and Say-on-Pay
- Peer group (regional community banks, ~$2.1–$13.7B assets at selection): includes CNOB, KRNY, OCFC, PFS, UVSP, etc., used for benchmarking base, cash incentives, equity .
- Say-on-pay support: >95% approval in 2024; company supports annual say-on-pay vote; 2025 proxy recommends 1-year frequency .
Investment Implications
- Alignment: Strong governance safeguards (clawbacks; no hedging/pledging; double-trigger CIC; no gross-ups) and ownership guidelines (2x salary for EVPs) support investor alignment; Fasanella’s beneficial ownership is ~0.16% of shares outstanding, with meaningful unvested equity that vests over a 3-year schedule .
- Retention and continuity: Employment agreement auto-renew structure, two-year severance multiple (salary and bonus) outside CIC, and equity acceleration under CIC reduce retention risk; non-compete/non-solicit terms add stability .
- Performance incentives as trading signals: Annual pro-rata RS vesting dates (begin ~1 year from grant; e.g., Jan 26 for 2024 grants) and 3-year PSU cliffs could create periodic liquidity needs; however, hedging/pledging is prohibited and ownership guidelines restrict discretionary selling .
- Execution risk: 2024 EPS and loan goals fell below threshold (no payout), while deposit and CRA goals were met/above stretch; for a Chief Lending Officer, future cash incentives are sensitive to loan growth and credit performance, with PSU outcomes tied to sustained core ROAA vs peers .