☐
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Preliminary Proxy Statement
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☐
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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
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☒
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Definitive Proxy Statement
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☐
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Definitive Additional Materials
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☐
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Soliciting Material under §240.14a-12
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Sterling Bancorp, Inc.
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(Name of Registrant as Specified In Its Charter)
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
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Sincerely,
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Thomas M. O’Brien
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Chairman, President and Chief Executive Officer
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1.
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To elect four directors, one to serve for a two-year term expiring at the 2022 annual meeting of shareholders and three to serve for a three-year term expiring at the 2023 annual meeting of shareholders;
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2.
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To ratify the appointment of Crowe LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2020;
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3.
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To approve the Sterling Bancorp, Inc. 2020 Omnibus Equity Incentive Plan; and
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4.
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To transact such other business as may properly come before the Annual Meeting or any adjournment thereof, all in accordance with the accompanying proxy statement.
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By order of the Board of Directors
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Colleen Kimmel
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General Counsel and Assistant Secretary
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Term Expiring in 2020
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Term Expiring in 2021
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Term Expiring in 2022
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Steven Gallotta
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Barry Allen
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Seth Meltzer
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Denny Kim
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Peggy Daitch
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Thomas M. O’Brien
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Sandra Seligman
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Lyle Wolberg
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Benjamin Wineman
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OUR BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE ELECTION OF THE FOUR DIRECTOR NOMINEES
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Name
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Age
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Position(s)
With the Company
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Nominating
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Compensation
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Audit and
Risk
Management
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Mr. O’Brien(1)
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69
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Chairman, President and Chief
Executive Officer
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Mr. Allen
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74
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Director
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Member
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Chairperson
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Ms. Daitch
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73
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Director
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Mr. Gallotta(2)
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67
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Director
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Member
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Mr. Kim(3)
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41
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Director
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Member
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Mr. Meltzer
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44
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Director
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Member
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Ms. Seligman
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73
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Director
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Member
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Ms. Tronstein Stewart(4)
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39
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Director
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Chairperson
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Member
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Member
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Mr. Wineman
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44
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Director
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Member
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Member
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Mr. Wolberg
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50
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Director
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Member
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Chairperson
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Member
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(1)
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Mr. O’Brien was appointed as Chairman, President and Chief Executive Officer of the Company effective June 3, 2020.
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(2)
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Mr. Gallotta was appointed to the Board of Directors on September 22, 2020, effective upon receipt of regulatory non-objection from the OCC, which was recently received, and was appointed to the Audit Committee on October 27, 2020.
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(3)
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Mr. Kim was appointed to the Board of Directors on September 22, 2020, effective upon receipt of regulatory non-objection from the OCC, which was recently received, and was appointed to the Compensation Committee on October 27, 2020.
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(4)
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Ms. Tronstein Stewart’s term will expire as of December 4, 2020, the date of the Annual Meeting. Ms. Tronstein Stewart has determined not to stand for re-election.
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•
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appoints, evaluates and determines the compensation of our independent auditors;
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•
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reviews and approves the scope of the annual audit, audit fees and financial statements;
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•
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reviews disclosure controls and procedures, internal controls, internal audit function and corporate policies with respect to financial information;
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•
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oversees investigations into complaints concerning financial matters, if any;
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•
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reviews related party transactions as required; and
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•
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annually review the Audit Committee charter and periodically review the committee’s performance.
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•
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identifies qualified individuals to be directors consistent with the criteria approved by the Board of Directors and recommending director nominees to the full Board of Directors and considers candidate recommendations of shareholders;
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•
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develops and oversees policies and procedures and review shareholder communications to the Board of Directors;
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•
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reviews and makes recommendations to the Board of Directors on its policies and practices related to corporate governance; and
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•
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annually reviews the Nominating Committee’s charter.
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•
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evaluates compensation strategies and policies;
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•
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reviews and approves objectives relevant to executive officer compensation;
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•
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evaluates performance and determines the compensation of the Chief Executive Officer and other executive officers in accordance with those objectives;
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•
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oversees the incentive compensation and equity-based plans and policies;
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•
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oversees management succession planning;
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•
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recommends to the Board of Directors compensation for directors;
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•
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prepares the Compensation Committee report required by SEC rules to be included in our annual report and proxy statement; and
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•
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annually reviews the Compensation Committee charter.
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Name
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Title Held with the Company During 2019
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Gary Judd(1)
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Chief Executive Officer (“CEO”)
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Thomas Lopp(2)
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President, Chief Operating Officer, Chief Financial Officer (“CFO”),
and Chief Executive Officer
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Michael Montemayor(3)
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President of Retail and Commercial Banking, Chief Lending Officer
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Stephen Huber(4)
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Chief Financial Officer
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Peter Sinatra(5)
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President and Chief Executive Officer of Quantum Capital
Management, an indirect wholly-owned subsidiary of the Bank
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(1)
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Mr. Judd retired as CEO effective November 30, 2019.
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(2)
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Mr. Lopp was appointed CEO effective November 30, 2019 and ceased to be Chief Operating Officer and CFO upon becoming CEO. He resigned from each of his positions at the Company effective May 7, 2020.
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(3)
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Mr. Montemayor was terminated by the Company on May 29, 2020.
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(4)
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Mr. Huber was appointed CFO effective November 30, 2019. Prior to his appointment as CFO of the Company, Mr. Huber was CFO of the Bank.
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(5)
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On October 14, 2020, Mr. Sinatra resigned from the Board of Directors and from the board of directors of the Bank in connection with the execution of an Asset Purchase Agreement by Quantum Capital Management to sell substantially all of its assets. Mr. Sinatra has served as Chief Executive Officer of Quantum Capital Management since 2010, and he will resign from that and all other positions with Quantum Capital Management, the Company, the Bank, and each of their subsidiaries and affiliates, effective upon the closing of the transaction.
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•
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Maintained strong net interest margin of 3.78% during 2019.
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•
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Exceeded all applicable regulatory capital requirements.
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○
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The Company’s total adjusted capital to risk-weighted capital at 2019 year end was 21.66%.
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○
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The Company’s Tier 1 capital to adjusted tangible assets at 2019 year end was 10.24%.
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•
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Increased total deposits to $2.5 billion at 2019 year end.
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•
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Manage costs and requirements of regulatory agreements and investigations
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•
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Manage impact of COVID-19 pandemic
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•
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Replace highly profitable Advantage Loan Program with a similarly profitable product
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•
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Replace and retain senior management, top loan producers and other key employees
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Axos Financial, Inc.
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Opus Bank(1)
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Bank of Marin Bancorp
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Oritani Financial Corp(2)
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Bridge Bancorp, Inc.
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Pacific Mercantile Bancorp
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First Foundation Inc
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Pacific Premier Bancorp, Inc.
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Hanmi Financial Corporation
|
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Preferred Bank
|
Heritage Commerce Corp.
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RBB Bancorp
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Heritage Financial Corporation
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Sierra Bancorp
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HomeStreet, Inc.
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TriCo Bancshares
|
Luther Burbank Corporation
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| |
Unity Bancorp Inc
|
Mercantile Bank Corporation
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Westamerica Bancorporation
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(1)
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On June 1, 2020, Pacific Premier Bank acquired Opus Bank.
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(2)
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On December 1, 2019, Valley National Bancorp acquired Oritani Financial Corp.
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Name
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2018 Base
Salary Rate
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2019 Base
Salary Rate
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% Increase
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Gary Judd
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$500,000
|
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$500,000
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0%
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Thomas Lopp
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$255,000
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$350,000
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37%
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Michael Montemayor
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$240,000
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$280,000
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17%
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Stephen Huber
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$154,500
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$175,000
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13%
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Peter Sinatra
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$500,000
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$500,000
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0%
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Performance Goal
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Measure
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Weight
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Threshold
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Target
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Maximum
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EPS
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35%
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$1.06
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$1.13
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$1.20
|
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94% of target
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106% of target
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ROA
|
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25%
|
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1.70%
|
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1.85%
|
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2.00%
|
|
| |
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92% of target
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| |
|
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108% of target
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Efficiency Ratio
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25%
|
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41%
|
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39%
|
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37%
|
|
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|
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105% of target
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| |
|
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95% of target
|
Charge Offs
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15%
|
| |
$1,500,000
|
| |
$1,000,000
|
| |
$500,000
|
|
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|
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150% of target
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| |
|
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50% of target
|
Payout Opportunity
(% of Target)
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| |
|
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50%
|
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100%
|
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150%
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Name
|
| |
2019 LTI
Targeted
LTI Level
|
| |
Options
|
| |
RSAs
|
| |
Grant
Date
|
| |
Number
of
Options
|
| |
Grant
Value of
options
|
| |
Number
of
RSAs
|
| |
Grant
Value of
RSAs
|
Judd
|
| |
$150,000
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50%
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50%
|
| |
3-1-19
|
| |
23,364
|
| |
$75,000
|
| |
7,411
|
| |
$75,000
|
Lopp
|
| |
$125,000
|
| |
50%
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50%
|
| |
3-1-19
|
| |
19,470
|
| |
$62,500
|
| |
6,176
|
| |
$62,500
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Montemayor
|
| |
$105,000
|
| |
50%
|
| |
50%
|
| |
3-1-19
|
| |
16,355
|
| |
$52,500
|
| |
5,188
|
| |
$52,500
|
Huber
|
| |
$50,000
|
| |
25%
|
| |
75%
|
| |
3-1-19
|
| |
3,894
|
| |
$12,500
|
| |
3,706
|
| |
$37,500
|
Sinatra
|
| |
$40,000
|
| |
25%
|
| |
75%
|
| |
3-1-19
|
| |
3,115
|
| |
$10,000
|
| |
2,964
|
| |
$30,000
|
Name and Principal Position
|
| |
Year
|
| |
Salary
($)
|
| |
Bonus
($)
|
| |
Stock
Awards
($)(1)
|
| |
Option
Awards
($)(2)
|
| |
Non-Equity
Incentive Plan
Compensation
($)
|
| |
Change in
Pension Value
and
Nonqualified
Deferred
Compensation
Earnings
($)
|
| |
All other
Compensation
($)(3)
|
| |
Total($)
|
Gary Judd, Chief
Executive Officer(4)
|
| |
2019
|
| |
480,769
|
| |
350,000
|
| |
73,888
|
| |
74,765
|
| |
—
|
| |
—
|
| |
—
|
| |
979,422
|
|
2018
|
| |
465,385
|
| |
500,000
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
965,385
|
||
|
2017
|
| |
344,615
|
| |
500,000
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
844,615
|
||
Stephen Huber,
Chief Financial Officer(5)
|
| |
2019
|
| |
159,337
|
| |
45,000
|
| |
36,949
|
| |
12,461
|
| |
—
|
| |
—
|
| |
29,122
|
| |
282,869
|
Thomas Lopp, President, COO, CFO and Chief Executive Officer(6)
|
| |
2019
|
| |
295,962
|
| |
150,000
|
| |
61,575
|
| |
62,304
|
| |
—
|
| |
—
|
| |
52,696
|
| |
622,537
|
|
2018
|
| |
244,616
|
| |
175,000
|
| |
112,035
|
| |
54,720
|
| |
—
|
| |
—
|
| |
48,813
|
| |
635,184
|
||
|
2017
|
| |
203,847
|
| |
105,000
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
49,036
|
| |
357,883
|
||
Michael Montemayor,
Chief Lending Officer(7)
|
| |
2019
|
| |
273,846
|
| |
140,000
|
| |
51,724
|
| |
52,336
|
| |
—
|
| |
—
|
| |
62,088
|
| |
579,994
|
|
2018
|
| |
230,769
|
| |
165,000
|
| |
79,443
|
| |
36,822
|
| |
—
|
| |
—
|
| |
60,747
|
| |
572,781
|
||
|
2017
|
| |
195,000
|
| |
100,000
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
58,410
|
| |
353,410
|
||
Peter Sinatra, Chief Executive Officer of Quantum Capital Management
|
| |
2019
|
| |
500,000
|
| |
250,000
|
| |
29,551
|
| |
9,968
|
| |
—
|
| |
—
|
| |
47,267
|
| |
836,786
|
|
2018
|
| |
500,000
|
| |
500,000
|
| |
37,345
|
| |
18,240
|
| |
—
|
| |
—
|
| |
48,136
|
| |
1,103,721
|
||
|
2017
|
| |
365,385
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
34,502
|
| |
399,887
|
(1)
|
Represents the grant date fair value calculated based on the closing price of the Company’s common stock on the grant date, reduced by the dividends per share expected to be paid during the period the shares are not vested. For more information concerning the assumptions used for these calculations, see Note 12 to our consolidated financial statements included in “Item 8. Financial Statements and Supplementary Data” in our 2019 Annual Report.
|
(2)
|
Represents the grant-date fair value of option awards calculated in accordance with FASB Accounting Standards Codification Topic 718. The Company uses the Black-Scholes-Merton option pricing model to determine the grant-date fair value of the stock options on the date of grant. For more information concerning the assumptions used for these calculations, see Note 12 to our consolidated financial statements included in “Item 8. Financial Statements and Supplementary Data” in our 2019 Annual Report
|
(3)
|
The NEOs are eligible to participate in certain group life, health and disability insurance plans not disclosed in the Summary Compensation Table that are generally available to salaried employees and do not discriminate in scope, terms and operation.
|
(4)
|
For 2017, consists of an automobile allowance of $6,000 for each of Messrs. Lopp and Montemayor and of $15,964 for Mr. Sinatra, a cash award of $4,386 for 20 years of service for Mr. Lopp, a cash award of $5,848 for 25 years of service for Mr. Montemayor, a reimbursement of dues related to club membership for Mr. Sinatra of $8,338, for Messrs. Lopp and Montemayor, an additional amount credited under the Executive Incentive Retirement Plan Agreements equal to $30,496 and $41,762, respectively, employer contributions under the Bank’s defined contribution retirement plan (as discussed in “Executive Compensation—Defined Contribution Retirement Plan” below) equal to $0, $8,154, $4,800 and $10,200 for Messrs. Judd, Lopp, Montemayor and Sinatra respectively.
|
(5)
|
For 2018, consists of an automobile allowance of $6,000 for each of Messrs. Lopp and Montemayor and of $25,296 for Mr. Sinatra, a reimbursement of dues related to club membership for Mr. Sinatra of $11,840 and, for Messrs. Lopp and Montemayor, an additional amount credited under the Executive Incentive Retirement Plan Agreements equal to $33,028 and $45,516, respectively, employer contributions under the Bank’s defined contribution retirement plan (as discussed in “Executive Compensation—Defined Contribution Retirement Plan” below) equal to $0, $9,785, $9,231 and $11,000 for Messrs. Judd, Lopp, Montemayor and Sinatra respectively.
|
(6)
|
For 2019, consists of an automobile allowance of $6,000 for each of Messrs. Lopp and Montemayor and of $25,296 for Mr. Sinatra, a reimbursement of dues related to club membership for Mr. Sinatra of $10,821 and, for Messrs. Huber, Lopp and Montemayor, an additional amount credited under the Executive Incentive Retirement Plan Agreements equal to $22,863, $35,769 and $45,842, respectively, employer contributions under the Bank’s defined contribution retirement plan (as discussed in “Executive Compensation—Defined Contribution Retirement Plan” below) equal to $0, $6,259, $10,927, $10,246 and $11,150 for Messrs. Judd, Huber, Lopp, Montemayor and Sinatra respectively.
|
(7)
|
Mr. Judd retired as Chief Executive Officer on November 30, 2019.
|
(8)
|
Mr. Huber assumed the position of Chief Financial Officer of the Company on November 30, 2019.
|
(9)
|
Mr. Lopp assumed the position as the Company’s Chief Executive Officer on November 30, 2019. Mr. Lopp resigned from all positions with the Company and the Bank on May 7, 2020.
|
(10)
|
Mr. Montemayor was terminated from the Company and Bank on May 29, 2020.
|
|
| |
|
| |
Estimated Future Payouts
Under Non-Equity
Incentive Plan Awards
|
| |
Estimated Future Payouts
Under Equity
Incentive Plan Awards
|
| |
All Other
Stock
Awards:
Number
of Shares
of Stock or
Units
(#)
|
| |
All Other
Option
Awards:
Number
of Shares
Underlying
Options
(#)
|
| |
Exercise or
base price of
option
awards
|
| |
Grant
Date Fair
Value of
Stock and
Option
Awards
($)
|
||||||||||||
Name
|
| |
Grant
Date
|
| |
Threshold
($)
|
| |
Target
($)
|
| |
Maximum
($)
|
| |
Threshold
(#)
|
| |
Target
(#)
|
| |
Maximum
(#)
|
| |
|
| |
|
| |
|
| |
|
Gary Judd
|
| |
03/01/2019
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
7,411
|
| |
23,364
|
| |
$10.12
|
| |
148,653
|
Stephen Huber
|
| |
03/01/2019
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
3,706
|
| |
3,894
|
| |
$10.12
|
| |
49,410
|
Thomas Lopp
|
| |
03/01/2019
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
6,176
|
| |
19,470
|
| |
$10.12
|
| |
123,879
|
Michael Montemayor
|
| |
03/01/2019
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
5,188
|
| |
16,355
|
| |
$10.12
|
| |
104,060
|
Peter Sinatra
|
| |
03/01/2019
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
2,964
|
| |
3,115
|
| |
$10.12
|
| |
39,519
|
|
| |
Option awards
|
| |
Stock awards
|
|||||||||||||||||||||
Name
|
| |
Number of
securities
underlying
unexercised
options
exercisable
(#)
|
| |
Number of
securities
underlying
unexercised
options
unexercisable
(#)
|
| |
Equity
incentive
plan
awards:
number of
securities
underlying
unexercised
unearned
options
(#)
|
| |
Option
exercise
price
($)
|
| |
Option
expiration
date
|
| |
Number of
shares
or
units of
stock
that
have
not
vested
(#)
|
| |
Market
value
of
shares
of
units of
stock
that have
not
vested
($)(5)
|
| |
Equity
incentive
plan
awards:
number
of
unearned
shares,
units of
other
rights
that have
not
vested
(#)
|
| |
Equity
incentive
plan
awards:
market
or
payout
value of
unearned
shares,
units or
other
rights
that have
not
vested
($)
|
Thomas Lopp(1)(2)(3)(4)
|
| |
—
|
| |
12,000
|
| |
—
|
| |
13.73
|
| |
3/21/2028
|
| |
8,250
|
| |
66,825
|
| |
—
|
| |
—
|
|
—
|
| |
19,470
|
| |
—
|
| |
10.12
|
| |
3/1/2029
|
| |
6,176
|
| |
50,026
|
| |
—
|
| |
—
|
||
Michael Montemayor(1)(2)(3)(4)
|
| |
—
|
| |
8,075
|
| |
—
|
| |
13.73
|
| |
3/21/2028
|
| |
5,850
|
| |
47,385
|
| |
—
|
| |
—
|
|
—
|
| |
16,355
|
| |
—
|
| |
10.12
|
| |
3/1/2029
|
| |
5,188
|
| |
42,023
|
| |
—
|
| |
—
|
||
Stephen Huber(1)(2)(3)(4)
|
| |
—
|
| |
2,300
|
| |
—
|
| |
13.73
|
| |
3/21/2028
|
| |
1,675
|
| |
13,568
|
| |
—
|
| |
—
|
|
—
|
| |
3,894
|
| |
—
|
| |
10.12
|
| |
3/1/2029
|
| |
3,706
|
| |
30,019
|
| |
—
|
| |
—
|
||
Peter Sinatra(1)(2)(3)(4)
|
| |
—
|
| |
4,000
|
| |
—
|
| |
13.73
|
| |
3/21/2028
|
| |
2,750
|
| |
22,275
|
| |
—
|
| |
—
|
|
—
|
| |
3,115
|
| |
—
|
| |
10.12
|
| |
3/1/2029
|
| |
2,964
|
| |
24,008
|
| |
—
|
| |
—
|
(1)
|
On March 21, 2018, Messrs. Lopp, Montemayor, Huber and Sinatra received a grant of 8,250, 5,850, 1,675 and 2,750 restricted stock awards, respectively, which would vest in installments of 50% in each of the third and fourth anniversary of the grant date. The awards that were granted to Messrs. Lopp and Montemayor which were unvested as of the termination of their employment have been forfeited.
|
(2)
|
On March 21, 2018, Messrs. Lopp, Montemayor, Huber and Sinatra received a grant of 12,000, 8,075, 2,300 and 4,000 stock options, respectively, which would vest in installments of 50% on each of the third and fourth anniversary dates of the grant. The stock options of Messrs. Lopp and Montemayor which were unexercised are no longer outstanding.
|
(3)
|
On March 1, 2019, Messrs. Lopp, Montemayor, Huber and Sinatra received a grant of 6,176, 5,188, 3,706 and 2,964 restricted stock awards, respectively, which would vest in installments of 50% in each of the third and fourth anniversary of the grant date. The aggregate grant date fair value is computed in accordance with FASB ASC Topic 718. The awards that were granted to Messrs. Lopp and Montemayor which were unvested as of the termination of their employment have been forfeited.
|
(4)
|
On March 1, 2019, Messrs. Lopp, Montemayor, Huber and Sinatra received a grant of 19,470, 16,355, 3,894 and 3,115 stock options, respectively, which would vest in installments of 50% on each of the third and fourth anniversary dates of the grant. The stock options of Messrs. Lopp and Montemayor, which were unexercised are no longer outstanding.
|
(5)
|
Based on the closing price of the Company’s common stock on the Nasdaq on December 31, 2019, which was $8.10.
|
|
| |
Stephen
Huber
|
| |
Thomas
Lopp
|
| |
Michael
Montemayor
|
| |
Peter
Sinatra
|
Termination without Cause - No Change of Control
|
| |
|
| |
|
| |
|
| |
|
Salary Continuation
|
| |
—
|
| |
—
|
| |
—
|
| |
$500,000
|
Benefits Continuation
|
| |
—
|
| |
—
|
| |
—
|
| |
$23,445
|
Executive Incentive Retirement Agreement Payments
|
| |
$192,513
|
| |
$346,390
|
| |
$482,639
|
| |
—
|
Total
|
| |
$192,513
|
| |
$346,390
|
| |
$482,639
|
| |
$523,445
|
Disability(1)
|
| |
|
| |
|
| |
|
| |
|
Salary Continuation
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
Benefits Continuation
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
Executive Incentive Retirement Agreement Payments
|
| |
$192,513
|
| |
$346,390
|
| |
$482,639
|
| |
—
|
Restricted Stock Award Vesting(2)
|
| |
$43,586
|
| |
$116,851
|
| |
$89,408
|
| |
$46,283
|
Stock Option Vesting(3)
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
Total
|
| |
$236,099
|
| |
$463,241
|
| |
$572,047
|
| |
$46,283
|
Death(4)
|
| |
|
| |
|
| |
|
| |
|
Salary Continuation
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
Benefits Continuation
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
Death Benefit under Executive Incentive Retirement Agreement(5)
|
| |
$599,153
|
| |
$757,271
|
| |
$1,389,809
|
| |
—
|
Restricted Stock Award Vesting(6)
|
| |
$43,586
|
| |
$116,851
|
| |
$89,408
|
| |
$46,283
|
Stock Option Vesting(7)
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
Total
|
| |
$642,739
|
| |
$874,122
|
| |
$1,479,217
|
| |
$46,283
|
Change of Control - No Termination of Employment
|
| |
|
| |
|
| |
|
| |
|
Salary Continuation
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
Benefits Continuation
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
Executive Incentive Retirement Agreement Payments
|
| |
$192,513
|
| |
$346,390
|
| |
$482,639
|
| |
—
|
Restricted Stock Award Vesting(8)
|
| |
$43,586
|
| |
$116,851
|
| |
$89,408
|
| |
$46,283
|
Stock Option Vesting(9)
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
Total
|
| |
$236,099
|
| |
$463,241
|
| |
$572,047
|
| |
$46,283
|
Change of Control - Termination of Employment without Cause
|
| |
|
| |
|
| |
|
| |
|
Salary Continuation
|
| |
—
|
| |
—
|
| |
—
|
| |
$500,000
|
Benefits Continuation
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
Executive Incentive Retirement Agreement Payments
|
| |
$192,513
|
| |
$346,390
|
| |
$482,639
|
| |
—
|
Restricted Stock Award Vesting(10)
|
| |
$43,586
|
| |
$116,851
|
| |
$89,408
|
| |
$46,283
|
Stock Option Vesting(11)
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
Total
|
| |
$236,099
|
| |
$463,241
|
| |
$572,047
|
| |
$546,283
|
(1)
|
The Company maintains a disability plan which is generally available to all employees and any payments or benefits under this plan are not disclosed in this table.
|
(2)
|
Restricted stock fully vests in the event of a termination of employment by reason of disability.
|
(3)
|
Options fully vest in the event an optionee becomes disabled while employed. As of December 31, 2019, the exercise price of each option exceeded the closing price of our common stock as of December 31, 2019 of $8.10.
|
(4)
|
The Company maintains a life insurance plan which is generally available to all employees and any payments under this plan are not disclosed in this table.
|
(5)
|
Under the executive’s Executive Income Retirement Plan agreement, a payment will be made to his beneficiary if he dies while in active service with the Bank. This amount would be paid in lieu of the payments to the executive. If the executive dies after payments have commenced but prior to the time the executive receives all distributions, the Bank will distribute the remaining amounts to his beneficiary in a lump sum.
|
(6)
|
Restricted stock fully vests in the event of a termination of employment by reason of death.
|
(7)
|
Options fully vest in the event an optionee dies while employed.
|
(8)
|
Restricted stock fully vests on the date of a change of control.
|
(9)
|
The Committee has the discretion to provide that options are 100% vested on the date of a change of control.
|
(10)
|
Restricted stock fully vests on the date of a change of control.
|
(11)
|
The Committee has the discretion to provide that options are 100% vested on the date of a change of control.
|
|
| |
Chief Executive
Officer
|
| |
Median
Employee
|
2019 Annual Total Compensation
|
| |
$1,035,514
|
| |
$56,855
|
Total Annual Compensation Pay Ratio
|
| |
18
|
| |
1
|
Name
|
| |
Fees Earned
or Paid in
Cash ($)
|
| |
Stock
Awards
($)(1)
|
| |
Option
Awards
($)
|
| |
Non-Equity
Incentive Plan
Compensation
($)
|
| |
Change in
pension value
and
nonqualified
deferred
compensation
earnings
|
| |
All other
compensation
($)
|
| |
Total
($)
|
Barry Allen
|
| |
40,250
|
| |
24,895
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
65,145
|
Peggy Daitch(2)
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
Jon Fox(3)
|
| |
9,000
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
9,000
|
Seth Meltzer
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
Tom Minielly(4)
|
| |
11,250
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
11,250
|
Sandra Seligman
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
Peter Sinatra(5)
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
Rachel Tronstein Stewart(6)
|
| |
26,125
|
| |
24,895
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
51,020
|
Benjamin Wineman
|
| |
32,250
|
| |
24,895
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
57,145
|
Lyle Wolberg
|
| |
38,875
|
| |
24,895
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
63,770
|
Total
|
| |
157,750
|
| |
99,580
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
257,330
|
(1)
|
Represents the grant date fair value of restricted stock awards calculated based on the closing price of the Company’s common stock on the grant date, reduced by the dividends per share expected to be paid during the period the shares are not vested.
|
(2)
|
Ms. Daitch joined the Company’s Board of Directors on December 17, 2019.
|
(3)
|
Mr. Fox retired from the Company’s Board of Directors on June 18, 2019.
|
(4)
|
Mr. Minielly joined the Company’s Board of Directors on June 18, 2019 and resigned on December 17, 2019.
|
(5)
|
Mr. Sinatra served as Chief Executive Officer of Quantum pursuant to an employment agreement described under “Executive Compensation—Employment Agreements.” On October 14, 2020, Mr. Sinatra resigned from the Board of Directors and from the board of directors of the Bank in connection with the execution of an Asset Purchase Agreement by Quantum Capital Management to sell substantially all of its assets.
|
(6)
|
Ms. Tronstein-Stewart will resign from the Company as of December 4, 2020, the date of the Annual Meeting.
|
|
| |
2019
|
| |
2018
|
Audit fees(1)
|
| |
$375,000
|
| |
$353,000
|
Audit-related fees
|
| |
—
|
| |
—
|
Tax fees(2)
|
| |
$19,040
|
| |
$44,000
|
All Other Fees(3)
|
| |
$565
|
| |
$6,000
|
Total fees
|
| |
$394,605
|
| |
$403,000
|
(1)
|
Consists of fees billed for professional services performed by Crowe LLP for its audit of the Company’s annual financial statements and services that are normally provided in connection with regulatory filings or engagements. Additional billings for 2019 audit are probable.
|
(2)
|
Tax fees: Tax fees are for the filing of federal and state tax returns.
|
(3)
|
All other fees include advisory services.
|
|
OUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS
THAT THE SHAREHOLDERS VOTE FOR THIS PROPOSAL
|
|
•
|
Reviewed and discussed with management and Crowe LLP the Company’s audited financial statements.
|
•
|
Reviewed and discussed with management and Crowe LLP the matters required to be discussed by Statement of Auditing Standards No. 61, as amended, as adopted by the PCAOB in Rule 3200T.
|
•
|
Received the written disclosures and the letter from Crowe LLP required by the applicable requirements of the PCAOB regarding Crowe LLP’s communications with the Audit Committee concerning independence, and discussed with Crowe LLP its independence with respect to the Company.
|
|
| |
The Audit and Risk Management
Committee
|
|
| |
|
|
| |
Barry Allen (Chairman)
|
|
| |
Benjamin Wineman
|
|
| |
Lyle Wolberg
|
•
|
Eliminating Compensation Committee discretion in granting awards to non-employee directors by providing for fixed annual grants of restricted stock to non-employee directors with a set vesting schedule, as described below in “Awards to Non-Employee Directors”.
|
•
|
Eliminating language from the definition of “Change of Control” that allows the Compensation Committee to determine when a change of control has occurred. Additionally, the 2020 Omnibus Plan’s definition of “Change of Control” provides that a change of control will not occur if ownership of securities by certain shareholders are determined to be aggregated or treated as a group.
|
•
|
Eliminating provisions permitting shares used to pay the exercise price of an award or satisfy the tax withholding obligations related to the award to become available for future grant.
|
•
|
Including revised performance measures for performance shares and performance units more geared towards banking institutions.
|
•
|
Incorporating a reference to the Clawback Policy recently adopted by the Board.
|
•
|
Specifying that, unless the Compensation Committee decides otherwise in the grant, the vesting schedule for options, restricted stock and restricted stock units will be 1/3 per year over three years to be more consistent with recently granted awards and market norms. The 2017 Omnibus Plan has provided that, unless the Compensation Committee decided otherwise, those grants vested 50% after 3 years and 100% after 4 years.
|
•
|
Adding a limited right of transfer for a grantee to transfer to certain family members or entities controlled by family members, with the consent of the committee.
|
Sterling Bancorp, Inc. 2020 Omnibus Equity Incentive Plan
|
| |
|
| |
|
Name and Position
|
| |
Dollar Value ($)
|
| |
Number of Units
|
Non-Executive Director Group(1)
|
| |
—
|
| |
—
|
(1)
|
Subject to the approval of the 2020 Omnibus Plan, non-employee directors of the Company will receive a fixed annual grant of 7,500 shares of restricted stock per non-employee director on January 1, 2021 and on January 1 of each year thereafter in which the non-employee director serves as a member of the Board. The grant date fair value of the Company restricted stock cannot be determined as of the date of this proxy statement.
|
Plan category
|
| |
Number of securities
to be
issued upon exercise of
outstanding options,
warrants or rights(1)
|
| |
Weighted-
average
exercise price of
outstanding
options,
warrants
or rights(2)
|
| |
Number of securities
remaining available for
future issuance under
equity compensation
plans
(excluding securities
reflected in the first
column)
|
Equity compensation plans approved by shareholders
|
| |
242,573
|
| |
$12.29
|
| |
3,978,652
|
Equity compensation plans not approved by shareholders
|
| |
—
|
| |
—
|
| |
—
|
Total
|
| |
242,573
|
| |
$12.29
|
| |
3,978,652
|
(1)
|
Consists of 142,477 option awards and 100,096 restricted stock awards issued under the 2017 Omnibus Equity Incentive Plan.
|
(2)
|
Excludes restricted stock awards, which have no exercise price.
|
|
OUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS
THAT THE SHAREHOLDERS VOTE FOR THIS PROPOSAL
|
|
•
|
each shareholder known by us to beneficially own more than 5% of our outstanding common stock;
|
•
|
each of our directors and named executive officers; and
|
•
|
all of our directors and executive officers as a group.
|
|
| |
Common Stock Owned
|
|||
Name and Address of Beneficial Owner
|
| |
Number of
Shares
|
| |
Percent(1)
|
5% Shareholders:
|
| |
|
| |
|
T. Rowe Price Associates, Inc.(2)
100 E. Pratt Street, Baltimore, MD 21202
|
| |
5,020,308
|
| |
10%
|
Scott J. Seligman 1993 Long Term Irrevocable Dynasty Trust(3)(5)
c/o The First National Bank in Sioux Falls
100 South Phillips Avenue, Sioux Falls, SD 57104
|
| |
5,743,579
|
| |
11%
|
K.I.S.S. Dynasty Trust No. 9(3)(5)
c/o The First National Bank in Sioux Falls
100 South Phillips Avenue, Sioux Falls, SD 57104
|
| |
12,107,732
|
| |
24%
|
K.I.S.S. Dynasty Trust No. 5(4)(5)(6)
c/o The First National Bank in Sioux Falls
100 South Phillips Avenue, Sioux Falls, SD 57104
|
| |
7,507,318
|
| |
15%
|
Erwin A. Rubenstein(5)(6)
255 East Brown Street, Suite 320, Birmingham, MI 48009
|
| |
20,209,268
|
| |
40%
|
Michael Shawn(6)
7300 Biscayne Boulevard, Suite 200, Miami FL 33138
|
| |
8,981,041
|
| |
18%
|
Scott J. Seligman(7)
|
| |
3,925,071
|
| |
8%
|
Directors:
|
| |
|
| |
|
Barry Allen
|
| |
16,300
|
| |
*
|
Peggy Daitch
|
| |
864
|
| |
*
|
Steven Gallotta
|
| |
—
|
| |
—
|
Denny Kim
|
| |
—
|
| |
—
|
Seth Meltzer(8)
|
| |
1,490,180
|
| |
3%
|
Thomas M. O’Brien
|
| |
—
|
| |
—
|
Sandra Seligman(9)
|
| |
—
|
| |
—
|
Benjamin Wineman
|
| |
17,100
|
| |
*
|
Lyle Wolberg(10)
|
| |
7,571
|
| |
*
|
Rachel Tronstein Stewart
|
| |
4,479
|
| |
*
|
Named Executive Officers (Non-Directors):
|
| |
|
| |
|
Stephen Huber
|
| |
12,247
|
| |
*
|
Gary Judd
|
| |
194,011
|
| |
*
|
Thomas Lopp(11)
|
| |
42,553
|
| |
*
|
Michael Montemayor(12)
|
| |
35,714
|
| |
*
|
Peter Sinatra
|
| |
29,415
|
| |
*
|
All directors and executive officers as a group (16 persons total)(9)
|
| |
1,866,730
|
| |
4%
|
*
|
Less than 1%.
|
(1)
|
Based on 49,977,209 shares of the Company’s common stock outstanding as of October 5, 2020.
|
(2)
|
Based on a Schedule 13G/A filed on February 10, 2020, T. Rowe Price Associates, Inc. has sole voting power over 1,066,099 shares of common stock and sole dispositive power over 5,020,308 shares of common stock.
|
(3)
|
Mr. Seligman disclaims beneficial ownership of the shares held by the trust except to the extent of his pecuniary interest, if any, therein.
|
(4)
|
Mr. Seligman disclaims beneficial ownership of the shares held by the trust except to the extent of his pecuniary interest, if any, therein.
|
(5)
|
Based on a Schedule 13G filed on July 27, 2020 by Erwin Rubenstein, the Scott J. Seligman 1993 Long Term Irrevocable Dynasty Trust, the K.I.S.S. Dynasty Trust No. 5 and the K.I.S.S. Dynasty Trust No. 9, (i) Mr. Rubinstein, as co-trustee of the trusts, had sole voting and dispositive power over 29,190,309 shares of common stock of the Company, consisting of (a) 2,357,957 shares of common stock held by the Scott J. Seligman 1993 Irrevocable Dynasty Trust, (b) 5,743,579 shares of common stock held by the Scott J. Seligman 1993 Long Term Irrevocable Dynasty Trust, (c) 12,107,732 shares of common stock held by the K.I.S.S. Dynasty Trust No. 9, (d) 7,507,318 shares of common stock held by K.I.S.S. Dynasty Trust No. 5, and (e) 1,473,723 shares held by the Sandra Seligman 1993 Long Term Irrevocable Trust; (ii) the Scott J. Seligman 1993 Long Term Irrevocable Dynasty Trust had shared voting and dispositive power over 5,743,579 shares of common stock, (iii) the K.I.S.S. Dynasty Trust No. 9 had shared voting and dispositive power over 12,107,732 shares of common stock and (iv) the K.I.S.S. Dynasty Trust No. 5 had shared voting and dispositive power over 7,507,318 shares of common stock. Mr. Rubenstein disclaims beneficial ownership of the shares owned by the trusts. See footnote (6) with respect to shares held by the K.I.S.S. Dynasty Trust No. 5 and the Sandra Seligman 1993 Long Term Irrevocable Trust.
|
(6)
|
Based on a Schedule 13D filed by Michael Shawn on September 4, 2020, effective August 19, 2020, Mr. Shawn was appointed as trustee of the K.I.S.S. Dynasty Trust No. 5 and the Sandra Seligman 1993 Long Term Irrevocable Trust, which hold 7,507,318 and 1,473,723 shares of common stock, respectively, and Mr. Shawn, in his capacity as trustee, now has sole voting and dispositive power over an aggregate of 8,981,041 shares of common stock of the Company.
|
(7)
|
Based on the most recent Form 4 filed by the Scott J. Seligman Revocable Living Trust, consists of shares held by the trust, over which Scott. J. Seligman, former vice president of the Company and founder of the Bank, holds sole voting and dispositive power.
|
(8)
|
Consists of (i) 1,483,180 shares of common stock of the Company that are held by The Seth Seligman Meltzer Revocable Living Trust, (ii) 5,000 shares of common stock held directly by Mr. Meltzer, (iii) 1,000 shares of common stock indirectly held by Mr. Meltzer’s wife, and (iv) 1,000 shares of common stock indirectly held by Mr. Meltzer’s sons.
|
(9)
|
Excludes 7,507,318 shares of common stock held by the K.I.S.S. Dynasty Trust No. 5 and 1,473,723 shares held by the Sandra Seligman 1993 Long Term Irrevocable Trust, for which in each case Ms. Seligman is the grantor, but has no voting or dispositive power over the shares held in such trust.
|
(10)
|
Consists of 6,571 shares of common stock of the Company that are held directly, and 1,000 shares of common stock of the Company that are held by the Lyle M. Wolberg Revocable Living Trust.
|
(11)
|
Based on the most recent Form 4 filed by Mr. Lopp.
|
(12)
|
Based on the most recent Form 4 filed by Mr. Montemayor.
|
•
|
Shareholders owning common stock through a bank, broker or other holder of record should contact such record holder directly; and
|
•
|
Shareholders of record should contact the Company at (248) 355-2400 or at Shareholder Relations, Sterling Bancorp, Inc., One Towne Square, Suite 1900, Southfield, MI 48076. The Company will promptly deliver such materials upon request.
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Completed Years of Employment/Service
From Date of Grant
|
| |
Cumulative
Vesting Percentage
|
1
|
| |
33%
|
2
|
| |
66%
|
3 years or more
|
| |
100%
|
Completed Years of Employment/Service
From Date of Grant
|
| |
Cumulative
Vesting Percentage
|
1
|
| |
33%
|
2
|
| |
66%
|
3 years or more
|
| |
100%
|
Completed Years of Employment/Service
From Date of Grant
|
| |
Cumulative
Vesting Percentage
|
1
|
| |
33%
|
2
|
| |
66%
|
3 years or more
|
| |
100%
|
|
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STERLING BANCORP, INC.
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By:
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Title:
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Date:
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