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.

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

April ~~28, 2023~~26, 2024

Dear Shareholder:

You are cordially invited to attend the 2024 Annual Meeting of Shareholders (the “Annual Meeting”) 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,~~Thursday, June ~~7, 2023~~6, 2024, 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 your participation in the meeting.

Sincerely,

Thomas J. Kemly

President and Chief Executive Officer

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

NOTICE OF ~~2023~~2024 ANNUAL MEETING OF SHAREHOLDERS
~~Wednesday,~~Thursday, June ~~7, 2023~~6, 2024
10:00 a.m., Eastern Time

Virtual Meeting Access:

The ~~2023~~2024 Annual Meeting of Shareholders (the “Annual Meeting”) of Columbia Financial, Inc. (the ~~“Annual Meeting”~~“Company”) 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/~~CLBK2023~~CLBK2024 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, ~~2023.~~2024.

•

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 April ~~21, 2023.~~15, 2024.

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.

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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
Executive Vice President,
Corporate Governance &
Culture, Corporate Secretary

Fair Lawn, New Jersey
April ~~28, 2023~~26, 2024

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Shareholders to be held on June ~~7, 2023~~6, 2024

This proxy statement and the Company’s Annual Report on Form 10-K for the year ended December 31, ~~2022~~2023 are available online at http://ir.columbiabankonline.com.

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	Page No.
PROXY SUMMARY		1
~~VOTING AND MEETING INFORMATION~~		1
~~Who is Eligible to Vote~~		1
~~Advance Voting Methods~~		1
~~Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting~~		1
~~Ballot Items~~		2
~~Director Nominees~~		2
~~Compensation Matters — Executive Summary~~		2
~~Corporate Governance~~		3
~~Board Composition~~		3
~~Environmental, Social and Governance~~		4
~~Information About the Annual Meeting and Voting~~		4
~~PROXY STATEMENT~~		5
INFORMATION ABOUT THE MEETING		5
Time and Location		5
Who Can Vote at the Annual Meeting		5
Advance Voting Methods		5
Attending the Annual Meeting		5
Vote Required		65
Effect of Not Casting Your Vote		6
Voting by Proxy		6
Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting		7
Participants in the Bank’s ESOP and 401(k) Plan		7
CORPORATE GOVERNANCE		8
General		8
Code of Ethics and Business Conduct		8
Director Independence		8
Board Leadership Structure		8
Board Oversight of Risk		9
Meetings and Committees of the Board of Directors		9
Nominating/Corporate Governance Committee Procedures for Shareholder Director Nominations		12
Board Self-Assessment		13
Board Education		13
Attendance at the Annual Meeting		13
Diversity, Equity and Inclusion Policy		13
Board Diversity Matrix		13
~~Environmental, Social~~ and ~~Governance~~Skills		14
~~PROPOSAL 1 - ELECTION OF DIRECTORS~~Corporate Responsibility		15
DIRECTOR COMPENSATION		18
Elements of Director Compensation		18
2023 Director Compensation		19
~~Nominations~~PROPOSAL 1 — ELECTION OF DIRECTORS		20
Nominees for Directors		2021
Continuing Directors		22
COMPENSATION DISCUSSION AND ANALYSIS		2425
Executive Summary		2425
2023 Business Highlights and Results		25
Executive Compensation Philosophy		27
Elements of 2023 Executive Compensation Program		27
Compensation Tied to Performance		28
“Say on Pay Vote” ~~and Shareholder Alignment~~Results		2629
Our Executive Compensation Program		29
Our Executive Compensation Governance and Practices		29
Peer Group and Benchmarking		31
2023 Compensation		32
Other Compensation Programs and Policies		35
Compensation Committee Report		37

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	Page No.
~~Executive Compensation and Shareholder Engagement~~		26
~~Executive Compensation Philosophy~~		26
~~2022 Executive Compensation Components~~		27
~~Important Corporate Governance Policies~~		27
~~Factors for Determining Compensation Role of Compensation Committee~~		28
~~Role of CEO and Management~~		29
~~Role of Independent Compensation Consultants~~		29
~~Risk Considerations in Our Compensation Program~~		29
~~Peer Group and Benchmarking~~		30
~~Employment Agreements with our NEOs~~		30
~~Elements of 2022 Compensation Program~~		31
~~Base Salary~~		32
~~Short-Term Incentives~~		32
~~Long-Term Equity Incentives~~		34
~~Retirement Benefits and Deferred Compensation~~		35
~~Other Benefits~~		35
~~Employment Agreements with Named Executive Officers~~		36
~~Additional Compensation Practices and Policies Clawback Policy~~		36
~~Stock Ownership Guidelines~~		36
~~Anti-Hedging and Pledging Policies~~		36
~~No Tax Gross Ups~~		36
~~Perquisites~~		37
~~Tax and Accounting Considerations~~		37
~~Compensation Committee Report~~		37
EXECUTIVE COMPENSATION		38
Summary Compensation Table		38
Grants of Plan Based Awards		39
Outstanding Equity Awards at ~~2022~~2023 Fiscal Year End		4041
Option Exercises and Stock Vested		4142
Pension Benefits		4142
Nonqualified Deferred Compensation		4243
Summary of Executive Employment Agreements and Potential Payments Upon Termination or Change in Control		4445
Tabular Information Regarding Potential Payments to Executives Upon Termination or a Change in Control		47
Pay Versus Performance		4849
~~Financial Performance Measures~~		50
~~Relationship Between~~CEO Pay ~~and Financial Performance~~		50
~~Pay~~ Ratio		50
~~DIRECTOR COMPENSATION~~		51
~~Elements of Director Compensation~~		51
~~2022 Director Compensation~~		52
PROPOSAL 2 -— RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM		5253
Audit and Non-Audit Fees		53
Pre-Approval of Services by the Independent Registered Public Accounting Firm		53
Audit Committee Report		5354
PROPOSAL 3 -— ADVISORY VOTE ON EXECUTIVE COMPENSATION		5455

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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” or the “Board.” 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 ~~2022~~2023 performance, please review the Company’s Annual Report on Form 10-K for the year ended December 31, ~~2022~~2023 (the “Annual Report”).

~~VOTING AND MEETING INFORMATION~~This Proxy Statement is furnished in connection with the solicitation of proxies by the Board of Directors to be used at the 2024 Annual Meeting of Shareholders (the “Annual Meeting”) and at any postponements or adjustments thereof.

Voting and Meeting Information

Please carefully review the proxy materials for the ~~2023~~ Annual Meeting, ~~of Shareholders (the “Annual Meeting”),~~ which will be a “virtual meeting” to be held on June ~~7, 2023~~6, 2024, 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 April ~~21, 2023~~15, 2024 (the “Record Date”). On the Record Date, there were ~~105,776,914~~104,975,806 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 5 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 April ~~28, 2023.~~26, 2024.

This Proxy Statement and our Annual Report are available to shareholders online at
http://~~ir.columbiabankonline.com~~.ir.columbiabankonline.com.

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Ballot Items

Shareholders are being asked to vote on the following proposals at the Annual Meeting:

					Board Recommendation
		PROPOSAL 1 — Election of Directors (page 1920) To elect three directors to serve for a term of three years			FOR

		PROPOSAL 2 — Ratification of the Appointment of Independent Auditors (page 5253) To ratify the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the year ending December 31, ~~2023~~2024			FOR

		PROPOSAL 3 — Advisory Vote on Executive Compensation (page 5455) To approve, on an advisory basis (non-binding), the compensation of the Company’s named executive officers			FOR

Director Nominees (page 2021)

The following table provides summary information about each director nominee:

Name
Age(1)
Independent Director Since
Committee
Memberships(2)

Michael Massood, Jr. 69 Yes 2003 A, NOM, R
Elizabeth E. Randall 69 Yes 2003 COM, NOM. R
Daria S. Torres 48 Yes 2021 A, NOM, R

Name

Age(1)

Independent

Director Since

Committee Memberships(2)

Noel R. Holland

Yes

1995

A, COM, NOM, R, SP, T

Lucy Sorrentini

Yes

2020

A, COM, R, SP

Robert Van Dyk

Yes

1994

COM, NOM, R, SP

(1)

As of April ~~3, 2023.~~15, 2024

(2)

A = Audit Committee; COM = Compensation Committee; NOM = Nominating/Corporate Governance Committee; R = Risk Committee; T = Technology Committee; SP = Operations and Strategic Planning Committee

Compensation Matters — Executive Summary (page 2425)

The Compensation Discussion and Analysis (“CD&A”) included in this Proxy Statement provides information about our executive compensation philosophy and objectives and the process governing our named executive officers’ ~~2022~~2023 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~~three 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~~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. Other than the equity awards made to the Company’s new Executive Vice President, Operations, the Company did not make any new cash or equity awards in 2022 to2023, our named executive officers received cash awards under our short-term incentive plan and equity awards under our 2023 – 2025 long-term incentive ~~plans.~~plan, 50% of which are performance based restricted stock, 25% of which are time based vested restricted stock and 25% of which are time based vested non-qualified stock options.

Details of our executive compensation philosophy, objectives, process, and decisions can be found under the CD&A section of this Proxy Statement.

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Corporate Governance (page 8)

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 1314) 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:

~~Average Tenure – 14 years~~ [MISSING IMAGE: bc_tenure-4c.jpg]

~~Average Age – 64 years~~ [MISSING IMAGE: bc_boardage-4c.jpg]

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~~Environmental, Social and Governance~~Corporate Responsibility (page 1415)

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 5)

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 ~~2024~~2025 Annual Meeting of Shareholders can be found in the “Other Information” section of the Proxy Statement.

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~~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”~~meeting,” which will be held on ~~Wednesday,~~Thursday, June ~~7, 2023~~6, 2024 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 April ~~28, 2023~~.26, 2024.

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~~Record Date, April ~~21, 2023 (the “Record Date”).~~15, 2024. 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 ~~105,776,914~~104,975,806 shares of common stock outstanding and entitled to vote at the Annual Meeting, including ~~76,016,254~~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 ~~76,016,254~~76,016,524 shares, or ~~71.9%~~72.4%, of the Company’s outstanding common stock as of April ~~21, 2023.~~15, 2024.

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/~~CLBK2023~~CLBK2024 on ~~Wednesday,~~Thursday, June ~~7, 2023,~~6, 2024, 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

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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

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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. ToThis proposal will be approved ~~the proposal requires the affirmative vote of a majority of~~if the votes cast ~~online during~~“for” the ~~virtual meeting or by proxy, at~~proposal exceed the ~~Annual Meeting.~~votes cast “against” the proposal.

•

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. ToThis proposal will be approved ~~the proposal requires the affirmative vote of a majority of~~if the votes cast ~~online during~~“for” the ~~virtual meeting or by proxy, at~~proposal exceed the ~~Annual Meeting.~~votes cast “against” the proposal.

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,~~Consequently, 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

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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.

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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

It is anticipated that the Notice will be mailed to shareholders on or before April ~~28, 2023.~~26, 2024.

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, as amended (the “ESOP”) and/or if you hold shares of Company common stock through the Columbia Bank Savings and Investment Plan (the “401(k) Plan”) (collectively referred to as the “Tax-Qualified Plans”), you will receive aone or more proxy ~~card~~cards that ~~reflects~~reflect all shares of Company common stock you may vote under the ~~plans.~~Tax-Qualified Plans, as well as shares of Company common stock (if any) held independent of the Tax-Qualified 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 Company will direct the trustee ~~will~~to vote all shares for which it does not receive timely instructions 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 1, 2023.~~May 31, 2024.

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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 SEC.

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 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 Chair of the Board and President and Chief Executive Officer enhances Board independence and oversight. Moreover, the separation of the positions of Chair 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 Chair of the Board to lead the 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 Chair of the Board and Thomas J. Kemly serves as President and Chief Executive Officer.

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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. All members of the Company’s Board of Directors also serve on the Bank’s Board of Directors. In the fiscal year ended December 31, ~~2022,~~2023, the ~~Boards~~Board of Directors of the Company held one regular meeting and the Board of Directors of the Bank ~~each~~ held 8three regular meetings ~~in 2022~~ and the Boards of Directors of the Company and the Bank held 3five joint regular board meetings. In ~~2022,~~2023, the Boards of Directors of the Company and the Bank held 6five joint special meetings and the Board of Directors of the Bank held 3three special meetings. 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~~and the Bank maintain an Audit Committee, a Compensation Committee, a Nominating/Corporate Governance Committee, a Risk Committee, an Operations and Strategic Planning Committee and a ~~Risk~~Technology 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~~the Audit Committee Charter, the Compensation Committee Charter and the Nominating/Corporate Governance Committee Charter is available in the Investor Relations section of the Company’s website at http://ir.columbiabankonline.com.

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The following table identifies our standing committees and their members as of the Record Date. All members of each committee listed below are independent in accordance with the listing standards of the Nasdaq Stock Market, Inc., except for Thomas J. Kemly.

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Director

Audit
Committee

Compensation
Committee

Nominating/
Corporate
Governance
Committee

Risk
Committee

Technology
Committee

Operations/
Strategic
Planning
Committee

Noel R. Holland

✓

✓ *

✓

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 ~~2022: 8~~2023: 7
		Michael Massood, Jr. (Chair) Noel R. Holland James M. Kuiken Lucy Sorrentini 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. The Board of Directors has determined that Michael Massood, Jr. is an audit committee financial expert under the rules of the Securities and Exchange Commission. All members of the Audit Committee are independent and meet the additional Nasdaq and SEC independence standards for Audit Committee members.

		Compensation Committee				Meetings During ~~2022: 11~~2023: 7
		Elizabeth E. Randall (Chair) Noel R. Holland James M. Kuiken Lucy Sorrentini Robert Van Dyk				The 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) administering the Company’s incentive compensation and equity-based plans; reviewing and making recommendations to the Board of Directors regarding employment or severance arrangements or plans; (v) 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

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		Compensation Committee (cont’d)
						or plans; (v) 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; (vi) 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; (vii) approving equity awards as permitted by the terms of any equity based plan; (viii) reviewing and making recommendations to the Board of Directors with respect to the compensation of the Company’s non-employee directors; (ix) developing a succession plan for our executive officer positions, reviewing it periodically and developing and evaluating potential candidates for succession; (x) oversight of our policies and strategies relating to human capital management; and (xi) reviewing the Compensation Committee’s performance and the adequacy of its charter on an annual basis. All members of the committee are ~~independent.~~independent and meet additional Nasdaq and SEC independence standards for Compensation Committee members.

		Nominating/Corporate Governance Committee				Meetings During ~~2022: 4~~2023: 5
		Robert Van Dyk (Chair) Noel R. Holland Michael Massood, Jr. Elizabeth E. Randall Daria S. Torres				The 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; (viii) providing for orientation of new board members and continuing education and development opportunities for board members; and (ix) reviewing the Nominating/Corporate Governance Committee’s performance and the adequacy of its charter on an annual basis. All members of the committee are independent.

		Risk Committee				Meetings During ~~2022:~~2023: 4
		Noel R. Holland (Chair) Thomas J. Kemly James M. 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. All members of the committee are independent, except for Mr. Kemly.

Additionally, the Board of Directors maintains a Technology Committee and an Operations and Strategic Planning Committee, each of which are joint committees of the Company and the Bank. The Technology Committee provides oversight of the Company’s technology operations, including oversight of the Company’s information security and cybersecurity risk management. The Operations and Strategic Planning Committee provides oversight of the Company’s strategic planning initiatives, including oversight of the Company’s strategic plan.

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		Technology Committee				Meetings During 2023: 4
		Noel R. Holland (Chair) James M. Kuiken Michael Massood, Jr. Daria S. Torres Paul Van Ostenbridge				The Technology Committee oversees the Company’s technology operations, including oversight of the Company’s information security and cybersecurity risk management. All members of the committee are independent.

		Operations and Strategic Planning Committee				Meetings During 2023: 4
		Paul Van Ostenbridge (Chair) Noel R. Holland Elizabeth E. Randall Lucy Sorrentini Robert Van Dyk				The Operations and Strategic Planning Committee oversees the Company’s strategic planning initiatives, including oversight of the Company’s strategic plan. All members of the committee are independent.

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; risk management expertise; information technology and digital experience; 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 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

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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 Chair of the Nominating/Corporate Governance Committee, care of the Corporate Secretary, at the main office of the Company:

The name of the person recommended as a director candidate;

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;

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;

As to the shareholder making the recommendation, the name and address, as they appear on the

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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

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 of the Board’s effectiveness each year. The ~~self-assessment~~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 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 ~~2022,~~2023, 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 ~~2022~~2023 annual meeting of shareholders.

Diversity, Equity and Inclusion Policy

The Company’s Board of Directors has adopted a Diversity, Equity 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

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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, equity 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, equity and inclusion across the Company with a focus on achieving sustained results, value, and impact.

Board Diversity Matrix and Skills

The following matrix ~~provides information regarding~~shows the diversity of the members of the Company’s Board of Directors, as ~~of April 3, 2023, including~~required by the Nasdaq Listing Rules:

Board Matrix	As of April 15, 2024	As of April 3, 2023
Total Number of Directors	9	9
Demographic Background
African American	1	1
White/Caucasian	7	7
Hispanic/Latino	1	1
Gender Identity
Male	6	6
Female	3	3

The matrix below identifies certain ~~types~~skills of ~~knowledge, skills, experiences, and attributes (including those derived from technical or managerial expertise and those derived through working knowledge) possessed by~~ one or

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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.

Knowledge, Skills and Experience 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 •
White/Caucasian • • • • • • •
Hispanic/Latino •
Gender
Male • • • • • •
Female • • •
Board Tenure
Years 28 17 3 20 20 3 2 29 4

Knowledge, Skills and Experience

Holland

Kemly

Massood

Randall

Kuiken

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

•

~~Environmental, Social and Governance~~

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Knowledge, Skills and Experience

Holland

Kemly

Massood

Randall

Kuiken

Sorrentini

Torres

Van
Dyk

Van
Ostenbridge

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

•

Board Tenure

Years

Corporate Responsibility

The Nominating/Corporate Governance Committee is responsible for reviewing the Company’s 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 is designated with the oversight of human capital management, including diversity, equity and inclusion (“DEI”).

To support ESG initiatives, the Company has an ESG Committee, which is chaired by the Executive Vice President, Corporate Governance & Culture, 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

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citizen and assist with the ESG strategies of the Company and the Bank. ~~We anticipate publishing~~In April 2024, the Company published its first Corporate Responsibility Report which sets forth our ESG accomplishments for 2023. A copy of this report is available on the Investors Relation section of our website at ir.columbiabankonline.com, which report is not deemed to be a ~~corporate responsibility report later~~part of, or incorporated by reference into, this ~~year.~~proxy statement.

Some of our key ESG accomplishments and practices in 2023 are noted below.

Our Commitment to Our ~~Employees~~Communities

~~We consider our employees~~Community Development

Columbia Bank is committed 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.

~~Attracting and Retaining Top Talent~~. 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. In order to retain our talented workforce, we provide a competitive compensation and benefits program to help meetmeeting the needs of ~~our employees. We also offer annual incentive programs to further reward our employees based on their performance.~~

~~Employee Volunteer Programs. We encourage our employees to get involved~~the communities it serves, consistent with ~~their communities and through “Team Columbia” our employees participate in many outreach programs and volunteer events.~~

~~Employee Recognition. We host various employee events such as~~its responsibilities under the ~~Annual Service Awards Dinner,~~ Community ~~Service Dinner, and other events to further promote our culture and to provide opportunities for employee engagement, both in person and through virtual events.~~

~~Learning and Development~~Reinvestment Act (“CRA”). Our ~~employees receive continuing education courses that~~priorities are ~~relevant to~~affordable housing, community service, economic development and revitalization and stability in the ~~banking industry and their job function within the Company. To support our communication and training initiatives, in addition to in-person training,~~communities we ~~maintain a Learning Management System, a virtual classroom and an eLearning authoring tool that allows all job functional and soft skills training to be offered at a distance for all employees.~~serve.

~~Internship and Development Programs~~. We run an annual Summer Internship Program and an Associate Development Program. We source candidates through New Jersey state school partnerships, on-line forums and soliciting local students participating in Diverse Student Body organizations throughout the state. We also leverage partnerships with historically Black colleges and universities to introduce more diversity to banking.

~~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. In addition to the Associate Development Rotation Program for recent college graduates, we offer a Career Development Program for rising stars, Leadership Development Program in support of building our leadership pipeline, and the Stonier/Wharton School Program.

~~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.

~~Additional disclosures about human capital management can be found in our 2022 Annual Report on Form 10-K filed with the SEC.~~

~~Our Commitment to Diversity, Equity, and Inclusion~~Affordable Housing

Our DEI strategy focuses on increasing representation, education, teamwork and collaboration. We believe that diversity is a core tenet of our future success. We look to develop a diverse employee base to better reflect our customer base and local community 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.

•

Under our Affordable Housing Program, we provide discounted interest rates and no PMI payments for low and moderate income (“LMI”) borrowers seeking to purchase a home in a LMI designated area. In 2023, the Bank originated 270 mortgage loans totaling approximately $109 million and 53 consumer loans totaling approximately $3.7 million under this program.

•

We ~~have~~established “Advancing Access” in August of 2023, a ~~DEI Committee,~~special purpose credit program, which is intended to advance access to affordable home loan solutions in majority Black and Hispanic census tracts as defined by the Federal Financial Institutions Examination Council. The Bank originated 43 Advancing Access loans for a ~~Diversity Officer~~total of approximately $16.8 million between August 2023 and ~~an Ambassador group made up~~December of ~~employees across~~ 2023.

•

Columbia Bank Foundation supports programs that provide access to ~~serve as champions~~affordable, sustainable, and safe housing, including temporary housing programs and homeownership opportunities for ~~all diversity events and initiatives offered across~~LMI individuals.

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~~Columbia Bank. The members provide a sounding board for innovative ideas for our DEI mission to ensure we are representing our values and fostering an inclusive culture.~~Community Service

•

~~We practice equity recruiting practices to find top diverse talent and onboard such individuals into the Company.~~

•

~~We include DEI perspectives in our social media, marketing, and branding strategy.~~

•

~~We have eight Employee Resource Groups to further promote an inclusive work environment.~~

As of April 3, 2023, our total employee population is comprised of 60.4% women and 37.3% minorities. The following charts show the diversity of our Board of Directors and officers as of April 3, 2023:

Board Diversity Matrix
Total Number of Directors: 9
Part I: Gender Identity Female
Non
Minority
% of Female
Directors 3 6 33.3%
Part II: Demographic Background Minority
Non
Minority

% of
Minorities

African American or Black 1
Hispanic or Latinx 1
White 7
2 7 22.2%
Senior Policy Executives Matrix
Total Number of Senior Policy Executives: 11
Part I: Gender Identity Female Male % of Female
Senior Policy Executives 3 8 27.3%
Part II: Demographic Background Minority
Non-
Minority

% of
Minorities

African American or Black 1
Hispanic or Latinx 1
White 8
Asian 1
3 8 27.3%

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Senior Vice Presidents and Above Matrix
Total Number of Senior Vice Presidents and Above: 40
Part I: Gender Identity Female Male % of Female
Senior Vice Presidents and Above 12 28 30.0%
Part II: Demographic Background Minority
Non
Minority

% of
Minorities

African American or Black 2
Hispanic or Latinx 2
White 32
Asian 4
8 32 20.0%

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.

~~Our Commitment to Our Communities~~

~~As a Company committed to improving the communities it serves, “Team~~“Team Columbia,” the Company’s volunteering initiative, has a long legacy of giving back to its communities. ~~The Company strives for 100% participation~~In 2023, 99% of employees participated in ~~Team Columbia events from employees, officer and its Board of Directors throughout~~at least one volunteer event, collectively providing over 4,250 volunteer hours during the year. ~~In 2022,~~

•

~~Team Columbia assisted 117 organizations with 215 events and more than 5,440 volunteer hours.~~

•

We ~~conducted 100~~conduct financial literacy presentations to improve financial knowledge within our communities. We act as an annual sponsor for financial literacy education in eight schools and operate a branch at a local school that is staffed by students who can learn financial literacy through their work experience.

•

To support LMI households and underserved communities, Columbia Bank ~~received the New Jersey Bankers Association 2022 Community Service Award,~~offers Forward Checking which ~~recognizes companies that exhibit outstanding efforts~~is a safe and affordable checking product certified by BankOn, Senior Checking Accounts and an Overdraft program designed to ~~improve the lives of New Jersey citizens and the communities in which they live.~~minimize fees.

•

Columbia Bank offers Columbia Cares Non-Profit Checking, which is available to non- profits or 501(c)(3) organizations and ~~the~~ serviced 1,838 non-profit accounts in 2023.

•

Columbia Bank Foundation ~~collectively~~ provided ~~over $3.0~~$2.3 million in donations, sponsorships, and grants ~~to approximately 807 organizations,~~in 2023, with a focus on the following areas: affordable housing, community investment and economic development, financial literacy and education, health and human services, food insecurity, environmental sustainability and the arts.

Economic Development and Community Revitalization

•

Columbia Bank ~~offered Forward Checking which~~ is a ~~safe~~preferred SBA lender and ~~affordable checking product certified by BankOn.~~offers a low-cost Everyday Business Account.

•

Columbia Bank ~~offered~~originated 21 community development loans in 2023, totaling approximately $45.6 million.

Our Employees

•

Based on a recent employee engagement survey, 97% of employees are proud to work at Columbia ~~Cares Non-Profit Checking, which is available~~Bank and 93% recommend the Bank as a great place to ~~non-profits or 501(c)(3) organizations.~~work.

•

~~Columbia Bank continued its participation in~~Our executive leadership team is 30% female and women make up 61% of the ~~State of New Jersey Neighborhood Revitalization Tax Credit Program to support affordable housing in its market area.~~Bank’s total workforce.

•

~~Columbia Bank originated 679 mortgage loans~~37% of our employees identify as being from racial or ethnic minorities.

•

We have eight employee resource groups and, in 2023, over 250 of our 777 employees belonged to ~~low-to-moderate income borrowers and 441 mortgage loans in low-to-moderate census tracts.~~at least one of such groups.

•

We ~~continued~~provide our employees with opportunities to ~~expand our digital banking services in order to enhance the digital banking services provided to our customers.~~

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~~Our Commitment to the Environment~~

~~We believe that we all have a responsibility to reduce our carbon footprint~~advance and ~~improve sustainability. We are mindful of recycling, energy efficiency~~grow their careers with us through talent management, learning and ~~our use of resources. Some of the ways in which we fulfill this responsibility include:~~

•

~~We are not a direct lender to the fossil fuel industry.~~

•

~~We have significantly reduced the use of paper through our digital banking initiatives, including paperless mortgage applications~~development programs, and ~~processes, the utilization of electronic portals rather than paper documents, and incentivizing E-statements.~~

•

~~We conserve energy using building energy management systems and motion sensor lighting controls.~~succession planning.

•

We offer our employees competitive compensation and a ~~hybrid work environment, which decreases employee required commuting by upwards of 50%, thereby decreasing gas consumption and carbon emissions.~~comprehensive benefits program.

~~We continue to explore other ways in which we can reduce our impact on the environment.~~

Our ~~Commitment to~~ Governance

~~The Board of Directors is committed to maintaining high corporate governance standards. We accomplish this through the following:~~•

Of our nine directors, three are women and two identify as being from ethnic or racial minorities.

•

All directors, other than the CEO, are independent based on NASDAQ and SEC requirements.

•

Our Chairperson is independent of management.

•

We have adopted a Code of Ethics and Business Conduct that sets expectations aligned with our core values.

•

We have adopted a Corporate Governance Policy that sets forth our policies for effective governance.

•

We have a robust risk management system and a strong culture of risk management.

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We have strong data privacy and cybersecurity policies and programs.

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Our Planet

•

We are not a direct lender to the fossil fuel industry nor do we have a significant direct environmental impact due to the service-based nature of our business.

•

We conserve energy using building energy management systems and motion sensor lighting controls.

•

We have piloted the use of solar panels in a large regional location and installed electric vehicles chargers at our Corporate Headquarters.

•

We continue to explore other ways in which to implement new strategies to mitigating our environmental impact.

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DIRECTOR COMPENSATION

Elements of Director Compensation

Director Fees. The Board of Directors ~~believes~~determines the compensation of its non-employee directors after considering the recommendation of the Compensation Committee and the Compensation Committee’s independent compensation consultation. The Compensation Committees annually reviews data and analysis provided by its independent compensation consultant to assess the market competitiveness of the compensation structure of our non-employee directors. Following that ~~advancing ESG~~review, the Compensation Committee approves and ~~DEI initiatives, coupled~~recommends to the Board for approval a compensation structure that is intended to provide a mix of cash and equity compensation that is market competitive based on the same peer group that is used by the Compensation Committee when reviewing executive compensation. For fiscal year 2023, the non-employee directors of Columbia Bank received cash compensation for service and attendance as follows:

Board Chair Annual Cash Retainer	$	134,500
Board Annual Cash Retainer	$	67,800
Board Annual Restricted Stock Award	$	50,000
Annual Cash Retainer for Other Committee Chairs:
Audit Committee	$	7,500
Nominating/Corporate Governance Committee	$	2,500
Compensation Committee	$	7,500
Operations and Strategic Planning	$	2,500
Additional Annual Cash Retainer for Committee Members:
Nominating/Corporate Governance Committee	$	5,000
Per Meeting Fees:
Board Chair	$	1,500
Directors (other than Chair of Board)	$	1,300

Board members do not receive any additional compensation as a result of their service as directors of Columbia Bank MHC and, with ~~maintaining proper, transparent governance, will drive long-term benefits~~exception of special meetings of Columbia Financial only, do not receive any additional compensation as a result of their services as directors of Columbia Financial.

Director Stock Ownership Guidelines. Our directors are subject to stock ownership guidelines that require them to hold Company stock with a value equal to three times their annual cash board retainer. All non-employee directors are either in compliance with this requirement or within the phase-in period applicable to new directors.

Director Equity Compensation. Non-employee directors participate in the Company’s equity compensation program and such awards are a key component of each director’s annual compensation. Each non-employee director of the Company received a grant of restricted stock awards in 2023 that vests on the first anniversary of the grant date.

Director Benefits. The Company provides health insurance coverage and limited life insurance coverage for ~~our shareholders, customers, employees and communities.~~directors.

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2023 Director Compensation

The following table sets forth the compensation received by our non-employee directors during the year ended December 31, 2023.

Name	Fees Earned or Paid in Cash ($)(1)		Stock Awards ($)(2)		All Other Compensation $(3)		Total ($)
Noel R. Holland		199,500		50,005		5,626		255,131
James M. Kuiken		114,600		50,005		—		164,605
Michael Massood, Jr.		118,883		50,005		15,403		184,291
Elizabeth E. Randall		118,000		50,005		1,132		169,137
Lucy Sorrentini		113,716		50,005		16,842		180,563
Daria S. Torres		111,383		50,005		9,979		171,367
Robert Van Dyk		110,400		50,005		—		160,405
Paul Van Ostenbridge		106,908		50,005		7,918		164,831

(1)

Includes total cash compensation earned through Board fees, retainers, and committee fees, whether paid or deferred.

(2)

Each non-employee director received a restricted stock award as a component of director compensation of 2,743 shares with a value of $50,005 on June 20, 2023. The award vests on the first anniversary of the grant date. In accordance with SEC disclosure requirements for equity compensation, the reported amount represents the full grant date fair value of each award calculated in accordance with FASB ASC Topic 718. In addition, as of December 31, 2023, each non-employee director other than Ms. Sorrentini, Mr. Kuiken, Ms. Torres, and Mr. Van Ostenbridge held 9,551 shares of unvested restricted stock and 16,659 shares of unvested stock options. As of December 31, 2023, Ms. Sorrentini, Mr. Kuiken, Ms. Torres, and Mr. Van Ostenbridge held 2,743 shares of unvested restricted stock and no outstanding stock options.

(3)

Includes imputed income for bank owned life insurance for Mr. Holland, Mr. Massood, Ms. Randall and Mr. Van Ostenbridge and premiums for health insurance paid by Columbia Bank on behalf of Mr. Massood, Mr. Holland, Ms. Sorrentini, Ms. Torres, and Mr. Van Ostenbridge.

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PROPOSAL 1 — ELECTION OF DIRECTORS

The Company’s Board of Directors consists of nine 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.

At the Annual Meeting, shareholders will be asked to elect three directors to serve for a term of three years to expire at the ~~2026 Annual Meeting~~2027 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 April ~~3, 2023.~~15, 2024. 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.

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Nominations for Directors

		Term Expiring in ~~2023~~
		~~MICHAEL MASSOOD, JR.~~ Age: 69 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.
		~~ELIZABETH E. RANDALL~~ Age: 69 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~~ Age: 48 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.~~

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~~Directors Continuing in Office~~

		~~Term Expiring in~~ 2024
		NOEL R. HOLLAND Age: 7273 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.
		ROBERT VAN DYK Age: 7071 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 chair 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 Age: 5860 Director Since: 2020				Biographical Information: Lucy Sorrentini is a Strategy Consultant and Certified Executive Coach and the Founder and CEO of Impact Consulting, LLC a woman and minority-owned human capital and organizational development consulting firm headquartered in New York. 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. 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 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.

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Directors Continuing in Office

		Term Expiring in 2025
		THOMAS J. KEMLY Age: 6566 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 chair 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 Chair 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.
		JAMES M. KUIKEN Age: 5253 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.

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		Term Expiring in 2025
		PAUL VAN OSTENBRIDGE Age: 7071 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.

		Term Expiring in 2026
		MICHAEL MASSOOD, JR. Age: 70 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.
		ELIZABETH E. RANDALL Age: 70 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.

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		Term Expiring in 2026
		DARIA S. TORRES Age: 49 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.

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COMPENSATION DISCUSSION AND ANALYSIS

~~The following~~Our 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 ~~2022~~2023 compensation for ~~the~~our Named Executive Officers, identified pursuant to the rules of the SEC. This discussion should be read in conjunction with the compensation tables and accompanying narrative starting on page 38. For ~~2022,~~2023, 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 E. 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
~~W. Justin Jennings~~			~~Executive Vice President, Operations~~

Executive Summary

~~2022~~2023 Business Highlights and Results

~~The Company achieved another successful year in 2022.~~ Below ~~are some of the highlights~~is a summary of our financial and operational performance for the year ended December 31, ~~2022~~2023, in support of our strategic plan:

•

We ~~completed the acquisition and integration of RSI Bank, a New Jersey savings bank in the private mutual holding company form of organization, with assets of approximately $595 million.~~

•

We reported annual net income of ~~$86.2~~$36.1 million, or ~~$0.82 per basic share and $0.81 per diluted share, relative to annual net income for 2021 of $92.0 million, or $0.88~~$0.35 per basic and diluted share.

•

Return on average assets and return on average equity for ~~2022~~2032 were ~~0.88%~~0.36% and ~~8.09%~~2.31%, ~~respectively, relative to 1.01% and 8.98%, respectively for 2021.~~respectively.

•

We achieved asset growth of ~~12.8%~~2.3% and deposit growth of ~~5.7%~~2.6%.

•

~~Net interest income grew by 14.4% to $266.8 million.~~

•

Our non-performing assets were ~~0.06%~~0.12% of total assets aton December 31, ~~2022.~~2023.

•

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 ~~4.5~~4.2 million shares of our common stock during ~~2022.~~

•

~~We continued to enhance the diversity of our executive management team and Board of Directors.~~2023.

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The following charts ~~highlight~~summarize our financial performance over the five-year period beginning January 1, ~~2018~~2019 and ending December 31, ~~2022:~~2023:

[MISSING IMAGE: bc_nonperforming-4c.jpg]

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~~“Say on Pay Vote” and Shareholder Alignment~~

On June 22, 2022, 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 99.2% of votes cast, which reflects a strong vote of confidence in our executive compensation program and 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 each of our Named Executive Officer’s total compensation is variable, and performance based.~~

•

~~Short- and long-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.

~~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.~~

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~~2022~~ Executive Compensation ~~Components~~Philosophy

The ~~three primary~~Compensation Committee is committed to providing competitive, market-based total compensation programs that are aligned with our short- and long-term business strategies, tied to the performance of the Company and aligned with the long-term interests of our shareholders. The Compensation Committee achieves these objectives by using a combination of base salary, incentive-based cash awards and equity awards. The Company believes this mix of these compensation elements provide the Company’s NEOs with compensation that is reasonable and competitive within the Company’s market area, consistent with prudent banking practices, and also appropriately reflects the Company’s performance and the individual’s contributions to that performance.

The Company’s compensation philosophy recognizes the importance of individual achievements while also emphasizing overall corporate achievements. As such, our short-term and long-term incentive programs are heavily weighted toward the achievement of specific corporate goals.

In order to achieve these goals and consistent with our philosophy to provide a target reward when the Company meets its goals, our compensation program is comprised of four components: base salary, annual short-term cash incentives, long term equity incentive compensation and benefit programs.

Elements of 2023 Executive Compensation Program

The various elements of our ~~total direct~~2023 compensation program ~~for~~are intended to reflect our ~~NEOs and~~compensation philosophy and: (i) provide an appropriate level of financial certainty through fixed compensation, (ii) ensure that a ~~summary~~significant portion of the ~~actions taken by the Compensation Committee regarding those elements during fiscal year 2022 are set forth below.~~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 Components~~COMPENSATION ELEMENT

Link to Business
and Talent StrategiesPURPOSE

~~2022 Action~~2023
ACTIONS

Base Salary
~~(page~~ 32)

•

~~Competitive base salaries help attract~~Provide financial predictability and ~~retain executive talent.~~stability through fixed compensation;

•

~~Amounts reflect each~~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 ~~experience, performance and contribution to the Company.~~role.

•

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. Following such review, in December 2022 the Compensation Committee set the base salaries for our NEOS for 2023.

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COMPENSATION ELEMENT

PURPOSE

2023
ACTIONS

Short-Term Incentives
(page 32Performance Annual Incentive Program (“PAIP”)

•

~~Focus executives on achieving annual financial results that are key indicators of annual financial~~Align management and ~~operational performance.~~shareholder interests;

•

~~Each NEO has an individual scorecard that sets forth his or her~~Provide appropriate incentives to achieve our annual ~~performance goals.~~operating plan;

•

~~2022 goals were based on financial measures important~~Provide market competitive cash compensation when targeted performance objectives are met;

•

Provide appropriate incentives to ~~our business strategy.~~exceed targeted results; and

•

Pay meaningful incremental cash awards when results exceed target and pay below market cash awards when results are below target.

•

~~Design of the~~The 2023 PAIP (as defined herein) remained consistent with the prior year and included the same three corporate performance measures, while individual scorecards changed as is consistent with past ~~practice and to ensure continued alignment with the Company’s financial and operational goals.~~practice.

•

In March ~~2023,~~2024, the Compensation Committee reviewed and approved all NEO incentive payouts for ~~2022~~2023 based on ~~achievement of~~the extent to which the performance ~~goals.~~goals were achieved.

Long-Term ~~Equity~~ Incentive Compensation
(page 34Plan (“LTIP”)

•

~~Rewards financial results over a period of years that correlate to~~Align management and long-term shareholder ~~value.~~interests;

•

~~Encourages~~Balance the short-term nature of other compensation elements with long-term retention of ~~our~~ executive ~~team through the use of multi-year vesting.~~talent;

•

~~Aligns the compensation interests of~~Focus our executives ~~with~~on the ~~financial interests~~achievement of ~~our shareholders.~~long-term strategies and results;

•

~~Encourages~~Create and sustain shareholder value; and

•

Support the growth ~~in our stock price.~~and operational profitability of the Company.

•

~~Previously~~In May 2023, each NEO was granted equity awards ~~for all NEOs~~under the 2023 LTIP, which consisted of a combination of performance-based restricted stock, ~~time-based~~time-vested restricted stock, and ~~time-based~~time-vested stock options.

•

~~Other than with respect~~The performance awards granted under the 2023 LTIP have a three-year performance period from January 1, 2023 through December 31, 2025.

•

The restricted stock awards and subscription awards are subject to ~~Mr. Jennings, no equity awards were made to our NEOs during 2022.~~three year vesting periods.

~~Important Corporate Governance Policies~~Compensation Tied to Performance

Consistent with our philosophy that a significant portion of the pay of our Named Executive Officer is at-risk compensation, we align the compensation of our executives with the interests of our shareholders by ensuring that a majority of our executive’s pay is at risk and depends on performance.

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“Say on Pay Vote” Results

On June 7, 2023, shareholders voted on a non-binding resolution to approve the compensation for the NEOs, 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.

Our Executive Compensation Program

Our ~~2022~~2023 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~~consultant (see page 2930 below). The Compensation Committee is guided by the following key principles in determining the compensation structure for our executives:

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		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~~recoupment policy				X No tax gross ups X No pledging of our stock X No hedging of our stock 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~~Our Executive Compensation Governance and Practices

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 Compensation 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 ~~2022,~~2023, the Compensation Committee engaged ~~two~~an independent ~~consulting firms, each of~~compensation consultant, which specializes in executive compensation (see page 2930 below).

During ~~2022,~~2023, the Compensation Committee reviewed and approved all aspects of the 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;~~compensation, set salary and incentive compensation ~~levels;~~levels, and reviewed the adequacy and effectiveness of various compensation and benefit plans. The Chair of the Compensation Committee reported the committee actions to the Board following each committee meeting.

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Role of the CEO

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 ~~consultants~~consultant to assess market practices, the mix of fixed and variable compensation, and the levels of compensation for each named executive. The Compensation Committee reviewed and approved individually determined salary increases for the other NEOs as recommended by Mr. Kemly for the ~~2022~~2023 calendar year.

The Compensation Committee reviewed and accepted the self-evaluation (including relevant quantitative and qualitative accomplishments) of Mr. Kemly for the ~~2021~~2022 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 ~~2022~~2023 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

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related to Mr. Kemly’s ~~2022~~2023 compensation opportunities were made independently by the committee in consultation with its independent compensation ~~consultants.~~consultant.

Timing of Executive Compensation Decisions

The Compensation Committee meets throughout the year to, among other things, discuss matters related to executive pay, including the say-on-pay vote results from its annual meeting of shareholders and the reports issued by the proxy advisory firms. At several meetings a year, the Compensation Committee receives input and reports from its independent compensation consultant on best practices for executive pay and emerging trends. In December each year, the Compensation Committee typically reviews benchmarking data for the NEOs and non-employee director compensation at separate meetings, to determine whether any changes should be made to NEO base pay in the coming years as well as whether any changes should be made to the compensation structure of non-employee director compensation. The Compensation Committee also reviews the peer group composition twice each year and makes revisions as determined necessary. In December 2023, the Compensation Committee approved the performance measures and corporate goals for the 2024 PAIP. In March 2024, the Compensation Committee authorized awards under the 2023 PAIP and approved the 2024 LTIP program, metrics, and goals.

Role of ~~CEO~~Independent Compensation Consultant

The Compensation Committee retained the services of an independent compensation consultant, Pearl Meyer (“Pearl Meyer”), to perform a competitive assessment of the Company’s executive and non-employee 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.

In 2023, Pearl Meyer assisted the Compensation Committee in developing a long-term performance-based equity incentive program for 2023.

Representatives of Pearl Meyer attended Compensation Committee and Board meetings during 2023, upon request, to review compensation data and participate in general discussions on compensation and benefits for the NEOs and the Board members. While the Compensation Committee considered input from its compensation consultant when making compensation decisions, the Compensation Committee’s final compensation decisions reflect many factors and considerations.

The Compensation Committee considered the independence of Pearl Meyer under applicable SEC and Nasdaq listing rules and concluded there was no conflicts of interest with respect to either compensation consultant.

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Role of 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~~Peer Group and Benchmarking

The Compensation Committee ~~retained~~believes benchmarking relative to our peers is a useful method to gauge both the ~~services~~compensation level and compensation mix for executives within competitive job markets that are relevant to the Company.

Competitive benchmarking is one of ~~an independent~~many factors considered by the Compensation Committee in making executive compensation ~~consultant, GK Partners (“GK Partners”),~~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 ~~perform~~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 ~~competitive assessment~~reasonable range of financial performance similar to the Company.

Pearl Meyer, at the request of the Compensation Committee, conducted a benchmarking study of NEO 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 2023.

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 2023 executive compensation, the Compensation Committee selected publicly traded financial institutions from the Northeast and ~~director~~Mid-Atlantic regions. The median asset size of the peer group was $12.8 billion as of June 30, 2022, placing the Company at slightly above the 25th percentile in asset size, with an asset size on June 30, 2022, of $9.8 billion. The peer group approved by the Compensation Committee for setting executive compensation ~~programs,~~for 2023 included the following 20 banks, all of which were used in the prior year:

	Atlantic Union Bankshares Corp. (AUB)			Independent Bank Group, Inc. (IBTX)
	Berkshire Hills Bancorp, Inc. (BHLB)			Kearny Financial Corp. (KRNY)
	Brookline Bancorp, Inc. (BRKL)			Lakeland Bancorp, Inc. (LBAI)
	Community Bank System, Inc. (CBU)			NBT Bancorp, Inc. (NBTB)
	ConnectOne Bancorp, Inc. (CNOB)			Northfield Bancorp, Inc. (NFBK)
	Customers Bancorp, Inc. (CUBI)			OceanFirst Financial Corp. (OCFC)
	Dime Community Bancshares, Inc. (DCOM)			Peapack-Gladstone Financial Corp. (PGC)
	Eagle Bancorp, Inc. (EGBN)			Provident Financial Services, Inc. (PFS)
	Flushing Financial Corp. (FFIC)			Sandy Spring Bancorp, Inc. (SASR)
	Independent Bank Corp. (INDB)			WSFS Financial Corp. (WSFS)

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The peer group was also utilized by the Compensation Committee for purposes of determining compensation of non-employee directors for 2023.

2023 Compensation

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 2023, the Compensation Committee reviewed the factors discussed above and determined that base salary increases were appropriate given our strong financial performance in 2022, our relative positioning to our peers and to maintain competitive base salaries. Below are changes to NEO base salaries from 2022 to 2023.

NEO	2022 Base Pay(1)			2023 Base Pay(1)			% Change
Thomas J. Kemly		$	859,850		$	900,000		4.67
Dennis E. Gibney			428,500			445,500		3.97
E. Thomas Allen			487,000			505,000		3.70
John Klimowich			383,000			400,000		4.44
Allyson Schlesinger			400,000			420,000		5.00

(1)

Amounts in table represent NEO base salaries at the end of the period presented.

Annual Incentive Compensation

Performance Achievement Incentive Program. We maintain an annual cash incentive program — the Performance Achievement Incentive Program (“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 2023, the participant’s target incentive opportunity was based on achievement of a combination of overall Company, Bank, department/team, and individual performance goals. Awards to the NEOs are approved by the Compensation Committee.

When designing the 2023 PAIP and when considering whether the target performance metrics for a payout under the 2023 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 2023 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 corporate goals utilized for 2023 did not change from those utilized for the 2022 PAIP, while individual goals did change for 2023 based on the Company’s department priorities for 2023.

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The following table summarizes the thresholds, targets, and maximum parameters and actual 2023 performance for each of the applicable financial metrics selected under the 2023 PAIP:

2023 Performance Measures(1)	Threshold (Dollars in Millions)			Target (Dollars in Millions)			Stretch (Dollars in Millions)			2023 Actual Performance (Dollars in Millions)
Core Net Income of Columbia Bank(2)		$	78.9		$	105.2		$	131.5		$	46.1
Core Efficiency Ratio of Columbia Bank(2)			56.0%			54.0%			52.0%			72.7%
Non-Performing Assets to Total Assets			0.50%			0.25%			0.10%			0.12%

(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 measure 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:

2023 Performance Measures	Mr. Kemly		Mr. Gibney		Mr. Allen		Mr. Klimowich		Ms. Schlesinger
Core Net Income of Columbia Bank(1)		40%		30%		40%		30%		30%
Core Efficiency Ratio of Columbia Bank(1)		40%		30%		40%		30%		30%
Non-Performing Assets to Total Assets		20%		10%		20%		10%		10%
Other(2)		—		30%		—		30%		30%
Total		100%		100%		100%		100%		100%

(1)

See “Annex A — Non-GAAP Financial Measures” for reconciliation to net income and efficiency ratio.

(2)

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.

For purposes of determining the level of achievement for each of the performance measures under the 2023 PAIP, the Compensation Committee reviewed the applicable financial metrics, as derived from our 2023 financial results, and the individual and department metrics. For the 2023 performance year, the Compensation Committee certified achievement of the pre-established performance measures reflected in the table above that were met for the CEO and each of the other NEOs.

After review and discussion, the successful execution of certain individual and departmental strategic objectives in 2023 coupled with achieving one of the corporate goals resulted in payouts ranging between 28.4% and 44.2% of each NEO’s target 2023 PAIP opportunity, as is set forth below.

NEO	Target Opportunity ($)		Payout as a Percentage of Target Opportunity (%)		PAIP Payout ($)
Thomas J. Kemly		675,000		28.4		191,634
Dennis E. Gibney		267,300		39.1		104,515
E. Thomas Allen		328,250		28.4		93,190
John Klimowich		200,000		41.2		82,400
Allyson Schlesinger		252,000		44.2		111,384

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Long-Term Incentive Compensation

For 2023, the Board of Directors of the Company approved the 2023 Long-Term Incentive Program, as recommended by the Compensation Committee. Under the 2023 LTIP, time-vested restricted stock, time-vested nonqualified stock options and performance-vested restricted stock awards were awarded to the Company’s NEOs.

The target long-term incentive opportunity for each NEO under the 2023 LTIP was allocated among performance-based restricted stock (“PRSA”), time-based vested restricted stock (“RSA”) and time-based vested nonqualified stock options (“NQSO”) as follows:

Name	2023 LTIP as a % of Base Salary		Performance Restricted Stock Awards (at Target) (#)		Restricted Stock Awards (#)		Non-Qualified Stock Options (#)
Thomas J. Kemly		112%		26,047		13,023		37,894
Dennis E. Gibney		80%		9,209		4,605		13,398
E. Thomas Allen		80%		10,439		5,220		15,188
John Klimowich		80%		8,269		4,134		12,030
Allyson Schlesinger		80%		8,682		4,341		12,632

2023 – 2025 Performance Restricted Stock Awards. We grant PRSAs to our executives to align pay and long-term financial performance. The PRSAs have a three-year performance period, which will be measured over the period January 1, 2023 through December 31, 2025, with cliff vesting following the end of the performance period.

For 2023, the Compensation Committee selected two performance criteria as the performance metrics for the LTIP: Absolute Core Bank Return on Assets (“ROAA”) and Relative Core Bank Efficiency Ratio.

ROAA will be calculated on a year-by-year basis based on annual performance targets, with the final metric calculated based on the average of the three years performance in the measurement period. ROAA is defined as the ratio that is derived by dividing the Bank’s net income by its total average assets for each fiscal year of the Bank during the performance period, as publicly reported by the Bank. ROAA is weighted at 60%.

The Relative Core Bank Efficiency Ratio will be calculated based on the average performance of the Bank over the three-year measurement period relative to the efficiency ratios achieved by the companies in the KBW Nasdaq Regional Bank Index, as fixed at January 1, 2023. The Efficiency Ratio will be calculated by dividing the Bank’s non-interest expense by the sum of the Bank’s net interest income plus non-interest income for each fiscal year of the Bank or portion thereof in the performance period, as publicly reported by the Bank. The Efficiency Ratio is weighted at 40%.

The use of the ROAA metric facilitates alignment of the incentive awards grants with achievement of the Bank’s targets for growth in earnings, over the three-year period. The Relative Core Bank Efficiency Ratio creates alignment with the Bank’s strategic plan to increase revenue faster than operating expenses, as well as to ~~provide guidance~~benchmark this progress against peer banks.

At the end of the three-year performance period, our NEOs can earn between 0% and 150% of the target number of PRSAs granted based on the ~~changing regulatory environment governing executive compensation. The annual executive and director assessments include, but are not limited to, an assessment~~level of achievement of the two metrics. Payouts for intermediate performance level will be determined using straight line interpolation. PRSA awards for the 2023 – 2025 performance period will be settled in the second quarter of 2026, following completion of the Company’s 2025 audited financial ~~performance relative~~statements and review of final peer group financial results.

Restricted Stock Awards. 2023 LTIP time-based restricted stock awards will vest in equal installments over three years, subject to ~~its peers, an assessment~~continued employment with the Company.

Stock Options. 2023 LTIP non-qualified stock option grants will vest in equal installments over three years, subject to continued employment with the Company.

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Other Compensation Programs and Policies

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’s compensation program compared~~Company are eligible 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.participate in these plans, including the NEOs. However, the pension plan was closed to new participants effective October 1, 2018.

In ~~2022,~~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” below.

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).

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 mobile phone charges. See “Executive Compensation — Summary Compensation Table” for detailed information on the perquisites provided to our NEOs.

Employment Agreements

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 ~~also retained Pearl Meyer, an independent~~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 detailed description of our employment agreements with our NEOs, please see the section entitled “Summary of Executive Employment Agreements and Potential Payments upon Termination or Change in Control” beginning on page 45.

Tax Deductibility of Executive Compensation

To the greatest extent possible, we structure our compensation ~~consultant,~~programs in a tax-efficient manner. The Compensation Committee believes that tax deductibility is but one factor to ~~assist it~~consider in developing ~~a long-term performance-based equity incentive program~~an appropriate compensation package for ~~2023.~~

Representatives of GK Partners and/or Pearl Meyer attended Compensation Committee and Board meetings during 2022, upon request, to review compensation data and participate in general discussions on compensation and benefits for the NEOs and the Board members. Whileexecutives. As such, the Compensation Committee ~~considered input from~~reserves and will exercise its discretion in this area to design a compensation ~~consultants when making~~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.

Executive Compensation Policies

Recoupment Policy. The Company has a policy for the recoupment of incentive compensation ~~decisions,~~(the “Recoupment Policy”), which was formerly referred to as our Recoupment Policy, and which was updated in 2023 to comply with the Exchange Act and the Nasdaq Listing Rules.

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The Recoupment Policy provides for the prompt recovery of certain excess incentive-based compensation received during an applicable three-year recovery period by current or former executive officers in the event we are required to prepare an accounting restatement due to material noncompliance with any financial reporting requirement under the securities laws. Triggering events include accounting restatements to correct an error in previously issued financial statements that is material to such previously issued financial statements, or that would result in a material misstatement if the error were corrected in the current period or left uncorrected in the current period. Excess incentive-based compensation for these purposes generally means the amount of incentive-based compensation received by such executive officer that exceeds the amount of incentive-based compensation that would have been received by such executive officer had it been determined based on the restated amounts, without regard to any taxes paid. Incentive-based compensation potentially subject to recovery under the Recoupment Policy is in general limited to any compensation granted, earned, or vested based wholly or in part on the attainment of one or more financial reporting measures.

In general, we may utilize a broad range of recoupment methods under the Recoupment Policy. The Recoupment Policy does not condition recovery on the fault of the executive officer, but we are not required to recoup amounts in limited circumstances where the Compensation ~~Committee’s final compensation decisions~~Committee has made a determination that recovery would be impracticable and where (i) we have already attempted to recover such amounts but the direct expenses paid to a third party in an effort to enforce the Recoupment Policy would exceed the amount to be recovered or (ii) the recovery would cause the non-compliance of a tax-qualified retirement plan under the Internal Revenue Code and applicable regulations. We may not indemnify any such executive officer against the loss of such recovered compensation.

Stock Ownership Guidelines. The Company’s Share Ownership and Retention Policy sets forth stock ownership guidelines that are robust and reflect ~~many factors~~current corporate governance trends. We require our executive officers and ~~considerations.~~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			2x – 3x base salary (depending on date of appointment or hire)
Senior Vice Presidents			1x – 1.5x base salary (depending on date of appointment or hire)
Non-Employee Directors			3x annual cash fees and retainers for service on the Board

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.

Equity Compensation Grant and Award Practices

The Compensation ~~Committee considered the independence of each of GK Partners and Pearl Meyer under applicable SEC and Nasdaq listing rules and concluded there was no conflicts of interest~~Committee’s process with respect to ~~either compensation consultant.~~equity grants is independent of any consideration of the timing of the release of material non-public information, including with respect to the determination of grant dates. Similarly, the Company has never timed the release of material non-public information with the purpose or intent of affecting the value of executive compensation. In general, the release of such information reflects long-established timetables for the disclosure of material non-public information such as earnings releases or, with respect to other events reportable under federal securities laws, the applicable requirements of such laws with respect to the timing of disclosure.

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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 create undesired or unintentional risk of a material nature. 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

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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.

GK Partners, at the request of the Compensation Committee, conducted 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 2022.

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 2022 executive compensation, the Compensation Committee selected publicly traded financial institutions from the Northeast and Mid-Atlantic regions. The median asset size of the peer group was $13.2 billion as of June 30, 2022, placing the Company at slightly above the 25th percentile in asset size, with an asset size at June 30, 2022 of $9.8 billion. The peer group approved by the Compensation Committee for setting executive compensation for 2022 included the following 20 banks, 19 of which were used in the previous year:

	~~Atlantic Union Bankshares Corp.~~			~~Independent Bank Group, Inc.~~
	~~Berkshire Hills Bancorp, Inc.~~			~~Kearny Financial Corp.~~
	~~Brookline Bancorp, Inc.~~			~~Lakeland Bancorp, Inc.~~
	~~Community Bank System, Inc.~~			~~NBT Bancorp, Inc.~~
	~~ConnectOne Bancorp, Inc.~~			~~Northfield 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 Corp.~~			~~Sandy Spring Bancorp, Inc.~~
	~~Independent Bank Corp.~~			~~WSFS Financial Corp.~~

~~The peer group was also utilized by the Compensation Committee for purposes of determining compensation of non-employee directors for 2022.~~

~~Employment Agreements with our NEOs~~

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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 44.

~~Elements of 2022 Compensation Program~~

The various elements of our 2022 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~~ • ~~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;~~

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		~~COMPENSATION ELEMENT~~				~~PURPOSE~~
						• ~~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 2022, the Compensation Committee reviewed the factors discussed above and determined that base salary increases were appropriate given our strong financial performance in 2021, our relative positioning to our peers and to maintain competitive base salaries. Below are changes to NEO base salaries from 2021 to 2022.

NEO
2021 Base Pay(1)

2022 Base Pay(1)
% Change
Thomas J. Kemly $ 818,900 $ 859,850 5.0
Dennis E. Gibney 412,000 428,500 4.0
E. Thomas Allen 472,000 487,000 3.2
John Klimowich 370,000 383,000 3.5
Allyson Schlesinger 380,000 400,000 5.3
W. Justin Jennings(2) — 288,462 —

~~(1)~~

~~Amounts in table represent NEO base salaries at the end of the period presented.~~

~~(2)~~

~~Mr. Jennings began employment with the Company in 2022.~~

~~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

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2022, the participant’s target incentive opportunity was adjusted based on the Bank’s core 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, Bank, department/ team and individual performance goals. Awards to the NEOs are approved by the Compensation Committee.

When designing the 2022 PAIP and when considering whether the target performance metrics for a payout under the 2022 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 2022 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 corporate goals utilized for 2022 did not change from those utilized for the 2021 PAIP.

~~The following table summarizes the thresholds, targets, and maximum parameters and actual 2022 performance for each of the applicable financial metrics selected under the 2022 PAIP:~~

2022 Performance Measures(1)
Threshold
Parameter
(Dollars in
Millions) Target
Parameter
(Dollars in
Millions) Stretch
Parameter
(Dollars in
Millions) 2022
Actual
Performance
(Dollars in
Millions)
Core Net Income of Columbia Bank(2) $ 70.1 $ 87.7 $ 105.2 $ 90.5
Core Efficiency Ratio of Columbia Bank(2) 58.0% 55.0% 52.0% 55.7%
Non-Performing Assets to Total Assets 0.50% 0.25% 0.10% 0.08%

~~(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:~~

2022 Performance Measures Mr. Kemly Mr. Gibney Mr. Allen Mr. Klimowich Ms. Schlesinger Mr. Jennings

Core Net Income of Columbia Bank(1)
40% 30% 40% 30% 30% 30%

Core Efficiency Ratio of Columbia Bank(1)
40% 30% 40% 30% 30% 30%
Non-Performing Assets to Total Assets 20% 10% 20% 10% 10% 10%
Other(2) — 30% — 30% 30% 30%
Total 100% 100% 100% 100% 100% 100%

~~(1)~~

~~See Annex A – Non-GAAP Financial Measures~~ ~~for reconciliation to net income and efficiency ratio.~~

~~(2)~~

~~The “Other” category includes overall individual and/or department performance that is directly relevant~~

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~~to the NEO’s position and the performance of the business unit under their purview and generally relates to non-revenue producing items.~~

For purposes of determining the level of achievement for each of the performance measures under the 2022 PAIP, the Compensation Committee reviewed the applicable financial metrics, as derived from our 2022 financial results, and the individual and department metrics. For the 2022 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 2022 coupled with the Company’s financial performance resulted in payouts ranging between 86.91% and 104.21% of each NEO’s target 2022 PAIP opportunity, as is set forth below.

NEO Target Opportunity
($) Payout as a Percent of
Target Opportunity
(%)
Thomas J. Kemly 611,439 104.21
Dennis E. Gibney 281,267 96.81
E. Thomas Allen 346,306 104.21
John Klimowich 209,501 101.91
Allyson Schlesinger 262,560 86.91
W. Justin Jennings 157,788 96.81

~~The actual dollar amounts earned by our NEOs in fiscal year 2022, pursuant to the 2022 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 2022, the Company made no discretionary bonus payments to the NEOs, other than the sign-on bonus that was paid to Mr. Jennings in connection with his employment by the Company.

~~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 1,897,475 shares remaining available for grant as options as of December 31, 2022. The total number of shares reserved for restricted stock or restricted units is 2,271,427, with 796,303 shares remaining available for grant as restricted stock or restricted units as of December 31, 2022.

~~Other than with respect to Mr. Jennings, who began employment with the Company in 2022, no equity awards were granted to our NEOs in 2022.~~

~~Results of 2019 – 2021 Performance-Based Equity Awards.~~ On July 23, 2019, each of the NEOs were granted shares of performance-based restricted stock which contained both performance and service conditions over a three-year period, other than Mr. Jennings who was not employed by the Company at the time these awards were made. The three-year performance period for the 2019 performance shares concluded on December 31, 2021, with the payout of such awards made on the vesting date, which was July 23, 2022, provided each NEO was employed by the Company on that date. Payout of the award was based 34% on our three-year cumulative core EPS, 33% on core ROAA over the three-year performance period and 33% on NPA to Assets relative to an industry peer group.

~~TABLE OF CONTENTS~~

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 vested for each NEO effective July 23, 2022. See “~~Option Exercises and Stock Vested” on page~~ 41~~, which includes the value of the vested performance awards and vested time-based restricted stock awards.~~

~~Name~~	2019 Performance Shares Earned at 100.00% of Target (#)
~~Thomas J. Kemly~~		~~134,135~~
~~Dennis E. Gibney~~		~~49,038~~
~~E. Thomas Allen~~		~~57,692~~
~~John Klimowich~~		~~38,462~~
~~Allyson Schlesinger~~		~~31,731~~

~~2023 Long-Term Incentive Program Stock Awards.~~ In April 2023, the Board of Directors of the Company approved the 2023 Long-Term Incentive Program, as recommended by the Compensation Committee, pursuant to which time-vested restricted stock, time-vested nonqualified stock options and performance-vested restricted stock awards will be granted to the Company’s NEOs by the Compensation Committee.

Time-based restricted stock and time-based nonqualified stock option awards granted under the program will vest in three equal installments beginning on the first anniversary of the grant date as long as the executive remains continuously employed by the Company.

The performance-vested restricted stock awards granted under the program will provide for the following three-year metrics, which will be measured over the period January 1, 2023 through December 31, 2025:

~~Performance Metrics~~	Incentive Weighting
~~Absolute Core Bank Return on Assets~~		60%
~~Relative Core Efficiency Ratio~~		40%

The number of shares of performance-vested restricted stock earned will be based on the Bank’s achieved Absolute Core Return on Assets for the Performance Period and the Relative Core Efficiency Ratio for the Performance Period relative to the efficiency ratios achieved by the companies in the KBW Nasdaq Regional Bank Index, as fixed on January 1, 2023.

Performance-vested awards earned on the basis of these performance metrics, if any, will vest 100% in the first quarter of 2026, following completion of the Company’s 2025 audited financial statements and review of final peer group financial results. Payout as a percentage of target under each of the performance metrics ranges from 0% of target to 150% of target.

~~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~~

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~~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 Employment Agreements and Potential Payments upon Termination or Change in Control” beginning on page~~ 44.

~~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 audited 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~~			~~2x – 3x base salary (depending on date of appointment or hire)~~
~~Senior Vice Presidents~~			~~1x – 1.5x base salary (depending on date of appointment or hire)~~
~~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 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, 2022, 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

~~TABLE OF CONTENTS~~

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 (“covered employees”). 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~~

•

~~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~~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:

Elizabeth E. Randall,
~~(Chair)~~ Chair
Noel R. Holland
James M. Kuiken
Lucy Sorrentini
Robert Van Dyk

March ~~27, 2023~~25, 2024

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 ($)(7)		Total ($)			Year		Salary ($)(1)		Bonus ($)		Stock Awards ($)(2)		Option Awards ($)(3)		Non-Equity Incentive Plan Compensation ($)(4)		Change in Pension Value & Nonqualified Deferred Compensation Earnings ($)(5)		All Other Compensation ($)(6)		Total ($)
Thomas J. Kemly		2022		859,850		—		—		—		637,181		—		165,618		$	1,662,649		2023		878,064		—		622,776		207,659		191,634		1,672,739		122,783		3,695,655
President and Chief Executive Officer		2021		818,900		—		—		—		765,160		366,796		181,080			2,131,936		2022		859,850		—		—		—		637,181		—		165,618		1,662,649
President and Chief Executive Officer		2020		825,577		—		—		—		890,236		1,751,023		151,035			3,617,871		2021		818,900		—		—		—		765,160		366,796		181,080		2,131,936
Dennis E. Gibney		2022		428,500		—		—		—		272,294		—		62,210		$	763,004		2023		436,933		—		220,195		73,421		104,515		107,929		53,704		996,697
Executive Vice President and Chief Financial Officer		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
EVP, Chief Financial Officer																					2022		428,500		—		—		—		272,294		—		62,210		763,004
EVP, Chief Financial Officer																					2021		412,000		—		—		—		334,029		56,107		74,510		876,646
E. Thomas Allen, Jr.		2022		487,000		—		—		—		360,885		—		94,106		$	941,991		2023		495,289		—		249,604		83,230		93,190		662,229		72,711		1,656,253
Senior Executive Vice President and Chief Operating Officer		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
SEVP, Chief Operating Officer																					2022		487,000		—		—		—		360,885		—		94,106		941,991
SEVP, Chief Operating Officer																					2021		472,000		—		—		—		441,025		175,097		98,168		1,186,290
John Klimowich		2022		400,000		—		—		—		213,502		—		53,191		$	666,693		2023		392,307		—		197,704		65,924		82,400		625,391		48,031		1,411,757
Executive Vice President and Chief Risk Officer		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
EVP, Chief Risk Officer																					2022		383,000		—		—		—		213,502		—		53,191		649,693
EVP, Chief Risk Officer																					2021		370,000		—		—		—		240,408		238,927		63,452		912,787
Allyson Schlesinger		2022		428,500		—		—		—		228,191		—		73,330		$	730,021		2023		411,923		—		207,587		69,223		111,384		83,281		54,045		937,443
Executive Vice President, Head of Consumer Banking		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
W. Justin Jennings		2022		288,462		50,000		405,011		270,002		152,754		—		33,285		$	1,199,514
Executive Vice President, Operations Officer
EVP, Head of Consumer Banking																					2022		400,000		—		—		—		228,191		—		73,330		701,521
EVP, Head of Consumer Banking																					2021		380,000		—		—		—		294,737		73,000		77,345		825,082

(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~~Salaries above reflect less than the annual base salary for each executive due to ~~the timing of~~a change in payroll processing that resulted in ~~2020, amounts reflected in the 2020 row reflect~~ one ~~additional~~less pay period ~~than~~captured in ~~typical years.~~2023.

(2)

~~Represents a sign on bonus that was paid to Mr. Jennings in connection with his employment by the Company in 2022.~~

~~(3)~~

Reflects the aggregate grant date fair value of restricted stock awards and performance restricted stock awards granted on ~~March 21, 2022.~~May 1, 2023, although the RSAs are subject to vesting based on continued employment and the number of PRSAs that vest depends on whether we achieve specified performance measures. This amount reflects the total grant date fair value for these restricted stock awards and performance restricted stock awards and does not correspond to the actual value that will be recognized in income by an NEO when received. For 2023, the grant date value of the PRSAs included in this column is based on payout at the target.

~~(4)~~(3)

Reflects the aggregate grant date fair value of stock options granted in ~~2022~~2023 under the ~~2019 Equity Incentive Plan,~~2023 LTIP, calculated in accordance with FASB ASC Topic 718 for stock-based compensation based upon a fair value of ~~$6.51~~$5.48 for each option using the Black-Scholes option pricing model. The NQSOs are subject to vesting based on continued employment. The actual value, if any, realized by a named executive officer from any 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 will be at or near the value estimated above.

~~(5)~~(4)

For ~~2022,~~2023, 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~~Annual Incentive Compensation.” ~~For 2020,~~

(5)

Reflects the actuarial change in ~~addition to awards made~~the present value of the NEOs benefits under the ~~PAIP~~pension plan and the Retirement Income Maintenance Plan. For 2022, the change in pension value was negative 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 terminationeach of the ~~Cash LTIP, Cash LTIP awards were granted annually using a three-year performance period. A participant was eligible~~NEOs and under applicable SEC rules we are required to ~~earn a target Cash LTIP award for a performance period with~~report any negative number as zero in the ~~amount of such awards based on a percentage of the~~above

	~~Page No.~~
STOCK OWNERSHIP		5556
Stock Ownership Tables		5556
Section 16(a) Beneficial Ownership Reporting Compliance		5758
OTHER INFORMATION		5759
Policies and Procedures for Approval of Related Person Transactions		5759
Transactions with Related Persons		5859
Shareholder Proposals and Nominations		5960
Shareholder Communications		5961
Notice and Accessibility of Proxy Materials		6061
Miscellaneous		6061
ANNEX A — NON-GAAP FINANCIAL MEASURES		A-1

	Mr. Kemly			Mr. Gibney			Mr. Allen			Mr. Klimowich			Ms. Schlesinger			Mr. Jennings
Company contribution to ESOP and ESOP SERP(a)		$	110,550		$	51,875		$	63,134		$	42,411		$	47,263		$	23,167
Company matching contributions to 401(k) plan and SIM(b)			9,150			9,150			9,150			9,150			9,150			9,398
Perquisites(c)			26,034			1,185			21,822			1,630			16,917			720
Club dues(d)			19,884			—			—			—			—			—

	Company Contribution to ESOP and ESOP SERP(a)		Company Matching Contributions to 401(k) Plan and SIM(b)		Imputed Income from BOLI		Perquisites(c)
Thomas J. Kemly		92,443		9,900		4,590		15,850
Dennis E. Gibney		42,651		9,900		433		720
E. Thomas Allen, Jr.		51,489		9,900		2,357		8,965
John Klimowich		36,432		9,900		979		720
Allyson Schlesinger		38,495		9,900		—		5,650

Name	Plan Name	Number of Years of Credited Service		Present Value of Accumulated Benefit(1)			Plan Name	Number of Years of Credited Service		Present Value of Accumulated Benefit(1)
Thomas J. Kemly	Columbia Bank Retirement Plan		41.67		$	3,654,108	Columbia Bank Retirement Plan		42.67		$	4,249,801
	Columbia Bank Retirement Income Maintenance Plan		41.67			6,593,509	Columbia Bank RIM		42.67			7,670,555
Dennis E. Gibney	Columbia Bank Retirement Plan		8.50			275,422	Columbia Bank Retirement Plan		9.50			354,057
	Columbia Bank Retirement Income Maintenance Plan		8.50			114,577	Columbia Bank RIM		9.50			143,871
E. Thomas Allen, Jr.	Columbia Bank Retirement Plan		28.25			2,593,028	Columbia Bank Retirement Plan		29.25			3,037,431
	Columbia Bank Retirement Income Maintenance Plan		28.25			1,620,315	Columbia Bank RIM		29.25			1,838,141
John Klimowich	Columbia Bank Retirement Plan		37.17			2,472,264	Columbia Bank Retirement Plan		38.17			2,911,801
	Columbia Bank Retirement Income Maintenance Plan		37.17			510,754	Columbia Bank RIM		38.17			696,608
Allyson Schlesinger	Columbia Bank Retirement Plan		4.25			171,199	Columbia Bank Retirement Plan		5.25			232,913
	Columbia Bank Retirement Income Maintenance Plan		4.25			47,604	Columbia Bank RIM		5.25			69,171
W. Justin Jennings	Columbia Bank Retirement Plan		—			—
	Columbia Bank Retirement Income Maintenance Plan		—			—

Name	Plan	Executive Contributions in Last Fiscal Year			Company Contributions in Last Fiscal Year(1)			Aggregate Earnings in Last Fiscal Year(2)		Aggregate Balance at Last Fiscal Year End(3)			Plan	Executive Contributions in 2023			Company Contributions in 2023(1)		Aggregate Earnings in 2023(2)		Aggregate Balance at 12/31/2023(3)
Thomas J. Kemly	Columbia Bank Savings Income Maintenance Plan		$	74,305		$	5,181		—		$	1,404,400	Columbia Bank SIM		$	131,922		—		—		$	1,596,184
	ESOP Supplemental Executive Retirement Plan(4)			—			89,800		—			570,595	ESOP SERP(4)			—		72,598		—			581,505
Dennis E. Gibney	Columbia Bank Savings Income Maintenance Plan(4)			37,302			7,172		—			255,337	Columbia Bank SIM			12,080		—		—			299,042
	ESOP Supplemental Executive Retirement Plan			—			31,126		—			189,499	ESOP SERP(4)			—		22,806		—			191,859
E. Thomas Allen, Jr.	Columbia Bank Savings Income Maintenance Plan			106,970			6,902		—			240,024	Columbia Bank SIM			28,746		—		—			314,569
	ESOP Supplemental Executive Retirement Plan(4)			—			42,384		—			256,629	ESOP SERP(4)			—		31,643		—			260,516
John Klimowich	Columbia Bank Savings Income Maintenance Plan			21,763			7,212		—			97,253	Columbia Bank SIM			—		—		—			90,412
	ESOP Supplemental Executive Retirement Plan(4)			—			21,661		—			124,142	ESOP SERP(4)			—		16,587		—			127,355
Allyson Schlesinger	Columbia Bank Savings Income Maintenance Plan			54,810			7,304		—			99,724	Columbia Bank SIM			—		—		—			90,293
	ESOP Supplemental Executive Retirement Plan(4)			—			26,514		—			105,657	ESOP SERP(4)			—		18,650		—			112,900
W. Justin Jennings	Columbia Bank Savings Income Maintenance Plan			1,858			—		—			1,835
	ESOP Supplemental Executive Retirement Plan(4)			—			2,276		—			2,270

Board Diversity Matrix
Total Number of Directors: 9
Part I: Gender Identity	Female	Non Minority	% of Female
Directors	3	6	33.3%
Part II: Demographic Background	Minority	Non Minority	% of Minorities
African American or Black	1
Hispanic or Latinx	1
White		7
	2	7	22.2%

Senior Policy Executives Matrix
Total Number of Senior Policy Executives: 11
Part I: Gender Identity	Female	Male	% of Female
Senior Policy Executives	3	8	27.3%
Part II: Demographic Background	Minority	Non- Minority	% of Minorities
African American or Black	1
Hispanic or Latinx	1
White		8
Asian	1
	3	8	27.3%

Senior Vice Presidents and Above Matrix
Total Number of Senior Vice Presidents and Above: 40
Part I: Gender Identity	Female	Male	% of Female
Senior Vice Presidents and Above	12	28	30.0%
Part II: Demographic Background	Minority	Non Minority	% of Minorities
African American or Black	2
Hispanic or Latinx	2
White		32
Asian	4
	8	32	20.0%

NEO	2021 Base Pay(1)			2022 Base Pay(1)			% Change
Thomas J. Kemly		$	818,900		$	859,850		5.0
Dennis E. Gibney			412,000			428,500		4.0
E. Thomas Allen			472,000			487,000		3.2
John Klimowich			370,000			383,000		3.5
Allyson Schlesinger			380,000			400,000		5.3
W. Justin Jennings(2)			—			288,462		—

2022 Performance Measures(1)	Threshold Parameter (Dollars in Millions)			Target Parameter (Dollars in Millions)			Stretch Parameter (Dollars in Millions)			2022 Actual Performance (Dollars in Millions)
Core Net Income of Columbia Bank(2)		$	70.1		$	87.7		$	105.2		$	90.5
Core Efficiency Ratio of Columbia Bank(2)			58.0%			55.0%			52.0%			55.7%
Non-Performing Assets to Total Assets			0.50%			0.25%			0.10%			0.08%

2022 Performance Measures	Mr. Kemly		Mr. Gibney		Mr. Allen		Mr. Klimowich		Ms. Schlesinger		Mr. Jennings
Core Net Income of Columbia Bank(1)		40%		30%		40%		30%		30%		30%
Core Efficiency Ratio of Columbia Bank(1)		40%		30%		40%		30%		30%		30%
Non-Performing Assets to Total Assets		20%		10%		20%		10%		10%		10%
Other(2)		—		30%		—		30%		30%		30%
Total		100%		100%		100%		100%		100%		100%

NEO	Target Opportunity ($)		Payout as a Percent of Target Opportunity (%)
Thomas J. Kemly		611,439		104.21
Dennis E. Gibney		281,267		96.81
E. Thomas Allen		346,306		104.21
John Klimowich		209,501		101.91
Allyson Schlesinger		262,560		86.91
W. Justin Jennings		157,788		96.81

Name	Grant Date		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 ($)		Threshold (#)		Target (#)		Maximum (#)		All Other Stock Awards: Number of Shares of Stock (#)(1)(3)				Exercise or Base Price of Option Awards ($/Sh)		Grant Date Fair Value of Stock and Options Awards ($)(2)(3)
W. Justin Jennings		3/21/22		—		—		—		—		—		—		18,587		—		—		405,011
		3/21/22		—		—		—		—		—		—		—		41,475		21.79		270,002			Grant Date		Estimated Possible Payouts Under Non-Equity Incentive Plan Awards(1)							Estimated Future Payouts Under Equity Incentive Plan Awards(2)						All Other Stock Awards: Number of shares of stock (#)(3)		All Other Stock Awards: Number of Securities Underlying Options(4)		Exercise of Base Price of Option Awards ($/Sh)		Grant Date Fair Value of Stock and Option Awards ($)(5)
																							Threshold ($)		Grant Date			Target ($)		Maximum ($)		Threshold ($)			Target ($)		Maximum ($)			All Other Stock Awards: Number of shares of stock (#)(3)				Exercise of Base Price of Option Awards ($/Sh)		Grant Date Fair Value of Stock and Option Awards ($)(5)

RSA																								05/01/2023		—			—		—		—			—		—	13,023		—		—		207,587
PRSA																								05/01/2023		—			—		—		6,512			26,047		39,070	—		—		—		592,785
Stock Options																								05/01/2023		—			—		—		—			—		—	—		37,894		15.94		207,649
PAIP																										337,500			675,000		1,012,500		—			—		—	—		—		—		—
Dennis E. Gibney
RSA																								05/01/2023		—			—		—		—			—		—	4,605		—		—		73,404
PRSA																								05/01/2023		—			—		—		2,302			9,209		13,814	—		—		—		209,181
Stock Options																								05/01/2023		—			—		—		—			—		—	—		13,398		15.94		73,241
PAIP																										133,650			267,300		400,500		—			—		—	—		—		—		—

	Option 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)			Grant Date		Number of Securities Underlying Unexercised Options Exercisable (#)(1)		Number of Underlying Unexercised Options Unexercisable (#)(1)		Option Exercise Price			Option Expiration Date		Number of Shares Restricted Stock Not Vested(2)		Market Value of Share or Units of Restricted Stock Not Vested(3)			Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Yet Vested (#)(4)		Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(3)
Thomas J. Kemly		07/23/2019		393,883		262,588		$	15.60		07/23/2029		—		$	—		05/01/2023		—		37,894		$	15.94		05/01/2033		—			—		—			—
		07/23/2019		—		—			—		—		53,564			1,159,999
Thomas J. Kemly																		05/01/2023		—		—			—		—		13,023		$	251,083		—			—
																		05/01/2023		—		—			—		—		—			—		39,070		$	753,270
																		07/23/2019		525,176		131,295		$	15.60		07/23/2029		—			—		—			—
																		07/23/2019		—		—			—		—		26,827			517,225		—			—
		07/23/2019		144,000		96,000		$	15.60		07/23/2029		—			—		05/01/2023		—		13,398		$	15.94		05/01/2033		—			—		—			—
		07/23/2019		—		—			—		—		19,616			424,098
Dennis E. Gibney																		05/01/2023		—		—			—		—		4,605			88,784		—			—
																		05/01/2023		—		—			—		—		—			—		13,814			266,334
																		07/23/2019		192,000		48,000		$	15.60		07/23/2029		—			—		—			—
																		07/23/2019		—		—			—		—		9,808			189,098		—			—
		07/23/2019		169,412		112,941		$	15.60		07/23/2029		—			—		05/01/2023		—		15,188		$	15.94		05/01/2033		—			—		—			—
		07/23/2019		—		—			—		—		23,078			498,946
E. Thomas Allen, Jr.																		05/01/2023		—		—			—		—		5,220			100,642		—			—
																		05/01/2023		—		—			—		—		—			—		15,659			301,906
																		07/23/2019		225,882		56,471		$	15.60		07/23/2029		—			—		—			—
																		07/23/2019		—		—			—		—		11,539			222,472		—			—
		07/23/2019		112,941		75,294		$	15.60		07/23/2029		—			—		05/01/2023		—		12,030		$	15.94		05/01/2033		—			—		—			—
		07/23/2019		—		—			—		—		15,385			332,624
John Klimowich																		05/01/2023		—		—			—		—		4,134			79,704		—			—
																		05/01/2023		—		—			—		—		—			—		12,403			239,130
																		07/23/2019		150,588		37,647		$	15.60		07/23/2029		—			—		—			—
																		07/23/2019		—		—			—		—		7,693			148,321		—			—
		07/23/2019		93,177		62,117		$	15.60		07/23/2029		—			—		05/01/2023		—		12,632		$	15.94		05/01/2033		—			—		—			—
		07/23/2019		—		—			—		—		12,693			274,423
W. Justin Jennings		03/21/2022		—		41,475		$	21.79		03/21/2032		—			—
		03/21/2022		—		—			—		—		18,587			401,851
Allyson Schlesinger																		05/01/2023		—		—			—		—		4,341			83,694		—			—
																		05/01/2023		—		—			—		—		—			—		13,023			251,083
																		07/23/2019		124,235		31,059		$	15.60		07/23/2029		—			—		—			—
																		07/23/2019		—		—			—		—		6,347			122,370		—			—

	Option Awards				Stock Awards				Option Awards				Stock Awards
Name	Number of Shares Acquired on Exercise (#)		Value Realized on Exercise ($)		Number of Shares Acquired on Vesting (#)		Value Realized on Vesting(1) ($)		Number of Shares Acquired on Exercise (#)		Value Realized on Exercise ($)		Number of Shares Acquired on Vesting (#)		Value Realized on Vesting ($)(1)
Thomas J. Kemly		—		—		160,962		3,562,089		—		—		26,827		490,129
Dennis E. Gibney		—		—		58,846		1,302,262		—		—		9,808		179,192
E. Thomas Allen, Jr.		—		—		69,230		1,532,060		—		—		11,539		210,818
John Klimowich		—		—		46,154		1,021,388		—		—		7,692		140,543
Allyson Schlesinger		—		—		38,077		842,644		—		—		6,346		115,941
W. Justin Jennings		—		—		—		—

	Thomas J. Kemly			Dennis E. Gibney			E. Thomas Allen, Jr.			John Klimowich			Allyson Schlesinger			W. Justin Jennings
Death:
Employment Agreements(1)		$	1,471,289		$	709,767		$	833,306		$	609,501		$	662,560		$	457,788
Executive Life Insurance			1,580,000			643,000			730,500			600,000			—			—
Performance Achievement Incentive Plan(2)			637,181			272,294			360,885			213,502			228,191			152,754
Equity Awards(3)			—			—			—			—			—			200,925
Total		$	3,688,470		$	1,625,061		$	1,924,691		$	1,423,003		$	890,751		$	811,468
Disability:
Employment Agreements(4)		$	1,471,289		$	709,767		$	833,306		$	609,501		$	662,560		$	457,788
Performance Achievement Incentive Plan(2)			637,181			272,294			360,885			213,502			228,191			152,754
Equity Awards(3)			—			—			—			—			—			200,925
Total		$	2,108,470		$	982,061		$	1,194,191		$	823,003		$	890,751		$	811,468
Retirement:
Employment Agreements		$	—		$	—		$	—		$	—		$	—		$	—
Performance Achievement Incentive Plan(2)			637,181			272,294			360,885			213,502			228,191			152,754
Equity Awards			—			—			—			—			—			—
Total		$	637,181		$	272,294		$	360,885		$	213,502		$	228,191		$	152,754
Involuntary Termination by Company without Cause or Resignation by Executive Officer for Good Reason Prior to Change in Control:
Employment Agreements(5)		$	5,131,547		$	1,772,327		$	2,083,723		$	1,513,003		$	890,751		$	610,542
Performance Achievement Incentive Plan			—			—			—			—			—			—
Equity Awards			—			—			—			—			—			—
Total		$	5,131,547		$	1,772,327		$	2,083,723		$	1,513,003		$	890,751		$	610,542

Name	Expected Post- Termination Payments ($)(1)(4) – (6)			Executive Life Insurance ($)			Performance Achievement Plan ($)(2)			Acceleration of Equity Awards ($)(3)(7)(10)			ESOP SERP ($)(8)			Potential Forfeiture ($)(9)			Total Termination Benefits ($)
Thomas J. Kemly
Death		$	1,575,009		$	1,700,500		$	191,634		$	565,460		$	—		$	—		$	4,032,603
Disability			1,575,009			—			191,634			565,460			—			—			2,332,103
Involuntary termination without cause			4,993,891			—			—			—			—			—			4,993,891
Involuntary or good reason termination after CIC			5,071,122			—			—			2,131,309			1,318,923			(196,476)			8,324,878
Retirement			—			—			191,634			—			—			—			191,634
Dennis E. Gibney
Death			712,800			668,500			104,515			199,934			—			—			1,685,749
Disability			712,800			—			104,515			199,934			—			—			1,017,249
Involuntary termination without cause			1,607,346			—			—			—			—			—			1,607,346
Involuntary or good reason termination after CIC			2,397,376			—			—			765,606			552,671			(186,355)			3,529,298
Retirement			—			—			—			—			—			—			—
E. Thomas Allen, Jr.
Death			833,250			757,500			93,190			226,638			—			—			1,910,578
Disability			833,250			—			93,190			226,638			—			—			1,153,078

									Value of Initial Fixed td00 Investment Based on Cumulative Total Shareholder Return								Summary Compensation Table Total for Chief Executive Officer ($)		Compensation Actually Paid to Chief Executive Officer ($)(1)		Average Summary Compensation Tables Total for NEOs other than CEO ($)(2)		Average Compensation Actually Paid to NEOs other than CEO ($)(2)			Value of Initial Fixed td00 Investment Based on Cumulative Shareholder Return
Year	Summary Compensation Table Total for Chief Executive Officer ($)(1)		Compensation Actually Paid to Chief Executive Officer ($)(2)		Average Summary Compensation Tables Total for NEOs other than CEO ($)(3)		Average Compensation Actually Paid to NEOs other than CEO ($)(3)		Columbia Financial Common Stock ($)		Peer Group Total Shareholder Return ($)(4)		Net Income (in thousands) ($)(5)		Bank Level Core ROAA(6)										Total Shareholder Return ($)			Peer Group Total Shareholder Return ($)(3)		Net Income (in thousands) ($)(4)		Bank Level Core ROAA(5)
2023																		3,695,655		549,639		1,250,538		374,582			114		101		36,086		0.46%
2022		1,662,649		2,257,930		860,245		956,372		128		92		86,173		0.96%		1,662,649		2,257,930		851,145		947,272			128		92		86,173		0.96%
2021		2,131,936		5,339,883		1,034,874		1,913,716		123		110		92,049		1.04%		2,131,936		5,339,883		1,034,874		1,913,716			123		110		92,049		1.04%
2020		3,617,871		250,813		1,243,038		291,576		92		79		57,603		0.73%		3,617,871		250,813		1,243,038		291,576			92		79		57,603		0.73%

	2022 ($)		2021 ($)		2020 ($)		2023 ($)		2022 ($)		2021 ($)		2020 ($)
Total Annual Compensation in Summary Compensation Table		1,662,649		2,131,936		3,617,871		3,695,655		1,662,649		2,131,936		3,617,871
Plus/Minus: Aggregate Change in Pension Value		—		(366,796)		(1,751,023)		(1,672,739)		—		(366,796)		(1,751,023)
Increase/Decrease for “Service Cost” for Pension Plans		(16,229)		31,875		36,431		(43,689)		(16,229)		31,875		36,431
Plus/Minus: Change in Fair Value from prior year-end to current year-end of Awards granted prior to year that were Outstanding and Unvested as of year-end		240,345		3,225,045		(1,057,935)
Plus/Minus: Change in Fair Value from prior year-end to Vesting Date of Awards granted prior to current year that Vested during current year		371,165		317,823		(594,531)
Minus: stock awards reported in Summary Compensation Table								(622,776)		—		—		—
Minus: option awards reported in Summary Compensation Table								(207,659)		—		—		—
Plus/Minus: fair value at covered fiscal year end of unvested stock awards and stock options granted during covered fiscal year								300,557		—		—		—
Plus/Minus: change in fair value at covered fiscal year end of unvested stock awards and stock options granted in any prior fiscal year that remain outstanding								(370,005)		240,345		3,225,045		(1,057,935)
Plus/Minus: change in fair value at vesting date of stock awards granted in any prior fiscal year for which all applicable vesting conditions have been satisfied								(529,705)		371,165		317,823		(594,531)
Compensation Actually Paid		2,257,930		5,339,883		250,813		549,639		2,257,930		5,339,883		250,813

Name	Fees Earned or Paid in Cash ($)		Stock Awards ($)(1)(2)		Option Awards ($)(3)		Nonqualified Deferred Compensation Earnings ($)(4)		All Other Compensation ($)(5)		Total ($)
Frank Czerwinski(6)		43,000		—		—		—		1,920		44,920
Noel R. Holland		176,850		—		—		19,650		5,946		202,446
James M. Kuiken		104,949		49,994		—		—		—		154,943
Michael Massood, Jr.		113,000		—		—		—		15,582		128,582
Elizabeth E. Randall		90,525		—		—		30,175		1,030		121,730
Lucy Sorrentini		57,850		49,994		—		57,850		29,534		195,228
Daria S. Torres		—		49,994		—		105,500		440		155,934
Robert Van Dyk		109,200		—		—		—		—		109,200
Paul Van Ostenbridge		110,500		49,994		—		—		8,827		169,321

Name and Address	Number of Shares Owned(1)		Number of Shares That May be Acquired Within 60 Days by Exercising Options		Name and Address	Number of Shares Owned(1)		Number of Shares That May be Acquired Within 60 Days by Exercising Options
Directors:					Non-Employee Directors:
Noel R. Holland		93,348		49,976	Noel R. Holland		99,576		66,635
Thomas J. Kemly(2)		413,043		393,883	James M. Kuiken		12,864		—
James M. Kuiken		7,103		—	Michael Massood, Jr.		96,666		66,635
Michael Massood, Jr.		90,905		49,976	Elizabeth E. Randall		97,761		45,815
Elizabeth E. Randall		90,274		29,156	Lucy Sorrentini		17,411		—
Lucy Sorrentini		11,650		—	Robert Van Dyk		131,799		66,635
Robert Van Dyk(3)		132,038		49,976	Paul Van Ostenbridge		19,539		—
Paul Van Ostenbridge		13,778		—	Daria S. Torres		23,105		—
Daria S. Torres		10,804		—	Executive Officers:
Executive Officers Who Are Not Directors:					Thomas J. Kemly(2)		521,647		537,807
E. Thomas Allen, Jr.		161,727		169,412	E. Thomas Allen, Jr.		197,678		230,944
Dennis E. Gibney(4)		196,264		144,000	Dennis E. Gibney(3)		229,737		196,466
W. Justin Jennings		17,566		13,825	W. Justin Jennings		26,380		27,650
John Klimowich		100,624		112,941	John Klimowich		130,912		154,598
Oliver E. Lewis, Jr.		35,712		48,605	Oliver E. Lewis, Jr.		65,402		75,002
Manesh Prabhu		4,646		—	Manesh Prabhu		29,873		7,147
Matthew W. Rickert		5,696		—	Allyson Schlesinger		123,656		128,445
Allyson Schlesinger		90,598		93,177	Mayra L. Rinaldi(4)		49,580		42,035
Mayra L. Rinaldi(5)		31,721		29,647	Jenifer W. Walden		20,360		3,913
Jenifer W. Walden		2,160		—	All directors and executive officers as a group (18 persons)		1,893,946		1,649,727
All Directors, Director Nominees and Executive Officers as a Group (19 persons)		1,509,657		1,184,574

	Stock Ownership Plan (ESOP)		Columbia Bank Supplemental Executive Retirement Plan (SERP)		Columbia Bank Savings and Investment Plan (401(k) Plan)		Columbia Bank Savings Income Maintenance Plan		Columbia Bank Stock Based Deferral Plan		Columbia Financial, Inc. 2019 Equity Incentive Plan(a)
Noel R. Holland		—		—		—		—		9,310		13,616
Thomas J. Kemly		5,469		26,392		40,946		41,572		54,759		53,654
James M. Kuiken		—		—		—		—		—		3,393
Michael Massood, Jr.		—		—		—		—		—		13,616
Elizabeth E. Randall		—		—		—		—		4,950		13,616
Lucy Sorrentini		—		—		—		—		5,747		3,393
Daria S. Torres		—		—		—		—		8,517		2,287
Robert Van Dyk		—		—		—		—		—		13,616
Paul Van Ostenbridge		—		—		—		—		—		3,393
E. Thomas Allen, Jr.		5,469		11,870		31,015		1,352		5,584		23,078
Dennis E. Gibney		5,469		8,765		—		—		1,953		19,616
W. Justin Jennings		966		105		—		—		874		12,392
John Klimowich		5,469		5,742		17,151		4,214		4,777		15,385
Oliver E. Lewis, Jr.		4,371		1,649		—		24		2,232		9,269
Manesh Prabhu		—		—		64		—		—		4,564
Matthew W. Rickert		—		—		322		—		505		4,869
Mayra L. Rinaldi		4,656		—		7,251		—		—		4,039
Allyson Schlesinger		4,532		4,887		—		4,683		10,452		12,693
Jenifer W. Walden		—		—		—		—		213		1,947

	For the 12 Months Ended December 31, 2022			For the 12 Months Ended December 31, 2023
Net Income		$	86,802		$	35,828
Plus: loss on sale of securities, net						8,364
Plus: swap fair value depreciation, net						233
Less: appreciation in value of equity securities, net						(544)
Plus: loss on disposal of fixed assets, net						129
Plus: merger expenses, net			1,707			436
Less: gain on sale of securities, net			(156)
Plus: loss on disposal of fixed assets, net			89
Less: appreciation of the value on derivatives, net			(365)
Plus: depreciation in value of equity securities, net			288
Plus: Branch closure, net			199
Plus: Litigation settlements and costs, net			1,952
Plus: severance for staff reduction, net						1,670
Core Net Income		$	90,516		$	46,116

	For the 12 Months Ended December 31, 2022			For the 12 Months Ended December 31, 2023
Bank Net Income		$	86,802		$	35,828
Bank Average Assets			9,461,936		$	10,059,170
Bank ROAA			0.92%			0.36%
Bank Core Net Income		$	90,516		$	46,116
Bank Average Assets			9,461,936		$	10,059,170
Bank Core ROAA			0.96%			0.46%

	For the 12 Months Ended December 31, 2022			For the 12 Months Ended December 31, 2023
Core Efficiency Ratio at Bank Level						72.7%
Efficiency Ratio			57.5%			77.4%
Noninterest Expense		$	164,517		$	175,297
Net Interest Income		$	256,598		$	203,900
Noninterest Income			29,464			22,630
Revenue		$	286,062		$	226,530
Noninterest Expense		$	164,517		$	175,297
Less: loss on disposal of fixed assets						(168)
Less: merger expenses			(2,288)			(565)
Less: branch closure			(266)
Less: Litigation settlements and costs			(2,617)
Less: loss on disposal of fixed assets			(119)
Core Noninterest Expense		$	159,227
Less: severance for staff reduction						(2,166)
Core Noninterest Expenses					$	172,398
Revenue		$	286,062		$	226,530
Less: gain on sale of securities			(209)
Less: appreciation of the value of derivatives			(489)
Plus: depreciation in value of equity securities			385
Plus: loss on sale of securities, net						10,847
Plus: swap fair value depreciation, net						302
Less: appreciation in value of equity securities, net						(705)
Core Revenue		$	285,749		$	236,974
Core Efficiency Ratio			55.7%