Paul V. Stahlin
About Paul V. Stahlin
Former financial services executive; age 72; independent director since 2019. Licensed CPA, Chartered Global Management Accountant, and Fellow Chartered Management Accountant; designated an SEC “audit committee financial expert.” Nominated in 2025 for a one-year term ending 2026 to balance director classes .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Fulton Financial Corporation / Fulton Bank of New Jersey | Regional President | 2005–2014 | Led regional banking operations |
| Somerset Valley Bank; Skylands Community Bank | CEO/President (affiliates of Fulton) | 2005–2014 | Executive leadership in community banking |
| Fleet Credit Card Services (acquired by Bank of America) & predecessor banks | EVP and CFO (last position) | 1980–2005 | Senior finance leadership; credit card services |
| Price Waterhouse & Co. | Senior Accountant | 1974–1980 | Audit foundation; CPA credentials |
External Roles
| Organization | Role | Tenure/Status | Notes |
|---|---|---|---|
| Miami International Holdings, Inc. (parent of MIAX) | Director; Audit Committee Chair | Current | Market infrastructure; audit oversight |
| Robert Wood Johnson University Hospital | Vice Chairman | Current | Healthcare governance |
| RWJ Barnabas Health, Inc. | Trustee | Current | Health system oversight |
| American Institute of CPAs | Former Chair of the Board; Governing Council member | Former/Current | National professional leadership |
| Assoc. of International Certified Professional Accountants | Former Board/Governing roles | Former | Global accounting governance |
| Chartered Institute of Management Accountants | Former Executive Committee and Board member | Former | Management accounting leadership |
| NJ Society of CPAs | Member; Former President | Current/Former | State professional leadership |
| Montclair State University Foundation | Former President | Former | Academic foundation leadership |
| Northfield Bank Foundation | Director | Current | Community/institutional link |
Board Governance
- Independence: Board determined all directors except the CEO (Klein) are independent; Stahlin qualifies for Audit and Compensation Committee independence standards .
- Committee assignments: Audit, Compensation, and Risk; designated “audit committee financial expert” .
- Committee chair: Serves as Chair of Compensation Committee (with Catino, Kessler, Harrison as members) .
- Attendance/engagement: No director attended fewer than 75% of combined Board and committee meetings in 2024; Board held 11 regular meetings plus strategic planning session and two special meetings .
- Lead Independent Director: Timothy C. Harrison; executive sessions at least twice annually; defined charter and duties .
- Risk oversight: Board oversees ERM via Risk Committee, covering credit, liquidity, market, operational, compliance, cybersecurity, AI, strategic, and reputational risks .
Committee activity levels (2024):
| Committee | Meetings (2024) |
|---|---|
| Risk | 4 |
| Loan | 10 |
| Compliance & IT | 6 |
| Audit | 11 |
| Compensation | 7 |
| Nominating & Corporate Governance | 3 |
Fixed Compensation
Director fee structure (as of 12/31/2024):
| Component | Amount |
|---|---|
| Board annual cash fee (member) | $54,000 |
| Audit Committee (Chair/Member) | $13,000 / $13,000 |
| Compensation Committee (Chair/Member) | $10,000 / $10,000 |
| Nominating & Corporate Governance (Chair/Member) | $8,000 / $5,500 |
| Compliance & IT (Member) | $6,600 (from $5,500 prior to 7/1/2024) |
| Risk Committee (Member) | $6,600 (from $5,500 prior to 7/1/2024) |
| Loan Committee (Member per meeting) | $1,100 |
| Lead Independent Director annual fee | $22,000 |
| Annual restricted stock (member) | $54,000 target value; typical Jan grant, 1-year vest |
Stahlin – 2024 director compensation:
| Item | Amount ($) |
|---|---|
| Fees earned or paid in cash | 93,290 |
| Restricted Stock | 53,999 (4,057 shares at $13.31 grant-date) |
| All other compensation (dividends on RS) | 1,954 |
| Total | 149,243 |
Performance Compensation
Equity award details (director equity; time-based):
| Grant Date | Type | Shares/Units | Grant-Date Value ($) | Vesting |
|---|---|---|---|---|
| 1/26/2024 | Restricted Stock | 4,057 | 53,999 | Vested 1 year later (1/26/2025) |
Outstanding director equity at 12/31/2024:
| Options (exercisable) | Options (unexercisable) | Option Strike | Expiry | Unvested Stock Units |
|---|---|---|---|---|
| — | — | — | — | 4,057 |
Notes:
- NFBK prohibits hedging, margin purchases, borrowing against accounts with NFBK securities, or pledging Bancorp stock by directors and executive officers, supporting alignment with shareholders .
- Director equity awards are time-based; no performance-conditioned director metrics disclosed .
Other Directorships & Interlocks
| Area | Detail |
|---|---|
| Compensation Committee interlocks | None; committee members are independent, and no current/former officers served on it in 2024 . |
| Public company directorships | Stahlin’s disclosed roles include MIH (parent of MIAX); not identified as a public company in proxy. CEO Klein is a director at Middlesex Water (MSEX) . |
Expertise & Qualifications
- CPA; CGMA; Fellow Chartered Management Accountant; SEC “audit committee financial expert” designation .
- Senior banking leadership (CEO/President roles; regional president); finance (EVP/CFO) and audit background .
- Governance roles across healthcare and national accounting bodies .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Class | Notable Detail |
|---|---|---|---|
| Paul V. Stahlin | 52,354 | <1% | Includes 30,000 shares in IRA |
| Shares outstanding (as of 4/2/2025) | 42,676,274 | — | Voting reference for ownership % |
Ownership alignment and policies:
- Director stock ownership guidelines: minimum greater of 5× annual director fee or 20,000 shares; compliance reviewed annually. As of 12/31/2024, all non-employee directors met requirements or were within the 5-year compliance window .
- Prohibition on hedging, margin purchases, borrowing against securities accounts, and pledging Bancorp stock .
Governance Assessment
- Strengths: Independent status; deep audit and finance credentials; designated audit committee financial expert; chairing Compensation Committee with documented use of independent consultants and annual risk reviews; no related-party conflicts disclosed; robust director ownership guidelines and anti-hedging/pledging policies; adequate attendance; structured risk oversight via Risk Committee .
- Signals: 2024 Say‑on‑Pay support >95%, indicating shareholder confidence in compensation governance; executive compensation uses double-trigger change-in-control, no tax gross-ups, clawbacks—reflects conservative pay governance overseen by the committee he chairs .
- Watch items: Mandatory retirement age is 75; at age 72, succession planning and committee continuity should be monitored. Aggregate director/executive loans were $649,289 at 12/31/2024 (ordinary-course terms), with quarterly reviews; no specific loan exposure tied to Stahlin disclosed .
RED FLAGS
- None disclosed for Stahlin regarding related‑party transactions, hedging/pledging, low attendance, or compensation anomalies .