DEF 14A of ConnectOne Bancorp, Inc., Apr 11, 2024

DEF 14A of ConnectOne Bancorp, Inc.

Filed Apr 11, 2024 · FY20230001437749-24-011765

Open on EDGAR

  1. Who will bear the expense of soliciting proxies?

    Who will bear the expense of soliciting proxies? The Company will bear the cost of soliciting proxies. In addition to the solicitation by mail, proxies may be solicited personally or by telephone, facsimile or electronic transmission by our employees. In addition, we have retained Laurel Hill Advisory Group, LLC at an estimated cost of $6,500 plus reimbursement of out-of-pocket expenses, including per call fees for each call made, to assist in the solicitation of proxies. We also have agreed to indemnify Laurel Hill Advisory Group, LLC against certain liabilities in connection with this proxy solicitation. The Certificate and By-Laws of the Company provide that the number of Directors shall not be less than five or more than 25 and permit the exact number to be determined from time to time by the Board of Directors. Our eleven continuing directors and one new nominee have significant and varied operational, financial, risk, technology, compensation and human resources, corporate governance, leadership and other experience, and possess diversity of thought, gender and race. Over the past several years, we have enhanced the industry and Company-specific knowledge of our Board of Directors with fresh perspectives brought by our new directors. We believe that our directors are active and engaged and have the skills necessary to guide the Company as it grows, as our business strategy and the banking industry around us continue to evolve and as the financial services sector becomes ever more competitive. The Board continually seeks to refresh and improve its composition and has added new directors both as a result of the acquisition of other insured institutions and through searches when it was determined that different skill sets or points of view were needed for the Board. Pursuant to the Nominating and Corporate Governance Committee Charter as approved by the Board, the Nominating and Corporate Governance Committee (the “NCG Committee”) is charged with the central role in the process relating to director nominations, including identifying, interviewing and selecting individuals who may be nominated for election to the Board of Directors. As part of the Board’s commitment to refreshment, a mandatory retirement age of 75 for directors has been adopted.

  2. Who will bear the expense of soliciting proxies?

    | | 3 |

  3. Who will bear the expense of soliciting proxies?

    We have had 5 new members join our Board of Directors since 2018. If approved by the shareholders, nominee Susan O’Donnell will be the 6th new member to join the Board. The process the NCG Committee follows when it identifies and evaluates individuals to be nominated for election to the Board of Directors is as follows: Candidates to serve on the Board will be identified from all available sources, including recommendations made by shareholders. The NCG Committee’s charter provides that there will be no differences in the manner in which the NCG Committee evaluates nominees recommended by shareholders and nominees recommended by the NCG Committee or management, except that no specific process shall be mandated with respect to the nomination of any individuals who have previously served on the Board. The evaluation process for individuals other than existing board members will include:

  4. Who will bear the expense of soliciting proxies?

    | ● | A review of the information provided to the NCG Committee by the proponent of the candidate; |

  5. Who will bear the expense of soliciting proxies?

    | ● | If requested, a review of reference letters from at least two sources determined to be reputable by the NCG Committee; and |

  6. Who will bear the expense of soliciting proxies?

    | ● | An interview with the candidate, together with a review of such other information as the NCG Committee shall determine to be relevant. |

  7. Who will bear the expense of soliciting proxies?

    The NCG Committee, in evaluating potential director candidates, conducts a check of the individual’s background, interviews the candidate, and determines whether the candidate is eligible and qualified for service on the Board of Directors by evaluating the candidate under the selection criteria set forth herein. The biography of each of the nominees below contains information regarding the person’s tenure as a director, if an existing board member, business experience, other director positions held currently or at any time during the last five years, information regarding involvement in certain legal or administrative proceedings, if applicable, and the experiences, qualifications, attributes or skills that caused the NCG Committee and the Board to determine that the person should serve as a director for the Company. The Board of Directors has determined that the Board as a whole must have the right diversity and complementary mix of characteristics and skills for the optimal functioning of the Board in its oversight of the Company. The Company considers the following requirements for each of its members of the Board:

  8. Who will bear the expense of soliciting proxies?

    | ● | Experience: Current and past work and Board experience; knowledge of the banking industry and financial services companies; familiarity with the operations of public companies; and business and management experience and acumen. |

  9. Who will bear the expense of soliciting proxies?

    | ● | Personal characteristics: Ability to work collaboratively with management and as a member of the Board; ability to think strategically and develop a strategic vision or central idea for the Company; familiarity with and participation in the local businesses and the communities served by the Bank; integrity, accountability and independence. |

  10. Who will bear the expense of soliciting proxies?

    | ● | Director commitment: Time and effort available to devote to being a director; awareness and ongoing education; attendance at Board and committee meetings and other Company functions; other board commitments; stock ownership; changes in professional responsibilities; and length of service. |

  11. Who will bear the expense of soliciting proxies?

    | ● | Team and Company considerations: Balancing director contributions; diversity of skills; and financial condition. |

  12. Who will bear the expense of soliciting proxies?

    | | 4 |

  13. Who will bear the expense of soliciting proxies?

    The NCG Committee and the Board both believe that an effective director evaluation process enables it to gain insights into the effectiveness of the Board, its committees and its individual members, with the goal of continually enhancing Board performance. In this regard, each year the Board, through the NCG Committee conducts an evaluation of the performance, effectiveness, and fulfillment of fiduciary duties of the Board as a whole, and of the performance of each member of the Board. The Board evaluation process generally comprises:

  14. Who will bear the expense of soliciting proxies?

    | ● | An annual, overall board evaluation; |

  15. Who will bear the expense of soliciting proxies?

    | ● | An annual, individual director evaluation; and |

  16. Who will bear the expense of soliciting proxies?

    | ● | A background and skills matrix questionnaire. |

  17. Who will bear the expense of soliciting proxies?

    The evaluation is accomplished through completion of a written questionnaire by each director. The responses are provided to the NCG Committee, on an anonymous basis, and then shared with the full Board, also on an anonymous basis. The Board adopted a skills matrix that represents certain skills that the Board identified as particularly valuable to the effective oversight of the Company and execution of its business. The following matrix shows those skills and the number of current directors and Board nominees having each skill, highlighting the diversity of skills currently on the Board, and the table below shows the length of tenure of our current Board members.

  18. Who will bear the expense of soliciting proxies?

    | | Frank Sorrentino III | Frank Baier | Stephen T. Boswell | Frank Huttle III | Michael Kempner | Elizabeth Magennis | Nicholas Minoia | Anson M. Moise M.D. | Katherin Nukk-Freeman | Susan O'Donnell | Damiel Rifkin | Mark Sokolich | William A. Thompson | | Human Capital | | | x | | x | x | | x | x | x | x | | x | | C-Suite Experience | x | x | x | x | x | x | x | x | | | x | x | | | Business/Market Knowledge | x | x | x | x | x | x | x | x | | x | x | x | | | Risk Management | x | x | | x | | x | | | x | x | x | | x | | Public Company Governance | x | x | | | | x | x | | | x | | | x | | Financial Services Industry | x | x | | x | | x | x | | | x | x | | | | Finance, Audit & Tax | | x | | x | | | | | | | x | | x | | Large Complex Organization | x | x | | x | x | | | | | | | | | | Mergers & Acquisition | x | x | x | x | x | x | | | | | | | x | | Capital Markets | x | x | | | | | | | | | | | x | | Technology & Cybersecurity | x | x | | | | | | | | | | | | | Non-Financial Regulated Experience | | x | x | | x | | | x | | | | | | | Government Relations | | | x | x | x | | | | | | | x | x |

  19. Who will bear the expense of soliciting proxies?

    | Director Tenure | | | Less than 8 years | 10 | | 8 - 15 Years | 1 | | More than 15 years | 1 | | *Does not include prior service as a director of an acquired financial institution. | |

  20. Who will bear the expense of soliciting proxies?

    | | 5 |

  21. Who will bear the expense of soliciting proxies?

    Although we have not adopted a formal policy on diversity, the Board looks to promote corporate social responsibility and diversity when selecting candidates for Board service. When the Board determines there is a need to fill a director position, we begin to identify qualified individuals for consideration. We seek individuals that possess skill sets that a prospective director will be required to draw upon in order to contribute to the Board, including professional experience, education, and market knowledge. While education and skills are important factors, we also consider how candidates will contribute to the overall balance of the Board, so that we will benefit from directors with different perspectives, varying viewpoints and wide-ranging backgrounds and experiences. We view and define diversity in its broadest sense, which includes gender, ethnicity, education, experience and leadership qualities. As part of these efforts to promote corporate social responsibility, the following graphics summarize certain demographic characteristics of the Board of Directors: Total number of current directors: 12

  22. Who will bear the expense of soliciting proxies?

    | Part 1 - Gender Identity | Female | Male | Non-Binary | Did Not Disclose Gender | | # of Directors | 2 | 10 | 0 | 0 | | Part II: Demographic Background | | | | | | African American or Black | 0 | 1 | 0 | 0 | | Alaskan Native or Native American | 0 | 0 | 0 | 0 | | Asian | 0 | 0 | 0 | 0 | | Hispanic or Latino | 0 | 0 | 0 | 0 | | Native Hawiian or Pacific Islander | 0 | 0 | 0 | 0 | | White | 2 | 9 | 0 | 0 | | Two or more races or ethnicities | 0 | 0 | 0 | 0 | | LGBTQ+ | 0 | | | | | Did not disclose demographic backround | 0 | | | |

  23. Who will bear the expense of soliciting proxies?

    In addition, Board nominee Susan O’Donnell self identifies as female and white. For 2024, there are twelve (12) nominees for Director. There are no arrangements or understandings between any director, or nominee for directorship, pursuant to which such director or nominee was selected as a director or nominee. The Board of Directors of the Company has nominated for election to the Board of Directors the persons named below, each of whom currently serves as a member of the Board, except for Susan O’Donnell, who is being nominated to the Board for the first time. If elected, each nominee will serve until the 2025 Annual Meeting of Shareholders, and until his or her replacement has been duly elected and qualified. The Board of Directors has no reason to believe that any of the nominees will be unavailable to serve if elected. William Thomson, who has been a director of the Company and its predecessor since 1994, informed our Nominating and Corporate Governance Committee that he did not wish to seek renomination to the Board, in order to devote more time to his family and personal endeavors. His input and expertise during the last three decades have been invaluable to the Company. The Board of Directors wishes to express its gratitude to Mr. Thompson for his services, and best of luck on his continued success. The following table sets forth the names, ages, principal occupations, and business experience for all nominees, as well as their prior service on the Board, if any. Unless otherwise indicated, principal occupations shown for each Director have extended for five or more years.

  24. Who will bear the expense of soliciting proxies?

    | | 6 |

  25. Who will bear the expense of soliciting proxies?

    The biography of each nominee is set out below and contains information regarding the nominee’s tenure as a director, their age, business experience for at least the last five years, other public company directorships held during the last five years, and the experiences, qualifications, attributes or skills that caused the Nominating Committee and the Board to determine that the person should be nominated to serve as a director. Unless otherwise indicated below, each director nominee has served in their current position for at least five years.

  26. Who will bear the expense of soliciting proxies?

    | | Frank Sorrentino III Mr. Sorrentino became Chairman and Chief Executive Officer of the Company commencing as of the closing of the Merger with the former ConnectOne Bancorp, Inc. (“Legacy ConnectOne”) on July 1, 2014 (the “Merger”). Prior to this, Mr. Sorrentino served as Chairman and Chief Executive Officer of Legacy ConnectOne and ConnectOne Bank. Prior to becoming Chairman and Chief Executive Officer of Legacy ConnectOne and ConnectOne Bank, Mr. Sorrentino was a founding organizer of ConnectOne Bank and a builder and construction manager in Bergen County, New Jersey. Through his business contacts in our market, Mr. Sorrentino has been able to bring clients and investors to the Company, and his real estate experience in our market is of great value to the Board. In addition, as the Company’s senior executive officer, his insight on the Company’s operations is invaluable to the Board. | | AGE: 62 DIRECTOR SINCE: 2014 POSITION: Chairman of the Board & Chief Executive Officer of ConnectOne Bancorp, Inc. and ConnectOne Bank | |

  27. Who will bear the expense of soliciting proxies?

    | | Frank Baier Mr. Baier serves as Executive Vice President and Chief Financial Officer of Continental Grain Company, a diversified operating and investment company. He has held this position since 2012. Mr. Baier has held senior financial executive roles at a variety of companies including Capital Access Network, Inc., Independence Community Bank, and ContiFinancial Corporation. He was also a consultant for Meridian Capital Group, LLC, and a partner at Columbia Financial Partners. Mr. Baier has an extensive background in finance. Mr. Baier’s extensive background and understanding of finance proves invaluable to the Board. | | AGE: 58 DIRECTOR SINCE: 2014 POSITION: Executive Vice President and Chief Financial Officer of Continental Grain Company, a diversified operating and investment company | |

  28. Who will bear the expense of soliciting proxies?

    | | 7 |

  29. Who will bear the expense of soliciting proxies?

    | | Stephen T. Boswell Mr. Boswell is a founding organizer of the Bank. His firm, Boswell Engineering, Inc., where he currently serves as Vice Chairman of the Board and formerly served as the President and Chief Executive Officer from 1990-2023, is involved in many projects in our market. Through his business activities, Mr. Boswell has a strong sense of business conditions in our market that is invaluable to the Board. | | AGE: 70 DIRECTOR SINCE: 2014 POSITION: Vice Chairman of the Board at Boswell Engineering, Inc. | |

  30. Who will bear the expense of soliciting proxies?

    | | Frank Huttle III Mr. Huttle is a founding organizer of the Bank. Mr. Huttle is a partner at the law firm of Pashman Stein Walder Hayden P.C., and was formerly a partner and of counsel to the law firm of Decotiis, Fitzpatrick, Cole and Giblin. Mr. Huttle also served as the Mayor of the City of Englewood, New Jersey until December 31, 2018. Prior to entering his legal practice in 1988, he was a Partner with Touche Ross & Co. Mr. Huttle also served as President of Hudson Capital Properties, a real estate management and investment company, and as Executive Vice President and General Counsel of Hudson Media Inc., a diversified magazine service and holding company. Mr. Huttle’s extensive experience in the insurance, mortgage banking and real estate industries provides valuable insight to the Board. | | AGE: 70 DIRECTOR SINCE: 2014 POSITION: Partner at Pashman Stein Walder Hayden P.C. | |

  31. Who will bear the expense of soliciting proxies?

    | | Michael Kempner Mr. Kempner is a founding organizer of the Bank. He has over 30 years of public relations and marketing experience and has served as President and Chief Executive Officer for MWWPR since 1985. His experience as the head of a locally based media company has proved invaluable to the Board. | | AGE: 66 DIRECTOR SINCE: 2014 POSITION: President & Chief Executive Officer, MWWPR | |

  32. Who will bear the expense of soliciting proxies?

    | | 8 |

  33. Who will bear the expense of soliciting proxies?

    | | Elizabeth Magennis Ms. Magennis became President of the Bank in December of 2020, having previously served as the Bank’s Executive Vice President and Chief Lending Officer beginning in September of 2006, including service to Legacy ConnectOne prior to the Merger. As President of the Bank, Ms. Magennis provides extensive leadership and managerial experience to the Board, and her insight into the Bank’s operations is critical to the Board. | | AGE: 55 DIRECTOR SINCE: 2023 POSITION: President of ConnectOne Bank (December 2020 – Present), Executive Vice President and Chief Lending Officer of ConnectOne Bank (September 2006 – December 2020) | |

  34. Who will bear the expense of soliciting proxies?

    | | Nicholas Minoia Mr. Minoia is the Founding and Managing Partner of Diversified Properties. Founded in 2000, Mr. Minoia’s leadership has helped Diversified Properties and affiliated entities successfully create dozens of multifamily communities comprising over 10,000 units across NJ, NY, PA, MD and CT and manage an existing portfolio and development pipeline spanning several thousand residential units across multiple properties in three different states. Mr. Minoia’s experience as a principal of a full-service real estate group and his knowledge about the real estate market led the Board to conclude that Mr. Minoia should serve as a director. | | AGE: 68 DIRECTOR SINCE: 2009 POSITION: Managing Partner of Diversified Properties | |

  35. Who will bear the expense of soliciting proxies?

    | | Anson M. Moise Dr. Moise is a physician, graduating from Cornell Medical College and board certified in both anesthesiology and pain management. Dr. Moise currently serves as a member of the Governing Board of the Health East Ambulatory Surgical Center and as an attending physician at several area hospitals. He also serves as the Chairman of YourDrs Inc., a telemedicine software company, and an owner of Health East Medical Alliance. He previously served as the Medical Director, Pain Specialists of New York & New Jersey. He is the co-founder of a substance abuse clinic, which helps those addicted to opioids and other illicit drugs. Dr. Moise is a long-time resident of our Bergen County market area, and is deeply committed to the community through his medical practice and affiliations with medical organizations and associations. In addition, his viewpoints and experiences will help the Board better ensure that the Company serves all communities in its trade area. These factors led the Nominating and Corporate Governance Committee to conclude that Dr. Moise would make a valuable contribution to the Board. | | AGE: 44 DIRECTOR SINCE: 2021 POSITION: Attending Physician, Englewood Hospital Medical Center | |

  36. Who will bear the expense of soliciting proxies?

    | | 9 |

  37. Who will bear the expense of soliciting proxies?

    | | Katherin Nukk-Freeman Ms. Nukk-Freeman is the co-founder of Nukk-Freeman & Cerra, P.C. a labor and employment law firm located in New York and New Jersey, as well as the co-founder of SHIFT HR Compliance Training. She has also served on the Board of Directors of the New York Society of Security Analysts (2010-2016), the Advisory Board of the Healthcare Businesswomen’s Association (2009 – 2019), as General Counsel to The Healthcare Marketing & Communications Council (2005 – 2009), on the Board of Trustees, Susan G. Komen Breast Cancer Foundation, Human Resources Committee (2004 – 2010), the Board of Trustees, The New Jersey Symphony Orchestra; Human Resources Committee (1999-2008) and the Board of Directors of the Commerce and Industry Association of New Jersey (2013 – 2016). Ms. Nukk-Freeman’s expertise in employment law, and best business practices in Human Resources and Diversity, Equity and Inclusion, coupled with her entrepreneurial undertakings, provides the Board with a unique and invaluable perspective. | | AGE: 55 DIRECTOR SINCE: 2018 POSITION: Co-founder of Nukk-Freeman & Cerra PC | |

  38. Who will bear the expense of soliciting proxies?

    | | Susan O’Donnell Ms. O’Donnell has over 30 years’ experience as an executive and board compensation and governance expert, with the last 20 dedicated to serving the banking industry. Ms. O’Donnell was a Partner at Meridian Compensation Partners, LLC where she retired in 2023 after 10 years. She also led Pearl Meyer & Partners’ banking industry practice for 10 years. She has significant experience in the banking industry and served as a regular speaker and educator at association meetings and conferences. Susan’s expertise includes public company compensation and governance practices, shareholder engagement, investor/SEC perspectives and talent / human resources matters. Her board compensation and corporate governance experience and point of view make her a valuable addition to the Board. | | AGE: 60 DIRECTOR SINCE: Nominee POSITION: Retired; Formerly Partner of Meridian Compensation Partners LLC | |

  39. Who will bear the expense of soliciting proxies?

    | | Daniel Rifkin Mr. Rifkin has been a certified public accountant since 1993 and, since 1999, has served as the Managing Partner of Rifkin & Company, LLP. Mr. Rifkin provides accounting services to both business enterprises and individuals, including tax planning, tax preparation, compilations, audits, and reviews. In addition, he serves as the President of Payserv Corporation, a payroll processing and human resource management company. Mr. Rifkin is a member of the American Institute of CPAs and the New York State Society of CPAs. Mr. Rifkin also serves as a trustee of Hackley School in Tarrytown, NY and St. Thomas Aquinas College in Sparkill, NY. Mr. Rifkin joined the Board of Directors in connection with the acquisition by the Company of Greater Hudson Bank, effective as of January 2, 2019. During his tenure at Greater Hudson Bank, he served as Vice Chairman from 2008 until its acquisition, and as Audit Committee Chairman for approximately five years. Mr. Rifkin’s expertise in accounting matters, and as the proprietor of locally owned businesses, provides him with a unique perspective valuable to the Company’s Board. | | AGE: 53 DIRECTOR SINCE: 2019 POSITION: Managing Partner of Rifkin & Company, LLP | |

  40. Who will bear the expense of soliciting proxies?

    | | 10 |

  41. Who will bear the expense of soliciting proxies?

    | | Mark Sokolich Mr. Sokolich is an attorney and the Managing Partner of the Law Office of Mark J. Sokolich, a real estate, zoning and commercial law firm in Fort Lee, New Jersey, which he co-founded. Mr. Sokolich has been the Mayor of Fort Lee since 2008 and formerly served on the Fort Lee City Council for two years. Mr. Sokolich’s experience as a Mayor with expertise in municipal, redevelopment and real estate law would enable him to provide a dynamic and valuable perspective to the Board. Mr. Sokolich joined the Board of Directors in connection with the acquisition by the Company of Bank of New Jersey, effective as of January 2, 2020. | | AGE: 60 DIRECTOR SINCE: 2020 POSITION: Mayor of Fort Lee, New Jersey | |

  42. Who will bear the expense of soliciting proxies?

    No Director of the Company is also currently a director of a company having a class of securities registered under Section 12 of the Securities Exchange Act of 1934, as amended, or subject to the requirements of Section 15(d) of such Act or any company registered as an investment company under the Investment Company Act of 1940. The Company encourages all directors to attend the Company’s annual meeting. Each member of the Company’s Board of Directors participated in the Company’s 2023 virtual Annual Meeting of Shareholders. IN ORDER TO BE ELECTED TO A FULL TERM ON THE BOARD OF DIRECTORS, DIRECTORS MUST RECEIVE THE AFFIRMATIVE VOTE OF A MAJORITY OF THE SHARES VOTING AT THE ANNUAL MEETING. SEE “WHAT VOTE IS REQUIRED TO APPROVE EACH ITEM?” ABOVE. THE BOARD OF DIRECTORS RECOMMENDS THAT THE SHAREHOLDERS VOTE “FOR” THE NOMINEES SET FORTH ABOVE.

  43. Who will bear the expense of soliciting proxies?

    | | 11 |

  44. Who will bear the expense of soliciting proxies?

    The following table sets forth information as of April 1, 2024 regarding common stock and other equity securities of the Company beneficially owned by all Directors, executive officers described in the compensation table, and by all Directors, nominees to the Board and executive officers as a group, and by shareholders known to the Company to own at least 5% of the Company’s issued and outstanding shares of common stock. Beneficial ownership includes shares, if any, held in the name of the spouse, minor children or other relatives of the nominee living in such person’s home, as well as shares, if any, held in the name of another person under an arrangement whereby the Director or executive officer can vest title in himself at once or within sixty (60) days. Beneficially owned shares also include shares over which the named person has sole or shared voting or investment power, shares owned by corporations controlled by the named person, and shares owned by a partnership in which the named person is a partner.

  45. Who will bear the expense of soliciting proxies?

    | | Shares of | | | | Common Stock | Percentage | | Directors and Nominees | | | | Frank Sorrentino III | 781,637(1) | 2.04% | | Frank Baier | 101,882 | 0.27 | | Stephen T. Boswell | 329,864(2) | 0.86 | | Frank Huttle III | 181,389(3) | 0.47 | | Michael Kempner | 276,338(4) | 0.72 | | Elizabeth Magennis | 106,251 | 0.28 | | Nicholas Minoia | 60,984(5) | 0.16 | | Anson Moise | 7,769 | 0.02 | | Katherin Nukk-Freeman | 19,210(6) | 0.05 | | Daniel Rifkin | 215,277(7) | 0.56 | | Mark Sokolich | 98,981 | 0.26 | | William A. Thompson | 109,326(8) | 0.29 | | Executive Officers Who Are Not Directors or Nominees | | | | William S. Burns | 106,062 | 0.27 | | Christopher Ewing | 39,663 | 0.10 | | Michael O'Malley | 1,832 | 0.00 | | As a Group (15 persons) | 2,434,465 | 6.35 | | 5% Shareholders | | | | Black Rock | 3,056,648(10) | 7.97 | | Dimensional Fund Advisers LP | 2,589,592(11) | 6.76 | | Vanguard | 1,962,278 | 5.12 |

  46. Who will bear the expense of soliciting proxies?

    | (1) Includes 46,925 shares held in the name of Morgan Stanley f/b/o Frank Sorrentino III, IRA, 263,773 shares held in a trust which Mr. Sorrentino's spouse is the trustee and 416 shares held by Mr. Sorrentino’s spouse in her IRA Account. |

  47. Who will bear the expense of soliciting proxies?

    | (2) Includes (i) 263,995.281 shares held by an irrevocable trust for benefit of Mr. Boswell (of which the reporting person's spouse, adult daughter and unrelated third person are trustees), and to which Mr. Boswell has no economic interest, (ii) 27,140.356 shares held by an irrevocable trust for the benefit of Mr. Boswell's spouse (of which an unrelated third person is trustee), 47,162.47 shares held jointly with spouse. |

  48. Who will bear the expense of soliciting proxies?

    | | 12 |

  49. Who will bear the expense of soliciting proxies?

    | (3) Includes (i) 37,666 shares held in the name of Morgan Stanley f/b/o Frank Huttle III, IRA, (ii) 6,500 shares held as trustee of the Francesca Huttle 2004 Family Trust, (iii) 6,500 shares held as trustee of the Alexandra Huttle 2004 Family Trust, (iv) 78,724 shares held in the name of Mr. Huttle’s spouse, (v) 6,500 shares held by an LLC in which spouse is a member. |

  50. Who will bear the expense of soliciting proxies?

    | (4) Includes (i) 276,338 common shares pledged as collateral for a loan. |

  51. Who will bear the expense of soliciting proxies?

    | (5) Includes (i) 1,056 shares owned jointly an unaffiliated third-party. |

  52. Who will bear the expense of soliciting proxies?

    | (6) Includes (i) 2,500 shares held jointly with spouse and (ii) 2,431 shares held by Mrs. Nukk-Freeman's spouse in his IRA Account. |

  53. Who will bear the expense of soliciting proxies?

    | (7) Includes (i) 16,194 shares held in the name of Stifel Nicolaus f/b/o Daniel Rifkin IRA, (ii) 155,000 shares held as trustee of the Sheila Rifkin Irrevocable Trust, and (iii) 16,856 shares held in the name of Stifel Nicolaus f/b/o Sheila Rifkin IRA. |

  54. Who will bear the expense of soliciting proxies?

    | (8) Includes (i) 6,585 shares held by Mr. Thompson’s spouse. |

  55. Who will bear the expense of soliciting proxies?

    | (9) Includes 780 shares held as custodian for Ms. Criscione’s daughter. |

  56. Who will bear the expense of soliciting proxies?

    | (10) All information regarding the number of shares beneficially owned and the percent of ownership by BlackRock, Inc., was obtained from the 13G filed with the U.S. Securities and Exchange Commission on February 12, 2020. The address of BlackRock, Inc. is 55 East 52nd Street, New York, NY 10055. |

  57. Who will bear the expense of soliciting proxies?

    | (11) All information regarding the number of shares beneficially owned and the percent of ownership by Dimensional Fund Advisors, LP, was obtained from the 13G filed with the U.S. Securities and Exchange Commission on February 12, 2020. The address of Dimensional Fund Advisors, LP is Building One, 6300 Bee Cave Road, Austin, Texas, 78746. |

  58. Who will bear the expense of soliciting proxies?

    There are no shareholders other than those set forth above who are known to the Company to beneficially own 5% or more of the Common Stock of the Company. The Board of Directors held a total of thirteen (13) meetings in the year ended December 31, 2023. The Company’s policy is that all Directors make every effort to attend each meeting. For the year ended December 31, 2023, each of the Company’s Directors attended at least 75% of the aggregate number of meetings of the Board of Directors and Board committees on which the respective Directors served. A majority of the Board consists of individuals who are “independent” under the NASDAQ listing standards. In making this determination the Board has considered the following:

  59. Who will bear the expense of soliciting proxies?

    | ● | The Company and the Bank have used Mr. Kempner’s firm, MWW Group, to provide advertising and public relations assistance and advice. The Board considered, among other factors, the fees paid to MWW Group as a percentage of the firm’s total revenue (less than 1%) and Mr. Kempner’s personal income and determined that the engagement of MWW Group did not interfere with Mr. Kempner’s exercise of independent judgment in carrying out the responsibilities of a director. |

  60. Who will bear the expense of soliciting proxies?

    | ● | Several directors, including Messrs. Boswell, Huttle, and Kempner, each own a direct or indirect interest in a limited liability company which acts as a landlord for one of the Bank’s branches, See – CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS. The Board has further considered the fact that (i) Director Minoia also owns an interest in an entity which owns the Bank’s Summit branch and (ii) Director Rifkin owns an interest in (x) an entity which owns the Bank’s Bardonia, New York branch, and (y) an entity which owns the Bank’s Blauvelt, New York branch. The Board has concluded that based on interest in the rental payments compared to their overall net worth and cash, membership in such limited liability company does not interfere with their exercise of independent judgment in carrying out the responsibilities of a director. |

  61. Who will bear the expense of soliciting proxies?

    | | 13 |

  62. Who will bear the expense of soliciting proxies?

    Mr. Sorrentino, who serves as the Chairman and Chief Executive Officer, and Ms. Magennis, who serves as Bank President, are not independent. Shareholders wishing to communicate directly with the independent members of the Board of Directors may send correspondence to: ConnectOne Bancorp, Inc.,

  63. Performance-Based Compensation

    | ● | For 2023, 50% of our equity share grants will vest only if predetermined performance goals are achieved. For 2024, this is being increased to 55% for our top three officers. |

  64. Performance-Based Compensation

    | ● | Pay for Performance. We provide a significant portion of pay based on performance (short- and long-term incentives). |

  65. Performance-Based Compensation

    | ● | Sound Risk Management. We discourage excessive risk taking and have designed our incentive plans with appropriate risk-mitigating features, as well as the ability of the Committee to negatively adjust payouts. |

  66. Performance-Based Compensation

    | ● | Caps on Incentives. We subject both short- and long-term incentive payments to caps. |

  67. Performance-Based Compensation

    | ● | 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. |

  68. Performance-Based Compensation

    | ● | Independence. The Committee engages an independent compensation consultant. |

  69. Performance-Based Compensation

    | ● | Competitive Benchmarking. The Committee engages an independent consultant to benchmark our compensation practices regularly to ensure executive compensation is consistent with market and best practices. |

  70. Performance-Based Compensation

    | ● | Vesting Requirements. Awards of deferred stock units and performance shares are made subject to vesting requirements, generally three years, to encourage retention of our high performing employees. |

  71. Performance-Based Compensation

    | ● | Tax Gross-Ups. We do not provide excise tax gross-ups on benefits or in change-in-control agreements. |

  72. Performance-Based Compensation

    | ● | Stock Option Repricing. Our equity plans do not permit repricing of stock options that are out-of-the-money. |

  73. Performance-Based Compensation

    | ● | Dividends on Unvested Stock Awards. We do not pay dividends or dividend equivalents on unearned performance units or deferred stock units. |

  74. Shareholder Engagement

    | What We Heard | Steps We Have Taken | | Shareholders expressed a preference that more than a single performance measure be used to determine the vesting of our performance units, and expressed support for using relative total shareholder return as a modifier to determine the percentage of the award vested. | Our Compensation Committee has updated our Long Term Incentive Plan, starting with 2024 grants, to add a relative total shareholder return modifier to determine the vesting of performance unit awards. As the plan has been modified, after determining the performance achievement on Core ROAA relative to the Performance Index, the payout will be modified based on relative total shareholder return positioning versus the same Performance Index. This modifier can increase or decrease the award by 25% (e.g., 1.25 or 0.75 multiplier) for top or bottom quartile performance. | | Shareholders indicated that they believed the ratio of time vested awards to performance vested awards should be more heavily weighted toward performance based awards. | Our Compensation Committee changed the target allocation of time vested awards and performance vested awards for our Chairman and CEO, our President and our Chief Financial Officer so that awards are now allocated 55% for performance vested grants and 45% for time vested grants. The Committee maintains the discretion to adjust the time vested awards up or down based on current year performance. For 2024 grants, the Committee did not make any adjustments to the time-based awards thus maintaining the target mix. | | Shareholders suggested that the Chair of the Compensation Committee should participate in future meetings with investors | Stephen Boswell, the Chair of our Compensation Committee and an independent member of the Board, joined second round meetings with investors regarding compensation policy and issues in 2023 and will participate in meetings with investors with respect to compensation matters going forward. | | At least one shareholder suggested lengthening the vesting period for equity awards | The Compensation Committee considered this request and determined to maintain the 3-year vesting schedule based on market practices. The committee will continue to evaluate the appropriate vesting schedule for future awards. |

  75. Annual Incentive Plan

    Annual Incentive Plan

  76. 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. |

  77. Annual Incentive Plan

    | ● | Rewards vary based on performance (higher performance will result in above market median pay; lower performance will result in below market median pay). |

  78. Long-Term Incentive Plan

    Long-Term Incentive Plan

  79. Long-Term Incentive Plan

    | ● | Aligns executives’ interests with those of shareholders through equity-based compensation. |

  80. Long-Term Incentive Plan

    | ● | Rewards executives for long-term shareholder value creation. |

  81. Long-Term Incentive Plan

    | ● | Encourages retention through multiple year vesting. |

  82. Long-Term Incentive Plan

    | ● | Motivates and rewards executives for performance – vesting and value is tied to achievement of specific performance and/or stock price appreciation. |

  83. Employment Agreements/Severance & CIC Agreements

    Employment Agreements/Severance & CIC Agreements

  84. Employment Agreements/Severance & CIC Agreements

    | ● | Provides employment security to key executives. |

  85. Employment Agreements/Severance & CIC Agreements

    | ● | Focuses executives on company performance and transactions that are in the best interests of shareholders, regardless of the impact such transactions may have on the executive’s employment. |

  86. Employment Agreements/Severance & CIC Agreements

    | | 29 |

  87. Base Salary

    Base Salary The Compensation Committee reviews salaries each year based on the updated market benchmarking conducted by the Committee’s consultant with the goal of retaining a competitive positioning with the market as the Company continues to grow. The Committee considers the benchmark data provided by its consultant, performance, experience and any unique contributions of the role(s) as appropriate. The table below summarizes the salaries effective as of January 1, 2022 and January 1, 2023:

  88. Base Salary

    The Compensation Committee periodically conducts comprehensive benchmark reviews. As a result, the peer group analysis and competitive benchmarking conducted in November 2022 was used to assess and set 2023 compensation levels. Peer banks consisted of publicly traded Mid-Atlantic, Connecticut, Massachusetts, and Rhode Island bank holding companies with a total asset range of $5.1 billion to $20.4 billion, that positioned the Company’s assets within a reasonable range of peer median at the time of selection. Below is a list of the 2023 peer group companies.

  89. Base Salary

    | 2023 Peer Group | | | Brookline Bancorp, Inc. | Independent Bank Corp. | | Cambridge Bancorp | OceanFirst Financial Services, Inc. | | Columbia Financial, Inc. | Peapack-Gladstone Financial Corporation | | Community Bank System, Inc. | Provident Financial Services, Inc. | | Customers Bancorp | Sandy Spring Bancorp, Inc. | | Dime Community Bancshares, Inc. | The Bancorp, Inc. | | Eagle Bancorp, Inc. | Washington Trust Bancorp, Inc. | | First Commonwealth Financial Corporation | WSFS Financial Corporation | | Flushing Financial Corporation | |

  90. Annual Incentive

    Annual Incentive An important element of our performance-based pay program is our Executive Annual Incentive Plan, which provides cash incentives based on attaining pre-established goals. Each participant has a target incentive opportunity expressed as a percentage of base salary, although actual payouts can range from a 50% payout at threshold performance to 150% of target for stretch performance, with no payout below threshold. The 2023 incentive targets are summarized below.

  91. Annual Incentive

    | | Target | | Executive | Incentive | | Frank Sorrentino III | 95% | | William S. Burns | 65 | | Elizabeth Magennis | 65 | | Christopher Ewing | 50 | | Mark Zurlini | 35 | | Sharif Alexandre | 35 |

  92. Annual Incentive

    The Compensation Committee establishes performance measures on an annual basis that are tied specifically to the Company’s financial performance (return on average assets, operating efficiency ratio, tangible book value, pre-provision net revenue (“PPNR”) and strategic performance) and individual executive performance. These metrics were selected by the Compensation Committee to reflect our profitability, strategic priorities and shareholder value. Further, these metrics were reduced from the prior year metric targets in order to reflect the significantly more difficult economic environment the Company faced, including projected increases in the cost of bank funding nation-wide, narrowing of net interest margins, reduced market liquidity, and lower loan growth. The weights and performance goals of these factors are summarized in the following table:

  93. Annual Incentive

    | Performance Measure | Weight | Threshold (50%) | Target (100%) | Stretch (150%) | | Core Return on Assets ("ROA") | 18.75% | 0.60% | 0.90% | 1.20% | | Operating Efficiency Ratio (1) | 18.75 | 52.5 | 47.5 | 42.5 | | Tangible Book Value Per Share | 18.75 | $22.00 | $22.75 | $23.50 | | PPNR | 18.75 | 1.25% | 1.50% | 1.75% | | Individual Strategic Performance | 25.00 | | | |

  94. Annual Incentive

    (1) The Operating Efficiency Ratio is calculated as total noninterest expenses, excluding amortization of intangibles, foreclose property expense and other non-operating expenses, divided by the sum of (i) net interest income, on a fully taxable equivalent basis and (ii) noninterest income, excluding securities gains/losses and other nonrecurring items. At the end of the year, the Compensation Committee determined a payout percentage based on an assessment of the Company’s four quantitative financial measures as well as an assessment of each executive’s performance and contribution toward strategic goals. The corporate results, which resulted in an overall below-target payout of 97.9%, were calculated as follows:

  95. Annual Incentive

    | | 2023 | | | | Performance Measure | Performance | Result | Payout Result | | Core Return on Assets | 0.92% | Between Target & Stretch | 103% | | Operating Efficiency Ratio | 51.50 | Between Threshold & Target | 60 | | Tangible Book Value Per Share | $23.14 | Between Target & Stretch | 126 | | PPNR | 1.33% | Between Threshold & Target | 66 | | Individual Strategic Performance | (See Next Paragraph) | | 125 |

  96. Annual 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 Named Executive Officers’ performance. In light of the Company’s performance in a difficult banking environment and in consideration of the significant individual and collective achievements of the executive team during 2023, the Committee approved payouts of 125% of target on the individual strategic performance portion for all Named Executive Officers. The table below summarizes some of the key accomplishments considered by the Committee in determining the individual component.

  97. Annual Incentive

    | | 31 |

  98. Named Executive Officers & Select 2023 Individual Results

    | Executive | 2023 Target Annual Incentive Award | 2023 Actual Annual Incentive Award | | Frank Sorrentino III | $897,750 | $878,897 | | William S. Burns | 317,200 | 310,539 | | Elizabeth Magennis | 341,250 | 334,084 | | Christopher Ewing | 240,000 | 195,800 | | Mark Zurlini | 131,250 | 128,151 | | Sharif Alexandre | 130,900 | 128,494 |

  99. Long-Term Incentives – Equity-Based Awards

    Long-Term Incentives – Equity-Based Awards The Company’s long-term incentive plan (“LTIP”) is designed to be performance-based, align executives with shareholder interest and promote the long-term success of the Company. In March 2023, the Committee approved a target long-term incentive award (split evenly between performance shares and time vested deferred stock).

  100. 2023 LTIP Mix–All NEOs

    2023 LTIP Mix–All NEOs

  101. 2023 LTIP Mix–All NEOs

    | | 33 |

  102. 2023 LTIP Mix–All NEOs

    Time-vested deferred stock units (“DSU”). Awards have a target opportunity but can be granted based on a lookback on performance and the Compensation Committee’s assessment of factors including the business environment, affordability, and corporate and individual performance. The value of awards granted may vary from 0% – 150% of target for that component, based on the Committee assessment. Once granted, deferred stock vests ratably over a three-year period, and is subject to forfeiture if the grantee leaves service prior to the vesting date. Performance-based restricted shares (“Performance shares”). Performance shares are granted at target and earned based on our future three-year performance for the period January 1, 2023 through December 31, 2025. The potential number of shares that can vest following the three-year performance period range from 0% to 150% of the target levels depending on our Core Return on Average Assets (Core ROA) performance relative to an industry index. Core ROA was determined by the Compensation Committee to be an effective indicator of the profitability of the Company. Strong Core ROA, over time, particularly relative to industry competitors, enhances the Company’s performance and aligns with shareholder value. As used herein, “Core ROA” is defined by S&P Capital IQ as net income, excluding the after-tax effect of realized gains/losses on securities, nonrecurring items and amortization of intangibles and goodwill divided by average assets. For 2024, this program has been revised to also consider our total shareholder return relative to an industry index. See “Compensation Discussion & Analysis – Shareholder Engagement”. The Industry Index allows for relative comparison of the Company’s performance to the performance of other banks of similar size/region during the same three-year performance period. The Industry Index is objectively determined and consists of banks in the Mid-Atlantic and Northeast Region with total assets between $4.5 billion and $25.0 billion, traded on the NASDAQ or NYSE exchanges. Performance shares granted prior to 2024 vest after three years based on the Company’s Core ROA performance relative to the Industry Index banks in accordance with the payout scale below:

  103. 2023 LTIP Mix–All NEOs

    | | % of Performance | | CNOB Ranking vs. | Units Earned | | Industry Index | (2023 - 2025) | | 75th percentile and above | 150% | | 50th percentile | 100 | | 30th percentile | 50 | | Below 30th percentile | 0 |

  104. 2023 LTIP Mix–All NEOs

    Commencing in 2024, grants are also subject to a relative total shareholder return modifier to determine the vesting of performance unit awards. After determining the performance achievement on Core ROAA relative to the Performance Index, the payout will be modified based on relative total shareholder return positioning versus the same Performance Index. This modifier can increase or decrease the award by 25% (e.g., 1.25 or 0.75 multiplier) for top or bottom quartile performance. Below is a summary of the 2023 grants:

  105. 2023 LTIP Mix–All NEOs

    | ● | Performance units were granted in March 2023 at target, since vesting is dependent upon actual performance for the three-year period commencing January 1, 2023 and ending December 31, 2025. |

  106. 2023 LTIP Mix–All NEOs

    | ● | Deferred Stock Units were granted in March 2023 based on the Compensation Committee’s consideration of 2022 Company and individual performance. Considerations in determining the award of deferred stock units included continued strong profitability and low operating efficiency ratio, and individual performance contributions that collectively resulted in a strong market positioning for the Company going forward. Based on these assessments, the Committee approved grants at a range of 125-150% of target. |

  107. 2023 LTIP Mix–All NEOs

    | | Performance Units | | Deferred Stock Units | | Total | | | Target # Shares | Grant Value | # Shares | Grant Value | Grant Value | | Frank Sorrentino III | 32,941 | $590,632 | 49,411 | $885,939 | $1,476,571 | | William S. Burns | 8,846 | 158,609 | 13,268 | 237,895 | 396,504 | | Elizabeth Magennis | 9,516 | 170,622 | 14,274 | 255,933 | 426,555 | | Christopher Ewing | 6,693 | 120,005 | 8,366 | 150,002 | 270,008 | | Mark Zurlini | 3,650 | 65,445 | 5,475 | 98,167 | 163,611 | | Sharif Alexandre | 3,660 | 65,624 | 5,490 | 98,436 | 164,060 |

  108. 2023 LTIP Mix–All NEOs

    By policy, we do not pay current dividends or dividend equivalents on performance units or deferred stock units.

  109. 2023 LTIP Mix–All NEOs

    | | 34 |

  110. 2021 – 2023 Performance Share Vesting

    2021 – 2023 Performance Share Vesting Performance units granted in the first quarter of 2021 were designed to vest between 0% to 150% of target based on the Company’s relative core return on assets compared to an objectively determined industry index (i.e., U.S. bank holding companies headquartered in the Northeast and Mid-Atlantic regions with total assets between $2.0 billion and $11.0 billion as of year-end 2018). Based on data reported by S&P Global for the period January 1, 2021 through December 31, 2023, the Company’s actual core return on assets of 1.37% ranked at the 83rd percentile (above the 75th percentile payout level) resulting in the vesting of 150% of the target performance units.

  111. Employment Agreements

    Employment Agreements The Company is party to employment agreements with several executives. The following is a summary of those agreements.

  112. Mr. Sorrentino’s Employment Agreement

    Mr. Sorrentino’s Employment Agreement The employment agreement with Mr. Sorrentino has an initial three-year term, and will automatically renew for one additional year unless any party provides written notice of its intention not to renew. Under the agreement, Mr. Sorrentino will receive an annual base salary of at least $735,000, subject to an increase as determined by the Board. He will also be eligible to participate in the Company’s incentive plans and other benefit plans for executive officers. Under the agreement, the Company or Bank will reimburse Mr. Sorrentino for his reasonable business expenses, and provide him with a $1,250 monthly car allowance. In the event that Mr. Sorrentino’s employment is terminated without “cause” or he resigns for “good cause”, as such terms are defined in the employment agreement, he is entitled to receive a lump sum cash payment equal to two and a half (2.5) times the sum of his current base salary and target cash bonus; (ii) a prorated bonus for the year of termination and (iii) continued health and welfare benefits for up to 18 months. If such a termination occurs within two years following a change in control (as defined in the employment agreement), Mr. Sorrentino will receive: (i) a lump sum cash payment equal to three (3) times the sum of Mr. Sorrentino’s current base salary and target cash bonus; (ii) a prorated bonus for the year of termination based on actual performance and will be paid at the time annual bonuses for such year are ordinarily paid, and (iii) continued health and welfare benefits for up to 18 months. The severance benefits are subject to reduction in the event the benefits would constitute an “excess parachute payment” under Section 280G of the Internal Revenue Code of 1986, as amended.

  113. Mr. Sorrentino’s Employment Agreement

    | | 35 |

  114. Mr. Burns’ Employment Agreement

    Mr. Burns’ Employment Agreement The employment agreement with Mr. Burns has an initial three-year term, and will automatically renew for one additional year unless any party provides written notice of its intention not to renew. Under the agreement, Mr. Burns will receive an annual base salary of at least $381,000, subject to an increase as determined by the Board. He will also be eligible to participate in the Company’s incentive plans and other benefit plans for executive officers. Under the agreement, the Company or Bank will reimburse Mr. Burns for his reasonable business expenses, and provide him with a $750 monthly car allowance. In the event that Mr. Burns’ employment is terminated without “cause” or he resigns for “good cause”, as such terms are defined in the employment agreement, he is entitled to receive a lump sum cash payment equal to two and a half (2.5) times the sum of his current base salary and target cash bonus; (ii) a prorated bonus for the year of termination and (iii) continued health and welfare benefits for up to 18 months. If such a termination occurs within two years following a change in control (as defined in the employment agreement), Mr. Burns will receive: (i) a lump sum cash payment equal to three (3) times the sum of Mr. Burns’ current base salary and target cash bonus; (ii) a prorated bonus for the year of termination, based on actual performance and will be paid at the time annual bonuses for such year are ordinarily paid and (iii) continued health and welfare benefits for up to 18 months. The severance benefits are subject to reduction in the event the benefits would constitute an “excess parachute payment” under Section 280G of the Internal Revenue Code of 1986, as amended.

  115. Ms. Magennis’ Employment Agreement

    Ms. Magennis’ Employment Agreement The employment agreement with Ms. Magennis has an initial three-year term, and will automatically renew for one additional year unless any party provides written notice of its intention not to renew. Under the agreement, Ms. Magennis will receive an annual base salary of at least $525,000, subject to an increase as determined by the Board. She will also be eligible to participate in the Company’s incentive plans and other benefit plans for executive officers. Under the agreement, the Company or Bank will reimburse Ms. Magennis for her reasonable business expenses, and provide her with a $750 monthly car allowance. In the event that Ms. Magennis’ employment is terminated without “cause” or she resigns for “good cause”, as such terms are defined in the employment agreement, she is entitled to receive a lump sum cash payment equal to two and a half (2.5) times the sum of her current base salary and target cash bonus; (ii) a prorated bonus for the year of termination and (iii) continued health and welfare benefits for up to 18 months. If such a termination occurs within two years following a change in control (as defined in the employment agreement), Ms. Magennis will receive: (i) a lump sum cash payment equal to three (3) times the sum of Ms. Magennis’ current base salary and target cash bonus; (ii) a prorated bonus for the year of termination, based on actual performance and will be paid at the time annual bonuses for such year are ordinarily paid and (iii) continued health and welfare benefits for up to 18 months. The severance benefits are subject to reduction in the event the benefits would constitute an “excess parachute payment” under Section 280G of the Internal Revenue Code of 1986, as amended.

  116. Mr. Zurlini’s Change in Control Agreement

    Mr. Zurlini’s Change in Control Agreement The Company is subject to a Change in Control Agreement with Mr. Zurlini. Under the terms thereof, if the Company were to undergo a “change in control” as defined in the Change in Control Agreement, followed by either (i) involuntary termination of Mr. Zurlini’s employment by the Company or the Bank or (ii) voluntary termination of employment by Mr. Zurlini under certain circumstances provided for in the agreement, then Mr. Zurlini would be entitled payment of his then current annual salary (or, if higher, the annual salary in effect on the day prior to the consummation of the Change in Control) plus (ii) the target bonus potential for the year in which Change in Control occurs, or if not such target has been established, an amount equal to thirty percent (30.0%) of his annual salary for the year. Such amount shall be paid within 10 days, subject to compliance with section 409A of the Internal Revenue Code, after the Company or the Bank receives an executed a general release of claims in favor of the Company, the Bank, its subsidiaries and affiliates and related parties.

  117. Mr. Zurlini’s Change in Control Agreement

    | | 36 |

  118. Mr. Zurlini’s Change in Control Agreement

    The Compensation Committee of the Board of Directors is responsible for discharging the Board’s duties in executive compensation matters and for administering the Company’s incentive and equity-based plans. This includes oversight of the total compensation programs for the Company’s CEO and other executive officers, including all Named Executive Officers. The Committee is comprised solely of independent directors. The Committee receives input and data from Finance and Human Resources functions as well as outside consultants and advisors to provide external reference and perspective. The Committee reviews all compensation components for the Company’s Chief Executive Officer and other executive officers, including base salary, annual incentive, long-term incentives/equity and other benefits and perquisites. The Committee reviews the Chief Executive Officer’s performance annually and makes decisions regarding the Named Executive Officers’ compensation, including base salary, incentives and equity grants based on this review. The Compensation Committee reviews its decisions with the full Board of Directors. The Committee has the sole authority and resources to obtain advice and assistance from internal or external legal, human resources, accounting or other advisors, or consultants as it deems desirable or appropriate. The Committee has direct access to outside advisors and consultants throughout the year as they relate to executive compensation. The Committee has direct access to and meets periodically with the compensation consultant independently of management. The Compensation Committee retains Meridian Compensation Partners LLC (“Meridian”) as its compensation consultant. Meridian reports directly to the Committee and performs no other work for the Company. The Consultant carries out its responsibilities to the Committee as requested by the Committee. The Committee has reviewed and concluded that Meridian’s consultation services comply with the standards adopted by the SEC and by NASDAQ with respect to compensation advisor independence and conflicts of interest. Although the Committee makes independent determinations on all matters related to compensation of the Named Executive Officers, certain members of management may be requested to attend or provide input to the Committee. Input may be sought from the Chief Executive Officer, Chief Financial Officer, or others to ensure the Committee has the information and perspective it needs to carry out its duties. In particular, the Committee seeks input from the Chief Executive Officer on matters relating to strategic objectives, Company performance goals and input on his assessment of the Named Executive Officers, including contribution and individual performance of each of his direct reports. The Chief Executive Officer and the Chief Financial Officer often assist the Committee on matters of design, administration and operation of the Company’s compensation programs. Although executives may provide insight, suggestions or recommendations regarding executive compensation, they are not present during the Compensation Committee’s deliberations or vote. Only Compensation Committee members vote on decisions regarding executive compensation. The Committee regularly meets in executive session without management present. While the Chief Executive Officer makes recommendations on other Named Executive Officers, the Committee is ultimately responsible for approving compensation for all Named Executive Officers. The Chief Executive Officer’s compensation is discussed in executive session without members of management, including the Chief Executive Officer, present.

  119. Mr. Zurlini’s Change in Control Agreement

    | | 37 |

  120. Mr. Zurlini’s Change in Control Agreement

    As a matter of sound governance, we follow certain practices with respect to our compensation program. We regularly review and evaluate our compensation practices in light of regulatory developments, market standards and other considerations. Our insider trading policy prohibits the purchase or sale of puts, calls, options, or other derivative securities based on the Company’s securities. This prohibition also includes hedging or monetization transactions, such as forward sale contracts, in which the stockholder continues to own the underlying security without all the risks or rewards of ownership. The policy also prohibits directors and executive officers from pledging the Company’s securities as collateral for a loan or otherwise (although pledges outstanding as of the date the policy was amended to prohibit pledging (November 23, 2021) are allowed to remain in effect). The Company has a Compensation Recoupment Policy requiring the return of incentive compensation in the event of a financial restatement. Specifically, if the Company restates its financial statements, then, to the fullest extent permitted by law, the Company shall require each current or former executive officer, to reimburse such compensation that would have been in excess of that which would have been paid based to him or her upon the financial statements as so restated. A copy of our Compensation Recoupment policy is available on our website at https://ir.connectonebank.com/. The Compensation Committee has a stock ownership policy that requires officers with the title Executive Vice President and above, together with members of the Board, to own a significant amount of the Company’s stock. Specific guidelines are:

  121. Mr. Zurlini’s Change in Control Agreement

    | ● | Six (6) times the then annual base salary for the Chief Executive Officer |

  122. Mr. Zurlini’s Change in Control Agreement

    | ● | Three (3) times the then annual base salary for the Bank President and the Senior Executive Vice President, Chief Financial Officer |

  123. Mr. Zurlini’s Change in Control Agreement

    | ● | Two (2) times the then annual base salary for other Executive Vice Presidents |

  124. Mr. Zurlini’s Change in Control Agreement

    | ● | Directors, other than the CEO and Bank President, are expected to achieve ownership equal to five (5) times the sum of (i) the then-current annual cash retainer and (ii) the then-current value of the annual equity award. |

  125. Mr. Zurlini’s Change in Control Agreement

    The period to achieve compliance is five (5) years from the day the individual becomes subject to the policy. The Compensation Committee monitors ownership levels and compliance on an annual basis. Below is a summary of shares that qualify for the ownership requirements described above (unexercised stock options and unvested performance shares are excluded):

  126. Mr. Zurlini’s Change in Control Agreement

    | ● | Beneficially owned shares that the individual owns or has voting power over, including the power to vote (including restricted shares), or to direct the voting; and/or, investment power including the power to dispose or to direct the disposition. |

  127. Mr. Zurlini’s Change in Control Agreement

    | ● | Shares owned by an individual in the Company’s benefit plans (e.g., 401(k)). |

  128. Mr. Zurlini’s Change in Control Agreement

    The Compensation Committee evaluates compliance with our stock ownership policy annually, and has determined that at year-end 2023, all of our executive officers were in compliance.

  129. Mr. Zurlini’s Change in Control Agreement

    | | 38 |

  130. Mr. Zurlini’s Change in Control Agreement

    The Committee reviews the structure and components of our compensation arrangements, the material potential sources of risk in our business lines and compensation arrangements, and various policies and practices of the Company that mitigate this risk. Within this framework, the Committee discusses the parameters of acceptable and excessive risk-taking and the general business goals and concerns of the Company. In particular, the Committee focuses on the risks associated with the design of each plan, the mitigation factors that exist for each plan, additional factors that could be considered and an overall risk assessment with respect to the plans. All of our plans have links to corporate or business line results that allow for funding to be adjusted downward, awards are capped, and our governance procedures ensure awards are reviewed for appropriateness before they are distributed. We have determined our executive and employee incentive compensation plans are not reasonably likely to have a material adverse effect on the Company. Further, it is both the Committee’s and management’s intent to continue to evolve our processes going forward by monitoring regulations and best practices for sound incentive compensation. The accounting and tax treatment of compensation generally has not been a factor in determining the amounts of compensation for our executive officers. However, the Compensation Committee and management have considered the accounting and tax impact of various program designs to balance the potential cost to the Company with the benefit to the executive. The Compensation Committee has reviewed and discussed the Compensation Discussion and Analysis, or CD&A, contained in this proxy statement with management. Based on the Compensation Committee’s review of and discussion with management with respect to the CD&A, the Compensation Committee has recommended to the Board of Directors of the Company that the CD&A be included in this proxy statement and the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023, for filing with the SEC. The foregoing report is provided by the Compensation Committee of the Board of Directors:

  131. Mr. Zurlini’s Change in Control Agreement

    | Compensation Committee | | Stephen T. Boswell (Chairman) | | Katherin Nukk-Freeman | | William A. Thompson |

  132. Mr. Zurlini’s Change in Control Agreement

    | | 39 |

  133. Mr. Zurlini’s Change in Control Agreement

    The following table sets forth for the prior three years the compensation paid to (a) the Company’s Chief Executive Officer and Chief Financial Officer and our three other most highly compensated executive officers earning in excess of $100,000 for the fiscal year ended December 31, 2023 and who were serving as of December 31, 2023, (collectively the “Named Executive Officers”):

  134. Mr. Zurlini’s Change in Control Agreement

    | Summary Compensation Table | | | | | | | | | | | Name and Principal Position (a) | Year (b) | Salary ($)(c) | Bonus ($)(d) | Stock Awards(1) ($)(e) | Option Awards ($)(f) | Non-equity incentive plan compensation ($)(g) | Change in pension value and non-qualified deferred compensation earnings ($)(h) | All other compensation(2)($)(i) | Total ($)(j) | | Frank Sorrentino III, | 2023 | $945,000 | $ - | $1,476,571 | - | $878,897 | $182,004 | $26,575 | $3,509,048 | | Chairman & | 2022 | 900,000 | - | 1,237,512 | - | 1,147,500 | 685,309 | 35,794 | 4,006,115 | | Chief Executive Officer | 2021 | 825,000 | - | 928,125 | - | 928,000 | 352,817 | 35,044 | 3,068,986 | | William S. Burns, | 2023 | $488,000 | $ - | $396,504 | $ - | $310,539 | $192,437 | $31,009 | $1,418,489 | | Senior Executive Vice President | 2022 | 465,000 | - | 348,762 | - | 418,500 | 470,779 | 29,794 | 1,732,835 | | & Chief Financial Officer | 2021 | 430,000 | - | 290,260 | - | 323,000 | 233,595 | 29,044 | 1,305,899 | | Elizabeth Magennis, | 2023 | $525,000 | $ - | $426,555 | $ - | $334,084 | $(7,461) | $27,420 | $1,305,598 | | President of ConnectOne Bank | 2022 | 500,000 | - | 375,002 | - | 450,000 | 149,540 | 26,182 | 1,500,724 | | | 2021 | 450,000 | - | 303,763 | - | 338,000 | 69,759 | 25,432 | 1,186,954 | | Chris Ewing, | 2023 | $400,000 | $ - | $270,008 | $ - | $195,800 | $24,742 | $31,009 | $921,559 | | Executive Vice President & | 2022 | 390,000 | - | 292,511 | - | 268,125 | 104,468 | 29,794 | 1,084,898 | | Chief Operations Officer(3) | 2021 | 375,000 | - | 247,503 | - | 281,000 | 120,483 | 29,044 | 1,053,030 | | Marz Zurlini, | 2023 | $374,000 | $60,000 | $163,611 | $ - | $128,151 | $ - | $21,986 | $747,749 | | Executive Vice President & | 2022 | 339,900 | 60,000 | 65,027 | - | 178,448 | - | 22,005 | 665,381 | | Chief Lending Officer | 2021 | 306,974 | 150,000 | 37,516 | - | - | - | 17,514 | 512,005 | | Sharif Alexandre, | 2023 | $375,000 | $ - | $164,060 | $ - | $128,494 | $ - | $16,942 | $684,496 | | Executive Vice President & | 2022 | 325,000 | - | - | - | 171,000 | - | 10,320 | 506,320 | | Chief Technology Officer(4) | 2021 | | | | | | | | |

  135. Pay Versus Performance Table for 2023

    Pay Versus Performance Table for 2023

  136. Pay Versus Performance Table for 2023

    | | | | | | Value of Initial Fixed $100 Investment | | | | | Year | Summary Compensation Table Total for PEO (1) | Compensation Actually Paid to PEO (2) | Average Summary Compensation Table Total for Non-PEO NEOs(3) | Average Summary Compensation Actually Paid to Non-PEO NEOs(4) | TSR (5) | Peer Group TSR(6) | Net Income (7) (thousands) | Core Return on Average Assets (8) | | (a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | | 2023 | $3,509,048 | $3,189,968 | $1,048,246 | $1,001,064 | $97.9 | $124.5 | $87,003 | 0.93% | | 2022 | 4,006,115 | 2,703,464 | 1,255,457 | 1,041,643 | 99.8 | 113.4 | 125,211 | 1.47 | | 2021 | 3,068,986 | 5,282,254 | 1,046,208 | 1,597,023 | 131.9 | 132.2 | 130,353 | 1.70 | | 2020 | 2,848,393 | 2,878,128 | 970,211 | 1,021,790 | 78.6 | 88.2 | 71,289 | 1.16 |

  137. Pay Versus Performance Table for 2023

    | (1) The dollar amounts reported in column (b) are the amounts of total compensation reported for Frank Sorrentino III (our Chairman and CEO) for each corresponding year in the “Total” column of the “Summary Compensation Table for 2023.” |

  138. Pay Versus Performance Table for 2023

    | (2) The dollar amounts reported in column (c) represent the amount of “compensation actually paid” to Mr. Sorrentino, as computed in accordance with Item 402(v) of SEC Regulation S-K. The dollar amounts reported do not reflect the actual amount of compensation earned by or paid to Mr. Sorrentino during the applicable year. In accordance with the requirements of Item 402(v) of SEC Regulation S-K, the following adjustments were made to Mr. Sorrentino total compensation for each year to determine the compensation actually paid to Mr. Sorrentino: |

  139. Pay Versus Performance Table for 2023

    | | 44 |

  140. Pay Versus Performance Table for 2023

    | | 2023 | | Summary Compensation Table Total: | $3,509,048 | | Deduction for amount reported in “Stock Awards” column of the Summary Compensation Table: | (1,476,571) | | Addition of fair value at fiscal year (FY) end, of equity awards granted during the FY that remained outstanding: | 1,886,684 | | Addition of change in fair value at FY end versus prior FY end for awards granted in a prior FY that remained outstanding: | (84,863) | | Addition of change in fair value at vesting date versus prior FY end for awards granted in a prior FY that vested during the FY: | (574,644) | | Deduction for values reported in the “Change in Pension Value and Nonqualified Deferred Compensation Earnings” column of the Summary Compensation Table: | (182,004) | | Addition of service costs and prior service costs: | 112,318 | | Compensation Actually Paid (CAP) | $3,189,968 |

  141. Pay Versus Performance Table for 2023

    | (3) The dollar amounts reported in column (d) represent the average of the amounts reported for the Company’s Named Executed Officers (“NEOs”) as a group (excluding Mr. Sorrentino) in the “Total” column of the “Summary Compensation Table for 2023” in each applicable year. The names of the NEOs (excluding Mr. Sorrentino) included for the purpose of calculating the average amounts in each applicable year are William S. Burns, Elizabeth Magennis, Christopher Ewing, Mark Zurlini and Sharif Alexandre for 2023; William S. Burns, Elizabeth Magennis, Christopher Ewing and Michael O’Malley for 2022; William S. Burns, Elizabeth Magennis, Christopher Ewing and Laura Criscione for 2021. |

  142. Pay Versus Performance Table for 2023

    | (4) The dollar amounts reported in column (e) represent the average amount of “compensation actually paid” to the NEOs as a group (excluding Mr. Sorrentino), as computed in accordance with Item 402(v) of SEC Regulation S-K. The names of the NEOs (excluding Mr. Sorrentino) included for the purpose of calculating the average amounts in each applicable year are William S. Burns, Elizabeth Magennis, Christopher Ewing, Mark Zurlini and Sharif Alexandre for 2023; William S. Burns, Elizabeth Magennis, Christopher Ewing and Michael O’Malley for 2022; William S. Burns, Elizabeth Magennis, Christopher Ewing and Laura Criscione for 2021. The dollar amounts reported do not reflect the actual average amount of compensation earned by or paid to the NEOs as a group (excluding Mr. Sorrentino) during the applicable year. In accordance with the requirements of Item 402(v) of SEC Regulation S-K, the following adjustments were made to average total compensation for the NEOs as a group (excluding Mr. Sorrentino) for each year to determine the compensation actually paid, using the same methodology described above in footnote (2): |

  143. Pay Versus Performance Table for 2023

    | | 2023 | | Summary Compensation Table Total: | $1,048,246 | | Deduction for amount reported in “Stock Awards” column of the Summary Compensation Table: | (279,100) | | Addition of fair value at fiscal year (FY) end, of equity awards granted during the FY that remained outstanding: | 363,069 | | Addition of change in fair value at FY end versus prior FY end for awards granted in a prior FY that remained outstanding: | (15,009) | | Addition of change in fair value at vesting date versus prior FY end for awards granted in a prior FY that vested during the FY: | (99,770) | | Deduction for values reported in the “Change in Pension Value and Nonqualified Deferred Compensation Earnings” column of the Summary Compensation Table: | (41,943) | | Addition of service costs and prior service costs: | 25,572 | | Compensation Actually Paid (CAP) | $1,001,064 |

  144. Pay Versus Performance Table for 2023

    | (5) Cumulative TSR is calculated by dividing the sum of the cumulative amount of dividends for the measurement period (determined in accordance with Item 402(v) of SEC Regulation S-K), assuming dividend reinvestment, and the difference between the Company’s common share price at the end and the beginning of the measurement period by the Company’s common share price at the beginning of the measurement period. |

  145. Pay Versus Performance Table for 2023

    | | 45 |

  146. Pay Versus Performance Table for 2023

    | (6) Represents the weighted peer group cumulative TSR, weighted according to the respective companies’ stock market capitalization at the beginning of each measurement period for which a return is indicated. The peer group used for this purpose is the Company’s peer group as defined in the section captioned “EXECUTIVE COMPENSATION – Compensation Discussion and Analysis.” The same financial services holding companies were included in the Company’s Compensation Peer Group disclosed in the section captioned “EXECUTIVE COMPENSATION – Compensation Discussion and Analysis” in the Company’s Proxy Statement for each of the 2022 Annual Meeting and the 2021 Annual Meeting of Shareholders. |

  147. Pay Versus Performance Table for 2023

    | (7) The dollar amounts reported represent the amount of net income (in thousands) reflected in the Company’s audited consolidated financial statements for the applicable year. |

  148. Pay Versus Performance Table for 2023

    | (8) While the Company uses numerous financial and non-financial performance measures for the purpose of evaluating performance for the Company’s compensation programs, we have determined that Core Return on Average Assets (“Core ROAA”) is the financial performance measure that, in Company's opinion, represents the most important performance measure (that is not otherwise required to be disclosed in this table) we used to link compensation actually paid to the Company’s NEOs for the most recently completed fiscal year to the Company's performance. Core ROAA is defined as core income as a percentage of average assets. Core income is defined as net income after taxes and before extraordinary items, less net income attributable to noncontrolling interest, gain on sale of held-to-maturity and available-for-sale securities, amortization of intangibles, goodwill and nonrecurring items. Examples of nonrecurring items include, but are not limited to, merger charges, loss on debt extinguishment, and gains on sales of branches. Our Compensation Committee believes Core ROAA is the most comprehensive and consistent measure of profitability and the least likely to be impacted by items that can conflict with optimal performance. Set forth below are the most important financial performance measures we used to link compensation actually paid to the CEO and Other NEOs to our performance for the year ended December 31, 2023: ● Core ROAA ● Efficiency Ratio ● Attainment of a target tangible book value per share. |

  149. Compensation Actually Paid Versus Company Performance

    Compensation Actually Paid Versus Company Performance The following charts provide a clear, visual depiction of the relationships between CAP for our CEO and the average CAP for our Other NEOs, to aspects of the Company’s financial performance.

  150. Compensation Actually Paid Versus Company Performance

    | CEO and Average Other NEOs CAP vs. Company TSR and Peer Group TSR | CEO and Average Other NEOs CAP vs. GAAP Net Income | | | |

  151. Compensation Actually Paid Versus Company Performance

    CEO and Average Other NEOs CAP vs. Core ROAA %

  152. Compensation Actually Paid Versus Company Performance

    | | 46 |

  153. Compensation Actually Paid Versus Company Performance

    The following table represents the grants of awards to the Named Executive Officers in 2023:

  154. Compensation Actually Paid Versus Company Performance

    | Grants of Plan-Based Awards | | | | | | | | | | | | | | | Estimated future payouts under non-equity incentive plan awards | | | Estimated future payouts under equity incentive plan awards | | | | | | | | Name (a) | Grant Date (b) | Threshold ($) (c) | Target ($) (d) | Maximum ($) (e) | Threshold (#) (f) | Target (#) (g) | Maximum (#) (h) | All other stock awards: Number of shares of stock or units (#) (i) | All other stock awards: Number of securities underlying options (#) (j) | Exercise or base price of option awards ($/share) (k) | Grant date fair value of stock and option awards ($) (l) | | Frank Sorrentino III | 3/20/2023 | | | | 16,471 | 32,941 | 49,412 | 49,411 | | | $1,476,571 | | William S. Burns | 3/20/2023 | | | | 4,423 | 8,846 | 13,269 | 13,268 | | | 396,504 | | Elizabeth Magennis | 3/20/2023 | | | | 4,758 | 9,516 | 14,274 | 14,274 | | | 426,555 | | Christopher Ewing | 3/20/2023 | | | | 3,347 | 6,693 | 10,040 | 8,366 | | | 270,008 | | Mark Zurlini | 3/20/2023 | | | | 1,825 | 3,650 | 5,475 | 5,475 | | | 163,611 | | Sharif Alexandre | 3/20/2023 | | | | 1,830 | 3,660 | 5,490 | 5,490 | | | 164,060 |

  155. Compensation Actually Paid Versus Company Performance

    The following table sets forth, for each of the Named Executive Officers, information regarding outstanding stock options and stock awards as of December 31, 2023:

  156. Compensation Actually Paid Versus Company Performance

    | Outstanding Equity Awards at Fiscal Year-End | | | | | | | | | | | | Option Awards | | | | | Stock Awards | | | | | Name (a) | Number of securities underlying unexercised options (#) exerciseable (#)(b) | Number of securities underlying unexercised options (#) un-exerciseable (#)(c) | Equity incentive plan awards: Number of securities underlying unexercised unearned options (#)(d) | Option exercise price ($)(e) | Option expiration date (#)(f) | Number of shares or units of stock that have not vested (#)(g) | Market value of shares or units of stock that have not vested ($)(h) | Equity incentive plan awards: Number of unearned shares, units or other rights that have not vested (#)(i) | Equity incentive plan awards: market or payout value of unearned shares, units or other rights that have not vested ($)(j) | | Frank Sorrentino III | - | - | - | $ - | n/a | 71,313 | $1,633,781 | 64,313 | $1,473,411 | | William S. Burns | - | - | - | - | n/a | 19,111 | 437,833 | 18,555 | 425,095 | | Elizabeth Magennis | - | - | - | - | n/a | 21,075 | 482,828 | 19,734 | 452,106 | | Christopher Ewing | - | - | - | - | n/a | - | - | 6,686 | 153,176 | | Mark Zurlini | - | - | - | - | n/a | 5,475 | 125,432 | 2,738 | 62,728 | | Sharif Alexandre | - | - | - | - | n/a | 7,410 | 169,763 | 4,612 | 105,661 |

  157. Compensation Actually Paid Versus Company Performance

    The following table sets forth certain information regarding exercises of options or vesting of shares during the Company’s fiscal year ended December 31, 2023 by our Named Executive Officers:

  158. Compensation Actually Paid Versus Company Performance

    | Option Exercises and Stock Vested | | | | | | | Option awards | | Stock awards | | | Name (a) | Number of shares acquired on exercise (#)(b) | Value realized on exercise ($)(c) | Number of shares acquired on vesting (#)(d) | Value realized on vesting ($)(e) | | Frank Sorrentino III | - | $ - | 90,959 | $1,627,473 | | William S. Burns | - | - | 28,213 | 504,773 | | Elizabeth Magennis | - | - | 27,914 | 499,365 | | Christopher Ewing | - | - | 24,459 | 437,641 | | Mark Zurlini | - | - | 1,023 | 41,094 | | Sharif Alexandre | - | - | 961 | 17,298 |

  159. Compensation Actually Paid Versus Company Performance

    | | 47 |

  160. Compensation Actually Paid Versus Company Performance

    Each participant listed below is a party to a Supplemental Executive Retirement Plan Agreement and a Split Dollar Life Insurance Agreement. Each of Messrs. Sorrentino and Burns and Ms. Magennis are also parties to a 2021 Supplemental Executive Retirement Plan Agreement dated April 1, 2022 that augments and supplements the original Supplemental Executive Retirement Plan Agreement. Subject to their terms and conditions, each Supplemental Executive Retirement Plan agreement and 2021 Supplemental Executive Retirement Plan Agreement is an unfunded promise intended to provide each of the participants with certain supplemental benefits upon retirement, or if earlier, upon his or her separation from service for certain qualifying terminations of employment. The amount and timing of payment of the supplemental retirement benefits vary based on a number of factors, including, among others, the participant’s age, the reason for any separation from service, and whether the participant has met the vesting requirements set forth in the agreement at the time of any payment triggering event. The benefit amount payable to each Participant is a certain percentage of the Executive’s final salary, as defined in the Plan, exclusive of bonus, incentive compensation, and benefits as of the date of the termination of employment), as follows:

  161. Compensation Actually Paid Versus Company Performance

    | Participant | Final Salary Percentage | | Frank Sorrentino III | 37.5% | | William S. Burns | 30.0 | | Elizabeth Magennis | 30.0 | | Christopher Ewing | 20.0 |

  162. Compensation Actually Paid Versus Company Performance

    | | 48 |

  163. Compensation Actually Paid Versus Company Performance

    Pursuant to each of the Split Dollar Life Insurance Agreements, each named executive officer’s designated beneficiary will be entitled to share in the death proceeds payable under a life insurance policy owned by the Bank in the event of the participant’s death while the Agreement remains in effect. The amounts payable to the participants’ beneficiaries vary among the participants, and the age at which a participant dies. The following table sets forth certain information regarding nonqualified deferred compensation benefits to the Named Executive Officer of the Company during the Company’s fiscal year ended December 31, 2023:

  164. Compensation Actually Paid Versus Company Performance

    | Nonqualified Deferred Compensation | | | | | | | Name (a) | Executive contributions in 2023 ($)(b) | Registrant contributions in 2023 ($)(c) | Aggregate earnings in 2023 ($)(d) | Aggregate withdrawals/ distributions ($)(e) | Aggregate balance at last 2023 ($)(f) | | Frank Sorrentino III | - | $182,004 | - | - | $1,531,012 | | William S. Burns | - | 192,437 | - | - | 1,106,063 | | Elizabeth Magennis | - | (7,461) | - | - | 264,066 | | Christoher Ewing | - | 24,742 | - | - | 408,430 | | Mark Zurlini | - | - | - | - | - | | Sharif Alexandre | - | - | - | - | - |

  165. Compensation Actually Paid Versus Company Performance

    | | 49 |

  166. Compensation Actually Paid Versus Company Performance

    The following table sets forth certain information regarding compensation actually paid to the Directors during the Company’s fiscal year ended December 31, 2023, which is generally paid quarterly in arrears:

  167. Compensation Actually Paid Versus Company Performance

    | Director Compensation | | | | | | | | | Name (a) | Fees earned or paid in cash ($)(b) | Stock Awards ($)(c) | Options awards ($)(d) | Non-equity incentive plan compensation ($)(e) | Change in pension value and nonqualified deferred compensation earnings ($)(f) | All other compensation ($)(g) | Total ($)(h) | | Frank W. Baier | $74,500 | $60,000 | $ - | $ - | $ - | $ - | $134,500 | | Stephen T. Boswell | 81,625 | 60,000 | - | - | - | - | 141,625 | | Frank Huttle III | 58,000 | 60,000 | - | - | - | - | 118,000 | | Michael Kempner | 41,500 | 60,000 | - | - | - | - | 101,500 | | Nicolas Minoia | 76,000 | 60,000 | - | - | - | - | 136,000 | | William A. Thompson | 50,500 | 60,000 | - | - | - | - | 110,500 | | Daniel Rifkin | 60,250 | 60,000 | - | - | - | - | 120,250 | | Katherin Nukk-Freeman | 50,500 | 60,000 | - | - | - | - | 110,500 | | Mark Sokolich | 41,500 | 60,000 | - | - | - | - | 101,500 | | Anson Moise | 41,500 | 60,000 | - | - | - | - | 101,500 |

  168. Compensation Actually Paid Versus Company Performance

    Commencing on July 1, 2023, each non-employee member of the Company’s Board receives an annual fee of $60,000. Board members serving as chair of the Audit and Risk Committee, Compensation Committee, and Nominating and Corporate Governance Committee receive an additional stipend of $25,000, $13,500, and $12,000, respectively. Non-chair members of the Audit and Risk Committee, Compensation Committee, and Nominating and Corporate Governance Committee receive an additional stipend of $10,000, $6,000 and $6,000 respectively. The Lead Independent Director also received an additional $15,000. Each board member was awarded 4,253 restricted shares subject to forfeiture in 2023.

  169. Compensation Actually Paid Versus Company Performance

    | | 50 |

  170. Compensation Actually Paid Versus Company Performance

    We utilize the MWW Group to provide advertising and public relations assistance and advice. Michael Kempner, one of our directors, is the President and CEO of the MWW Group, Inc. During 2023, we paid the MWW Group a total of $318,528 for its services, including marketing, branding and related services. We believe the fees charged to the Bank by the MWW Group are at least as favorable to the Bank as we could receive from an unaffiliated third party. We have continued to use the services of the MWW Group during 2023. Members of our Board of Directors, including our Chairman and CEO Frank Sorrentino III and Messrs. Boswell, Huttle, and Kempner, are, either directly or through their interests in family limited liability companies, members of a limited liability company that is the sole member of a limited liability company that owns our John Street, Hackensack branch locations, which are leased by the Bank. Our Board members collectively own 44.4% of the membership interests in this limited liability company. Each of Messrs. Sorrentino, Huttle, Boswell and Kempner owns an 11.1% interest in the limited liability company. No director is the managing member or a manager or officer or any of the limited liability companies which serve as the landlords or the parent limited liability company. The lease for our John Street, Hackensack branch has a term ending on December 31, 2026. The Bank has the option to extend the lease term for up to one additional five-year period. The initial rent for the branch was $148,000 per year, and the rent will increase annually by the greater of 2.50% or the rate of increase of the consumer price index for the greater New York metropolitan area. During any option period, the rent will be reset to the greater of the prior year’s rent or the “market rent”, as defined in the lease, and will then increase annually by the greater of 2.50% or the rate of increase of the consumer price index for the greater New York metropolitan area. For 2023, the Bank paid a total rent of $243,936 for the John Street, Hackensack branch. Nicholas Minoia, a member of our Board of Directors, is a member of a limited liability company which owns our Summit, New Jersey branch. Mr. Minoia owns approximately 50% of the membership interests in this limited liability company, and serves as its manager. The initial lease for the Summit branch ended on February 1, 2024. The Bank exercised the two of the three five-year options, the new lease end date is now January 31, 2034. The Bank has the option to extend the lease term for another five-year period. The initial rent for the branch was $81,000 per year, and the rent will increase as set forth in the lease. During any option period, the rent will be as per the amounts set forth in the lease. For 2023, the Bank paid a total rent of $185,150 for the Summit, New Jersey branch. Daniel Rifkin, a member of our Board of Directors, is a member of a limited liability company which owns the Bardonia branch. Mr. Rifkin owns approximately 50% of the membership interests in this limited liability company, and does not serve as its managing member. The lease for the Bardonia branch has a term ending on August 31, 2028. The Bank has the option to extend the lease term for one additional five-year period. The rent paid by the Bank in 2023 was $281,170, and will increase three (3%) percent yearly, including any extension terms. In the event that the Bank exercises the option to terminate occupancy rights to the second floor office space, the rent will be adjusted as set forth in the lease. Mr. Rifkin is also a member of a separate limited liability company which owns the Blauvelt branch. Mr. Rifkin owns approximately 50% of the membership interests in this limited liability company, and does not serve as its managing member. The lease for the Blauvelt branch has a term ending on February 28, 2028. The rent paid by the Bank in 2023 was $111,362 with increases as set forth in the lease.

  171. Compensation Actually Paid Versus Company Performance

    | | 51 |

  172. Compensation Actually Paid Versus Company Performance

    Under Section 951 of the Dodd-Frank Wall Street Reform and Consumer Protection Act, companies with securities registered with the Securities and Exchange Commission under the Exchange Act are required to provide shareholders the opportunity to vote on a non-binding advisory proposal to approve the compensation of executives. The Company has determined to implement this requirement by providing shareholders with a simple vote that indicates their position (by a yes or no vote) with respect to our executive compensation. Although as a policy we attempt to maintain an ongoing dialogue with our shareholders, in connection with and as a result of the 2023 “say on pay” negative recommendation by a proxy advisory firm and the shareholder “say on pay” vote (which was approved by the vote of 65.6% of the shares voting), we specifically engaged with our institutional shareholders regarding our compensation practices. See “Compensation Discussion and Analysis – Shareholder Engagement.” Our Board of Directors annually reviews and approves corporate and/or individual goals and objectives relevant to the compensation of our executive officers, evaluates performance in light of those goals and objectives, and determines compensation levels based on this evaluation, as described elsewhere in this proxy statement. In determining any long-term incentive component of compensation, the Board will consider all such factors as it deems relevant, such as performance and relative shareholder return, the value of similar incentive awards at comparable companies and the awards granted in previous years. We also believe that both the Company and shareholders benefit from these compensation policies. The Board recommends that shareholders approve, in an advisory vote, the following resolution: “Resolved, that the shareholders approve the executive compensation of the Company, as described in this proxy statement, including the tabular disclosure regarding executive officers in this Proxy Statement.” Because your vote is advisory, it will not be binding upon the Board. However, the Board will take into account the outcome of the vote when considering future executive compensation arrangements.