Name and Address of Beneficial Owners
|
| |
Amount of Shares
Owned and Nature of Beneficial Ownership(1) |
| |
Percent of
Shares of Common Stock Outstanding |
| ||||||
Five Percent Stockholders | | | | | | | | | | | | | |
BlackRock, Inc.
55 East 52nd Street New York, New York 10055 |
| | | | 677,346(2) | | | | | | 6.20% | | |
Directors and Nominees | | | | | | | | | | | | | |
Mark R. DeFazio
|
| | | | 312,988(3) | | | | | | 2.80% | | |
Anthony J. Fabiano
|
| | | | 4,493 | | | | | | * | | |
Dale C. Fredston
|
| | | | 9,168 | | | | | | * | | |
David J. Gold
|
| | | | 19,231 | | | | | | * | | |
Harvey M. Gutman
|
| | | | 10,643 | | | | | | * | | |
Terence J. Mitchell
|
| | | | 9,607 | | | | | | * | | |
Chaya Pamula
|
| | | | 1,063 | | | | | | * | | |
Robert C. Patent
|
| | | | 159,962 | | | | | | 1.46% | | |
Maria F. Ramirez
|
| | | | 24,557(4) | | | | | | * | | |
William Reinhardt
|
| | | | 12,292 | | | | | | * | | |
Katrina Robinson
|
| | | | 1,063 | | | | | | * | | |
George J. Wolf, Jr.
|
| | | | 19,165 | | | | | | * | | |
Named Executive Officers | | | | | | | | | | | | | |
Scott Lublin
|
| | | | 39,231 | | | | | | * | | |
Nick Rosenberg
|
| | | | 28,775(5) | | | | | | * | | |
All directors and named officers as a group (19 persons)
|
| | | | 705,451 | | | | | | 6.32% | | |
Name and principal position
|
| |
Year
|
| |
Salary
($) |
| |
Stock
Awards ($)(1) |
| |
Non-Equity
Incentive Plan Compensation ($) |
| |
All Other
Compensation ($)(2) |
| |
Total
($) |
| ||||||||||||||||||
Mark R. DeFazio
President and CEO |
| | | | 2021 | | | | | | 800,000 | | | | | | 4,314,200 | | | | | | 500,000 | | | | | | 85,260 | | | | | | 5,699,460 | | |
| | | 2020 | | | | | | 700,000 | | | | | | 499,980 | | | | | | 750,000 | | | | | | 84,455 | | | | | | 2,034,435 | | | ||
Scott Lublin
EVP and Chief Lending Officer |
| | | | 2021 | | | | | | 449,946 | | | | | | 2,204,540 | | | | | | 250,000 | | | | | | 9,480 | | | | | | 2,913,966 | | |
| | | 2020 | | | | | | 432,640 | | | | | | 286,000 | | | | | | 297,440 | | | | | | 9,330 | | | | | | 1,025,410 | | | ||
Nick Rosenberg
EVP and Head of Global Payments |
| | | | 2021 | | | | | | 389,203 | | | | | | 398,816 | | | | | | 145,951 | | | | | | 9,480 | | | | | | 934,078 | | |
| | | 2020 | | | | | | 374,233 | | | | | | 253,687 | | | | | | 132,975 | | | | | | 9,330 | | | | | | 770,225 | | |
Name
|
| |
Year
|
| |
Time-Based
Restricted Stock Awards |
| |
Performance-Based
Stock Awards |
| |||||||||
Mark R. DeFazio
|
| | | | 2021 | | | | | | 9,842 | | | | | | 60,000 | | |
| | | | | 2020 | | | | | | 9,846 | | | | | | — | | |
Scott Lublin
|
| | | | 2021 | | | | | | 5,855 | | | | | | 30,000 | | |
| | | | | 2020 | | | | | | 5,632 | | | | | | — | | |
Nick Rosenberg
|
| | | | 2021 | | | | | | 7,852 | | | | | | — | | |
| | | | | 2020 | | | | | | 4,995 | | | | | | — | | |
| | |
All Other Compensation
|
| |||||||||||||||||||||||||||
Name
|
| |
Life insurance
premiums ($) |
| |
Transportation
($) |
| |
Housing
allowance ($) |
| |
401(k) Plan
employer contribution ($) |
| |
Total
($) |
| |||||||||||||||
Mark R. DeFazio
|
| | | | 780 | | | | | | 15,780 | | | | | | 60,000 | | | | | | 8,700 | | | | | | 85,260 | | |
Scott Lublin
|
| | | | 780 | | | | | | — | | | | | | — | | | | | | 8,700 | | | | | | 9,480 | | |
Nick Rosenberg
|
| | | | 780 | | | | | | — | | | | | | — | | | | | | 8,700 | | | | | | 9,480 | | |
| | |
Option Awards
|
| |
Stock Awards
|
| ||||||||||||||||||||||||||||||||||||||||||||||||||||||
| | |
Option Award
Grant Date |
| |
Number of
securities underlying unexercised options exercisable |
| |
Number of
securities underlying unexercised options unexercisable |
| |
Option
exercise price ($) |
| |
Option
expiration date |
| |
Stock Award
Grant Date |
| |
Number of
shares or units of stock that have not vested |
| |
Fair value
of shares or units of stock that have not vested(5) ($) |
| |
Equity
Incentive Plan Awards: Number of unearned shares, units or other rights that have not vested |
| |
Equity
Incentive Plan Awards: Market or payout value of unearned shares, units or other rights that have not vested(5) ($) |
| ||||||||||||||||||||||||||||||
Mark R. DeFazio
|
| | | | 10/22/2013 | | | | | | 57,000 | | | | | | — | | | | | | 18.00 | | | | | | 10/22/2023 | | | | | | 05/03/2021 | | | | | | — | | | | | | — | | | | | | 60,000(1) | | | | | | 6,391,800 | | |
| | | | | 12/02/2013 | | | | | | 74,000 | | | | | | — | | | | | | 18.00 | | | | | | 12/02/2023 | | | | | | 02/24/2021 | | | | | | 9,842(2) | | | | | | 1,048,468 | | | | | | — | | | | | | — | | |
| | | | | 03/18/2014 | | | | | | 30,000 | | | | | | — | | | | | | 18.00 | | | | | | 03/18/2024 | | | | | | 02/25/2020 | | | | | | 3,282(3) | | | | | | 349,631 | | | | | | — | | | | | | — | | |
| | | | | 06/01/2015 | | | | | | 70,000 | | | | | | — | | | | | | 18.00 | | | | | | 06/01/2025 | | | | | | 03/01/2017 | | | | | | 2,381(4) | | | | | | 152,125 | | | | | | — | | | | | | — | | |
Scott Lublin
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 05/03/2021 | | | | | | — | | | | | | — | | | | | | 30,000(1) | | | | | | 3,195,900 | | |
| | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 02/24/2021 | | | | | | 5,855(2) | | | | | | 623,733 | | | | | | — | | | | | | — | | |
| | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 02/25/2020 | | | | | | 1,877(3) | | | | | | 199,957 | | | | | | — | | | | | | — | | |
Nick Rosenberg
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 02/24/2021 | | | | | | 7,852(2) | | | | | | 836,474 | | | | | | — | | | | | | — | | |
| | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 02/25/2020 | | | | | | 1,665(3) | | | | | | 177,372 | | | | | | — | | | | | | — | | |
| | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 03/01/2017 | | | | | | 1,000(4) | | | | | | 106,530 | | | | | | — | | | | | | — | | |
Name(1)
|
| |
Fees earned
or paid in cash ($) |
| |
Total
($) |
| ||||||
Anthony J. Fabiano(2)
|
| | | | 42,000 | | | | | | 42,000 | | |
Dale C. Fredston
|
| | | | 109,000 | | | | | | 109,000 | | |
David M. Gavrin(3)
|
| | | | 33,500 | | | | | | 33,500 | | |
David J. Gold(4)
|
| | | | 120,000 | | | | | | 120,000 | | |
Harvey M. Gutman(4)
|
| | | | 86,000 | | | | | | 86,000 | | |
Terence J. Mitchell(2)
|
| | | | 117,000 | | | | | | 117,000 | | |
Chaya Pamula(2)
|
| | | | 4,000 | | | | | | 4,000 | | |
Robert C. Patent(4)
|
| | | | 131,000 | | | | | | 131,000 | | |
Maria F. Ramirez
|
| | | | 70,000 | | | | | | 70,000 | | |
William Reinhardt(4)
|
| | | | 305,000 | | | | | | 305,000 | | |
Katrina Robinson
|
| | | | — | | | | | | — | | |
George J. Wolf, Jr.
|
| | | | 75,500 | | | | | | 75,500 | | |
Chair
|
| |
Retainer
|
| |||
Board Chair
|
| | | $ | 75,000 | | |
Compensation Committee Chair
|
| | | | 15,000 | | |
Audit Committee Chair
|
| | | | 50,000 | | |
ORM Committee Chair
|
| | | | 25,000 | | |
Governance Committee Chair
|
| | | | 15,000 | | |
ARG Committee Chair
|
| | | | 5,000 | | |
Credit Committee Chair
|
| | | | 10,000 | | |
COC Chair | | | | | 10,000 | | |
Technology Committee Chair
|
| | | | —* | | |
Committee Meeting
|
| |
Fee
|
| |||
Audit Committee
|
| | | $ | 2,500 | | |
Compensation Committee
|
| | | | 2,000 | | |
Governance Committee
|
| | | | 2,000 | | |
ARG Committee
|
| | | | 2,000 | | |
Credit Committee
|
| | | | 2,000 | | |
ORM Committee
|
| | | | 2,000 | | |
ALCO
|
| | | | 2,000 | | |
COC
|
| | | | 2,000 | | |
Technology Committee
|
| | | | —* | | |
| | |
2021
|
| |
2020
|
| |
2019
|
| |||||||||
Stock options granted
|
| | | | — | | | | | | — | | | | | | — | | |
Time-based restricted stock awards / units granted
|
| | | | 78,582 | | | | | | 62,092 | | | | | | 106,423 | | |
Performance-based RSUs earned(1)
|
| | | | 30,000 | | | | | | 90,000 | | | | | | — | | |
Weighted average basic common shares outstanding
|
| | | | 9,011,700 | | | | | | 8,221,429 | | | | | | 8,174,142 | | |
Share usage rate (“burn rate”)
|
| | | | 1.20% | | | | | | 1.85% | | | | | | 1.30% | | |
| | |
As of 3/15/22(1)
|
| |||
Stock options outstanding
|
| | | | 231,000 | | |
Weighted-average exercise price of outstanding stock options
|
| | | $ | 18.00 | | |
| | |
As of 3/15/22(1)
|
| |||
Weighted-average remaining term of outstanding stock options
|
| | | | 2.17 | | |
Total full-value awards (restricted stock awards / units and performance-based RSUs) outstanding
|
| | | | 204,332 | | |
Remaining shares available for grant under the 2019 Equity Incentive Plan(2)
|
| | | | 69,718 | | |
Additional shares being requested under the 2022 Equity Incentive Plan(2)
|
| | | | 288,282 | | |
Basic common shares outstanding as of the record date
|
| | | | 10,931,697 | | |
Key Attribute
|
| |
Feature
|
| |
Discussion
|
|
Equity Award Types | | | Stock Options (non-qualified stock options and incentive stock options), Restricted Stock and Restricted Stock Units. | | | The Plan provides the Company with equity award types predominately used in the marketplace to provide flexibility in meeting its compensation objectives. | |
Award Vesting Criteria:
Performance Awards and Service-Based Awards |
| | The vesting of Awards may be subject to the achievement of performance measures as determined by the Compensation Committee or subject to time-based vesting over a period of continuous service (i.e., service-based). | | | Based on the Compensation Committee’s evaluation of current market practices and past Company practices, a portion of equity award grants under the 2022 Equity Incentive Plan is expected to be subject to performance-based vesting. The Compensation Committee intends to continue to use a third-party independent compensation consultant to review its equity award grant practices. | |
Minimum Vesting Period | | | The Compensation Committee will determine the vesting schedule or performance criteria for each Award. Subject to certain limited exceptions as set forth in the Plan, at least 95% of the Awards under the Plan will vest no earlier than one year after the grant date. | | | The Compensation Committee will set the vesting schedule or conditions as a part of its view that equity awards are a longer-term compensation element. | |
Key Attribute
|
| |
Feature
|
| |
Discussion
|
|
Prohibition Against Stock Option Repricing | | | Unless approved by the Company’s stockholders, neither the Compensation Committee nor the Board of Directors will have the right to make any adjustment or amendment that reduces or would have the effect of reducing the exercise price of a Stock Option previously granted under the Plan (including cancellation in exchange for a cash payment in excess of the Award’s in-the-money value or in exchange for Stock Options or other Awards), except in the event of a Change in Control or certain corporate transactions set forth in the 2022 Equity Incentive Plan (including stock splits, and stock dividends) or adjustments approved by the Company’s stockholders. | | | The Compensation Committee believes that repricing Stock Options is contrary to the objectives of Stock Options and would not be in alignment with the interest of stockholders. | |
No Dividends or Dividend Equivalents on Unvested Awards | | | Dividends or dividend equivalents payable on unvested awards subject to time-based vesting or performance-based vesting shall be distributed to a participant on or after the vesting date of such award. If the underlying award does not vest, the participant will not receive such dividends or dividend equivalents. | | | The Compensation Committee believes that the timing of dividend and dividend equivalent payments is appropriately aligned with the interests of stockholders. | |
Acceleration of Vesting – Committee Discretion | | | Vesting of Awards may be accelerated by the Compensation Committee, at its discretion. | | | The Compensation Committee determined that discretion to accelerate awards is important to allow the Company to respond to employment-related matters or other unforeseen circumstances that could warrant consideration of acceleration. | |
Acceleration of Vesting – Termination of Service without Cause or Resignation for Good Reason following a Change in Control (i.e., an Involuntary Termination of Service) | | |
Unless otherwise specified by the Compensation Committee:
All unvested service-based Awards will vest upon an Involuntary Termination of Service within 24 months following a Change in Control. Stock Options will remain exercisable for one year following an Involuntary Termination of Service following a Change in Control.
All Performance Awards will vest upon an Involuntary Termination of Service following a Change in Control based on the greater of actual performance or at the target level.
|
| | The Compensation Committee determined that a “double trigger” in connection with a Change in Control weighs the Company’s need for a meaningful retention tool with any future acquirer’s ability to appropriately manage human resources during any merger integration. The Plan does not contain a “single trigger” or 280G excise tax gross-ups. | |
Key Attribute
|
| |
Feature
|
| |
Discussion
|
|
Share Limitations | | |
The maximum number of shares of stock that may be delivered to participants under the 2022 Equity Incentive Plan is 358,000 shares, subject to adjustment as set forth in the Plan, and less any grants made after March 15, 2022 under the 2019 Equity Incentive Plan and prior to the effective date of the Plan (any of which may be granted as Incentive Stock Options).
As of March 31, 2022 (the latest practicable date before the printing of this Proxy Statement) the closing price of the Company’s common stock, as reported on the New York Stock Exchange, was $101.77.
If stockholders approve the 2022 Equity Incentive Plan, the Company will not make any more grants under the 2019 Equity Incentive Plan; the 2019 Equity Incentive Plan will be frozen and equity awards that would otherwise be available for grant under the 2019 Equity Incentive Plan will not be granted. The Compensation Committee will continue to administer outstanding grants under the 2019 Equity Incentive Plan.
|
| | The Compensation Committee evaluated a number of factors in determining the appropriate plan size, including past grant practices, the grant practices of peer banks, the stockholder value transfer to participants, and guidelines of proxy advisors. | |
Limitation of Grants to Non-Employee Directors | | | The aggregate grant date fair value of all Awards granted to any non-Employee Director during any single calendar year, plus the total cash compensation paid to such director for services rendered for such calendar year, shall not exceed $800,000 (or $950,000 in the case of a Chairman of the Board). | | | The Compensation Committee expects that it will continue to use the services of an independent compensation consultant to assist it in making equity award grants, but believes it is important to provide calendar year compensation limitations for its non-employee directors. | |
Prohibition on Recycling of Equity Awards | | | Only Awards that are forfeited, expired or settled in cash (or shares subject to awards that were granted under the 2019 Equity Incentive Plan and after March 15, 2022, are forfeited, expired, or settled in cash) are available for reissuance under the 2022 Equity Incentive Plan. Shares tendered or withheld to pay the exercise price of a Stock Option or to cover taxes related to any Award are not again available for grant. | | | The Compensation Committee believes that conservative recycling of equity awards is an important provision in the 2022 Equity Incentive Plan and properly aligns with the interests of stockholders. | |
Key Attribute
|
| |
Feature
|
| |
Discussion
|
|
Automatic Exercise of Stock Options | | | At the Compensation Committee’s discretion, Stock Options that are exercisable but unexercised as of the day immediately before their expiration date may be automatically exercised on behalf of a participant, in accordance with procedures established by the Compensation Committee. | | | The Compensation Committee believes that providing for an automatic exercise is in the best interest of the Company and participants and provides an efficient mechanism to exercise Stock Options. | |
Equitable Adjustments; Performance Measures | | |
If shares of Stock are changed into or exchanged for a different number or kind of shares or other securities of the Company on account of any recapitalization, reclassification, stock split, reverse split, combination of shares, exchange of shares, stock dividend or other distribution payable in capital stock, or other increase or decrease in such shares effected without receipt of consideration by the Company, such adjustments and other substitutions will be made to the 2022 Equity Incentive Plan and to Awards in a manner the Committee deems equitable or appropriate taking into consideration the accounting and tax consequences, including such adjustments in the aggregate number and kinds of shares for which grants may be made under the 2022 Equity Incentive Plan, the maximum number of shares that may be issued pursuant to Incentive Stock Options and, in the aggregate or to any Participant, in the number, class, kind and option or exercise price of securities subject to outstanding Awards granted under the 2022 Equity Incentive Plan.
In establishing any performance measures for Awards under the Plan, the Committee may provide for the exclusion of the impact of an event or occurrence which the Committee determines should appropriately be excluded, including: (i) extraordinary, unusual, and/or nonrecurring items of gain or loss; (ii) gains or losses on the disposition of a business; (iii) dividends declared on the Company’s stock; (iv) changes in tax or accounting principles, regulations or laws; or (v) expenses incurred in connection with a merger, branch acquisition or
|
| | The Company believes these “equitable adjustment” provisions are standard market practice and are only utilized by the Committee, in its discretion, to the extent it deems doing so is appropriate and retains the intended value of Awards. | |
Key Attribute
|
| |
Feature
|
| |
Discussion
|
|
| | | similar transaction. Performance measures will be modified, to the extent applicable, to reflect a change in the outstanding shares by reason of any stock dividend or stock split, or a corporate transaction, as described in the 2022 Equity Incentive Plan. | | | | |
Plan Category
|
| |
Number of
Securities To be Issued Upon Exercise of Outstanding Options and Restricted Stock Units |
| |
Weighted-Average
Exercise Price of Outstanding Options and Restricted Stock Units |
| |
Number of
Securities Remaining Available For Future Issuance Under Equity Compensation Plans (Excluding Number of Securities To be Issued Upon Exercise of Outstanding Options and Restricted Stock Units) |
| |||||||||
Equity Compensation Plans Approved By Security Holders
|
| | | | 411,999 | | | | | $ | 34.44 | | | | | | 152,863 | | |
Equity Compensation Plans Not Approved By Security Holders
|
| | | | — | | | | | | — | | | | | | — | | |
Total
|
| | | | 411,999 | | | | | $ | 34.44 | | | | | | 152,863 | | |
| | |
2021
|
| |
2020
|
| ||||||
Audit Fees
|
| | | $ | 443,842 | | | | | $ | 450,592 | | |
Audit-Related Fees
|
| | | | 162,008(1) | | | | | | — | | |
Tax Fees
|
| | | | — | | | | | | — | | |
All Other Fees
|
| | | | — | | | | | | 32,481(2) | | |