Karen J. Kessler
About Karen J. Kessler
Karen J. Kessler, 68, has served on Northfield Bancorp’s board since 2013 (current term expires in 2027). She is President of Kessler PR Group (founded 1993), with core credentials in crisis/reputation management, governance, and risk/communications; she holds an AB in Economics from Vassar College. Recent recognitions include Chambers & Partners (Crisis/Risk Management, Litigation Support) and multiple NJBIZ/ROI-NJ leadership awards, underscoring deep stakeholder communications expertise .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Kessler PR Group | President | 1993 – Present | Reputation/crisis management advisor to corporations, institutions, and not-for-profits |
| Atlantic Health System | Chair, Board | 2008 – 2015 | Health system governance leadership |
| AllSpire Health Partners | Chair, Board | 2008 – 2015 | Multi-system collaboration governance leadership |
| Rutgers University Business School – Institute for Ethical Leadership | Former Chair | n/a | Ethics and governance oversight |
External Roles
| Organization | Role | Focus |
|---|---|---|
| NJ Motion Picture & Television Commission | Commissioner | State economic/cultural development |
| NJ Advisory Committee on Judicial Conduct | Member | Judicial ethics oversight |
| Committee on the Duration of Disbarment for Knowing Misappropriation | Member | Attorney discipline policy |
| Rutgers Eagleton Institute of Politics | Past Visiting Fellow | Public policy and governance |
| NJ Pandemic Relief Fund | Advisory Board (2020) | Community relief, crisis response |
Board Governance
- Independence: The board determined all directors other than the CEO are independent under NASDAQ rules; independent directors comprise 100% of Audit, Compensation, and Nominating & Corporate Governance committees. Kessler is an independent director and qualifies for Audit/Compensation committee service under SEC/NASDAQ independence standards .
- Committee assignments (most recent disclosures):
- Compensation Committee member in 2024 (Chair: Paul V. Stahlin; members: Annette Catino, Karen J. Kessler, Timothy C. Harrison) .
- Compliance & Information Technology (Chair) and member, plus Nominating & Corporate Governance (member) in 2024 proxy cycle .
- Attendance and engagement:
- No director participated in fewer than 75% of board and applicable committee meetings in 2024; all directors attended the 2024 annual meeting .
- 2024 meeting cadence: Board (11 regular + planning + 2 special). Committee meetings held in 2024: Risk (4), Loan (10), Compliance & IT (6), Audit (11), Compensation (7), Nominating & Corporate Governance (3) .
- Lead Independent Director: Timothy C. Harrison has served as Lead Independent Director since 2024 .
Fixed Compensation
Director fee structure and Kessler’s disclosed compensation:
| Metric | 2023 | 2024 |
|---|---|---|
| Fees earned or paid in cash ($) | $81,090 | $83,790 |
| Restricted stock grant value ($) | $54,476 (3,757 sh @ $14.50; grant 1/27/2023; vested 1/27/2024) | $53,999 (4,057 sh @ $13.31; grant 1/26/2024; vested 1/26/2025) |
| All other compensation ($) | $1,779 (dividends on RS) | $1,954 (dividends on RS) |
| Total ($) | $137,345 | $139,743 |
Context – current director fee schedule (as of 12/31/2024): Board member annual cash fee $54,000; Audit member $13,000; Compensation member $10,000; Nominating & Corporate Governance member $5,500; Compliance & IT and Risk members $6,600; Loan Committee $1,100 per meeting; committee chair fees: Audit $13,000, Compensation $10,000, Nominating & Corporate Governance $8,000; Risk and Compliance & IT chairs $8,000; annual restricted stock award to directors targeted at $54,000, typically granted in January and vesting one year later .
Performance Compensation
Directors receive time-based restricted stock (no performance metrics); grants vest after one year.
| Equity Award | Grant Date | Shares | Fair Value at Grant | Vesting |
|---|---|---|---|---|
| Annual Director RS | 1/27/2023 | 3,757 | $14.50/sh ($54,476 total) | Vested 1/27/2024 |
| Annual Director RS | 1/26/2024 | 4,057 | $13.31/sh ($53,999 total) | Vested 1/26/2025 |
Company-level incentive plan governance (for executives, informs comp philosophy): clawbacks for cash and equity incentives; prohibition on hedging/borrowing against stock; change-in-control arrangements are double-trigger with no tax gross-ups .
Other Directorships & Interlocks
- Public company boards: None for Kessler; the proxy states none of the directors currently serve or served in the past five years on a public company board other than NFBK (exception: CEO Steven M. Klein serves on Middlesex Water Company board) .
- Private/non-profit boards: See External Roles/Past Roles above .
Expertise & Qualifications
- Education: AB, Economics, Vassar College .
- Domain expertise: Risk management, corporate communications/crisis response, governance, leadership; frequent speaker cited in top-tier media .
- Awards/recognition: Chambers & Partners for Crisis & Risk Management and Litigation Support (2023); multiple NJBIZ/ROI-NJ leadership honors (2020–2024) .
Equity Ownership
| Ownership Detail | Amount |
|---|---|
| Beneficial ownership (Apr 2, 2025) | 100,354 shares; less than 1% of outstanding |
| Includes options exercisable within 60 days | 32,000 (grant 5/27/2015; strike $14.76; expires 5/27/2025) |
| Shares held in IRA | 3,500 |
| Unvested RS at 12/31/2024 | 4,057 shares (granted 1/26/2024; vested 1/26/2025) |
| Stock ownership guidelines (Directors) | Greater of 5x annual director fee or 20,000 shares; directors prohibited from selling if out of compliance |
| Compliance status (as of 12/31/2024) | All non-employee directors met the guidelines or were within their 5-year window |
| Hedging/pledging | Prohibited: no hedging/derivatives, no margin purchases/borrowing against accounts, no pledging |
Insider Trades
| Period Searched | Form 4 Filings Found |
|---|---|
| 2023 – 2025 | None returned in our Form 4 search of available filings for NFBK insiders (Form 4 catalog returned 0 results) |
Note: We searched the Form 4 catalog for NFBK from 2023–2025 and found no retrievable director Form 4s in this dataset. If you want, we can run a dedicated insider-trades query to capture any off-catalog filings.
Governance Assessment
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Strengths
- Independence and committee coverage: Kessler is an independent director and sits on key committees (Compensation; previously chaired Compliance & IT and served on Nominating & Corporate Governance), aligning her crisis/governance expertise with risk and human capital oversight .
- Engagement: No attendance shortfalls in 2024; full director participation at the 2024 annual meeting .
- Alignment mechanisms: Robust ownership guidelines (>=20,000 sh or 5x annual fee) with confirmed compliance; strong prohibitions against hedging/pledging; director equity grants vest over time to encourage retention/alignment .
- Shareholder support for pay: Say-on-Pay received strong approval in 2025 (For 26.24M vs. Against 1.51M; “1-year” frequency preferred by stockholders) and over 95% support in 2023, signaling investor confidence in compensation governance .
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Potential watch items
- Options expiring 5/27/2025 (32,000 @ $14.76) could prompt transactions around expiry; monitor for exercises/disposals and any resulting ownership changes .
- No other public board experience disclosed for Kessler; network interlocks appear limited to private/non-profit roles, which lowers conflict risk but also limits public company cross-pollination .
-
Conflicts/related-party exposure
- No Kessler-specific related-party transactions disclosed; board’s related-party review flagged items related to other directors only. Aggregate insider loans outstanding were $649,289 at 12/31/2024 and made on market terms in compliance with banking regulations .
Compensation Committee Analysis
- Composition and independence: Compensation Committee comprised entirely of independent directors; Kessler served as a member in 2024 .
- Process and controls: Committee obtains independent market benchmarking; reviews risk across compensation programs with CRO/ERM/Internal Audit; maintains clawback policies and double-trigger CIC terms with no tax gross-ups .
Director Compensation Structure (Reference)
| Fee/Grant Type | Amount/Policy |
|---|---|
| Board member annual cash fee | $54,000 |
| Audit Committee (member/chair) | $13,000 / $13,000 |
| Compensation Committee (member/chair) | $10,000 / $10,000 |
| Nominating & Corporate Governance (member/chair) | $5,500 / $8,000 |
| Risk and Compliance & IT (member/chair) | $6,600 / $8,000 |
| Loan Committee | $1,100 per meeting |
| Annual director RS grant (time-based) | Target ~$54,000; typically January grant; 1-year vest |
Other Directorships & Interlocks
| Company | Type | Role | Interlock/Conflict Notes |
|---|---|---|---|
| None (public companies) | — | — | Proxy discloses no public company boards for Kessler; only CEO Klein serves on a public board (Middlesex Water) |
Say-on-Pay & Shareholder Feedback (Context)
| Year/Meeting | Result |
|---|---|
| 2025 Annual Meeting | Say-on-Pay: For 26,238,672; Against 1,509,089; Abstain 656,437; Board to hold annual Say-on-Pay going forward per stockholder preference |
| 2023 (reported in 2024 proxy) | “Over 95%” approval for Say-on-Pay at 2023 Annual Meeting |
Related Party Transactions (Board Policy & Disclosures)
- Policy: Nom/Gov Committee annually reviews transactions >$50,000 involving directors/executives/families; Loan Committee reviews insider loans quarterly; conflicts must be reported to Nom/Gov .
- 2024 disclosure: Aggregate outstanding loans to executive officers/directors and related entities totaled $649,289 at 12/31/2024; on market terms, compliant with regulations; no unfavorable features .
- Specific determinations: Independence review noted relationships pertaining to other directors (Connors; Harrison), not Kessler .
RED FLAGS
- None material identified: no disclosed related-party transactions or attendance issues; hedging/pledging prohibited; clawbacks in place . Monitor option expiry activity in 2025 for ownership alignment continuity .