Frank P. Patafio
About Frank P. Patafio
Independent director of Northfield Bancorp, Inc. since 2013; age 64. Senior Executive Vice President and Senior Managing Director, National Investments at RXR; licensed Certified Public Accountant with deep real estate development/operations and risk assessment experience. Education: St. John’s University (undergraduate); MBA, Finance, Pace University Lubin School of Business . The Board has determined he is independent under NASDAQ rules and qualified to serve on Audit and Compensation committees under applicable SEC/NASDAQ independence standards (though he is not currently on those committees) .
Past Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| RXR | Senior Executive Vice President; Senior Managing Director, National Investments | 2010–present | Risk assessment in real estate investment, operations, and financing; NYC market experience |
| Praedium Group LLC | Partner and Chief Financial Officer | 1999–2009 | Real estate investment CFO experience |
| Credit Suisse First Boston | Director, Mortgage Products Group | 1993–1999 | Capital markets and mortgage products |
| FJKP, LLC; PMP LLC; affiliated partnerships | Principal | Not disclosed | Develop residential homes; own rental properties |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Northfield Bank Foundation | Director | Not disclosed | Community grants; >$11.5M since 2008 noted elsewhere in proxy |
| Northwell Health System (Staten Island) | Regional Executive Council Member | Not disclosed | Community/health system engagement |
Board Governance
- Independence: Board determined all directors except the CEO (Klein) are independent; Patafio is independent and eligible under additional SEC/NASDAQ standards to serve on Audit and Compensation committees .
- Committee assignments: Compliance & Information Technology; Loan; Risk (member; no chair roles indicated) .
- Attendance: In 2024, no director participated in fewer than 75% of board and committee meetings on which they served .
- Lead Independent Director: Timothy C. Harrison has served as Lead Independent Director since 2024 .
- Election/tenure: Director since 2013; nominated in 2025 for a term expiring in 2028 .
- Engagement: All directors participated in the 2024 Annual Meeting of Stockholders .
- Other public company boards: None of the directors (other than CEO Klein at Middlesex Water Company) currently serve or served in past five years on other public company boards; no such roles are disclosed for Patafio .
Fixed Compensation
Director fee structure as of December 31, 2024:
| Component | Amount |
|---|---|
| Board – Annual cash fee (Members) | $54,000 |
| Board – Annual cash fee (Chair) | — (CEO chairs; no director cash) |
| Audit Committee – Annual cash fee (Chair/Member) | Chair $13,000; Member $13,000 |
| Compensation Committee – Annual cash fee (Chair/Member) | Chair $10,000; Member $10,000 |
| Nominating & Corporate Governance – Annual cash fee (Chair/Member) | Chair $8,000; Member $5,500 |
| Compliance & IT Committee – Annual cash fee (Members) | $6,600 (prior to 7/1/24: $5,500) |
| Risk Committee – Annual cash fee (Members) | $6,600 (prior to 7/1/24: $5,500) |
| Loan Committee – Per meeting fee (Members) | $1,100 per meeting |
| Committee Chairs (Compliance/IT; Risk; Loan) | $8,000 annual chair fee |
| Lead Independent Director Fee | $22,000 |
| Annual Restricted Stock Award – Members | Target ~$54,000 (rounded to whole shares) |
Patafio – 2024 director compensation:
| Item | Amount ($) |
|---|---|
| Fees earned or paid in cash | $77,340 |
| Restricted stock (grant value) | $53,999 |
| All other compensation (dividends on RSU vesting) | $1,954 |
| Total | $133,293 |
Performance Compensation
- Equity grants: Annual restricted stock award typically granted in January and vests one year later; actual shares are rounded to whole shares .
- 2024 RSU details for Patafio: 4,057 shares granted Jan 26, 2024, at $13.31 per share; vested Jan 26, 2025 .
Equity award and vesting detail:
| Grant Date | Type | Shares | Grant Price / Fair Value | Vesting Date |
|---|---|---|---|---|
| Jan 26, 2024 | Restricted Stock | 4,057 | $13.31 per share; total $53,999 | Jan 26, 2025 |
Outstanding equity awards (as of Dec 31, 2024):
| Grant Date | Options (Exercisable) | Option Exercise Price | Option Expiration | Unvested Stock Awards (#) |
|---|---|---|---|---|
| May 27, 2015 | 32,000 | $14.76 | May 27, 2025 | — |
| Jan 26, 2024 | — | — | — | 4,057 |
Note: Director equity is time-based; no director-specific performance metrics (TSR/financial targets) are disclosed for non-employee director awards .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards | None disclosed for Patafio |
| Committee interlocks (Compensation Committee) | None; all members in 2024 were independent, outside directors and not current/former officers |
Expertise & Qualifications
- Licensed CPA; extensive real estate development and operations expertise; risk assessment in investment, operations, financing .
- Not designated by the Board as an “audit committee financial expert” (designation applies to Catino, Chapman, Stahlin) .
- Capital markets and mortgage products experience (CSFB) and CFO experience (Praedium Group) .
- Community involvement via Northfield Bank Foundation and Northwell Health regional council .
Equity Ownership
| Holder | Shares Beneficially Owned | Percent of Class | Notes |
|---|---|---|---|
| Frank P. Patafio | 304,362 | <1% (*) | Includes 97,000 jointly with spouse; 10,000 in IRA; 119,424 held by spouse; plus 32,000 options exercisable within 60 days of Apr 2, 2025 |
Ownership alignment policies:
- Stock ownership guidelines for directors: greater of market value equal to 5× annual director fee or 20,000 shares; counting “Qualifying Shares” (direct, vested ESOP/401k, vested restricted shares/RSUs, indirect spouse/minor children); stock options excluded .
- Compliance: As of Dec 31, 2024, all non-employee directors met the guidelines or are within the targeted five-year period to achieve compliance .
- Prohibitions: Directors are prohibited from hedging, short selling, entering into puts/calls, purchasing on margin, borrowing against accounts holding Bancorp securities, or pledging Bancorp stock as collateral .
Governance Assessment
- Board effectiveness: Patafio brings real estate risk management and financing expertise and serves on risk-focused committees (Risk, Compliance & IT, Loan), aligning skillset with committee work critical to a community bank balance sheet and cyber/operational oversight .
- Independence and attendance: Independent under NASDAQ rules; attendance met minimum threshold in 2024; participates in annual meetings, supporting investor engagement .
- Ownership alignment: Significant beneficial ownership (304,362 shares) well above director guideline thresholds; company-wide prohibitions against hedging/pledging further align interests with shareholders .
- Director pay structure: Mix of cash fees and time-based restricted stock; no performance metrics tied to director equity; fee structure benchmarked via triennial reviews and independent consultant oversight .
- Shareholder confidence signal: Say-on-pay support was over 95% in 2024, indicating broad investor approval of compensation practices and governance .
- Related-party/conflict review: Proxy specifically notes independence review issues for other directors (Connors legal services relationship; Harrison family advertising link), but no such relationships are disclosed for Patafio; aggregate loans to directors/executives totaled $649,289 at year-end 2024, all on market terms, performing, and compliant with banking regulations .
RED FLAGS
- No director hedging/pledging permitted under policy (mitigates alignment risk) .
- No compensation committee interlocks or tax gross-ups; change-in-control arrangements employ double-trigger and exclude gross-ups (executive program disclosure; supportive of governance norms) .
- No disclosed related-party transactions involving Patafio; aggregate insider loans monitored and on market terms .
Appendix – Committee Activity Context (2024 Meeting Counts)
| Committee | 2024 Meetings |
|---|---|
| Risk | 4 |
| Loan | 10 |
| Compliance & IT | 6 |
| Audit | 11 |
| Compensation | 7 |
| Nominating & Corporate Governance | 3 |