Form 8-K - Current report

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of Earliest Event Reported): November 25, 2024

Columbia Financial, Inc.

(Exact Name of Registrant as Specified in its Charter)

Delaware			001-38456			22-3504946
(State or other jurisdiction			(Commission			(IRS Employer
of incorporation)			File Number)			Identification Number)

19-01 Route 208 North, Fair Lawn, New Jersey 07410

(Address of principal executive offices)

[phone]

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class			Trading symbol(s)			Name of each exchange on which registered
Common stock, $0.01 par value per share			CLBK			The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On November 25, 2024, Columbia Financial, Inc. (the “Company”), the parent company of Columbia Bank (the “Bank”), issued a press release announcing that Matthew Smith has been appointed as Senior Executive Vice President and Chief Operating Officer of the Company and the Bank effective as of November 25, 2024. The Company previously disclosed the retirement of E. Thomas Allen, Jr., the current Senior Executive Vice President and Chief Operating Officer of the Company and the Bank, effective as of January 31, 2025.

Mr. Smith, age 41, served as the Chief Digital Banking Officer and Head of Enterprise Product, Marketing and Transformation at Webster Bank from February 2022 until November 2024. Prior to that time, Mr. Smith served as Head of Digital Banking and Banking as a Service at Sterling National Bank from January 2020 to February 2022 (when Sterling National Bank was acquired by Webster Bank) and Chief Product and Marketing Strategy Officer of Sterling National Bank from October 2017 to January 2020.

There are no family arrangements between Mr. Smith and any director or executive officer of the Company or the Bank, and there are no arrangements or understandings with any person pursuant to which Mr. Smith has been selected to serve as Senior Executive Vice President and Chief Operating Officer of the Company and the Bank. Except as described herein, there have been no transactions directly or indirectly involving Mr. Smith that would be required to be disclosed pursuant to Item 404(a) of Regulation S-K of the Securities and Exchange Commission.

A copy of the press release announcing Mr. Smith’s appointment as Senior Executive Vice President and Chief Operating Officer is included as Exhibit 99.1 hereto and is incorporated herein by reference.

Employment Agreement with the Company and the Bank

Effective as of his appointment as Senior Executive Vice President and Chief Operating Officer, Mr. Smith entered into a two-year employment agreement with the Company and the Bank. On April 1, 2025, the term of the employment agreement will be extended through April 1, 2027, and on April 1, 2026, and each April 1st thereafter the term of the agreement will be extended by 12 months, in each case unless the disinterested members of the Board of Directors of the Company and the Bank or Mr. Smith shall have provided notice to the other party at least 60 days before such date that the term shall not be extended.

The employment agreement provides that Mr. Smith will receive an initial base salary of $410,000, to be reviewed annually by the Compensation Committee of the Board of Directors (the “Compensation Committee”), and a sign-on bonus of $75,000. In addition to base salary, the agreement provides that Mr. Smith will be eligible to participate in the short-term and long-term incentive compensation plans of the Company and the Bank. Mr. Smith will also be entitled to participate in any fringe benefit arrangements made available to the Company’s and the Bank’s executive leadership team. In addition, the agreement provides for reimbursement of reasonable travel and other business expenses incurred in connection with the performance of Mr. Smith’s duties.

Under the employment agreement, subject to approval by the Compensation Committee, Mr. Smith will be granted equity awards in March 2025 under the Company’s 2019 Equity Incentive Plan, as set forth in the Company’s 2025 Long Term Incentive Program with a target opportunity of 60% of Mr. Smith’s 2025 base salary, which will consist of a mix of performance-vested restricted stock, time-vested restricted stock and time-vested nonqualified stock options. In addition, for the completed fiscal year commencing on January 1, 2025, and each other completed fiscal year commencing during the term of the employment agreement, Mr. Smith will have the opportunity to earn an annual bonus pursuant to the Bank’s Performance Achievement Incentive Program or any successor plan thereto (the “PAIP”), as the terms of the PAIP may be revised from time to time, based on achievement of annual performance goals established by the Board of Directors of the Bank in its discretion with a target amount determined annually based on review of market data for similarly situated executives (a “Target Bonus”). For the year commencing January 1, 2025, Mr. Smith’s Target Bonus will be equal to 60% of his base salary as in effect on the effective date of the employment agreement, subject to approval of the Compensation Committee in December 2024.

Termination Without Cause. If Mr. Smith’s employment is terminated by the Company or the Bank during the term of the employment agreement, without cause, but excluding termination for cause or due to death or disability, Mr. Smith will be entitled to a payment equal to one times the sum of: (i) his annual base salary plus (ii) his target annual bonus in effect on the termination date. If Mr. Smith timely and properly elects continued Bank-provided group health plan coverage under the Consolidated Omnibus Reconciliation Act of 1985, as amended (“COBRA”), the Bank will reimburse Mr. Smith the amount equal to the monthly COBRA premium paid by Mr. Smith for such coverage less the active employee premium for such coverage for a period of 12 months or such lesser period as may be required under COBRA.

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Termination Without Cause or Resignation for Good Reason Upon a Change in Control. If Mr. Smith’s employment is terminated during the term of the employment agreement by the Company or the Bank without cause, including a resignation for good reason (as defined in the agreement), within 24 months after a change in control (as also defined in the agreement), Mr. Smith will be entitled to a payment equal to a multiple of two times the sum of: (i) his annual base salary (or his base salary in effect immediately before the change in control, if higher) plus (ii) his annual target bonus (or his target bonus in effect immediately before the change in control, if higher). The severance payment shall also include a sum equal to prior year bonus in a lump sum on the date on which the annual bonus would have been paid to Mr. Smith but for Mr. Smith’s termination of employment. In addition, Mr. Smith shall receive a lump sum payment equal to the cost of providing continued medical, vision and dental coverage for 24 months following termination less the active employee charge for such coverage in effect on the termination date.

Termination as a Result of Disability or Death. Under the employment agreement, if Mr. Smith’s employment terminates as a result of disability, the employment agreement will terminate and Mr. Smith will receive an amount equal to one times the sum of his base salary and target bonus in effect on the termination date less the amount expected to be paid to Mr. Smith under the Bank’s long term disability plan. If Mr. Smith dies while employed, (i) he will remain entitled to life insurance benefits pursuant to the Bank’s plans, programs, arrangements, and practices in this regard and (ii) the Bank will pay to his designated beneficiary an amount equal to one time the sum of Mr. Smith’s base salary and target bonus in effect on the termination date.

The Company will file a copy of the employment agreement as an exhibit to its Annual Report on Form 10-K for the year ending December 31, 2024.

Item 9.01 Financial Statements and Exhibits

    

        (d) Exhibits

Exhibit Number						Description
99.1						Press release dated November 25, 2024
104						Cover Page Interactive Data File (embedded within the Inline XBRL document)

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SIGNATURE

    Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunder duly authorized.

Date:

November 25, 2024

/s/Dennis E. Gibney

Dennis E. Gibney

Senior Executive Vice President and Chief Financial Officer

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COLUMBIA FINANCIAL, INC.

ANNOUNCES APPOINTMENT OF

NEW SENIOR EXECUTIVE VICE PRESIDENT

AND CHIEF OPERATING OFFICER

Fair Lawn, New Jersey, November 25, 2024 — Columbia Financial, Inc. (Nasdaq: CLBK) (the “Company”), the mid-tier holding company for Columbia Bank (the “Bank”), announced today that Matthew Smith has been appointed as Senior Executive Vice President and Chief Operating Officer of the Company and the Bank effective as of November 25, 2024. The Company previously disclosed the retirement of E. Thomas Allen, Jr., the current Senior Executive Vice President and Chief Operating Officer of the Company and the Bank, effective as of January 31, 2025.

Mr. Smith served as the Chief Digital Banking Officer and Head of Enterprise Product, Marketing and Transformation at Webster Bank from February 2022 until November 2024. Prior to that time, Mr. Smith served as Head of Digital Banking and Banking as a Service at Sterling National Bank from January 2020 to February 2022 (when Sterling National Bank was acquired by Webster Bank) and Chief Product and Marketing Strategy Officer of Sterling National Bank from October 2017 to January 2020.

Thomas J. Kemly, President and Chief Executive Officer of the Company and the Bank, said on the appointment: “Matthew has a proven track record of driving innovation and growth in banking operations, and we are pleased to welcome him to the Company and the Bank. We look forward to working with Matthew as part of our executive leadership team in an effort to continue to provide quality and convenient products and services to our customers.”

Mr. Kemly continued, “We also extend our deepest appreciation to Tom Allen for his three decades of dedicated service to the Bank. Tom’s expertise and commitment have been instrumental in the continued success of the Company and the Bank and we wish him all the best on his well-deserved retirement.”

About Columbia Financial, Inc.

Columbia Financial, Inc. is a Delaware corporation organized as Columbia Bank's mid-tier stock holding company. Columbia Financial, Inc. is a majority-owned subsidiary of Columbia Bank, MHC. Columbia Bank is a federally chartered savings bank headquartered in Fair Lawn, New Jersey that operates 68 full-service banking offices and offers traditional financial services to consumers and businesses in its market area.

Forward-Looking Statements

Certain statements herein constitute forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Exchange Act and are intended to be covered by the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Such statements may be identified by words such as “believes,” “will,” “would,” “expects,” “projects,” “may,” “could,” “developments,” “strategic,” “launching,” “opportunities,” “anticipates,” “estimates,” “intends,” “plans,” “targets” and similar expressions. These statements are based upon the current beliefs and expectations of the Company’s management and are subject to significant risks and uncertainties. Actual results may differ materially from those set forth in the forward-looking statements as a result of numerous factors. Factors that could cause such differences to exist include, but are not limited to, adverse conditions in the capital and debt markets and the impact of such conditions on the Company’s business activities; changes in interest rates, higher inflation and their impact on national and local economic conditions; changes in monetary and fiscal policies of the U.S. Treasury, the Board of Governors of the Federal Reserve System and other governmental entities; the impact of legal, judicial and regulatory proceedings or investigations, competitive pressures from other financial institutions; the effects of general economic conditions on a national basis or in the local markets in which the Company operates, including changes that adversely affect a borrowers’ ability to service and repay the Company’s loans; the effect of acts of terrorism, war or pandemics,, including on our credit quality and business operations, as well as its impact on general economic and financial market conditions; changes in the value of securities in the Company’s portfolio; changes in loan default and charge-off rates; fluctuations in real estate values; the adequacy of loan loss reserves; decreases in deposit levels necessitating increased borrowing to fund loans and securities; legislative changes and changes in government regulation; changes in accounting standards and practices; the risk that goodwill and intangibles recorded in the Company’s consolidated financial statements will become impaired; cyber-attacks, computer viruses and other technological risks that may breach the security of our systems and allow unauthorized access to confidential information; the inability of third party service providers to perform; demand for loans in the Company’s market area; the Company’s ability to attract and maintain deposits and effectively manage liquidity; risks related to the implementation of acquisitions, dispositions, and restructurings; the risk that the Company may not be successful in the implementation of its business strategy, or its integration of acquired financial institutions and businesses, and changes in assumptions used in making such forward-looking statements which are subject to numerous risks and uncertainties, including but not limited to, those set forth in Item 1A of the Company's Annual Report on Form 10-K and those set forth in the Company's Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, all as filed with the Securities and Exchange Commission (the “SEC”), which are available at the SEC’s website, www.sec.gov. Should one or more of these risks materialize or should underlying beliefs or assumptions prove incorrect, the Company's actual results could differ materially from those discussed. Readers are cautioned not to place undue reliance on

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these forward-looking statements, which speak only as of the date of this release. The Company disclaims any obligation to publicly update or revise any forward-looking statements to reflect changes in underlying assumptions or factors, new information, future events or other changes, except as required by law.

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Cover Page Cover Page	Jul. 29, 2020
Cover [Abstract]
Document Type	8-K
Document Period End Date	Nov. 25, 2024
Entity Registrant Name	Columbia Financial, Inc.
Entity Incorporation, State or Country Code	DE
Entity File Number	001-38456
Entity Tax Identification Number	22-3504946
Entity Address, Address Line One	19-01 Route 208 North
Entity Address, City or Town	Fair Lawn
Entity Address, State or Province	NJ
Entity Address, Postal Zip Code	07410
City Area Code	800
Local Phone Number	522-4167
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common stock, $0.01 par value per share
Trading Symbol	CLBK
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false
Amendment Flag	false
Entity Central Index Key	0001723596

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