DEF 14A of Parke Bancorp, Inc.
Filed Mar 22, 2024 · FY20230001193125-24-074672
PROPOSAL I – ELECTION OF DIRECTORS
PROPOSAL I – ELECTION OF DIRECTORS The Board of Directors currently consists of nine members divided into three classes and such classes are required to be as nearly equal in number as possible. Directors are elected for three-year terms, or until their successors are elected and qualified. At the Annual Meeting, shareholders will consider and vote upon the election of three directors whose terms expire in 2027, each to serve a three-year term and until their successors are elected and qualified. It is intended that proxies solicited by the Board of Directors will, unless otherwise specified, be voted for the election of the named nominees for the terms indicated. If any nominee is unable to serve, the shares represented by all valid proxies will be voted for the election of such substitute as the Board of Directors may recommend or the size of the Board may be reduced to eliminate the vacancy. At this time, the Board of Directors knows of no reason why any nominee might be unavailable to serve. The following table sets forth for the nominees, the directors continuing in office and certain executive and other senior officers: name, age, the year the individual first became a director or officer of the Company, the term of office and the number and percentage of shares of Common Stock beneficially owned by each of them as of the Record Date.
PROPOSAL I – ELECTION OF DIRECTORS
| Name | Age at December 31, 2023 | Year First Elected or Appointed | Term of Office Expires | Shares of Common Stock Beneficially Owned(1) | Percent of Class | | BOARD NOMINEE FOR TERM TO EXPIRE IN 2027 | | | | | | | Daniel J. Dalton | 74 | 2005 | 2024 | 168,065(5) | 1.37% | | Arret F. Dobson | 52 | 2007 | 2024 | 198,493(6) | 1.61% | | Anthony J. Jannetti | 86 | 2007 | 2024 | 218,254(7) | 1.77% | | DIRECTORS CONTINUING IN OFFICE | | | | | | | Fred G. Choate | 78 | 2005 | 2025 | 48,669(8) | * | | Jeffrey H. Kripitz | 72 | 2007 | 2025 | 290,693(9) | 2.36% | | Jack C. Sheppard, Jr. | 70 | 2007 | 2025 | 196,687(10) | 1.60% | | Vito S. Pantilione | 72 | 2007 | 2026 | 339,494(2) | 2.76% | | Edward Infantolino | 76 | 2007 | 2026 | 230,689(3) | 1.87% | | Elizabeth A. Milavsky | 72 | 2020 | 2026 | 84,163(4) | * | | EXECUTIVE AND OTHER SENIOR OFFICERS WHO ARE NOT DIRECTORS | | | | | | | Ralph Gallo Executive Vice President and Chief Operating Officer | 66 | N/A | N/A | 18,163(11) | * | | Jonathan D. Hill Senior Vice President and Chief Financial Officer | 44 | N/A | N/A | 30 | * | | Ralph A. Bonadies Senior Vice President | 67 | N/A | N/A | 56 | * | | Paul E. Palmieri Senior Vice President | 65 | N/A | N/A | 97,918(12) | * | | Nicholas J. Pantilione Senior Vice President | 38 | N/A | N/A | 19,430(13) | * |
PROPOSAL I – ELECTION OF DIRECTORS
| * Less than 1% |
PROPOSAL I – ELECTION OF DIRECTORS
| (1) Includes shares of Common Stock held directly, as well as by spouses or minor children, in trust and other indirect beneficial ownership and shares that may be acquired pursuant to the exercise of options and shares that may be acquired upon a full conversion of the Series B Preferred Stock, in each case, within 60 days of the Record Date |
PROPOSAL I – ELECTION OF DIRECTORS
| (2) Includes 48,769 shares of Common Stock that may be acquired pursuant to the exercise of options within 60 days of the Record Date. |
PROPOSAL I – ELECTION OF DIRECTORS
| (3) Includes 38,696 shares of Common Stock that may be acquired pursuant to the exercise of options within 60 days of the Record Date. |
PROPOSAL I – ELECTION OF DIRECTORS
| (4) Includes 31,631 shares of Common Stock that may be acquired pursuant to the exercise of options within 60 days of the Record Date. |
PROPOSAL I – ELECTION OF DIRECTORS
| (5) Includes 32,750 shares of Common Stock that may be acquired pursuant to the exercise of options within 60 days of the Record Date. |
PROPOSAL I – ELECTION OF DIRECTORS
| (6) Includes 22,375 shares of Common Stock that may be acquired pursuant to the exercise of options within 60 days of the Record Date. |
PROPOSAL I – ELECTION OF DIRECTORS
| (7) Includes 31,375 shares of Common Stock that may be acquired pursuant to the exercise of options within 60 days of the Record Date. |
PROPOSAL I – ELECTION OF DIRECTORS
| (8) Includes 43,088 shares of Common Stock that may be acquired pursuant to the exercise of options within 60 days of the Record Date. |
PROPOSAL I – ELECTION OF DIRECTORS
| (9) Includes 22,375 shares of Common Stock that may be acquired pursuant to the exercise of options within 60 days of the Record Date. |
PROPOSAL I – ELECTION OF DIRECTORS
| (10) Includes 31,375 shares of Common Stock that may be acquired pursuant to the exercise of options within 60 days of the Record Date. |
PROPOSAL I – ELECTION OF DIRECTORS
| (11) Includes 17,346 shares of Common Stock that may be acquired pursuant to the exercise of options within 60 days of the Record Date. |
PROPOSAL I – ELECTION OF DIRECTORS
| (12) Includes 20,246 shares of Common Stock that may be acquired pursuant to the exercise of options within 60 days of the Record Date. |
PROPOSAL I – ELECTION OF DIRECTORS
| (13) Includes 15,675 shares of Common Stock that may be acquired pursuant to the exercise of options within 60 days of the Record Date. |
Biographical Information
Biographical Information Set forth below are biographies of the nominees for director, the continuing directors and the executive officers of the Company. These biographies contain information regarding the person’s service as a director, business experience, other directorships at any point during the last five years with any other public companies, information regarding involvement with certain types of proceedings, if applicable, and the experience, qualifications, attributes or skills that caused the Nominating Committee and the Board to nominate the individual for re-election to the Board and that qualify the Continuing Directors to continue to serve on the Board. Nominees for Director: Daniel J. Dalton. Mr. Dalton is currently Chairman of the Board of Directors of the Company and the Bank. Mr. Dalton retired as a salesperson for Brown & Brown, of New Jersey, a full-service insurance agency with offices throughout the state of New Jersey. He was President of Dalton Insurance Agency, LLC from 1997 to 2007. Mr. Dalton has served as an Adjunct Professor in the Department of Political Science and Economics at Rowan University. Mr. Dalton served as the New Jersey Secretary of State from 1992 through 1994 and served in both the New Jersey State Senate and Legislative Assembly. He was a founding Director and past President of the Boys and Girls Club of Gloucester County. He is a member of the Board of Trustees of Jefferson Health System of New Jersey. He also has served as a Board member of the New Jersey Casino Reinvestment Development Authority. The political and business experience that Mr. Dalton possesses enhances the depth of the Board. Arret F. Dobson. Mr. Dobson is currently Vice Chairman of the Board of Directors of the Company and the Bank. From 1989 to the present, Mr. Dobson has been a builder and land developer, developing numerous residential and commercial projects. Mr. Dobson is the co-owner of Dobson Turf Management, a company specializing in athletic field construction and maintenance. The company services numerous recreation complexes, universities, school districts, and golf courses. The company also has a retail division, selling powersports and specialty equipment to the tri-state area. The diversified professional background of Mr. Dobson supports the Company’s understanding of business trends. Anthony J. Jannetti. Mr. Jannetti is Founder and Chairman of Anthony J. Jannetti, Inc., a national health care marketing, communications, publishing and management firm located in Pitman, New Jersey. Mr. Jannetti currently serves as Chairman of the Board of Trustees for the Nursing Economics Foundation. He formerly served as the Chairman of the Foundation of the National Student Nurses Association, and the Banner Health Education Foundation. Mr. Jannetti is also a member of The American Society of Association Executives, The Health Care Marketing and Communications Counsel and The Professional Convention and Management Association. He is also an Honorary Member of many national nursing associations. Mr. Jannetti’s business and marketing background and expertise has been instrumental in steering the Bank’s marketing committee.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE “FOR” THE ELECTION OF THE ABOVE NOMINEES
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE “FOR” THE ELECTION OF THE ABOVE NOMINEES Continuing Directors: Fred G. Choate. Mr. Choate is the President and controlling shareholder of Atlantic Capital Funding, LLC, a position he has held since 1997. Following graduation from law school and military service as an army officer, he worked at Bank of America in international corporate finance including senior credit officer for the Bank of America Canada and branch manager and head of banking for Quebec. Over his career, Mr. Choate has served as CEO or CIO of private equity funds in the US, Canada, and Eastern Europe. Mr. Choate is a director of Xponance, a fund of funds servicing large institutional investors with over $15 billion under advisory. Previously, he was a director of Escalon Medical Corp. (Nasdaq: ESMC), a medical products company. Mr. Choate has also served on the audit committee of the board of directors of another financial institution. He is a member of the Institute of Directors of the United Kingdom. Mr. Choate has an extensive financial background and audit committee experience with other companies which makes him an asset to the Board of Directors. Jeffrey H. Kripitz. Mr. Kripitz recently retired as the owner and operator of Jeff Kripitz Agency in Northfield, New Jersey. He specialized in employee benefits such as life, health and long-term care insurance for both businesses and individuals. Mr. Kripitz was the former President of the Federation of Jewish Agencies of Atlantic and Cape May counties and serves as the chairman of their life and legacy program. Mr. Kripitz’s risk experience and exposure to multiple industries and businesses greatly enhances the depth of the Board of Directors. Jack C. Sheppard, Jr. From 1983 to 2013, Mr. Sheppard was an Executive Vice President with Bollinger Insurance, Inc., a New Jersey based insurance brokerage providing a full range of insurance products and risk management services. From 2013 to 2021, he was an Area Vice President with Arthur J. Gallagher & Co., providing risk management services to clients and insureds. He retired in 2021. He currently serves on the board of directors of Abilities Solutions, Inc., (board chair) and is a board member of Acenda Integrated Healthcare. Mr. Sheppard is a retired board member of Inspira Health Network, a NJ based hospital and community health care provider. Mr. Sheppard holds the CPIA designation (Certified Professional Insurance Agent) along with other insurance professional designations. Mr. Sheppard’s risk management experience along with his extensive community involvement strengthens the Board in the understanding and implementation of enterprise risk management. Vito S. Pantilione. Mr. Pantilione has served as the Company’s President and Chief Executive Officer and a director since its formation in 2005. From the time of the Bank’s formation in 1998, Mr. Pantilione has served as the President and Chief Executive Officer and a director of the Bank. Mr. Pantilione previously was the President and owner of Eagle Valley, a diversified mortgage company located in Philadelphia, Pennsylvania. From 1991 to 1994, he was employed as President of First Commercial Bank of Philadelphia. In addition, he previously was the President and owner of Interstate Mortgage Management, a mortgage brokerage company located in Southern New Jersey, and was the Executive Vice President of First Federal Savings of Hammonton. Mr. Pantilione was a past member of the Federal Reserve Bank of Philadelphia’s Community Depository Institution Advisory Council. Mr. Pantilione received an Honorary Doctorate from Philadelphia University in recognition of his many accomplishments in the areas of Finance and Banking. Mr. Pantilione’s financial industries experience and expertise has been invaluable to the Company. Mr. Pantilione is the father of Nicholas J. Pantilione, Senior Vice President and Chief Lending Officer, and a cousin to Ralph A. Gallo, Executive Vice President and Chief Operating Officer. Dr. Edward Infantolino. Dr. Infantolino began his practice of medicine in New Jersey in 1977. He served as President of Ocean Internal Medicine Associates, P.A. and he is now retired from the practice of medicine in Atlantic City and Somers Point, New Jersey. Dr. Infantolino is President of the Atlantic Investment Club which invests in stocks and bonds for its participants. Dr. Infantolino is the owner and Principal Broker of Key Land Development Company LLC in Celebration, Florida. He is a member of the Orlando Regional Realtors Association. Dr. Infantolino has previously been licensed to sell real estate in New Jersey and he has requested to be transferred into a referral status. He was a member of the Atlantic City and County Board of Realtors and the New Jersey Association of Realtors. His first banking experience was as a Founder and Director of Premium Federal Savings Bank in New Jersey until it was sold. Dr. Infantolino is a Founder of Parke Bank and has been a Director since its conception. Dr. Infantolino’s business, banking, and real estate background is an asset to the Board of Directors. Elizabeth A. Milavsky. On January 21, 2020, Ms. Milavsky, who joined the Bank in 2004, retired from her position as Executive Vice President and Chief Operating Officer responsible for administration of all areas of Bank operations, human resources, information technology, and compliance. Ms. Milavsky’s banking career started in 1969 at Aetna Federal S&L at an entry level position. She worked in various departments and rose to the level of Vice President until the bank merged in 1982 with Roxborough Manayunk Bank in Philadelphia, Pennsylvania. She continued her career at Roxborough where she was appointed as Senior Vice President of Operations. Her responsibilities included Electronic Banking, Information Technology, Retirement and Check Processing Departments, as well as the operations of the retail branch network. Her detailed knowledge of the Company and the Bank and her many years of experience in the banking industry makes her a significant asset to the Board of Directors. Directors Emeritus: Celestino R. (“Chuck”) Pennoni. Mr. Pennoni is currently Chairman Emeritus and Director Emeritus of the Company. From 2005 to January 2023, Mr. Pennoni was Chairman of the board of the Company and the Bank. Executive and Other Senior Officers Who Are Not Directors: Ralph “Guy” Gallo. Mr. Gallo is Executive Vice President and Chief Operating Officer and he joined the Bank in 2010. He is responsible for Branch operations, Deposit Operations, IT, HR, Loan Workout and Internal Audit. He has over forty years of banking experience primarily in banking operations and customer relationship management. As a Vice President at Mellon Bank, he managed Lockbox, Research & Adjustments and International Operations supporting commercial banking customers. As a Vice President at Image Remit, he managed a private label multi-state lockbox operation supporting regional banks in the Northeast US. Mr. Gallo is a cousin of Vito S. Pantilione, President and Chief Executive Officer.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE “FOR” THE ELECTION OF THE ABOVE NOMINEES
Jonathan D. Hill. Mr. Hill joined the Company in December 2023, and serves as Senior Vice President and Chief Financial Officer. Mr. Hill is a seasoned financial professional with more than twenty years of Finance and Accounting experience. Prior to joining the Company, Mr. Hill served at Republic Bank from December 2021 to December 2023, where he held numerous roles including Senior Vice President, Managing Director of Finance, Interim Chief Financial Officer, and Controller. Prior to his service at Republic Bank, Mr. Hill served as Senior Vice President, Senior Finance Manager-Mergers and Acquisitions for M&T Bank from August 2017 to December 2021. He also worked for Glenmede serving in various other roles in Finance and Accounting, from September 2002 to August 2017. Mr. Hill is a graduate of Drexel University, where he received his MBA with a concentration in Financial Management and received a BS in Accounting from Salisbury University. Ralph A. Bonadies. Mr. Bonadies joined the Company in January 2023 and serves as Senior Vice President and Chief Risk Officer. Mr. Bonadies has more than 20 years in Risk Management and Compliance experience. Prior to being hired by the Company, Mr. Bonadies served as Chief Risk Officer of Amboy Bank from 2021 through 2022. In addition, he worked as BSA Officer and Compliance Officer at Crown Bank from 2017 through 2021. Mr. Bonadies also worked as Compliance Manager at Provident Bank from 2014 through 2017, Regulatory Compliance Supervisor at RSM McGladrey from 2011 through 2014 and BSA Officer and Compliance Officer at Freedom Credit Union from 2003 through 2011. Paul E. Palmieri. Mr. Palmieri is Chief Credit Officer and Senior Vice President and joined Parke Bank in 2004. He has more than forty-five years of banking and accounting experience in the Greater Philadelphia market. Prior to joining the Bank, he was a Vice President and Commercial Loan Officer at Republic First Bank in Philadelphia, Pennsylvania from 1996 to 2004. Mr. Palmieri was an Assistant Vice President and Commercial Banker at Regent Bank in Philadelphia from 1993 to 1996. Mr. Palmieri was a staff accountant at Fedele and Company, CPAs of Upper Darby from 1989 to 1992. Mr. Palmieri was employed by various local banks in the Philadelphia market from 1977 to 1988. Nicholas J. Pantilione. Mr. Pantilione is Senior Vice President and Chief Lending Officer. He joined the Company in 2005 through an internship while attending Rowan University and started full-time with the Bank in 2009. Mr. Pantilione has thirteen years of lending experience and currently manages a lending staff of 5 people, which includes 3 loan officers and 2 underwriters. Additionally, he manages the Bank’s Business Development and Marketing Department, which includes 2 Business Development Officers and 1 Marketing Director. Prior to the Bank, Mr. Pantilione attended Stockton University where he earned a BS in Finance and played on the Varsity Baseball Team. Mr. Pantilione is the son of Vito S. Pantilione, President and Chief Executive Officer.
EXECUTIVE COMPENSATION
| Name and Principal Position | Year | Salary | Bonus | Option Awards(1) | All Other Compensation(2) | Total | | Vito S. Pantilione | 2023 | $1.102,500 | $425,000 | $ — | $17,841 | $1,545,341 | | President & Chief Executive Officer | 2022 | $1,069,500 | $850,000 | $ — | $38,751 | $1,958,251 | | Ralph Gallo | 2023 | $283,250 | $60,000 | $ — | $20,700 | $363,950 | | Executive Vice President and | 2022 | $279,683 | $50,000 | $99,100 | $39,702 | $468,485 | | Chief Operating Officer | | | | | | | | Paul Palmieri | 2023 | $262,500 | $40,000 | $— | $26,041 | $328,541 | | Senior Vice President and | 2022 | $254,869 | $60,000 | $74,325 | $54,782 | $443,976 | | Chief Credit Officer | | | | | | |
EXECUTIVE COMPENSATION
| (a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | | Year | PEO | Summary Compensation Table Total for PEO | Compensation Actually Paid to PEO | Average Summary Compensation Table Total for Non-PEO NEOs | Average Compensation Actually Paid to Non-PEO NEOs | Value of Initial Fixed $100 Investment Based on: | | | | | | | | | Total Shareholder Return | Net Income | | 2023 | Vito S. Pantilione | $1,545,341 | $1,564,345 | $346,245 | $347,507 | $151(6) | $28,436,000 | | 2022 | Vito S. Pantilione | $1,958,251 | $1,994,850 | $456,230 | $474,453 | $152(7) | $41,796,000 | | 2021 | Vito S. Pantilione | $1,737,112 | $1,763,335 | $356,347 | $370,926 | $148(8) | $40,732,000 |
EXECUTIVE COMPENSATION
| 2. | For the Non-PEO NEOs, the change in Average Compensation Actually Paid in 2023 [column (f)] compared to the Average SCT Total [column (e)] as reported for the corresponding year in the “Total” column of the SCT is due to adjustments in equity award values. For 2023, the Non-PEO NEOs include Mr. Gallo and Mr. Palmieri. See Footnote 4. |
EXECUTIVE COMPENSATION
| 4. | Equity Award Adjustments for the Average Non-PEO NEO Compensation Actually Paid: The following table sets forth the adjustments made during each year to the SCT “Total Compensation” column in the Pay vs Performance Table to arrive at average compensation “actually paid” to our Non-PEO NEOs during each of the years presented: |
DIRECTOR COMPENSATION
DIRECTOR COMPENSATION Set forth below is a table providing information concerning the compensation of the directors of the Company who are not NEOs for the year ended December 31, 2023. The only compensation received by directors was in the form of cash.
DIRECTOR COMPENSATION
| Name | Fees Earned or Paid in Cash ($) | Total ($) | | Fred G. Choate | 147,500 | 147,500 | | Daniel J. Dalton | 290,100 | 290,100 | | Arret F. Dobson | 153,000 | 153,000 | | Edward Infantolino | 99,154 | 99,154 | | Anthony J. Jannetti | 110,000 | 110,000 | | Jeffrey H. Kripitz | 126,170 | 126,170 | | Elizabeth Milavsky | 120,000 | 120,000 | | Jack C. Sheppard, Jr. | 129,513 | 129,513 |
DIRECTOR COMPENSATION
The number of options owned by each non-employee director at December 31, 2023, was as follows:
DIRECTOR COMPENSATION
| Name | Number of Options | | Fred G. Choate | 51,588 | | Daniel J. Dalton | 41,250 | | Arret F. Dobson | 30,875 | | Edward Infantolino | 47,196 | | Anthony J. Jannetti | 39,875 | | Jeffrey H. Kripitz | 30,875 | | Elizabeth Milavsky | 40,131 | | Jack C. Sheppard, Jr. | 39,875 |
DIRECTOR COMPENSATION
For the year ended December 31, 2023, the chairman and each other non-employee director received board fees of $8,500 and $3,000, respectively. Retainers of $77,000, $38,000, $25,000 and $17,000 were paid to the chairman, audit committee chairman, vice chairman, and each other non-employee director, respectively, regardless of attendance. Bonuses of $30,100, $29,000 and $25,000 were paid to the chairman, vice chairman, and each other non-employee director, respectively. Additionally, fees were paid in connection with attendance of committee meetings for all non-employee directors. For the fiscal year ended December 31, 2023, board fees totaled $1,338,988. Currently, each Company director also serves as a Bank director. Directors’ fees are paid by the Bank; there are no additional fees paid by the Company.