DEF 14A of SR Bancorp, Inc.
Filed Oct 17, 2024 · FY20240001193125-24-238880
Considerations Respecting Director Nominees and Candidates
Considerations Respecting Director Nominees and Candidates Minimum Qualifications for Director Nominees. The Governance and Nominating Committee has adopted a set of criteria that it considers when it selects individuals to be nominated for election to the Board of Directors. A candidate must meet the eligibility requirements set forth in our Bylaws, which include an age limitation provision and a requirement that the candidate has not been subject to certain criminal or regulatory actions. A candidate also must meet any qualification requirements set forth in any Board of Directors or committee governing documents. If a candidate is deemed eligible for election to the Board of Directors, the Governance and Nominating Committee will then evaluate the following criteria in selecting nominees:
Considerations Respecting Director Nominees and Candidates
| • | contributions to the range of talent, skill and expertise of the Board of Directors; |
Considerations Respecting Director Nominees and Candidates
| • | financial, regulatory and business experience, knowledge of the banking and financial service industries, familiarity with the operations of public companies and ability to read and understand financial statements; |
Considerations Respecting Director Nominees and Candidates
| • | familiarity with our market area and participation in and ties to local businesses and local civic, charitable and religious organizations; |
Considerations Respecting Director Nominees and Candidates
| • | personal and professional integrity, honesty and reputation; |
Considerations Respecting Director Nominees and Candidates
| • | the ability to represent the best interests of our stockholders and the best interests of SR Bancorp; |
Considerations Respecting Director Nominees and Candidates
| • | the ability to devote sufficient time and energy to the performance of his or her duties; |
Considerations Respecting Director Nominees and Candidates
| • | independence, as that term is defined under applicable Securities and Exchange Commission and stock exchange listing criteria; |
Considerations Respecting Director Nominees and Candidates
| • | gender and ethnic diversity; and |
Considerations Respecting Director Nominees and Candidates
| • | equity holdings. |
Considerations Respecting Director Nominees and Candidates
The Governance and Nominating Committee will also consider any other factors it deems relevant, including diversity, competition, size of the Board of Directors and regulatory disclosure obligations. When nominating an existing director for re-election to the Board of Directors, the Governance and Nominating Committee will consider and review an existing director’s attendance and performance at Board meetings and at meetings of committees on which he or she serves; length of Board service; the experience, skills and contributions that the existing director brings to the Board; and independence. Director Nomination Process. The process that the Governance and Nominating Committee follows to identify and evaluate individuals to be nominated for election to the Board of Directors is as follows: For purposes of identifying nominees for the Board of Directors, the Governance and Nominating Committee relies on personal contacts of the committee members and other members of the Board of Directors, as well as its knowledge of members of the communities Somerset Regal Bank serves. The Board of Directors will also consider director candidates recommended by stockholders according to the policy and procedures set forth below. The Governance and Nominating Committee has not used an independent search firm to identify nominees. In evaluating potential nominees, the Governance and Nominating Committee determines whether the candidate is eligible and qualified for service on the Board of Directors by evaluating the candidate under the criteria set forth above. If such individual fulfills these criteria, the Governance and Nominating Committee will conduct a check of the individual’s background and interview the candidate to further assess the qualities of the prospective nominee and the contributions he or she would make to the Board. Consideration of Director Candidates Recommended by Stockholders. The Governance and Nominating Committee will consider director candidates recommended by stockholders who appear to be qualified to serve on our Board of Directors. However, the Governance and Nominating Committee may choose not to consider an unsolicited recommendation if no vacancy exists on the Board of Directors and the Governance and Nominating Committee does not perceive a need to increase the size of the Board of Directors. To avoid the unnecessary use of the Governance and Nominating Committee’s resources, the Governance and Nominating Committee will consider only those director candidates recommended in accordance with the procedures set forth below. Procedures to be Followed by Stockholders. To submit a recommendation of a director candidate to the Governance and Nominating Committee, a stockholder should submit the following information in writing, addressed to the Chairman of the Governance and Nominating Committee, care of the Corporate Secretary, at our main office:
Considerations Respecting Director Nominees and Candidates
| • | A statement that the writer is a stockholder and is proposing a candidate for consideration by the Governance and Nominating Committee; |
Considerations Respecting Director Nominees and Candidates
| • | The name and address of the stockholder as they appear on our books, and of the beneficial owner, if any, on whose behalf the nomination is made; |
Considerations Respecting Director Nominees and Candidates
| • | The class or series and number of shares of our capital stock that are owned beneficially or of record by such stockholder and such beneficial owner; |
Considerations Respecting Director Nominees and Candidates
| • | A description of all arrangements or understandings between such stockholder and each proposed nominee and any other person or persons (including their names) pursuant to which the nomination(s) are to be made by such stockholder; |
Considerations Respecting Director Nominees and Candidates
| • | A representation that such stockholder intends to appear in person or by proxy at the meeting to nominate the nominee named in the stockholder’s notice; |
Considerations Respecting Director Nominees and Candidates
| • | The name, age, personal and business address and the principal occupation of the candidate; |
Considerations Respecting Director Nominees and Candidates
| • | The candidate’s written consent to serve as a director; |
Considerations Respecting Director Nominees and Candidates
| • | A statement of the candidate’s business and educational experience and all other information relating to such person that would indicate such person’s qualification to serve on the Board of Directors; and |
Considerations Respecting Director Nominees and Candidates
| • | Such other information regarding the candidate or the stockholder as would be required to be included in our proxy statement pursuant to Regulation 14A of the Securities and Exchange Commission. |
Considerations Respecting Director Nominees and Candidates
For a director candidate to be considered for nomination at an annual meeting of stockholders, the Governance and Nominating Committee must receive the recommendation at least 120 calendar days before the date of our proxy statement for the previous year’s annual meeting, advanced by one year.
DIRECTORS’ COMPENSATION
| Director Compensation Table for the Year Ended June 30, 2024 | | | | | Name | Fees Earned or Paid in Cash | All other Compensation | Total | | Mary E. Davey | $74,300 | $— | $74,300 | | Marc Lebovitz(1) | 54,250 | — | 54,250 | | Thomas Lupo(1) | 54,250 | — | 54,250 | | John W. Mooney | 75,050 | — | 75,050 | | James R. Silkensen | 72,200 | — | 72,200 | | Douglas M. Sonier | 76,800 | — | 76,800 |
Item 1 — Election of Directors
Item 1 — Election of Directors SR Bancorp’s Board of Directors consists of nine members. At the Annual Meeting, James R. Silkensen will retire, at which point the Board of Directors will consist of eight members. The Board of Directors is divided into three classes with three-year staggered terms, with one-third of the directors elected each year. The nominees for election at this year’s annual meeting are Mary E. Davey, Thomas Lupo and John W. Mooney. Each nominee currently serves as a director of SR Bancorp and Somerset Regal Bank. The Board of Directors intends to vote the proxies solicited by it in favor of the election of the nominees named above. If the nominees are 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 of Directors. At this time, the Board of Directors knows of no reason why any of the nominees might be unable to serve. The Board of Directors unanimously recommends a vote “FOR” each of the nominees for director. Information regarding the Board of Directors’ nominees and the directors continuing in office is provided below. Unless otherwise stated, each individual has held his or her current occupation for the last five years. The indicated age for each individual is as of June 30, 2024. The indicated period for service as a director includes service as a director of Somerset Regal Bank. There are no family relationships among the directors.
Director Nominees for Term Expiring in 2027
Director Nominees for Term Expiring in 2027 Mary E. Davey has over 45 years of experience in upper management of non-profit organizations with responsibility for projects such as special needs housing, budget development and management, state and federal government grants, programmatic oversight and work with external auditors and outside funding bodies. Her profession includes membership in the National Association of Social Workers, Children’s Interagency Coordinating Council of Bergen County Executive Board and Chair of the Mental Health – Education Partnership/Subcommittee and a member of the Suicide Prevention and Education Committee for Bergen County and the Ridgewood Stigma-free Committee. Ms. Davey holds a Bachelor’s Degree in Sociology from Anna Maria College and a Master’s Degree in Social Work from Rutgers University. Ms. Davey is a civic leader with deep management and budgeting experience. Age 74. Director since 1995. Thomas Lupo is a retired banking professional with a career spanning over 50 years in bank management. He most recently served, since its inception in 2007, as President and Chief Executive Officer of Regal Bank, and also as President and Chief Executive Officer of Regal Bancorp since its inception, until the merger with Somerset Regal Bank and SR Bancorp in 2023. Mr. Lupo has held executive management positions at several community commercial banks and gained extensive experience in commercial lending, having served as Chief Lending Officer at several banks. Mr. Lupo received his BS degree in Accounting and Economics from Upsala College and his MBA in Bank Management from Fairleigh Dickinson University. He has served on numerous boards including, most recently, Bankers Cooperative Group and NJ Bankers. He also served as President of the Community Bankers Association of New Jersey. Mr. Lupo’s extensive commercial banking and lending experience provides a valuable resource to the Board of Directors. Age 72. Director since 2023. John W. Mooney is a retired Specialty Chemical Executive with 35 years of experience, progressing through manufacturing, marketing, business development and general management. He received a BS in Chemical Engineering from Rutgers University and an MBA from Rider University. He spent 33 years with National Starch and Chemical Company including seven years in a general manager position with global P&L responsibility for an $80 million unit supplying specialty chemicals to the Personal Care industry in the U.S., Europe and Asia. He spent the last few years of his career as Vice President of Business Development. Mr. Mooney serves on two non-profit boards: (1) The Central Jersey Housing Resource Center, where he also spent eight years as President; and (2) the Samaritan Homeless Interim Program. Mr. Mooney’s business experience is of significant benefit to the Board of Directors. Age 74. Director since 2011.
Directors Continuing in Office with Terms Expiring in 2025
Directors Continuing in Office with Terms Expiring in 2025 Marc Lebovitz is the owner and President of Romark Logistics, a full-service tech-focused logistics company offering innovative and customized supply chain solutions nationwide. He currently oversees the executive team responsible for strategic planning, financial management, operations, and business development. He also serves as a Principal of Woodmont Industrial Partners which owns and manages a portfolio of industrial properties. He graduated from Wagner College with a Bachelor of Science in Business Management and serves on numerous boards and committees within the real estate, education, leadership, and commercial business fields. Mr. Lebovitz’s extensive business and board experience provides the board of directors with valuable insight into business and operational matters. Age 54. Director since 2023. William P. Taylor has served as Chairman of the Board of Somerset Regal Bank, and its predecessor, Somerset Savings Bank, since 2018. Mr. Taylor has been Chief Executive Officer of Somerset Savings Bank since 2013 and prior to that, served as President since 2009. Mr. Taylor holds a Bachelor’s of Science degree from Wake Forest University in accounting. Mr. Taylor joined Somerset Savings Bank in 1983 as assistant vice president and controller. Mr. Taylor serves on the Board of the New Jersey Bankers Association and the Somerset County Business Partnership. Mr. Taylor’s extensive executive leadership and banking experience and knowledge of our market area enhances the breadth of experience of the Board of Directors. Age 66. Director since 2007. Douglas M. Sonier is a graduate from Rider University with a BS in Accounting. He began his career with the accounting and advisory firm of WithumSmith+Brown where he was a partner for over 40 years and is currently an Emeritus Partner. His experience is primarily with privately held and not-for-profit businesses in the manufacturing, professional service, retail, and wholesale/distribution sectors. Mr. Sonier’s accounting experience benefits our Board of Directors in its oversight of audit and financial reporting matters. Age 74. Director since 1986.
Directors Continuing in Office with Terms Expiring in 2026
Directors Continuing in Office with Terms Expiring in 2026 David M. Orbach has served as Executive Chairman of the Board of Regal Bancorp since its formation and of Regal Bank since 2011. Mr. Orbach acted as the lead organizer in founding Regal Bank in 2007. Prior to joining Regal, from 2005 to 2011, Mr. Orbach was the Managing Partner and Founder of Gallant Funding, L.P., a private mezzanine and bridge lending company for commercial real estate in the New Jersey and New York regions. Before starting Gallant, he served as Vice President and General Counsel, as well as a Director and Corporate Secretary, of NorCrown Bank, a community bank based in Livingston, New Jersey. Prior to joining NorCrown, Mr. Orbach was an associate in the real estate department of the law firm of Pryor Cashman Sherman & Flynn LLP, located in New York City. Mr. Orbach is involved with numerous charitable and non-profit organizations and serves as a board member within several of these organizations. Mr. Orbach earned his B.A. in Economics from the City University of New York at Queens College and his J.D. from the Benjamin N. Cardozo School of Law. Mr. Orbach’s extensive banking experience and commercial real estate experience is of significant benefit to the Board of Directors. Age 50. Director since 2023. Christopher J. Pribula has been President and Chief Operating Officer of Somerset Regal Bank, and its predecessor, Somerset Savings Bank, since 2019, having previously served as Executive Vice President and Chief Operating Officer beginning in 2013. Mr. Pribula worked in several community banks, including The Chatham Trust Company, West Jersey Community Bank, Prestige State Bank and Somerset Hills Bank, prior to joining Somerset Savings Bank in 2006 as Vice President – Operations Division Manager. Mr. Pribula serves on the Board of Raritan Valley Habitat for Humanity as Treasurer. Mr. Pribula is a graduate of Kean University with a degree in accounting. Mr. Pribula’s extensive banking and accounting experience provides expertise to the Board of Directors. Age 60. Director since 2018.
Summary Compensation Table
Summary Compensation Table The following table sets forth for the years ended June 30, 2024 and 2023 certain information as to the total compensation paid to our Chief Executive Officer and our two other most highly compensated executive officers. Each executive is referred to as a “named executive officer.” The table excludes perquisites, which did not exceed $10,000 in the aggregate for each named executive officer.
Summary Compensation Table
| Summary Compensation Table | | | | | | | Name and Principal Position | Year | Salary | Bonus | All Other Compensation(2) | Total | | William P. Taylor | 2024 | $460,000 | $115,000 | $39,190 | $614,190 | | Chief Executive Officer of the Company and the Bank and Chairman of the Bank | 2023 | 453,400 | 115,000 | 93,070 | 661,470 | | Christopher J. Pribula | 2024 | $400,000 | $80,000 | $36,431 | $516,431 | | President and Chief Operating Officer of the Company and the Bank | 2023 | 393,308 | 80,000 | 188,639 | 661,947 | | David M. Orbach | 2024 | $295,675 | $57,877 | $28,981 | $382,533 | | Executive Chairman of the Company and Executive Vice Chairman of the Bank(3) | | | | | |
Summary Compensation Table
| (1) Represents bonuses paid pursuant to each executive’s employment agreement. |
Summary Compensation Table
| (2) The compensation represented by the amounts for 2024 set forth in the “All Other Compensation” column for the Named Executive Officers is detailed in the following table: |
Summary Compensation Table
| | 401(k) Plan Employer Contributions | Employee Stock Ownership Plan | Automobile Allowance | Total All Other Compensation | | William P. Taylor | $9,900 | $13,567 | $15,723 | $39,190 | | Christopher J. Pribula | 9,900 | 13,567 | 12,964 | 36,431 | | David M. Orbach | 8,164 | 13,567 | 7,250 | 28,981 |
Summary Compensation Table
| (3) Mr. Orbach joined the Company on September 19, 2023. |
OTHER INFORMATION RELATING TO DIRECTORS AND EXECUTIVE OFFICERS
OTHER INFORMATION RELATING TO DIRECTORS AND EXECUTIVE OFFICERS