We cordially invite you to attend the 2014 Annual Meeting of Stockholders of Northfield Bancorp, Inc., the parent company of Northfield Bank. The Annual Meeting will be held at the Hilton Garden Inn, located at 1100 South Avenue, Staten Island, New York 10314, at 10:00 a.m., local time, on May 28, 2014.

The accompanying Notice of Annual Meeting and Proxy Statement describe the formal business expected to be transacted. During the Annual Meeting we also will report on the consolidated operations of Northfield Bancorp, Inc.

The business to be conducted at the Annual Meeting consists of the election of four directors, the approval of the Northfield Bancorp, Inc. 2014 Equity Incentive Plan, the approval of the Northfield Bancorp, Inc. Management Cash Incentive Plan, the ratification of the appointment of KPMG LLP as independent registered public accounting firm for the year ending December 31, 2014, and the consideration of an advisory, non-binding resolution, with respect to the executive compensation described in the Proxy Statement.

The Board of Directors has determined that the matters to be considered at the Annual Meeting are in the best interest of Northfield Bancorp, Inc., and its stockholders, and unanimously recommends a vote “FOR” each matter to be considered.

Also provided for your review is our Annual Report on Form 10-K for the year ended December 31, 2013, which contains detailed information concerning our activities and operating performance. On behalf of the Board of Directors, I thank you for your continued support.

Notice is hereby given that the 2014 Annual Meeting of Stockholders of Northfield Bancorp, Inc. will be held at the Hilton Garden Inn, located at 1100 South Avenue, Staten Island, New York 10314, at 10:00 a.m., local time, on May 28, 2014.

The Meeting is for the purpose of considering and acting upon:

Any action may be taken on the foregoing proposals at the Annual Meeting on the date specified above, or on any date or dates to which the Annual Meeting may be adjourned. Stockholders of record at the close of business on April 15, 2014, are the stockholders entitled to vote at the Meeting, and any adjournments thereof.

Please vote as promptly as possible by using the Internet or telephone, or by signing, dating, and returning the Proxy Card or voting instruction form, in the postage-paid envelope.

This Proxy Statement is furnished in connection with the solicitation of proxies on behalf of the Board of Directors of Northfield Bancorp, Inc. to be used at the 2014 Annual Meeting of Stockholders of Northfield Bancorp, Inc. (the “Company”), which will be held at the Hilton Garden Inn, located at 1100 South Avenue, Staten Island, New York 10314, at 10:00 a.m., local time, on May 28, 2014, and all adjournments of the Annual Meeting. The accompanying Notice of Annual Meeting of Stockholders and this Proxy Statement are first being made available to stockholders on or about April 25, 2014.

Stockholders who execute proxies in the form solicited hereby retain the right to revoke them in the manner described below. Unless so revoked, the shares represented by such proxies will be voted at the Annual Meeting and all adjournments thereof. Proxies solicited on behalf of our Board of Directors will be voted in accordance with the directions given thereon. You may vote by using the Internet or telephone or by signing, dating, and returning your Proxy Card or voting instruction form to Northfield Bancorp, Inc. Unrevoked proxies we receive that are signed and dated, but contain no instructions for voting, will be voted “FOR” Proposals I, II, III, IV and V, as set forth in this Proxy Statement.

Proxies may be revoked by sending written notice of revocation to the Corporate Secretary of Northfield Bancorp, Inc., M. Eileen Bergin, at the address shown above, or by returning a duly executed proxy bearing a later date by mail as described on your Proxy Card. The presence at the Annual Meeting of any stockholder who had given a proxy shall not revoke such proxy unless the stockholder delivers his or her ballot in person at the Annual Meeting or delivers a written revocation to the Corporate Secretary prior to the voting of such proxy.

Holders of record of our shares of common stock, par value $0.01 per share, as of the close of business on April 15, 2014, are entitled to one vote for each share then held. As of April 15, 2014, there were 54,198,365 shares of common stock issued and outstanding. The presence in person or by proxy of a majority of the outstanding shares of common stock entitled to vote is necessary to constitute a quorum at the Annual Meeting. Abstentions and broker non-votes will be counted for purposes of determining that a quorum is present. A list of such stockholders will be available for inspection at 581 Main Street, Woodbridge, New Jersey 07095 for 10 days prior to the Annual Meeting. The list also will be available for inspection at the Annual Meeting.

As to the election of directors, a stockholder may: vote FOR ALL NOMINEES proposed by the Board; vote to WITHHOLD AUTHORITY FOR ALL NOMINEES; or vote FOR ALL EXCEPT one or more of the nominees being proposed. Directors are elected by a plurality of votes cast, without regard to either broker non-votes, or proxies as to which the authority to vote for the nominees being proposed is withheld.

As to the approval of the Northfield Bancorp, Inc. 2014 Equity Incentive Plan, by checking the appropriate box, a stockholder may: (i) vote FOR the approval; (ii) vote AGAINST the approval; or (iii) ABSTAIN from voting on such approval. The affirmative vote of a majority of the votes cast at the Annual Meeting, without regard to either broker non-votes, or shares as to which the “ABSTAIN” box has been selected on the proxy card, is required for the approval of the Northfield Bancorp, Inc. 2014 Equity Incentive Plan.

As to the approval of the Northfield Bancorp, Inc. Management Cash Incentive Plan, by checking the appropriate box, a stockholder may: (i) vote FOR the approval; (ii) vote AGAINST the approval; or (iii) ABSTAIN from voting on such approval. The affirmative vote of a majority of the votes cast at the Annual Meeting, without regard to either broker non-votes, or shares as to which the “ABSTAIN” box has been selected on the proxy card, is required for the approval of the Northfield Bancorp, Inc. Management Cash Incentive Plan.

As to the ratification of KPMG LLP as our independent registered public accounting firm, a stockholder may: (i) vote FOR the ratification; (ii) vote AGAINST the ratification; or (iii) ABSTAIN from voting on such ratification. The affirmative vote of a majority of the votes cast at the Annual Meeting, without regard to either broker non-votes, or shares as to which the “ABSTAIN” box has been selected on the proxy card, is required for the ratification of KPMG LLP as the independent registered public accounting firm for the year ending December 31, 2014.

As to the advisory, non-binding resolution to approve our executive compensation as described in this Proxy Statement, a stockholder may: (i) vote “FOR” the resolution; (ii) vote “AGAINST” the resolution; or (iii) “ABSTAIN” from voting on the resolution. The affirmative vote of a majority of the votes cast at the Annual Meeting, without regard to either broker non-votes, or shares as to which the “ABSTAIN” box has been selected on the proxy card, is required for the approval of this non-binding resolution. While this vote is required by law, it will neither be binding on Northfield Bancorp, Inc. or the Board of Directors, nor will it create or imply any change in the fiduciary duties of, or impose any additional fiduciary duty on Northfield Bancorp, Inc. or the Board of Directors.

Persons and groups who beneficially own in excess of five percent of our shares of common stock are required to file certain reports with the Securities and Exchange Commission (the “SEC”) regarding such ownership pursuant to the Securities Exchange Act of 1934 (the “Exchange Act”). The following table sets forth, as of April 15, 2014, the shares of our common stock beneficially owned by each person known to us who was the beneficial owner of more than five percent of the outstanding shares of common stock.

The Board of Directors affirmatively determines the independence of each director in accordance with NASDAQ Stock Market rules, which include all elements of independence as set forth in the listing requirements for NASDAQ securities. The Board of Directors has determined that each of the above Directors, other than John W. Alexander and Steven M. Klein, meet the independence standards to serve on the Board of Directors. In addition, the Board of Directors has determined that all of the above directors, other than John W. Alexander, John P. Connors, Jr., and Steven M. Klein, qualify to serve on the Audit Committee and the Compensation Committee pursuant to applicable independence requirements and guidelines of NASDAQ and the rules and regulations of the SEC.

The Board of Directors has also determined that Directors Catino, Chapman, Harrison, Patafio and Scura each meet the qualifications to serve as an “audit committee financial expert” as that term is used in the rules and regulations of the SEC. The Board of Directors has designated Audit Committee members Catino and Scura as “audit committee financial experts.”

The Board of Directors also recognizes the importance of strong independent leadership on the Board. Accordingly, in addition to the Board maintaining a majority of independent directors and independent Nominating and Corporate Governance, Compensation, and Audit Committees, the Board also has designated the position of Lead Independent Director. The Board of Directors believes that the Lead Independent Director structure provides the similar independent leadership, oversight, and benefits for the Company and the Board that would be provided by an independent Chairman. Our Corporate Governance Principles provide that a majority of the independent directors appoint the Lead Independent Director. Currently, Mr. John J. DePierro serves as the Board’s Lead Independent Director. The Lead Independent Director also serves as Chairman of the Nominating and Corporate Governance Committee. The independent directors also have approved a Lead Independent Director Charter delineating the role and responsibilities of the Lead Independent Director, which include the following:

Each Board committee and its chair work closely with the Chief Risk Officer and other members of management in overseeing its assigned risks and each committee receives reports and information regarding risk issues directly from management and, in some cases, the Risk Committee. Each of the Board’s committees is responsible for oversight of specific risks as outlined in each of its charters. In addition, director committee assignments are made with the intention of having directors serve on multiple committees to foster communications and synergies between committees, while reducing redundancies and inefficiencies.

The Board periodically receives reports and information about the Company’s enterprise-wide risk management program directly from the Risk Committee and members of management, including the Chief Risk Officer. The chair of each committee makes periodic reports to the Board of Directors regarding significant activities and actions of their committee, including activities related to risk monitoring and oversight. The reports are discussed and accepted by the Board of Directors, with specific approvals provided for certain actions of the committees.

Related to compensation programs of our employees, the Compensation Committee, in consultation with its third-party independent consultants, and with the assistance of the Chief Risk Officer, the Chief Executive Officer and the President, performed a risk assessment of the Company’s compensation program (including cash incentive compensation) for all employee levels within the Company. The objective of the review was to determine if the compensation programs, at all employee levels, encouraged behaviors that exposed the Company to unacceptable levels of risk in relation to its business model. The review evaluated the balance of compensation elements between cash and equity, fixed versus variable compensation, and long-term versus short-term compensation. The review considered the level of potential cash incentive compensation as compared to base salary, the focus of individual goals, weighting, amount of hold backs, appropriateness of clawbacks, and the balance of such goals, as well as, internal controls in place to mitigate possible high risk behaviors.

Based upon its risk assessment, the Compensation Committee concluded that the compensation programs (including cash incentive compensation) for all employee levels were based on balanced performance metrics that were reasonable in relation to base salary, and promoted disciplined progress towards longer-term strategic goals. The Compensation Committee also concluded that the compensation programs did not motivate improper risk taking, and are not reasonably likely to have a material adverse effect on the Company. The Company will continue to conduct risk assessments and will review our process in light of any new and emerging regulations.

No member of the Board or any committee thereof attended fewer than 75% of the aggregate of: (i) the total number of meetings of the Board of Directors (held during the period for which she or he has been a director); and (ii) the total number of meetings held by all committees of the Board on which she or he served (during the periods that she or he served).

The duties and responsibilities of the Board’s standing committees are as follows:

The Nominating and Corporate Governance Committee consists of Directors DePierro, who serves as Chairman, Catino, and Lamberti. Our Board of Directors has adopted a written charter for the Nominating and Corporate Governance Committee, which is available at our website at www.eNorthfield.com. The Nominating and Corporate Governance Committee met four times during the year ended December 31, 2013.

The duties and responsibilities of the Nominating and Corporate Governance Committee include assisting the Board of Directors in implementing policies and practices related to corporate governance, including:

The Audit Committee consists of Directors Catino, who serves as Chairman, Bowen, Kessler, Lamberti, and Scura. Our Board of Directors has adopted a written charter for the Audit Committee, which is available at our website at www.eNorthfield.com. The Audit Committee met 12 times during the year ended December 31, 2013.

The duties and responsibilities of the Audit Committee include:

The Compensation Committee consists of Directors Scura, who serves as Chairman, Catino, Chapman, and DePierro. Our Board of Directors has adopted a written charter for the Compensation Committee, which is available on our website at www.eNorthfield.com. The Compensation Committee met ten times during the year ended December 31, 2013.

The duties and responsibilities of the Compensation Committee include:

The Risk Committee’s duties and responsibilities include monitoring the Company’s enterprise-wide risk management program as well as reviewing and monitoring interest rate and liquidity risks, strategic planning and capital deployment, annual budgeting, and asset quality (excluding loans). The Risk Committee met five times during the year ended December 31, 2013.

The Loan Committee’s duties and responsibilities include annually reviewing and recommending for approval all of the Company’s policies related to lending; approving or rejecting loans meeting certain amount criteria as described in loan policies; and monitoring loan quality, including concentrations. The Loan Committee met 13 times during the year ended December 31, 2013.

The Compliance Committee’s duties and responsibilities include overseeing the Company’s Bank Secrecy Act/anti-money laundering and consumer compliance programs, assessing the adequacy of consumer compliance controls and internal consumer compliance monitoring, assessing the effectiveness of management policies, procedures, and practices relating to consumer compliance, and advising the Board of Directors as to the status of our consumer compliance program and ongoing developments relating to consumer compliance matters. The Compliance Committee also provides oversight related to our information technology strategy and risks, and compliance with the Community Reinvestment Act. The Compliance Committee met seven times during the year ended December 31, 2013.

The Nominating and Corporate Governance Committee evaluates our current business and strategic plan to determine both the number of directors, and qualifications necessary to properly execute upon the Board’s oversight role. The Committee considers, among other things, the annual self assessment performance results of the Board and its committees, the contributions of each Board member, published board composition survey data and other relevant information pieces. The Committee also consults with its outside corporate and securities counsel, who is expert in corporate governance, as part of this process.

The Nominating and Corporate Governance Committee generally seeks to identify individuals who, at a minimum, satisfy the following criteria:

Specific characteristics that are highly valued by the Committee include relevant and timely experience (both professional and life experiences), commitment to ongoing training and personal development, and ability to promote the interests of the Company, which include involvement in local business, community, and industry groups. The Committee recognizes that each director, and director nominee, is unique and that desired characteristics will be demonstrated at different levels by each individual. The Committee also considers the ability of individuals to work as part of a team to support the strategic initiatives of the Company and whether a candidate satisfies the criteria for “independence” under the NASDAQ corporate governance listing standards.

The Committee does not have a formal policy or specific guidelines regarding diversity among Board members, and generally views and values diversity from the perspective of professional and life experiences, as well as geographic location, representative of the markets in which we do business. The Committee recognizes that diversity in professional and life experiences may include consideration of gender, race, or national origin, in identifying individuals who possess the qualifications that the Committee believes are important to be represented on the Board.

The Committee identifies nominees by first evaluating the current members of the Board of Directors willing to continue in service. Current members of the Board possessing skills and experience that are relevant to the current business and strategic direction of the Company, and who are willing to continue in

service are first considered for re-nomination. The Committee evaluates the value of proven performance and continuity of service by existing members of the Board compared to that of obtaining a new perspective. In addition, the Nominating and Corporate Governance Committee is authorized by its charter to engage a third party to assist in identifying director nominees, if it so chooses.

The following details include for each of the director nominees, and directors continuing in office: their name; age as of December 31, 2013; year in which they first became a director of the Company; year that their term expires; and their business experience for at least the past five years. None of the directors listed below currently serves as a director, or served as a director during the past five years, of a publicly-held entity (other than the Company), with the exception of Mr. Klein who serves on the board of directors of Middlesex Water Company, which is traded on the NASDAQ Stock Market, LLC under the symbol “MSEX”; and Ms. Catino who previously served on the board of directors of Middlesex Water Company, and resigned from the board of directors of Middlesex Water Company effective October 26, 2010. The following also includes the particular experience, qualifications, attributes, or skills considered by the Nominating and Corporate Governance Committee that led the Board to conclude that such person should serve as a director of the Company.

Every three years, director compensation is reviewed in detail by the Compensation Committee, in consultation with the Nominating and Corporate Governance Committee. The Compensation Committee considers, among other things, the size and complexity of the Company, as well as the responsibilities, marketplace availability of necessary skill sets, and the time commitment necessary for the Board, its committees, and its committee chairs, to adequately discharge their oversight role and responsibilities. The Compensation Committee utilizes the assistance of a third-party compensation consultant, Pearl Meyer & Partners (PM&P), and available peer and survey data, regarding director compensation at other comparable financial institutions, as part of this process. For interim years between detailed reviews, the Compensation Committee reviews current market conditions and trends in director compensation in consultation with its third-party compensation consultant. In 2013, the Compensation Committee performed its triennial

detailed review of director compensation. Based on market information reviewed, and the current and anticipated functioning of the board and its committees, adjustments were made to the director compensation structure effective September 1, 2013, as detailed below.

On January 24, 2013, Northfield Bancorp, MHC, completed a mutual-to-stock conversion which resulted in a 1.4029-for-one stock split. All references in this Proxy Statement to shares of Northfield Bancorp, Inc. common stock, including restricted stock, options to acquire Northfield Bancorp, Inc. stock, and stock prices have been adjusted to reflect the stock split.

In December 2008, the stockholders of the Company approved the Northfield Bancorp, Inc. 2008 Equity Incentive Plan. The objective of equity awards is to further align the interests of our employees and directors with those of other stockholders and reward sustained performance. In January 2009, the Compensation Committee granted equity awards to each director, consisting of 38,930 shares of restricted common stock, and 97,220 options to purchase shares of common stock at a price of $7.09 per share, representing the closing price of the Company’s common stock on the grant date. The equity awards vest in equal installments over a five-year period, commencing one year from the date of the grant.

The following table sets forth the Director and committee fee structure for the Board and its standing committees (all of which were due and payable in cash) for the year ended December 31, 2013. Directors who are also employees of the Company receive no additional compensation for service as a director. Attendance fees, and one-fourth of any annual retainer, are paid on a quarterly basis, in arrears, unless a director elects to have such fees or a portion thereof, deferred under our non-qualified deferred compensation plan, described below.

Members of other committees of the Board receive in cash a $1,000 per meeting attendance fee and chairs of such committees receive an annual committee chair retainer of $4,000. Prior to September 1, 2013, other committees of the Board received $850 per meeting fee, and chairs of other committees received annual retainers of $3,000. In addition, the Lead Independent Director receives an annual retainer of $4,000; prior to September 1, 2013, the Lead Independent Director annual retainer was $3,000.

The Company also pays directly or reimburses Directors for normal, customary, and necessary business expenses, which include certain computer equipment, services, and supplies, relevant professional memberships, and participation in professional training seminars.

The following table sets forth for the year ended December 31, 2013, certain information as to the total remuneration we paid or was earned by our directors. Messrs. Alexander and Klein do not receive separate compensation for their service as directors. The “Stock awards,” “Options awards,” “Non-equity incentive plan compensation,” and “Change in pension value and nonqualified deferred compensation earnings” columns have been omitted from the table because no director earned any compensation during the year ended December 31, 2013, of a type required to be disclosed in those columns.

Additionally, at December 31, 2013, each director named in the table, except new directors Harrison, Kessler, and Patafio, held 7,786 unvested shares of restricted stock. As of December 31, 2013, Messrs. Bowen, Chapman, Connors, DePierro, and Scura, Ms. Catino, and Ms. Lamberti each had 77,776 vested but unexercised stock options and 19,444 unvested stock options. As of December 31, 2013, Mr. Regen had 58,332 vested but unexercised stock options, and 19,444 unvested stock options.

The aggregate amount of our outstanding loans to our executive officers and directors and their related entities was $664,726 at December 31, 2013. All such loans were made in the ordinary course of business, were made on substantially the same terms, including interest rates and collateral, as those prevailing at the time for comparable loans with persons not related to Northfield Bank, and did not involve more than the normal risk of collectability or present other unfavorable features. These loans were performing according to their original terms at December 31, 2013, and were made in compliance with federal banking regulations.

Although we do not have a formal written policy regarding director attendance at annual meetings of stockholders, it is expected that Directors will attend these meetings absent unavoidable scheduling conflicts. All Directors attended the 2013 Annual Meeting of Stockholders.

We have adopted a Code of Conduct and Ethics for Senior Financial Officers that is applicable to our chief executive officer, chief financial officer, principal accounting officer, and controller. The Code of Conduct and Ethics for Senior Financial Officers is available on our website at www.eNorthfield.com. Amendments to and waivers of the Code of Conduct and Ethics for Senior Financial Officers will be disclosed on our website, or otherwise in the manner required by applicable law, rule, or listing standard.

We also adopted a Code of Conduct and Ethics that is applicable to all employees, officers, and directors which is available on our website at www.eNorthfield.com. Employees, officers, and directors acknowledge annually that they will comply with all aspects of the Code of Conduct and Ethics for Employees, Officers, and Directors.

The Board of Directors believes that Directors and Executive Officers should own and hold common stock of the Company to further align their interests with the interests of our stockholders. Therefore, the Board has established minimum stock ownership guidelines (the “Guidelines”). The Guidelines are applicable to non-employee Directors and Executive Officers. Executive Officers are defined as the Chief Executive Officer, President, Chief Financial Officer, Chief Operating Officer, Senior Lending Officer, and Senior Operations Officer of the Company. In the event a Director also serves as an Executive Officer of the Company, the Director will be subject to the Executive Officer stock ownership guidelines instead of the Director stock ownership guidelines. As of December 31, 2013, all non-employee Directors and Executive Officers were in compliance with the stock ownership Guidelines, with the exception of Mr. Harrison and Ms. Kessler, each of whom has until September 1, 2016, to achieve compliance with the stock ownership guidelines.

For purposes of meeting the Guidelines, shares owned directly, shares obtained through stock option exercises or pursuant to the Company’s Employee Stock Ownership Plan and 401(k) plan, vested restricted shares and restricted stock units and shares owned indirectly in a trust, by a spouse and/or minor children are defined as “Qualifying Shares.” Shares of stock that Directors and Executive Officers have the right to acquire through the exercise of stock options (whether or not vested) are not included as Qualifying Shares.

Directors of the Company must own Qualifying Shares equal to the greater of (1) the sum of 5,000 shares plus 25 percent of the total number of vested restricted shares granted to them under the Northfield Bancorp Inc. 2008 Equity Incentive Plan; or (2) 10,000 shares. A Director is prohibited from selling any shares of Company stock unless the Director is in compliance with the Guidelines.

Each Executive Officer must own a minimum number of Qualifying Shares with a market value equal to a multiple of such Executive Officer’s base salary, as set forth below, on March 31, 2011, or such later date that they first become an Executive Officer. The market value of the stock is based on the closing price of the Company’s stock on March 31, 2011, or such later date that they first become an Executive Officer. In addition, an Executive Officer must own a minimum of 25 percent of the total number of vested

restricted shares granted to them under the Northfield Bancorp Inc. 2008 Equity Incentive Plan, commencing with the first award after they become subject to the Guidelines. An Executive Officer is prohibited from selling any shares of Company stock unless the Executive Officer is in compliance with these Guidelines.

The applicable ownership level for Directors and Executive Officers must be achieved by the later of March 31, 2011, or three years after the Director or Executive Officer first becomes subject to the Guidelines, and must be maintained thereafter for as long as the individual remains a Director or Executive Officer, until the Director or Executive Officer reaches age 70. To allow for tax and estate planning, the Director or Executive Officer’s level will be capped at age 70, and reduced each subsequent calendar year by 20 percent.

If an Executive Officer’s title changes and the multiple of base salary increases such that the Executive Officer would be subject to a greater ownership requirement, the Executive Officer will have three years to satisfy the additional requirement. If an Executive Officer’s title changes, the overall market value ownership requirement as a multiple of base salary will be recalculated based on the closing price of the Company’s stock on the date the Executive Officer becomes subject to the increased requirement.

If an Executive Officer’s base salary increases subsequent to initially being subject to these guidelines the number of Executive Officer’s Qualifying Shares will not change. The number of Qualifying Shares will not change as a result of fluctuations in the market price of the Company’s stock price, subsequent to the Executive Officer first being subject to the Guidelines.

The Nominating and Corporate Governance Committee will evaluate whether exceptions should be made for any Director or Officer on whom any requirement of the Guidelines would impose a financial hardship or prevent such Director or Executive Officer from complying with a court order.

Each Director’s and Executive Officer’s compliance with or progress towards compliance with the Guidelines will be reviewed annually by the Nominating and Corporate Governance Committee. The Nominating and Corporate Governance Committee shall be responsible for monitoring and interpreting the application of the Guidelines and may amend the Guidelines at any time.

The stockholder’s notice must include (a) as to each person whom the stockholder proposes to nominate for election or reelection as a director all information relating to such person as would be required to be disclosed in solicitations of proxies for the elections of such nominees as directors pursuant to Regulation 14A under the Securities Exchange Act of 1934, as amended, and such person’s written consent

to serve as a director if elected; (b) as to any other business that the stockholder proposes to bring before the meeting, a brief description of such business, the reasons for conducting such business at the meeting and any material interest in such business of such stockholder and the beneficial owner, if any, on whose behalf the proposal is made; (c) as to the stockholder giving the notice and the beneficial owner, if any, on whose behalf the nomination or proposal is made (i) the name and address of such stockholder, as they appear on our books, and of such beneficial owner, (ii) (A) the class, series, and number of shares of the Company that are owned, directly or indirectly, beneficially and of record by each such party, (B) any option, warrant, convertible security, stock appreciation right, or similar right with an exercise or conversion privilege or a settlement payment or mechanism at a price related to any class or series of shares of the Company or with a value derived in whole or in part from the value of any class or series of shares of the Company, whether or not such instrument or right shall be subject to settlement in the underlying class or series of capital stock of the Company or otherwise (a “Derivative Instrument”) directly or indirectly owned beneficially by each such party, and any other direct or indirect opportunity to profit or share in any profit derived from any increase or decrease in the value of shares of the Company, (C) any proxy, contract, arrangement, understanding, or relationship pursuant to which either party has a right to vote, directly or indirectly, any shares of any security of the Company, (D) any short interest (as described in the Bylaws) in any security of the Company held by each such party, (E) any rights to dividends on the shares of the Company owned beneficially directly or indirectly by each such party that are separated or separable from the underlying shares of the Company, (F) any proportionate interest in shares of the Company or Derivative Instruments held, directly or indirectly, by a general or limited partnership in which either party is a general partner or, directly or indirectly, beneficially owns an interest in a general partner and (G) any performance-related fees (other than an asset-based fee) that each such party is directly or indirectly entitled to based on any increase or decrease in the value of shares of the Company or Derivative Instruments, if any, as of the date of such notice, including without limitation any such interests held by members of each such party’s immediate family sharing the same household (which information shall be supplemented by such stockholder or such beneficial owner, as the case may be, not later than 10 days after the record date for determining the stockholders entitled to vote at the meeting; provided, that if such date is after the date of the meeting, not later than the day prior to the meeting); and (iii) whether either such stockholder or beneficial owner intends to deliver a proxy statement and form of proxy to holders of, in the case of a proposal, at least the percentage of the Company’s voting shares required under applicable law to carry the proposal or, in the case of a nomination or nominations, a sufficient number of holders of the Company’s voting shares to elect such nominee or nominees.

The 2015 annual meeting of stockholders is expected to be held May 27, 2015. Advance written notice for certain business, or nominations to the Board of Directors, to be brought before the next annual meeting must be given to us no later than January 26, 2015. If notice is received after January 26, 2015, it will be considered untimely, and we will not be required to present the matter at the stockholders’ meeting.

Nothing in this proxy statement shall be deemed to require us to include in our proxy statement and proxy relating to an annual meeting any stockholder proposal that does not meet all of the requirements for inclusion established by the SEC in effect at the time such proposal is received.

The submission must include the following information:

A nomination submitted by a stockholder for presentation by the stockholder at an annual meeting of stockholders must comply with the procedural and informational requirements described in our Bylaws.

The Corporate Secretary will make those communications that were not forwarded available to the Directors on request.

The business experience for the past five years of each of our executive officers other than Messrs. Alexander and Klein is set forth below. Unless otherwise indicated, executive officers have held their positions for the past five years.

Set forth below is certain information as of December 31, 2013 regarding equity compensation plans that have been approved by stockholders.

The Company’s only equity compensation program that was not approved by stockholders is its employee stock ownership plan.

The Compensation Committee has reviewed and discussed with management, the section included in this proxy statement entitled “Compensation Discussion and Analysis.” Based on this review and discussion, the Compensation Committee recommended to the Board of Directors that the “Compensation Discussion and Analysis” be included in our Proxy Statement. The members of the Compensation Committee are: Patrick E. Scura, Jr., who serves as Chairman, Annette Catino, Gil Chapman, and John J. DePierro.

As part of our transition to a fully public company, our compensation program continues to evolve and is being augmented and modified, as appropriate, to ensure that we attract and retain superior financial services executive talent, and reward sustainable performance within the context of appropriate risk management parameters and safe and sound operation of the Company and its subsidiary, Northfield Bank.

We strive to create a compensation program that rewards performance and the long-term success of the Company. Our compensation program is designed to achieve an appropriate balance between shorter-term and longer-term performance, fixed and performance-based compensation, and cash and equity compensation. A primary objective of our current compensation program is to align the interests of our executives with those of our stockholders. Our 2013 compensation program included competitively benchmarked base salaries, a formal annual cash incentive compensation program directly linked to, among other things, the Company’s strategic objectives, and an equity incentive plan. The Company has remained committed to its disciplined and balanced approach to providing community banking services and utilizes the same philosophy in designing a compensation program that is consistent with effective risk management.

The Compensation Committee also reviews and oversees Northfield Bank’s employee benefit plans. The Committee has a formal charter that describes the Committee’s scope of authority and its duties.

The Compensation Committee consists of four Directors, all of whom are “independent” as set forth in the listing requirements for NASDAQ securities. No member of the Compensation Committee receives compensation related to the activities of the Company, except for services in their capacity as a board

member. The Nominating and Corporate Governance Committee of the Board of Directors evaluates the independence of Committee members at least annually, using the standards contained in NASDAQ listing requirements. This evaluation, and the determination that each member of the Committee is independent, was made most recently in March of 2014.

Executives participate in Committee activities purely in an informational and advisory capacity and have no vote in the Committee’s decision-making process. The Chief Executive Officer and the President and Chief Operating Officer do not attend those portions of Compensation Committee meetings during which their performance is evaluated or their compensation is being determined. In addition, the Compensation Committee meets, as appropriate, without management being present.

For 2013, the Compensation Committee engaged PM&P, an independent compensation consulting firm, as its advisor on executive and Board compensation matters. PM&P assisted the Compensation Committee in the development of the 2013 cash incentive plan and provided the Committee with updates on current executive compensation trends, including those related to employment contracts. The Compensation Committee also engaged the independent consulting firm of Meridian Compensation Partners, LLC (“Meridian”). Meridian provided the Compensation Committee primarily with independent objective consultation on current and emerging equity practices in the financial services industry, in particular, recently converted mutual holding companies such as the Company. The Committee regularly reviews the services provided by its outside advisors. PM&P’s and Meridian’s independence was reviewed against the requirements of the SEC and NASDAQ and found to meet all of the criteria for independence.

For 2013, the Compensation Committee also utilized the firm of Luse Gorman Pomerenk & Schick, P.C. (“Luse Gorman”) to provide consultation regarding legal matters related to the functioning of the Compensation Committee, including review of the Compensation Committee’s charter, interpretation of applicable rules and regulations, and preparation of legal documents pertaining to Named Executive Officer employment and change-in-control agreements, and benefit plans. The Compensation Committee does not utilize Luse Gorman for compensation consultation. The Compensation Committee regularly reviews the services provided by Luse Gorman. Luse Gorman also provides services to the Company related to SEC and regulatory matters and is not deemed to be independent.

Our compensation program is designed to reward the Named Executive Officers based on their level of assigned management responsibilities, individual experience and performance levels, and knowledge of banking and our business. The creation of long-term value is highly dependent on the development and effective execution of our business strategy by our executive officers.

Our 2013 compensation program for our Named Executive Officers included three key components. The first component is base salary, which is designed to provide a reasonable level of predictable income commensurate with market standards for the position held. The second component is an annual cash incentive plan, designed to reward our executives for attaining specific performance goals that support the strategic objectives of the Company. The third component is the vesting of equity incentive awards in the form of Company common stock, and options to purchase Company common stock at a specified price. We also provide benefits and perquisites to the Named Executive Officers at levels that are competitive and appropriate for their roles.

The Compensation Committee approved the following peer group:

PM&P provides high level market trend information including typical base salary movement, incentive targets, and other guidance to update the Committee, as requested.

When evaluating the mix of total compensation, the Compensation Committee considers among other things, general market practices, benchmarking studies conducted by the consultants, the alignment of cash and equity incentive awards with our strategic objectives and Company performance, and the desire to reward performance through incentive compensation within Board-approved risk parameters. The Compensation Committee seeks to create appropriate incentives without encouraging behaviors that result in undue risk. These components are periodically evaluated in relation to benchmark data derived from information reported in publicly-available proxy statements and from market survey data.

Base salary amounts were determined based on a review of peer proxy and survey data provided by PM&P after an analysis of current financial services industry compensation trends. The Compensation Committee reviewed the 50​th percentile of peer proxy and survey data, and a pay range around the median to allow for recognition of each Named Executive Officer’s specific experience, responsibilities and performance, estimated value in the marketplace, and the Committee’s view of each Named Executive Officer’s role in the future success of the Company. Subsequent to the triennial comprehensive competitive compensation review conducted in 2010, salary data was updated by PM&P consistent with market movement to provide appropriate guidelines to the Committee. The Compensation Committee generally targets base salary compensation at the 65​th percentile for each of the Named Executive Officers.

The Committee considered the responsibility, significant experience, contributions, and performance of each Named Executive Officer, their value in the marketplace, and their critical roles in the future successes of the Company, and determined in December, 2012, that existing base salaries properly reflected these factors and made a determination not to change base salaries for any Named Executive Officers in 2013. Messrs. Jacobs and Klein were promoted to Chief Financial Officer and President, respectively, in 2013, and in connection with these promotions and changes in roles and responsibilities their base salaries were increased to $180,000 and $405,000, respectively. Messrs. Jacobs and Klein’s base salary increases represented a 16.5% and 15.7% increase from their 2012 base salaries, respectively.

The Compensation Committee evaluates the reasonableness and likelihood of attaining designated incentive goals, including stretch goals, in an effort to ensure that such targets appropriately reward performance, but do not encourage undue risk taking. Actual performance over the applicable measurement period may exceed or fall short of the targets resulting in the Named Executive Officer receiving an annual incentive cash award that is above or below the initial targeted level. Annual incentive cash awards granted in prior years are not taken into account by the Compensation Committee in the process of setting performance targets for the current year. The Committee believes that doing so would be inconsistent with the underlying reasons for the use of incentive compensation.

For 2013, the Compensation Committee set a “target” total cash incentive award of between 20 to 30 percent of base salary for each Named Executive Officer. The actual cash incentive award range was defined as 50 percent of target for “threshold” performance and 150 percent of target for “stretch” performance. These targets were intentionally set lower than current market practice as part of the Company’s shift from its former compensation philosophy as a mutually owned bank (greater focus on cash compensation weighted towards base salary) to that of a public company (which includes equity compensation and a greater weighting of compensation towards long-term incentive compensation rather than short-term incentives).

The Compensation Committee established two shared corporate goals (the “Corporate Goals”) and individual performance goals for Messrs. Doherty, Widmer, and Jacobs. The first Corporate Goal (Corporate Goal #1), weighted at 80 percent, measured the attainment of the Board-approved, budgeted

basic earnings per share of $0.33. The stretch goal was budgeted basic earnings per share $0.40 or greater and the threshold was $0.30 budgeted basic earnings per share. The second target Corporate Goal (Corporate Goal #2), weighted at 20 percent, was to achieve the Budgeted efficiency ratio of 62.56 percent. The stretch goal was 50.05 percent or better, and the threshold goal was a maximum efficiency ratio of 68.82 percent.

Individual performance goals were aligned with our strategic business plan and focused on the following areas: for Mr. Doherty, originating new loans to specified targets while minimizing credit risk, and reducing non-accruing loans to specified targets; for Mr. Widmer, increasing deposits to specified targets and, for Mr. Jacobs, enhancing investor relationships, and enhancing and automating financial and operational reporting processes.

In February of 2014, the Compensation Committee evaluated achievement of the Corporate Goals and Individual Goals. Regarding the first Corporate Goal, the Company reported 2013 basic earnings per share of $0.35, exceeding the target budget basic earnings per share. Based on the achievement of $0.35 basic earnings per share, the Corporate Goal was achieved between “Target” and “Stretch” and resulted in an award between 12.9 percent and 27.6 percent of base salary. Regarding the second Corporate Goal, the Company achieved an efficiency ratio of 62.87 percent. Based on this efficiency ratio, the Corporate Goal was achieved between “Threshold” and “Target” and resulted in an award between 2.7 percent and 5.9 percent of base salary. The Compensation Committee made no adjustment to reported metrics in making its determination of goal achievements.

Each remaining Named Executive Officer’s eligible award was determined based on the Named Executive’s attainment of individual goals, which were assessed by the Compensation Committee in its annual evaluation of each Named Executive Officer’s performance.

The Compensation Committee concluded the following related to each Named Executive Officer’s performance related to their Corporate and individual goals in accordance with the 2013 Management (Cash) Incentive Plan:

Mr. Alexander’s incentive award for the Corporate Goals, weighted at 100 percent, was $226,377 (33.49 percent of base salary), consisting of an award of $186,822 related to Corporate Goal #1, and $39,555 related to Corporate Goal #2.

Mr. Klein’s incentive award for the Corporate Goals, weighted at 100 percent, was $135,625 (33.49 percent of base salary), consisting of an award of $111,927 related to Corporate Goal #1, and $23,698 related to Corporate Goal #2.

Mr. Doherty’s award for the Corporate Goals, weighted at 70 percent, was $54,697 (19.53 percent of base salary with individual goals, weighted at 30 percent, of $27,552 (9.84 percent of base salary). The Compensation Committee concluded that Mr. Doherty achieved his individual goal of new loan originations between “Target” and “Stretch.” The Compensation Committee also considered loan quality metrics when evaluating Mr. Doherty’s achievement of his new loan originations goal and did not make an adjustment to his award based on these factors.

Mr. Widmer’s award for the Corporate Goals, weighted at 70 percent, was $48,836 (19.53 percent of base salary) with individual goals, weighted at 30 percent, of $9,375 (3.75 percent of base salary). The Compensation Committee considered Mr. Widmer’s progress towards increasing deposits, and implementing on-line account acquisition capabilities. The Compensation Committee concluded that Mr. Widmer met his goal related to implementing on-line account acquisition capabilities.

Mr. Jacobs’ award for the Corporate Goals, weighted at 70 percent, was $28,130 (15.63 percent of base salary) with an individual goal, weighted at 30 percent, of $5,400 (3.00 percent of base salary). The Compensation Committee considered Mr. Jacobs’ progress towards participating in investor presentations and further automating the financial monitoring reports in determining the individual award. The Compensation Committee concluded that Mr. Jacobs achieved his goal related to enhancing investor relationships.

For 2013, the Named Executive Officers’ total target award opportunities, and actual incentives awarded as a percentage of target are detailed below.

The following summarizes the significant broad-based benefits in which the Named Executive Officers were eligible to participate in 2013:

The Northfield Bank Employee Stock Ownership Plan (the “ESOP”) allocates a certain number of shares of the Company’s common stock on an annual basis among plan participants subject to Internal Revenue Code limitations. All eligible employees, including Named Executive Officers, participate in the plan and received an allocation of common stock for 2013.

The Company incurs the expense of one country club membership and related expenses for Mr. Alexander. Mr. Alexander reimburses Northfield Bank for personal expenses pertaining to club usage. In lieu of a monthly automobile allowance, Messrs. Alexander and Klein received use of an automobile (including all operating expenses) leased by Northfield Bank for business and personal use. Personal use of the automobile is reported as taxable income to Messrs. Alexander and Klein. In addition, Northfield Bank pays an annual premium on a whole-life insurance policy for the benefit of Mr. Alexander.

The Compensation Committee reviews the other components of executive compensation (broad-based benefits, and executive benefits and perquisites) on an annual basis. Changes to the level or types of broad-based benefits within these categories, including considerations relating to the addition or elimination of benefits and plan design changes, are made by the Compensation Committee on an aggregate basis with respect to the group of employees entitled to those benefits, and not necessarily with reference to a particular Named Executive Officer’s compensation. Decisions about these components of compensation are made without reference to the Named Executive Officers’ salary and annual cash incentives, as they involve issues of more general application and often include consideration of trends in the industry or in the employment marketplace.

The employment agreements are designed to allow the Company to retain the services of the designated executives while reducing, to the extent possible, unnecessary disruptions to Northfield Bank’s operations. In addition, the Compensation Committee believes that the employment agreements better align the interests of the executive with those of our stockholders. The Compensation Committee believes that these agreements allow executives to more objectively evaluate opportunities for stockholders without causing undue personal financial conflicts.

The Compensation Committee reviewed prevailing market practices, consulted with PM&P and Meridian on the competitiveness and reasonableness of the terms of the agreements, and negotiated the agreements with the individuals. The Compensation Committee believes such agreements are common and necessary to retain executive talent.

The employment agreements are for a three-year period, are reviewed for renewal annually by the Compensation Committee of the Board of Directors, and provide for salary and incentive cash compensation payments, as well as additional post-employment benefits, primarily health benefits (or equivalent cash payments), under certain conditions, as defined in the employment agreements. See “Employment Agreements” for further discussion.

The Compensation Committee will consider off-cycle compensation adjustments whenever a Named Executive Officer’s status, role or responsibilities change, or an executive officer is hired. The Compensation Committee may depart from the compensation guidelines it would normally follow for executives in the case of outside hires.

The Compensation Committee considers, but is not bound by, the tax treatment of each component of compensation. Under Section 162(m) of the Internal Revenue Code, annual compensation paid to a Named Executive Officer is not deductible if it exceeds $1 million unless it qualifies as “performance-based compensation” as defined in the Internal Revenue Code and related tax regulations. Base salary is not a form of performance-based compensation. Fringe benefits and perquisites also do not qualify as performance-based compensation. Annual incentive cash awards may qualify as a form of performance-based compensation under the income tax regulations. For 2013, we estimate that approximately $203,463 of the total amount of executive compensation earned for our Named Executive Officers will not be deductible for tax purposes due to limitations under Section 162(m).

In December 2013, the Compensation Committee completed a review of updated competitive salary and cash incentive data for an updated peer group regarding executive compensation, in consultation with PM&P. Based on this review, which included an assessment of current compensation trends and practices, a determination was made to increase base salaries for Messrs. Jacobs, Doherty, and Widmer to $200,000, $300,000 and $275,000, representing increases of 11.1%, 7.1% and 10.0%, respectively. In December, 2013, the Compensation Committee approved the 2014 annual cash incentive compensation plan. The plan contains similar terms and conditions as the 2013 plan.

The following table sets forth for the year ended December 31, 2013, certain information as to grants of plan-based cash and equity awards.

The following table sets forth certain information regarding stock awards and stock options outstanding at December 31, 2013:

The following table provides information concerning stock option exercises and the vesting of stock awards for each Named Executive Officer during 2013.