DEF 14A of ECB Bancorp, Inc. /MD/, Apr 11, 2025

DEF 14A of ECB Bancorp, Inc. /MD/

Filed Apr 11, 2025 · FY20240000950170-25-053039

Open on EDGAR

  1. “FOR” each of the nominees for director; and

    “FOR” each of the nominees for director; and • “FOR” the ratification of the appointment of Wolf & Company, P.C. as the Company’s independent registered public accounting firm. If any matter not described in this proxy statement is properly presented at the annual meeting, the persons named in the proxy card will use their judgment to determine how to vote your shares. This includes a motion to adjourn or postpone the meeting to solicit additional proxies. If the annual meeting is postponed or adjourned, your shares of Company common stock may also be voted by the persons named in the proxy card on the new meeting date, unless you have revoked your proxy. The Company does not know of any other matters to be presented at the annual meeting. You may revoke your proxy at any time before the vote is taken at the annual meeting. To revoke your proxy, you must either advise the Corporate Secretary of the Company in writing before your shares of Company common stock have been voted at the annual meeting, deliver a later-dated valid proxy or attend the meeting and vote your shares. In addition, if you voted by telephone or via the Internet, you may revoke your vote by following the instructions provided for each. Attendance at the annual meeting will not in itself constitute revocation of your proxy. If your shares of Company common stock are held in street name, you will receive instructions from your broker, bank or other nominee that you must follow to have your shares voted. Your broker, bank or other nominee may allow you to deliver your voting instructions by telephone or by the Internet. Please see the instruction form provided by your broker, bank or other nominee. If you wish to change your voting instructions after you have returned your voting instruction form to your broker, bank or other nominee, you must contact your broker, bank or other nominee.

  2. PROPOSAL 1 — ELECTION OF DIRECTORS

    PROPOSAL 1 — ELECTION OF DIRECTORS The Board of Directors of the Company is presently composed of seven members, all of whom are independent under the current listing standards of the Nasdaq Stock Market, except for Richard J. O’Neil, Jr. and Paul A. Delory. Mr. O’Neil is not deemed independent because he is an executive officer of the Company. Mr. Delory is not deemed independent because of fees paid to his law firm in connection with loan closings for which the Bank is the lender. In determining the independence of the Company’s directors, the Board of Directors considered relationships between the Company, the Bank and our directors and officers in addition to those relationships which are required to be reported under “Other Information— Transactions With Related Persons” below, including loans and deposit accounts that our directors maintain at the Bank. The Board of Directors is divided into three classes, each with three-year staggered terms, with approximately one-third of the directors elected each year. As a result of the director age limitation set forth in the Company's Bylaws, the term of Marjorie A. White, a current director of the Company, will expire at the annual meeting. In addition, the Nominating and Corporate Governance Committee of the Company's Board of Directors has nominated Dr. Maura E. Sullivan for election to a three-year term as a director of the Company at the annual meeting. As a result, stockholders will elect two directors to each serve a term of three years at the annual meeting. The nominees for election to serve a three-year term are Dr. Sullivan and Dennis J. Leonard, who is currently a director and serves as the Chairman of the Board of Directors of the Company and the Bank. Unless you indicate on your proxy card that your shares should not be voted for certain directors, the Board of Directors intends that the proxies solicited by it will be voted for the election of all of the Board’s nominees. If any nominee is unable to serve, the persons named in the proxy card will vote your shares to approve the election of any substitute proposed by the Board of Directors. Alternatively, the Board of Directors may adopt a resolution to reduce the size of the Board. At this time, the Board Directors knows of no reason why any nominee might be unable to serve. Information regarding the nominees and the directors of the Company continuing in office is provided below. Unless otherwise stated, each individual has held his or her current occupation for the last five years. The age indicated for each individual is as of December 31, 2024 and the indicated period of service as a director includes service as a director of the Bank. Based on their respective experiences, qualifications, attributes, and skills set forth below, the Board of Directors has determined that each current director and nominee should serve as a director. The Board of Directors recommends that you vote “FOR” the election of all nominees.

  3. Nominees for Election as Directors

    Nominees for Election as Directors Nominees for a Three-Year Term: Dennis J. Leonard retired as President and Chief Executive Officer of Delta Dental of Massachusetts in March 2023. Prior to his appointment as Chief Executive Officer of Delta Dental of Massachusetts, he had served as President of Delta Dental of Massachusetts since 2011. Prior to these appointments, Mr. Leonard served in many senior leadership roles such as Chief Sales Officer, Regional President and Vice President of Sales & Marketing. Age 69. Director since 2016. Mr. Leonard provides the Board of Directors with extensive executive experience in the areas of business development, general corporate governance and public relations. Mr. Leonard serves on the boards of several regional non-profit charitable organizations. He also serves as a trustee of Merrimack College. Maura E. Sullivan, M.D. is a practicing Primary Care Pediatrician and serves as President of Pediatrician, Inc. a pediatrics practice located in Winchester, Massachusetts. Dr. Sullivan is an active staff pediatrician at Winchester Hospital and serves as a Clinical Associate in Pediatrics at Massachusetts General Hospital. Dr. Sullivan holds a Certification from the American Board of Pediatrics. Age 60. Dr. Sullivan’s business experience, contacts and outstanding reputation in the local community make her a valuable resource for the Board of Directors and for the Company and the Bank.

  4. Directors Continuing in Office

    Directors Continuing in Office The following directors have terms ending in 2026: Joseph Sachetta was the founding member of Sachetta, LLC, a full-service wealth and tax advisory firm based in Lynnfield, Massachusetts. Mr. Sachetta is a certified public accountant as well as a certified financial planner. Mr. Sachetta’s educational and professional experience assists the Board of Directors with assessing the Company’s and the Bank’s accounting practices and tax matters. Additionally, his contacts in the greater Boston market and the local community make him a valuable resource for the Board of Directors and for the Company and the Bank. Age 67. Director since 1994. Susan Sgroi has served as Executive Vice President for Human Resources and Information Technology at Eversource Energy since January 2024. Prior to that time, Ms. Sgroi was Executive Vice President and Chief Human Resource Officer for Blue Cross Blue Shield of Massachusetts, the largest private health plan in Massachusetts and one of the largest independent, not-for-profit Blue Cross Blue Shield plans in the country. Age 60. Director since 2020. Ms. Sgroi’s significant experience, having worked for over 35 years in human resources for large corporations, provides the Board of Directors with valuable knowledge and experience in compensation and benefits, organizational effectiveness, culture change, talent management and capability development, mergers and acquisitions, general corporate governance matters and leadership coaching across multiple businesses and geographies. Ms. Sgroi has a proven track record of aligning strategic and business objectives with organizational and workforce strategies. The following directors have terms ending in 2027: Paul A. Delory is a practicing attorney and is the founder and principal of the Law Office of Paul A. Delory, a law firm headquartered in Everett, Massachusetts, which specializes in residential and commercial real estate, business law and land use planning. Mr. Delory has been a practicing attorney for over 45 years. Age 74. Director since 1997. Mr. Delory’s experience and knowledge in his areas of concentration as well as his extensive contacts in the local community make him a valuable resource for the Board of Directors and for the Company and the Bank. Elizabeth P. Jones is retired. From 1999 through her retirement in 2015, Ms. Jones served as President and Chief Executive Officer of the Bank. Prior to joining the Bank, Ms. Jones had decades of executive management experience with BayBank, during that institution’s substantial growth period, and eventually was employed by BankBoston. Age 74. Director since 2000. Ms. Jones’ extensive experience in the banking industry brings to the Board of Directors detailed institutional knowledge as well as significant regional retail banking and business development experience. Richard J. O’Neil, Jr. is the President and Chief Executive Officer of the Company and the Bank. He has served as President and Chief Executive Officer since 2016. Mr. O’Neil is a member of the Massachusetts Bar and served as a Director and outside General Counsel of the Bank prior to assuming the position of President and Chief Executive Officer. Age 67. Director since 1997. Mr. O’Neil’s experience provides the Board of Directors with a perspective on the day-to-day operations of the Company and the Bank and assists the Board of Directors in assessing opportunities and developments in the financial institutions industry. Over his legal and banking career, Mr. O’Neil has developed an extensive network of clients and customers which help to support our business development.

  5. Executive Officers Who Are Not Also Directors

    Executive Officers Who Are Not Also Directors John A. Citrano is our Executive Vice President and Chief Operating Officer. He joined the Bank in 2019 and is responsible for the leadership, direction and management of the operations of the Company and the Bank. Prior to joining the Bank, from 2011 until 2019, Mr. Citrano served as the Executive Vice President and Chief Financial Officer for Belmont Savings Bank. Mr. Citrano has 35 years of experience in the financial services industry, with more than 20 years as a senior level executive. Age 61. John Migliozzi is our Executive Vice President and Chief Lending Officer, positions he has held since January 2022. Prior to joining the Bank, Mr. Migliozzi served as Executive Vice President and Senior Lender for East Boston Savings Bank. Mr. Migliozzi was employed with East Boston Savings Bank for 23 years where he was responsible for overseeing its commercial and residential real estate portfolios. Mr. Migliozzi has over 35 years of experience in the financial services industry and his responsibilities include general oversight of our loan portfolio, including credit quality, loan yield and portfolio growth. Age 67. Brandon N. Lavertu has served as our Executive Vice President and Chief Financial Officer since July 2024. Prior to his appointment as Executive Vice President and Chief Financial Officer, Mr. Lavertu had served as Senior Vice President and Chief Accounting Officer of the Company since its organization in March 2022 and had served as Senior Vice President and Chief Accounting officer of the Bank since December 2021. Mr. Lavertu has 12 years in banking having served as the controller for Cambridge Savings Bank for two years and for seven years he served as the head of finance and accounting at Belmont Savings Bank. Prior to that he was a manager at Ernst & Young LLP serving financial institution clients. Mr. Lavertu is a certified public accountant registered in the Commonwealth of Massachusetts. Age 43.

  6. Summary Compensation Table

    Summary Compensation Table The following information is furnished for our principal executive officer and the two most highly compensated executive officers (other than the principal executive officer) whose total compensation exceeded $100,000 for the year ended December 31, 2024. These individuals, together with the principal executive officer, are the Company's “named executive officers.”

  7. Summary Compensation Table

    | Name and Principal Position | Year | Salary | Stock Awards (1) | Option Awards (2) | Non-Equity Incentive Compensation | All Other Compensation (3) | Total | | Richard J. O'Neil, Jr. | 2024 | $486,200 | $- | $- | $250,000 | $57,451 | $793,651 | | President and Chief Executive Officer | 2023 | 442,000 | 682,078 | 706,007 | 220,000 | 55,204 | 2,105,289 | | John A. Citrano | 2024 | $295,475 | $- | $- | $132,931 | $80,433 | $508,839 | | Executive Vice President and Chief Operating Officer | 2023 | 278,750 | 378,933 | 392,226 | 125,438 | 78,088 | 1,253,435 | | John Migliozzi | 2024 | $303,160 | $- | $- | $136,273 | $83,188 | $522,621 | | Executive Vice President and Chief Lending Officer | 2023 | 286,000 | 378,933 | 392,226 | 128,700 | 71,155 | 1,257,014 |

  8. Summary Compensation Table

    (1) Reflects the grant date aggregate fair value of restricted stock awards granted in 2023 under the Company’s 2023 Equity Incentive Plan, calculated in accordance with FASB ASC Topic 718 for stock-based compensation. The amounts were calculated based on the Company’s stock price of $10.12 on the date of grant, which was October 31, 2023. (2) Reflects the grant date aggregate fair value of stock options granted in 2023 under the Company’s 2023 Equity Incentive Plan, calculated in accordance with FASB 718 for stock-based compensation based upon a fair value of $4.19 for each option using the Black-Scholes option pricing model. For further information on the assumptions used to compute fair value, see footnote 10 to the notes to the consolidated financial statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023. The actual value, if any, realized by a named executive officer from any option will depend on the extent to which the market value of the common stock exceeds the exercise price of the option on the date the option is exercised. Accordingly, there is no assurance that the value realized by a named executive officer will be at or near the value estimated above. (3) Details of the amounts reported in “All Other Compensation” for fiscal 2024 are provided in the table below. All perquisites, which, in the aggregate, were less than $10,000 for each individual were excluded from “All Other Compensation.”

  9. Summary Compensation Table

    | | 401(k) Plan Matching Contributions | ESOP Allocations | Automobile Allowance | Life Insurance Premiums | Deferred Compensation Plan (a) | Total All Other Compensation | | Richard J. O'Neil, Jr. | $24,150 | $18,253 | $12,000 | $3,048 | $- | $57,451 | | John A. Citrano | 20,661 | 18,253 | - | 1,584 | 39,935 | 80,433 | | John Migliozzi | 21,198 | 18,253 | - | 3,048 | 40,689 | 83,188 |

  10. Summary Compensation Table

    (a) Represents the contributions made to the Deferred Compensation Plan for the benefit of Mr. Citrano and Mr. Migliozzi.

  11. Outstanding Equity Awards at Fiscal Year End

    Outstanding Equity Awards at Fiscal Year End The following table provides information concerning unexercised options and stock awards that have not vested for each of our named executive officers as of December 31, 2024:

  12. Outstanding Equity Awards at Fiscal Year End

    | | Option Awards | | | | | Stock Awards | | | Name | Grant Date | Number of Securities Underlying Unexercised Options Exercisable (1) | Number of Securities Underlying Unexercised Options Unexercisable (1) | Option Exercise Price | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (2) | Market Value of Shares or Units of Stock That Have Not Vested (3) | | Richard J. O'Neil, Jr. | 10/31/2023 | 33,700 | 134,798 | $10.12 | 10/31/2033 | — | — | | | 10/31/2023 | — | — | — | — | 53,919 | $800,158 | | John A. Citrano | 10/31/2023 | 18,722 | 74,888 | $10.12 | 10/31/2033 | — | — | | | 10/31/2023 | — | — | — | — | 29,955 | $444,532 | | John Migliozzi | 10/31/2023 | 18,722 | 74,888 | $10.12 | 10/31/2033 | — | — | | | 10/31/2023 | — | — | — | — | 29,955 | $444,532 |

  13. Outstanding Equity Awards at Fiscal Year End

    (1) Options vest in five equal annual installments commencing on October 31, 2024. (2) Shares of restricted stock vest in five equal annual installments commencing on October 31, 2024. (3) Based on the Company’s closing stock price of $14.84 on December 31, 2024, the last trading day of fiscal 2024.

  14. Defined Benefit Pension Plan

    Defined Benefit Pension Plan The Bank participates in the Defined Contribution Plan (Plan C) of CBERA, a tax-qualified defined benefit pension plan for eligible employees (the “Pension Plan”). The Pension Plan was frozen effective as of April 30, 2022. Freezing the Pension Plan eliminated all future participation and benefit accruals; however, the accrued benefits as of April 30, 2022, will remain. Messrs. O’Neil and Citrano have accrued benefits under the Pension Plan. Messrs. O’Neil and Citrano participate in the Pension Plan on the same terms as other employees. The normal retirement benefit formula under the Pension Plan provides for a benefit, payable at age 65 as a lifetime annuity, equal to: (i) 0.75% of a participant’s “ final average compensation,” multiplied by total years of service since 1989, plus (ii) 0.50% of the participant’s “ covered compensation,” multiplied by total years of service since 1989. “Final average compensation” is defined as a participant’s highest three consecutive calendar years’ compensation while participating in the plan. “Covered compensation” means the average Social Security Wage Base (as published by the Social Security Administration) during the 35 years prior to the participant’s Social Security retirement date. A participant vested in his or her benefit under the plan at a rate of 20% per year commencing after the completion of two years of credited service, so that the participant becomes 100% vested upon completion of six years of credited service. A participant may elect to retire early under the Pension Plan if he or she attained: (i) age 62; (ii) age 55, with at least 5 years of service or (iii) age 50, with at least 15 years of service.

  15. Director Compensation

    Director Compensation The following table sets forth for the year ended December 31, 2024 certain information as to the total remuneration we paid to our non-employee directors.

  16. Director Compensation

    | Name | Fees Earned or Paid in Cash | All Other Compensation | Total | | Paul A. Delory | $50,000 | $- | $50,000 | | Elizabeth P. Jones | 53,000 | - | 53,000 | | Dennis J. Leonard | 80,000 | - | 80,000 | | Joseph Sachetta | 62,000 | - | 62,000 | | Susan Sgroi | 60,000 | - | 60,000 | | Marjorie A. White | 50,000 | - | 50,000 |

  17. Director Compensation

    Director Fees. For the 2024 calendar year, non-employee directors of the Bank received an annual cash retainer of $50,000, except for the Chairman of the Board, who received an annual retainer fee of $80,000. In addition to the annual retainer, the chair of the Audit Committee received an annual committee retainer of $12,000, the chair of the Compensation Committee received an annual committee retainer of $10,000 and the chair of the Nominating and Corporate Governance Committee received an annual committee retainer of $3,000. Mr. O’Neil does not receive fees for his service on the Board of Directors. Each individual who serves as a director of the Bank also serves as a director of the Company. No additional fees were paid in 2024 for attending meetings of the Company Board of Directors or of its committees. Director Deferred Fee Plan. The Bank maintains the Everett Co-operative Bank Director Fee Continuation Plan (the “Deferred Fee Plan”). Directors of the Bank who were serving on the Board of Directors of the Bank as of January 1, 2017 became participants in the Deferred Fee Plan as of that date and are fully vested in their benefits under the Deferred Fee Plan. Directors who become participants after January 1, 2017, become 50% vested in their benefits after seven years of Board service and 100% vested after 12 years of Board service. Upon a director’s separation from service from the Board of Directors on or after attaining their normal retirement age, the director will receive an annual benefit for ten years. If a director separates from service prior to the director’s normal retirement age, he or she will receive the vested portion of their benefits in 10 annual installments beginning after their normal retirement age (as if they had separated from service after attaining their normal retirement age). If a director dies prior to separating from service, his or her beneficiary will receive the present value of the benefit within 90 days of the director’s death. If the director dies while benefits are being paid, his or her beneficiary will receive the present value of the remaining payments in a lump sum within 90 days of the director’s death. If a director separates from service within two years of a change in control, the director will receive the present value of their benefits in a lump sum. The normal retirement age and annual benefit for each director is set forth in a schedule to the Deferred Fee Plan. The normal retirement age under the Deferred Fee Plan is age 75 for all current directors. The annual normal retirement age benefit for all current directors, other than Mr. Sachetta, is $20,000. The annual normal retirement benefit for Mr. Sachetta is $32,500. Mr. O’Neil participates in the Deferred Fee Plan on the same basis as other directors. All of the current directors participate in the Deferred Fee Plan. Director Deferred Compensation Plan. The Bank maintains the Everett Co-operative Bank Deferred Compensation Plan for Directors (the “Director Deferred Compensation Plan”) to allow for certain tax planning opportunities and additional retirement income for directors of the Bank. All non-employee directors are eligible to participate in the Director Deferred Compensation Plan. Under the Director Deferred Compensation Plan, directors may elect to defer the receipt of up to 100% of their director fees. Participants are always 100% vested in their deferred fees and any interest credited to those deferrals. Earnings are credited to a participant’s deferrals each year and are indexed to the highest certificate of deposit rate offered by the Bank on January 1st of each year. The Bank, at its discretion, may instead determine earnings under the Director Deferred Compensation Plan based on certain hypothetical investments. The timing of benefit payments under the Director Deferred Compensation Plan will occur on a fixed date, as elected by the participant or upon a separation from service. Benefits will be paid in either a lump sum or up to three annual installments, as elected by the participant. Benefits may be distributed earlier than normal if a director incurs certain financial hardships. Directors Leonard, Sachetta and Sgroi have deferral accounts in the Director Deferred Compensation Plan. Retiree Health/Dental Coverage. In connection with their prior employment with the Bank, Directors White and Jones receive retiree insurance coverage through the Massachusetts Bankers Association at no cost to them. The retiree insurance coverage supplements their Medicare coverage.