Proxy Statement (Form DEF 14A)
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Preliminary Proxy Statement
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Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
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Definitive Proxy Statement
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Definitive Additional Materials
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Soliciting Material Pursuant to
§240.14a-12
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No fee required.
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Fee paid previously with preliminary materials.
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Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules
14a-6(i)(1)
and 0-11.
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(609) 921-1700
To Our Shareholders:
You are cordially invited to the 2025 Annual Meeting of Shareholders (the "annual meeting") of
At the annual meeting, shareholders will be asked to consider and vote upon: (i) the election of nine directors to the Company's board of directors, each to serve until the 2026 Annual Meeting of the shareholders, and until his or her successor is elected and qualified; (ii) an advisory vote to approve our named executive officer compensation; (iii) a proposal to ratify the selection of
The board of directors of the Company urges you to vote in favor of each of the board's director nominees, and "FOR" proposals (ii) and (iii) above, and to select a one-yearfrequency under proposal (iv) above.
Your vote is important. On behalf of the board of directors, we urge you to submit a proxy by mail, telephone or internet as soon as possible, even if you plan to attend the annual meeting virtually. This will not prevent you from voting online at the annual meeting, but it will assure that your vote is counted if you are unable to attend virtually.
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Very truly yours, |
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Chairman |
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD
Notice is hereby given that the Annual Meeting of Shareholders (the "annual meeting") of
The annual meeting is being held for the purpose of considering and voting upon:
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the election of nine directors to the Company's board of directors, each to serve until the 2026 annual meeting of shareholders, and until his or her successor is elected and qualified; |
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an advisory vote to approve our named executive officer compensation; |
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a proposal to ratify the selection of |
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a proposal to select, on an advisory basis, the frequency of future advisory votes on the compensation of our named executive officers; and |
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such other business as may properly come before the annual meeting or any adjournment or postponement thereof. |
The board of directors has fixed the close of business on
Regardless of whether you plan to attend the annual meeting online, please submit your proxy with voting instructions as soon as possible. Please complete, sign, date and retuthe accompanying proxy card in the enclosed self-addressed, stamped envelope, or vote by telephone or internet in accordance with the instructions on the proxy card. If you hold your stock through a bank or broker, please direct your bank or broker to vote in accordance with the instructions you have received from your bank or broker. Any holder of record of the Company's common stock who is present virtually at the annual meeting may vote online instead of by proxy, thereby canceling any previous proxy. In any event, a proxy may be revoked in writing at any time before its exercise at the annual meeting in the manner described in the accompanying proxy statement.
A copy of the Company's annual report for the fiscal year ended
Important Notice Regarding Availability of Proxy Materials for the Annual Meeting of Shareholders to Be Held on
If you would like to receive any of the Company's filings with the
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BY ORDER OF THE BOARD OF DIRECTORS |
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Secretary |
PROXY STATEMENT FOR ANNUAL MEETING
OF SHAREHOLDERS TO BE HELD ON
This proxy statement is being furnished to shareholders of
At the Company's annual meeting, you will be asked to consider and vote upon the following matters:
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the election of nine directors to the Company's board of directors, each to serve until the 2026 Annual Meeting of shareholders, and until his or her successor is elected and qualified; |
| 2. |
an advisory vote to approve our named executive officer compensation; |
| 3. |
a proposal to ratify the selection of |
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a proposal to select, on an advisory basis, the frequency of future advisory votes on the compensation of our named executive officers; and |
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such other business as may properly come before the annual meeting or any adjournment or postponement thereof. |
Information regarding the election of directors and the other proposals is included in this proxy statement. In accordance with
The first date on which this proxy statement and the enclosed form of proxy are being sent to the shareholders of the Company is on or about
INFORMATION ABOUT VOTING
Why am I receiving these materials?
You are receiving these materials in connection with the solicitation of proxies on behalf of our board of directors for use at the 2025 Annual Meeting of Shareholders, which will take place on
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How are proxies being solicited?
This proxy solicitation is being made by and at the direction of the board of directors of the Company, and we will pay all expenses relating to the solicitation. In addition to the use of the mails, proxies may be solicited personally, by telephone, by email or by other electronic means by officers, directors and employees of the Company, who will not be compensated for such solicitation activities. Arrangements may be made with brokerage houses and other custodians, nominees and fiduciaries for forwarding solicitation materials to the beneficial owners of shares held of record by such persons, and the Company will reimburse those persons for their reasonable expenses. Please cast your vote by proxy immediately by mail, telephone or internet.
What is on the agenda for the annual meeting?
The agenda for the annual meeting includes:
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the election of nine directors to the Company's board of directors, each to serve until the 2026 Annual Meeting of shareholders, and until his or her successor is elected and qualified; |
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an advisory vote to approve our named executive officer compensation; |
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a proposal to ratify the selection of |
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a proposal to select, on an advisory basis, the frequency of future advisory votes on the compensation of our named executive officers. |
Who can vote?
You can vote at the annual meeting if you are a holder of our common stock on the record date. The record date is the close of business on
May I attend the annual meeting? What do I need in order to attend the meeting?
The annual meeting will be conducted completely online via the internet. You are entitled to participate in the annual meeting only if you were a shareholder of record of the Company as of the close of business on
Shareholders may attend and participate in the meeting by visiting https://meetnow.global/MMRWZPR. To participate in the annual meeting, you will need the control number included on your proxy card enclosed with this proxy statement.
If you hold your shares through an intermediary, such as a bank or broker, then in order to attend and participate in the meeting you must (1) obtain a written legal proxy from such intermediary authorizing you to vote those shares online at the annual meeting and (2) register in advance using the instructions below.
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We encourage you to access the meeting before the start time of
Do I need to register in advance to attend the annual meeting virtually?
If you are a registered shareholder (i.e., you hold your shares through our transfer agent,
If you hold your shares through an intermediary, such as a bank or broker, you must (1) obtain a written legal proxy from your bank, brokerage firm or other nominee authorizing you to vote those shares online at the annual meeting and (2) 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 such written legal proxy reflecting your Company holdings along with your name and email address to
You will receive a confirmation of your registration by email after we receive your registration materials.
Requests for registration should be directed to us at the following:
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By email - Forward the email from your broker, or attach an image of your legal proxy, to legalproxy@computershare.com |
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By mail - Please enclose an image of your legal proxy addressed to: |
Princeton Bancorp Legal Proxy
P.O. Box 43006
Why is the annual meeting a virtual, online meeting?
For the safety and convenience of our shareholders, our board of directors decided not to hold an in-personannual meeting this year. All of our annual meetings since 2020 have been held virtually.
How may I vote my shares at the virtual annual meeting?
If you hold shares of the Company's common stock as the shareholder of record, you have the right to vote those shares at the annual meeting. Please follow the instructions on your proxy card and at https://meetnow.global/MMRWZPR in order to vote your shares during the meeting. Shareholders of record will need a control number to access the meeting. The control number can be found on your proxy card.
If you are a beneficial owner and hold shares of the Company's common stock in street name, you cannot vote the shares you beneficially own through the online voting platform unless you have a written legal proxy from your bank, brokerage firm or other nominee to do so. If you obtain a written legal proxy, please follow the instructions above under "Do I need to register in advance to attend the annual meeting virtually on the Internet?" in order to vote your shares during the meeting.
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We encourage you to access the meeting before the start time of
Even if you plan to attend the virtual annual meeting, you should submit a proxy card or voting instruction form for your shares in advance, so that your vote will be counted if you later decide not to attend the virtual annual meeting.
How do I vote shares held directly in my name without attending the annual meeting?
If you hold your shares directly and not through a bank, brokerage firm or other nominee, even if you plan to attend the virtual annual meeting, you may vote your shares in one of the other following ways:
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By Mail. If you choose to vote by mail, complete the enclosed proxy card, date and sign it, and retuit in the postage-paid envelope provided. |
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By Telephone. If you choose to vote by telephone, call toll-free 1-800-652-VOTE(8683). Please note telephone votes must be cast prior to |
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By Internet. If you choose to vote by internet, log onto www.investorvote.com/BPRN. Please note internet votes must be cast prior to |
How do I vote if shares are held through a bank, brokerage firm or other nominee?
If you hold your shares through a bank, brokerage firm or other nominee, you will need to vote your shares by providing voting instructions to your bank, brokerage firm or other nominee, in accordance with the voting instruction form provided to you by your bank, brokerage firm or other nominee, or by obtaining a legal proxy from your bank, brokerage firm or other nominee authorizing you to vote those shares at the virtual annual meeting. Only with a legal proxy from your bank, brokerage firm or other nominee can you cast your vote using the online voting platform at the annual meeting.
How do I vote the shares allocated to my account in the Employee Stock Ownership Plan ("ESOP")?
All ESOP participants are entitled to direct the ESOP Trustee how to vote the shares allocated to their ESOP accountants. If you are an ESOP participant, you should be receiving instructions from the Company on how to vote your shares held by the ESOP Trustee. If you do not receive such instructions, please contact
How will my proxy be voted?
Your proxy will be voted as you specify in your proxy. However, unless contrary instructions are given, we plan to vote signed and returned proxies FORthe election of each of the board of directors' nominees named in this proxy statement, FORthe approval of our named executive officer compensation, FORthe approval of the proposal to ratify the selection of
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If you hold your shares of the Company's common stock through a broker or other nominee, under applicable rules, brokers have the discretion to vote on routine matters, such as the ratification of the selection of accounting firms, but do not have discretion to vote on non-routinematters. Among other things, the election of directors and matters related to executive compensation are considered non-routine.If you do not give your broker or other nominee instructions on how to vote your shares, votes may not be cast on your behalf with respect to non-routinematters. If your broker or other nominee submits a proxy but does not vote your shares on a particular proposal because it has not received voting instructions from you, your shares will be considered to be "broker non-votes"with regard to that matter. See "What is a broker non-vote?"below.
At the annual meeting, a judge of elections will tabulate ballots cast by shareholders present virtually and voting online and votes cast by proxy.
What is a broker non-vote?
A broker non-voteoccurs when a bank or brokerage firm holding shares on behalf of a shareholder does not receive voting instructions from the shareholder by a specified date before the annual meeting and the bank or brokerage firm is not permitted under applicable stock exchange rules to vote, or otherwise does not vote, those undirected shares on specified matters. Thus, if you do not give your broker specific instructions, your shares may not be voted on those matters (so-called"broker non-votes")and will not be counted in determining the number of shares necessary for approval. Broker non-votesare not considered to be votes cast and, therefore, generally have no effect on the outcome of elections of directors or other matters that are determined based on votes cast.
Can I revoke my proxy or change my vote after submitting my proxy?
Yes. A proxy may be revoked or changed prior to its use at the annual meeting by:
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sending a written notice to the Secretary of |
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delivering to the Secretary of |
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attending the annual meeting virtually and voting online. |
Merely attending the annual meeting virtually does not mean that you have revoked your proxy. You must attend the meeting and vote online in order for your proxy to be revoked.
What constitutes a quorum at the annual meeting and how are votes counted?
We need a quorum of shareholders to hold a valid annual meeting. A quorum will be present if at least a majority of the outstanding shares of common stock entitled to vote are represented online or by proxy at the annual meeting.
How many votes are required for the election of directors?
Directors are elected by a plurality vote of shares of common stock cast online or by proxy at the annual meeting. A "plurality" means that the individuals who receive the greatest number of "FOR" votes are elected as directors, up to the number of directors to be elected at the annual meeting. Because the election of directors is based on a plurality of the votes, "withhold" votes, as well as broker non-votes,will have no effect on the outcome of the election of directors. Shareholders of the Company are not entitled to cumulative voting rights.
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How many votes are required to approve, on an advisory basis, the compensation of the Company's named executive officers, and to ratify the selection of the Company's independent registered public accounting firm?
The affirmative vote of a majority of the votes cast at the annual meeting, provided that a quorum is present, is required to (i) approve, on an advisory basis, the compensation of the Company's named executive officers; and (ii) ratify the selection of the Company's independent registered public accounting firm. Abstentions and broker non-voteswill have no effect on the voting results for these proposals.
How many votes are required to select, on an advisory basis, the frequency of future advisory votes to approve our named executive officer compensation?
The advisory vote on the selection of the frequency of future advisory votes to approve our named executive officer compensation will be determined by a plurality vote of shares of common stock cast in person or by proxy at the annual meeting. Because the selection is based on a plurality of the votes, "abstain" votes and broker non-voteswill have no effect on the outcome of the selection.
Where can I find the voting results of the annual meeting?
The Company will report the voting results by filing a current report on Form 8-Kwith the
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MATTER NO. 1
ELECTION OF DIRECTORS
The board of directors is elected by the shareholders to represent their interest in the Company. Our board of directors works closely with executive management and oversees the development and execution of our business strategy.
Board Composition
The Company is managed by our board of directors. Our articles of incorporation provide that the number of directors constituting the entire board of directors will not be less than three nor more than 25, and further provide that the exact number will be fixed from time to time by our board of directors. The board of directors has fixed the number of directors constituting the entire board of directors at nine.
Nomination Process
The board of directors has a nomination committee that makes reports and recommendations to the board from time to time, but no less frequently than annually, regarding the size of the board and board nominees.
The current members of the board of directors have a diversity of experience and a wide variety of backgrounds, skills, qualifications, and viewpoints that strengthen their ability to carry out their oversight role on behalf of our shareholders. The following matrix is provided to illustrate the knowledge, skills and experience of the directors that serve on our board. The matrix does not encompass all of the knowledge, skills and experience of our directors, and the fact that a particular knowledge, skill or experience is not listed does not mean that a director does not possess it. In addition, the absence of a particular knowledge, skill or experience with respect to any of our directors does not mean the director in question is unable to contribute to the decision-making process in that area. However, the matrix indicates a specific area of focus or expertise that the directors bring to our board. More information on each director's qualifications and background can be found in the director biographies below. Our nomination committee regularly reviews the attributes required of board members in order to better facilitate our long-term goals and operational performance, enhance our corporate culture and promote diversity and inclusiveness at our company.
The following matrix shows those skills and the number of directors having each skill, highlighting the diversity of skills on the board of directors, as well as age and board tenure information.
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Director Experience |
Number of Directors |
Director Tenure |
Number of Directors |
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| Business Generation | 9 | Less than Eight Years | 2 | |||
| Mergers and Acquisitions | 1 | Nine to Fifteen Years | 1 | |||
| Public Company Executive | 2 | Greater than Fifteen Years | 6 | |||
| 6 | ||||||
| Branding/Marketing | 3 | Director Age | ||||
| Regulatory | 4 | 45 to 55 | 1 | |||
| Real Estate | 5 | 55 to 65 | 2 | |||
| Asset/Liability Management | 7 | 65 to 75 | 2 | |||
| Tech and Cyber | 1 | 75 and Over | 4 | |||
| Community Reinvestment | 5 |
7
The board of directors has nominated the nine director candidates identified in this proxy statement, and it is intended that the proxies solicited by the board of directors will be voted "FOR" the election of each of the board of directors' director nominees (unless the shareholder otherwise directs). If, for any reason, any board of directors' director nominee becomes unavailable for election or service on the board of directors, the proxy solicited by the board of directors will be voted for such substituted director nominee as is selected by the board of directors. The board of directors has no reason to believe that any of the director nominees are not available or will not serve if elected.
Director Nominees
Each director nominee has been nominated to serve until the 2026 Annual Meeting of shareholders, and until his or her successor is elected and qualified. Each nominee is an incumbent director of the Company. The names of our directors and certain information about them are set forth below.
Richard
8
(2008-present) which is an elected position. In
JudithA. Giacin.
Robert
9
1974,
Except as described above with regard to
10
Recommendation
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE FORTHE ELECTION OF EACH OF ITS NOMINEES TO THE BOARD OF DIRECTORS OF THE COMPANY, EACH TO SERVE UNTIL THE 2026 ANNUAL MEETING OF SHAREHOLDERS, AND UNTIL HIS OR HER SUCCESSOR IS ELECTED AND QUALIFIED.
MATTER NO. 2
ADVISORY VOTE TO APPROVE OUR NAMED EXECUTIVE OFFICER COMPENSATION
As required pursuant to Section 14A of the Exchange Act, we are asking our shareholders for a non-bindingvote on the compensation of our named executive officers as described in this proxy statement. This proposal, commonly known as a "say-on-pay"proposal, gives our shareholders the opportunity to express their views on the compensation of our named executive officers. The current frequency of our shareholder advisory votes on executive compensation is every year. The next shareholder advisory vote will occur in 2026.
Even though this say-on-payvote is advisory and therefore will not be binding on us, the members of our compensation committee and board of directors value the opinions of our shareholders. Accordingly, to the extent there is a significant vote against the compensation of our named executive officers, we will consider our shareholders' concerns, and our compensation committee will evaluate what actions may be necessary or appropriate to address those concerns.
In deciding how to vote on this proposal, the board of directors urges you to consider the following factors:
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Our executive compensation program is designed to attract and retain executive officers by offering a competitive salary, the potential for short-term and long-term incentive compensation awards (cash and stock), tax-qualifiedretirement benefits, health and welfare benefits, and in certain cases, employment agreements with, among other things, change in control benefits. |
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The Company's Compensation Committee has designed compensation packages for the Company's senior executives to be competitive with the compensation offered by those peers with whom we compete for management talent. |
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The Company's compensation program does not encourage excessive and unnecessary risks that would threaten the value of the Company. |
Shareholders are urged to read the "Board of Directors and Committees-Compensation Processes and Procedures" and "Executive Officers and Compensation-Executive Compensation" sections of this proxy statement for greater detail about our executive compensation programs, including information about the fiscal year 2024 compensation of our named executive officers.
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We are asking our shareholders to indicate their support for our executive compensation program as described in this proxy statement by voting in favor of the following resolution:
"RESOLVED, that the compensation paid to the Company's named executive officers, as disclosed in this proxy statement pursuant to the compensation disclosure rules of the
Recommendation
OUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE FORTHE PROPOSAL TO APPROVE, ON AN ADVISORY BASIS, THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS.
MATTER NO. 3
COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR
ENDING
The Company's independent registered public accounting firm for the year ended
Representatives of
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Independent Registered Public Accounting Firm Fees
The following table presents the aggregate fees billed or expected to be billed by
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Fee Category |
2024 Fees | 2023 Fees | ||||||
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Audit Fees 1 |
$ | 422,500 | $ | 326,000 | ||||
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Audit-Related Fees 2 |
- | - | ||||||
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Tax Fees 3 |
- | - | ||||||
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All Other Fees 4 |
- | - | ||||||
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Total fees |
$ | 422,500 | $ | 326,000 | ||||
| 1 |
Audit Fees consist of the aggregate fees billed for professional services rendered by |
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Audit-Related Fees consist of the aggregate fees billed for assurance and related services by |
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Tax Fees consist of the aggregate fees billed for professional services rendered by |
| 4 |
All Other Fees consist of the aggregate fees billed for products and services provided by |
The audit committee's charter includes a formal policy concerning the pre-approvalof audit and non-auditservices, including the fees and terms thereof, to be provided by the independent registered accounting firm of the Company, which are approved by the audit committee prior to the completion of the audit. The policy requires that all services to be performed by
Recommendation
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE FORTHE RATIFICATION OF WOLF & COMPANY AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDING
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BOARD OF DIRECTORS AND COMMITTEES
Director Independence
We determine the independence of the members of our board of directors and board committees by reference to the listing standards of
Director Attendance at Meetings
Each of our directors takes his and her commitment to serve on the board of directors very seriously as demonstrated by the superior attendance achieved each year. During 2024, the board held 11 meetings, the Audit Committee held four meetings, the Compensation/HR Committee held six meetings, and the Nomination Committee held one meeting. Each current director attended at least 75% of the aggregate meetings of the board of directors and of the committees of which such director was a member.
Our board of directors believes it is important for all directors to attend the annual meeting of shareholders to show support for the Company and to provide an opportunity to interact with shareholders directly. Although we do not have a policy with respect to director attendance at our annual meeting of shareholders, all of our directors attended the Company's 2024 Annual Meeting of shareholders either virtually or in person, except for
Board Leadership Structure
The Company's board of directors is made up of nine directors, six of whom have been determined to be independent. We have chosen to keep separate the roles of chairman of the board of directors and chief executive officer. The Company's board is chaired by
Board Risk Oversight
The Company's board of directors has designated standing audit, nomination and compensation/HR committees. Each committee of the Company oversees risk within its area of responsibility. For example, the audit committee oversees risks and exposures associated with financial matters, particularly financial reporting, tax, accounting, disclosure, internal control over financial reporting, financial policies, investment guidelines and credit and liquidity matters. Our board of directors oversees all identified material risks and is responsible for risk management. Our full board engages in discussions of risk management and receives any reports on risk from executive management, other Company officers, and from board committees, as appropriate.
Our board of directors believes that human capital management is an important component of our continued growth and success. Our board, through the compensation/HR committee, has regular involvement in talent retention and development and succession planning. The board has primary responsibility for chief executive officer succession planning and monitors management's succession plans for other key executives. Our board believes that the establishment of a strong management team is the best way to prepare for an unanticipated executive departure.
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Board of Directors' Committees
The board of directors maintains an audit committee, a compensation/HR committee, and a nomination committee, among other committees.
Audit Committee. The audit committee consists of
Compensation/HR Committee. The compensation/HR committee consists of
Nomination Committee.The nomination committee consists of
Each of these committees is governed by a charter. Copies of the applicable committee charters are available on the Company's website at www.thebankofprinceton.com within the
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Audit Committee Report
In accordance with
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reviewed and discussed with management the audited consolidated financial statements of the Company at and for the years ended |
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discussed with |
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received the written disclosures and the letter from |
Based upon its review and the considerations and discussions referenced above, the audit committee recommended to the board of directors that the Company's audited consolidated financial statements be included in the Company's annual report on Form 10-Kfor the year ended
Submitted by the Audit Committee:
Robert N. Ridolfi
Compensation Processes and Procedures
The compensation/HR committee is organized and conducts its business pursuant to a written charter adopted by the board of directors, along with a written compensation philosophy that is reviewed annually by the compensation/HR committee. A copy of the current charter of the compensation/HR committee is posted under the "Governance Documents" tab on the "Investor Relations" page of the Bank's website at www.thebankofprinceton.com. At least annually, the compensation/HR Committee reviews and reassesses the adequacy of its charter and recommends any proposed changes to the full board of directors for approval as necessary. The compensation/HR Committee Charter requires the committee to oversee and administer the Company's benefit plans and policies, as well as recommend to the board of directors the remuneration for our named executive officers and directors. Each year, the compensation/HR Committee reviews and evaluates the compensation of the directors and the total compensation package for the named executive officers. The evaluation performed by the compensation/HR Committee involves gathering relevant compensation and benefit information through market data and trends, as well as best practices in the banking industry. The compensation/HR Committee reports the results of its evaluation, along with compensation and benefit recommendations, to the board of directors, which makes the final determination on all compensation decisions regarding the directors and the named executive officers. The compensation/HR Committee also reviews aggregate salary and bonus budget information for non-executiveemployees.
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During 2024, when evaluating the competitiveness and effectiveness of the Company's compensation program, the compensation/HR Committee considered compensation data generated by
Based on the Company's performance in 2024, and to further the Company's long-term incentive program, our named executive officers were awarded restricted stock units in
In 2024, the compensation/HR committee continued to structure the Company's executive compensation program based on the following objectives set forth in the Company's compensation philosophy:
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Design and implement an executive total compensation program that reflects best practices in the financial services industry, complies with the safety and soundness guidance issued by bank regulators and adapts to regulatory changes; |
| 2. |
Target executive compensation pay and benefits at levels that attract, motivate and retain the best individuals available to implement the Company's strategic plan; |
| 3. |
Structure incentive compensation plans and arrangements around the attainment of individual and Company performance goals and the balance of an appropriate mix of risk and return; and |
| 4. |
Maintain double trigger employment and change in control agreements ("executive agreements") where necessary and appropriate to insure a stable executive management team. |
The Company executed the compensation philosophy objectives in 2024 through five (5) core components:
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competitive base pay; |
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performance-based cash-based short-term incentives; |
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performance-based long-term equity-based incentives (restricted stock units); |
| • |
employment agreements; and |
| • |
tax-qualifiedand non-qualifiedretirement benefits. |
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The compensation/HR committee reviews the Company's compensation philosophy on an annual basis to ensure it supports a total compensation package for the named executive officers that is competitive with market practice while varying awards to recognize Company and individual performance. The objective is to provide competitive pay for achieving performance goals consistent with the Company's business objectives and performance. The board of directors believes our compensation program, policies and procedures appropriately addresses our objectives in connection with compensation and benefits for our named executive officers.
The compensation/HR committee reviews peer data, best practices in the banking industry, management recommendations and employee retention risks in its efforts to create a compensation and benefit program that balances risk and reward and is consistent with the Bank's business strategy.
The Company's compensation programs are designed to ensure that employees, including the named executive officers, are not encouraged to take unnecessary risks in managing the business of the Company. This includes:
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Oversight of compensation programs (or components of programs) by the compensation/HR Committee and by a broad-based group of functions within the Company, including the Human |
| • |
Discretion provided to the compensation/HR committee to set targets, monitor performance, and determine final incentive award payouts to the named executive officers; |
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Short-andlong-term incentive programs that provide a balanced mixture of cash and equity compensation; |
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Multi-year service-based vesting conditions with respect to the grant of Restricted Stock Units (RSUs) and its supplemental executive retirement plan; and |
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Recoupment and/or forfeiture of executive officer incentive-based compensation in the event the Company determines that financial results of the Company have been altered, inflated, and/or inappropriately manipulated for material gain or an infraction of recognized ethical business standards has caused financial, legal, reputational, or other harm to the Bank. |
In addition, the compensation/HR committee periodically monitors the Company's short-term and long-term incentive programs throughout the year to ensure that such programs do not encourage undue risk taking and appropriately balance risk and reward.
Shareholder Nomination Process. The board of directors will consider director candidates recommended by shareholders. Any shareholder who wishes to recommend a director candidate for consideration may send notice to
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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth, as of
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Number of Shares Beneficially Owned 1 |
Percentage of Ownership 2 |
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5% Shareholders: |
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730,250 | 10.6 | % | |||||
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545,011 | 4 | 7.9 | % | ||||
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371,208 | 5.4 | % | |||||
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50 Hudson Yards |
348,565 | 5 | 5.0 | % | ||||
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Directors, Nominees and Named Executive Officers: |
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730,250 | 10.6 | % | |||||
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178,742 | 2.6 | % | |||||
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Robert N. Ridolfi 7 |
108,613 | 1.6 | % | |||||
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108,137 | 1.6 | % | |||||
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95,761 | 1.4 | % | |||||
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89,193 | 1.3 | % | |||||
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79,904 | 1.2 | % | |||||
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45,804 | * | ||||||
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43,937 | * | ||||||
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33,294 | * | ||||||
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3,202 | * | ||||||
|
All directors and executive officers as a group (14 persons) 15 |
1,549,449 | 21.9% | ||||||
| * |
Less than one percent (1%). |
| 1 |
Any person who, directly or indirectly, through any contract, arrangement, understanding, relationship, or otherwise has or shares: voting power, which includes the power to vote, or to direct the voting of, our common stock; and/or, investment power, which includes the power to dispose, or to direct the disposition of, our common stock, is determined to be a beneficial owner of our common stock. Unless otherwise indicated, the beneficial owner has sole voting and investment power. Shares beneficially owned include options to purchase shares, which are currently exercisable or which will be exercisable within 60 days of |
20
| 2 |
Based on shares issued and outstanding as of |
| 3 |
|
| 4 |
Based on the Form 13F-HRfiled by such holder with the |
| 5 |
Based on the Schedule 13G filed by such holder with the |
| 6 |
Includes options to purchase 10,000 shares and 33,446 shares held by a family limited partnership. |
| 7 |
Includes options to purchase 10,000 shares, 12,500 shares held by a family limited partnership, and 23,775 shares held by the |
| 8 |
Includes 75,299 shares managed by |
| 9 |
Includes 6,250 shares with respect to which |
| 10 |
Includes options to purchase 10,000 shares. |
| 11 |
Includes options to purchase 28,900 shares. |
| 12 |
Includes options to purchase 37,500 shares. |
| 13 |
Includes options to purchase 10,000 shares. |
| 14 |
Includes options to purchase 24,500 shares. |
| 15 |
Includes options to purchase 170,150 shares. |
EXECUTIVE OFFICERS AND COMPENSATION
Executive Officers
The names of our executive officers and certain information about them are set forth below. Biographical information for
DanielJ. O'Donnell, Esq., Executive Vice President, General Counsel and Chief Operating Officer.
21
George
22
2011,
Executive Compensation
Salary and other compensation types for our principal executive officer and our two most highly compensated executive officers other than our principal executive officer are presented in the table and narrative that follows. These executive officers are sometimes referred to as our "named executive officers." Summary compensation information for the years ended
Summary Compensation Table
|
|
Year | Salary ($) |
Bonus ($) |
Stock awards ($)1 |
Nonequity Incentive Plan Compensation ($)2 |
Change in Pension Value and Nonqualified Deferred Compensation Earnings ($)3 |
All other compensation ($)4 |
Total ($) | ||||||||||||||||||||||||
|
|
2024 | 650,000 | - | 325,130 | 221,152 | 200,081 | 44,130 | 1,440,493 | ||||||||||||||||||||||||
|
|
2023 | 600,000 | - | 281,428 | 329,315 | 233,349 | 33,125 | 1,477,217 | ||||||||||||||||||||||||
|
|
2024 | 540,000 | - | 270,098 | 183,726 | 132,883 | 36,192 | 1,162,899 | ||||||||||||||||||||||||
|
Executive Vice President, General Counsel and Chief Operating Officer |
2023 | 500,000 | - |
228,177 |
274,429 | 152,447 | 36,086 | 1,191,139 | ||||||||||||||||||||||||
|
|
2024 | 304,500 | - | 76,130 | 70,071 | - | 24,251 | 474,952 | ||||||||||||||||||||||||
|
Executive Vice President and |
2023 | 290,000 | - |
68,456 |
122,318 | - | 24,212 |
504,987 |
||||||||||||||||||||||||
| 1 |
This column reflects the total grant date fair value for all restricted stock unit awards granted during the years ended |
| 2 |
Represents amounts awarded under the Bank's Management Incentive Plan, a short-term performance based incentive plan that provides the participating executives with annual cash-based incentive opportunities |
| 3 |
For each year, the amounts represent the change in the actuarial present value of the named executive officer's accumulated benefit under his Supplemental Executive Retirement Plan ("SERP") as computed on the pension plan measurement dates used for financial statement reporting purposes for the Company's audited financial statements in the applicable fiscal year. |
| 4 |
Compensation in this column includes the economic benefit accruing to each named executive officers under life insurance policies on his or her life, any automobile allowance, the Bank's matching contribution to accounts under its 401(k) tax-deferreddefined contribution retirement plan, cell phone allowances, club membership dues, and the value of the 2024 and 2023 ESOP allocations to our named executive officers (see "Employer Stock Ownership Plan" below). |
23
Employment and Other Agreements
Employment Agreements
The Bank maintains an employment agreement with each of
Under each Agreement, the officer's employment may be terminated for specified events of Cause (as defined in the Agreement), in which case the parties' obligations under the Agreement will cease. If the officer's employment is terminated without Cause or if the officer terminates his or her employment for Good Reason (as defined in the Agreement) and there has not been a Change in Control, the Bank will pay the officer a cash severance payment. Under the terms of the Dietzler and O'Donnell employment agreements, the cash severance payment would be equal to the sum of two times: (i) the officer's then base salary and (ii) the officer's three-year average of his highest annual bonus paid (cash or stock) during the term of the Agreement. Under terms of the employment agreement with
Under the Agreement, if within twenty-four months of a Change in Control the Bank or its successor terminates an officer's employment for reasons other than Cause, or the officer terminates his or her employment for Good Reason, the Bank (or its successor) will pay Messrs. Dietzler and O'Donnell, a lump sum cash severance payment equal to the sum of three times: (i) the officer's then base salary and (ii) the officer's three year average of his highest annual bonus paid (cash or stock) during the term of the Agreement and
If during the term of the Agreement, the officer voluntarily terminates his or her employment without Good Reason, retires or dies, the obligations of the parties under the Agreement will cease, unless the officer dies or becomes disabled after providing notice of termination for Good Reason, in which case, the officer, or his or her estate, as the case may be, will be entitled to the amounts described above.
During his or her employment and for a period of six months after a termination of employment, each Agreement prohibits the officer from competing with the Bank, soliciting the Bank's customers and borrowers, and soliciting or endeavor to entice away from the Bank certain types of Bank employees within any county in which the Bank has a branch or loan production office. The Dietzler and O'Donnell employment agreements each provide for the reduction of any Change in Control payments to the officer to the extent necessary so that he will not receive "excess parachute payments" under Section 280G of the Internal Revenue Code, which would result in the imposition of an excise tax under Section 4999 of the Internal Revenue Code, but only if, by reason of such reduction, the "net after-taxbenefit" (as defined in the Agreement) to the officer will exceed the net after-taxbenefit if such reduction were not made.
24
Supplemental Executive Retirement Plan
The Bank maintains a SERP for the benefit of
The SERP provides these executives with supplemental retirement income payable in the form of a life annuity. Upon separation of service upon the attainment of age 65, the annual retirement benefit for Messrs. Dietzler and O'Donnell is
See " - Summary Compensation Table - Change in Pension Value and Non-qualifiedDeferred Compensation Earnings" for aggregate change in the actuarial present value of the accumulated benefit.
Equity Incentive Plans
The Company's 2018 Equity Incentive Plan ("2018 Plan") is the foundation for the Company's long-term incentive compensation program. The 2018 Plan expands the types of equity-based awards that may be granted to employees, directors, consultants, and other service providers. The 2018 Plan permits the board of directors to grant stock options, restricted stock awards and restricted stock units ("RSUs"). The shares subject to or related to options, restricted stock awards and restricted stock units under the 2018 Plan are authorized and unissued shares of our common stock. The maximum number of shares that may be issued upon the exercise of options or the grant of restricted stock awards or RSUs under the 2018 Plan is 328,910. If and to the extent awards granted under the 2018 Plan terminate, expire, cancel or are forfeited without being exercised and/or delivered, the shares subject to such awards will again be available for grant under the 2018 Equity Plan. The 2018 Plan gives the compensation/HR committee and the board of directors the authority to determine the vesting schedule and other conditions of any equity-based award granted under the 2018 Plan.
The Company's long-term incentive program grants the named executive officers Restricted Stock Units based on the Company's performance for the applicable fiscal year. All long-term incentive awards vest ratably over a three (3) year period. The value of each RSU grant is determined as a percentage of
25
each named executive officer's base salary. In addition, the Bank's short-term incentive plan (Management Incentive Plan), provides the compensation/HR committee with the discretion to pay annual bonuses in cash or stock.
In addition to the 2018 Plan, the Company maintains additional equity plans that have equity awards outstanding; however no further awards maybe granted under such plans. See Note 15 - Stock-Based Compensation to our consolidated financial statements, which is included in the annual report accompanying this proxy statement, for additional information regarding our equity awards, including the approach and assumptions used to value these awards. All outstanding options under these plans, and all outstanding restricted stock awards and RSUs under the 2018 Plan, will become fully vested and exercisable upon a change in control of the Company.
Management Incentive Plan.
The Bank maintains the Management Incentive Plan to provide selected members of management, including our named executive officers with a short-term cash-based award in recognition for their collective and individual contributions to the success of the Bank. The plan focuses on performance measures that are critical to the Bank's growth, profitability and maintenance of a strong capital position and provides each participant with various stated incentive opportunities as a percentage of base salary. The 2024 performance measures were: (1) tangible book value, excluding the Bank's core deposit intangible, goodwill, treasury stock and accumulated other comprehensive income (50% weighting), (2) net loan funding (20% weighting), (3) qualitative measures (10% weighting) and (4) non-accrualloans plus other real estate owned, as a percentage of total assets (20% weighting). While the primary focus of the plan in 2024 was on the financial performance of the Company and its affiliates, the Management Incentive Plan also included a qualitative component. The qualitative component consisted of risk management, regulatory compliance and strategic initiatives. Management's accomplishments in these areas were as follows:
|
Qualitative Measure |
Assessment |
|
| Risk Management | Management established and continued to monitor significant policies and programs to measure, monitor and manage the Bank's risk exposures and business activities. In addition, management continued its commitment to protecting client information and devoted significant time and attention to information security / cybersecurity risks. | |
|
Regulatory Compliance |
The Bank remained in good standing with its primary regulators during the year, and received timely approval for its acquisition of |
|
| Strategic Initiatives | Management successfully executed on its growth strategy by completing its acquisition of |
|
See "- Summary Compensation Table"for the dollar amount of the 2024 Management Incentive Plan payouts to our named executive officers .
Employee Stock Ownership Plan
The Bank maintains The Bank of Princeton Employee Stock Ownership Plan (the "ESOP") for eligible employees. The ESOP is a tax-qualifieddefined contribution plan invested primarily in employer securities. All employees of the Bank (or other participating employer), who are 21 years of age or older and have completed 1,000 hours of service during a six-monthperiod, are eligible to participate in the ESOP. Eligible employees can begin participation in the ESOP on the entry date that coincides or
26
immediately follows their satisfaction of the ESOP's eligibility requirements. Annually, the board of directors, in its sole discretion, determines the amount of cash or Company stock contributed to the
401(k) Plan
We maintain a 401(k) plan for our employees to defer a portion of their compensation for retirement. Under the 401(k) plan, all employees are eligible to contribute the maximum allowed by the Internal Revenue Code. The board of directors, in its sole discretion, may authorize discretionary matching contributions in the 401(k) Plan. During the plan years ended
27
the Company is providing the following information about the relationship between executive compensation as reported in the Summary Compensation Table, "Compensation Actually Paid" ("CAP") as defined by the
named executive officers ("NEOs") during each of the last three years. The table also provides information on the Corporation's Total Shareholder Retu("TSR") and the Company's Net Income.
|
Year
|
Summary Compensation Table Total for CEO (1)
|
Compensation Actually Paid to CEO (2)
|
Average Summary Compensation Table Total for NEOs (3)
|
Average Compensation Actually Paid to NEOs (4)
|
Value of Initial Fixed Investment Based On TSR (5)
|
Net Income (thousands) (6)
|
||||||||||||||||||
|
(a)
|
(b | ) | (c | ) | (d | ) | (e | ) | (f | ) | (g | ) | ||||||||||||
|
2024
|
1,440,493 | 1,716,832 | 818,926 | 977,005 | 119.89 | 10,242 | ||||||||||||||||||
|
2023
|
1,477,217 | 2,002,312 | 848,063 | 1,120,437 | 132.15 | 25,765 | ||||||||||||||||||
|
2022
|
1,314,194 | 1,632,724 | 787,626 | 933,903 | 142.55 | 26,494 | ||||||||||||||||||
| (1) |
The CEO, included in all years above, is
|
| (2) |
The dollar amounts reported in column (c) represent the amount of CAP to
|
|
Year
|
Reported Summary Compensation Table Total for CEO ($) |
Reported Value of Equity Awards (a)
($) |
Equity Award Adjustments (b)
($) |
Compensation Actually Paid to CEO ($) |
||||||||||||
|
2024
|
1,440,493 | 325,130 | 276,338 | 1,716,832 | ||||||||||||
|
2023
|
1,477,217 | 281,428 | 525,095 | 2,002,312 | ||||||||||||
|
2022
|
1,314,194 | 202,192 | 318,530 | 1,632,724 | ||||||||||||
| (a) |
The grant date fair value of equity awards represents the total of the amounts reported in the "Stock Awards" columns in the Summary Compensation Table for the applicable year.
|
| (b) |
The equity award adjustments for each applicable year include the addition (or subtraction, as applicable) of the following: (i) the
year-end
fair value of any equity awards granted in the applicable year that are outstanding and unvested as of the end of the year; (ii) an amount equal to the change as of the end of the applicable year (from the end of the prior fiscal year) in fair value of any awards granted in prior years that are outstanding and unvested as of the end of the applicable year; (iii) for awards that are granted and vest in same applicable year, the fair value as of the vesting date; (iv) for awards granted in prior years that vest in the applicable year, an amount equal to the change as of the vesting date (from the end of the prior fiscal year) in fair value; (v) for awards granted in prior years that are determined to fail to meet the applicable vesting conditions during the applicable year, a deduction for the amount equal to the fair value at the end of the prior fiscal year; and (vi) the dollar value of any dividends or other earnings paid on stock or option awards in the applicable year prior to the vesting date that are not otherwise reflected in the fair value of such award or included in any other component of total compensation for the applicable year. The valuation assumptions used to calculate fair values did not materially differ from those disclosed at the time of grant. The amounts deducted or added in calculating the equity award adjustments are as follows: |
|
Year
|
Year End Fair Value of Outstanding and Unvested Equity Awards Granted in the Year ($) |
Year over
Year Change in Fair Value of Outstanding and Unvested Equity Awards Granted in ($)
|
Fair
Value as of Vesting Date of Equity Awards Granted and Vested in the Year ($)
|
Year over
Year Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year ($)
|
Fair Value
at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Year ($)
|
Value of
Dividends or other Earnings Paid on Stock or Option Awards not Otherwise Reflected in Fair Value or Total Compensation ($)
|
Total
Equity
Award
Adjustments
($)
|
|||||||||
|
2024
|
17,620 | 180,792 | N/A | 77,926 | N/A | - | 276,338 | |||||||||
|
2023
|
10,741 | 366,004 | N/A | 128,210 | N/A | 20,140 | 525,095 | |||||||||
|
2022
|
10,776 | 163,844 | N/A | 128,210 | N/A | 15,700 | 318,530 | |||||||||
| (3) |
The dollar amounts reported in column (d) represent the average of the amounts reported for the Company's NEOs in the "Total" column of the Summary Compensation Table in each applicable year. The NEOs included for purposes of calculating the average amounts in each applicable year are
|
| (4) |
The dollar amounts reported in column (e) represent the average amount of CAP to the NEOs as a group. The dollar amounts do not reflect the actual average amount of compensation earned by or paid to the NEOs during the applicable year. The following adjustments were made to average total compensation for the NEOs for each year to determine the CAP, using the same methodology described in Note 2 above:
|
|
Year
|
Average Reported Summary Compensation Table Total for NEOs ($) |
Average Reported Value of Equity Awards ($) |
Average Equity Award Adjustments (a)
($) |
Average Compensation Actually Paid to NEOs ($) |
||||||||||||
|
2024
|
818,926 | 173,114 | 158,079 | 977,005 | ||||||||||||
|
2023
|
848,063 | 148,317 | 272,374 | 1,120,437 | ||||||||||||
|
2022
|
787,626 | 118,427 | 146,277 | 933,903 | ||||||||||||
| (a) |
The amounts deducted or added in calculating the total average equity award adjustments are as follows:
|
|
Year
|
Year End Fair Value of Outstanding and Unvested Equity Awards Granted in the Year ($) |
Year over
Year Change in Fair Value of Outstanding and Unvested Equity Awards Granted in ($)
|
Fair
Value as of Vesting Date of Equity Awards Granted and Vested in the Year ($)
|
Year over
Year Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year ($)
|
Fair Value
at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Year ($)
|
Value of
Dividends or other Earnings Paid on Stock or Option Awards not Otherwise Reflected in Fair Value or Total Compensation ($)
|
Total
Equity
Award
Adjustments
($)
|
|||||||||
|
2024
|
9,382 | 104,306 | N/A | 44,391 | N/A | - | 158,079 | |||||||||
|
2023
|
5,661 | 209,750 | N/A | 45,955 | N/A | 11,008 | 272,374 | |||||||||
|
2022
|
6,312 | 85,443 | N/A | 45,955 | N/A | 8,567 | 146,277 | |||||||||
| (5) |
Cumulative TSR is calculated by dividing the sum of the cumulative amount of cash dividends for the measurement period, assuming dividend reinvestment, and the difference between the Corporation's share price at the end and the beginning of the measurement period by the share price at the beginning of the measurement period.
|
| (6) |
The dollar amounts reported represent the amount of net income (loss) reflected in our consolidated audited financial statements for the applicable year.
|
|
Plan Category
|
Number of
shares of common stock to be issued upon exercise of outstanding options, warrants and rights |
Weighted-
average exercise price of outstanding options, warrants and rights |
Number of
shares of common stock remaining available for future issuance under compensation plans |
|||||||||
|
Equity Compensation Plans approved by security holders
|
281,809 | $ | 19.86 | 215,025 | ||||||||
|
Equity Compensation Plans not approved by security holders:
|
- | - | - | |||||||||
|
Total
|
281,809 | $ | 19.86 | 215,025 | ||||||||
|
Option Awards
|
Stock Awards
|
|||||||||||||||||||||||
|
|
Number of
securities underlying unexercised options exercisable (#) |
Number of
securities underlying unexercised options unexercisable (#) |
Option
exercise price ($)
|
Option
expiration date |
Number of
shares or units of stock that have not vested (#) |
Market
value of shares or units of stock that have not vested ($) 1
|
||||||||||||||||||
|
|
6,400 |
2
|
- | 17.13 | 2,238 |
3
|
77,054 | |||||||||||||||||
| 7,500 |
4
|
- | 32.00 | 5,775 |
5
|
198,833 | ||||||||||||||||||
| 15,000 |
6
|
- | 32.69 | 8,457 |
7
|
291,175 | ||||||||||||||||||
|
|
5,000 |
2
|
- | 17.13 | 1,919 |
3
|
66,071 | |||||||||||||||||
| 10,000 |
8
|
- | 22.00 | 4,682 |
5
|
161,201 | ||||||||||||||||||
| 7,500 |
4
|
- | 32.00 | 6,857 |
7
|
236,087 | ||||||||||||||||||
| 15,000 |
6
|
- | 32.69 | |||||||||||||||||||||
|
|
3,000 |
2
|
- | 17.13 | 704 |
3
|
24,239 | |||||||||||||||||
| 10,000 |
9
|
- | 18.17 | 1,405 |
5
|
48,374 | ||||||||||||||||||
| 4,000 |
8
|
- | 22.00 | 2,057 |
7
|
70,823 | ||||||||||||||||||
| 2,500 |
4
|
- | 32.00 | |||||||||||||||||||||
| 5,000 |
6
|
- | 32.69 | |||||||||||||||||||||
|
1
|
The market value of the units is determined by multiplying the closing market price of the Company's common stock at
|
|
2
|
Options granted on
|
|
3
|
Consists of restricted stock units awarded granted on
|
|
4
|
Options granted on
|
|
5
|
Consists of restricted stock units awarded granted on
|
|
6
|
Options granted on
|
|
7
|
Consists of restricted stock units awarded granted on
|
|
8
|
Options granted on 4/10/2016.
|
|
9
|
Options granted on 7/15/2015.
|
directors for the year ended
|
|
Fees earned or
paid in cash ($) |
Stock
awards ($)
|
Restricted
stock unit awards ($) 1
|
All other
compensation ($) 2
|
Total ($)
|
|||||||||||||||
|
|
80,000 | - | 55,522 | - | 135,522 | |||||||||||||||
|
|
80,000 | - | 55,522 | - | 135,522 | |||||||||||||||
|
|
80,000 | - | 68,586 | 7,860 | 156,466 | |||||||||||||||
|
Robert N. Ridolfi
|
80,000 | - | 55,522 | 600 | 136,122 | |||||||||||||||
|
|
80,000 | - | 55,522 | 10,800 | 146,322 | |||||||||||||||
|
Martin Tuchman
|
80,000 | - | 55,522 | 600 | 136,122 | |||||||||||||||
|
|
80,000 | - | 55,522 | - | 135,522 | |||||||||||||||
|
3
|
26,667 | - | 55,522 | - | 82,189 | |||||||||||||||
|
1
|
This column reflects the total grant date fair value for all restricted stock unit awards granted during the fiscal year ended
|
|
2
|
Compensation in this column includes the economic benefit accruing to each named director for club membership dues paid by the Company.
|
|
3
|
|
director had the following outstanding stock option and restricted stock unit awards:
|
|
Option Grants
1
|
Restricted
Stock Unit
Awards 2
|
||||||
|
|
10,000 | 1,250 | ||||||
|
|
10,000 | 1,250 | ||||||
|
|
10,000 | 1,500 | ||||||
|
Robert N. Ridolfi
|
10,000 | 1,250 | ||||||
|
|
10,000 | 1,250 | ||||||
|
Martin Tuchman
|
- | 1,250 | ||||||
|
|
10,000 | 1,250 | ||||||
|
|
- | - | ||||||
|
1
|
Fully vested stock options to purchase Company common stock at an exercise price of
|
|
2
|
Each restricted stock unit represents a contingent right to receive one share
one-year
cliff vesting period. |
within the
holders") to file reports of ownership and changes in ownership with the
holders are required by regulation to furnish the Company with copies of all Section 16(a) forms they file. To the Company's knowledge, based solely on review of the copies of such reports furnished to the Company and representations that no other reports were required, each of the Company's officers, directors, and
holders complied with all Section 16(a) filing requirements applicable to him or her during the fiscal year ended
it files with the
of the Company, a shareholder who desires to propose a matter for consideration at an annual meeting of shareholders must provide notice thereof in writing, delivered or mailed by
of the Company, any shareholder entitled to vote for the election of directors may nominate candidates for election to the board of directors provided that the shareholder has given proper notice of the nomination, as required by the
in writing, delivered or mailed by
for the year ended
. Requests should be directed to the attention of
Requests may be made in writing or by telephone using the contact information above. The first copy of the annual report will be provided free of charge. The annual report has not been reviewed, or confirmed for accuracy or relevance, by the
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