DEF 14A of Unity Bancorp Inc /NJ/
Filed Mar 11, 2024 · FY20230000920427-24-000018
PROPOSAL 1 - ELECTION OF DIRECTORS
PROPOSAL 1 - ELECTION OF DIRECTORS In accordance with the Certificate of Incorporation and the Bylaws of the Company, the Board of Directors must consist of not less than one (1) and not more than sixteen (16) Directors. The Board of Directors of the Company currently has ten (10) members. The Board of Directors is divided into three classes. Three (3) Directors will be elected at this Annual Meeting to serve for three-year terms expiring at the Company’s Annual Meeting in 2027 and until their successors are duly elected and qualified. All nominees are current members of the Company’s Board of Directors. The following tables set forth, as of the record date, the names of the nominees and the names of those Directors whose terms continue beyond the Annual Meeting, their ages, a brief description of their recent business experience, including present occupations and employment, certain Directorships held by each, the year in which each became a Director of the Company and the year in which their terms (or in the case of the nominees, their proposed terms) as a Director of the Company expire. The persons named as proxy will vote your proxy “FOR” the election of each of the nominees named below unless you indicate that your vote should be withheld. If elected, each nominee will continue in office until their successor has been duly elected and qualified, or until the earliest of death, resignation, retirement or removal. Each of the nominees has indicated to the Company that he or she will serve if elected. The Company does not anticipate that any of the nominees will be unable to stand for election, but if that happens, your proxy will be voted in favor of another person nominated by the Board. The Board of Directors has nominated and recommends a vote “FOR” the election of Dr. Mark S. Brody, Raj Patel, and Donald E. Souders, Jr.
Director Qualifications
Director Qualifications Dr. Mark S. Brody: Dr. Mark S. Brody has been a Director of the Company and the Bank since 2002. Dr. Brody is also the Vice President of Planned Financial Programs, Inc. and Managing Member, Financial Planning Analysts, LLC. Dr. Brody has extensive experience in the financial markets, and is a prominent businessman in NJ and NY, having many contacts to generate new business for the Company. Additionally, Dr. Brody is considered to be an Audit Committee financial expert as such term is defined by SEC regulations. Wayne Courtright: Wayne Courtright has been a Director of the Company and the Bank since 2004. Mr. Courtright is a retired banker, who has served in the capacity of Executive Vice President, Chief Lending and Chief Credit Officer and as a Director at several institutions. Mr. Courtright is considered to be an Audit Committee financial expert as such term is defined by SEC regulations. Mr. Courtright is a prominent businessman in NJ and has many contacts to generate new business for the Company. David D. Dallas: David D. Dallas is a founding member of the Bank and currently serves as Chairman of the Company and Bank. Mr. Dallas is the CEO of The Dallas Group of America. Inc., a specialty chemical manufacturing business headquartered in Whitehouse, NJ, which serves a global industrial and foodservice customer base. Mr. Dallas has over 40 years of extensive experience in real estate through investing and developing commercial and residential properties throughout the NJ and PA markets served by the Company. Mr. Dallas is an active member of the Franklin Township Land Use Board, having served for more than 15 years, and currently serves as a trustee of Kinnelon Heritage Conservation Society, Inc. located in Kinnelon, NJ and Centenary University located in Hackettstown, NJ. Mr. Dallas has served as a Director of the Bank since 1991 and the Company since it was formed. Robert H. Dallas, II: Robert H. Dallas, II is a founding member of the Bank and has served as a Director of the Bank since 1991 and the Company since it was formed. Mr. Dallas is the President of The Dallas Group of America Inc., a specialty chemical manufacturing business headquartered in Whitehouse, NJ, which serves a global industrial and foodservice customer base. Mr. Dallas has over 40 years of extensive experience in real estate through investing and developing commercial and residential properties throughout the NJ and PA markets served by the Company. Dr. Mary E. Gross: Dr. Mary E. Gross has been a Director of the Bank since 2009 and a Director of the Company since 2011. Dr. Gross is the founder of Human Edge Resources, LLC. Dr. Gross holds a PsyD in Organizational Psychology from Rutgers, an MBA with honors from The Wharton School of the University of Pennsylvania and a BS in Accounting from the University of Maryland. Dr. Gross is considered to be an Audit Committee financial expert as such term is defined by SEC regulations. Her experience in human resources and financial services assists the Board in its oversight of the Company’s operations. James A. Hughes: James A. Hughes has been a Director of the Company and the Bank since 2002. Mr. Hughes has a Bachelor’s degree in Accounting from Mount St. Mary’s College, a Master’s degree in Business Administration from Seton Hall University and is a Certified Public Accountant. The Board believes that it is important that Mr. Hughes, as the senior managing officer of the Company and the Bank, participate in all Board deliberations and decisions. Peter E. Maricondo: Peter E. Maricondo has been a Director of the Company and the Bank since 2004. Mr. Maricondo is a retired financial consultant. Prior to this, Mr. Maricondo served as the Vice President/Corporate Controller at GPU, Inc. and the Vice President/Corporate Controller at NUI Corporation. He also worked in public accounting as a Certified Public Accountant with an international accounting firm. Mr. Maricondo holds an Master’s degree in Accounting from Seton Hall University and is considered to be an Audit Committee financial expert as such term is defined by SEC regulations. Raj Patel: Raj Patel has been a Director of the Company since 2008 and a Director of the Bank since 2007. Mr. Patel is currently serving as CEO of Millennium Hotel Group (Hotel), CEO of 2602 Deerfield LLC (Real Estate), and partial owner of the Bergen County Medical Adult Day Care Center (Healthcare). Mr. Patel holds a Bachelor’s degree in Engineering from SP University in India. Mr. Patel is a licensed NJ Realtor and prominent businessman in NJ and has many contacts to generate new business for the Company. Donald E. Souders, Jr.: Donald E. Souders, Jr., has been a Director of the Bank since 2007 and of the Company since 2014. Mr. Souders is a practicing attorney and partner in the law firm of Florio Perrucci Steinhardt Cappelli Tipton & Taylor LLC, with offices in NJ and PA. Mr. Souders is a prominent attorney practicing in NJ and PA and has many contacts to generate new business for the Company. In addition, his experience as an attorney provides the Board with a critical point of view on many issues considered by the Board. Aaron Tucker: Aaron Tucker has been a Director of the Bank since 2014 and the Company since 2015 and is the current Vice Chairman. Mr. Tucker holds a Bachelor of Science degree in Business Administration from Northeastern University. Mr. Tucker is the President and CEO of Tucker Enterprises and has extensive experience as a Real Estate Developer. He has been a NJ State Licensed Builder since 1987. Mr. Tucker is a former member of the Millburn Township Zoning Board of Adjustment. Mr. Tucker is a prominent businessman in NJ and has many contacts to generate new business for the Company.
Our Compensation Approach
| ● | Ensuring that our NEOs maintain and hold a significant equity interest in the Company by making stock option and restricted stock grants a significant part of the total compensation mix, thereby further aligning management interests with those of our shareholders; |
Compensation Design Principles and Governance Best Practices
| ● | Sound Risk Management - We discourage excessive risk taking and have designed our incentive plans with appropriate risk-mitigating features. |
Compensation Design Principles and Governance Best Practices
| ● | Double-Trigger Change-in-Control (CIC) - CIC benefits pursuant to employment or change in control agreements are only paid upon a termination event following a CIC. |
Compensation Design Principles and Governance Best Practices
| ● | Tax Gross-Ups - We do not provide excise tax gross-ups on benefits or in change-in-control agreements. |
Compensation Design Principles and Governance Best Practices
| ● | Stock Option Repricing - Our equity plan does not permit repricing of stock options that are out-of-the-money. |
Compensation Design Principles and Governance Best Practices
| ● | Vesting Periods – We do not offer shortened vesting periods for awards of restricted stock or stock options. |
Executive Compensation Objectives and Policies
| Compensation Component | Purpose/Objective | | Base Salary | • Provides a competitive level of fixed income based on role, experience and individual performance | | Annual Incentive Plan | • Motivates and rewards executives for performance on key financial, operational and individual objectives in support of our annual business plan and broader corporate strategies | | | • Rewards vary based on performance | | Equity Awards | • Aligns executives’ interests with those of shareholders through equity-based compensation | | | • Rewards executives’ for long-term shareholder value creation | | | • Encourages retention through multiple year vesting | | Other Benefits | • Provides a base level of competitive compensation for executive talent | | Employment Agreements/ | • Provides employment security to key executives | | Severance & Change in | • Focuses executives on company performance and transactions that are in the | | Control, "CIC" Agreements | best interests of shareholders, regardless of the impact such transactions may have on the executive’s employment | | Retirement Benefits | • The Supplemental Executive Retirement Plan (the “SERP”) provides long term compensation for our CEO while its vesting provisions help ensure that the Company will continue to receive the benefit of his service | | | • The Executive Incentive Retirement Plan (the “EIRP”) provides long term compensation for our other key executives | | Deferred Compensation | • The Deferred Compensation Plan provides an award for past service, as well as encouraging continued service on the Bank's Board of Directors and/or as an Officer, and as a method to attract future members of management |
Annual Cash Incentive
Annual Cash Incentive An important element of our compensation program is our Executive Bonus Program which provides cash incentives. Awards under the Program are based on attaining pre-established corporate goals (40% of the total award) and Committee review of individual performance based on subjective goals (60% of the total award). Each participant has a total target incentive opportunity expressed as a percentage of base salary. The 2023 incentive targets are summarized below:
Annual Cash Incentive
| Executive | Target Aggregate Incentive Opportunity | | James A. Hughes | 70.00% | | George Boyan | 50.00% |
Annual Cash Incentive
Mr. Geraci, Mr. Donovan and Mr. Davies do not participate in the Executive Bonus Program. They are awarded discretionary cash bonuses. The Committee establishes performance measures on an annual basis for the portion of the awards based on corporate goals that are tied specifically to the Company’s financial performance. The Committee utilized the Company’s pre-provision net revenue vs. peer in 2023. The Committee decided that pre-provision net revenue would best reflect core income/performance while maintaining a reasonable and competitive potential payout. The weight and performance of each goal for 2023 is set forth in the following table:
Annual Cash Incentive
| Performance Measure | Weight | Threshold | Target | Cap | | Pre-Provision Net Revenue (PPNR) ROAA vs. Peers (1) | 20.00% | 50.00% | 100.00% | 150.00% | | Pre-Provision Net Revenue (PPNR) ROAE vs. Peers (1) | 20.00% | 50.00% | 100.00% | 150.00% |
Annual Cash Incentive
At the end of the year, the Committee determined a payout based on an assessment of the Company’s performance under the quantitative financial measure set forth above (determined formulaically) as well as an assessment of each executive’s performance and contribution toward strategic goals. The corporate results were as follows:
Annual Cash Incentive
| Performance Measure | 2023 Performance | Result | Payout Factor | | Pre-Provision Net Revenue (PPNR) ROAA vs. Peers (1) | 174.50% | Cap | 150.00% | | Pre-Provision Net Revenue (PPNR) ROAE vs. Peers (1) | 157.50% | Cap | 150.00% |
Annual Cash Incentive
| (1) The Company’s peer group consists of Pennsylvania and New Jersey Community Banks with assets from $500 million to $14.1 billion, excluding Subchapter S institutions. |
Annual Cash Incentive
In determining the performance on the individual portion of the annual incentive, the Committee considered its assessment of the Chief Executive Officer’s performance and the Chief Executive Officer’s evaluation of the NEO’s performance. In light of strong performance on operational, strategic, financial shareholder metrics, and in consideration of the significant individual and collective achievements of the executive team during 2023, the Committee approved individual payouts based upon factors such as regulatory compliance, board interaction, strategic goals, and leadership. Following is a summary of the incentive awards paid to executives:
Annual Cash Incentive
| Executive | 2023 Target Annual Incentive Award | 2023 Actual Annual Incentive Award | 2023 Actual as % of Target | | James A. Hughes | $514,500 | $586,530 | 114.00% | | George Boyan | 195,000 | 222,300 | 114.00% |
Equity-Based Awards
Equity-Based Awards Equity awards were granted based on the Committee’s assessment of business environment, affordability, and corporate and individual performance. The Committee believes that equity grants, subject to multi-year vesting requirements, are an important component of the total compensation mix and an important retention tool for senior management. Once granted, restricted stock vests ratably over a four-year period. Below is a summary of the grants awarded in 2023:
Equity-Based Awards
| | Restricted Stock | | | Executive | # Shares | Grant Value ($) | | James A. Hughes | 18,000 | $371,520 | | George Boyan | 11,000 | 227,040 | | John Kauchak (1) | 8,500 | 175,440 |
Equity-Based Awards
| (1) Mr. Kauchak’s restricted stock grant will continue to vest over four years. |
Post-Termination Benefits for Company Executives
Post-Termination Benefits for Company Executives The Company is party to an employment agreement with Mr. Hughes and a retention agreement with Mr. Boyan. Both agreements include Change in Control provisions. The Company further maintains Change in Control Agreements with Mr. Geraci, Mr. Donovan, and Mr. Davies. These agreements are described elsewhere in this Proxy Statement under the heading “Potential Payments Upon Termination or Change in Control”.
Grants of Plan-Based Awards
Grants of Plan-Based Awards
Grants of Plan-Based Awards
| | | | | | | | Stock | | Grant Date | | | | | | | | | Awards: | Market | Fair Value | | | | | Estimated future payouts | | | | Shares of | Price on | of Stock and | | | | Approval | under non-equity incentive | | | Grant | Stock or | Grant | Options | | Name | Grant Date | Date | plan awards ($) | | | Type | Units (#) | Date ($) | Awards ($) | | | (1) | | Threshold (2) | Target (3) | Max (4) | | (5) | | | | James A. | | 2/22/2024 | 411,600 | 514,500 | 617,400 | | | | | | Hughes | 5/5/2023 | 3/15/2023 | | | | Restricted stock | 18,000 | 20.64 | 371,520 | | George | | 2/22/2024 | 156,000 | 195,000 | 234,000 | | | | | | Boyan | 5/5/2023 | 3/15/2023 | | | | Restricted stock | 11,000 | 20.64 | 227,040 | | John J. | 5/5/2023 | 3/15/2023 | - | - | - | Restricted stock | 8,500 | 20.64 | 175,440 | | Kauchak | | | | | | | | | |
Grants of Plan-Based Awards
| (1) The fiscal year 2023 earned non-equity incentive awards were approved by the HR/Compensation Committee on February 22, 2024 to be paid in the first payroll following the filing of the 10-K. |
Grants of Plan-Based Awards
| (2) The threshold assumes 50% attainment of corporate performance factors. |
Grants of Plan-Based Awards
| (3) The target represents 100% of the target payout. |
Grants of Plan-Based Awards
| (4) The maximum represents 120% of the target payout. |
Grants of Plan-Based Awards
| (5) Represents shares of restricted stock granted under the 2019 and 2023 Equity Compensation Plan. These shares vest annually in four (4) equal installments commencing with the first anniversary of the grant date subject to continued employment through the vesting date. These shares have the right to vote and receive dividends. |
Option Exercises and Stock Vested
Option Exercises and Stock Vested
Option Exercises and Stock Vested
| | Option Awards | | Stock Awards | | | | Number of shares | Value Realized | Number of shares | Value Realized | | Name | acquired on exercise (#) | on exercise ($) | acquired on vesting (#) | on exercise ($) | | James A. Hughes | 5,010 | 82,415 | 14,875 | 351,689 | | George Boyan | - | - | 5,500 | 125,315 | | Janice Bolomey | 14,889 | 71,748 | 5,125 | 119,688 | | John J. Kauchak | - | - | 5,125 | 119,688 | | Vincent Geraci | 22,700 | 141,367 | 2,312 | 64,235 | | James Donovan | - | - | 750 | 19,358 | | James Davies | - | - | 500 | 13,203 |
Non-qualified Deferred Compensation - Supplemental Executive Retirement Plan
Non-qualified Deferred Compensation - Supplemental Executive Retirement Plan The Company and the Bank entered into a Supplemental Executive Retirement Plan (the "SERP") with Mr. Hughes on June 4, 2015, which was amended on September 27, 2018. The SERP will provide Mr. Hughes with certain supplemental non-qualified retirement benefits. Upon separation from service after age 66, Mr. Hughes will be entitled to an annual benefit in an amount equal to sixty (60) percent of the average of his base salary for the thirty-six months immediately preceding his separation from service for reasons other than Cause. The retirement benefit shall be adjusted annually thereafter by a percentage equal to the Consumer Price Index as reported by the U.S. Bureau of Labor Statistics for All Urban Consumers (CPI-U). The maximum number of annual payments to Mr. Hughes shall be fifteen (15). The following table sets forth certain information regarding non-qualified deferred compensation benefits during the Company’s fiscal year ended December 31, 2023:
Non-qualified Deferred Compensation - Supplemental Executive Retirement Plan
| | | Executive | Registrant | Aggregate | Aggregate | | | | | Contributions in | Contributions in | Earnings in | Withdrawals/ | Aggregate balance | | Name | Plan | Last FY ($) | Last FY ($) | Last FY ($) | Distributions ($) | at last FYE ($) | | James A. Hughes | SERP | - | 426,675 | - | - | 5,284,052 |
Non-qualified Deferred Compensation - Executive Incentive Retirement Plan
Non-qualified Deferred Compensation - Executive Incentive Retirement Plan The Company is party to an Executive Incentive Retirement Plan (“EIRP”) with certain key executive officers. The Plan had an original effective date of January 1, 2015. The Plan is an unfunded, non-qualified deferred compensation plan. For any Plan Year, a guaranteed annual Deferral Award percentage of seven and one half percent (7.5%) of the participant’s annual base salary shall be credited to each participant’s Deferred Benefit Account. A discretionary annual Deferral Award equal to seven and one half percent (7.5%) of the participant’s annual base salary may be credited to the participant’s account in addition to the guaranteed Deferral Award, if the Bank exceeds the benchmarks set forth in the Annual Executive Bonus Matrix. The total Deferral Award shall never exceed fifteen percent (15%) for any given Plan Year. Each participant shall be immediately one hundred percent (100%) vested in all Deferral Awards as of the date they are awarded.
Non-qualified Deferred Compensation - Executive Incentive Retirement Plan
| | | Executive | Registrant | Aggregate | Aggregate | Aggregate | | | | Contributions in | Contributions in | Earnings Accrued | Withdrawals/ | balance at last | | Name | Plan | Last FY ($) | Last FY ($) | in Last FY ($) | Distributions ($) | FYE ($) | | George Boyan | EIRP | - | 54,000 | 7,953 | - | 110,228 | | Janice Bolomey | EIRP | - | 36,000 | 22,331 | 32,979 | 272,895 | | John J. Kauchak | EIRP | - | 36,000 | 22,802 | 33,656 | 278,512 |
Non-qualified Deferred Compensation - Executive Incentive Retirement Plan
The following table sets forth information regarding outstanding equity awards to the NEOs at December 31, 2023.
Non-qualified Deferred Compensation - Executive Incentive Retirement Plan
| OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END (12/31/23) | | | | | | | | | | | | Option Awards | | | | | Stock Awards | | | | | | | | Equity | | | | | Equity | Equity | | | | | Incentive Plan | | | | | Incentive | Incentive Plan | | | Number of | Number of | Awards; | | | | | Plan Awards: | Awards: Market | | | Securities | Securities | Number of | | | Number of | Market Value | Number of | or Payout Value | | | Underlying | Underlying | Securities | | | Shares or | of Shares or | Unearned | of Unearned | | | Unexercised | Unexercised | Underlying | | | Units of | Units of | Shares, Units | Shares, Units or | | | Options | Options | Unexercised | Option | Option | Stock That | Stock That | or Other Rights | Other Rights | | | Exercisable | Unexercisable | Unearned | Exercise | Expiration | Have Not | Have Not | That Have Not | That Have Not | | Name | (#) | (#) | Options (#) | Price ($) | Date | Vested (#) | Vested ($) | Vested (#) | Vested (#) | | James A. Hughes | 5,490 | - | - | 7.25 | 3/27/2024 | 1,500 | 44,385 | - | - | | | 11,000 | - | - | 8.31 | 1/29/2025 | 5,000 | 147,950 | - | - | | | 11,000 | - | - | 8.95 | 2/25/2026 | 4,000 | 118,360 | - | - | | | 10,000 | - | - | 21.15 | 3/9/2028 | 13,500 | 399,465 | - | - | | | 14,000 | - | - | 18.77 | 12/21/2028 | 18,000 | 532,620 | - | - | | | 25,000 | - | - | 20.61 | 3/12/2029 | - | - | - | - | | | 15,000 | - | - | 16.27 | 3/16/2030 | - | - | - | - | | | 16,667 | 8,333 | - | 20.56 | 3/25/2031 | - | - | - | - | | George Boyan | - | - | - | - | - | 5,000 | 147,950 | - | - | | | - | - | - | - | - | 9,000 | 266,310 | - | - | | | - | - | - | - | - | 11,000 | 325,490 | | | | Janice Bolomey | 11,000 | - | - | 8.95 | 2/25/2026 | 1,000 | 29,590 | - | - | | | 10,000 | - | - | 16.75 | 3/3/2027 | 2,250 | 66,578 | - | - | | | 5,111 | - | - | 20.61 | 3/12/2029 | 6,000 | 177,540 | - | - | | | 10,000 | - | - | 16.27 | 3/16/2030 | - | - | - | - | | | 8,000 | 4,000 | - | 20.56 | 3/25/2031 | - | - | - | - | | John J. Kauchak | 11,000 | - | - | 8.95 | 2/25/2026 | 1,000 | 29,590 | - | - | | | 10,000 | - | - | 16.75 | 3/3/2027 | 2,250 | 66,578 | - | - | | | 10,000 | - | - | 21.15 | 3/9/2028 | 6,000 | 177,540 | - | - | | | 10,000 | - | - | 20.61 | 3/12/2029 | 8,500 | 251,515 | - | - | | | 10,000 | - | - | 16.27 | 3/16/2030 | - | - | - | - | | | 8,000 | 4,000 | - | 20.56 | 3/25/2031 | - | - | - | - | | Vincent Geraci | 2,500 | - | - | 18.64 | 12/11/2030 | 375 | 11,096 | - | - | | | - | - | - | - | - | 1,625 | 48,084 | - | - | | | - | - | - | - | - | 2,250 | 66,578 | - | - | | James Donovan | - | - | - | - | - | 750 | 22,193 | - | - | | | - | - | - | - | - | 1,500 | 44,385 | - | - | | James Davies | - | - | - | - | - | 750 | 22,193 | - | - | | | - | - | - | - | - | 750 | 22,193 | - | - |
POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL
POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL
CEO Pay Ratio
CEO Pay Ratio The following table sets forth in accordance with Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402 (u) of Regulation S-K, the total annual compensation paid to the Chief Executive Officer in relation to the median total annual compensation paid to all other employees as of the fiscal year ended December 31, 2023:
CEO Pay Ratio
| Year | CEO Total Compensation | Median Employee Compensation | Pay Ratio | | 2023 | $2,360,462 | $78,610 | 30:1 |
CEO Pay Ratio
Median compensation was calculated by determining total annual compensation per employee in 2023 less CEO compensation. The parameters used to determine non-CEO employee compensation were consistent with the factors included in the Executive Compensation table and include salary compensation along with any cash and equity bonus paid. All other compensation primarily does not apply to non-executive employees and therefore is not factored into the calculation as it would have little to no effect on the median total. The methodologies used in determining median total annual compensation are in accordance with Item 402(c)(2)(x) of Regulation S-K, however the calculation method can vary company to company, making a direct comparison with other CEO pay ratios impractical.
Pay Vs. Performance
Pay Vs. Performance The Company believes that executive compensation should be structured in a way that aligns with long-term shareholder value. The following table illustrates compensation actually paid for our Principal Executive Officer and other NEOs as a group and the correlation with the company’s listed performance measures:
Pay Vs. Performance
| | Summary | | Average Summary | Average | Value of Initial Fixed | | | Bank | | | Compensation | Compensation | Compensation Table | Compensation | $100 Investment Based On: | | | Pre Provision | | | Table Total For | Actually Paid to | Total for Non-PEO | Actually Paid to | Total Shareholder | Peer Group Total | Net Income | Net Revenue | | Year | PEO ($) | PEO ($) | NEOs ($) | Non-PEO NEOs ($) | Return ($) | Shareholder Return ($) | (in millions) | (PPNR) ROAA | | | (1) | (1) | (2) | (2) | | (3) | | | | 2023 | 2,360,462 | 2,503,103 | 544,748 | 575,735 | 139.49 | 104.92 | 39.7 | 2.32 | | 2022 | 2,207,257 | 2,323,003 | 797,723 | 827,847 | 126.86 | 112.59 | 38.5 | 2.55 | | 2021 | 2,373,879 | 2,733,535 | 613,293 | 772,845 | 120 | 112.83 | 36.1 | 2.50 | | 2020 | 1,460,367 | 980,793 | 463,866 | 350,912 | 79.35 | 80.77 | 23.6 | 2.18 |
Pay Vs. Performance
| 1) | The Company’s Principal Executive Officer “PEO” is James A. Hughes. |
Pay Vs. Performance
| 2) | The Company’s current Non-PEO NEOs consist of George Boyan, Janice Bolomey, John J. Kauchak, Vincent Geraci, James Donovan, and James Davies. Prior periods include Laureen Cook who resigned as Senior Vice President and Chief Accounting Officer on April 8, 2022, Anthony Cossetti who resigned as Executive Vice President and Chief Financial Officer on September 25, 2020, and Alan Bedner who resigned as Executive Vice President and Chief Financial Officer on January 24, 2020. |
Pay Vs. Performance
| 3) | For the years in which public shareholder return data was available, the Company’s peer group total shareholder consists of data compiled on the following banks: American Bank, BCB Community Bank, Blue Foundry Bank, ConnectOne Bank, Embassy Bank for the Lehigh Valley, ESSA Bank & Trust, First Bank, First Commerce Bank, Kearny Bank, Lakeland Bank, Magyar Bank, Parke Bank, Peapack-Gladstone Bank, Provident Bank, QNB Bank, The Bank of Princeton, and Univest Bank and Trust Co. |
Pay Vs. Performance
Below is a summary of the adjustments used to determine compensation “actually paid” for the Company’s PEO and Non-PEO NEOs:
Pay Vs. Performance
| | 2023 | 2022 | 2021 | 2020 | | Deduction for Amounts Reported under the "Stock Awards" Column | $(774,000) | (1,378,660) | (923,512) | (274,380) | | Deduction for Amounts Reported under "Option Awards" Column | — | — | (416,967) | (220,812) | | Increase for Fair Value of Awards Granted during year that Remain Unvested as of Year-End | 1,109,625 | 1,339,170 | 1,385,248 | 321,840 | | Increase for Fair Value of Awards Granted during year that Vest during year | — | — | — | — | | Increase for 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 | 182,683 | 98,841 | 795,659 | (486,498) | | Decrease (increase) for Change in Fair Value from Prior Year-End to Vesting Date of Awards Granted Prior to year that Vested during year | (240,298) | 138,592 | 293,855 | (513,913) | | Deduction of Fair Value of Awards Granted Prior to Year that were Forfeited during year | — | — | — | — | | Increase based upon Incremental Fair Value of Awards Modified during year | — | — | — | — | | Increase based on Dividends or Other Earnings Paid during year prior to Vesting Date of Award | 50,556 | 38,300 | 23,135 | 16,468 |
Pay Vs. Performance
The Company looks at the following financial measures in linking compensation to performance. These measures are used in determining executive bonus compensation and best reflect the Company’s core/income performance.
Pay Vs. Performance
| Financial Measure | Description | | Pre-Provision Net Revenue (PPNR) ROAA | Pre-provision Net Revenue("PPNR") is a Non-GAAP measure and is defined as the Bank's income before provision for income taxes, less provision for loan losses divided by average total assets. Information obtained from Call Report data. | | Pre-Provision Net Revenue (PPNR) ROAE | Pre-provision Net Revenue("PPNR") ROAE is a Non-GAAP measure and is defined as the Bank's income before provision for income taxes, less provision for loan losses divided by average total equity. Information provided from Call Report data. |
Pay Vs. Performance
The following table set forth below describes the relationship between Total Shareholder Return vs. the Company’s Peer Group: The following table set forth below describes the change in NEO “Actual” Compensation Paid vs. the change in Net Income: The following table set forth below describes the change in NEO “Actual” Compensation Paid vs. the change in (Pre Provision Net Revenue) Return on Average Assets:
DIRECTOR COMPENSATION
DIRECTOR COMPENSATION Each Director listed below is a current Director of the Company and the Bank. Directors of the Company do not receive per meeting fees for their service on the Company’s Board of Directors. Compensation for service on the Bank’s Board of Directors for 2023 was in the form of cash compensation consisting of an annual retainer, meeting and committee fees, as well as, equity compensation in the form of restricted stock. Members of the Bank’s Board of Directors received a $27,000 retainer for service on the Board of Directors in 2023 which was paid in 2024. The Chairman of each Board Committee received an additional $3,000 retainer, while the Chairman of the Board received an additional $6,000. Non-Executive Directors also receive $900 for attendance at each Bank Board of Directors’ meeting, and between $500 and $900 for attendance at each Bank Committee meeting. The Chairman of the Board and the Chairman of each individual Committee receive an additional $200 per meeting. The Directors are eligible to participate in the Company’s stock bonus and stock option plans. On January 3, 2023, the Company’s non-employee Directors were each granted restricted stock for their service in 2022. The shares were granted at a fair value of $27.33 per share, which vests annually in 25% increments over four (4) years commencing January 3, 2024.
Director Compensation
Director Compensation
Director Compensation
| | Fees Earned or | | All Other | | | Name | Paid in Cash | Stock Awards | Compensation | Total | | | | (1) | (2) | | | Dr. Mark S. Brody | $20,200 | $54,660 | $25,000 | $99,860 | | Wayne Courtright | 25,600 | 54,660 | 25,000 | 105,260 | | David D. Dallas | 32,000 | 54,660 | 28,000 | 114,660 | | Robert H. Dallas, II | 23,100 | 54,660 | 22,000 | 99,760 | | Dr. Mary E. Gross | 16,700 | 54,660 | 25,000 | 96,360 | | Peter E. Maricondo | 23,700 | 54,660 | 25,000 | 103,360 | | Raj Patel | 21,700 | 54,660 | 22,000 | 98,360 | | Donald E. Souders, Jr. | 14,200 | 54,660 | 22,000 | 90,860 | | Aaron Tucker | 23,440 | 54,660 | 22,000 | 100,100 |
Director Compensation
| (1) Represents the full grant date fair value of the award. |
Director Compensation
| (2) Represents the retainer paid in 2023 for service on the Board of Directors during 2022. |
Director Compensation
For details on the restricted stock and options awarded to the Directors in 2023; as well as their aggregate holdings at year-end see below:
Director Compensation
| | | | Aggregate | | | | Number of | | Number of | | | | shares of | Grant Date | Restricted | | | | Restricted | Fair Value | Stock | Aggregate Number | | | Stock | of Stock | Awards | of Options | | Name | Awarded | Awarded | Outstanding | Outstanding | | Dr. Mark S. Brody | 2,000 | $54,660 | 4,000 | 21,467 | | Wayne Courtright | 2,000 | 54,660 | 4,475 | 21,467 | | David D. Dallas | 2,000 | 54,660 | 4,475 | 16,000 | | Robert H. Dallas, II | 2,000 | 54,660 | 4,000 | 15,967 | | Dr. Mary E. Gross | 2,000 | 54,660 | 4,475 | 12,800 | | Peter E. Maricondo | 2,000 | 54,660 | 4,475 | 21,467 | | Raj Patel | 2,000 | 54,660 | 4,000 | 6,867 | | Donald E. Souders, Jr. | 2,000 | 54,660 | 4,475 | — | | Aaron Tucker | 2,000 | 54,660 | 4,000 | 21,367 |