Steven M. Klein
About Steven M. Klein
Steven M. Klein, age 59, is Chairman, President, and Chief Executive Officer of Northfield Bancorp, Inc. and Northfield Bank, and a licensed Certified Public Accountant with 30+ years in banking and SEC financial reporting; he has served as a director since 2013 and CEO since 2017, and is a graduate of Montclair State University . Pay-versus-performance disclosures show 2024 total shareholder return (TSR) indexed to 83.83 vs. 132.60 for the KBW Bank Index peer group, with net income of $29.9 million and diluted EPS of $0.72, and say‑on‑pay support over 95% in 2024 . The Board maintains a combined Chair/CEO structure with a Lead Independent Director and fully independent Audit, Compensation, and Nominating & Corporate Governance Committees .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Northfield Bancorp, Inc. and Northfield Bank | Chief Executive Officer | 2017 – present | Leadership of community banking franchise; background includes banking and SEC financial reporting . |
| KPMG LLP (Short Hills, NJ) | Community Banking Practice | 1986 – 2005 | Public accounting for community banks; SEC reporting expertise . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Northfield Bank Foundation | Director | Not disclosed | Community grantmaking within Northfield’s footprint . |
| Middlesex Water Company (NASDAQ: MSEX) | Director | Not disclosed | Public utility board service (only concurrent public company directorship) . |
| Federal Home Loan Bank of New York | Director | Not disclosed | Funding, liquidity, and housing finance ecosystem leadership . |
| Staten Island Economic Development Corp. | Director | Not disclosed | Regional economic development engagement . |
| Richmond University Medical Center | Trustee | Not disclosed | Healthcare oversight in local market . |
| New Jersey Bankers Association | Director and Immediate Past Chair | Not disclosed | Industry advocacy and governance . |
| New Jersey Chamber of Commerce | Director | Not disclosed | Statewide business community leadership . |
| AICPA; NJ Society of CPAs | Member | Not disclosed | Professional standards and accounting expertise . |
Fixed Compensation
| Item | Effective Date | Amount | Notes |
|---|---|---|---|
| CEO Base Salary (pre‑increase) | Dec 31, 2023 | $728,000 | Baseline used for 2024 adjustments . |
| CEO Base Salary | Mar 1, 2024 | $753,500 | 3.50% increase (+$25,500) . |
| CEO Base Salary | Feb 24, 2025 | $780,000 | 3.52% increase (+$26,500) . |
| CEO Pay Ratio (2024) | 2024 | 24:1 | CEO total comp $1,477,009 vs median employee $61,028 . |
| Say‑on‑Pay Support | 2024 | >95% | Significant majority approval . |
Performance Compensation
2024 Annual Cash Incentive Plan (Design and Results)
| Metric | Weighting | Target | Actual | Payout Status |
|---|---|---|---|---|
| EPS | 50% | $0.91 | Below Threshold | No payout on this goal . |
| Net Loan Growth (select categories) | 10% | $168.0 million | Below Threshold | No payout on this goal . |
| Total Deposit Growth | 25% | $90.0 million | 107% of Target | Paid based on above-target achievement . |
| Transaction Deposit (DDA) Growth | Part of Deposits | $70.0 million | 95% of Target | Paid between threshold and target . |
| CRA Goals | 15% | N/A | Above Stretch | Paid above stretch . |
| CEO Annual Cash Incentive Outcome (2024) | Value |
|---|---|
| Target Award Opportunity | $324,005 |
| Actual Award Paid | $169,632 |
| Actual as % of Target | 52.35% |
• Award opportunity curves by goal for CEO (as % of base salary at threshold/target/maximum): EPS 19.25/38.50/57.75; Loan 25/50/75; Deposit 20/40/60; DDA 25/50/75; CRA 25/50/75 .
• CEO and NEO goal weightings: CEO EPS 50%, Loan 10%, Deposit 25%, CRA 15% .
2024 Equity Awards (Grant, Mix, Vesting)
| Award Type | Target Shares | Vesting | Performance Metric | Sizing |
|---|---|---|---|---|
| Performance‑based RSUs | 16,409 | 3‑year cliff | Core ROAA; ±50% around target; peer percentile modifier | ~60% of 2023 base salary value for CEO . |
| Time‑based Restricted Stock | 16,409 | Pro‑rata over 3 years | N/A | ~60% of 2023 base salary value for CEO . |
2021–2023 PSU cohort: core ROAA threshold/target/stretch of 0.88%/0.93%/1.12%; achieved 1.00% with peer modifier → 74% of target vested; Klein received 8,444 shares .
Outstanding and Recently Vested Equity (as of 12/31/2024)
| Instrument | Detail | Quantity/Value | Key Terms |
|---|---|---|---|
| Options | Exercisable @ $14.76 (5/27/2015 grant) | 135,000 | Expires 5/27/2025 . |
| Options | Exercisable @ $16.89 (11/1/2017 grant) | 40,000 | Expires 11/1/2027 . |
| Unvested RS/RSUs | Aggregate units unvested | 73,701 | Grants dated 2020–2024; value shown by grant below . |
| Unvested RS/RSUs (by grant) | 1/26/2024 | 32,818 units; $381,345 | Market value @ $11.62 on 12/31/2024 . |
| Unvested RS/RSUs (prior) | 1/27/2023 | 22,325 units; $259,417 | As above . |
| Unvested RS/RSUs (prior) | 1/28/2022 | 12,525 units; $145,541 | As above . |
| Unvested RS/RSUs (prior) | 1/29/2021 | 4,594 units; $53,382 | As above . |
| Unvested RS/RSUs (prior) | 2/17/2020 | 1,439 units; $16,721 | As above . |
| 2024 Vesting (realized) | Shares vested during 2024 | 18,133 shares; $213,930 value | “Value realized on vesting” at vest dates . |
Vesting mechanics and selling pressure signals:
- Time‑based RS vests ratably over three years; PSUs vest on a three‑year cliff tied to core ROAA with up/down modifiers .
- Significant 2015 option tranche (135,000 @ $14.76) had a May 27, 2025 expiry, which can drive exercise/expiration decisions; the company also reported additional tax expense related to options that expired in May 2025 (and in June 2024), indicating expirations affected tax in both years .
Equity Ownership & Alignment
| Beneficial Ownership (as of Apr 2, 2025) | Shares | % of Class | Notes |
|---|---|---|---|
| Steven M. Klein | 778,020 | 1.80% | Includes 63,621 shares in 401(k), 55,457 in ESOP, and 175,000 shares acquirable via options within 60 days . |
| Shares Outstanding (for context) | 42,676,274 | — | Shares outstanding as of Apr 2, 2025 . |
Ownership policy and risk controls:
- Executive stock ownership guideline: CEO must hold Qualifying Shares equal to 5× base salary; options do not count toward compliance; all executive officers met requirements or were within the 5‑year phase‑in as of 12/31/2024 .
- Prohibition on hedging, shorting, derivatives, margin purchases, borrowing against accounts, or pledging company stock as collateral; executives may not sell shares unless in compliance with ownership guidelines (tax withholding exceptions apply) .
Deferred compensation and retirement alignment:
| Non‑Qualified Deferred Compensation (2024) | Executive Contributions | Company Contributions | Aggregate Earnings | Year‑End Balance |
|---|---|---|---|---|
| Steven M. Klein | $22,487 | $32,041 | $205,423 | $1,506,731 |
• Supplemental ESOP provides additional cash benefits to offset tax‑qualified plan limits; benefits aggregated with non‑qualified plan for distribution (lump sum or installments up to 15 years) .
• 2024 “All Other Compensation” included employer contributions to qualified/non‑qualified plans ($85,779), company vehicle ($19,500), dividends on vested RS ($11,994), and other items ($4,210) .
Employment Terms
Contract structure and protections:
- Term: 3‑year employment agreement, reviewed annually; renewed effective January 1, 2025 .
- Severance (no CIC): Lump sum of 3× base salary plus 3× average annual bonus for the prior three years; 18 months of health and welfare benefits; life insurance contribution; non‑compete for two years if receiving benefits; non‑solicit for one year .
- Severance (CIC double trigger): Same base/bonus multiple but bonus based on highest of prior three years; equity acceleration; 18 months of health and welfare benefits; 280G “cutback” to $1 less than 3× “base amount”; no tax gross‑ups .
- Disability/Death: One year of base salary continuation and one year of health benefits; equity acceleration under disability/death and certain corporate transactions (subject to plan terms) .
Potential payouts for Steven M. Klein (assuming termination on 12/31/2024):
| Scenario | Total |
|---|---|
| Disability | $1,461,650 |
| Death | $1,634,917 |
| Discharge Without Cause / Resign With Good Reason (No Corporate Transaction) | $3,062,832 |
| Discharge Without Cause / Resign With Good Reason (Change in Control) | $4,311,095 |
| Discharge Without Cause / Resign With Good Reason (Merger of Equals) | $3,919,238 |
Clawbacks and governance:
- SEC‑compliant clawbacks apply to both cash and performance‑based equity; no evergreen provisions; no tax gross‑ups .
Performance & Track Record
Company outcomes during Klein’s tenure (selected indicators from Pay‑vs‑Performance):
| Metric | 2020 | 2021 | 2022 | 2023 | 2024 |
|---|---|---|---|---|---|
| TSR Indexed to $100 (Company) | 75.64 | 102.25 | 103.13 | 86.46 | 83.83 |
| TSR Indexed to $100 (KBW NASDAQ Bank Index) | 89.69 | 124.06 | 97.52 | 96.65 | 132.60 |
| Net Income ($) | 36,988,000 | 70,654,000 | 61,119,000 | 37,669,000 | 29,945,000 |
| Diluted EPS ($) | 0.76 | 1.45 | 1.32 | 0.86 | 0.72 |
Recent operating commentary (Q3 2025): Klein highlighted continued expansion of net interest and non‑interest income, disciplined expense management, and a quarterly dividend declaration of $0.13 per share (payable Nov 19, 2025) .
Board Governance
- Board service: Director since 2013; nominee through 2028 .
- Dual role: Chairman & CEO; Board determined unified role appropriate with Lead Independent Director (currently Timothy C. Harrison) and strong independent committee structure .
- Committees: Klein is an ex officio member of all Board committees except Audit, Compensation, and Nominating & Corporate Governance .
- Independence and oversight: 100% independent Audit, Compensation, and Nominating & Corporate Governance committees; multiple directors designated “audit committee financial experts”; no committee interlocks .
- Attendance: No director participated in fewer than 75% of Board and committee meetings in 2024 .
Compensation Structure Analysis
- Mix and benchmarking: Compensation targeted at the 50th percentile, with balance across fixed vs. variable and short‑ vs. long‑term; Aon engaged as independent consultant; peer group centered on regional/community banks .
- Metric design: Annual cash incentives focused on diluted EPS, select loan growth, total and transaction deposit growth, and CRA goals, with risk oversight input from ERM and internal audit .
- 2024 outcomes: EPS and loan growth missed threshold; deposits and CRA exceeded targets; total cash payout at ~52% of target for CEO .
- Equity emphasis: 50/50 split between time‑based RS and performance‑based RSUs tied to core ROAA, with 3‑year vesting constructs and peer percentile modifier; PSUs can vest ±50% around target .
- Clawbacks/controls: Robust clawback policies and prohibitions on hedging/pledging; ownership guidelines restrict sales until compliant; option grants avoided in closed windows .
Related Party Transactions and Red Flags
- Insider loans: Aggregate outstanding loans to directors/executive officers and related entities were $649,289 at 12/31/2024, on market terms and in compliance with banking regulations .
- Hedging/pledging: Explicitly prohibited, reducing alignment risk concerns .
- Options repricing/tax gross‑ups: None; gross‑ups prohibited; 280G cutback applies for CIC .
- Say‑on‑pay: Strong support (>95% in 2024) .
Compensation Peer Group (for benchmarking)
ACNB; BCBP; CCNE; CLBK; CNOB; FFIC; FLIC; FRBA; KRNY; LBAI; MPB; OCFC; ORRF; PGC; PFIS; PFS; SHBI; TMP; UNTY; UVSP .
Say‑on‑Pay & Shareholder Feedback
- 2024 advisory approval exceeded 95%; Board continues to support annual say‑on‑pay votes .
Expertise & Qualifications
- CPA licensure; AICPA/NJCPA membership; extensive banking financial reporting experience; external leadership across banking associations and community institutions; Montclair State University graduate .
Equity Ownership & Director Service – Snapshot
| Item | Detail |
|---|---|
| Total beneficial ownership | 778,020 shares (1.80% of outstanding) . |
| Options exercisable within 60 days | 175,000 shares . |
| Stock ownership guideline | 5× base salary for CEO; executives compliant or within phase‑in . |
| Board role | Chairman, President & CEO; director since 2013; ex officio on committees except Audit, Compensation, and Nominating . |
| Independence implications | Dual role mitigated by Lead Independent Director and fully independent key committees . |
Investment Implications
- Alignment and selling pressure: High equity alignment via substantial beneficial ownership, ownership guidelines, and hedging/pledging prohibitions; upcoming and ongoing vesting (and past option expirations) can create episodic flow but governance reduces forced‑sale risk .
- Pay-for-performance: 2024 cash incentives paid primarily on deposit/CRA outperformance while EPS/loan goals missed, indicating balanced goals and moderated payout; equity is materially performance‑linked via multi‑year ROAA PSUs .
- Retention and M&A optics: Double‑trigger CIC with 3× salary and bonus multiple and equity acceleration (subject to 280G cutback) provides competitive protection without gross‑ups, which could influence transaction negotiations but is standard for peers .
- Governance checks: Strong committee independence, clawbacks, and risk‑informed comp design support investor confidence despite CEO/Chair duality .