Gil Chapman
About Gil Chapman
Gil Chapman (age 71 as of December 31, 2024) has served as an independent director of Northfield Bancorp, Inc. since 2005, and is nominated for a term expiring in 2028. He is a retired automobile executive with 25+ years owning and operating Island Ford in Staten Island, NY, and is designated as an SEC “audit committee financial expert.” Education: Graduate of the University of Michigan–Ann Arbor; M.A., Rutgers University–Newark. Memberships: National Association of Corporate Directors; Westfield Foundation Cornerstone Society of Westfield, NJ .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Island Ford (Staten Island, NY) | Owner | 1986–2008 | Led marketing, sales, customer service; employee development and business management; experience cited by Nom/Gov Committee |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| National Association of Corporate Directors | Member | Not disclosed | Professional governance affiliation |
| Westfield Foundation Cornerstone Society (Westfield, NJ) | Member | Not disclosed | Community involvement |
Board Governance
- Independence: Independent under NASDAQ rules; qualifies for Audit and Compensation Committee independence standards .
- Committees: Audit; Compliance & Information Technology; Nominating & Corporate Governance .
- Audit Committee Financial Expert: Designated by the Board (Catino, Chapman, Stahlin) .
- Audit Committee membership/report signatory: Members were Catino (Chair), Chapman, Harrison, Stahlin; recommended inclusion of audited financials in 2024 Form 10-K .
- Attendance: In 2024, no director participated in fewer than 75% of aggregate Board and committee meetings .
- Lead Independent Director: Timothy C. Harrison; charter mandates at least twice-annual executive sessions and broad agenda-setting and feedback responsibilities .
- Committee meeting cadence (2024): Risk (4), Loan (10), Compliance & IT (6), Audit (11), Compensation (7), Nominating & Corporate Governance (3) .
Fixed Compensation
| Element | Amount/Terms | Notes |
|---|---|---|
| Board annual cash fee (member) | $54,000 | Quarterly payments; deferral election available |
| Audit Committee (member) | $13,000 annual cash fee | Chair additional $13,000 |
| Compensation Committee (member) | $10,000 annual cash fee | Chair additional $10,000 |
| Nominating & Corporate Governance (member) | $5,500 annual cash fee | Chair additional $8,000 |
| Risk Committee (member) | $6,600 annual cash fee | Increased from $5,500 prior to July 1, 2024; Chair $8,000 |
| Compliance & IT Committee (member) | $6,600 annual cash fee | Increased from $5,500 prior to July 1, 2024; Chair $8,000 |
| Loan Committee (member) | $1,100 per meeting attendance fee | Chair $8,000 |
| Lead Independent Director | $22,000 annual fee | Aligned to market practices |
| Annual restricted stock grant (member) | Targeted $54,000 (rounded to whole shares) | Typically granted in January and vest one year later |
| Reimbursements/perquisites | Normal business expenses, secure tablets, memberships, training (subject to annual dollar limits) | Paid/reimbursed by Company |
| 2024 Director Compensation (Gil Chapman) | Amount ($) |
|---|---|
| Fees earned/paid in cash | 78,550 |
| Restricted stock | 53,999 (4,057 shares at $13.31 grant-date value on Jan 26, 2024; vested Jan 26, 2025) |
| All other compensation | 1,954 (dividends upon vesting of restricted stock) |
| Total | 134,503 |
| YoY Change (2023 vs 2024) | 2023 ($) | 2024 ($) |
|---|---|---|
| Fees earned/paid in cash | 77,817 | 78,550 |
| Restricted stock | 54,476 (3,757 shares at $14.50; granted Jan 27, 2023, vested Jan 27, 2024) | 53,999 |
| All other compensation | 1,779 | 1,954 |
| Total | 134,072 | 134,503 |
Performance Compensation
- Structure: Non-employee director equity awards are time-based restricted stock; no performance metrics disclosed for director compensation. Awards typically grant in January and vest after one year .
| Equity Award Detail (Director) | Grant Date | Shares/Units | Grant-Date Price/Value | Vesting |
|---|---|---|---|---|
| Restricted Stock (annual grant) | Jan 26, 2024 | 4,057 | $13.31 per share; ~$53,999 | Vested Jan 26, 2025 |
| Restricted Stock (annual grant) | Jan 27, 2023 | 3,757 | $14.50 per share | Vested Jan 27, 2024 |
| Options (Outstanding/Legacy) | Grant Date | Exercisable (#) | Exercise Price | Expiration |
|---|---|---|---|---|
| Director stock option | May 27, 2015 | 32,000 (exercisable) | $14.76 | May 27, 2025 |
| Director stock option (as of 12/31/2023) | June 11, 2014 | 75,000 (exercisable) | $13.13 | June 11, 2024 |
Other Directorships & Interlocks
| Category | Status |
|---|---|
| Current public company boards | None disclosed; only Mr. Klein serves on Middlesex Water (MSEX) |
| Compensation committee interlocks | None (company disclosed no interlocks for 2023) |
Expertise & Qualifications
- Marketing, sales, customer service, business management, employee development; retired auto dealership owner .
- Audit Committee Financial Expert under SEC rules .
- Governance and community engagement via NACD and Westfield Foundation Cornerstone Society .
Equity Ownership
| Holder/Category | Shares |
|---|---|
| Total beneficial ownership (Gil Chapman) | 94,418; less than 1% of class |
| IRA accounts | 7,651 |
| Jointly with spouse | 31,897 |
| Spouse (separate) | 6,763 |
| Options exercisable within 60 days (as of April 2, 2025) | 32,000 |
| Unvested stock awards at 12/31/2024 | 4,057 |
- Stock ownership guidelines: Directors must own the greater of 5x annual director fee or 20,000 shares; options excluded from “Qualifying Shares.” As of December 31, 2024, all non-employee directors met requirements or were within the five-year period to achieve them .
- Hedging/borrowing policy: Prohibition against hedging and borrowing against Bancorp stock .
- Section 16(a) compliance: No director or executive officer failed to timely file Forms 3, 4, or 5 for 2024 .
Governance Assessment
- Board effectiveness and independence: Chapman serves on three key independent committees (Audit; Compliance & IT; Nom/Gov), and is designated an Audit Committee Financial Expert, strengthening financial oversight .
- Engagement and attendance: Company reports no director below the 75% attendance threshold in 2024; Lead Independent Director charter requires at least twice-annual executive sessions, supporting independent oversight .
- Alignment and incentives: Director pay mixes cash retainers with annual time-vested restricted stock; robust stock ownership guidelines (≥20,000 shares or 5x fee) and anti-hedging/borrowing policy enhance alignment with shareholders .
- Conflicts/related-party exposure: Independence determinations disclosed specific relationships for other directors (Connors/Harrison); no related-party concerns disclosed for Chapman. Director/officer loans are permitted under banking regulations and were reported as ordinary-course at market terms in 2023 (aggregate disclosure), with no unfavorable features .
- Tenure/refreshment: Long tenure (director since 2005) balanced by the Nom/Gov Committee’s emphasis on proven performance and continuity, and a skills matrix noting cybersecurity, audit, risk, and strategic planning coverage across the Board .