Rachana A. Kulkarni
About Rachana A. Kulkarni
Rachana A. Kulkarni, MD, MBA, is an independent director of Northfield Bancorp, Inc. (NFBK), serving since 2024; age 59 as of December 31, 2024. She is President and Managing Partner of Medicor Cardiology and Regional Director of Cardiology at Barnabas Health Corp; she is board certified in Internal Medicine, Cardiology, and Nuclear Cardiology, and holds an MBA from Auburn with executive education at Harvard Business School. Her term on the NFBK board expires in 2027.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Medicor Cardiology | President & CEO / Managing Partner | 2008 – present | Leads a leading cardiology group in New Jersey, operational and clinical leadership |
| Barnabas Health Corp | Regional Director of Cardiology | 2023 – present | Regional cardiology leadership |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Akshaya Patra USA | Trustee | Not disclosed | NGO supporting school meal programs |
| NJ AAPI – American Association of Physicians of Indian Origin | Trustee | Not disclosed | Physician professional organization |
| Somerset Healthcare Foundation | Trustee | Not disclosed | Healthcare philanthropy |
| American Heart Association – NJ Chapter | Former Trustee; Past President | Not disclosed | Cardiovascular health advocacy |
| Executive Women of New Jersey | Former Director | Not disclosed | Leadership network |
Board Governance
- Independence: The Board determined all directors other than the CEO are independent under NASDAQ rules; Dr. Kulkarni is independent.
- Committee assignments: Member, Risk Committee (2024).
- Attendance: No director participated in fewer than 75% of Board and committee meetings in 2024.
- Board structure and oversight:
- Lead Independent Director structure in place (Lead ID: Timothy C. Harrison as of 2025; previously Annette Catino).
- Risk oversight primarily through the Risk Committee; ERM, liquidity, interest rate, model risk, third‑party risk, etc., reviewed regularly.
- Cybersecurity oversight via Compliance & IT Committee with an external cybersecurity consultant.
- Meetings (2024): Board 11; Committee meetings—Risk 4, Loan 10, Compliance & IT 6, Audit 11, Compensation 7, Nominating & Corporate Governance 3.
| Governance Aspect | Status/Details |
|---|---|
| Director since | 2024 |
| Term expiration | 2027 |
| Independence | Independent |
| Committee(s) | Risk (member, 2024) |
| Attendance threshold | ≥75% (Board-wide disclosure) |
| LID structure | In place; Harrison (2025), Catino (prior) |
Fixed Compensation
| Component (Directors) | Structure / Amount | Notes |
|---|---|---|
| Annual Board cash retainer (member) | $54,000 | Paid quarterly; deferral optional |
| Annual Board equity (member) | $54,000 in restricted stock | Typically granted January; 1-year vest |
| Audit Committee member retainer | $13,000 | Chair additional $13,000 |
| Compensation Committee member retainer | $10,000 | Chair additional $10,000 |
| Nominating & Corporate Governance member retainer | $5,500 | Chair additional $8,000 |
| Risk & Compliance & IT member retainer | $6,600 (effective 2024; previously $5,500) | Chair additional $8,000 |
| Loan Committee | $1,100 per meeting | Chair additional $8,000 |
| Lead Independent Director | $22,000 annual fee |
| Director Compensation (FY2024) | Cash Fees ($) | Restricted Stock ($) | All Other ($) | Total ($) |
|---|---|---|---|---|
| Rachana A. Kulkarni | 55,770 | 47,629 | — | 103,399 |
Performance Compensation
Directors receive time‑based restricted stock; no performance‑based director equity metrics are disclosed.
| Equity Detail (Director) | Grant Date | Shares Granted | Grant-Date Fair Value ($/sh) | Vesting |
|---|---|---|---|---|
| R. A. Kulkarni | 02/01/2024 | 4,057 | 11.74 | Vested 02/01/2025 |
No stock options were reported for Dr. Kulkarni; certain other directors hold legacy options from 2015.
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards | None (Board disclosure notes only the CEO serves on MSEX; no other director, including Dr. Kulkarni, serves on other public company boards) |
| Interlocks / conflicts | None disclosed involving Dr. Kulkarni |
Expertise & Qualifications
- Medical and clinical leadership: President/Managing Partner, Medicor Cardiology; Regional Director of Cardiology at Barnabas Health.
- Credentials: Board Certified in Internal Medicine, Cardiology, Nuclear Cardiology; Certified Physician Executive.
- Education: Medical degrees from Government Medical College (India) and Rutgers; MBA (Auburn); Harvard Business School certifications (Women on Boards; Certificate of Management Excellence).
- Community and nonprofit leadership: Multiple trustee roles (healthcare, education, philanthropy).
Equity Ownership
| Item | Detail |
|---|---|
| Unvested/vested director equity at FY-end 2024 | 4,057 unvested shares as of 12/31/2024 (vested 02/01/2025) |
| Stock ownership guidelines (directors) | Greater of 5× annual director fee or 20,000 shares; compliance required within 5 years of becoming a director |
| Compliance status (as of 12/31/2024) | All non‑employee directors met the guidelines or are within the five‑year window; Dr. Kulkarni, appointed in 2024, is within the window |
| Hedging/pledging | Prohibited from hedging, shorting, purchasing on margin, borrowing against, or pledging Bancorp stock |
Governance Assessment
-
Board effectiveness and engagement:
- Independent; serves on the Risk Committee, aligning her clinical systems and organizational risk perspective with ERM oversight. Attendance met Board thresholds (no director under 75%).
- Board maintains strong independent leadership with a Lead Independent Director and robust committee structure, including cybersecurity oversight with an external consultant.
-
Compensation and alignment:
- Standard, market‑based director pay mix (roughly 50/50 cash and equity) with one‑year vesting equity; no director performance equity metrics—reduces incentives for excessive risk‑taking in governance roles.
- Strong ownership alignment via stringent stock ownership guidelines and prohibitions on hedging/pledging.
-
Conflicts and related‑party exposure:
- No related‑party transactions disclosed involving Dr. Kulkarni; Board independence review disclosed specific relationships for other directors, not her. Aggregate loans to insiders were ordinary‑course and compliant.
- No public‑company interlocks disclosed for Dr. Kulkarni.
-
Shareholder signals:
- Strong say‑on‑pay support (over 95% in 2024) and adherence to SEC‑compliant clawback policies for incentive compensation reflect positive governance tone.
Red flags: None identified specific to Dr. Kulkarni (no attendance or independence issues, no pledging/hedging, no related‑party transactions disclosed).