Proxy Statement (Form DEF 14A)
SECURITIES AND EXCHANGE COMMISSION
___________________________________
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934
___________________________________
Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐
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| ☐ | Preliminary Proxy Statement | ||||
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| ☐ | Definitive Additional Materials | ||||
| ☐ | Soliciting Material Pursuant to §240.14a-12 | ||||
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Dear Fellow Shareholder:
On behalf of the Board of Directors and management of Parke Bancorp, Inc. , I cordially invite you to attend our 2025 Annual Meeting of Shareholders. This year's Annual Meeting will be held in a virtual meeting format only, on Tuesday, April 22, 2025 , at 10:00 a.m. , EasteTime. You will be able to attend the Annual Meeting virtually and may vote and submit questions during the virtual Annual Meeting by visiting www.meetnow.global/M4ZFJJN. Please retain the control number from your proxy card as it will be needed in order to ask questions during the meeting.
The attached Notice of Annual Meeting and Proxy Statement describe the formal business we expect to act upon at the Annual Meeting. I will also report on our operations. At the Annual Meeting, you will be asked to elect the Board's three nominees for director and to vote on the ratification of our selection of independent auditor. The Board of Directors has unanimously approved each of these proposals and recommends that you voteFORthe nominees andFORthe ratification of our independent auditor.
Whether or not you plan to attend the virtual meeting online, please sign and date the enclosed proxy card and retuit in the accompanying postage-paid retuenvelope as quickly as possible. Alternatively, you can vote online atwww.investorvote.com/PKBKor vote by calling 1-800-652-VOTE (8683).This will not prevent you from voting at the meeting, but it will ensure that your vote is counted if you are unable to attend the virtual meeting.
Sincerely,
President and Chief Executive Officer
601 DELSEA DRIVE
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NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON |
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NOTICE IS HEREBY GIVENthat this year'sAnnual Meeting will be held in a virtual meeting format only without any physical location,on Tuesday, April 22, 2025 , at 10:00 a.m. , EasteDaylight Time.You will be able to attend the Annual Meeting virtually and may vote and submit questions during the virtual Annual Meeting by visitingwww.meetnow.global/M4ZFJJN.There is no physical location for the Annual Meeting. The Annual Meeting is for the purpose of considering and acting upon the following matters:
1. To elect three directors each to serve a three-year term;
2. To ratify the appointment of S.R. Snodgrass, P.C . as our independent auditor for the
fiscal year ending December 31, 2025 ;
3. To transact such other business as may properly come before the Annual Meeting or any
adjournments thereof.
Action may be taken on the foregoing proposals at the Annual Meeting on the date specified above, or on any date or dates to which, by original or later adjournment, the Annual Meeting may be adjourned. Pursuant to the Company's bylaws, the Board of Directors has fixed the close of business on March 12, 2025 , as the record date for determination of the shareholders entitled to vote at the Annual Meeting and any adjournments thereof.
Whether or not you plan to attend the Annual Meeting, you are requested to sign, date and retuthe enclosed proxy in the enclosed postage-paid envelope. Alternatively, you can vote online or by telephone. You should have the proxy card available if using the internet or telephone voting methods as it contains important information for logging into the voting systems and completing your proxy.
You may revoke your proxy by filing with the secretary of the Company a written revocation or a duly executed proxy bearing a later date. If you are present online at the Annual Meeting you may revoke your proxy and vote online on each matter brought before the Annual Meeting. However, if you are a shareholder whose shares are not registered in your own name, you will need additional documentation from your broker to vote online at the Annual Meeting.
BY ORDER OF THE BOARD OF DIRECTORS
Corporate Secretary
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Important Notice Regarding Internet
Availability of Proxy Materials
For the Shareholder Meeting to be
Held on
The Proxy Statement and Annual Report on Form 10-K are available at www.investorvote.com/pkbk
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| PROXY STATEMENT OF 601 DELSEA DRIVE |
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ANNUAL MEETING OF SHAREHOLDERS
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| GENERAL | ||
This Proxy Statement is furnished in connection with the solicitation of proxies by the Board of Directors of Parke Bancorp, Inc. (the "Company"), the bank holding company for Parke Bank , a New Jersey chartered commercial bank (the "Bank"), to be used at the Annual Meeting of Shareholders to be held as a virtual meeting only without any physical location, on April 22, 2025 , at 10:00 a.m. EasteDaylight Time. (the "Annual Meeting"). The accompanying Notice of Annual Meeting and this Proxy Statement are first mailed to shareholders on or about March 21, 2025 .
At the Annual Meeting, shareholders will consider and vote upon (i) the election of three directors of the Company each to serve a three-year term; and (ii) the ratification of the appointment of S.R. Snodgrass, P.C . as our independent auditor for the fiscal year ending December 31, 2025 .
The Board of Directors knows of no additional matters that will be presented for consideration at the Annual Meeting. Execution of a proxy, however, confers on the designated proxy holder the discretionary authority to vote the shares represented by such proxy in accordance with their best judgment on such other business, if any, which may properly come before the Annual Meeting or any adjournment thereof.
| VOTING AND PROXY PROCEDURES | ||
Who Can Vote at the Annual Meeting
You are only entitled to vote at the Annual Meeting if our records show that you held shares of our common stock, par value $0.10 per share (the "Common Stock"), as of the close of business on March 12, 2025 (the "Record Date"). If your shares are held by a broker or other intermediary, you can only vote your shares at the Annual Meeting if you have a properly executed proxy from the record holder of your shares (or their designee). As of the Record Date, a total of 11,842,596 shares of Common Stock were outstanding. Each share of Common Stock has one vote on each matter presented.
The Annual Meeting will be a completely virtual meeting of stockholders, which will be conducted exclusively by webcast. You are entitled to participate in the Annual Meeting only if you were a stockholder of the Company as of the close of business on the Record Date, or if you hold a valid proxy for the Annual Meeting. No physical meeting will be held.
You will be able to attend the Annual Meeting online and submit your questions during the meeting by visitingwww.meetnow.global/M4ZFJJN. You also will be able to vote your shares online by attending the Annual Meeting by webcast. To participate in the Annual Meeting, you will need to review the information included on your Notice, on your proxy card or on the instructions that accompanied your proxy materials. If you hold your shares through an intermediary, such as a bank or broker, you must register in advance using the instructions below.
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The online meeting will begin promptly at 10:00 a.m. , EasteDaylight Time. We encourage you to access the meeting prior to the start time leaving ample time for the check-in. Please follow the registration instructions as outlined in this proxy statement.
Registration Information
If you are a registered shareholder (i.e., you hold your shares through our transfer agent, Computershare ), you do not need to register to attend the Annual Meeting virtually on the Internet. Please follow the instructions on the notice or proxy card that you received. If you hold your shares through an intermediary, such as a bank or broker, you must register in advance to attend the Annual Meeting virtually on the Internet.
To register to attend the Annual Meeting online by webcast you must submit proof of your proxy power (legal proxy) reflecting your holdings along with your name and email address to Computershare . Requests for registration must be labeled as "Legal Proxy" and be received no later than 5:00 p.m. , EasteTime, on April 14, 2025 . You will receive confirmation of your registration by email after we receive your registration materials. Requests for registration should be directed to us at the following:
By email:
Forward the email from your broker, or attach an image of your legal proxy, to legalproxy@computershare.com
By mail:
COMPANY Legal Proxy
P.O. Box 43001
Voting by Proxy
The Board of Directors is sending you this Proxy Statement for the purpose of requesting that you allow your shares of Common Stock to be represented at the Annual Meeting by the persons named in the enclosed proxy card. As shown on your proxy card, you may also vote your shares by internet or telephone voting. All shares of Common Stock represented at the Annual Meeting by properly executed and dated proxies will be voted according to the instructions indicated on the proxy. If you execute a proxy (by any permitted method) without giving voting instructions, your shares will be voted as recommended by the Company's Board of Directors.The Board of Directors recommends a vote "FOR" its nominees for directors, and "FOR" the ratification of the appointment of S.R. Snodgrass, P.C . as our independent auditors for the fiscal year ending December 31, 2025 .
If any matters not described in this Proxy Statement are properly presented at the Annual Meeting, the persons named in the proxy will vote your shares as determined by a majority of the Board of Directors. If the Annual Meeting is postponed or adjourned, your shares of Common Stock may be voted by the persons named in the proxy card on the new Annual Meeting dates as well, unless you have revoked your proxy. The Company does not know of any other matters to be presented at the Annual Meeting.
You may revoke your proxy at any time before the vote is taken at the Annual Meeting. To revoke your proxy you must advise the Company's Secretary in writing before your Common Stock has been voted at the Annual Meeting, deliver a later-dated proxy, or attend the virtual Annual Meeting online and vote your shares. Attendance online at the virtual Annual Meeting will not in itself revoke your proxy.
If you hold your Common Stock in "street name," you will receive instructions from your broker, bank or other nominee that you must follow in order to have your shares voted. Your broker, bank or other nominee may allow you to deliver your voting instructions via the telephone or the Internet. Please
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see the instruction form provided by your broker, bank or other nominee that accompanies this Proxy Statement. In order to vote at the Annual Meeting you will need special documentation from your broker, bank or other nominee. Please note that pursuant to the rules that guide how brokers vote your stock, your brokerage firm or other nominee may not vote your shares with respect to the election of directors (Proposal I), without specific instructions from you as to how to vote because it is not considered a "routine" matter under applicable rules.
Vote Required
Business can only be transacted at the Annual Meeting if a majority of the outstanding shares of Common Stock entitled to vote is represented at the Annual Meeting. If you execute a valid proxy or attend the virtual Annual Meeting online, your shares will be counted for purposes of determining whether there is a quorum even if you abstain or withhold your vote or do not vote your shares at the Annual Meeting. Broker non-votes will be counted for purposes of determining the existence of a quorum. A broker non-vote occurs when a broker, bank or other nominee holding shares for a beneficial owner does not have discretionary voting power with respect to the agenda item and has not received voting instructions from the beneficial owner.
In voting on the election of directors (Proposal I), you may vote in favor of the nominee or withhold your vote. There is no cumulative voting in the election of directors. Directors must be elected by a plurality of the votes cast at the Annual Meeting. This means that the nominee receiving the greatest number of votes will be elected. Votes that are withheld and broker non-votes will have no effect on the outcome of the election.
In voting to ratify the appointment of S.R. Snodgrass, P.C . as our independent auditors (Proposal II), you may vote in favor of the proposal, against the proposals or abstain from voting. To be approved, the proposal requires the affirmative vote of a majority of the votes cast at the Annual Meeting. Broker non-votes and abstentions will not be counted as votes cast and will have no effect on the outcome of the voting.
| PRINCIPAL HOLDERS OF OUR COMMON STOCK | ||
Persons and groups beneficially owning more than 5% of the Common Stock are required to file certain reports with the Securities and Exchange Commission regarding their ownership. A person is the beneficial owner of shares of Common Stock if he or she has or shares voting or investment power over the shares or has the right to acquire beneficial ownership of the shares at any time within 60 days from the Record Date. The following table sets forth information as of the Record Date with respect to the persons or groups known to the Company to beneficially own more than 5% of the Common Stock as well as directors and executive officers as a group.
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of Beneficial Owner
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Amount and Nature of
Beneficial Ownership(1)
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Percent of
Common Stock Outstanding(2)
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| 686,968 | (3) | 5.80% | |||||||||
| Alphabeta AI Multi Strategy, LP RPS Master-Investment Management RPS 2014 LP |
832,703 | (4) | 7.03% | ||||||||
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All Directors and Executive Officers
as a Group (13 persons)
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1,543,986 | (5) | 12.69% | ||||||||
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| (1) | For purposes of this table, a person is deemed to be the beneficial owner of shares of Common Stock if he or she shares voting or investment power with respect to such shares or has the right to acquire beneficial ownership within 60 days of the Record Date. As used herein, "voting power" is the power to vote or direct the voting of shares and "investment power" is the power to dispose or direct the disposition of shares. Except as otherwise noted, ownership is direct and the named persons or group exercise sole voting or investment power over the shares of Common Stock. | ||||
| (2) | In calculating the percentage ownership of an individual or group, the number of shares outstanding is deemed to include any shares which the individual or group have the right to acquire within 60 days of the Record Date through the exercise of options or otherwise. | ||||
| (3) | Based on Schedule 13G filed on |
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| (4) | Based on a Schedule 13D/A filed on |
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| (5) |
Includes 322,092 shares of Common Stock that may be acquired pursuant to the exercise of options within 60 days of the Record Date.
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| PROPOSAL I - ELECTION OF DIRECTORS | ||
The Board of Directors currently consists of eight members divided into three classes and such classes are required to be as nearly equal in number as possible. Directors are elected for three-year terms, or until their successors are elected and qualified. At the Annual Meeting, shareholders will consider and vote upon the election of three directors whose terms expire in 2028, each to serve a three-year term and until their successors are elected and qualified.
It is intended that proxies solicited by the Board of Directors will, unless otherwise specified, be voted for the election of the named nominees for the terms indicated. If any nominee is unable to serve, the shares represented by all valid proxies will be voted for the election of such substitute as the Board of Directors may recommend or the size of the Board may be reduced to eliminate the vacancy. At this time, the Board of Directors knows of no reason why any nominee might be unavailable to serve.
The following table sets forth for the nominees, the directors continuing in office and certain executive and other senior officers: name, age, the year the individual first became a director or officer of the Company, the term of office and the number and percentage of shares of Common Stock beneficially owned by each of them as of the Record Date.
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| Age at |
Year First Elected or Appointed | Term of Office Expires |
Shares of Common Stock
Beneficially
Owned(1)
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Percent of Class |
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| BOARD NOMINEE FOR TERM TO EXPIRE IN 2028 | |||||||||||||||||||||||||||||||||||
| 79 | 2005 | 2025 | 24,456 |
(2)
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* | ||||||||||||||||||||||||||||||
| 73 | 2007 | 2025 | 256,054 |
(3)
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2.10% | ||||||||||||||||||||||||||||||
| 71 | 2007 | 2025 | 162,385 |
(4)
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1.33% | ||||||||||||||||||||||||||||||
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DIRECTORS CONTINUING IN OFFICE
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| 75 | 2005 | 2027 | 167,665 |
(5)
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1.38% | ||||||||||||||||||||||||||||||
| 53 | 2007 | 2027 | 203,993 |
(6)
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1.68% | ||||||||||||||||||||||||||||||
| 73 | 2007 | 2026 | 348,294 |
(7)
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2.86% | ||||||||||||||||||||||||||||||
| 77 | 2007 | 2026 | 237,052 |
(8)
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1.95% | ||||||||||||||||||||||||||||||
| 73 | 2020 | 2026 | 88,953 |
(9)
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* | ||||||||||||||||||||||||||||||
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EXECUTIVE AND OTHER SENIOR OFFICERS WHO ARE NOT DIRECTORS
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67 | N/A | N/A | 12,963 |
(10)
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* | |||||||||||||||||||||||||||||
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45 | N/A | N/A | 370 |
(11)
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* | |||||||||||||||||||||||||||||
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68 | N/A | N/A | 56 |
(12)
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* | |||||||||||||||||||||||||||||
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39 | N/A | N/A | 24,430 |
(13)
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* | |||||||||||||||||||||||||||||
* Less than 1%
(1)Includes shares of Common Stock held directly, as well as by spouses or minor children, in trust and other indirect beneficial ownership and shares that may be acquired pursuant to the exercise of options and shares that may be acquired upon a full conversion of the Series B Preferred Stock, in each case, within 60 days of the Record Date
(2)Includes 18,875 shares of Common Stock that may be acquired pursuant to the exercise of options within 60 days of the Record Date.
(3)Includes 27,875 shares of Common Stock that may be acquired pursuant to the exercise of options within 60 days of the Record Date.
(4)Includes 36,875 shares of Common Stock that may be acquired pursuant to the exercise of options within 60 days of the Record Date.
(5)Includes 33,250 shares of Common Stock that may be acquired pursuant to the exercise of options within 60 days of the Record Date.
(6)Includes 27,875 shares of Common Stock that may be acquired pursuant to the exercise of options within 60 days of the Record Date. Also includes 50,000 shares of Common Stock that have been pledged to secure indebtedness.
(7)Includes 53,269 shares of Common Stock that may be acquired pursuant to the exercise of options within 60 days of the Record Date.
(8)Includes 44,196 shares of Common Stock that may be acquired pursuant to the exercise of options within 60 days of the Record Date.
(9)Includes 37,131 shares of Common Stock that may be acquired pursuant to the exercise of options within 60 days of the Record Date.
(10)Includes 12,146shares of Common Stock that may be acquired pursuant to the exercise of options within 60 days of the Record Date.
(11)Includes 0shares of Common Stock that may be acquired pursuant to the exercise of options within 60 days of the Record Date.
(12)Includes 0shares of Common Stock that may be acquired pursuant to the exercise of options within 60 days of the Record Date.
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(13)Includes 20,675shares of Common Stock that may be acquired pursuant to the exercise of options within 60 days of the Record Date.
Biographical Information
Set forth below are biographies of the nominees for director, the continuing directors and the executive officers of the Company. These biographies contain information regarding the person's service as a director, business experience, other directorships at any point during the last five years with any other public companies, information regarding involvement with certain types of proceedings, if applicable, and the experience, qualifications, attributes or skills that caused the Nominating Committee and the Board to nominate the individual for re-election to the Board in 2025 and that qualify the Continuing Directors to continue to serve on the Board.
Nominees for Director:
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE "FOR" THE ELECTION OF THE ABOVE NOMINEES
Continuing Directors:
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member of the Board of Trustees of Jefferson Health System of New Jersey . He also has served as a Board member of the New Jersey Casino Reinvestment Development Authority . The political and business experience that Mr. Dalton possesses enhances the depth of the Board.
Dr. Edward Infantolino .Dr. Infantolino began his practice of medicine in New Jersey in 1977. He served as President of Ocean Internal Medicine Associates, P.A . and he is now retired from the practice of medicine in Atlantic City and Somers Point, New Jersey . Dr. Infantolino is President of the Atlantic Investment Club which invests in stocks and bonds for its participants. Dr. Infantolino is the owner and Principal Broker of Key Land Development Company LLC in Celebration, Florida . He is a member of the National Association of Realtors and a member of the Orlando Regional Realtors Association . Dr. Infantolino has a license to sell real estate in New Jersey and he is a member of the Atlantic City and County Board of Realtors and the New Jersey Association of Realtors . His first banking experience was as a Founder and Director of Premium Federal Savings Bank in New Jersey until it was sold. Dr. Infantolino is a Founder of Parke Bank and has been a Director since its conception. Dr. Infantolino's business, banking, and real estate background is an asset to the Board of Directors.
Directors Emeritus:
Celestino R. ("Chuck") Pennoni .Mr. Pennoni is currently Chairman Emeritus and Director Emeritus of the Company. From 2005 to January 2023 , Mr. Pennoni was Chairman of the Board of the Company and the Bank.
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Executive and Other Senior Officers Who Are Not Directors:
| CORPORATE GOVERNANCE | ||
Director Independence
The Board of Directors has determined that all non-employee Directors are independent in accordance with the requirements of Nasdaq rules.All Board members who serve on the Audit Committee, the Compensation Committee and the Nominating Committee are non-employee Directors and deemed independent. The Board of Directors has determined that Director Choate is an Audit Committee Financial Expert within the meaning of the regulations of the Securities and Exchange Commission .
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Director Attendance
The Board of Directors conducts its business through meetings of the Board and through activities of its committees. During the year ended December 31, 2024 , the Board of Directors met a total of thirteen times, including regularly scheduled meetings and special meetings. No director attended fewer than 75% of the total meetings of the Board of Directors and meetings of the committees on which he served during the year ended December 31, 2024 .
Code of Ethics
The Company has adopted a Code of Ethics, which applies to all directors, officers and employees of the Company and the Bank. The Code of Ethics is available on the Investor Relations page of the Company's website, www.parkebank.com. It is expected that all directors, officers and employees act in accordance with the highest standards of personal and professional conduct in all aspects of their employment and association with the Company and the Bank, to comply with all applicable laws, rules and regulations and to adhere to all policies and procedures adopted by the Company and the Bank.
Committees of the Board of Directors
Nominating Committee.The nominating committee consists of Directors Choate, Dalton, Dobson and Infantolino. The Nominating Committee met one time during the fiscal year ended December 31, 2024 . The Board of Directors has adopted a written nominating committee charter for the Nominating Committee that is available on the Investor Relations page of the Company's website, www.parkebank.com. The Company does not pay fees to any third party to identify or evaluate or assist in identifying or evaluating potential nominees. The process for identifying and evaluating potential Board nominees includes soliciting recommendations from directors and officers of the Company. Additionally, the Board will consider persons recommended by shareholders of the Company in selecting the Board's nominees for election. There is no difference in the manner in which persons recommended by directors or officers versus persons recommended by shareholders in selecting Board nominees are evaluated.
To be considered in the selection of Board nominees, recommendations from shareholders must be received by the Company in writing by at least 60 days prior to the anniversary date of the prior year's annual meeting. Recommendations should identify the submitting shareholder, the person recommended for consideration and the reasons the submitting shareholder believes such person should be considered. The Board believes potential directors should be knowledgeable about the business activities and market areas in which the Company engages. The committee and the Board of Directors may consider diversity in market knowledge, experience, employment, and other factors.
Compensation Committee.The Compensation Committee oversees the Company's executive compensation and benefit policies and practices. In 2024, the Committee was comprised of Directors Choate, Dalton, Dobson, and Sheppard. The Committee met one time during the 2024 fiscal year. The Board of Directors has adopted a written compensation committee charter for the Compensation Committee that is available on the Investor Relations page of the Company's website, www.parkebank.com.
The Compensation Committee is responsible for establishing the compensation philosophy, developing compensation guidelines, establishing (or recommending to the entire Board of Directors) the compensation of the Chief Executive Officer and the other executive officers. No executive officer participates with respect to decisions on his or her compensation. The Compensation Committee may retain, at its discretion, compensation consultants to assist it in making compensation related decisions.
The Compensation Committee's goal is to determine appropriate compensation levels that will enable the Company to: (i) attract, retain and motivate an experienced, competent executive management team; (ii) reward the executive management team for the enhancement of shareholder value based on our
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annual performance and the market price of our stock; (iii) provide compensation rewards that are adequately balanced between short-term and long-term performance goals; and (iv) maintain compensation levels that are competitive with other financial institutions, particularly those comparable in asset size and market area.
The Compensation Committee considers a number of factors in their decisions regarding executive compensation, including, but not limited to, the level of responsibility and performance of the individual executive officers and the overall performance of the Company. The Compensation Committee also considers the recommendations of the Chief Executive Officer with respect to the compensation of executive officers and on matters of compensation philosophy, plan design and general guidelines for employee compensation. However, the Chief Executive Officer does not vote on and is not present for any discussion of his own compensation.
Audit Committee.The Audit Committee is responsible for overseeing the accounting and financial reporting processes and the audits of the financial statements of the Company.The Committee is comprised of Directors Choate, Dalton, Dobson, and Sheppard. The Committee met four times in fiscal year 2024. The Board of Directors has adopted a written audit committee charter for the Audit Committee that is available on the Investor Relations page of the Company's website, www.parkebank.com.
Audit Committee Financial Expert.The Board of Directors has determined that Fred G. Choate is an Audit Committee "financial expert" as that term is defined in Item 407(d)(5) of Regulation S-K of the Securities and Exchange Commission . Mr. Choate is considered an independent director, under the rules of The Nasdaq Stock Market including the specific independence requirements for audit committee members.
The Board of Directors does not have a formal process for shareholders to send communications to the Board. In view of the infrequency of shareholder communications to the Board of Directors, the Board does not believe that a formal process is necessary. Written communications received by the Company from shareholders are shared with the full Board no later than the next regularly scheduled Board meeting. The Board encourages, but does not require, directors to attend the annual meeting of shareholders. All Board members attended online the 2024 virtual annual meeting of shareholders.
Board Leadership Structure and Role in the Risk Management Process
Director Vito S. Pantilione serves as Chief Executive Officer of the Company and Director Daniel J. Dalton serves as Chairman of the Board. The Board of Directors has determined that the separation of the offices of Chairman of the Board and Chief Executive Officer and President enhances Board independence and oversight. Moreover, the separation of the Chairman of the Board and Chief Executive Officer and President allows the Chief Executive Officer and President to better focus on his growing responsibilities of running the Company, enhancing shareholder value and expanding and strengthening our franchise while allowing the Chairman of the Board to lead the Board in its fundamental role of providing advice to and independent oversight of management.
We face a number of risks, including credit risk, interest rate risk, liquidity risk, operational risk, strategic risk and reputation risk. Management is responsible for the day-to-day management of the risks the Company faces, while the Board, as a whole and through its committees, has responsibility for the oversight of risk management. In its risk oversight role, the Board of Directors has the responsibility to satisfy itself that the risk management processes designed and implemented by management are adequate and functioning as designed. To do this, the Chairman of the Board meets regularly with management to discuss strategy and risks facing the Company. Senior management attends the Board meetings and is available to address any questions or concerns raised by the Board on risk management and any other matters. The Chairman of the Board and independent members of the Board work together to provide strong, independent oversight of the Company's management and affairs through its Audit, Loan and Asset/Liability and Risk committees and, when necessary, special meetings of independent directors.
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Employee, Officer and Director Hedging
The Company has not adopted an anti-hedging and anti-pledging policy, which prohibits directors, executive officers and employees from engaging in or effecting any transaction designed to hedge or offset the economic risk of owning shares of Company common stock. Accordingly, any hedging, derivative or other equivalent transaction that is specifically designed to reduce or limit the extent to which declines in the trading price of Company common stock would affect the value of the shares of Company common stock owned by an executive officer or director is not prohibited. Cashless exercises of employee stock options are not deemed short sales and are not prohibited.
The information provided under this Employee, Officer and Director Hedging section shall not be deemed incorporated by reference into any filing under the Securities Act or the Exchange Act, except to the extent that the Company specifically incorporates this information by reference.
Insider Trading Arrangements and Policies
The Company has adopted a Stock Trading Policy intended to promote compliance with insider trading laws, rules and regulations, and any listing standards applicable to the Company.Pursuant to SEC Regulations, a copy of the Company's Stock Trading Policy has been filed as an exhibit to the Company's Annual Report on Form 10-K.
Practices Related to the Grant of Equity Awards
Under the Company's practices, long-term equity incentive compensation for any of the Company's equity awards, is typically reviewed and approved by the Board of Directors at their first regularly scheduled meeting prior to the planned issuance of any awards. Neither the Board of Directors nor the Compensation Committee take into account material non-public information when determining the timing or terms of equity awards, nor does the Company time disclosure of material non-public information for the purpose of affecting the value of executive compensation.
| EXECUTIVE COMPENSATION | ||
Summary Compensation Table.The following table sets forth the cash and non-cash compensation awarded to or earned during the last two fiscal years by our principal executive officer and the two other highest paid executive officers whose total compensation (excluding compensation attributable to changes in pension value and non-qualified deferred compensation earnings) during the fiscal year ended December 31, 2024 , exceeded $100,000 for services rendered in all capacities to the Company and the Bank. There was no non-equity incentive compensation received by the named executive officers ("NEOs") during any of the periods presented.
| Option | All Other | |||||||||||||||||||||||||||||||||||||
|
|
Year | Salary | Bonus |
Awards(1)
|
Compensation(2)
|
Total | ||||||||||||||||||||||||||||||||
|
|
2024 | $ | 1,102,500 | $ | 551,250 | $ | - | $ | 54,034 | $ | 1,707,784 | |||||||||||||||||||||||||||
|
President & Chief Executive Officer
|
2023 | $ | 1,102,500 | $ | 425,000 | * | $ | - | $ | 52,846 | $ | 1,580,346 | ||||||||||||||||||||||||||
|
|
2024 | $ | 292,000 | $ | 60,000 | $ | - | $ | 21,150 | $ | 373,150 | |||||||||||||||||||||||||||
|
Executive Vice President and
|
2023 | $ | 283,250 | $ | 60,000 | $ | - | $ | 20,700 | $ | 363,950 | |||||||||||||||||||||||||||
|
Chief Operating Officer
|
||||||||||||||||||||||||||||||||||||||
|
|
2024 | $ | 265,000 | $ | 85,000 | ^ | $ | 44,300 | $ | 11,196 | $ | 405,496 | ||||||||||||||||||||||||||
| Senior Vice President and | 2023 | $ | - | $ | - | $ | - | $ | - | $ | - | |||||||||||||||||||||||||||
| Chief Financial Officer | ||||||||||||||||||||||||||||||||||||||
_____________
* 2023 Bonus includes a one-time reduction of $126,250 , at the request of the CEO to the Board, from the amount
required by the CEO's Employment agreement (50% of salary).
^ 2024 Bonus includes a sign-on bonus of $25,000 , paid in March 2024 .
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(1)Represents the option grant date fair value of $4.43 per share calculated using the Black-Scholes option pricing model. The assumptions used in the option pricing model included: the past trading range of the Common Stock; a volatility rate of 29.29%; expected option life of 6.5 years; risk-free interest rate of 3.82%; and a dividend rate of 3.78%. Mr. Hill received options to purchase 10,000 shares, at a per share exercise price of $19.03 . All option grants vest in increments of 20% on each of the five anniversaries of the date of grant.
(2)All other compensation consists of the following for the year ended December 31, 2024 :
|
Safe Harbor
|
Automobile
Expense/
Allowance
|
Country Club Dues |
Total
|
|||||||||||||||||||||||
|
|
$ | 10,350 | $ | 39,138 | $ | 4,546 | $ | 54,034 | ||||||||||||||||||
|
|
10,350 | 10,800 | - | $ | 21,150 | |||||||||||||||||||||
|
|
3,996 | 7,200 | - | $ | 11,196 | |||||||||||||||||||||
Outstanding Option Awards at Fiscal Year End.The following table sets forth information concerning outstanding option awards of the NEOs at December 31, 2024 . Stock option amounts and prices have been adjusted for the stock dividend paid in May of 2018 and March 2020 . There were no outstanding stock awards at December 31, 2024 .
| Option Awards | ||||||||||||||||||||
|
|
Number of
Securities Underlying Unexercised Options
Exercisable |
Number of Securities Underlying Unexercised Options Unexercisable |
Option |
Option |
||||||||||||||||
|
|
17,569 | - | ||||||||||||||||||
| 13,200 | - | 20.14 | ||||||||||||||||||
| 18,000 | 4,500 | 12.29 | ||||||||||||||||||
|
|
- | - | 7.81 | |||||||||||||||||
| 2,200 | - | 20.14 | ||||||||||||||||||
| 12,000 | 3,000 | 12.29 | ||||||||||||||||||
| 8,000 | 11,000 | 21.66 | ||||||||||||||||||
|
|
- | 10,000 | 19.03 | |||||||||||||||||
Supplemental Executive Retirements Plans.The Bank implemented a Supplemental Executive Retirement Plan ("SERP") effective January 1, 2003 for Vito S. Pantilione , President and Chief Executive Officer. Under Mr. Pantilione's SERP, retirement benefits are payable to him commencing upon retirement after attainment of age 60 at the rate of 50% of his highest base salary paid while an employee of the Bank for the remainder of his life. If such retirement benefit payments are made for less than ten years, a survivor benefit will continue to be paid for the balance of such ten-year period. Such benefits are in addition to any social security benefits. Benefits under the plan may be paid in the form of a lump sum on an actuarially equivalent basis. At December 31, 2024 , the Bank had a total accrued liability of $4.4 million with respect to benefits payable under Mr. Pantilione's SERP. Benefits under the SERP will be a tax-deductible expense to the Bank at the time that actual benefit payments are made. The Bank has invested in various life insurance agreements (commonly known as BOLI, for bank-owned life insurance) with policy proceeds payable to the Bank in the event of the death of plan participants. Such insurance proceeds and earnings related to such investments are anticipated to exceed any plan costs related to benefit payments.
Potential Payments Upon Termination or Change-in-Control.As described below, certain of the NEOs are parties to various agreements that provide for payments in connection with any termination of their employment. The following table shows the payments that would be made to the NEOs at, following, or in connection with any termination of their employment in the specified circumstances as of the last business day of the last fiscal year.
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| Voluntary Good Reason Termination |
Normal
Retirement
|
(1)
|
Not For Cause
Termination
|
(2)
|
For Cause
Termination
|
Change-in
Control
Termination
|
(3)
|
Disability |
(4)
|
Death |
(5)
|
||||||||||||||||||||||||||||||||||||
|
|
$ | 5,133,750 | $ | 573,300 | $ | 5,133,750 | $ | - | $ | 5,133,750 | $ | 3,307,500 | $ | 3,507,500 | |||||||||||||||||||||||||||||||||
|
|
$ | 871,667 | $ | - | $ | 871,667 | $ | - | $ | 871,667 | $ | 876,000 | $ | 1,076,000 | |||||||||||||||||||||||||||||||||
|
|
$ | 875,000 | $ | - | $ | 875,000 | $ | - | $ | 875,000 | $ | - | $ | 200,000 | |||||||||||||||||||||||||||||||||
(1)Represents normal retirement projected annual payments under the SERP Plans. Mr. Pantilione may retire at any time.
(2)These payments represent a maximum lump sum payment to the NEOs upon termination of their contract.
(3)Amounts may be subject to reduction if such payments would exceed the tax-deductible limits under Section 280G of the Internal Revenue Code.
(4)The disability payment includes disability insurance payments and continuation of Company compensation on an annual basis for the remainder of the NEO's term of employment contract (minimum of 2 years up to a maximum of 3 years).
(5)Death benefits represent total life insurance payments that would be paid out to the NEO's heirs.
Employment Agreement.The Bank has entered into an employment agreement with Mr. Pantilione . Mr. Pantilione's base salary under the employment agreement for the year ended December 31, 2024 was $1,102,500 . Mr. Pantilione's employment agreement has a term of three years that is automatically extended for one year on January 1st of each year, unless notice of termination of the automatic extension is given in accordance with the terms of the employment agreement. The employment agreement may be terminated by the Bank for "cause" as defined in the agreement. If the Bank terminates Mr. Pantilione's employment without just cause or Mr. Pantilione elects to terminate employment for "good reason" as defined in the agreement, he will be entitled to a continuation of his salary plus his annualized bonus from the date of termination through the remaining term of the agreement. The employment agreement contains a provision stating that if Mr. Pantilione's employment is terminated in connection with any change in control, he will be paid a lump sum amount equal to 3.0 times his annual base salary plus an amount equal to 3.0 times the average of the three highest annual bonuses awarded to him prior to such termination; provided that such severance payments following a change in control will be reduced so that such payments will not be made in excess of the tax deductible amounts under Section 280G of the Internal Revenue Code of 1986, as amended (the "Code"). The employment agreement also contains an agreement not to compete with the Bank which restricts certain post-employment activities of the employee within the Counties of Gloucester , Camden , Salem or Cumberland, New Jersey , for two years following termination of employment with the Bank.
Change in Control Severance Agreements.The Company has implemented Management Change in Control Agreements with Ralph Gallo , Executive Vice President and Chief Operating Officer, and Jonathan D. Hill , Senior Vice President and Chief Financial Officer.Such Management Change in Control Agreements provide for severance benefits associated with termination of employment following a change in control equal to 2.5 times for Mr. Gallo and Mr. Hill , the most recent three-year average salary and cash incentive and bonus payments, not to exceed the tax-deductible amounts under Section 280G of the Code. In addition, such individuals are eligible to receive reimbursement for premium contributions for their medical, dental and life insurance premiums for 18 months. Mr. Hill's agreement provides that he is subject to non-compete and non-solicitation restrictions for a period of one year following his termination of employment following a change in control and the execution of a release of claims in favor of the Company.
Pay vs Performance.The Securities and Exchange Commission ("SEC") rules require companies to disclose information reflecting the relationship between executive compensation actually paid by a company and the company's financial performance. The table below specifies executive compensation paid to Vito S. Pantilione , the Company's Principal Executive Officer ("PEO") and the other NEOs for
13
the Company's three most recently completed fiscal years, and financial performance measures for the Company's three most recently completed fiscal years. The methodology for calculating amounts presented in the columns "Compensation Actually Paid to PEO" [column (d)] and "Average Compensation Actually Paid to Non-PEO NEOs" [column (f)], including details regarding the amounts that were deducted from, and added to, the Summary Compensation Table totals to arrive at the values presented for Compensation Actually Paid, are provided in the footnotes to the table. With respect to the measures of performance, the table includes the Company's cumulative total shareholder retu(TSR) and net income as noted in the Company's audited financial statements.Also, below is information and graphic representations ofthe relationships between the executive compensation actually paid to the PEO and the other NEOs and the Company's cumulative Total Shareholder Retuand Net Income for the periods noted in the table.
(a)(b)(c)(d)(e )(f)(g)
| Year | PEO | Summary Compensation Table Total for PEO | Compensation Actually Paid to PEO | Average Summary Compensation Table Total for Non-PEO NEOs | Average Compensation Actually Paid to Non-PEO NEOs | Value of Initial Fixed |
(h) | ||||||||||||||||
|
Total Shareholder Return(5)
|
Net Income | ||||||||||||||||||||||
| 2024 | |||||||||||||||||||||||
| 2023 | |||||||||||||||||||||||
| 2022 | |||||||||||||||||||||||
1.For Mr. Pantilione , Actual Compensation paid to the PEO in 2024[column (d)]is greater than the Summary Compensation Table ("SCT") Total [column (c)] as reported for each corresponding year in the "Total" column of the SCT resulting fromadjustments in equity award values. See Footnote 3.
2.For the Non-PEO NEOs, Average Compensation Actually Paid in 2024 [column (f)] is less than the Average SCT Total [column (e)] as reported for the corresponding year in the "Total" column of the SCT resulting fromadjustments in equity award values. For 2023 and 2022, the Non-PEO NEOs include Mr. Gallo and Mr. Palmieri . See Footnote 4.
3.Equity Award Adjustments for the PEO:The following table sets forth the adjustments made during each year to the SCT "Total Compensation" column in the Pay vs Performance Table to arrive at compensation "actually paid" to our PEO during each of the years presented:
| Adjustments to Determine Compensation "Actually Paid" for the PEO | 2024 | ||||
| Deduction for Amounts Reported under the 'Stock Awards' Column in the SCT | $- | ||||
| Deduction for Amounts Reported under the 'Option Awards' Columns in the SCT | - | ||||
| Increase for Fair Value of Awards Granted during year that Remain Unvested as of Year end | - | ||||
| Increase for Fair Value of Awards Granted during year that Vest during year | - | ||||
| Increase/deduction for Change in Fair Value from Prior Year-end to current Year-end of Awards Granted Prior to year that were Outstanding and Unvested as of Year-end | 2,430 | ||||
| Increase/deduction for Change in Fair Value from Prior Year-end to Vesting Date of Awards Granted Prior to year that Vested during year | 2,430 | ||||
| Deduction of Fair Value of Awards Granted Prior to year that were forfeited during year | - | ||||
| Increase based upon Incremental Fair Value of Awards Modified during year | - | ||||
14
| Increase based on Dividends or Other Earnings Paid during the year prior to Vesting Date of Award | - | ||||
| Total Adjustments | |||||
4.Equity Award Adjustments for the Average Non-PEO NEO Compensation Actually Paid:The following table sets forth the adjustments made during each year to the SCT "Total Compensation" column in the Pay vs Performance Table to arrive at average compensation "actually paid" to our Non-PEO NEOs during each of the years presented:
| Adjustments to Determine Average Compensation "Actually Paid" for the Non-PEO NEOs | 2024 | ||||
| Deduction for Amounts Reported under the 'Stock Awards' Column in the SCT | $- | ||||
| Deduction for Amounts Reported under the 'Option Awards' Columns in the SCT | (44,300) | ||||
| Increase for Fair Value of Awards Granted during year that Remain Unvested as of Year end | 14,800 | ||||
| Increase for Fair Value of Awards Granted during year that Vest during year | - | ||||
| Increase/deduction for Change in Fair Value from Prior Year-end to current Year-end of Awards Granted Prior to year that were Outstanding and Unvested as of Year-end | 7,531 | ||||
| Increase/deduction for Change in Fair Value from Prior Year-end to Vesting Date of Awards Granted Prior to year that Vested during year | 2,160 | ||||
| Deduction of Fair Value of Awards Granted Prior to year that were forfeited during year | - | ||||
| Increase based upon Incremental Fair Value of Awards Modified during year | - | ||||
| Increase based on Dividends or Other Earnings Paid during the year prior to Vesting Date of Award | - | ||||
| Total Adjustments | |||||
5.Cumulative total shareholder retu(TSR) is calculated by dividing the sum of the cumulative amount of dividends for the measurement period, assuming dividend reinvestment, and the difference between the Company's share price at the end and the beginning of the measurement period by the Company's share price at the beginning of the measurement period.
6.The Compensation Committee of the Board of Directors of the Company does not have a policy or practice of evaluating cumulative total shareholder retuas part of its determination of compensation decisions for the named executive officers.Annually, a cash bonus is paid to the PEO equal to ten percent (10%) of the net pre-tax profits of the Bank during such year up to a maximum bonus of fifty percent (50%) of the executive's then annual base salary. Bonuses are paid annually to the other named executive officers within the discretion of the Compensation Committee of the Board of Directors. Below are charts illustrating the relationship between the Compensation Actually Paid to the PEO and the Average Compensation Actually Paid to the Non-PEO NEOs and the Company's TSR for 2022, 2023 and 2024 and the relationship between the Compensation Actually Paid to the PEO and the Average Compensation Actually Paid to the Non-PEO NEOs and the Company's Net Income for 2022, 2023 and 2024.
15
| DIRECTOR COMPENSATION | ||
Set forth below is a table providing information concerning the compensation of the directors of the Company who are not NEOs for the year ended December 31, 2024 . The only compensation received by directors was in the form of cash.
16
| Fees Earned or | ||||||||
| Paid in Cash ($) | Total ($) | |||||||
| 145,950 | 145,950 | |||||||
| 299,750 | 299,750 | |||||||
| 163,100 | 163,100 | |||||||
| 105,110 | 105,110 | |||||||
| 131,750 | 131,750 | |||||||
| 118,750 | 118,750 | |||||||
| 135,139 | 135,139 | |||||||
The number of options owned by each non-employee director at December 31, 2024 was as follows:
| Number of | |||||
| Options | |||||
| 21,875 | |||||
| 36,250 | |||||
| 30,875 | |||||
| 47,196 | |||||
| 30,875 | |||||
| 40,131 | |||||
| 39,875 | |||||
For the year ended December 31, 2024 , the chairman and each other non-employee director received board fees of $9,000 and $3,000 , respectively. Retainers of $77,000 , $38,000 , $25,000 and $17,000 were paid to the chairman, audit committee chairman, vice chairman, and each other non-employee director, respectively, regardless of attendance. Bonuses of $45,750 , $30,450 , $31,600 and $26,250 were paid to the chairman, audit committee chairman, vice chairman, and each other non-employee director, respectively. Additionally, fees were paid in connection with attendance of committee meetings for all non-employee directors. For the fiscal year ended December 31, 2024 , board fees totaled $1,099,549 . Currently, each Company director also serves as a Bank director. Directors' fees are paid by the Bank; there are no additional fees paid by the Company.
| RELATED PARTY TRANSACTIONS | ||
In the normal course of its business as a financial institution, the Bank has granted loans to its officers, directors and their affiliates. The terms of these related party loans, including interest rates, collateral and repayment terms, are similar to those prevailing for comparable transactions with other customers and do not involve more than a normal risk of collectability or other unfavorable features.At December 31, 2024 , the aggregate outstanding principal balance of all such related party loans was $500,000 .
| PROPOSAL II -- RATIFICATION OF APPOINTMENT OF AUDITORS | ||
17
Audit Fees.The aggregate fees billed by S.R. Snodgrass for professional services rendered for the audit of the Company's annual consolidated financial statements and for the review of the consolidated financial statements included in the Company's Quarterly Reports on Form 10-Q for the fiscal years ended December 31, 2024 and 2023, was $261,376 and $248,360 , respectively.
Tax Fees.The aggregate tax related fees billed for the fiscal years ended December 31, 2024 and 2023, were $25,820 , and $23,682 , respectively.
All Other Fees.There were no other fees paid in 2024 or 2023.
The Audit Committee has not established pre-approval procedures and instead specifically approves each service prior to the engagement of the auditor for all audit and non-audit services. It is the Audit Committee's policy to pre-approve all audit and non-audit services prior to the engagement of the Company's independent auditor to perform any service. All of the services listed above for 2024 and 2023 were approved by either the Company's or the Bank's Audit Committee prior to the service being rendered. There were no services that were not recognized to be non-audit services at the time of engagement that were approved after the fact.
Ratification of the appointment of the independent auditor requires the affirmative vote of a majority of the votes cast, in person or by proxy, by the shareholders of the Company at the Annual Meeting.
THE BOARD OF DIRECTORS RECOMMENDS THAT SHAREHOLDERS VOTE "FOR" THE RATIFICATION OF THE APPOINTMENT OF S.R. SNODGRASS AS THE COMPANY'S INDEPENDENT AUDITOR FOR THE 2025 FISCAL YEAR.
| REPORT OF THE AUDIT COMMITTEE | ||
The Audit Committee's main responsibilities include establishing and reviewing the Company's internal controls and operating procedures to ensure compliance by the Company with all applicable laws, regulations, generally accepted accounting standards and customary operating procedures and practices. The Audit Committee also monitors the results of examinations by the Company's independent auditor. During the year ended December 31, 2024 , this committee met four times.
For the fiscal year ended December 31, 2024 , the Audit Committee: (i) reviewed and discussed the Company's audited consolidated financial statements with management, (ii) discussed with the Company's independent auditor, S.R. Snodgrass , all matters required to be discussed under the standards of the Public Company Accounting Oversight Board and (iii) received from S.R. Snodgrass written disclosures and the letter regarding S.R. Snodgrass' independence as required by Public Company Accounting Oversight Board , Rule 3526 "Communication with Audit Committee Concerning Independence" and discussed with S.R. Snodgrass its independence. Based on the foregoing review and discussions, the Audit Committee recommended to the Board of Directors that the audited consolidated financial statements be included in the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2024 .
Audit Committee:
| SHAREHOLDER PROPOSALS | ||
18
In order to be considered for inclusion in the Company's proxy materials for the annual meeting of shareholders to be held in 2026, all shareholder proposals must be received at the executive office of the Company at 601 Delsea Drive , Washington Township, New Jersey 08080 by November 21, 2025 . Shareholder proposals must meet other applicable criteria as set forth in the bylaws and applicable law in order to be considered for inclusion in the proxy materials.
Shareholder proposals that are not included in the Company's proxy statement for the 2026 annual meeting will only be considered at such meeting if the shareholder submits notice of the proposal to the Company at the above address by February 21, 2026 . Shareholder proposals must meet other applicable criteria as set forth in the bylaws in order to be considered at the 2026 annual meeting.
| OTHER MATTERS | ||
The Board of Directors is not aware of any other matters to come before the Annual Meeting. However, if any other matters should properly come before the Annual Meeting or any adjournments, it is intended that proxies will be voted in respect thereof in accordance with the judgment of the persons named in the accompanying proxy.
| MISCELLANEOUS | ||
The Company will bear the cost of soliciting proxies. The Company will reimburse brokerage firms and other custodians, nominees and fiduciaries for reasonable expenses that they incur in forwarding proxy materials to the beneficial owners of Common Stock. In addition to soliciting proxies by mail, directors, officers, and regular employees of the Company may solicit proxies personally or by telephone without additional compensation.
The Company's Annual Report on Form 10-K for the fiscal year endedDecember 31, 2024 , is being mailed to stockholders together with this Proxy Statement. Except to the extent specifically incorporated by reference, the Annual Report on Form 10-K is not to be treated as part of the proxy solicitation material nor as having been incorporated by reference herein.
BY ORDER OF THE BOARD OF DIRECTORS
Corporate Secretary
19
20
Attachments
Disclaimer
Proxy Statement (Form DEF 14A)
Proxy Statement (Form DEF 14A)
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