Columbia Financial, Inc.
Shareholder Annual Meeting in a DEF 14A on 05/12/2022   Download
SEC Document
SEC Filing
TABLE OF CONTENTS
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No.    )
Filed by the Registrant ☒
Filed by a Party other than the Registrant ☐
Check the appropriate box:

Preliminary Proxy Statement

Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

Definitive Proxy Statement

Definitive Additional Materials

Soliciting Material pursuant to §240.14a-12
COLUMBIA FINANCIAL, INC.
(Name of Registrant as Specified in Its Charter)
   
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):

No fee required.

Fee paid previously with preliminary materials.

Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

TABLE OF CONTENTS
 
[MISSING IMAGE: lg_columbia02-4c.jpg]
19-01 Route 208 North
Fair Lawn, New Jersey 07410
May 12, 2022
Dear Shareholder:
You are cordially invited to attend the Annual Meeting of Shareholders of Columbia Financial, Inc. (the “Company”). This year’s Annual Meeting will be a virtual only meeting of shareholders, via the Internet, which will be held on Wednesday, June 22, 2022 at 10:00 a.m., local time.
The notice of Annual Meeting and proxy statement appearing on the following pages describe the formal business to be transacted at the meeting. Directors and officers of the Company, as well as a representative of KPMG LLP, the Company’s independent registered public accounting firm, will be present at the virtual meeting to respond to appropriate questions of shareholders.
It is important that your shares are represented at this meeting, whether or not you attend the virtual meeting and regardless of the number of shares you own. To make sure your shares are represented, we urge you to vote online or by telephone, or to complete and mail the proxy card sent to you. If you attend the virtual meeting, you may vote online at the virtual meeting even if you have previously voted online or by telephone or if you have mailed a proxy card.
We look forward to seeing you at the meeting.
Sincerely,
[MISSING IMAGE: sg_thomasj-kemly.jpg]
Thomas J. Kemly
President and Chief Executive Officer
 

TABLE OF CONTENTS
 
[MISSING IMAGE: lg_columbia02-4c.jpg]
19-01 Route 208 North
Fair Lawn, New Jersey 07410
NOTICE OF 2022 ANNUAL MEETING OF SHAREHOLDERS
Wednesday, June 22, 2022
10:00 a.m., Eastern Time
Virtual Meeting Access:
The 2022 Annual Meeting of Shareholders of Columbia Financial, Inc. (the “Annual Meeting”) will be conducted solely online via live webcast. You will be able to attend and participate in the Annual Meeting online, vote your shares electronically by entering the control number on your proxy card, and submit your questions during the meeting by visiting: www.virtualshareholdermeeting.com/CLBK2022 at the date and time described in the accompanying proxy statement. There is no physical location for this Annual Meeting.
Items of Business:

Election of Directors. To elect three directors to serve for a term of three years.

Ratification of the Appointment of Independent Auditors. To ratify the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2022.

Advisory Vote on Executive Compensation. To approve, on an advisory (non-binding) basis, the compensation of the Company’s named executive officers.
Other Business:

Other Business. To consider and act upon such other business and matters or proposals as may properly come before the Annual Meeting or any adjournments or postponements thereof.
As of the date of this notice, the Board of Directors knows of no other matters that may be brought before shareholders at the Annual Meeting.
Who May Vote:
You may vote if you were a shareholder of record as of the close of business on May 6, 2022.
YOUR VOTE IS IMPORTANT.
It is important that your shares be represented and voted at the virtual meeting. You can vote your shares online or by telephone, or by completing and returning the proxy card or voting instruction card sent to you. Voting instructions are printed on your proxy card or voting instruction card and are included in the accompanying proxy statement. You can revoke a proxy at any time before its exercise at the meeting by following the instructions in the proxy statement.
 

TABLE OF CONTENTS
 
Whether or not you plan to attend the virtual Annual Meeting, please vote online or by telephone, or by marking, signing, dating, and promptly returning the enclosed proxy card or voting instruction card.
Thank you in advance for your cooperation.
By Order of the Board of Directors,
[MISSING IMAGE: sg_mayralrinaldi-bw.jpg]
Mayra L. Rinaldi
Corporate Secretary
Fair Lawn, New Jersey
May 12, 2022
Important Notice Regarding the Availability of Proxy Materials for the
Annual Meeting of Shareholders to be held on June 22, 2022
This proxy statement and the Company’s Annual Report on Form 10-K for the year ended
December 31, 2021 are available online at http://ir.columbiabankonline.com.
 

TABLE OF CONTENTS
 
TABLE OF CONTENTS
Page No.
1
4
4
4
4
4
4
5
5
5
6
6
7
7
7
7
7
8
8
11
12
13
13
13
13
14
21
22
23
26
40
41
52
54
54
54
55
56
57
57
 

TABLE OF CONTENTS
 
Page No.
58
59
59
59
60
61
61
61
62
A-1
 

TABLE OF CONTENTS
 
PROXY SUMMARY
This summary highlights information contained elsewhere in this Proxy Statement. The Board of Directors of Columbia Financial, Inc. is referred to in this Proxy Statement as the “Board of Directors.” Columbia Financial, Inc. is referred to in this Proxy Statement as “Columbia Financial,” the “Company,” “we” or “our.” Columbia Bank is sometimes referred to in this Proxy Statement as the “Bank.”
This summary does not contain all of the information that you should consider, and you should read the entire Proxy Statement before voting. For more complete information regarding the Company’s 2021 performance, please review the Company’s Annual Report on Form 10-K for the year ended December 31, 2021 (the “Annual Report”).
VOTING AND MEETING INFORMATION
Please carefully review the proxy materials for the 2022 Annual Meeting of Shareholders (the “Annual Meeting”), which will be a “virtual meeting” to be held on June 22, 2022 at 10:00 a.m. Eastern time, and follow the instructions below to cast your vote on all of the voting matters.
Who is Eligible to Vote
You are entitled to vote at the Annual Meeting if you were a shareholder of record at the close of business on May 6, 2022 (the “Record Date”). On the Record Date, there were 112,152,249 shares of common stock outstanding and entitled to vote at the Annual Meeting, including 76,016,524 shares held by Columbia Bank MHC, the Company’s parent mutual holding company.
Advance Voting Methods
Even if you plan to attend the virtual Annual Meeting, please vote right away using one of the following advance voting methods (see page 4 for additional details).
You can vote in advance in one of three ways:

Visit the website listed on your proxy card or notice of internet availability of proxy materials to vote VIA THE INTERNET;

Call the telephone number on your proxy card or notice of internet availability of proxy materials to vote BY TELEPHONE; or

If you received a paper proxy card, complete, sign, date and return the proxy card in the enclosed envelope BY MAIL.
Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting
Unless you previously elected to receive paper copies of our proxy materials, we are sending our shareholders a Notice Regarding the Availability of Proxy Materials for the Annual Meeting (the “Notice”) that will instruct you on how to access the proxy materials and proxy card to vote your shares by telephone or over the internet. If you would like to receive a paper copy of our proxy materials free of charge, please follow the instructions included in the Notice.
It is anticipated that the Notice will be mailed to shareholders on or before May 12, 2022.
This Proxy Statement and our Annual Report are available to shareholders online at http:// ir.columbiabankonline.com.
 
1

TABLE OF CONTENTS
 
Ballot Items
Shareholders are being asked to vote on the following proposals at the Annual Meeting:
Board
Recommendation
PROPOSAL 1 — Election of Directors (page 21)
To elect three directors to serve for a term of three years
FOR
PROPOSAL 2 — Ratification of the Appointment of Independent Auditors (page 54)
To ratify the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2022
FOR
PROPOSAL 3 — Advisory Vote on Executive Compensation (page 56)
To approve, on an advisory basis (non-binding), the compensation of the Company’s named executive officers
FOR
Director Nominees (page 22)
The following table provides summary information about each director nominee:
Name
Age(1)
Independent
Director Since
Committee
Memberships(2)
Thomas J. Kemly 64 No 2006
R
James M. Kuiken 51 Yes 2020
A, R
Paul Van Ostenbridge 69 Yes 2019
A, NOM, R
(1)
As of May 6, 2022.
(2)
A = Audit Committee; COM = Compensation Committee; NOM = Nominating/Corporate Governance Committee; R = Risk Committee
Compensation Matters — Executive Summary (page 26)
The Compensation Discussion and Analysis (“CD&A”) provides information about our executive compensation philosophy and objectives and the process governing our named executive officers’ 2021 total compensation. The Company’s compensation disclosures in this Proxy Statement include the following named executive officers: the Chief Executive Officer (“CEO”), Chief Financial Officer (“CFO”) and the four highest paid other executive officers.
We assess executive officer performance by analyzing specific, achieved Company financial goals and individual performance metrics and goals. The Company’s executive compensation program balances short and long-term Company performance with shareholder value creation. In addition, the compensation program provides incentives needed to attract, reward, motivate and retain key executives who are critical to executing the Company’s strategy for long-term success.
We align executive compensation to the success of the Company and the interests of our shareholders through short term and long-term incentive plans, where payments under such plans are tied to performance metrics as detailed in our CD&A. In 2019, the Company adopted a shareholder approved equity incentive plan. The Company did not make any new cash or equity awards in 2021 to our named executive officers under our long-term incentive plans, except for a one-time award to the Company’s new Executive Vice President, Head of Commercial Banking.
Details of our executive compensation philosophy, objectives, process, and decisions can be found under the CD&A section of this Proxy Statement.
 
2

TABLE OF CONTENTS
 
Corporate Governance (page 7)
The Company is committed to maintaining strong governance practices, and the Board regularly reviews its governance procedures to ensure compliance with laws, rules and regulations. Our website at http://ir.columbiabankonline.com includes important information about our policies and Board committee charters, including the Company’s Code of Ethics and Business Conduct and certain Company U.S. Securities and Exchange Commission (“SEC”) filings and press releases. Examples of our corporate governance practices are set forth in the “Corporate Governance” section of this Proxy Statement.
Board Composition (page 13)
The composition and diversity of our Board of Directors is a key focus of the Company. As of the date of this proxy statement, our board characteristics are as follows(1):
[MISSING IMAGE: tm227933d2-bc_boardcomp4c.jpg]
(1)
As of May 6, 2022. Frank Czerwinski, who is 76 years old and who has served as a Board member of Columbia for more than 25 years, is retiring from the Board effective on the date of the Annual Meeting as a result of the Company’s mandatory retirement age. He is included in the charts above. The size of the Board of Directors of the Company decreases to 9 members effective on the date of Mr. Czerwinski’s retirement.
Environmental, Social and Governance (page 14)
Community involvement, commitment to our employees and corporate responsibility are key aspects of our operations. Our Board of Directors recognizes the importance of environmental, social and governance matters to the Company’s stakeholders, including its shareholders, customers, communities, and employees and, consistent with the Company’s values, has taken various actions in the past few years to ensure we are continuing to serve our stakeholders and communicate to all our values, as is described further in this Proxy Statement.
Information About the Annual Meeting and Voting (page 4)
Please see the “Information About the Meeting” section of the Proxy Statement for important information about the Annual Meeting. The deadlines to submit shareholder proposals for the 2022 Annual Meeting of Shareholders can be found in the “Other Information” section of the Proxy Statement.
 
3

TABLE OF CONTENTS
 
PROXY STATEMENT
This Proxy Statement is furnished in connection with the solicitation of proxies by the Board of Directors to be used at the Annual Meeting and at any postponements or adjustments thereof.
INFORMATION ABOUT THE MEETING
Time and Location
The Annual Meeting will be a “virtual meeting” which will be held on Wednesday, June 22, 2022 at 10:00 a.m., local time. A notice of internet availability of proxy materials regarding this proxy statement is being first mailed to shareholders on or about May 12, 2022.
Who Can Vote at the Annual Meeting
You are entitled to vote your shares of Columbia Financial common stock at the Annual Meeting if the records of the Company show that you held your shares as of the close of business on May 6, 2022 (the “Record Date”). If your shares are held in a stock brokerage account or by a bank or other nominee, you are considered the beneficial owner of shares held in “street name” and these proxy materials are being forwarded to you by your broker, bank or other nominee. As the beneficial owner, you have the right to direct your broker on how to vote your shares. Your broker, bank or other nominee has enclosed a voting instruction form for you to use in directing it on how to vote your shares.
On the Record Date, there were 112,152,249 shares of common stock outstanding and entitled to vote at the Annual Meeting, including 76,016,524 shares held by Columbia Bank MHC, the Company’s parent mutual holding company. Each share of common stock has one vote.
The Company’s certificate of incorporation provides that record holders of the Company’s common stock who beneficially own, either directly or indirectly, in excess of 10% of the Company’s outstanding shares are not entitled to any vote with respect to those shares held in excess of the 10% limit. This provision does not apply to shares held by Columbia Bank MHC, which owned 76,016,524 shares, or 67.8%, of the Company’s outstanding common stock as of May 6, 2022.
Advance Voting Methods
Even if you plan to attend the virtual Annual Meeting, please vote in advance of the meeting using any one of the following advance voting methods.
You can vote in advance in one of three ways:

Visit the website listed on your proxy card or notice of internet availability of proxy materials to vote VIA THE INTERNET;

Call the telephone number on your proxy card or notice of internet availability of proxy materials to vote BY TELEPHONE; or

If you received a paper proxy card, complete, sign, date and return the proxy card in the enclosed envelope BY MAIL.
Attending the Annual Meeting
As permitted by Delaware law, our Annual Meeting will be held solely as a virtual meeting live via the internet, and not at any physical location. You will be able to attend the Annual Meeting via live audio webcast by visiting the Company’s virtual meeting website at http://www.virtualshareholdermeeting.com/CLBK2022 on Wednesday, June 22, 2022, at 10:00 a.m. Eastern Time. Upon visiting the meeting website, you will be prompted to enter your 16-digit Control Number provided to you on your Notice or on your proxy card if you receive materials by mail. Your unique Control Number allows us to identify you as a shareholder and will enable you
 
4

TABLE OF CONTENTS
 
to securely log on, vote and submit questions during the Annual Meeting on the meeting website. Further instructions on how to attend and participate via the internet, including how to demonstrate proof of stock ownership, are available at www.proxyvote.com.
Vote Required
The Annual Meeting will be held only if there is a quorum. A majority of the outstanding shares of Columbia Financial common stock entitled to vote, represented in person or by proxy, constitutes a quorum. If you return valid proxy instructions or attend the meeting via live webcast, your shares will be counted for purposes of determining whether there is a quorum, even if you abstain from voting.
Our management anticipates that Columbia Bank MHC, our majority shareholder, will vote all of its shares in accordance with our Board’s recommendation with respect to all nominees and proposals to be presented at the Annual Meeting. In addition, the Columbia Bank Foundation, in accordance with its governing documents, must vote all the shares of Columbia Financial in the same proportion as shares are voted by all other shareholders.

Proposal 1 — In voting on the election of directors, you may vote in favor of the nominees or withhold votes as to the nominees. There is no cumulative voting for the election of directors. Directors are elected by a plurality of the votes cast at the Annual Meeting. “Plurality” means that the nominees receiving the largest number of votes cast will be elected up to the maximum number of directors to be elected at the Annual Meeting. The maximum number of directors to be elected at the Annual Meeting is three.

Proposal 2 — In voting on the approval to ratify the appointment of KPMG LLP as the Company’s independent registered public accounting firm, you may vote in favor of the proposal, vote against the proposal or abstain from voting. To be approved, the proposal requires the affirmative vote of a majority of the votes cast, online during the virtual meeting or by proxy, at the Annual Meeting.

Proposal 3 — In voting on the advisory vote on executive compensation, you may vote in favor of the proposal, vote against the proposal or abstain from voting. To be approved, the proposal requires the affirmative vote of a majority of the votes cast, online during the virtual meeting or by proxy, at the Annual Meeting.
Abstentions and “broker non-votes” are not considered “votes cast” and will therefore have no effect on the outcome of any proposals voted on at the Annual Meeting. A broker non-vote occurs when a broker, bank or other nominee holding shares for a beneficial owner does not vote on a particular proposal because the broker, bank or other nominee does not have discretionary voting power with respect to that item and has not received voting instructions from the beneficial owner. Broker non-votes will be counted for purposes of determining the existence of a quorum.
Effect of Not Casting Your Vote
If you hold your shares in street name it is critical that you cast your vote if you want it to count in the election of directors (Proposal 1) or with respect to the one advisory proposal regarding executive compensation (Proposal 3). Current regulations restrict the ability of your bank or broker to vote your uninstructed shares in the election of directors and other matters on a discretionary basis. Thus, if you hold your shares in street name and you do not instruct your bank or broker how to vote in the election of directors, no votes will be cast on your behalf. These are referred to as broker non-votes. Your bank or broker will, however, continue to have discretion to vote any uninstructed shares on the ratification of the appointment of the Company’s independent registered public accounting firm (Proposal 2).
Voting by Proxy
This proxy statement is being sent to you by the Board of Directors of the Company to request that you allow your shares of the Company common stock to be represented at the Annual Meeting by the persons named in the enclosed proxy card. All shares of Company common stock represented at the meeting by properly executed and dated proxies will be voted according to the instructions indicated on the proxy card. If you vote
 
5

TABLE OF CONTENTS
 
online or by telephone, or if you sign, date and return a proxy card without giving voting instructions, your shares will be voted as recommended by the Company’s Board of Directors.
The Board of Directors recommends that you vote:

FOR each of the nominees for election as a director;

FOR the ratification of the appointment of KPMG LLP as the Company’s independent registered public accounting firm; and

FOR the approval of the compensation of the Company’s named executive officers as disclosed in this Proxy Statement.
If any matter not described in this proxy statement is properly presented at the Annual Meeting, the persons named in the proxy card will use their judgment to determine how to vote your shares. This includes a motion to adjourn or postpone the meeting in order to solicit additional proxies. If the Annual Meeting is postponed or adjourned, your shares of Columbia Financial common stock may also be voted by the persons named in the proxy card on the new meeting date, unless you have revoked your proxy. The Company does not know of any other matters to be presented at the Annual Meeting.
You may revoke your proxy at any time before the vote is taken at the Annual Meeting. To revoke your proxy, you must advise the Corporate Secretary of the Company in writing before your Company common stock has been voted at the Annual Meeting, deliver a later-dated valid proxy or attend the meeting and vote your shares online. In addition, if you voted by telephone or via the Internet, you may revoke your vote by following the instructions provided for each. Attendance at the virtual Annual Meeting will not in itself constitute revocation of your proxy.
If your Columbia Financial common stock is held in street name, you will receive instructions from your broker, bank or other nominee that you must follow to have your shares voted. Your broker, bank or other nominee may allow you to deliver your voting instructions by telephone or by the Internet. Please see the instruction form provided by your broker, bank or other nominee that accompanies this proxy statement. If you wish to change your voting instructions after you have returned your voting instruction form to your broker, bank or other nominee, you must contact your broker, bank or other nominee.
Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting
Unless you previously elected to receive paper copies of our proxy materials, we are sending our shareholders a Notice Regarding the Availability of Proxy Materials for the Annual Meeting (the “Notice”) that will instruct you on how to access the proxy materials and proxy card to vote your shares by telephone or over the internet. If you would like to receive a paper copy of our proxy materials free of charge, please follow the instructions included in the Notice.
It is anticipated that the Notice will be mailed to shareholders on or before May 12, 2022.
This Proxy Statement and our Annual Report are available to shareholders online at
http:// ir.columbiabankonline.com.
Participants in the Bank’s ESOP and 401(k) Plan
If you participate in the Columbia Bank Employee Stock Ownership Plan (the “ESOP”) or if you hold shares of Company common stock through the Columbia Bank Savings and Investment Plan (the “401(k) Plan”), you will receive a proxy card that reflects all shares you may vote under the plans. Under the terms of the ESOP, the ESOP trustee votes all shares held by the ESOP, but each ESOP participant may direct the trustee how to vote the shares of common stock allocated to his or her account. The ESOP trustee, subject to the exercise of its fiduciary duties, will vote all unallocated shares of Company common stock held by the ESOP and allocated shares for which it does not receive timely voting instructions in the same proportion as shares for which it has received timely voting instructions. Under the terms of the 401(k) Plan, a participant may direct the 401(k) Plan trustee how to vote the shares of Columbia Financial common stock credited to his or her account in the 401(k) Plan. The trustee will vote all shares for which it does not receive timely instructions
 
6

TABLE OF CONTENTS
 
in the same proportion as shares for which it has received timely instructions. The deadline for returning your voting instructions to each plan’s trustee is June 17, 2022.
CORPORATE GOVERNANCE
General
The Company periodically reviews its corporate governance policies and procedures to ensure that the Company meets the highest standards of ethical conduct, reports results with accuracy and transparency and maintains full compliance with the laws, rules and regulations that govern the Company’s operations. As part of this periodic corporate governance review, the Board of Directors reviews and adopts best corporate governance policies and practices for the Company.
Code of Ethics and Business Conduct
The Company has adopted a Code of Ethics and Business Conduct that applies to all of its directors, officers and employees, including its principal executive officer, principal financial officer and principal accounting officer and persons performing similar functions. The Code of Ethics and Business Conduct is available upon written request to Corporate Secretary, Columbia Financial, Inc., 19-01 Route 208 North, Fair Lawn, New Jersey 07410 and on the Company’s website at http://ir.columbiabankonline.com. If the Company amends or grants any waiver from a provision of the Code of Ethics and Business Conduct that applies to its executive officers, it will publicly disclose such amendment or waiver on its website and as required by applicable law, including by filing a Current Report on Form 8-K with the U.S. Securities and Exchange Commission.
Director Independence
Nasdaq Listing Rules require that a majority of our directors and each member of our Audit Committee, Compensation Committee and Nominating/Corporate Governance Committee be independent. A director may be determined to be independent only if the Board has determined that he or she has no relationship with the Company that, in the opinion of the Board, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director.
The Nominating/Corporate Governance Committee advises and makes recommendations to the full Board regarding director independence. After considering the committee’s recommendations, the Board affirmatively determined that all current members of the Board, other than Mr. Kemly, are independent directors and independent for purposes of the committees on which they serve in accordance with applicable Nasdaq and Securities and Exchange Commission (“SEC”) independence rules and requirements. The Board determined that Mr. Kemly is not independent because he is the President and Chief Executive Officer of the Company.
To determine the independence of the directors, the Board considered certain transactions, relationships, or arrangements between those directors, their immediate family members, or their affiliated entities, on the one hand, and the Company, on the other hand. Certain directors, their respective immediate family members, and/or affiliated entities have deposit or credit relationships with Columbia Bank in the ordinary course of business. The Board determined that these transactions, relationships, or arrangements were made in the ordinary course of business, were made on terms comparable to those that could be obtained in arms’ length dealings with an unrelated third party, were not criticized or classified, non-accrual, past due, restructured or a potential problem, complied with applicable banking laws, and did not otherwise impair any director’s independence.
Board Leadership Structure
Our Board of Directors has determined that the separation of the offices of Chairman of the Board and President and Chief Executive Officer enhances Board independence and oversight. Moreover, the separation of the positions of Chairman of the Board and President and Chief Executive Officer enables the President and Chief Executive Officer to focus on his responsibilities of running Columbia Financial and Columbia Bank and expanding and strengthening our franchise while enabling the Chairman of the Board to lead the
 
7

TABLE OF CONTENTS
 
Board of Directors in its fundamental role of providing advice to and independent oversight of management. Consistent with this determination, Noel R. Holland, who is independent under the listing requirements of the Nasdaq Stock Market, Inc., serves as Chairman of the Board and Thomas J. Kemly serves as President and Chief Executive Officer.
Board Oversight of Risk
Our Board of Directors believes that effective risk management and control processes are critical to our safety and soundness, our ability to predict and manage the challenges that we face and, ultimately, our long-term corporate success. Our Board of Directors, both directly and through its committees, is responsible for overseeing our risk management processes, with each of the committees of our Board of Directors assuming a different and important role in overseeing the management of the risks the Company faces. The Risk Committee, which is comprised of the entire Board of Directors, oversees the identification and management of the various risks we face including, among other things, financial, credit, collateral, consumer compliance, operational, Bank Secrecy Act, fraud, cyber-security, vendor, and insurable risks.
The Audit Committee of the Board of Directors is responsible for overseeing risks associated with financial matters (particularly financial reporting, accounting practices and policies, disclosure controls and procedures and internal control over financial reporting). The Compensation Committee of the Board of Directors has primary responsibility for risks and exposures associated with our compensation policies, plans and practices, regarding both executive compensation and the Company’s compensation structure. In particular, our Compensation Committee, in conjunction with our President and Chief Executive Officer and other members of our management, as appropriate, reviews our incentive compensation arrangements to ensure these programs are consistent with applicable laws and regulations, including safety and soundness requirements, and do not encourage imprudent or excessive risk-taking by our employees. The Compensation Committee is also responsible for oversight of our policies and strategies relating to human capital management. The Nominating/Corporate Governance Committee of the Board of Directors oversees risks associated with the independence of our Board of Directors and potential conflicts of interest and also is responsible for review and oversight of our environmental, social and governance policies and activities.
Our senior management is responsible for implementing our risk management processes by assessing and managing the risks we face, including strategic, operational, regulatory, investment and execution risks, on a day-to-day basis, and reporting to our Board of Directors regarding our risk management processes. Our senior management is also responsible for creating and recommending to our Board of Directors for approval appropriate risk appetite metrics reflecting the aggregate levels and types of risk we are willing to accept in connection with the operation of our business and pursuit of our business objectives.
The role of our Board of Directors in our risk oversight is consistent with our leadership structure, with our President and Chief Executive Officer and the other members of senior management having responsibility for assessing and managing our risk exposure, and our Board of Directors and its committees providing oversight in connection with those efforts. We believe this division of risk management responsibilities presents a consistent, systemic, and effective approach for identifying, managing and mitigating risks throughout our operations.
Meetings and Committees of the Board of Directors
The Company conducts business through meetings of its Board of Directors and its committees. The Company’s Board of Directors held eight regular meetings and nine special meetings during the fiscal year ended December 31, 2021. No director attended fewer than 75% of the total meetings of the Company’s Board of Directors and committees on which such director served.
The Board of Directors of the Company maintains an Audit Committee, a Compensation Committee, a Nominating/Corporate Governance Committee, and a Risk Committee. The Board of Directors has adopted a written charter for each committee, other than the Risk Committee, that, among other things, specifies the scope of each committee’s rights and responsibilities. A copy of each committee charter is available in the Investor Relations section of the Company’s website at http://ir.columbiabankonline.com.
 
8

TABLE OF CONTENTS
 
The following table identifies our standing committees and their members as of the Record Date. All members of each committee are independent in accordance with the listing standards of the Nasdaq Stock Market, Inc., except for Thomas J. Kemly.
Director
Audit
Committee
Compensation
Committee
Nominating/
Corporate
Governance
Committee
Risk
Committee
Noel R. Holland
*
Frank Czerwinski
Thomas J. Kemly
James M. Kuiken
Michael Massood, Jr.
*
Elizabeth E. Randall
*
Lucy Sorrentini
Daria S. Torres
Robert Van Dyk
*
Paul Van Ostenbridge
* Denotes Chairperson.
The following is a description of each of the Company’s Board committees:
Audit Committee
Meetings During 2021: 8 
Michael Massood, Jr. (Chair)
Noel R. Holland
James M. Kuiken
Paul Van Ostenbridge
Daria S. Torres
The Audit Committee assists the Board of Directors in discharging its duties related to the integrity of our financial statements, our compliance with legal and regulatory requirements, our independent auditors’ qualifications, independence and performance, the performance of our internal audit function, our accounting and financial reporting process and financial statement audits.
Among other things, the responsibilities of the Audit Committee include: (i) being responsible for the appointment, compensation, retention and oversight of the independent auditors; (ii) reviewing the Company’s annual and quarterly consolidated financial statements with management and the independent auditors; (iii) overseeing internal audit activities; (iv) pre-approving all audit and permissible non-audit services to be performed by the Company’s independent auditors; (v) authorizing, reviewing, and approving the Audit Committee Report to be included in the Company’s annual proxy statement; (vi) reviewing and approving any third party transactions; (vii) establishing procedures for the receipt, retention and treatment of complaints received by the Company regarding accounting, internal accounting controls or auditing matters and for the confidential, anonymous submission by its employees of concerns regarding questionable accounting or auditing matters; and (viii) reviewing the Audit Committee’s performance and the adequacy of the Audit Committee’s charter on an annual basis.
The Company also provides for appropriate funding, as determined by the Audit Committee, for payment of compensation to the Company’s independent auditors, any independent counsel or other advisors engaged by the Audit Committee and for administrative expenses of the Audit Committee that are necessary or appropriate in carrying out its duties.
 
9

TABLE OF CONTENTS
 
Audit Committee (cont’d)
The Board of Directors has designated Michael Massood, Jr. as an audit committee financial expert under the rules of the Securities and Exchange Commission. Mr. Massood is independent under the listing requirements of the Nasdaq Stock Market, Inc. applicable to audit committee members.
The report of the Audit Committee appears in this proxy statement under the heading “Proposal 2 — Ratification of Independent Registered Public Accounting Firm — Audit Committee Report.”
Compensation Committee
Meetings During 2021: 6 
Elizabeth E. Randall (Chair)
Frank Czerwinski
Noel R. Holland
Lucy Sorrentini
Robert Van Dyk
The Compensation Committee establishes, administers, and reviews the Company’s policies, programs and procedures for compensating its executive officers and directors.
The functions and responsibilities of the Compensation Committee include: (i) overseeing the Company’s overall compensation structure, policies and programs, and assessing whether the Company’s compensation structure establishes appropriate incentives for management and employees; (ii) reviewing and approving annually the corporate goals and objectives applicable to the compensation of the President and Chief Executive Officer, evaluating annually the President and Chief Executive Officer’s performance in light of these goals and objectives, and recommending the President and Chief Executive Officer’s compensation level based on this evaluation; (iii) in collaboration with the President and Chief Executive Officer, reviewing and evaluating the performance of the Company’s executive officers and approving such other executive officers’ compensation and benefits; (iv) reviewing, administering and making recommendations to the Board of Directors with respect to the Company’s incentive compensation and equity-based plans; (v) reviewing and making recommendations to the Board of Directors regarding employment or severance arrangements or plans; (vi) reviewing the Company’s incentive compensation arrangements to determine whether they encourage any excessive risk-taking, reviewing at least annually the relationship between risk management policies and practices and compensation and evaluating compensation policies and practices that could mitigate any such risk; (vii) retaining such compensation consultants, legal counsel or other advisors as the Compensation Committee deems necessary or appropriate for it to carry out its duties, with direct responsibility for the appointment, compensation and oversight of work of such consultants, counsels and advisors; (viii) preparing a report on executive compensation for inclusion in the Company’s annual proxy statement; (ix) reviewing and making recommendations to the Board of Directors with respect to the compensation of the Company’s directors; (x) developing a succession plan for our executive officer positions, reviewing it periodically and developing and evaluating potential candidates for succession; (xi) oversight of our policies and strategies relating to human capital management; and (xii) reviewing the Compensation Committee’s performance and the adequacy of its charter on an annual basis.
 
10

TABLE OF CONTENTS
 
Compensation Committee (cont’d)
The report of the Compensation Committee appears in this proxy statement under the heading “Compensation Committee Report.”
Nominating/Corporate Governance
Committee
Meetings During 2021: 5 
Robert Van Dyk (Chair)
Frank Czerwinski
Paul Van Ostenbridge
Elizabeth E. Randall
Lucy Sorrentini
Noel R. Holland
The Nominating/Corporate Governance Committee is responsible for assisting the Board of Directors in discharging its duties related to corporate governance and nominating functions.
Among other things, the functions and responsibilities of the Nominating/Corporate Governance Committee include: (i) developing policies on the size and composition of the Company’s Board of Directors; (ii) developing and recommending to the Board of Directors criteria to be used in identifying and selecting nominees for director; (iii) reviewing possible candidates for election to the Board of Directors; (iv) recommending to the Board of Directors candidates for election or re-election to the Board of Directors; (v) recommending committee structure, composition and assignments; (vi) conducting an annual performance evaluation of the Board of Directors and its committees; (vii) reviewing the Company’s strategies and polices regarding environmental, social and governance matters; and (viii) reviewing the Nominating/Corporate Governance Committee’s performance and the adequacy of its charter on an annual basis.
Risk Committee
Meetings During 2021: 4 
Noel R. Holland (Chair)
Frank Czerwinski
Thomas J. Kemly
James Kuiken
Michael Massood, Jr.
Elizabeth E. Randall
Lucy Sorrentini
Robert Van Dyk
Daria S. Torres
Paul Van Ostenbridge
The Risk Committee oversees the identification and management of the various risks we face including, among other things, financial, credit, collateral, consumer compliance, operational, Bank Secrecy Act, fraud, cyber-security, vendor and insurable risks.
Nominating/Corporate Governance Committee Procedures for Shareholder Director Nominations
The Nominating/Corporate Governance Committee has adopted a set of criteria that it considers when it selects individuals to be nominated for election to the Board of Directors.
Minimum Qualifications.   First, a candidate must meet the eligibility requirements set forth in the Company’s Bylaws, which include an age limitation. A candidate also must meet any qualification requirements set forth in any Board or committee governing documents.
The Nominating/Corporate Governance Committee will consider the following criteria in selecting nominees:   contributions to the range of talent, skill and expertise appropriate for the Board; financial, regulatory and business experience; knowledge of the banking and financial services industries; familiarity with the operations of public companies and ability to read and understand financial statements; familiarity with the Company’s market area and participation in and ties to local businesses and local civic, charitable and religious organizations; personal and professional integrity, honesty and reputation; ability to represent the best interests of the shareholders of the Company and the best interests of the Bank; ability to devote sufficient time and energy to the performance of his or her duties; independence; current equity holdings in the Company; and any other factors the Nominating/Corporate Governance Committee deems relevant, including
 
11

TABLE OF CONTENTS
 
age, diversity, size of the Board of Directors and regulatory disclosure obligations. In its consideration of diversity, the Nominating/Corporate Governance Committee seeks to create a Board that is strong in its collective knowledge and that has a diverse set of skills and experience with respect to management and leadership, vision and strategy, accounting and finance, business operations and judgment, industry knowledge and corporate governance.
In addition, prior to nominating an existing director for re-election to the Board of Directors, the Nominating/Corporate Governance Committee will consider and review an existing director’s Board and committee attendance and performance; length of Board service; experience, skills and contributions that the existing director brings to the Board; and independence.
Director Nomination Process.   The process that the Nominating/Corporate Governance Committee follows when it identifies and evaluates individuals to be nominated for election to the Board of Directors is as follows:
For purposes of identifying nominees for the Board of Directors, the Nominating/Corporate Governance Committee relies on personal contacts of the committee members and other members of the Board of Directors, as well as its knowledge of members of the communities served by the Bank. The Nominating/Corporate Governance Committee also will consider director candidates recommended by shareholders in accordance with the policy and procedures set forth below. The Nominating/Corporate Governance Committee has not previously used an independent search firm to identify nominees.
In evaluating potential nominees, Nominating/Corporate Governance Committee determines whether the candidate is eligible and qualified for service on the Board of Directors by evaluating the candidate under the selection criteria set forth above. In addition, the Nominating/Corporate Governance Committee will conduct a check of the individual’s background and interview the candidate to further assess the qualities of the prospective nominee and the contributions he or she would make to the Board.
Consideration of Recommendation by Shareholders.   To submit a recommendation of a director candidate to the Nominating/Corporate Governance Committee, a shareholder must submit the following information in writing, addressed to the Chairman of the Nominating/Corporate Governance Committee, care of the Corporate Secretary, at the main office of the Company:
1.
The name of the person recommended as a director candidate;
2.
All information relating to such person that is required to be disclosed in solicitations of proxies for election of directors pursuant to Regulation 14A under the Securities Exchange Act of 1934, as amended;
3.
The written consent of the person being recommended as a director candidate to being named in the proxy statement as a nominee and to serving as a director if elected;
4.
As to the shareholder making the recommendation, the name and address, as they appear on the Company’s books, of such shareholder; provided, however, that if the shareholder is not a registered holder of the Company’s common stock, the shareholder should submit his or her name and address along with a current written statement from the record holder of the shares that reflects ownership of the Company’s common stock; and
5.
A statement disclosing whether such shareholder is acting with or on behalf of any other person and, if applicable, the identity of such person.
In order for a director candidate to be considered for nomination by the Board of Directors at the Company’s Annual Meeting of shareholders, the recommendation must be received by the Nominating/Corporate Governance Committee at least 120 calendar days prior to the date the Company’s proxy statement was released to shareholders in connection with the previous year’s annual meeting, advanced by one year.
Board Self-Assessment
The Board has established an annual self-assessment process that evaluates a different aspect of the Board’s effectiveness each year. The self-assessment process, which is managed by the Nominating/Corporate Governance Committee, involves completion of annual surveys, review, and discussion of the results of the
 
12

TABLE OF CONTENTS
 
surveys by both the committee and the full Board and communication of feedback to management to improve policies, processes and procedures to support Board and committee effectiveness. In 2021, the Board completed an evaluation of the Board and the Board committees.
Board Education
The Company believes that continuing director education is essential to the ability of directors to fulfill their roles. We provide both internal and external educational opportunities and association memberships for our directors. We encourage directors to participate in external continuing director education programs, and we reimburse directors for their expenses associated with such activities. Continuing director education also is provided during Board meetings and as stand-alone information sessions outside of meetings. Management, as well as subject matter experts on corporate governance and other matters relevant to Board service, including matters related to the financial services industry, update our Board members on a regular basis.
Attendance at the Annual Meeting
The Board of Directors encourages directors to attend the annual meeting of shareholders. All of the Company’s directors attended the Company’s 2021 annual meeting of shareholders.
Diversity and Inclusion Policy
The Company’s Board of Directors has adopted a Diversity and Inclusion Policy Statement as a reflection of the Company’s belief that diversity and inclusion are both a competitive advantage and a core tenet of the future success of the Company and its affiliates. The Company believes that a diverse Board of Directors and workforce increases its creativity and innovation, promotes higher quality decisions, enhances economic growth, and represents the shareholders and customers it serves. The Company is committed to ensuring that it is diverse across all levels of the organization and that its policies, practices, and actions promote inclusion and continue to strengthen the Company’s ability to attract, develop and retain the best talent, while accelerating business growth, increasing shareholder value, and supporting its local communities. The Company recognizes that diversity and inclusion will only be achieved by its continued compliance with applicable laws, and the commitment and accountability at the most senior levels of the organization. Our Board of Directors, executive management and leadership teams are committed to working together to implement a comprehensive strategy to support, promote, and accelerate diversity and inclusion across the Company with a focus on achieving sustained results, value, and impact.
Board Matrix
The following matrix provides information regarding the members of the Company’s Board of Directors as of April 30, 2022, including certain types of knowledge, skills, experiences, and attributes possessed by one or more of our directors which our Board believes are relevant to our business, and industry. The matrix does not encompass all the knowledge, skills, experiences or attributes of our directors, and the fact that a particular knowledge, skill, experience or attribute is not listed does not mean that a director does not possess it. In addition, the absence of a particular knowledge, skill, experience, or attribute with respect to any of our directors does not mean the director in question is unable to contribute to the decision-making process in that area. The type and degree of knowledge, skill and experience listed below may vary among the members of the Board of Directors.
 
13

TABLE OF CONTENTS
 
Knowledge, Skills and
Experience
Czerwinski
Holland
Kemly
Kuiken
Massood
Randall
Sorrentini
Torres
Van Dyk
Van Ostenbridge
Audit
Banking and Financial Services, Financial Reporting and Accounting
Business Operations
Commercial Real Estate/Market Knowledge
Consumer Business
Corporate Governance/Ethics
Customer Focus and Community Engagement
Environmental Sustainability Practices
Executive Leadership Experience
HR, Human Capital Management, Executive Compensation and Benefits
Legal and Regulatory Compliance
Mergers and Acquisitions
Public Company Experience
Strategic Planning
Technology/IS/Cyber
Risk Management
Demographics Race/Ethnicity
African American
Asian/Pacific Islander
White/Caucasian
Hispanic/Latino
Native American
Gender
Male
Female
Board Tenure
Years
28
27
16
2
19
19
2
1
28
3
Environmental, Social and Governance
General
In 2021, the Board of Directors amended its Nominating/Corporate Governance Committee charter to include the review of Company strategies, activities, and policies regarding sustainability and other environmental, social and governance (“ESG”) related matters and to make recommendations to the Board with respect to such matters. Additionally, the Compensation Committee was designated with the oversight of human capital management, including diversity, equity and inclusion (“DEI”).
To support ESG initiatives, the Company formalized an ESG Committee, which is chaired by the Senior Vice President, Corporate Governance Officer, and supported by various cross-functional members representing Human Resources, Risk Management, Community Development, Facilities and Executive Leadership. The Company engaged a consultant to quantify the actions the Company takes to serve as a responsible corporate citizen and assist with the ESG strategies of the Company and the Bank.
 
14

TABLE OF CONTENTS
 
Social — Human Capital
Personnel.   As of December 31, 2021, we had 645 full-time employees and 69 part-time employees, none of whom is represented by a collective bargaining unit. We believe that our relationship with our employees is very good. Our total employee population is comprised of 61% women and 34% minorities.
Human Capital Management.   We consider our employees to be our most valuable asset and we promote an environment that is both rewarding and challenging. We offer many different programs and initiatives to develop our workforce and to ensure the work culture matches our mission of offering a challenging and rewarding work environment for employees while promoting programs that support wellness and the quality of employees’ lives. We encourage our employees to get involved with their communities and through “Team Columbia” our employees participate in many outreach programs and volunteer events. In addition, we host various employee events such as the Annual Service Awards Dinner, Community Service Dinner, Annual Picnic, Employee Recognition Barbecue and other events to further promote our culture and to provide opportunities for employee engagement. Though many of these events were postponed during the pandemic, in 2021 we were able to bring many of the programs back to be in person. We also continued to hold other virtual events to connect with our employees and to keep communication strong. The average service tenure of our employees is nine years.
During the year ended December 31, 2021, we hired 177 employees, 27 of those coming from our acquisition of Freehold Bank. Our voluntary turnover rate was 10.61% and the involuntary turnover was 10.12% in 2021. While the involuntary turnover decreased from 2020, the voluntary turnover rate was higher than the year ended December 31, 2020. The increase in voluntary turnover rate was impacted by both the pandemic and the Great Resignation. The Human Resources Department presents annual and quarterly onboarding and turnover reports to communicate to management pertinent information about the new hires’ first 100 days of employment and reasons why employees leave to recognize successes and initiate constructive change where necessary.
In order to retain our talented workforce, we provide a competitive compensation and benefits program to help meet the needs of our employees. We monitor salaries on a regular basis, participating in various external salary surveys and analyzing internal reports to ensure market competitiveness and internal equity. We also offer annual incentive programs to further reward our employees based on their performance. In 2021, we increased our minimum wage to $18.15 per hour and processed market increases for all employees below the Senior Vice President level. We also paid recognition bonuses to our retail staff in appreciation for their outstanding customer service during the challenging times of the pandemic.
In addition to competitive salaries, we offer comprehensive benefit programs which include equity awards, an Employee Stock Ownership Plan (“ESOP”) and a deferred compensation plan (401k) with an employer matching contribution, healthcare and life insurance benefits, health savings accounts, flexible spending accounts, paid time off, family leaves of absence, tuition reimbursement, student loan repayments, good grade awards and an employee assistance program. In 2021, over 50 employees received good grade awards due to the accomplishments of their children and we are assisting over 60 employees with their student loans through our repayment program.
As a result of the pandemic, Columbia Bank established a hybrid work environment for our back-office employees which allows flexibility in their work-life balance. We maintained this flexible work environment when we returned to work in May 2021. Employees can work from home two days a week and during the weeks that contain a holiday, they are able to work fully remote the entire week. On this schedule back-office employees have the benefit to work from home more than 50% of the time. To further assist with the balance of work and family, all employees are given paid vacation time, float holidays, personal days, and other leave entitlements.
The Human Resources Department continues to enhance our wellness programs to establish an environment that promotes a holistic approach to well-being that includes healthy lifestyles, financial stability, mental well-being, and decreases the risk of disease and improves the quality of employee life. The programs provide our employees with the tools necessary to create a healthier lifestyle through the promotion of healthy diets, workplace activities, exercise programs and financial and wellness seminars. At the headquarters location, the Bank offers a cafeteria with healthy food choices and also subsidizes the cost of the meals for its employees.
 
15

TABLE OF CONTENTS
 
Active participants in wellness programs enjoy health insurance cost advantages. We have also created wellness and quiet rooms in our corporate headquarters for our employees to attend to personal matters. All of these programs are intended to make us an employer of choice in our community.
We have conducted various employee pulse surveys to ensure employee morale is positive. For 2022 we plan on deploying a Company-wide employee engagement survey in an effort to improve the employee experience at Columbia Bank. The survey’s objective is to get a better understanding of employee engagement and morale at Columbia Bank. We are measuring the components of engagement, wellness, culture, alignment, enablement, work productivity, collaboration, leadership and brand. The survey will help foster a culture of open communication and feedback to enhance our employee experience and assist in making Columbia Bank a Best Place to Work for organization.
Learning and Development.   We invest in the growth and development of our employees by providing a multi-dimensional approach to learning that empowers our colleagues to grow intellectually and professionally. Our employees receive continuing education courses that are relevant to the banking industry and their job function within the Company. We have developed succession programs that assist us in creating a pipeline for leadership. Our core curriculum is offered to all employees and helps to build upon the competencies and skills of which they are assessed during the performance management process. We offer general core curriculums for all employees in addition to curriculum specific to management, compliance, retail banking, commercial and residential lending.
We offer robust training programs on the topics of customer service, sales, change management, digital banking and products and services. We have undergone a digital transformation and this initiative resulted in an extensive digital system training curriculum. To further develop the skills of our employees, we offer special programs to certify them in the customer call center, home equity loans, digital banking, and the Bank Secrecy Act.
To support our communication and training initiatives, we implemented a Learning Management System (“LMS”), a new virtual classroom and an eLearning authoring tool that allowed all job functional and soft skills training to continue to be offered at a distance for all colleagues. We also brought back in person training during 2021. The LMS system monitors employee participation to ensure that employees are completing assigned classes on a timely basis and meeting the requirements of all core curriculums including our Compliance Core. We also provided training on the collaboration tools that were rolled out by our Information Technology Department.
Our Human Resources and Learning and Development departments have action plans designed specifically to facilitate the screening, acquisition, development, and performance management of a talent pool that aligns with the initiatives of the Company, including promoting quality customer service and enhancing the client experience throughout Columbia Bank. We have funded significant technological investments, including the upgrade of our core banking platform, loan origination systems, document imaging systems, and business intelligence reporting. While these new systems provide enhanced features for customers and automation of routine tasks for staff, they require specialized technical skills to operate and administer. Based on our strategic objectives, acquiring and developing a talent pool of well-educated and technically skilled professionals is essential to support our growth plans over the next decade.
We run an annual Summer Internship Program and an Associate Development Program. Our two-year Associate Development Program recruits recent college graduates and rotates them through various divisions of the Bank. The program develops and prepares the associates to become future banking professionals of the Bank. We source candidates through New Jersey state school partnerships, on-line forums and soliciting local students from historically black colleges and universities to introduce more diversity to banking. During the 10-week program, students work in an assigned line of business while running a simultaneous curriculum to develop their business skills. Interns benefited from training, coaching, and mentoring, and interacting with senior leaders and other young professionals.
To comply with all employment laws, we maintain equal employment opportunity, anti-discrimination, and anti-harassment policies at Columbia Bank. These policies forbid discrimination based on protected classifications and require that all employees treat each other with respect. We communicate this to our employees through the Employee Handbook, Affirmative Action Plan, training classes and various bulletin board postings throughout Columbia Bank.
 
16

TABLE OF CONTENTS
 
We look to develop a diverse employee base to better reflect our customer base and local community. We are working towards impactful recruitment via social media, sharing employee experiences and insights, corporate brand ambassadors, community ambassadors and social and civic organizations. In addition, we enhanced our employee referral program to further assist in our hiring efforts. We formed a partnership with Professional Diversity Network to aggregate our job postings to over 50 diversity career sites.
Diversity, Equity, and Inclusion.   Our DEI strategy focuses on increasing representation, education, teamwork and collaboration. We have also established a DEI Committee and an Ambassador group made up of employees across Columbia Bank to serve as champions for all diversity events and initiatives offered across Columbia Bank. The members provide a sounding board for any new ideas we seek to launch under our DEI mission to ensure we are representing our values and fostering an inclusive culture. We practice equity recruiting practices to find top diverse talent and onboard them into the Company. In addition, we include DEI perspectives in our social media, marketing, and branding strategy. We believe that as our footprint grows our brand will expand to reflect the diverse range of clients and communities we support. In 2021, the Company implemented an ESG program and named a Diversity Officer to assist in this initiative. We also established eight Employee Resource Groups to further promote an inclusive work environment.
At the Company, we believe that diversity is a core tenet of our future success. A diverse Board of Directors and workforce increase our creativity and innovation, promote higher quality decisions, enhance economic growth, and represent the shareholders and customers we serve. The following charts show the diversity of our Board of Directors and officers as of April 30, 2022:
Board Diversity Matrix (as of April 30, 2022)
Total Number of Directors
10
Part I: Gender Identity
Female
Male
% of Female
Directors
3
7
30%
Part II: Demographic Background
Minority
Non Minority
% of Minorities
African American or Black
1
Hispanic or Latinx
1
White
8
2
8
20%
Senior Policy Executives Matrix (as of April 30, 2022)
Total Number of Senior Policy Executives
10
Part I: Gender Identity
Female
Male
% of Female
Senior Policy Executives
3
7
30%
Part II: Demographic Background
Minority
Non Minority
% of Minorities
African American or Black
1
Hispanic or Latinx
1
White
8
Asian
2
8
20%
 
17

TABLE OF CONTENTS
 
Senior Vice Presidents and Above Matrix (as of April 30, 2022)
Total Number of Senior Vice Presidents and Above
32
Part I: Gender Identity
Female
Male
% of Female
Senior Vice Presidents and Above
11
21
34%
Part II: Demographic Background
Minority
Non Minority
% of Minorities
African American or Black
2
Hispanic or Latinx
2
White
26
Asian
2
6
26
19%
Our Company and our Board of Directors are deeply committed to cultivating an inclusive culture where all backgrounds, experiences and perspectives are welcome; where individuals are comfortable being who they are and are encouraged to celebrate their diversity; and where all have opportunities to realize their full personal and professional potential.
Our mission is to ensure that we are diverse across all levels of the organization and that our policies, practices, and actions promote inclusion and continue to strengthen our ability to attract, develop and retain the best talent, while accelerating business growth, increasing shareholder value and supporting our local communities.
Our Board of Directors, executive management, and leadership teams are committed to working together to implement a comprehensive strategy to support, promote, and accelerate diversity and inclusion across the organization with a focus on achieving sustained results, value and impact.
Succession Planning.   Succession planning is a critical driver of our transformation. Succession planning efforts are helping our organization become what it needs to be, rather than simply recreating the existing organization. We have programs in place to support these initiatives: Associate Development Program, Career Development Program, Leadership Development Program, Stonier/Wharton School Program. We have active support of top leadership and have linked succession to strategic planning. We implemented a new online interactive performance management system and process that includes a nine-box grid (production and performance exercises) to identify talent from multiple organizational levels, early in careers, or with critical skills and leadership potential. There is emphasis on developmental assignments in addition to formal training. Along the way, we are addressing specific human capital challenges, such as diversity, leadership capacity, and retention.
Workplace Safety.   We have policies and programs in place that protect our employees and invest in their well-being and communicate our program to employees both through internal communication and bulletin board postings.
As the threat of the COVID-19 pandemic became clear, we took significant steps to protect the health and safety of our employees. We continue to provide our employees various outlets to gain emotional assistance during this time through our Employee Assistance Program and webinars provided by our healthcare provider. We were able to provide a safe workplace throughout the pandemic both in the branches and back-office departments and implemented technologies for a remote work environment and to accommodate remote workers. We established service level agreements for the work from home environment communicating expectations to employees and receiving employee agreement to the execution of these expectations. These agreements will be monitored on a regular basis. The pandemic required us to modify our facilities to provide additional precautions to ensure the safety of our staff and customers. These regiments will continue in 2022.
Social — Commitment to our Communities
As a Company committed to improving the communities it serves, “Team Columbia,” the Company’s volunteering initiative, has a long legacy of giving back to its communities. The Company strives for 100% participation in Team Columbia events from both employees and its Board of Directors throughout the year.
 
18

TABLE OF CONTENTS
 
In 2021, Team Columbia assisted 113 organizations with 146 events and more than 3,500 volunteer hours. In addition, the Company conducted 34 financial literacy presentations to improve financial knowledge within its communities. All officers of the Bank are encouraged and expected to participate in a leadership role at local charities or community groups.
During 2021, Columbia Bank assisted more than 1,600 small businesses and organizations and their employees by originating over $239 million of Paycheck Protection Program Loans under the second funding round of the program. Columbia Bank was mindful to ensure that organizations in low-to-moderate income areas and minority and women owned organizations were provided priority access to these funds. In total, 11% of 2021 PPP loans were to businesses in low-to-moderate census tracts and 29% of PPP loans originated went to minority or woman owned businesses.
In connection with Columbia Financial Inc.’s minority stock offering in 2018, the Columbia Bank Foundation was funded to support the community in the following major areas: affordable housing, community investment and economic development, financial literacy and education, health and human services, food insecurity, environmental sustainability and the arts. During 2021, Columbia Bank and the Columbia Bank Foundation provided over $3.0 million in donations, sponsorships, and grants to over 700 organizations within our service area.
In order to better serve the underbanked population, Columbia Bank implemented Forward Checking which is a safe and affordable checking product certified by BankOn. Columbia participates in the State of New Jersey Neighborhood Revitalization Tax Credit Program to support affordable housing in its market area. During 2021, Columbia Bank originated 396 mortgage loans to low-to-moderate income borrowers and 190 mortgage loans in low-to-moderate census tracts. Columbia Bank offers discounted interest rates targeted to increase mortgage access to low-to-moderate income areas and borrowers.
Columbia Bank’s Bank Secrecy Act Department has invested in technology that allows the Bank to identify money laundering, human trafficking, crime and elder abuse and report these activities to authorities.
Environmental
The Company evaluates ways to reduce its carbon footprint and improve sustainability. The Company is not a direct lender to the fossil fuel industry and is mindful of recycling, energy efficiency and its use of resources. Our digital banking initiatives have significantly reduced the use of paper through the creation of paperless mortgage applications and processes, the utilization of electronic portals rather that paper documents, and incentivizing E-statements.
The Company conserves energy using building energy management systems and motion sensor lighting controls. Our hybrid work environment decreases employee required commuting by upwards of 50%, which has an associated decrease in gas consumption and carbon emissions.
As part of the Bank’s credit underwriting process, there is a comprehensive environmental due diligence program that applies to all real estate held as collateral. While this has been an important tool to manage risk for the Bank, it has also resulted in numerous site cleanups, including sites where groundwater and/or soil remediation was impacted.
Governance
The Board of Directors is committed to maintaining high corporate governance standards. All directors, other than the CEO, are independent based on NASDAQ and SEC requirements. Our Chairperson is independent from management. The Board is required to attend training sessions and conduct annual self-evaluations to assess its effectiveness. The Company has a mandatory retirement age for directors to promote new ideas and expertise. The Board has established meaningful stock ownership requirements for the Board of Directors and management team and maintains policies prohibiting pledging or hedging shares owned.
Legal and regulatory compliance is of the upmost importance to our business. An approved Compliance Core Curriculum is assigned annually and is customized based on specific job functions, ensuring applicable and relevant information is reviewed by Bank personnel. Policies, including the Code of Ethics and Business Conduct as well as the Whistleblower Policy, are in place to ensure that employees and the Board of Directors
 
19

TABLE OF CONTENTS
 
are held to high moral and ethical standards. Employees are instructed to report any violation directly to the Chairman of the Audit Committee or to the Company’s Ethics Committee.
The Board of Directors believes that advancing ESG and DEI initiatives, coupled with maintaining proper, transparent governance, will drive long-term benefits for our shareholders, customers, employees and communities.
 
20

TABLE OF CONTENTS
 
PROPOSAL 1 – ELECTION OF DIRECTORS
The Company’s Board of Directors consists of ten (10) members, all of whom are independent under the current listing standards of the Nasdaq Stock Market, Inc. except for Thomas J. Kemly, who is the President and Chief Executive Officer of the Company and the Bank. In determining the independence of its directors, the Board considered transactions, relationships or arrangements between the Company, the Bank and its directors that are not required to be disclosed in this proxy statement under the heading “Transactions with Related Persons.” The Board is divided into three classes with approximately three-year staggered terms, with approximately one-third of the directors elected each year.
As a result of the director age limitation set forth in the Company’s bylaws, the term for Frank Czerwinski, a current director of the Company, will expire at the Annual Meeting and Mr. Czerwinski will retire from the Board of Directors effective as of the Annual Meeting and the number of directors of the Board will be reduced to nine (9) members as of that date. Mr. Czerwinski will continue to serve the Company and the Bank as an advisory director of Columbia Bank effective as of the date of the Annual Meeting. At the Annual Meeting, shareholders will be asked to elect three directors to serve for a term of three years to expire at the 2025 Annual Meeting of the Company’s shareholders.
The Board of Directors recommends a vote FOR the election of each of the director nominees.
Information regarding the Board of Directors’ nominees for election at the Annual Meeting is provided below. Unless otherwise stated, each director has held his or her current occupation for the last five years. The age indicated for each individual is as of May 6, 2022. There are no family relationships among the directors, nominees, or executive officers. The indicated period of service as a director includes service as a director of the Bank.
 
21

TABLE OF CONTENTS
 
Nominees for Election as Directors
Three Year Terms
THOMAS J. KEMLY
[MISSING IMAGE: ph_tomkemly-4c.jpg]

Age: 64
Director Since: 2006
Biographical Information:
Mr. Kemly was appointed President and CEO of Columbia Bank in 2012. He has since led Columbia Bank on a steady growth trajectory by spearheading organic growth, Columbia Financial, Inc.’s IPO and strategic acquisitions. With over 40 years of experience, Mr. Kemly has been an active and influential figure in banking. Most recently, Mr. Kemly was elected to the Federal Home Loan Bank of New York’s Board of Directors and was named to the Power 100 List by NJBIZ, a statewide business publication. Throughout his career he has worked to advance housing opportunities for families of all incomes, accelerate local community development and increase charitable giving efforts. Mr. Kemly expanded the Bank’s “Team Columbia” initiatives, where the Bank encourages employees to volunteer at local organizations and participate in meaningful community events. In conjunction with the Company’s IPO in 2018, he grew the Columbia Bank Foundation to one of the largest private giving foundations in the State of New Jersey. Mr. Kemly was the former chairman of the New Jersey Bankers Association and currently serves as a board member of that organization. He also serves as a board member of CIANJ, was the former president of FMS, and currently serves as the Chairman of the Columbia Bank Foundation.
Mr. Kemly began his Columbia Bank career in 1981 and has held a number of positions, including Chief Financial Officer and Chief Operating Officer, before becoming President and Chief Executive of the Bank.
Qualifications:
Mr. Kemly’s extensive experience in the local banking industry and involvement in business and civic organizations in the communities Columbia Bank serves affords the Board of Directors valuable insight regarding the business and operation of Columbia Bank. Mr. Kemly’s knowledge of Columbia Financial’s and Columbia Bank’s business and history, combined with his success and strategic vision, position him well to continue to serve as our President and Chief Executive Officer.
 
22

TABLE OF CONTENTS
 
Three Year Terms
JAMES M. KUIKEN
[MISSING IMAGE: ph_jimkuiken-4c.jpg]

Age: 51
Director Since: 2020
Biographical Information:
Mr. Kuiken has served as the Director of Operations of Roche Molecular Systems, Inc., a company that develops, manufactures and supplies diagnostic and blood screening test products, since April 2014. Prior to that time, Mr. Kuiken served in various other capacities at Roche Molecular Systems, Inc.
Qualifications:
Mr. Kuiken’s extensive experience with respect to operational matters at a large multinational corporation will provide the Board of Directors with valuable insight into the operational and business needs of the Company and Columbia Bank.
PAUL VAN OSTENBRIDGE
[MISSING IMAGE: ph_paulvanostenbridge-4c.jpg]

Age: 69
Director Since: 2019
Biographical Information:
Mr. Van Ostenbridge served as President and Chief Executive Officer of Stewardship Financial Corporation and Atlantic Stewardship Bank from 1985 until their acquisition by the Company on November 1, 2019.
Qualifications:
Mr. Van Ostenbridge’s extensive experience in the local banking industry and involvement in business, civic and charitable organizations in the communities Columbia Bank serves affords the Board of Directors with valuable insight regarding the business and operations of Columbia Bank.
Directors Continuing in Office
Term Expiring in 2023
MICHAEL MASSOOD, JR.
[MISSING IMAGE: ph_mikemassood-4c.jpg]

Age: 68
Director Since: 2003
Biographical Information:
President of Massood & Company, P.A., CPAs, a certified public accounting firm.
Qualifications:
As a certified public accountant, Mr. Massood provides the Board of Directors with critical experience regarding accounting and financial matters. Mr. Massood’s extensive experience in the local banking industry and involvement in business and civic organizations in the communities Columbia Bank serves affords the Board of Directors valuable insight regarding the business and operation of Columbia Bank.
 
23

TABLE OF CONTENTS
 
Term Expiring in 2023
ELIZABETH E. RANDALL
[MISSING IMAGE: ph_elizabethrandall-4c.jpg]

Age: 68
Director Since: 2003
Biographical Information:
Commissioner of the Bergen County Improvement Authority and also currently serves as a member of the audit committee of the New Jersey Municipal Excess Liability Insurance Fund. From 2004 to 2006, Ms. Randall served on the Bergen County Board of Chosen Freeholders. Prior to that, Ms. Randall served as the New Jersey Commissioner of Banking and Insurance. Ms. Randall also served as a member of the Board of Directors of the YWCA of Northern New Jersey.
Qualifications:
Ms. Randall’s service as an elected and appointed government official, as well as her prior bank regulatory experience, provides the Board of Directors with invaluable insight into the needs of the local communities that Columbia Bank serves.
DARIA S. TORRES
[MISSING IMAGE: ph_dariatorres-4c.jpg]
Age: 47
Director Since: 2021
Biographical Information:
Ms. Torres is the founder and Managing Partner of Walls Torres Group, LLC, a strategic management consulting firm that works with leading corporations, non-profits and charitable organizations to grow and achieve their business objectives. Ms. Torres has more than 20 years of experience as a strategy consultant and advisor to CEOs, boards and executive teams.
Qualifications:
Ms. Torres’ vast knowledge and experience as an executive-level strategist and advisor is a valuable asset to our leadership and complements the Board’s existing mix of skills and experience.
Term Expiring in 2024
NOEL R. HOLLAND
[MISSING IMAGE: ph_noelholland-4c.jpg]

Age: 71
Director Since: 1995
Biographical Information:
Partner in the law firm of Andersen & Holland, located in Midland Park, New Jersey, from January 1976 until his retirement in March 2017.
Qualifications:
Mr. Holland’s expertise as a partner in a law firm, and his real estate transactional experience and involvement in business and civic organizations in the communities Columbia Bank serves, provide the Board of Directors with valuable insight. Mr. Holland’s years of providing legal counsel and operating a law office position him well to continue to serve as a director of a public company.
 
24

TABLE OF CONTENTS
 
Term Expiring in 2024
ROBERT VAN DYK
[MISSING IMAGE: ph_bobvandyk-4c.jpg]

Age: 69
Director Since: 1994
Biographical Information:
President and Chief Executive Officer of Van Dyk Health Care, a health care services company, since July 1994 and the President and Chief Executive Officer of two other hospitals since 1980. He serves on many charitable and civic organizations, including colleges, universities, hospitals, religious organizations and foundations within the communities that Columbia Bank serves. In addition, Mr. Van Dyk has been actively involved in various organizations for the past 20 years, and he served as chairman of two separate national health care organizations.
Qualifications:
Mr. Van Dyk’s strong business background, as well as his experience and expertise with respect to regulated industries, provides the Board of Directors with invaluable insight into the needs of the local communities that Columbia Bank serves.
LUCY SORRENTINI
[MISSING IMAGE: ph_lucysorrentini-4c.jpg]

Age: 58
Director Since: 2020
Biographical Information:
Lucy Sorrentini is a Strategy Consultant and Certified Executive Coach who has been advising organizations on how to re-imagine their workplace for more than two decades. She is the Founder and CEO of Impact Consulting, LLC a woman and minority-owned human capital and organizational development consulting firm headquartered in New York City and focused largely on leadership and executive development and diversity, equity, and inclusion consulting, coaching, and training.
Prior to starting her own firm, Ms. Sorrentini was a Member of the Global Human Resources Executive Team and Chief Diversity and Inclusion Officer at Booz Allen Hamilton where she focused largely on human resource strategies and programs to attract, develop, reward, engage and retain top talent.
Ms. Sorrentini also serves as the Chair and Strategic Advisor of the New York Women’s Foundation’s Latina Philanthropy Circle, Girls Incorporated and the Acceleration Project, all non-profits dedicated to amplifying the voices of those who often go unheard and providing equal access to opportunities and advancement.
Qualifications:
Ms. Sorrentini’s extensive experience with respect to human capital strategy, and human resources and diversity matters, provides the Board of Directors with valuable insight into the operational and business needs of the Company and the Bank.
 
25

TABLE OF CONTENTS
 
COMPENSATION DISCUSSION AND ANALYSIS
The following compensation discussion and analysis (“CD&A”) provides a detailed description of the Company’s executive compensation philosophy, plans and programs, and the factors used by the Compensation Committee for determining 2021 compensation for the Named Executive Officers, identified pursuant to the rules of the Securities and Exchange Commission. This discussion should be read in conjunction with the compensation tables and accompanying narrative starting on page 41. For 2021, the following executive officers comprised our Named Executive Officers (collectively, our “NEOs”):
Named Executive Officer
Title
Thomas J. Kemly President and Chief Executive Officer
Dennis Gibney Executive Vice President and Chief Financial Officer
E. Thomas Allen, Jr. Senior Executive Vice President and Chief Operating Officer
John Klimowich Executive Vice President and Chief Risk Officer
Allyson Schlesinger Executive Vice President, Head of Consumer Banking
Oliver E. Lewis, Jr. Executive Vice President, Head of Commercial Banking
Executive Summary
2021 Business Highlights and Results
Despite the continuing challenges of the COVID-19 pandemic, the Company achieved another successful year in 2021. Below are some of the highlights of our financial and operational performance for the year ended December 31, 2021 in support of our strategic plan:

We completed the acquisition of Freehold Bank, a New Jersey savings bank in the private mutual holding company form of organization, with assets of approximately $295 million.

We entered into a merger agreement with RSI Bank, a New Jersey savings bank in the private mutual holding company form of organization, with assets of approximately $626 million.

Our annual net income increased to $92.0 million, or $0.88 per basic and diluted share, relative to annual net income for 2020 of $57.6 million, or $0.52 per basic and diluted share.

Return on average assets and return on average equity for 2021 were 1.01% and 8.98%, respectively, relative to 0.66% and 5.67%, respectively for 2020.

We achieved asset growth of 4.8% and deposit growth of 11.7%.

Net interest income grew by 5.2% and noninterest income grew by 24.2%.

Non-performing assets declined by 51.7% and our non-performing assets were 0.04% of total assets at December 31, 2021.

Loans modified for borrowers impacted by COVID during 2020 were reduced to four loans totaling $24.3 million, or 0.4% of the portfolio, by year end.

During 2021, Columbia Bank assisted over 1,600 organizations retaining their employees by originating over $239 million of Paycheck Protection Program Loans under the second tranche of this program.

We continued to advance several digital banking enhancements to support our customers and we enhanced the security and efficiency of our technology infrastructure.

We repurchased 6.1 million shares of our common stock during 2021.

We continued to enhance the diversity of our executive management team and Board of Directors.
 
26

TABLE OF CONTENTS
 
The following charts highlight our financial performance over the five-year period beginning January 1, 2017 and ending December 31, 2021:
[MISSING IMAGE: tm227933d2-bc_finperf4clr.jpg]
 
27

TABLE OF CONTENTS
 
“Say on Pay Vote” and Shareholder Alignment
On May 20, 2021, shareholders voted on a non-binding resolution to approve the compensation for the Named Executive Officers, commonly referred to as a “Say on Pay” vote. The resolution was approved with an affirmative vote of 98.9% of votes cast, which reflects a strong vote of confidence in our executive compensation program and practices.
Shareholder Ratification of 2019 Equity Awards
At a special meeting of shareholders of the Company, which was held on April 4, 2022, we sought ratification of certain equity awards granted in 2019 under the Columbia Financial, Inc. 2019 Equity Incentive Plan to our then serving non-employee directors and our President and Chief Executive Officer (“2019 Equity Awards”). We sought this ratification in connection with the previously disclosed settlement of a lawsuit filed in April 2020 by a shareholder of the Company, derivatively on behalf of the Company and as a class action on behalf of himself and all other shareholders, challenging the equity grants. At the April 4, 2022 special meeting of shareholders, the 2019 Equity Awards to our non-employee directors, our retired non-employee directors who currently serve as advisory directors and our President and Chief Executive Officer were approved by the affirmative vote of 95.05%, 95.13% and 95.30% of votes cast by Eligible Shareholders, respectively (for purposes of the special meeting, “Eligible Shareholders” included all shareholders of the Company as of the record date for the special meeting, other than (i) Columbia Bank MHC, (ii) the non-employee directors and retired directors of the Company named in the complaint relating to the lawsuit, (iii) the President and Chief Executive Officer of the Company and (iv) certain families and entities controlled by such individuals). We appreciate the support of our shareholders on this matter and, as with the say-on-pay vote, we believe it reflects a strong vote of confidence in our compensation practices.
Executive Compensation and Shareholder Engagement
The Compensation Committee utilizes the following best practices to ensure that executive compensation is aligned with shareholder interests:

A significant portion of equity compensation is performance-based.

Short term incentive payments are performance-based.

Performance-based equity awards also contain extended, service-based vesting requirements.

Executive stock ownership guidelines require executives to own and maintain a meaningful ownership position.

Incentive compensation is subject to recoupment under the Company’s “clawback” policy.

Employment agreement change in control provisions require a “double trigger” to be paid.

Employment agreements do not contain tax gross-ups.
The Compensation Committee believes that each of these elements provides a meaningful reward opportunity to the NEOs, focuses our leadership team on our short-term financial results and long-term strategic objectives and links realized pay directly to performance.
 
28

TABLE OF CONTENTS
 
Executive Compensation Philosophy
OBJECTIVE
COMPENSATION DESIGN CRITERIA
Accountability for Business Performance

Tie compensation in large part to the Company’s financial and operating performance, so that executives are held accountable for the performance of the business for which they are responsible and for achieving the goals stated in the Company’s annual Business Plan.
Accountability for Long-Term Equity Performance

Include meaningful incentives to create long-term shareholder value while not promoting excessive risk taking.
Competition

Reflect the competitive marketplace so we can attract, retain, and motivate talented executives throughout the volatility of business cycles.
2021 Executive Compensation Components
The four primary elements of our total direct compensation program for our NEOs and a summary of the actions taken by the Compensation Committee regarding those elements during fiscal year 2021 are set forth below.
Compensation Components
Link to Business
and Talent Strategies
2021 Action
Base Salary
(page 34)

Competitive base salaries help attract and retain executive talent.

Amounts reflect each executive’s experience, performance and contribution to the Company.

Base salaries are subject to annual review in December of each year based on the Compensation Committee’s assessment of the executive’s individual performance during the year, a review of peer group practices for similar positions and consideration of base salary in relation to incentive compensation opportunities.
Short-Term Incentives
(page 35)

Focus executives on achieving annual financial results that are key indicators of annual financial and operational performance.

Each NEO has an individual scorecard that sets forth his or her annual performance goals.

2021 goals were based on financial measures important to our business strategy.

Design of the PAIP (as defined herein) remained consistent with the prior year, while individual scorecards changed as is consistent with past practice.

In February 2022 the Compensation Committee reviewed and approved all NEO incentive payouts for 2021 based on achievement of the performance goals.
Long-Term Equity Incentive Compensation
(page 36)

Rewards financial results over a period of years that correlate to long-term shareholder value.

Encourages retention of our executive team through the use of multi-year vesting.

Aligns the compensation interests of our executives with the financial interests of our shareholders.

Encourages growth in our stock price.

Previously granted equity awards for all NEOs consisted of a combination of performance-based restricted stock, time-based restricted stock, and time-based stock options.

No equity awards were made to NEOs during 2021, except for a one-time award to the Company’s new Executive Vice President, Head of Commercial Banking.
 
29

TABLE OF CONTENTS
 
Important Corporate Governance Policies
Our 2021 executive compensation program was based on the compensation philosophy adopted by our Compensation Committee and reflected the advice of the Compensation Committee’s independent compensation consultants (see page 31 below). The Compensation Committee is guided by the following key principles in determining the compensation structure for our executives:
WHAT WE DO
WHAT WE DO NOT DO

Use an independent compensation consultant that is retained by and reports to the Compensation Committee

Have significant stock ownership guidelines for our executives and directors

Use competitive benchmarking for NEO compensation and non-employee director compensation

Use meaningful incentives in our executives’ compensation that create long-term shareholder value while not incentivizing excessive risk-taking

Grant equity that vests over multiple years

Have short- and long-term incentive plans based on performance

Limit perquisites to NEOs

Tie incentive compensation to a clawback policy
X
No tax gross ups
X
No pledging of our stock
X
No hedging
X
No unapproved trading plans
X
No dividends on unvested/unearned equity
X
No excessive risk creation
X
No repricing of stock options
X
No “single trigger” change in control severance under employment agreements
Factors for Determining Compensation
Role of Compensation Committee
The Compensation Committee is made up of independent directors as required under the Nasdaq listing rules. Details on the Compensation Committee’s functions are described in the Committee’s charter, which has been approved by the Board and is available on our Investor Relations website.
The Compensation Committee has the authority to obtain advice and assistance from internal or external legal, human resources, accounting or other experts, advisors, or consultants as it deems desirable or appropriate. The Compensation Committee has sole authority to retain and terminate any compensation consultant and to approve the fee arrangements and the terms of engagement. For 2021, the Compensation Committee engaged an independent consulting firm, which specializes in executive compensation (see page 31 below).
During 2021, the Compensation Committee reviewed and approved all aspects of compensation plans and policies applicable to the NEOs, including participation and performance measures. In carrying out its duties, the Compensation Committee considered the relationship of corporate performance to total compensation; set salary and incentive compensation levels; and reviewed the adequacy and effectiveness of various compensation and benefit plans. The Chair of the Compensation Committee reported committee actions to the Board following each committee meeting.
The Compensation Committee worked closely with Mr. Kemly to review and discuss his recommendations for the NEOs and other executive officers. The Compensation Committee also considered the market and peer group analysis provided by the compensation consultant to assess market practices, the mix of fixed and variable compensation, and the levels of compensation for each named executive. The Compensation
 
30

TABLE OF CONTENTS
 
Committee reviewed and approved individually determined salary increases for the other NEOs as recommended by Mr. Kemly for the 2021 calendar year.
The Compensation Committee reviewed and accepted the self-evaluation (including relevant quantitative and qualitative accomplishments) of Mr. Kemly for the 2020 calendar year and provided feedback to Mr. Kemly. The Compensation Committee used this evaluation in making compensation decisions concerning Mr. Kemly and approved a base salary increase for Mr. Kemly as recommended by the Chair of the Compensation Committee for the 2021 calendar year. Mr. Kemly does not make recommendations with respect to his own compensation or participate in the deliberations regarding the setting of his own compensation. Decisions related to Mr. Kemly’s 2021 compensation opportunities were made independently by the committee in consultation with its independent compensation consultant.
Role of CEO and Management
Members of our senior management team attend regular meetings in which executive compensation, Company performance, individual performance and competitive compensation levels and practices are discussed and evaluated. Only the Compensation Committee members can vote on decisions regarding NEO compensation. The CEO does not participate in the deliberations of the Compensation Committee with respect to his own compensation.
The Compensation Committee believes that even the best advice of a compensation consultant or other outside advisors must be combined with the input from senior management and the Compensation Committee’s own individual experiences and judgment to arrive at the proper alignment of compensation philosophy, programs, and practices. Members of senior management worked with the Compensation Committee to provide perspectives on reward strategies and how to align those strategies with the Company’s business and management retention goals. They provided feedback and insights into the effectiveness of the Company’s compensation programs and practices. The Compensation Committee looked to the CEO, other members of executive management, and outside legal counsel for advice in the design and implementation of compensation plans, programs, and practices. In addition, the CEO and other members of executive management at times attended portions of Compensation Committee meetings to participate in the presentation of materials and to discuss management’s point of view regarding compensation issues.
Role of Independent Compensation Consultants
The Compensation Committee retained the services of an independent compensation consultant, GK Partners (“GK Partners”), to perform a competitive assessment of the Company’s executive and director compensation programs, as well as to provide guidance on the changing regulatory environment governing executive compensation. The annual executive and director assessments include, but are not limited to, an assessment of the Company’s financial performance relative to its peers, an assessment of the Company’s compensation program compared to its peers, recommendations for total cash compensation opportunities (base salary and cash incentives), and a comparative benchmark study of executive compensation and non-employee director compensation.
A representative of GK Partners attended Compensation Committee and Board meetings during 2020 and 2021, upon request, to review compensation data and participate in general discussions on compensation and benefits for the NEOs and Board members. While the Compensation Committee considered input from GK Partners when making compensation decisions, the Compensation Committee’s final compensation decisions reflect many factors and considerations.
The Compensation Committee considered the independence of GK Partners under applicable SEC and Nasdaq listing rules and concluded there was no conflict of interest with respect to the consultant.
Risk Considerations in Our Compensation Program
The Compensation Committee has assessed the Company’s compensation programs and has concluded that our compensation policies and practices do not create risks that are reasonably likely to have a material adverse effect on the Company. Our Compensation Committee has also assessed the Company’s executive and broad-based compensation and benefits programs to determine if the programs’ provisions and operations
 
31

TABLE OF CONTENTS
 
create undesired or unintentional risk of a material nature. This risk assessment process included a review of program policies and practices; a program analysis to identify risk and risk control related to the programs; and determinations as to the sufficiency of risk identification, the balance of potential risk to potential reward, risk control, and the support of the programs and their risks to company strategy. Although the Compensation Committee reviews all compensation programs, it focuses on the programs with variability of payout, with the ability of a participant to directly affect payout and the controls on participant action and payout.
Based on the foregoing, we believe that our compensation policies and practices do not create significant inappropriate or unintended risk to the Company. We also believe that our incentive compensation arrangements provide incentives that do not encourage risk-taking beyond the organization’s ability to effectively identify and manage significant risks; that are compatible with effective internal controls and our risk management practices; and that are supported by the oversight and administration of the Compensation Committee with regard to executive compensation programs.
Peer Group and Benchmarking
The Compensation Committee believes benchmarking is a useful method to gauge both the compensation level and compensation mix for executives within competitive job markets that are relevant to the Company.
Competitive benchmarking is one of many factors considered by the Compensation Committee in making executive compensation decisions. The Compensation Committee generally reviews data gathered from the proxy statements of our peer group (as defined below) as well as industry surveys for benchmarking purposes in its review and analysis of base salaries, discretionary bonuses and short-term and long-term cash incentives, and equity grants to establish our executive compensation program. The Compensation Committee reviews the peer group annually and updates the peer group as appropriate to ensure that the peer group continues to consist of financial institutions with business models and demographics and a reasonable range of financial performance similar to the Company.
In 2020, the Compensation Committee engaged GK Partners to conduct an annual comparative marketplace benchmarking study of NEO and non-employee director cash and equity compensation with respect to the Company’s peer group for the Compensation Committee to utilize in reviewing and approving compensation for the NEOs in 2021.
The Compensation Committee’s considered the following factors in reviewing its peer group: total assets, net income, ROE, ROAA, EPS, market capitalization, non-interest income, efficiency ratio, loan to asset ratio, loan to deposit ratio, number of full-time employees, and net income per employee. For purposes of reviewing and approving 2021 executive compensation, in 2020 the Compensation Committee selected publicly traded financial institutions from the Northeast and Mid-Atlantic regions. The median asset size of the peer group was $8.8 billion as of December 31, 2019, placing the Company at slightly below the 50th percentile in asset size, with asset size at year end 2020 of $8.2 billion. The peer group approved by the Compensation Committee in May 2020 for setting executive compensation for 2021 included the following 20 banks, 19 of which were used in the previous year:
Atlantic Union Bankshares Corp. Independent Bank Group
Berkshire Hills Bancorp, Inc. Kearny Financial Corp.
Brookline Bancorp, Inc. Lakeland Bancorp, Inc.
Community Bank System, Inc. Meridian Bancorp, Inc.
ConnectOne Bancorp, Inc. NBT Bancorp, Inc.
Customers Bancorp, Inc. OceanFirst Financial Corp.
Dime Community Bancshares, Inc. Peapack-Gladstone Financial Corp.
Eagle Bancorp, Inc. Provident Financial Services, Inc.
Flushing Financial, Inc. Sandy Spring Bancorp, Inc.
Independent Bank Corp. WSFS Financial Corp.
The peer group was also utilized by the Compensation Committee in December 2020 for purposes of determining executive compensation and compensation of non-employee directors for 2021.
 
32

TABLE OF CONTENTS
 
Employment Agreements with our NEOs
The Compensation Committee believes that employment agreements are necessary to attract and retain qualified executives and ensure the stability of our executive management team. Our employment agreements with our NEOs generally set forth the terms of the executive’s employment with the Company and also promise severance benefits if the executive is involuntarily terminated without cause or, in some cases, if the executive voluntarily terminates his or her employment for good reason. The retention of key management is essential to and in our shareholders’ best interests. The Compensation Committee believes reasonable severance benefits help ensure the continued dedication and efforts of management without undue concern for or distraction by their personal, financial and employment security. Similarly, in the context of a potential change in control transaction, the Compensation Committee believes that employment agreements effectively motivate executives to remain engaged and strive to create shareholder value, despite the risk of job loss or the loss of equity vesting opportunity. In addition, these severance arrangements are necessary to attract and retain qualified executives who may have other job alternatives that may appear to them to be less risky absent these arrangements. For a description of the terms of the employment agreements with our NEOs, see the discussion below on page 48.
Elements of 2021 Compensation Program
The various elements of our 2021 compensation program are intended to reflect our compensation philosophy and: (i) provide an appropriate level of financial certainty through fixed compensation, (ii) ensure that a significant portion of the compensation program is at-risk based on performance, (iii) ensure that at least 30% of equity compensation is at-risk based on performance, and (iv) create a balance of short-term and long-term incentives.
COMPENSATION ELEMENT
PURPOSE
Base Salary

Provide financial predictability and stability through fixed compensation;

Provide a salary that is market competitive;

Promote the retention of executives; and

Provide fixed compensation that reflects the scope, scale and complexity of the executive’s role.
Short-Term Incentives

Align management and shareholder interests;

Provide appropriate incentives to achieve our annual operating plan;

Provide market competitive cash compensation when targeted performance objectives are met;

Provide appropriate incentives to exceed targeted results; and

Pay meaningful incremental cash awards when results exceed target and pay below market cash awards when results are below target.
Long-Term Equity Incentives

Align management and long-term shareholder interests;

Balance the short-term nature of other compensation elements with long-term retention of executive talent;

Focus our executives on the achievement of long-term strategies and results;

Create and sustain shareholder value; and
 
33

TABLE OF CONTENTS
 
COMPENSATION ELEMENT
PURPOSE

Support the growth and operational profitability of the Company.
Employment Agreements

Enable us to attract and retain talented executives;

Protect Company interests through appropriate post-employment restrictive covenants, including non-competition and non-solicitation;

Ensure management is able to analyze any potential change in control transaction objectively; and

Provide for continuity of management in the event of a change in control.
Non-Qualified Retirement and
Deferred Compensation Benefits

Provide supplemental retirement benefits to certain executives who are disallowed benefits under the Company’s qualified benefit plans due to IRS limits.
Other Benefits

Provide participation in the same benefits programs as our other employees, including our ESOP;

Provide participation in an ESOP SERP for supplemental retirement benefits; and

Limit annual benefits and perquisites and use as competitively appropriate and necessary only to attract and retain executive talent.
Base Salary
Our NEO base salaries are set at levels that are intended to reflect the competitive marketplace in attracting, retaining, motivating, and rewarding high performing executives. In determining base salaries, the Compensation Committee considers the following elements: (i) individual performance based on experience and scope of responsibility, (ii) non-financial performance indicators including strategic developments for which an executive has responsibility and managerial accountability, (iii) compensation paid by peers, functionality of the executive management team, (iv) economic conditions in the Company’s market areas and (v) analyses or guidance from independent consultants during the annual review process. The base salaries are intended to compensate the NEOs for the day-to-day services performed for the Company and the Bank.
In establishing base salaries for our NEOs for 2021, the Compensation Committee reviewed the factors discussed above and determined that base salary increases were appropriate given our strong financial performance in 2020, our relative positioning to our peers and to maintain competitive base salaries. Below are changes to NEO base salaries from 2020 to 2021.
NEO
2020
Base Pay(1)
2021
Base Pay(1)
% Change
Thomas J. Kemly $ 795,000 $ 818,900 3.01%
Dennis Gibney 402,000 412,000 2.49
E. Thomas Allen 460,000 472,000 2.61
John Klimowich 350,000 370,000 5.71
Allyson Schlesinger 365,000 380,000 4.11
Oliver E. Lewis, Jr.(2) 350,000
(1)
Amounts in table represent NEO base salaries at the end of the period presented.
(2)
Mr. Lewis became Executive Vice President, Head of Commercial Banking on January 2, 2021.
 
34

TABLE OF CONTENTS
 
Short-Term Incentives
Performance Achievement Incentive Plan.   We maintain an annual cash incentive plan — the Performance Achievement Incentive Plan (“PAIP”) — that is designed to align the interests of our employees with the overall performance of the Company. All exempt employees (excluding commissioned employees), including the NEOs, are eligible to participate in the PAIP, subject to certain eligibility requirements. A participant is eligible to earn a target incentive award for a calendar year defined as a percentage of the participant’s base salary. For 2021, the participant’s target incentive opportunity was adjusted based on the Company’s return on average assets and net interest margin, as was done in prior years, and the participant was eligible to earn a percentage of the adjusted target incentive based on achievement of a combination of overall Company, department/ team and individual performance goals. Awards for the NEOs are approved by the Compensation Committee.
When designing the 2021 PAIP and when considering whether the target performance metrics for a payout under the 2021 PAIP are achieved, the Compensation Committee had the discretion to take into account categories of significant, unplanned and unusual items that would be excluded from the performance metrics, whether the resulting impact was positive or negative, because they distort our operating performance. This practice, which is consistent with the practices of peer group companies, ensures that our executives will not be unduly influenced in their day-to-day decision-making because they would neither benefit, nor be penalized, as a result of certain unexpected and uncontrollable events or strategic initiatives that may positively or negatively affect the performance metric in the short-term.
The performance measures for the 2021 PAIP included the same corporate goals for each NEO and specific individual goals depending on the individual roles and responsibilities of each NEO, with each NEO’s individual scorecard, other than with respect to Mr. Kemly and Mr. Allen, setting forth the weightings assigned to each performance measure.
The following table summarizes the thresholds, targets, and maximum parameters and actual 2021 performance for each of the applicable financial metrics selected under the 2021 PAIP:
2021 Performance Measures(1)
Threshold
Parameter
(Dollars in
Millions)
Target
Parameter
(Dollars in
Millions)
Stretch
Parameter
(Dollars in
Millions)
2021
Actual
Performance
(Dollars in
Millions)
Core Net Income of Columbia Bank(2) $ 61.2 $ 72.6 $ 82.8 $ 94.9
Efficiency Ratio of Columbia Bank(2) 60.9% 57.9% 54.9% 53.9%
Non-Performing Assets to Total Assets 0.50% 0.25% 0.10% 0.04%
(1)
Payouts earned for intermediate performance levels are determined using straight line interpolation. Individual performance measures which do not have specific dollar or percentage thresholds but rather are tied to department performance or similar measures are not included in table but are set forth in the table below.
(2)
See Annex A — Non-GAAP Financial Measures for reconciliation to net income and efficiency ratio.
The weighting assigned to each NEO in the categories that are applicable to them are set forth below:
2021 Performance Measures
Mr. Kemly
Mr. Gibney
Mr. Allen
Mr. Klimowich
Ms. Schlesinger
Mr. Lewis
Net Income of Columbia Bank 35.0% 25.0% 35.0% 25.0% 25.0% 25.0%
Efficiency Ratio of Columbia Bank
35.0% 25.0% 35.0% 25.0% 25.0% 25.0%
Non-Performing Assets to Total Assets
30.0% 20.0% 30.0% 20.0% 20.0% 20.0%
Other(1) 0.0% 30.0% 0.0% 30.0% 30.0% 30.0%
Total 100.0% 100.0% 100.0% 100.0% 100.0% 100.0%
(1)
The “Other” category includes overall individual and/or department performance that is directly relevant to the NEO’s position and the performance of the business unit under their purview and generally relates to non-revenue producing items, other than with respect to Ms. Schlesinger and Mr. Lewis.
 
35

TABLE OF CONTENTS
 
For purposes of determining the level of achievement for each of the performance measures under the 2021 PAIP, the Compensation Committee reviewed the applicable financial metrics, as derived from our 2021 financial results, and the individual and department metrics. For the 2021 performance year, the Compensation Committee certified achievement of the pre-established performance measures for the CEO and each of the other NEOs as reflected in the table above.
After review and discussion, the successful execution of individual and departmental strategic objectives in 2021 coupled with the Company’s financial performance resulted in payouts generally ranging between 113.0% and 134.89% of each NEO’s target 2021 PAIP opportunity, as is set forth below.
NEO
Target Opportunity
($)
Payout as a Percent of
Target Opportunity
(%)
Thomas J. Kemly 612,128 125
Dennis Gibney 284,280 117.5
E. Thomas Allen 352,820 125
John Klimowich 212,750 113
Allyson Schlesinger 218,500 134.9
Oliver E. Lewis, Jr. 201,250 130.5
The actual dollar amounts earned by our NEOs in fiscal year 2021, pursuant to the 2021 PAIP, are disclosed in the “Non-Equity Incentive Plan Compensation” column of the Summary Compensation Table below.
Discretionary Bonus Payments.   We limit the use of discretionary bonus payments to extraordinary circumstances to rectify inequities or recognize outstanding performance. In 2021, the Company made no discretionary bonus payments to the NEOs.
Long-Term Equity Incentives
2019 Equity Incentive Plan.   On June 6, 2019, shareholders of the Company approved the 2019 Equity Incentive Plan, which provided for the grant of stock-based awards to officers, employees and non-employee directors of the Company and its subsidiaries. The Company may grant options, stock appreciations rights, restricted stock, restricted units, unrestricted stock awards, cash-based awards, performance awards, and dividend equivalent rights. The total number of shares of the Company’s common stock reserved for issuance under the plan are 7,949,996.
Both incentive stock options and non-qualified stock options may be granted under the Equity Incentive Plan, with total shares reserved for options equaling 5,678,569 with 2,012,505 shares remaining available for grant as options as of December 31, 2021. The total number of shares reserved for restricted stock or restricted units is 2,271,427, with 850,808 shares remaining available for grant as restricted stock or restricted units as of December 31, 2021.
The following table sets forth the annual equity awards that were granted in 2021 to our NEOs. The stock awards and options granted in 2021 vest over a three-year period at a rate of 33 1/3% per year.
Name
Stock Awards
(Number of Shares)
Grant Date Fair
Value of
Stock Awards ($)(1)
Option Awards
(Number of Options)
Grant Date Fair
Value of
Option Awards ($)(1)
Oliver E. Lewis, Jr.(2) 23,516 $ 419,996 57,026 279,998
(1)
Reflects the aggregate grant date fair value of restricted stock awards granted in 2021 under the 2019 Equity Incentive Plan, calculated in accordance with FASB ASC Topic 718 for stock-based compensation. The amounts were calculated based on the Company’s stock price on the date of grant, which was March 22, 2021.
(2)
Mr. Lewis became Executive Vice President, Head of Commercial Banking on January 2, 2021.
 
36

TABLE OF CONTENTS
 
Results of 2019 – 2021 Performance-based Awards.   On July 23, 2019, each of the NEOs other than Mr. Lewis were granted shares of performance-vested restricted stock which contained both performance and service conditions over three-year period. The three-year performance period for the 2019 performance shares concluded on December 31, 2021. Payout of the award was based 34% on our three-year cumulative EPS, 33% on ROAA over the three-year performance period and 33% on NPA to Assets relative to an industry peer group.
Payout percentages at various levels of performance for the 2019 performance shares and actual results are illustrated in the table below:
Corporate Goal
Threshold
Performance
Level
(50% of
Target
Award)
Target
Performance
Level (100%
of Target
Award)
Actual
Performance
Payment
Level
Cumulative Earnings Per Share (“EPS”) $ 1.15 $ 1.43 $ 2.03(1) 100%
Average Core Return on Average Assets (“ROAA”) 0.505% 0.632% 0.85%(2) 100%
Non-Performing Assets as a % of Total Assets(3) 0.27% 0.04% 100%
(1)
Cumulative EPS of $2.03 was calculated on a consolidated basis over a three-year period excluding from the weighted average shares outstanding over that period the number of the shares of Company common stock issued to Columbia Bank MHC in connection with the Roselle Bank and Freehold Bank merger transactions. If such shares were not excluded, cumulative EPS over the three-year period based on weighted average shares outstanding was $1.89 per share, which exceeded the target performance level for 100% payout of the award.
(2)
See Annex A — Non-GAAP Financial Measures for reconciliation to net income. To achieve the targets for this performance factor, Average Core ROAA was calculated on a Bank only basis. Those calculations used core net income with the line-item adjustments set forth in Annex A and resulted in Average Core Return on Average Assets on a Bank-only basis of 0.85%.
(3)
To achieve the NPA metric, the Company had to perform better than 50% of its peer group. For the year ended December 31, 2021, the peer group median for NPA/Assets was 0.27%.
The following table lists the number of 2019 performance shares that our NEOs earned at the end of the 2019 – 2021 performance cycle, which shares vest for each NEO effective July 23, 2022 provided the NEO is employed by the Company as of that date.
Name
2019 Performance Shares Earned
at 100.00% of Target(1)
(#)
Thomas J. Kemly 134,135
Dennis Gibney 49,038
E. Thomas Allen 57,692
John Klimowich 38,462
Allyson Schlesinger 31,731
Oliver E. Lewis, Jr.(2)
(1)
As the 2019 performance shares were earned as of December 31, 2021, but will not vest until July 23, 2022, they are reported as unvested restricted stock under “Outstanding Equity Awards at 2021 Fiscal Year End” in the column entitled “Number of Shares of Restricted Stock Not Vested
(2)
Mr. Lewis was not an NEO in 2019, when the performance awards were granted to the other NEOs.
 
37

TABLE OF CONTENTS
 
Retirement Benefits and Deferred Compensation
We maintain broad-based tax-qualified pension, tax-qualified employee stock ownership, and tax-qualified 401(k) plans. Generally, all employees of the Company are eligible to participate in these plans, including the NEOs. However, the pension plan was closed to new participants effective October 1, 2018.
In addition to the tax-qualified plans described above, we provide our NEOs and other highly compensated employees with benefits under a nonqualified retirement and deferred compensation plans, as described below.
See the narrative accompanying the pension benefit tables and nonqualified deferred compensation tables for details regarding these plans as well as the discussion of such plans below under “Executive Compensation.
Other Benefits
We provide our NEOs with a set of core benefits that are generally available to our other full-time employees (e.g., coverage for medical, dental, vision care, prescription drugs, and basic life insurance and long-term disability coverage), plus voluntary benefits that a NEO may select (e.g., supplemental life insurance).
Employment Agreements with Named Executive Officers
We have entered into employment agreements with each of our NEOs. For a detailed description of our employment agreements with our NEOs, please see the section entitled “Summary of Executive Agreements and Potential Payments upon Termination or Change in Control” beginning on page 48.
Additional Compensation Practices and Policies
Clawback Policy
The Company has a policy for the recoupment of incentive compensation (the “Clawback Policy”). Under the Clawback Policy, if we restate our financial statements, or a financial statement or the calculation of a performance goal or metric is materially inaccurate, the Compensation Committee, in its sole discretion, may require recoupment from our executive officers, including our NEOs, of the portion of any annual or long-term cash or equity-based incentive or bonus compensation paid, provided, or awarded to any executive officer that represents the excess over what would have been paid if such event had not occurred.
Stock Ownership Guidelines
The Company’s Share Ownership and Retention Policy sets forth stock ownership guidelines that are robust and reflect current corporate governance trends. We require our executive officers and non-employee directors to own or acquire shares of Company stock having a fair market value equal to the following amounts:
Title
Amount
President and Chief Executive Officer 5x base salary
Senior Executive Vice Presidents 3x base salary
Executive Vice Presidents 3x base salary
Non-Employee Directors
3x annual fees and retainers for service on the Board
Each of these individuals must fulfill their ownership requirement within five years of becoming subject to the Share Ownership and Retention Policy, and individuals are further required to fulfill 25% and 50% of their ownership requirement within two and three years, respectively, of becoming subject to the Share Ownership and Retention Policy. In the event of a participant receiving a raise in his or her base salary or annual retainer, leading to an increase in the ownership requirement, the participant will be provided an additional one year from the time of the increase to achieve the required incremental increase in his or her ownership of shares. For purposes of determining ownership, the following shall be taken into account: (i) shares owned directly by the individual or his or her immediate family members residing in the same household, or shares held through a trust for the benefit of the individual or the individual’s dependent family members residing in the same household; (ii) shares owned through a qualified employee benefit plan, including the 401(k) Plan, or through
 
38

TABLE OF CONTENTS
 
the ESOP; (iii) share equivalents held in a non-qualified, deferred compensation arrangements; and (iv) 100% of restricted stock, or restricted stock units, the vesting of which is contingent on time or performance.
Each NEO’s and non-employee director’s stock ownership level is reviewed annually by the Company and the Nominating/Corporate Governance Committee. As of December 31, 2021, all current NEOs were in compliance with their respective stock ownership levels.
Anti-Hedging and Pledging Policies
The Company has a written policy that prohibits our directors and officers from hedging the value of our stock by the purchase and sale of puts, calls, options, or other derivative securities based on Company stock, or other transactions related to the monetization of the value of our stock. In addition, our officers, directors and employees are not allowed to pledge Company stock as collateral or acquire Company stock on margin.
No Tax Gross Ups
Our employment agreements with our NEOs do not provide for tax “gross ups” and instead provide for a “best net benefits” approach if severance benefits under the agreements or otherwise result in “excess parachute payments” under Section 280G of the Internal Revenue Code of 1986, as amended. The best net benefits approach reduces an executive’s payments and benefits to avoid triggering the excise tax if the reduction would result in a greater after-tax amount to the executive officer compared to the amount the executive officer would receive net of the excise tax if no reduction were made.
Perquisites
We annually review the perquisites that we make available to our named executive officers. The primary perquisites for these individuals include automobile allowances and certain club dues. See “Executive Compensation — Summary Compensation Table” for detailed information on the perquisites provided to our NEOs.
Tax and Accounting Considerations
To the greatest extent possible, we structure our compensation programs in a tax-efficient manner. Section 162(m) of the Internal Revenue Code generally does not allow a tax deduction to public companies for compensation in excess of $1 million paid to the CEO or other NEOs and certain former NEOs. Prior to 2018, compensation was specifically exempt from the deduction limit to the extent that it was “performance-based” as previously defined in Section 162(m) of the Internal Revenue Code. For taxable years beginning on and after January 1, 2018, the Tax Cuts and Jobs Act of 2017 generally eliminated the “performance-based” compensation exemption and expanded the $1 million per covered employee annual limitation on tax deductibility to a larger group of named executive officers. In addition, the 2017 tax law also provides that any named executive officer who was a covered employee in taxable years beginning on and after January 1, 2017, will continue to be a covered employee for all subsequent taxable years (even after employment termination). As a result, the Company may not take a tax deduction for any compensation paid to its covered employees in excess of $1 million annually per covered employee with the exception of “performance-based” compensation paid pursuant to a written binding contract that was in effect on November 2, 2017, and that was not modified in any material respect on or after such date.
The Compensation Committee believes that tax deductibility is but one factor to consider in developing an appropriate compensation package for executives. As such, the Compensation Committee reserves and will exercise its discretion in this area to design a compensation program that serves the long-term interests of the Company, but which may not qualify for tax deductibility under Section 162(m) of the Internal Revenue Code.
In addition to Section 162(m) of the Internal Revenue Code, the Compensation Committee considers other tax and accounting provisions in developing the pay programs for the NEOs, including:

The annual rules applicable to fair value-based methods of accounting for stock compensation; and
 
39

TABLE OF CONTENTS
 

The overall income tax rules applicable to various forms of compensation.
While the Compensation Committee generally tries to compensate the NEOs in a manner that produces favorable tax and accounting treatment, the main objective is to develop fair and equitable compensation arrangements that appropriately incentivize, reward, and retain the NEOs and aligns our performance goals with shareholder returns.
Share usage requirements and resulting potential shareholder dilution from equity compensation awards is also considered by the Compensation Committee in determining the size of long-term incentive grants.
Compensation Committee Report
The Compensation Committee has reviewed and discussed this Compensation Discussion and Analysis with management. Based on this review and discussion, the Compensation Committee recommended to the Board that the Compensation Discussion and Analysis be included in this proxy statement.
Submitted by the Compensation Committee:
Noel R. Holland (Chair)
Frank Czerwinski
Elizabeth E. Randall
Lucy Sorrentini
Robert Van Dyk
April 26, 2022
 
40

TABLE OF CONTENTS
 
EXECUTIVE COMPENSATION
Summary Compensation Table
Name
Year
Salary
($)(1)
Bonus
($)(2)
Stock
Awards
($)(3)
Option
Awards
($)(4)
Non-Equity
Incentive Plan
Compensation
($)(5)
Change in
Pension Value
and Nonqualified
Deferred
Compensation
Earnings
($)(6)
All Other
Compensation
($)(7)
Total
($)(7)
Thomas J. Kemly 2021 818,900 765,160 366,796 181,080 2,131,936
President and Chief Executive Officer
2020 825,577 890,236 1,751,023 151,035 3,617,871
2019 775,000 4,184,996 2,790,002 849,735 2,350,329 181,941 11,132,003
Dennis E. Gibney 2021 412,000 334,029 56,107 74,510 876,646
Executive Vice President and Chief Financial Officer
2020 417,462 367,829 170,419 56,133 1,011,843
2019 392,000 50,000 1,530,001 1,020,000 294,386 153,627 63,976 3,503,990
E. Thomas Allen, Jr. 2021 472,000 441,025 175,097 98,168 1,186,290
Senior Executive Vice President and
Chief Operating Officer
2020 477,693 472,714 685,719 82,868 1,718,994
2019 450,000 1,800,006 1,200,000 440,107 974,481 97,269 4,961,863
John Klimowich 2021 370,000 240,408 238,927 63,452 912,787
Executive Vice President and Chief Risk Officer
2020 363,462 272,602 757,071 47,683 1,440,818
2019 330,000 1,199,999 799,999 255,760 869,887 50,500 3,506,145
Allyson Schlesinger 2021 380,000 294,737 73,000 77,345 825,082
Executive Vice President, Head of Consumer Banking
2020 379,039 256,743 107,402 57,314 800,498
2019 365,000 50,000 990,008 660,000 162,100 84,048 69,884 2,381,040
Oliver E. Lewis, Jr. 2021 350,000 419,996 279,998 262,719 60,851 1,373,564
Executive Vice President, Head of Commercial Banking
(1)
Reflects salary amounts that include cash compensation earned by each NEO, including any portion of these amounts contributed to the tax-qualified 401(k) plan or the SIM. Due to the timing of payroll in 2020, amounts reflected in the 2020 row reflect one additional pay period than in typical years.
(2)
The discretionary bonus paid to Mr. Gibney in fiscal year 2019 was in recognition of his outstanding performance with respect to the two mergers that the Company announced in 2019. Ms. Schlesinger was entitled to a sign on bonus of $50,000 in connection with her employment by the Company in 2018, which was paid in fiscal year 2019.
(3)
Reflects the aggregate grant date fair value of restricted stock awards granted in 2019 under the 2019 Equity Incentive Plan, calculated in accordance with FASB ASC Topic 718 for stock-based compensation. The amounts were calculated based on the Company’s stock price on the date of grant, which was July 23, 2019 for all named executive officers other than Mr. Lewis. For the performance-based portion of the 2019 restricted stock awards, the grant date fair value reflects the number of shares that are expected to vest based on the probable outcome of the performance results (i.e., target level of performance). With respect to Mr. Lewis, the amounts were calculated based on the Company’s stock price on the date of grant, which was March 22, 2021. These amounts reflect the total grant date fair value for these restricted stock awards and do not correspond to the actual value that will be recognized as income by each of the NEOs when received.
(4)
Reflects the aggregate grant date fair value of stock options granted in 2019 under the 2019 Equity Incentive Plan, calculated in accordance with FASB ASC Topic 718 for stock-based compensation based upon a fair value of $4.25 for each option using the Black-Scholes option pricing model, other than Mr. Lewis. With respect to Mr. Lewis, a fair value of $4.91 was used for each option using the Black- Scholes option pricing model. The actual value, if any, realized by a named executive officer from any
 
41

TABLE OF CONTENTS
 
option will depend on the extent to which the market value of the common stock exceeds the exercise price of the option on the date the option is exercised. Accordingly, there is no assurance that the value realized by a named executive officer will be at or near the value estimated above.
(5)
For 2021, represents non-discretionary, performance-based cash payments earned by each named executive officer during each year presented under the PAIP, which is described above under “Short-Term Incentives.” For 2021, specific amounts were as follows:
Columbia Bank Performance
Achievement Incentive Plan(a)
Mr. Kemly $ 765,160
Mr. Gibney 334,029
Mr. Allen 441,025
Mr. Klimowich 240,408
Ms. Schlesinger 294,737
Mr. Lewis 262,719
(a)
Represents performance-based payments earned under the PAIP, which is previously discussed in more detail under the section entitled “Short-Term Incentives” above.
For 2019 and 2020, in addition to awards made under the PAIP for such years, the sum in this column also represents awards made prior to 2019 under the Columbia Bank Long-Term Incentive Plan (“Cash LTIP”), which plan was terminated in 2019. Prior to termination of the Cash LTIP, Cash LTIP awards were granted annually using a three-year performance period. A participant was eligible to earn a target Cash LTIP award for a performance period with the amount of such awards based on a percentage of the participant’s base salary. The participant was eligible to earn a percentage of the target award for a performance period based on achievement of one or more performance measures established by the Compensation Committee of the Board for that performance period with two-thirds of the earned amount paid in cash within two and a half months following completion of the performance period and one-third of the earned amount paid in cash one year later subject to continued employment of the participant during that year. Under the Cash LTIP, awards were granted annually using a three-year performance period, with (i) two-thirds of a participant’s award for each three-year performance period earned at the end of the performance period and (ii) the remaining one-third earned one year later, subject to the participant’s continued employment as of the end of the one-year period following the end of the performance period.
(6)
Reflects the actuarial change in pension value in each individual’s accrued benefit under the defined benefit pension plan (and the supplemental plans) from December 31 of the prior year to December 31 of the reported year. Pension values may fluctuate significantly from year to year depending on a number of factors, including age and the assumptions used to determine the present value of a named executive officer’s accumulated benefit, including interest rates. The change in pension value reflects changes in interest rate assumptions, age, service, and earnings during 2021.
(7)
Details of the amounts disclosed in the “All Other Compensation” column for 2021 are provided in the table below, which reflects the types and dollar amounts of perquisites and other personal benefits provided to the NEOs in 2021. Except as otherwise noted, the actual incremental costs to the Company of providing the perquisites and other personal benefits to the NEOs was used.
 
42

TABLE OF CONTENTS
 
Mr. Kemly
Mr. Gibney
Mr. Allen
Mr. Klimowich
Ms. Schlesinger
Mr. Lewis
Company contribution to ESOP and
ESOP SERP(a)
141,817 64,707 78,388 53,320 52,834 37,126
Company matching contributions
to 401(k) plan and SIM(b)
8,700 8,700 8,700 8,700 8,700 11,263
Executive term life insurance
premiums(c)
3,333 383 1,669 712
Car allowances(d) 8,441 8,691 15,091 11,742
Mobile phone allowances(e) 720 720 720 720 720 720
Club dues(f) 18,069
(a)
Reflects regular ESOP and ESOP SERP allocations for each NEO.
(b)
Reflects the cost of matching contributions under our tax-qualified 401(k) plan and SIM.
(c)
Reflects the amount of imputed income for bank owned life insurance.
(d)
Reflects the car allowance of each NEO who was provided with such allowance during 2021 as part of our car allowance program.
(e)
Reflects the mobile phone allowance of each NEO during 2021 as part of our mobile phone program.
(f)
Reflects the payment of club dues for Mr. Kemly under our club membership policy.
Grants of Plan Based Awards
The following table summarizes grants made in 2021 to Mr. Lewis under the 2019 Equity Incentive Plan. No other NEO received any grants under the 2019 Equity Incentive Plan during 2021. The material terms of the Company’s annual and long-term incentive programs are described in the Compensation Discussion and Analysis on page 26 of this Proxy Statement.
Estimated Future Payments
Under Non-Equity
Incentive Plan Awards
Estimated Future Payouts
Under Equity
Incentive Plan Awards
All Other
Stock
Awards:
Number of
Shares of
Stock
(#)(1)(3)
All Other
Option
Awards:
Number of
Securities
Underlying
Options
Exercise
or Base
Price of
Option
Awards
($/Sh)
Grant
Date Fair
Value of
Stock
and
Options
Awards
($)(2)(3)
Name
Grant
Date
Threshold
($)
Target
($)
Maximum
($)
Threshold
(#)
Target
(#)
Maximum
(#)
Oliver E. Lewis, Jr.
3/22/21 23,516 419,996
3/22/21 57,026 $ 17.86 279,998
(1)
The information in this column represents time-vested restricted stock awards granted in 2021 under the 2019 Equity Incentive Plan. The stock awards vest in three approximately equal installments commencing on March 22, 2022.
(2)
The information in this column represents time-vested stock option awards granted in 2021 under the 2019 Equity Incentive Plan. The stock options vest in three approximately equal annual installments commencing on March 22, 2022.
(3)
The amounts reported are the aggregate grant date fair value of the awards computed in accordance with the FASB ASC Topic 718 for share-based payments. The grant date fair value of all restricted stock awards is equal to the number of awards multiplied by $17.86, the closing price for the Company’s common stock on the date of grant. The grant date fair value for stock option awards is equal to the number of options multiplied by a fair value of $4.91, which was computed using the Black-Scholes option pricing model.
Outstanding Equity Awards at 2021 Fiscal Year End
The following table shows information regarding all unvested equity awards held by our NEOs on December 31, 2021. With the exception of Mr. Lewis, who became an NEO in January 2021, no equity awards
 
43

TABLE OF CONTENTS
 
were made to the NEOs in 2021. These awards are subject to forfeiture until vested, and the ultimate value of performance-based awards is unknown. The material terms and conditions of the equity awards reported in this table are described in the “Long-Term Equity Incentives” section of the Compensation Discussion and Analysis beginning on page 36 of this Proxy Statement. No equity award granted to a NEO has been transferred to any other person, trust or entity.
Option Awards
Stock Awards
Name
Grant
Date
Number of
Securities
Underlying
Unexercised
Stock
Options
Exercisable(1)
Number of
Underlying
Unexercised
Options
Unexercisable(1)(4)
Option
Exercise
Price
Option
Expiration
Date
Number of
Shares of
Restricted
Stock Not
Vested(2)(4)
Market
Value of
Shares or
Units of
Restricted
Stock Not
Vested(3)
Number of
Unearned
Performance
Shares
Market Value
of Unearned
Performance
Shares
Thomas J. Kemly
07/23/2019 262,588 393,883 $ 15.60 07/23/2029 $ $
07/23/2019 214,616 4,476,890
Dennis E. Gibney
07/23/2019 96,000 144,000 $ 15.60 07/23/2029
07/23/2019 78,462 1,636,718
E. Thomas Allen, Jr.
07/23/2019 112,941 169,412 $ 15.60 07/23/2029
07/23/2019 92,308 1,925,545
John Klimowich
07/23/2019 75,294 112,941 $ 15.60 07/23/2029