William R. Jacobs
About William R. Jacobs
Executive Vice President and Chief Financial Officer of Northfield Bancorp, Inc. and Northfield Bank; licensed Certified Public Accountant in New Jersey. Joined Northfield in 2006 as Controller, named Principal Accounting Officer in 2012, CFO in 2013, and EVP & CFO in 2016; age 51 as of December 31, 2024 . Company performance under his finance leadership in Q3 2024: diluted EPS $0.16 (nine months: $0.45), ROA 0.46% for the quarter (0.43% for nine months), ROE 3.74% for the quarter (3.59% for nine months), and net interest margin 2.08% .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Northfield Bank | Controller | 2006–2012 | Built controllership and financial reporting foundation |
| Northfield Bank | Principal Accounting Officer | 2012–2013 | Led SEC reporting and accounting controls |
| Northfield Bancorp/Bank | Chief Financial Officer | 2013–2016 | Oversaw finance, capital, and investor disclosures |
| Northfield Bancorp/Bank | EVP & CFO | 2016–Present | Principal financial and accounting officer; signs SEC filings |
External Roles
No external directorships or public company boards are disclosed for Mr. Jacobs in the company’s proxy .
Fixed Compensation
| Item | 2022 | 2023 | 2024 | 2025 (effective date) |
|---|---|---|---|---|
| Base Salary ($) | 388,115 | 403,615 | 420,250 (effective Mar 1, 2024) | 435,000 (effective Feb 24, 2025) |
| Target Cash Incentive (% of base) | 40% (EVP target policy) | 40% (EVP target policy) | 40% (EVP target policy) | 2025 plan approved; structure similar to 2024 |
| Target Cash Incentive ($) | — | — | 143,936 | — |
| Actual Cash Incentive Paid ($) | 160,564 | — | 74,437 (51.72% of target) | — |
| Bonus (Discretionary) ($) | — | 30,000 | — | — |
Notes:
- EVP target bonus opportunity is set at approximately 40% of base salary, with goal structure and weightings defined annually by the Compensation Committee .
- 2024 actual cash incentive reflected above-target Deposit and CRA goal achievement, with no payout on EPS and Loan goals (see Performance Compensation) .
Performance Compensation
| Metric | Weighting (Jacobs) | Target | Actual | Payout Outcome | Notes |
|---|---|---|---|---|---|
| EPS | 50% | $0.91 | Below Threshold | No payout | Excludes gains/losses on securities, BOLI death benefits, PPP, brokered deposits per plan design |
| Net Loan Growth (select categories) | 10% | $168.0M | Below Threshold | No payout | SBA loan sale gains and branch consolidation costs handled per plan design |
| Total Deposit Growth | 25% | $90.0M | 107% of Target | Above target payout | Company deposits excluding brokered increased $15.0M YTD; mix shifts detailed in 8-K |
| Transaction (DDA) Growth | 0% (Jacobs weighting shown for CEO/EVP group as 25% in plan; Jacobs weightings list 25% but table presents only four goals; DDA is encompassed within Deposit/Transaction goals weighting structure) | $70.0M | 95% of Target | Between threshold and target | EVPs have DDA goal as part of corporate goals set |
| CRA Goals | 15% | Qualitative & volume objectives | Above Stretch | Above stretch payout | CRA metrics included community development lending, small business lending, and residential lending in LMI areas |
Aggregate 2024 outcome for Mr. Jacobs:
- Target award: $143,936; actual award: $74,437 (51.72% of target) .
- Weightings and threshold/target/stretch award scales for EVPs: EPS 15.50/31.00/46.50%; Loan 20/40/60%; Deposit 15/30/45%; DDA 20/40/60%; CRA 20/40/60% (before applying individual weightings) .
Equity Incentives (Grant Design and Vesting):
- 2024 grants: 50% time-based restricted stock (pro-rata over 3 years), 50% performance-based RSUs (3-year cliff based on Core ROAA, with +/-50% vesting band and 25% peer percentile modifier) .
- Performance cycle 2021–2023 vested at 74% of target; Jacobs received 3,625 shares .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| 2024 Equity Grants (Jan 26, 2024) | 7,626 performance-based RSUs (Target) and 7,626 time-based restricted shares; grant-date fair value $203,004 |
| Outstanding Unvested Equity at 12/31/2024 | 15,252 shares/units unvested; market value $177,228 at $11.62/share |
| Stock Options | 12,000 options exercisable at $14.76; expire 5/27/2025 |
| Ownership Guidelines | CFO must hold Qualifying Shares equal to 2x base salary; all execs and directors met requirements or are within 5-year compliance window (no pledging/hedging; margin purchases prohibited) |
| Insider Trading Policy | Formal policies and addendum for directors/designated employees; adherence overseen per 10-K exhibits referenced in proxy |
| Clawback | SEC-compliant clawbacks on cash and performance-based equity; executive awards subject to Northfield’s Clawback Policy (Oct 25, 2023) |
Deferred Compensation and Perquisites:
- Non-Qualified Deferred Compensation Plan: 2024 executive contributions $8,361; registrant contributions $6,794; aggregate balance $150,529 .
- Perquisites in 2024: automobile allowance ($11,700 reported), employer contributions to qualified/nonqualified plans ($49,716), dividends on vested restricted awards ($5,096), other ($2,333); total “all other compensation” $68,845 .
- Monthly automobile allowance: $975 .
Employment Terms
| Term | Jacobs (EVP & CFO) |
|---|---|
| Agreement Type | Employment agreement (initial 3-year term; annual renewal to maintain 3-year remaining term unless non-renewed) |
| Current Status | Renewed effective January 1, 2025 |
| Base Salary in Contract (12/31/2024) | $420,250 |
| Severance (No Corporate Transaction) | Lump sum 2x base salary ($840,500) + 2x average bonus of prior 2 years ($191,910) + health benefits 18 months (PV $848) + life insurance contributions (PV $803); total $1,034,061 |
| Severance (Change in Control, Double Trigger) | Lump sum 2x base ($840,500) + highest bonus of prior 2 years ($323,818) + acceleration of unvested equity ($382,275) + health benefits 18 months (PV $848) + life insurance contributions (PV $803); total $1,548,244 (subject to 280G cutback) |
| Equity Acceleration | Unvested time/performance awards accelerate upon disability, death, and certain corporate transactions as defined (values above) |
| Non-Compete/Non-Solicit | One-year non-compete and non-solicit post-termination when receiving severance (two-year non-compete for CEO) |
| Disability/Death Benefits | One-year salary continuation and health benefits (PV amounts shown); death benefit equals one year of base salary plus one-year health benefits |
| Tax Gross-Ups | None; agreements exclude gross-ups and cap severance to avoid excess parachute payments under 280G |
Director Compensation, Governance, and Say-on-Pay Context (Program-Level)
- Peer group benchmarking (regional community banks; asset-size similar): ACNB, FFIC, PFIS, BCBP, KRNY, PFS, CCNE, CLBK, MPB, TMP, CNOB, OCFC, UNTY, FRBA, ORRF, UVSP, FLIC, PGC, SHBI .
- Targeting median (50th percentile) for base and annual cash incentives; balance across fixed/variable and cash/equity .
- Strong shareholder support: Say-on-Pay approval over 95% in 2024 .
- Compensation Committee independence; use of Aon as independent consultant; clawback compliance .
Company Performance Backdrop (for payout context)
| Metric | Q3 2023 | Q2 2024 | Q3 2024 | 9M 2023 | 9M 2024 |
|---|---|---|---|---|---|
| Diluted EPS ($) | 0.19 | 0.14 | 0.16 | 0.67 | 0.45 |
| Net Interest Margin (%) | 2.25 | 2.09 | 2.08 | 2.41 | 2.07 |
| ROA (%) | 0.59 | 0.41 | 0.46 | 0.71 | 0.43 |
| ROE (%) | 4.74 | 3.45 | 3.74 | 5.69 | 3.59 |
Additional operating context:
- Non-performing loans rose to 0.75% of total loans due to specific C&I credits; restructuring underway; allowances adjusted .
- Workforce realignment with estimated $2.0M annual pre-tax savings; severance recorded .
Investment Implications
- Pay-for-performance linkage: 2024 executive cash incentives paid only on deposit and CRA goals; no payout on EPS and loan growth—demonstrates discipline around financial targets and balanced risk metrics .
- Retention and change-in-control economics: CFO severance equates to ~2x salary plus bonus with 18-month benefits and equity acceleration on double-trigger CIC; absence of tax gross-ups limits shareholder risk; 280G cap applies—suggests moderate retention risk and aligned protections .
- Ownership alignment: robust stock ownership guidelines (2x salary for CFO), explicit prohibitions on hedging/pledging, and SEC-compliant clawbacks—reduces misalignment and insider risk signals .
- Near-term trading/vesting dynamics: option tranche expiring May 2025 at $14.76 strike (12,000 shares) and ongoing three-year equity vesting cadence—monitor for potential exercise/settlement-related flow, though hedging/pledging prohibitions mitigate adverse signaling .