Columbia Financial, Inc. 8-K

What Happened
Columbia Financial, Inc. filed an 8‑K reporting that on January 28, 2026 its board approved the promotion of Dennis E. Gibney (age 52) from Senior Executive Vice President & Chief Financial Officer to First Senior Executive Vice President & Chief Banking Officer, effective immediately. In connection with that promotion, the board appointed Thomas Splaine, Jr. (age 60) — previously First Senior Vice President & Chief Accounting Officer — as Executive Vice President & Chief Financial Officer, also effective immediately.

The board also adopted the Columbia Financial, Inc. 2026 Phantom Stock Plan on January 28, 2026, a cash‑settled, share‑value‑linked incentive plan intended to align employees’ interests with shareholders and reward long‑term performance. The company will file the full plan as an exhibit to its 2025 Form 10‑K.

Key Details

• Board action date: January 28, 2026; press release dated January 29, 2026 (Exhibit 99.1).
• Dennis Gibney: new base salary $700,000; PAIP (annual incentive) increased to 70% of base salary; LTIP (long‑term incentive) increased to 100% of base salary.
• Thomas Splaine: new base salary $425,000; PAIP and LTIP each set at 50% of base salary.
• 2026 Phantom Stock Plan: grants cash‑settled phantom stock units equal to the fair market value of a share at vesting (Nasdaq last sale price or Compensation Committee valuation); administered by the Compensation Committee; awards may be performance‑based and are subject to the company’s LTIP terms.
• Company discloses no related‑party or family arrangements involving either officer and no additional transactions reportable under Item 404(a) of Regulation S‑K.

Why It Matters
Leadership changes put experienced finance executives in roles that oversee both banking operations (Gibney) and corporate finance/accounting (Splaine), which can affect strategic and financial execution. The material increases in base pay and incentive opportunities reflect expanded responsibilities and will affect the company’s compensation expenses and incentive payouts. The new Phantom Stock Plan creates a cash‑settled, equity‑linked vehicle to retain and reward employees and align them with company performance, though it does not issue actual shares (cash settlement). Investors should note these are governance and compensation developments; the filing does not report operating results or changes to guidance.