John P. Connors Jr.
About John P. Connors Jr.
Independent director of Northfield Bancorp, Inc. (NFBK) since 2002; age 68 as of December 31, 2024. Managing Partner of Connors & Connors, P.C. (Staten Island) with 40+ years as a practicing attorney admitted in NY, NJ, and DC; education includes Georgetown University (BA) and Georgetown University Law Center (JD). Profile highlights risk management skills and deep expertise in contract and professional liability law relevant to the Company’s operations and its Staten Island market ties .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Connors & Connors, P.C. | Managing Partner | 1990 – present | Litigation; contract/professional liability focus |
| New York State Bar Association (Trial Section) | Past Chair | — | — |
| Richmond County Bar Association | Past President | — | — |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Notre Dame Academy | Trustee | — | — |
| Snug Harbor Cultural Center | Director | — | — |
| Northfield Bank Foundation | Director | — | — |
| Georgetown University Alumni and Student Credit Union | External Advisory Committee Member | — | — |
Board Governance
- Independence: Board determined all directors except CEO Steven M. Klein are independent; Connors qualifies under NASDAQ and SEC rules .
- Related-party consideration: Board reviewed a relationship where Connors & Connors, P.C. serves as trial counsel to a separate law firm engaged by Northfield Bank; the Bank paid that firm $42,041 in 2024. Work done by Connors & Connors, P.C. was unrelated to the Company; independence affirmed .
- Committee service: Served on the Compensation Committee at some point during 2024 (no interlocks); year-end 2024 Compensation Committee members were Paul V. Stahlin (Chair), Annette Catino, Karen J. Kessler, and Timothy C. Harrison .
- Attendance: No director participated in fewer than 75% of aggregate Board and committee meetings in 2024; all directors attended the 2024 annual meeting .
- Board/committee meeting cadence (2024): Board held 11 regular meetings, plus a strategic planning session and two special meetings; committees held: Audit (11), Compensation (7), Nominating & Corporate Governance (3), Risk (4), Loan (10), Compliance & IT (6) .
- Lead Independent Director: Role exists; duties defined in charter; current Lead Independent Director is Timothy C. Harrison .
- Stock ownership alignment: Directors must own the greater of 5x annual director fee or 20,000 shares; all non-employee directors met requirements or are within the 5-year compliance window as of 12/31/2024 .
- Policies strengthening alignment and risk oversight: Prohibition on hedging/pledging or borrowing against Bancorp stock; insider trading policies disclosed; governance and ERM oversight described .
Fixed Compensation (Director)
- Director fee framework (as of Dec 31, 2024): Board member annual cash fee $54,000; annual restricted stock ~$54,000 (one-year vest); Audit member $13,000 (Chair $13,000), Compensation member $10,000 (Chair $10,000), Nominating & Corporate Governance member $5,500 (Chair $8,000); Compliance & IT and Risk members $6,600 (Chairs $8,000); Loan Committee meeting fee $1,100 per meeting; Lead Independent Director fee $22,000 .
- 2024 actual compensation (Connors): $82,950 fees; $53,999 restricted stock (4,057 shares at $13.31 grant-date value); $1,954 other (dividends on RS vesting); total $138,903 .
| 2024 Director Compensation (USD) | Amount |
|---|---|
| Fees earned or paid in cash | $82,950 |
| Restricted Stock (Grant-date value) | $53,999 (4,057 shares at $13.31 on Jan 26, 2024; vests Jan 26, 2025) |
| All other compensation | $1,954 (dividends paid upon vesting) |
| Total | $138,903 |
Performance Compensation (Director)
- Equity structure: Director equity is time-based restricted stock; typical grant in January, vests one year later; no performance metrics attached to director equity .
- Outstanding awards at FY-end 2024: 4,057 unvested stock awards; 32,000 stock options exercisable, strike $14.76, expiring May 27, 2025 .
| Director Equity Detail | Value |
|---|---|
| 2024 restricted stock grant | 4,057 shares; grant-date value $53,999; grant Jan 26, 2024; vests Jan 26, 2025 |
| Options (exercisable) | 32,000 options; strike $14.76; expiration May 27, 2025 |
Other Directorships & Interlocks
- Current public company boards: None disclosed for Connors in past 5 years (only CEO Klein serves on Middlesex Water Company) .
- Compensation Committee interlocks: None; the Company reports no compensation committee interlocks .
| Category | Detail |
|---|---|
| Public company directorships (current/past 5 years) | None for Connors |
| Comp Committee interlocks | None reported |
Expertise & Qualifications
- Legal and risk expertise: Extensive experience in contract and professional liability law; admitted to practice in NY, NJ, DC; serves Fortune 500 clients and the Archdiocese of New York; brings risk management skills and local market relationships in Staten Island .
- Audit committee financial expert designation: Not among the directors designated (Catino, Chapman, Stahlin are designated) .
Equity Ownership
| Ownership Item | Detail |
|---|---|
| Beneficial ownership (Apr 2, 2025) | 241,632 shares; <1% of outstanding |
| Breakdown | 40,222 shares in IRAs; 14,300 shares jointly with spouse; 841 shares held by spouse; 32,000 shares acquirable via options within 60 days |
| Unvested awards at 12/31/24 | 4,057 stock awards unvested |
| Options outstanding | 32,000 exercisable at $14.76; expire 5/27/2025 |
| Stock ownership guidelines | Greater of 5x annual director fee or 20,000 shares; all non-employee directors met or are within compliance window as of 12/31/2024 |
| Hedging/pledging | Prohibited for directors and officers |
Governance Assessment
-
Strengths and alignment
- Independent director with legal/risk expertise aligned to bank operations; independence affirmed despite third-party legal tie review .
- Strong ownership alignment: material beneficial holdings and annual equity grants; robust stock ownership guidelines; hedging/pledging prohibited .
- Engagement: Met attendance threshold (>75% of Board/committee meetings) and attended the 2024 annual meeting; Board maintains executive sessions at least twice yearly and robust committee structure .
- Compensation governance: Served on Compensation Committee during 2024; committee uses independent consultant (Aon) with independence reviewed; no interlocks .
-
Potential conflicts and risk indicators
- Related-party adjacency: Connors & Connors, P.C. acts as trial counsel/independent contractor to a law firm retained by Northfield Bank; Bank paid that firm $42,041 in 2024; Board concluded no impact on independence as work was unrelated to the Company .
- Aggregate insider/director loans totaled $649,289 at 12/31/2024, on market terms and compliant with regulations (no individual loans disclosed) .
- No compensation committee interlocks; anti-hedging/pledging policies and ownership guidelines reduce alignment risks .
-
Broader shareholder signals
- Say-on-pay support exceeded 95% in 2024, indicating constructive investor sentiment on compensation practices and governance framework .
RED FLAGS: None acute specific to Connors disclosed; the only noted adjacency is the law-firm relationship reviewed by the Board with independence affirmed and a modest 2024 dollar amount ($42,041) at the unrelated firm .