Timothy C. Harrison
About Timothy C. Harrison
Independent director of Northfield Bancorp, Inc. since 2013; age 67; term expires in 2027. Licensed attorney (NY and PA) and real estate developer with legal and tax credentials (Dartmouth BA; University of Virginia Law School JD; NYU School of Law LLM in Tax). Serves as Lead Independent Director since 2024, providing board leadership and oversight alongside an independent committee structure .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| TCH Realty & Development Co., LLC (and affiliated partnerships) | Principal | 2001–present | Develops retail/office/residential and affordable housing; remediation of blighted/contaminated sites; risk assessment and leadership in real estate development |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Northfield Bank Foundation | Director | Current | Philanthropic governance in bank footprint |
| Project Hospitality (Staten Island, NY) | First Vice Chair, Board of Directors | Current | Community services oversight |
| Richmond University Medical Center (Staten Island, NY) | Chair, Board of Trustees | Current | Health system governance leadership |
| Healthcare Trustees of NYS (division of HANYS, Inc.) | Director | Current | Statewide healthcare governance network |
Board Governance
- Independence and roles: Board determined Harrison is independent under NASDAQ rules; qualifies to serve on Audit and Compensation Committees; serves as Lead Independent Director appointed by a majority of independent directors for a two-year term .
- Lead Independent Director charter: Chairs executive sessions; coordinates agendas and feedback to the CEO; helps set board composition needs and director criteria; liaises on shareholder communications; promotes board independence and effective oversight .
- Committee membership: Member of Compensation Committee alongside Catino, Kessler, and Stahlin; Stahlin is Chair (as of Dec 31, 2024) .
- Attendance: In 2024, no director participated in fewer than 75% of board and assigned committee meetings; board held 11 regular meetings plus planning and special sessions; committee meetings: Audit (11), Compensation (7), Nominating & Gov (3), Risk (4), Compliance & IT (6), Loan (10) .
- Stock ownership and conduct policies: Robust director stock ownership guidelines; prohibition on hedging/borrowing/pledging company stock; insider trading policy applies to directors .
- Say-on-pay signal: Strong historical shareholder support—over 95% approval in 2024 for executive compensation .
Fixed Compensation
| Component | Policy Amounts | Harrison 2024 Actual ($) |
|---|---|---|
| Board Annual Cash Fee (Member) | $54,000 | 106,823 |
| Lead Independent Director Annual Fee | $22,000 | Included in cash total |
| Committee Annual Cash Fees (member): Audit $13,000; Compensation $10,000; Nominating & Gov $5,500; Compliance & IT $6,600; Risk $6,600; Loan $1,100/meeting; Committee Chair fees: Audit $13,000; Compensation $10,000; Nom/Gov $8,000; Compliance & IT/Risk/Loan Chairs $8,000 | Per policy | Included in cash total as applicable |
| Other cash reimbursements (e.g., internet reimbursement, meeting fees) | Per policy | Included in cash total |
| All Other Compensation (dividends on RSU vesting) | N/A | 1,954 |
- Mix: Cash $106,823; Equity grant fair value $53,999; Other $1,954; Total $162,776. Approximate mix: cash ~66%, equity ~33%, other ~1% (derived from disclosed amounts) .
Performance Compensation
| Equity Instrument | Grant Date | Shares/Units | Fair Value | Vesting |
|---|---|---|---|---|
| Annual Restricted Stock (Director grant) | Jan 26, 2024 | 4,057 | $53,999 | Vested Jan 26, 2025 (one-year vest) |
| Stock Options (legacy director grant) | May 27, 2015 | 32,000 (exercisable) | — | Strike $14.76; expire May 27, 2025 |
Performance metrics under Harrison’s Compensation Committee oversight (Company-wide executive plan for 2024):
| Metric (Corporate Goals) | Target | Achievement | Result |
|---|---|---|---|
| Diluted EPS | $0.91 | Below Threshold | No payout |
| Loan Growth (net originated; $mm) | 168.0 | Below Threshold | No payout |
| Deposit Growth ($mm) | 90.0 | 107% of Target | Payout |
| Transaction Deposit Growth ($mm) | 70.0 | 95% of Target | Payout |
| CRA Goals | N/A | Above Stretch | Payout |
- Committee practices: Aon engaged; independence reviewed Jan 2025; legal counsel Luse Gorman supports governance documents; clawbacks apply to incentive compensation; double-trigger change-in-control agreements; no tax gross-ups; annual risk review of compensation programs .
Other Directorships & Interlocks
| Type | Entity | Public Company? | Notes |
|---|---|---|---|
| Corporate board (public) | None (other than NFBK) | No | Proxy states none of the directors serve on public boards in past five years except CEO Klein (MSEX) |
| Foundation | Northfield Bank Foundation | No | Multiple NFBK directors also serve; philanthropic linkage |
| Non-profit/Healthcare | Richmond University Medical Center; Healthcare Trustees of NYS | No | Healthcare governance roles |
| Community org | Project Hospitality | No | Community services oversight |
Expertise & Qualifications
- Legal and tax: Licensed attorney; LLM in Tax; governance and risk assessment skills grounded in real estate law .
- Real estate operations: Principal developer with experience in remediation, development, and risk evaluation—relevant to bank lending/credit oversight .
- Board leadership: Lead Independent Director responsibilities demonstrate governance competence and independence .
Equity Ownership
| Category | Amount |
|---|---|
| Beneficially owned shares | 114,313 (includes 32,000 options exercisable within 60 days of April 2, 2025) |
| Percent of class | <1% (as reported) |
| Outstanding director equity at FY-end (12/31/24) | Options: 32,000 @ $14.76 expiring 5/27/25; Unvested RSU: 4,057 (vested 1/26/25) |
| Ownership guidelines | Directors must hold ≥ greater of 5× annual board fee or 20,000 shares; all non-employee directors and executives met or were within allowed timeframe as of 12/31/24 |
| Hedging/pledging | Prohibited for directors and executives |
Governance Assessment
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Strengths
- Independent status; Lead Independent Director enhances oversight and board independence; structured charter duties to coordinate executive sessions and agendas .
- Active service on Compensation Committee with independent consultant (Aon) and clawback/change-in-control best practices (double trigger, no gross-ups) supporting shareholder alignment .
- Solid ownership alignment: beneficial ownership >20,000 shares threshold and director RSUs; board-wide compliance with rigorous stock ownership guidelines and prohibition on hedging/pledging .
- Attendance and engagement: Board and committee workload significant; no director below 75% participation; board maintains executive sessions twice yearly at minimum .
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Potential Conflicts / RED FLAGS
- Related-party exposure: Family relationship to an employee of Advance Local Media LLC, where Harrison is CEO; bank places advertising with the firm (no contract; ads only); 2024 spend $12,668. Independence affirmed after review, but ongoing monitoring warranted due to perceived optics in media procurement (low dollar amount; non-professional services) .
- Director loans: Aggregate loans to directors/executives totaled $649,289 at year-end—on standard terms; no specific attribution to Harrison disclosed; maintain oversight via Loan Committee review .
- Option timing: 32,000 legacy options expiring May 27, 2025 at $14.76 strike—monitor exercise behavior to avoid appearance of trading near board events; insider trading policies apply .
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Signals affecting investor confidence
- Strong say-on-pay support (>95% in 2024) suggests positive shareholder sentiment on compensation governance; annual vote recommended .
- Compensation Committee’s risk audits and CRA-linked goals demonstrate alignment with regulatory and community priorities, potentially de-risking incentive structures under Harrison’s oversight .