Good morning. Welcome to the 2021 Annual Meeting of Stockholders of Northfield Bancorp Incorporated. I would now like to introduce our first speaker, Mr. John Alexander. Thank you, Peter. Good morning. This is John Alexander. I'm chairman of Northfield Bancorp. It's my pleasure, on behalf of the directors, officers, and employees, to extend a warm welcome to you and express our gratitude for your participation in today's meeting. We appreciate your understanding and accommodation as we work to keep everyone safe by conducting this meeting virtually. For purposes of this meeting, a copy of the rules of conduct that governs this meeting can be accessed by clicking on the Materials button located in the bottom right corner of the webpage. At this location, you can also access Northfield Bancorp's 2021 proxy statement, 2020 annual report, which was previously made available to stockholders of record at the close of business on March 29th, 2021. These documents also are available on our website at northfield.com under the Investor Relations tab. If you've logged in to this meeting as a stockholder with your voting control number, you may vote on the proposals that are included in the proxy statement now and until the closing of the polls. Voting is accomplished by clicking the Vote button located at the bottom right corner of the webpage and following the voting instructions. The polls will close after all proposals have been discussed. Please note that if you've already voted and do not wish to change your vote, it is not necessary to vote again. Additionally, if you logged into this meeting as a stockholder with your voting control number, you may submit questions by clicking the Q&A button located at the bottom right of the webpage, type your questions, and click the Submit button. I encourage you to include your name and contact information with the question. If a question isn't germane to the business of the meeting, we may not address it at this meeting, but we'll provide a response directly to the stockholder asking the question if possible. Before we begin the formal business of today's meeting, I would like to recognize Northfield Bancorp's board of directors. Annette Catino, who also serves as independent lead director, Gil Chapman, John Connors, Tim Harrison, Karen Kessler, Frank Patafio, Pat Ryan, and Paul Stahlin. Also participating in today's meeting are members of Northfield Bancorp's executive team. Steve Klein, President and Chief Executive Officer. Mr. Klein also is a director of the company. David Fasanella, Executive Vice President and Chief Lending Officer. Tara French, Executive Vice President and Chief Risk Officer. Bill Jacobs, Executive Vice President and Chief Financial Officer, and Robin Lefkowitz, Executive Vice President, Branch Operations, Business Development, and Deposit Operations. There are others participating in today's meeting I wish to recognize. Suzanne Andrews, Corporate Secretary of Northfield Bancorp, Inc. Peter Descovich of IOE Services, who has been appointed the Inspector of Election for today's meeting. Michael Campanile, Trisha Hutchison, and Shawnee Lopez, partners with KPMG LLP, Northfield's independent registered public accounting firm, and Ned Quint and Scott Brown, partners with the law firm of Luse Gorman, PC which serves as our SEC counsel. The purpose of today's meeting is to consider and act on three proposals. The first proposal is the election of three directors, and they are Timothy C. Harrison, Karen J. Kessler, and Patrick L. Ryan. The second proposal is an advisory non-binding resolution to approve executive compensation described in the proxy statement, and the third proposal is ratification of the appointment of our independent registered public accounting firm for the year ending December 31, 2021. Ms. Andrews, has notice of this meeting been sent to all stockholders entitled to vote at this meeting? Yes, Mr. Chairman. I have here an affidavit sworn to by me and duly signed, stating that notice has been delivered to each stockholder as required under the bylaws. In addition, resolutions were adopted by the board of directors of Northfield Bancorp, Inc. providing for the virtual location and time of the meeting. The board also fixed March 29th, 2021, as the record date for determining stockholders entitled to notice of and to vote at this annual meeting. Thank you, Ms. Andrews. Please file a copy of the notice and affidavit as to the mailing of the notice and the excerpts from the board meeting setting the date and time of the 2021 annual meeting of stockholders for the minutes of this meeting. Mr. Descovich, will you please present your report of the attendance of this meeting so we may determine whether a quorum is present. Mr. Chairman, there were 51,583,020 shares entitled to vote as of the March 29th, 2021, record date. The proxy committee of the board of directors is acting as proxy and representative of the holders of record of 42,760,504 shares of the common stock of the company Thank you, Mr. Descovich. Based on reports of the corporate secretary and the inspector of election, I find that proper notice has been given and that a majority of the outstanding shares entitled to vote are represented in person or by proxy, and therefore a quorum is present. Accordingly, this meeting has been properly convened. As I previously stated, if you have already voted and do not wish to change your vote, it is not necessary to vote again. If you would like to vote now and have logged into this meeting as a stockholder with your voting control number, click the Vote button located at the bottom right of the webpage and follow the voting instructions. The polls will close after all proposals have been discussed. The proxies solicited by the proxy committee of the board of directors can be tallied at one time, even though they can contain three matters for discussion. Similarly, the ballot that anyone seeks to cast electronically today can be handled in that same manner. Accordingly, I intend to handle each matter separately. After the three proposals have been presented for consideration, we will close the polls and tally the results. Ms. Andrews, were there any stockholder nominations or proposals for business for this meeting properly filed with you as corporate secretary? No, Mr. Chairman. Since no stockholder nominations or proposals were filed with the corporate secretary in advance of this meeting as provided in the bylaws, the business of this meeting is limited to the three matters stated in the proxy statement. As a reminder, if a stockholder would like to ask a question on any of the proposals to be voted on today at today's meeting and have logged into this meeting as a stockholder with your voting control number, you may ask a question at any time by clicking the Q&A button located at the bottom right of the webpage. Type your question and click the Submit button. First matter we will consider today is the election of three directors. The board of directors has nominated Timothy C. Harrison, Karen J. Kessler, and Patrick L. Ryan to serve as directors for terms of three years and until their successors are elected and qualified. All nominees are presently directors of Northfield Bancorp, Inc., and its wholly-owned subsidiary, Northfield Bank. Additional information concerning the principal occupations of the nominees, their service with Northfield Bancorp, Inc. and Northfield Bank, and other matters that may be of interest are contained in the proxy statement. The second matter to be considered at this meeting is an advisory non-binding resolution to approve the executive compensation described in the proxy statement. The following resolution is proposed. Resolved, that the compensation paid to the company's named executive officers, as disclosed in the proxy statement pursuant to Item 402 of the Securities and Exchange Commission Regulation S-K, including the compensation discussion and analysis, compensation tables, and narrative discussion, is hereby approved. The third and final matter to be considered at this meeting is the ratification of the appointment of KPMG LLP as the independent registered public accounting firm for the year ending December 31, 2021. The following resolution is proposed. Resolved, that the appointment of KPMG LLP as the independent registered public accounting firm of Northfield Bancorp, Inc. for the year ending December 31st, 2021, having been presented to and considered at this meeting, is hereby ratified in all respects. I would be glad to respond to any questions on these proposals. Seeing no questions, Mr. Descovich, if you would please close the polls for voting. While the proxies are being tallied, Mr. Jacobs, our Chief Financial Officer, will provide a brief review of the financial results for 2020 and the first quarter of 2021. Mr. Jacobs. Thank you, John. Prior to my overview of the financial results of 2020 and the first quarter of 2021, I will provide our disclosure on forward-looking statements. Other items discussed during the annual meeting may constitute forward-looking statements. These statements are subject to risks and uncertainties, including those described in our filings with the Securities and Exchange Commission. We have no duty to update and do not undertake to update any such forward-looking statements. At this time, I'll discuss our annual results for 2020. Net income for the year was $37.0 million, or $0.76 per share for 2020, compared to $40.2 million or $0.85 per share for 2019. 2020 included merger-related charges of $3.1 million after tax as a result of the Victory State merger completed in July of 2020. The merger added approximately $400 million in assets, $350 million in deposits, and $41 million in equity. 2020 included a $1.6 million after-tax charge related to closing of five branches in the fourth quarter. Lastly, it included an elevated credit expense of approximately $5.8 million after tax as a result of the pandemic. I'll just give a high level of what 2019 also included. 2019 was $3.4 million of book income as a result of insurance proceeds in excess of cash surrender and value of policies. A $1.6 million recovery of a previously charged-off loan and $755,000 after tax and charges related to closing of three branches. I'll discuss the first-2021 results. Net income for the first quarter was $18.7 million, or $0.38 per share for the quarter ending March 31st, 2021, compared to $4.6 million or $0.10 per share for the quarter ending March 31st, 2020. The quarter ending March 31st, 2021, benefited from a couple of one-time items that included a $1.9 million of income on payoffs and two loans acquired as part of our FDIC bank-assisted transaction from 2011. These loans were acquired at a significant discount to their outstanding principal balance. Additionally, we recorded income of $1.3 million as a result of fees earned on PPP loans. Our net interest margin increased to 3.1% for the first quarter of 2021 compared to 2.57% for the first quarter of 2020. The 2021 margin benefited by approximately 25 basis points as a result of the acceleration of the PPP loan income and the pay offs of the loans as part of the FDIC transaction as previously discussed. The quarter ending March 31st, 2020, included elevated credit expenses as a result of the pandemic. These elevated credit expenses resulted in a decrease of income of approximately $0.10 per share. Our deposits, which is key to our franchise, we continue to focus on increasing our non-interest and lower interest-bearing NOW accounts, which now represent over 40% of our deposits. The emphasis on these low-cost deposits has resulted in a decrease in the cost of deposits by 88 basis points to 18 basis points for the first quarter of 2021 as compared to 1.06% for the first quarter of 2020. Additionally, our cost of deposits have declined 10 basis points from the fourth quarter of 2020. Currently, our loan portfolio is approximately 65.4% of multifamily loans, declining from a peak of approximately 67% at the end of 2019. Over the last several years, we've hired several lenders that have concentrated on originating business loans, which include commercial industrial loans and owner-occupied commercial real estate loans to diversify our loan portfolio. While in 2020 we focused on PPP loans, now that the COVID-19 related disruptions are abating, we have turned our attention back to our strategic plan of growing our C&I and owner-occupied CRE. As we continue to grow our loan portfolio, we also continue to underwrite quality assets. As you can see from the slide, we have outperformed our peers in both non-performing assets to total assets and average charge-offs since 2016, with the exception of 2020. During the fourth quarter of 2020, we transferred approximately $19.9 million net of charge-offs of higher risk, predominantly accommodation loans that were modified as a result of COVID-19 to held for sale. The sale was completed in the first quarter of 2021. Absent these loans, our ratios would have been below peers. These are some of the performance indicators where smaller is better. This slide depicts utilization of capital from over 16.3% at the end of 2016 to approximately 13.5% at the end of the first quarter 2021. We continue to evaluate strategies to deploy our capital through organic growth, share repurchases, and increases in our dividends. We currently have approximately $43.4 million remaining of our $54.2 million share repurchase plan announced in March of this year. Additionally, we increased our quarterly dividend to $0.13, which was paid today. Thank you. Thanks, Bill. At this time, I'll turn it over to Steve Klein. Great. Steven M. Klein is President and Chief Executive Officer, and he's going to provide a business strategy update. Steve? Good morning, everyone, and thank you for joining us for Northfield's 14th Annual Meeting of Stockholders. I'd like to take a moment on behalf of my fellow directors and employees to thank John Alexander for his over 20 years of leadership at Northfield. John's commitment, passion, and compassion have made Northfield what it is today, a high-performing institution focused on the people and businesses of the communities we serve. We wish John and his family all the best in the future. The pandemic presented significant challenges for all of us in 2020, but that did not stop or even slow down the Northfield team from our mission to serve our communities. We remained laser-focused on our strategic objectives in 2020, continuing to grow our loan portfolio and providing a much-needed helping hand to businesses and individuals in their time of need, including increasing our lending focus in the areas of C&I and owner-occupied real estate to continue to diversify our loan portfolio. Our lending, business development, and branch teams work closely together to serve our customers and grow our core deposits, especially in the areas of non-interest-bearing demand and transaction accounts. Our operations and technology teams continue to make prudent investments in technology and upgrades to ensure that we meet the needs of our customers, maintain compliance with ever-changing rules and regulations, and manage credit and other significant risks, all while improving the efficiencies and effectiveness of our processes. Our human resources team leads our training and development programs to ensure that our customers receive best-in-class service while we develop our team members into the future leaders of our company. Our marketing team focuses on our message and outreach. To ensure that both internally and externally, we tell the story of Northfield and how important locally grown community banking is. Since 1887, responsibility has been core to Northfield's mission of service to its communities. Our core values of trust, respect, and excellence guide our mission of service and our commitment to environmental, social, and governance matters. I encourage you to review our 2020 annual report to stockholders, which details just some of our grassroots efforts to make a meaningful, positive impact on environmental sustainability, diversity, equity, and inclusion. I began my remarks highlighting the challenges presented by the pandemic and how the Northfield team never stopped focusing on our customers and our communities. Our focus on the safety of our employees and customers, resiliency of our operations, and adaptability of our processes ensured that we continued to serve the needs of our customers without exception. Whether it was around-the-clock processing of paycheck protection loans, developing processes to participate in the Federal Reserve's Main Street Lending Program, or working with business and consumers to modify loan terms, waive fees, or suspend transaction limits on savings and money market accounts, the Northfield team was there, and I'm extremely proud of and grateful to each team member for their hard work and dedication. While challenges, risks, and uncertainties will continue into the future and may very well increase, I'm confident that your company, which it has done since 1887, will continue to be the locally grown choice for community banking to both consumers and businesses. Thank you. Thank you, Steve. Excellent. Good year. A lot of challenges. We will now respond to questions submitted through the web portal from stockholders who have logged into this meeting with their voting control number. I will wait just a minute to see if anyone has any questions. You can submit those by clicking the Q&A button located at the bottom right of the webpage. Type your question and click the submit button. Please include any contact name and other information so we can respond if we don't address it here. I see that we have done a fairly good job here with no questions. With that, as Steve mentioned, I'm retiring after this meeting. I appreciate the kind words from Steve. It has been a privilege and honor to have served as chairman and CEO for over 20 years. Before we hear the report of the Inspector of Election, I want to just thank the many folks who have supported me and helped make Northfield the great institution it is. That thank you starts with the board of directors for their excellent leadership, commitment to the organization, and focus on our strategic direction. That plan is being executed by an experienced and knowledgeable management team that focuses on delivering value to our stockholders and supported by dedicated individuals throughout the organization that are customer-centric. Current members of the board and management were recognized earlier, so I'm going to not do it again, but I want to make special mention of a few individuals who preceded me in retirement and played an important role during my tenure. Paul Prastky, former Chairman, CEO. Al Regen, former President and Director. Director Stanley Applebaum, John DePierro, Susan Lamberti, John Bowen, and executives Ken Doherty, Michael Widmer, Madeline Frank, and probably too many others to mention here. A special thanks to you, our stockholders, who have been so supportive of every initiative we have undertaken. As I told the board when I decided to retire, I have come to appreciate the value of our institution to the community, and I'm proud of the caliber of our personnel and their commitment to providing quality service to all who pass through our doors. Steve Klein has been selected by the board to succeed me as Chairman. I wish Steve a great success and have every confidence he will remain the excellent leader I know him to be. With that, I will call on the Inspector of Election, Mr. Descovich. Would you now present your report on the vote? Mr. Chairman, as it relates to the three proposals presented at today's annual meeting of stockholders, one, election of directors Timothy C. Harrison, Karen J. Kessler, and Patrick L. Ryan. Two, approval of an advisory non-binding resolution to approve the executive compensation described in the proxy statement. And three, ratification of the appointment of KPMG LLP as independent registered public accounting firm for the year ending December 31, 2021. I am pleased to report that each of the proposals received an affirmative vote of more than 90% of the shares present and entitled to vote at today's meeting. Thank you, Mr. Descovich. From the report of the Inspector of Election, it is noted that all of the directors nominated by the board have been duly elected. The advisory non-binding resolution to approve the executive compensation described in the proxy statement has been approved, and the appointment of KPMG LLP as independent registered public accounting firm for the year ending December 31, 2021, has been ratified. The report of the Inspector of Election is accepted subject to the final review and verification by Mr. Descovich. Ms. Andrews, please safeguard the ballots, proxies, oath, certificate, and final report of the Inspector of Election upon receipt and maintain them among the records of the company. This concludes the Northfield Bancorp, Inc. 2021 annual meeting of stockholders. Thank you for your participation and commitment to our company. Thank you for attending the 2021 annual meeting of stockholders, Northfield Bancorp, Inc. This meeting
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