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 (Amendment No.)
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Filed by the Registrant⌧ |
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Filed by a Party other than the Registrant◻ |
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NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
Dear Shareholder:
You are invited to attend the 2025 annual meeting of shareholders of
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To elect the three Class III director nominees named in the proxy statement to serve on our Board of Directors for a term of three years and until their respective successors are duly elected and qualified; |
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To ratify the appointment of |
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To approve, on a non-binding advisory basis, the compensation of the Company's named executive officers; and |
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To approve the |
In addition, shareholders may be asked to consider and vote upon any other matters that may properly be brought before the annual meeting and at any adjournments or postponements thereof.
Any action may be taken on the foregoing matters at the annual meeting on the date specified above, or on any date or dates to which the annual meeting may be adjourned, or to which the annual meeting may be postponed.
Our Board of Directors has fixed the close of business on
Whether or not you plan to attend the annual meeting, please carefully read the proxy statement and other proxy materials and complete a proxy for your shares as soon as possible. You may authorize your proxy via the internet by following the instructions on the website indicated in the Notice of Internet Availability of Proxy Materials that you received in the mail. You also may request a paper or an e-mail copy of our proxy materials and a paper proxy card at any time. If you attend the annual meeting, you may vote at the meeting if you wish, even if you previously have submitted your proxy.
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By Order of the Board of Directors, |
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Important Notice Regarding the Availability of Proxy Materials for the Shareholder Meeting to be Held on
TABLE OF CONTENTS
No table of contents entries found. |
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How does the Board recommend that I vote on each of the proposals? |
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Biographical Information Regarding Executive Officers Who Are Not Directors |
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Board Leadership Structure and the Role of the Board in Risk Oversight |
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Policy Regarding Derivatives, |
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Role of the |
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EMPLOYMENT, CHANGE-IN-CONTROL, AND OTHER MATERIAL AGREEMENTS |
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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT |
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PROPOSAL 2: RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM |
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PROPOSAL 4: APPROVAL OF THE |
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iii
PROXY STATEMENT
FOR OUR 2025 ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON
This proxy statement is being made available to shareholders of
QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING
Who is entitled to vote at the annual meeting?
Holders of record of our common stock,
What is the purpose of the annual meeting?
At the annual meeting, you will be asked to vote on the following proposals:
• | Proposal 1: The election of three Class III director nominees named in the proxy statement to serve on our Board of Directors for a term of three years and until their respective successors are duly elected and qualified; |
• | Proposal 2: The ratification of the appointment of |
• | Proposal 3: To approve, on a non-binding advisory basis, the compensation of the Company's named executive officers ("say on pay"); and |
• | Proposal 4: To approve the |
You also may be asked to consider and act upon any other matters that may properly be brought before the annual meeting and at any adjournments or postponements thereof.
What constitutes a quorum?
The presence, in person or by proxy, of holders of a majority of the votes entitled to be cast at the annual meeting is necessary to constitute a quorum for the transaction of any business at the annual meeting. As of
Each share of common stock outstanding on the record date is entitled to one vote on each matter properly submitted at the annual meeting and, with respect to the election of directors, one vote for each director to be elected. Abstentions and "broker non-votes" (i.e., shares represented at the meeting held by brokers, as to which instructions have not been received from the beneficial owners or persons entitled to vote such shares and with respect to which, on a particular matter, the broker does not have discretionary voting power to vote such shares)
will be counted for purposes of determining whether a quorum is present for the transaction of business at the annual meeting.
What is a broker non-vote?
If you are a beneficial owner of shares held in a brokerage account and you do not instruct your broker, bank or other agent how to vote your shares, your broker, bank or other agent may still be able to vote your shares in its discretion. Under the rules of
What vote is required to approve each proposal?
With respect to Proposal 1, directors are elected by a plurality of the votes cast by the shares entitled to vote in the election. Abstentions, broker non-votes, and votes withheld with respect to Proposal 1 will have no effect on the election of directors. Proposals 2, 3 and 4 will be approved if the votes cast in favor of the proposal exceed the votes cast against the proposal. Abstentions and broker non-votes with respect to Proposals 2, 3 and 4 will have no effect on the votes for this proposal.
Can I change my vote after I submit my proxy card?
If you cast a vote by proxy, you may revoke it at any time before it is voted by:
• | filing a written notice revoking the proxy with our Corporate Secretary at our address; |
• | properly submitting to us a proxy with a later date; or |
• | attending and voting at the annual meeting. |
If you attend the annual meeting, you may vote whether or not you previously have given a proxy, but your attendance (without further action) at the annual meeting will not constitute revocation of a previously given proxy.
You may revoke a proxy for shares held by a bank, broker or other nominee by submitting new voting instructions to the bank, broker or other nominee or, if you have obtained a legal proxy from the bank, broker or other nominee giving you the right to vote the shares at the annual meeting, by attending the annual meeting and voting.
How do I vote?
• | Voting in Person at the Annual Meeting.If you hold your shares in your own name as a holder of record with our transfer agent, |
• | Voting by Proxy.If your shares are registered directly in your name with our transfer agent, the Notice of Internet Availability of Proxy Materials was sent directly to you by us. In that case, you may instruct |
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the proxy holders named in the proxy card how to vote your shares of common stock in one of the following ways: |
• | Vote Online.You can access proxy materials atwww.harboronebancorp.comand vote atwww.proxyvote.com. To vote online, you must have a shareholder identification number provided in the Notice of Internet Availability of Proxy Materials. |
• | Vote by Regular Mail.If you received printed materials and would like to vote by mail, then please mark, sign and date your proxy card and retuit promptly in the postage-paid envelope provided. |
• | Voting by Proxy for Shares Registered in Street Name.If your shares are held in street name, you will receive instructions from your broker, bank or other nominee that you must follow in order to have your shares of common stock voted. |
Even if you plan to attend the annual meeting, we recommend that you submit a proxy to vote your shares in advance so that your vote will be counted if you later are unable to attend the annual meeting.
How is my vote counted?
If you authorize your proxy to vote your shares electronically via the Internet or, if you received a proxy card by mail and you properly marked, signed, dated and returned it, the shares that the proxy represents will be voted in the manner specified on the proxy. If no specification is made, your shares will be votedFORthe election of the nominees for the directors named in this proxy statement;FORthe ratification of the appointment of
How does the Board recommend that I vote on each of the proposals?
The Board recommends that you vote:
• | FORProposal 1: The election of |
• | FORProposal 2: The ratification of the appointment of |
• | FORProposal 3: The approval, on a non-binding advisory basis, of the named executive officer compensation; and |
• | FORProposal 4: The approval of the |
What other information should I review before voting?
Our 2024 Annual Report on Form 10-K, including our consolidated financial statements for the fiscal year ended
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form a part of, this proxy statement or any other report or document we file with or furnish to the
Who is soliciting my proxy?
This solicitation of proxies is made by and on behalf of the Board. We will pay the cost of the solicitation of proxies. In addition to the solicitation of proxies by mail, our directors, officers and employees may solicit proxies personally or by telephone. We have engaged
Why didn't I automatically receive a paper copy of the proxy statement, proxy card and annual report?
Pursuant to rules adopted by the
How can I change how I receive proxy materials in the future?
The Notice of Internet Availability of Proxy Materials includes instructions on how to access our proxy materials over the internet atwww.harboronebancorp.comand how to request a printed set of the proxy materials by mail or an electronic set of materials by e-mail.
Instead of receiving a Notice of Internet Availability of Proxy Materials in the mail, shareholders may elect to receive future proxy materials in printed form by mail or electronically by e-mail on an ongoing basis. Choosing to receive future proxy materials by e-mail will save the Company the cost of printing and mailing documents to you and will reduce the environmental impact of the annual meeting. If you choose to receive future proxy materials by e-mail, you will receive an e-mail next year with instructions containing a link to those materials and a link to the proxy voting site. You can change your election by sending a blank e-mail with the 16-digit control number on your proxy card tosendmaterial@proxyvote.com, via the internet atwww.proxyvote.comor by telephone at (800) 579-1639. Your election to receive future proxy materials by e-mail will remain in effect until you terminate it.
Participants in the ESOP and 401(k) Plan
If you participate in the HarborOne Bank Employee Stock Ownership Plan (the "ESOP") or if you hold Company common stock through the HarborOne 401(k) Plan (the "401(k) Plan"), you will receive vote authorization form(s) that reflect all shares you may direct trustees to vote on your behalf under the plans. Under the terms of the ESOP, the ESOP trustee will vote all shares held by the ESOP in the same proportion as shares for which it has received timely voting instructions. Each ESOP participant may direct the trustee how to vote the shares of common stock allocated to his or her account.
If you have any questions about voting under the ESOP or the 401(k) Plan, please contact
No person is authorized on our behalf to give any information or to make any representations with respect to the proposals other than the information and the representations contained in this proxy statement, and, if given or made, such information and/or representations must not be relied upon as having been authorized.
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PROPOSAL 1: ELECTION OF DIRECTORS
Our articles of organization provide for a classified board of directors consisting of three classes of directors. At each annual meeting of shareholders, a class of directors will be elected for a term of office to expire at the third succeeding annual meeting of shareholders after their election and until their respective successors are duly elected and qualified. Our articles of organization provide that the size of our Board will be determined from time to time by resolution of our Board. The Board currently consists of ten members.
The Board, upon the recommendation of the
We will treat broker non-votes as shares that are present and entitled to vote for purposes of determining the presence or absence of a quorum. Abstentions and broker non-votes, if any, will have no effect on this proposal.
The Board unanimously recommends that you vote FOR each of the director nominees.
Information Regarding the Directors and Director Nominees
The following table sets forth certain information with respect to each director and director nominee, based upon information furnished by each director.
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Age |
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Independent |
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54 |
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Director |
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Yes |
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2019 |
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2027 |
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64 |
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President and Chief Executive Officer |
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2017 |
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2025 |
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69 |
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Director |
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2007 |
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2026 |
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80 |
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Director |
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1987 |
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2026 |
Dr. |
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69 |
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Director |
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2011 |
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2025 |
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69 |
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Director |
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2022 |
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2027 |
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67 |
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Director |
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Yes |
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2017 |
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2027 |
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56 |
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Director |
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2020 |
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2026 |
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70 |
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Chairman of the Board |
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Yes |
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2015 |
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2026 |
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49 |
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Director |
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Yes |
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2019 |
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2025 |
(1) |
The dates for Messrs. Frenette, Koretz, and Sullivan and |
The following includes a brief biography for each of our directors. There are no family relationships among any of our directors or executive officers. Unless otherwise stated, each director has held his or her current occupation for the last five years.
The biographical description below for each nominee includes specific experience, qualifications, attributes and skills that led to the conclusion by the Company's
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In addition to the information presented below regarding each person's specific experience, qualifications, attributes and skills that led our Board to the conclusion that he or she should serve as a director, we also believe all of our directors have a reputation for integrity, honesty and adherence to high ethical standards. They each have demonstrated business acumen and an ability to exercise sound judgment, as well as a commitment to service to the Company and its shareholders.
Each of the Company's directors currently serves as a director of
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Biographical Information Regarding Executive Officers Who Are Not Directors
As of the date of this proxy statement, our executive officers who are not directors are as follows:
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Executive Vice President, Chief Banking Officer at |
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Executive Vice President, Chief Financial Officer at |
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Executive Vice President, Chief Legal Officer, General Counsel and Corporate Secretary at |
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48 |
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Senior Vice President, Chief Information Officer at |
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Executive Vice President, Chief Enterprise Risk Officer at |
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61 |
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Executive Vice President, |
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Senior Vice President, Chief Marketing Officer at |
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Senior Vice President, Chief Human Resources Officer at |
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The following is a brief biography of each of our executive officers.
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and
Talent Management and Engagement
The Company is an equal opportunity employer and maintains hiring practices and policies that foster and promote an engaged workforce. We strive to create an environment in which all employees feel valued and appreciated, and we are dedicated to recruiting, developing and promoting a workforce that reflects the demographics of the communities we serve and to meet the current and future demands of our business.
Our focus on engagement and belonging begins at the highest levels of the organization. Shortly after going public in 2016, the
We are focused on employee representation of the markets we serve. Our commitment to employee engagement and belonging is delivered through an all-level advisory council connected to our internal and external communities. Additionally, the Company engages managers and employees through the "ONE Experience" initiative and committee.
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Community Relations and Activity
The Company recognizes its responsibility to the communities in which it operates. Social responsibility is integral to how we do business. We advance these commitments through multiple channels, including corporate donations and sponsorships, employee volunteering, non-profit board service by our employees and directors, advancing financial literacy and education through our HarborOne U program, dedication to our Community Reinvestment Act ("CRA") responsibilities, and investing in community-focused projects. Highlights of how the Company is currently fulfilling these responsibilities include:
• | In 2020, |
• | In partnership with |
• | Through HarborOne U, we provide a wide range of financial educational resources to consumers and small businesses, with free digital content, webinars, and recordings for small business and personal financial education. We offer youth and adult-focused financial literacy and education programs that help individuals and families gain skills and build confidence in their financial choices. We also provide original content, tools, templates, case studies and calculators to help small businesses achieve financial success. |
• | The Company was recognized in 2024 by the |
• | In 2023, the Company established the James Blake Catalyst Award. Named for the Company's retired CEO, the |
• | Through our ONECommunity Scholarship Program, HarborOne awarded twenty college scholarships of |
• | As a community-focused organization, community service is at the core of our culture. A significant part of our culture is encouraging employee volunteerism, whether through hands-on and skills-based |
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volunteering and collection drives as part of the HarborOne Caring Crew, service on non-profit boards and committees, or participation on the ONECommunity Scholarship committee and in the United Way Day of Caring. Last year, the HarborOne Caring Crew donated close to 5,000 hours to non-profit organizations that are engaged in improving the lives of low- and moderate-income people and neighborhoods in local communities. |
• | In 2021, |
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• | The Company pursues a commitment to environmental stewardship and positive community impact by integrating several sustainability initiatives into our day-to-day operations.We are active in commercial lending that supports renewable energy initiatives, particularly recycling, energy efficiency initiatives, and wind and solar lending, which is a growing component of |
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ROLE OF THE BOARD; CORPORATE GOVERNANCE MATTERS
Board Leadership Structure and the Role of the Board in Risk Oversight
Board Leadership Structure.The positions of our Chairman of the Board and Chief Executive Officer are separated. Separating these positions allows our Chief Executive Officer to focus on our day-to-day business, while allowing the Chairman of the Board to lead our Board in its fundamental role of providing advice to and independent oversight of management.
Our Board recognizes the time, effort and energy that the Chief Executive Officer must devote to the position in the current business environment, as well as the commitment required to serve as our Chairman, particularly as our Board's oversight responsibilities continue to grow. Our Board also believes that this structure ensures a greater role for the independent directors in the oversight of the Company and active participation of the independent directors in setting agendas and establishing priorities and procedures for the work of our Board.
Although our by-laws do not require that we separate the Chairman of the Board and Chief Executive Officer positions, our Board believes that having separate positions is the appropriate leadership structure for us at this time. Our Board recognizes that depending on the circumstances, other leadership models, such as combining the role of Chairman of the Board with the role of Chief Executive Officer, might be appropriate. Accordingly, our Board may periodically review its leadership structure. Our Board believes its administration of its risk oversight function has not affected its leadership structure.
Role of the Board in Risk Oversight.The Board is actively involved in oversight of risks that could affect the Company including credit risk, interest rate risk, liquidity risk, accounting risk, operational risk, regulatory/compliance risk, legal risk, strategic risk and reputation risk. This oversight is conducted in part through committees of the Board, but the full Board has retained responsibility for general oversight of risks. The Board satisfies this responsibility through reports by each committee regarding its considerations and actions, regular reports from officers responsible for oversight of particular risks within the Company as well as through internal and external audits. Risks relating to the direct operations of the Company are further overseen by the Board of Directors of
Director Independence
The Nasdaq listing rules requires that independent directors compose a majority of a listed company's board of directors. In addition, the Nasdaq listing rules require that, subject to specified exceptions, each member of a listed company's audit, compensation, and nominating and governance committees be independent and that audit committee members also satisfy independence criteria set forth in Rule 10A-3 under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). Under Nasdaq listing rules, a director will only qualify as an "independent director" if, in the opinion of our Board, that person does not have a relationship that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director. In order to be considered independent under the Exchange Act, a member of an audit committee of a listed company may not, other than in his or her capacity as a member of the audit committee, the board of directors or any other board committee: (1) accept, directly or indirectly, any consulting, advisory or other compensatory fee from the listed company or any of its subsidiaries; or (2) be an affiliated person of the listed company or any of its subsidiaries. In addition to satisfying general independence requirements under the Nasdaq listing rules, a member of a compensation committee of a listed company may not, other than in his or her capacity as a member of the compensation committee, the board of directors or any other board committee, accept, directly or indirectly, any consulting, advisory or other compensatory fee from the listed company or any of its subsidiaries. Additionally, the board of directors of the listed company must consider whether the compensation committee member is an affiliated person of the listed company or any of its subsidiaries and, if so, must determine whether such affiliation would impair the director's judgment as a member of the compensation committee.
Based upon information requested from and provided by each director concerning his or her background, employment and affiliations, including family and other relationships, including those relationships described under
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the section of this proxy statement entitled "Transactions with Related Parties," our Board determined that each of our directors, with the exception of
Our independent directors will meet alone in executive session periodically. The purpose of these executive sessions is to promote open and candid discussion among the independent directors.
Code of Business Conduct and Ethics
Our Board has established a Code of Business Conduct and Ethics that applies to our officers, directors and employees. Among other matters, our Code of Business Conduct and Ethics is designed to deter wrongdoing and to promote:
• | honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships; |
• | full, fair, accurate, timely and understandable disclosure in our |
• | compliance with laws, rules and regulations; |
• | prompt internal reporting of violations of the Code to appropriate persons identified in the Code; and |
• | accountability for adherence to the Code of Business Conduct and Ethics |
Any waiver of the Code of Business Conduct and Ethics for our directors or officers may be made only by our Board or a committee thereof and will be promptly disclosed as required by law or Nasdaq regulations. We intend to disclose on our website any amendment to, or waiver of, any provisions of our Code of Business Conduct and Ethics applicable to our directors and executive officers that would otherwise be required to be disclosed under the rules of the
Shareholders wishing to communicate with our Board of Directors should address their communications to the Company's investor relations department by telephone at (508) 895-1000 or by mail sent to the Company's main address at
The Board and its Committees
Our Board has a standing Audit Committee, Compensation Committee, Executive Committee, and
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The Board held 12 meetings during fiscal year 2024, and directors attended 93% of the Board meetings and meetings of the committees on which they served during the periods they served. While we do not have a formal policy related to Board member attendance at annual meetings of shareholders, directors are encouraged to attend each annual meeting to the extent reasonably practicable. All directors attended the 2024 annual meeting of shareholders.
The table below highlights the current membership of each committee along with the number of meetings held during 2024.
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Compensation |
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Nominating and |
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Executive |
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CRA |
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Audit Committee |
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Committee |
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Governance Committee |
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Committee |
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Committee |
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Chair |
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Chair |
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Dr. |
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X |
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X |
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Chair |
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Chair |
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Chair |
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X |
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Total Meetings Held in 2024 |
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9 |
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|
9 |
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|
2 |
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|
4 |
|
|
4 |
(1) |
Audit Committee.The Audit Committee assists our Board in its oversight of the integrity of our financial statements, the qualifications and independence of our independent registered public accounting firm, and our internal financial and accounting controls. The Audit Committee has direct responsibility for the appointment, compensation, retention (including termination) and oversight of our independent registered public accounting firm, and our independent registered public accounting firm reports directly to the audit committee. The Audit Committee also prepares the Audit Committee report that the
Each member of the Audit Committee qualifies as an independent director under the corporate governance standards of the Nasdaq listing rules and the independence requirements of the Exchange Act. Our Board has determined that
Compensation Committee.The Compensation Committee approves our compensation objectives, recommends to our
Each member of the Compensation Committee is a "non-employee director" under the Exchange Act and each is an independent director as defined by the Nasdaq listing rules. The Compensation Committee also engages
16
Nominating and Governance Committee.
Each member of the
Our Board of Directors may establish other committees from time to time.
Consideration of Director Nominees
Pursuant to the corporate governance guidelines established by the Board, a majority of the Board shall be "independent" under the Nasdaq listing standards. On an annual basis, the
Shareholder Nomination Procedure
Any shareholder of the Company entitled to vote for the election of directors at the annual meeting can submit the names of candidates for director by writing to the Corporate Secretary at
17
advanced by more than 30 days before or delayed by more than 60 days after such anniversary date, notice by the shareholder to be timely must be so delivered not earlier than the close of business on the 120thday prior to such annual meeting and not later than the close of business on the later of the 90thday prior to such annual meeting or the tenth day following the day on which public announcement of the date of such meeting is first made.
The submission shall include the following information set forth below:
• | As to each person whom the shareholder proposes to nominate for election or reelection as a director, all information relating to such person that is required to be disclosed in solicitations of proxies for election of directors in an election contest, or is otherwise required, in each case pursuant to Regulation 14A under the Exchange Act (including such person's written consent to being named in the proxy statement as a nominee and to serving as a director if elected); |
• | The name and address of the shareholder giving the notice, as they appear on the Company's books, and the names and addresses of the other proposing persons (if any); as to each proposing person, any Material Ownership Interests; |
• | A description of the material terms of all agreements, arrangements or understandings (whether or not in writing) entered into by any proposing person or any of its affiliates or associates with any other person for the purpose of acquiring, holding, disposing or voting of any shares of any class or series of capital stock of the Company; |
• | ( |
• | A nomination for Board candidates submitted by a shareholder for presentation at an annual meeting must comply with the procedural and informational requirements as outlined in the by-laws of the Company. |
There were no submissions by shareholders of Board nominees for our 2025 annual meeting.
Compensation Committee Interlocks and Insider Participation
During the year ended
Transactions with Related Parties
The following is a description of transactions, since
18
material interest, other than compensation, termination and change-in-control arrangements, which are described under "-Executive Compensation" and "-Director Compensation" below.
Loans and Extensions of Credit.The Sarbanes-Oxley Act of 2002 generally prohibits loans to our executive officers and directors. However, the Sarbanes-Oxley Act contains a specific exemption from such prohibition for loans by
Other Transactions.Since
Insider Trading Policy
The Board has adopted an Insider Trading Policy and Special Trading Procedures for Insiders(the "Insider Trading Policy") governing the purchase, sale, and/or other dispositions of the Banks's securities by Directors, officers and employees, that is reasonably designed to promote compliance with insider trading laws, rules and regulations, and any listing standards applicable to the Company. A copy of the Company's Insider Trading Policy was filed as Exhibit 19.1 to the Company's Annual Report on Form 10-K for the fiscal year ended
Policy Regarding Derivatives,
The Board annually reviews and approves the Company's policy with regard to insider trading. The Company's Insider Trading Policy, generally prohibits employees from pledging shares on margin, trading in derivative securities of the Company's common stock, engaging in short sales of the Company's securities, or purchasing any other financial instrument that is designed to hedge or offset any decrease in the market value of the Company's securities.
19
DIRECTOR COMPENSATION
In the year ending
The following table sets forth information regarding the compensation paid to our non-employee directors for the fiscal year ended
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|
Change in |
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|
Pension Value |
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and |
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Nonqualified |
|
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Deferred |
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|
Fees Earned or |
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|
|
Compensation |
|
All Other |
|
|
|
|
|
|
Paid in Cash(3) |
|
|
Stock Awards(4) |
|
|
Earnings(5) |
|
Compensation(6) |
|
|
Total |
|
|
$ |
67,500 |
|
$ |
34,042 |
|
$ |
16,647 |
$ |
691 |
|
$ |
118,880 |
|
|
|
60,000 |
|
|
34,042 |
|
|
- |
|
262 |
|
|
94,304 |
|
|
|
67,500 |
|
|
34,042 |
|
|
7,618 |
|
731 |
|
|
109,891 |
|
|
|
25,313 |
|
|
34,042 |
|
|
17,580 |
|
290 |
|
|
77,225 |
|
|
|
60,000 |
|
|
34,042 |
|
|
15,113 |
|
691 |
|
|
109,846 |
Dr. |
|
|
64,375 |
|
|
34,042 |
|
|
4,535 |
|
170 |
|
|
103,122 |
|
|
|
60,000 |
|
|
34,042 |
|
|
- |
|
170 |
|
|
94,212 |
|
|
|
60,000 |
|
|
34,042 |
|
|
- |
|
170 |
|
|
94,212 |
|
|
|
75,000 |
|
|
34,042 |
|
|
- |
|
262 |
|
|
109,304 |
|
|
|
82,500 |
|
|
42,563 |
|
|
- |
|
731 |
|
|
125,794 |
|
|
|
60,000 |
|
|
34,042 |
|
|
- |
|
262 |
|
|
94,304 |
|
|
|
|
|
|
|
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(1) As of |
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(2) As of |
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(3) Includes annual retainer payments for Board and committee service earned during the fiscal year, including additional annual retainers for the Board and committee chairs. |
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(4) Amounts included in the "Stock Awards" column for the year ended |
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(5) Amounts reflect the aggregate change in the actuarial present value of the individual's accumulated benefits under the Director Retirement Plan. |
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(6) Includes premiums for life insurance paid by |
||||||||||||||
(7) |
20
Director Retirement Plan.Directors of
Share Ownership Policy. Effective
21
COMPENSATION DISCUSSION AND ANALYSIS
Executive Summary
To foster collaboration across our business units, we engage managers and employees through the "ONE Experience" initiative, which is intended to drive more efficiency in our operations and job satisfaction as we work together to deliver an exceptional customer experience. We also remain committed to the communities that we call home in 2024, having provided nearly 5,000 hours of staff volunteer service across
Financial Highlights
Despite a challenging interest rate environment, we continued to grow our relationship banking model focused on deposit growth, disciplined expense control and risk management to emphasize liquidity, capital strength and asset quality. We remain focused on serving our customers through our branch network and our digital channels.
For the year ended
Key Pay Decisions
● | Base salary: |
o | Our named executive officers (sometimes referred to as "NEOs") had an average base salary increase of 6.5%. These increases reflected the competitive market and the fact that there were no NEO salary increases in FY23. |
● | Annual incentive: based on FY24 financial results, we paid 73% of target to NEOs. |
● | Long-Term Incentive: |
o | We modified the design and performance share measures in response to shareholder feedback. |
o | We removed the efficiency ratio from our 2024 performance share units to avoid overlap with the Annual Incentive Plan. |
o | We changed equity vesting upon a change in control from "single trigger" to "double trigger," effective with awards granted in |
o | In |
o | For PSUs, the operating performance metric was changed from efficiency ratio to relative ROAA. |
22
Named Executive Officers
This Compensation Discussion and Analysis provides a detailed description of our executive compensation philosophy, programs and the decisions made in 2024, and the factors considered in making those decisions. The following executives are our named executive officers.
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|
Executive |
Title |
|
President and Chief Executive Officer |
|
Executive Vice President, Chief Financial Officer |
|
Former Interim Chief Financial Officer, Senior Vice President, |
|
Executive Vice President, |
|
Executive Vice President, Chief Legal Officer, General Counsel and Corporate Secretary |
|
Executive Vice President, |
(1) |
|
(2) |
Compensation Philosophy and Objectives
HarborOne's executive compensation program is designed with an emphasis on rewarding for short-term goal achievement and long-term shareholder return. This alignment is created through interacting mechanisms that combine both fixed and at-risk pay-for-performance elements to:
• | Attract, motivate and retain executive talent- who are dedicated to the long-term success of the Company and to the creation of sustainable shareholder value; |
• | Pay for Performance- provide competitive rewards for the achievement of our business objectives and effectively align executives' interests with those of our shareholders; and |
• | Create a direct linkage between the cost of compensation and value to the executive and to the Company. |
Key Governance Elements
Highlights of our executive pay and governance practices:
What We Do
● | Align pay and performance with a significant portion of compensation "at risk" |
● | Subject short- and long-term incentive awards to a Compensation Recovery Policy, including requirements of the |
● | Maintain a fully independent Compensation Committee |
● | Engage an independent compensation consultant who reports directly to the Compensation Committee |
● | Review and analyze our compensation practices to ensure executive compensation remains consistent with our peer group and the market |
● | Require double-trigger change-in-control provisions in our equity incentive agreements and change-in-control agreements with executives |
● | Align the financial interests of our executives and board of directors with those of the Company's shareholders with a new share ownership policy |
23
What We Don't Do
● | No excise tax gross-ups in change-in-control agreements |
● | No hedging or pledging |
● | No excessive risk taking |
● | No repricing of underwater stock options without shareholder approval |
● | No excessive benefits or perquisites |
Advisory Say on Pay Vote on Executive Compensation
At the 2024 annual meeting of shareholders, we conducted our annual say on pay vote with approximately 72.8% approval from our shareholders.
Share Ownership Policy
Our Board believes strongly in aligning the long-term interests of our directors and executives with those of our shareholders. Effective
Covered Individuals must comply with the following ownership requirements (expressed as a multiple of annual cash retainer or base salary) within five years of their respective election as a director, date of hire as a senior executive officer, or date of appointment to a new role requiring them to maintain a higher level of stock ownership under the policy:
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Multiple of |
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Multiple of Annual |
Role |
|
Base Salary |
|
Cash Retainer |
Chairman of the Board |
- |
4.0x |
||
Non-Employee Directors |
- |
4.0x |
||
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|
President and Chief Executive Officer |
3.0x |
- |
||
Chief Financial Officer and |
2.0x |
- |
||
Other Named Executive Officers and Members of Senior Management |
1.0x |
- |
Satisfaction of Guidelines
Covered Individuals may satisfy the ownership guidelines with common stock in the following categories ("Qualifying Shares"):
● | Shares owned directly; |
● | Shares owned directly in the HarborOne 401(k) and ESOP plans; |
● | Shares owned indirectly (e.g.,by a spouse or a trust) if the Covered Individual has a pecuniary interest in such shares; |
● | Unvested restricted stock and/or restricted stock units granted under the Company's incentive plans or other equity compensation arrangements; and |
● | Unexercised stock options that are vested and in-the-money. |
24
Unearned performance shares are not considered Qualifying Shares and are not counted toward meeting the guidelines.
Accumulation Period
Covered Individuals are expected to accumulate the minimum number of shares to satisfy the ownership guidelines over a five-year period.
Determining Executive Compensation
The Compensation Committee evaluates multiple factors when establishing and maintaining the Company's executive compensation programs including: an annual review and selection of a relevant peer group, banking and industry surveys, financial affordability, legal and regulatory considerations to inform the total compensation for the Chief Executive Officer and senior executive officers. The Chief Executive Officer is evaluated primarily on Company performance including financial, strategic, and operational goal achievement. Named executive officers are evaluated on Company, individual performance, and future potential.
25
Roles and Responsibilities in Executive Compensation
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Role |
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Relationship |
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Responsibilities |
Compensation Committee of the Board of Directors |
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Independent Non-Employee Directors appointed by the Board of Directors |
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• |
Fulfills responsibilities and requirements of the Compensation Committee charter |
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• |
Annually reviews and approves the total compensation philosophy and Compensation Committee charter |
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• |
Reviews and approves short-term and long-term incentive plan, performance targets and plan requirements |
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• |
Reviews Chief Executive Officer compensation and makes recommendations for Board approval |
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• |
Reviews and approves recommendations of the Chief Executive Officer regarding NEO compensation |
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• |
Reviews and approves executive benefits, perquisites, employment contracts, change-in-control or executive severance agreements |
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• |
Annually reviews and approves peer group and results of executive and Board compensation |
Management |
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Senior Executive Employees of the Company |
|
• |
Provides proposed financial targets and results to the Compensation Committee |
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• |
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• |
Evaluates executive performance and recommends compensation to the Compensation Committee |
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• |
Implements and communicates compensation decisions |
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• |
Apprises the |
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• |
Conducts compensation plan cost analysis |
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Independent Compensation Consultant Engaged by the Compensation Committee |
|
• |
Provides independent executive compensation consulting services to the Compensation Committee |
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• |
Provides competitive market data and analysis for Compensation Committee consideration |
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• |
Provides regulatory updates and market trends |
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• |
Provides special reports |
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• |
Provides guidance and consultation to the Compensation Committee |
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• |
Attends and participates in Compensation Committee meetings |
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• |
Researches and recommends peer group |
26
Role of theCompensation
The Compensation Committee works with management and engages Pearl Meyer to conduct an annual executive compensation assessment. The assessment and information are essential in the Compensation Committee's evaluation of executive compensation relative to companiesof comparable size in the banking sector.
Pearl Meyer utilizes a criteria-based selection process and guiding principles to filter broad industry information based on potential peers that are of comparable size with assets generally in the range of one-half to two times
● |
● | Compensation Surveys- industry-specific surveys are used to supplement the compensation information from peer proxies. |
The peer group is reviewed annually for appropriateness in advance of the executive compensation pay assessment, and additions and replacements are made as appropriate.
As a result of the
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Company |
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Ticker |
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Company |
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Ticker |
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Company |
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Ticker |
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AROW |
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EBTC |
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ORRF |
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BHB |
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FMNB |
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PGC |
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BRKL |
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FISI |
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PFIS |
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CATC |
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FFIC |
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FLIC |
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CAC |
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KRNY |
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UVSP |
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CCNE |
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MPB |
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WASH |
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CNOB |
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NFBK |
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Evaluating Executive Performance
Consistent with the annual performance management process of the Company, executive performance of the senior executive officers, including the President and Chief Executive Officer, is evaluated by the Compensation Committee in February. The President and Chief Executive Officer provides an overview to the Compensation Committee of the performance of each senior executive officer and his recommended merit increase, equity grant and short-term incentive payout. The performance analysis provides an assessment of (i) individual achievement; (ii) contribution to the Company's short and long-term performance; and (iii) the Company's values and leadership competencies.
For the President and Chief Executive Officer, the Board's Chairman gathers input from the Board and makes recommendations for the Compensation Committee's consideration relative to the President and Chief Executive Officer performance and compensation, both of which are evaluated based upon the Company's performance.
27
Elements of Total Compensation
Our total executive compensation consists of four major elements: base salary, short-term incentive, long-term incentive, and benefits and perquisites. A description of each element is described below:
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Compensation Element |
Description |
Purpose |
||
Base Salary |
|
Fixed cash pay for the position duties, responsibilities and executive experience and individual performance |
|
Offer a stable source of base compensation balanced with at-risk pay |
Short-Term Incentive |
|
Annual performance-based cash incentive aligned to the achievement of Bank, Division and Individual goals |
|
Motivate and reward for annual goal achievement |
Long-Term Incentive |
|
Equity awards earned based on time and performance-based requirements |
|
Create alignment with shareholder interests and long-term performance |
Benefits and Perquisites |
|
Competitive health, welfare, survivor and retirement benefits |
|
Promote health and wellness in the workforce and retirement planning and saving opportunities |
The Company's compensation program reflects a mix of fixed and at-risk compensation, designed to reward senior executive officers and align their interests with those of shareholders. Each compensation element is intended to provide senior executive officers with a pay opportunity that is externally competitive and recognizes individual contributions. The following charts provide the pay mix for our named executive officers, as reflected in the Summary Compensation Table:
(1) | Represents the Summary Compensation Table details for |
(2) | Represents the Summary Compensation Table details for the other named executive officers, averaged as a group. |
28
Base Salaries- Base salaries are provided to recognize the experience, skills, knowledge, and responsibilities required for all our employees, including our named executive officers. Base salaries are reviewed annually, typically in connection with our annual performance review process, and adjusted from time to time to realign salaries with market levels after considering individual responsibilities, performance, and experience.
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|
Named Executive Officer |
2023 Base Salary ($) |
2024 Base Salary ($) |
Increase From Fiscal 2023 (%)(1) |
|||
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7.1% |
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N/A |
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N/A |
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7.0% |
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4.0% |
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7.0% |
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7.0% |
(1) NEOs did not receive salary increases in 2023. |
Annual Incentive Plan -We maintain an Annual Incentive Plan to provide for short-term incentive opportunities for our executive officers that align with the Bank's annual financial and non-financial goals. Under the Annual Incentive Plan, our named executive officers are eligible for cash awards based upon the achievement of pre-established Bank performance goals.
Fiscal 2024 Target Short-Term Incentive Opportunities
Each named executive officer's target short-term incentive is reviewed annually, typically in connection with our annual performance review process, and adjusted from time to time to realign target short-term incentives with market levels after considering individual responsibilities, performance, and experience.
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2023 Target Bonus |
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2024 Target Bonus |
Named Executive Officer |
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(% of Base Salary) |
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(% of Base Salary) |
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50% |
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50% |
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N/A |
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35% |
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20% |
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20% |
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35% |
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35% |
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35% |
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35% |
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25% |
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35% |
(1) |
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29
Fiscal 2024 Performance Goals:
At the beginning of the fiscal year, the Compensation Committee approved the following performance goals for 2024 under the Annual Incentive Plan:
● | NOW/DDA Deposit Dollar Growth-Includes NOW and DDA deposit dollar growth. Growth is measured using the month-to-date average from the previous year end to the current period end in dollars and compared to the budgeted growth in the categories of superior, target and threshold, with target equal to budget. |
● | Pre-Provision Net Revenue Minus Net Charge-Offs-Total of Net Interest and Non-Interest Income minus Non-Interest Expense and minus Net Charge-offs. |
● | Efficiency Ratio-Non-Interest Expense excluding amortization of Intangible Assets divided by the total of Net Interest Income and Non-Interest Income. |
● | Net Interest Margin-Net Interest and Dividend Income divided by Average Earning Assets |
The Annual Incentive Plan allows for adjustments in recognition of unusual or nonrecurring events affecting the Company or its subsidiaries and is designed to allow for positive or negative discretion to reflect the business environment and market conditions that may affect the Company's performance.
The Annual Incentive Plan performance range of Threshold, Target (set at the Company's budget), and Superior were set by the Compensation Committee for each of the Performance Goals. These, in turn, corresponded to a range of potential incentives that could be earned for each Performance Goal, which were also approved by the Compensation Committee. For each Performance Goal, no incentives would be earned for results below Threshold, and incentives would be capped if results met or exceeded the Superior level.The tables below set forth the ranges for each Performance Goal, the Company's 2024 actual performance on each Performance Goal, and the payout level for each Performance Goal:
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NOW/DDA Deposit Dollar Growth and Pre-Provision Net Revenue Minus Net Charge-Offs |
||||
Percent Goal Achievement |
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Performance Rating |
|
Incentive Payout Guideline |
130% |
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Superior |
|
130% of incentive target |
100% |
|
Target or Meets Goal |
|
100% of incentive target |
80% |
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Threshold |
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50% of incentive target |
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Efficiency Ratio(1) |
||||
Goal Achievement |
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Performance Rating |
|
Incentive Payout Guideline |
73.25% |
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Superior |
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130% of incentive target |
76.25% |
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Target or Meets Goal |
|
100% of incentive target |
78.25% |
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Threshold |
|
50% of incentive target |
(1) The lower the Efficiency Ratio, the better the performance. |
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|
||||
Net Interest Margin |
||||
Goal Achievement |
|
Performance Rating |
|
Incentive Payout Guideline |
2.95% |
|
Superior |
|
130% of incentive target |
2.27% |
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Target or Meets Goal |
|
100% of incentive target |
2.15% |
|
Threshold |
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50% of incentive target |
30
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2024 Annual Incentive Plan Results |
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Goal |
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Threshold |
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Target |
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Superior |
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2024 Goal Metrics |
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Weight |
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80% |
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100% |
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130% |
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Actual |
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Payout |
NOW/DDA Deposit Dollar Growth |
|
35.0% |
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0% |
Pre-Provision Net Revenue minus Net Charge-Offs |
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25.0% |
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122% |
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Goal |
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2024 Goal Metrics |
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Weight |
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Threshold |
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Target |
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Superior |
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Actual |
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Payout |
Efficiency Ratio (1) |
|
20.0% |
|
78.25% |
|
76.25% |
|
73.25% |
|
74.91% |
|
113% |
Net Interest Margin |
|
20.0% |
|
2.15% |
|
2.27% |
|
2.95% |
|
2.29% |
|
101% |
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Overall |
|
73% |
(1) The lower the Efficiency Ratio, the better the performance. |
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|
Fiscal 2024 Annual Incentive Targets vs. Results:
With the exception of the former Interim CFO, incentives paid to the named executive officers for fiscal year 2024 were based solely on the Bank's performance and the result of the Bank's overall goal achievement for NOW/DDA Deposit Dollar Growth, Pre-Provision Net Revenue Minus Net Charge-Offs, the Efficiency Ratio, and Net Interest Margin. Performance results on goals resulted in the named executive officers earning 73% of their respective target incentives. In her role as Interim CFO,
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2024 Annual Incentive Plan |
|||||
|
2024 |
Incentive |
|
% of Target |
|
|
Incentive |
Eligible |
Target |
Incentive |
2024 |
Named Executive Officer |
Target % |
Earnings |
Incentive $ |
Earned |
Payout |
|
50% |
|
|
73% |
|
|
35% |
|
|
73% |
|
|
20% |
|
|
73% |
|
|
35% |
|
|
73% |
|
|
35% |
|
|
73% |
|
|
35% |
|
|
73% |
|
|
Long-Term Incentives
The Company's long-term incentive program reinforces the importance of growth in shareholder value, rewards for long-term Company performance and promotes stock ownership while managing compensation expense and dilution.
The Compensation Committee believes that long-term incentive grants with time-based vesting promote executive retention, and long-term incentive grants with performance-based vesting promote the achievement of strategic, long-term objectives established by the Company to maximize shareholder returns.
The equity awards granted in 2024 included a mix of time-based restricted stock awards ("RSAs") and performance-based restricted stock units ("PSUs"). The RSAs vest ratably over three years and enable our NEOs and other executives to participate in the long-term appreciation of our shareholder value, while being personally invested in the impact of any business setbacks, whether Company-specific or industry-based. The PSUs cliff vest in
31
three years following the end of the performance period based on a mix
The Compensation Committee selected rROAA as the first performance metric for the
The Compensation Committee selected rTSR as the second performance metric for the
While the Company believes in transparency and discloses as much information to shareholders as is necessary to understand how our executive compensation program works, we believe that disclosing the individual target incorporated into the rROAA and rTSR goals on a prospective basis would provide our competitors with insight regarding confidential business strategies and plans for use of capital without meaningfully adding to our shareholders' understanding of the metrics, and would thereby result in competitive harm to the Company. We will disclose, however, the goals and actual performance on a retrospective basis for PSUs that vest each year.
Relative Core Retuon Average Assets, or "rROAA," means the percentile ranking of the simple average of HarborOne's Core Retuon Average Assets for the three years in the performance cycle versus the performance peer group of over 60 comparable banks established for this performance period and approved by the Compensation Committee.
Relative Total Shareholder Return, or "rTSR," means, measured from the first day of the performance period to the last day of the performance period, the percentile ranking of HarborOne's three-year total shareholder retuversus the performance peer group of 60 comparable banks established for this performance period and approved by the Compensation Committee.
For RSAs, any dividends declared during the vesting period are accrued and paid out in cash only upon vesting. For PSUs, any dividends declared during the performance period are accrued and paid out in cash only to the extent that the PSUs ultimately vest following the completion of the performance period.
32
Vesting of the 2022 PSUs
In
|
|
|
|
|
|
2022 Performance Awards - Performance and Payout Matrix for Tangible Book Value Per Share (50%Weight) |
|||||
|
Threshold |
Target |
Stretch |
Actual Performance |
|
Tangible Book Value per Share |
|
|
|
|
(1) |
Payout * |
50% |
100% |
150% |
0% |
|
* Subject to linear interpolation between performance levels if threshold performance is achieved, subject to a maximum payout of 150%. |
|
|
|
|
|
(1) Calculation of Actual Performance of Tangible Book Value per Share of |
|||||
|
|
|
|
|
|
2022 Performance Awards - Performance and Payout Matrix for Relative Total Shareholder Retu(50%Weight) |
|||||
|
Threshold |
Target |
Stretch |
Actual Performance |
|
Relative Total Shareholder RetuPercentile Rank |
25th |
50th |
75th |
25th |
|
Payout * |
50% |
100% |
150% |
50% |
|
* Subject to linear interpolation between performance levels if threshold performance is achieved, subject to a maximum payout of 150%. |
|
|
|
|
|
Based on the Company's performance results of the Tangible Book Value Per Share and relative Total Shareholder Return, the Compensation Committee approved vesting of the 2022 Performance Awards at 25% of the target. Any dividends declared between the grant date and the Vest Date of the 2022 Performance Awards were accrued and paid out in cash upon the vesting of the awards.
33
During the year ended
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Number of |
|
|
Grant Date |
|
|
|
|
|
Performance |
|
|
Grant Date |
Named Executive Officer |
|
Shares |
|
Fair Value |
Grant Date |
Type of Award |
Metric |
|
Value |
|||||
|
|
14,632 |
|
$ |
10.18 |
|
|
|
Time-Based Restricted Share Awards |
|
- |
|
$ |
148,954 |
|
|
7,316 |
|
$ |
10.18 |
|
|
|
Performance Restricted Share Units |
|
rROAA |
|
$ |
74,477 |
|
|
7,316 |
|
$ |
9.85 |
(1) |
|
|
Performance Restricted Share Units |
|
rTSR |
|
$ |
72,063 |
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
295,493 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
17,500 |
|
$ |
9.44 |
|
|
|
Time-Based Restricted Share Awards |
|
- |
|
$ |
165,200 |
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
165,200 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2,800 |
|
$ |
10.18 |
|
|
|
Time-Based Restricted Share Awards |
|
- |
|
$ |
28,504 |
|
|
600 |
|
$ |
10.18 |
|
|
|
Performance Restricted Share Units |
|
rROAA |
|
$ |
6,108 |
|
|
600 |
|
$ |
9.85 |
(1) |
|
|
Performance Restricted Share Units |
|
rTSR |
|
$ |
5,910 |
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
40,522 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
5,369 |
|
$ |
10.18 |
|
|
|
Time-Based Restricted Share Awards |
|
- |
|
$ |
54,656 |
|
|
2,684 |
|
$ |
10.18 |
|
|
|
Performance Restricted Share Units |
|
rROAA |
|
$ |
27,323 |
|
|
2,684 |
|
$ |
9.85 |
(1) |
|
|
Performance Restricted Share Units |
|
rTSR |
|
$ |
26,437 |
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
108,417 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4,597 |
|
$ |
10.18 |
|
|
|
Time-Based Restricted Share Awards |
|
- |
|
$ |
46,797 |
|
|
2,298 |
|
$ |
10.18 |
|
|
|
Performance Restricted Share Units |
|
rROAA |
|
$ |
23,394 |
|
|
2,299 |
|
$ |
9.85 |
(1) |
|
|
Performance Restricted Share Units |
|
rTSR |
|
$ |
22,645 |
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
92,836 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4,424 |
|
$ |
10.18 |
|
|
|
Time-Based Restricted Share Awards |
|
- |
|
$ |
45,036 |
|
|
2,211 |
|
$ |
10.18 |
|
|
|
Performance Restricted Share Units |
|
rROAA |
|
$ |
22,508 |
|
|
2,212 |
|
$ |
9.85 |
(1) |
|
|
Performance Restricted Share Units |
|
rTSR |
|
$ |
21,788 |
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
89,333 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) Grant date fair value for these PSUs was determined using a Monte Carlo simulation, in accordance with Generally Accepted Accounting Principles ("GAAP"). |
34
FY2024 Equity Awards
In November2024, the Compensation Committee approved modifications to the 2020 equity incentive grant agreements to include double-trigger change-in-control provisions for future grants under the
Benefits and Perquisites
Each of our named executive officers is entitled to participate in our retirement plans and nonqualified deferred compensation plans as described in more detail in the sections entitled "Nonqualified Retirement Benefits" and "
Nonqualified Retirement Benefits
Supplemental Executive Retirement Plan Agreements.
Under the terms of the supplemental executive retirement plan agreement with
ESOP Restoration Plan.
35
Retirement
401(k) Profit Sharing Plans
A participant may contribute up to 100.0% of his or her compensation to the HarborOne 401(k) Plan on a pre-tax or after-tax basis, subject to the limitations imposed by the Internal Revenue Code. The HarborOne 401(k) Plan may make a discretionary profit-sharing contribution to eligible participants. In 2024, the profit-sharing contribution was 3%. A participant may contribute up to 100.0% of his or her compensation to the HarborOne Mortgage 401(k) Plan on a pre-tax basis, subject to the limitations imposed by the Internal Revenue Code.
For 2024, the deferral contribution limit was
Both 401(k) Plans permit certain in-service withdrawals, including hardship withdrawals and full withdrawals after age 59 ½. Distributions from both 401(k) Plans are available in a lump sum or installments upon a participant's retirement, termination of employment, death or disability.
The 401(k) Plans permit a participant to direct the investment of his or her own account into various investment options. The participants in the 401(k) Plans are permitted to invest up to 25% of their account balances in the 401(k) Plan in common stock of the Company.
Employee Stock Ownership Plan
The Company currently maintains an ESOP for eligible employees who have attained age 21 and have completed one year of service. Participants vest in the benefits allocated under the ESOP pursuant to a six-year vesting schedule, with 20.0% vesting after completion of two years of service and increased by 20.0% for each subsequent completed year of service. A participant becomes fully vested at retirement, upon death or disability or upon termination of the ESOP. Any unvested shares that are forfeited upon a participant's termination of employment will be reallocated among the remaining ESOP participants.
Shares of the Company's common stock purchased by the ESOP through the proceeds of two loans are held in a suspense account for allocation among participants. ESOP shares are released as the loans are repaid. Discretionary contributions to the ESOP and shares released from the suspense account are allocated among participants in accordance with compensation, on a pro rata basis.
Participants in the ESOP will receive a vote authorization form that reflects all shares the participant may direct the trustee to vote on his or her behalf under the plan. Under the terms of the ESOP, the ESOP trustee votes all shares held by the ESOP, but each ESOP participant may direct the trustee how to vote the shares
36
common stock held by the ESOP in the same proportion as shares for which it has received timely voting instructions. The ESOP trustee will not vote allocated shares for which no voting instructions are received.
Employment and Change-in-Control Agreements
The Bank has entered into an employment agreement with our President and Chief Executive Officer and change-in-control agreements with the remaining currently employed named executive officers, with the exception of
Other Compensation Policies and Practices
Compensation Risk Assessment
While the Bank continuously monitors enterprise risk from various perspectives, members of the Human Resources and Enterprise Risk departments conduct an annual risk assessment of the Company's compensation programs to assess risk and evaluate mitigating factors using the following:
Definition of Risk Levels
|
|
|
|
|
None/Insignificant |
|
Minor |
|
Significant |
No identifiable or material risk. |
|
Some risk identified, but actions have been taken to mitigate risk and maintain ongoing monitoring. |
|
Measurable, material risk requiring elimination or significant mitigation action. |
Risk Areas Considered
Asset Quality- Reduced interest income, increased reserves, asset write-downs, reduced capital, regulatory rating
Interest Rate Sensitivity- Increased interest expense, reduced yields, drop in funding levels
Concentrations- Reliance on limited number of loan categories, investments lack diversity, funding reliance on jumbo CDs
Earnings- Reduced earnings due to compensation expense; manipulation of earnings for higher payouts
Regulatory- Plan design or practice not in compliance with regulations (federal, state, etc.)
Reputational- Negative reaction from shareholders/stakeholders, media, served markets/communities, or workforce
A significant portion of each named executive officer's compensation is considered to be "at risk."
● | Annual Incentive Plan -Annual cash incentive awards are intended to directly link a significant amount of cash compensation to the achievement of measurable Bank one-year financial goals. |
● | Long-Term Incentive Plan -Our equity compensation incentivizes our named executive officers to create shareholder value and focus on long-term Company growth. Restricted Stock Awards vest ratably over a three-year period, and Performance Restricted Stock Units cliff vest after the three-year performance period. |
The Compensation Committee reviewed the findings of the 2024 risk assessment and agreed with the conclusion that our compensation programs are designed with the appropriate balance of risk and reward in relation to the Company's overall business strategy and do not create risk that is reasonably likely to have a material adverse effect on the Company.
37
Compensation Recovery Policy
The Compensation Committee has adopted a Compensation Recovery Policy that sets forth the circumstances and procedures under which the Company shall recover Erroneously Awarded Compensation from Covered Persons in accordance with rules issued by the
The Company has adopted this policy as a supplement to any other compensation recovery policies or provisions in effect now or in the future at the Company. To the extent this Policy applies to compensation payable to a person covered by this Policy, it shall supersede any other conflicting provision or policy maintained by the Company and shall be the only compensation recovery policy applicable to such compensation and no other compensation recovery policy shall apply; provided that, if such other policy or provision provides that a greater amount of such compensation shall be subject to recovery, such other policy or provision shall apply to the amount in excess of the amount subject to recovery under this Policy.
The Compensation Committee believes that the Compensation Recovery Policy reflects good standards of corporate governance and reduces the potential for excessive risk taking by executive officers.
Policy Prohibiting Hedging and Pledging of
The Board annually reviews and approves the Company's policy with regard to insider trading. The Company's Insider Trading Policy and Trading Procedures for Insiders generally prohibits employees from pledging shares on margin, trading in derivative securities of the Company's common stock, engaging in short sales of the Company's securities or purchasing any other financial instrument that is designed to hedge or offset any decrease in the market value of the Company's securities.
Impact of Tax and Accounting on Compensation
Deductibility of Executive Compensation
Section 162(m) of the Internal Revenue Code of 1986, as amended (the "Code"), generally places a
38
Stock-Based Compensation Expense
The Bank recognizes stock-based compensation expense under the
Independent Compensation Committee
Executive compensation decisions are approved by the Compensation Committee which is comprised of only independent members of the Board of Directors.
Independent Compensation Consultant
39
Executive Compensation
2024 Summary Compensation Table
The following table sets forth information regarding compensation awarded to, earned by or paid to each person who served as our Chief Executive Officer, each person who served as our Chief Financial Officer, and the three most highly compensated executive officers (other than the Chief Executive Officer and Chief Financial Officer) who were serving as executive officers at the end of the fiscal year ended
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Changes in |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Pension Value and |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Nonqualified |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-equity |
|
|
Deferred |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stock |
|
|
Incentive Plan |
|
|
Compensation |
|
|
All Other |
|
|
|
|
|
Year |
|
Salary |
|
Awards(1) |
|
|
Compensation(2) |
|
Earnings(3) |
|
Compensation(4) |
|
Total |
|||||
|
|
2024 |
|
$ |
740,385 |
|
$ |
295,493 |
|
$ |
270,240 |
|
$ |
497,220 |
|
$ |
193,183 |
|
$ |
1,996,521 |
President and Chief Executive Officer |
|
2023 |
|
$ |
700,000 |
|
$ |
343,813 |
|
$ |
245,000 |
|
$ |
1,372,720 |
|
$ |
212,031 |
|
$ |
2,873,564 |
|
|
2022 |
|
$ |
657,479 |
|
$ |
391,896 |
|
$ |
407,637 |
|
$ |
1,004,270 |
|
$ |
187,449 |
|
$ |
2,648,731 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2024 |
|
$ |
276,923 |
|
$ |
165,200 |
|
$ |
70,754 |
|
$ |
- |
|
$ |
362 |
|
$ |
513,239 |
Executive Vice President, Chief Financial Officer |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2024 |
|
$ |
223,648 |
|
$ |
40,522 |
|
$ |
72,653 |
|
$ |
- |
|
$ |
37,095 |
|
$ |
373,918 |
Former Interim Chief Financial Officer |
|
2023 |
|
$ |
209,742 |
|
$ |
42,530 |
|
$ |
56,566 |
|
$ |
- |
|
$ |
39,368 |
|
$ |
348,206 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2024 |
|
$ |
378,766 |
|
$ |
108,417 |
|
$ |
96,775 |
|
$ |
- |
|
$ |
96,841 |
|
$ |
680,799 |
Executive Vice President, |
|
2023 |
|
$ |
366,912 |
|
$ |
126,152 |
|
$ |
89,894 |
|
$ |
- |
|
$ |
105,277 |
|
$ |
688,235 |
|
|
2022 |
|
$ |
364,198 |
|
$ |
124,817 |
|
$ |
158,062 |
|
$ |
- |
|
$ |
100,287 |
|
$ |
747,364 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2024 |
|
$ |
331,948 |
|
$ |
92,836 |
|
$ |
84,813 |
|
$ |
- |
|
$ |
49,956 |
|
$ |
559,553 |
Executive Vice President, Chief Legal Officer, General Counsel, and Corporate Secretary |
|
2023 |
|
$ |
314,184 |
|
$ |
108,026 |
|
$ |
76,975 |
|
$ |
- |
|
$ |
55,111 |
|
$ |
554,296 |
|
|
2022 |
|
$ |
311,860 |
|
$ |
76,354 |
|
$ |
96,677 |
|
$ |
- |
|
$ |
60,826 |
|
$ |
545,717 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2024 |
|
$ |
319,421 |
|
$ |
89,333 |
|
$ |
81,612 |
|
$ |
- |
|
$ |
51,546 |
|
$ |
541,912 |
Executive Vice President, |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) Amounts included in the "Stock Awards" columns for the years ended |
||||||||||||||||||||
(2) Amounts reported reflect annual cash incentives earned by our named executive officers for performance in 2024, 2023, and 2022. |
||||||||||||||||||||
(3) Amounts reflect the aggregate change in the actuarial present value of the individual's accumulated benefits under the Supplemental Executive Retirement Plan Agreements. |
||||||||||||||||||||
(4) The summary of "All Other Compensation" from the table above for the components for 2024 are shown below. |
||||||||||||||||||||
(5) |
||||||||||||||||||||
(6) |
||||||||||||||||||||
(7) |
40
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Life & LTD |
|
|
Auto Allowance & |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
ESOP |
|
|
401(k) Employer |
|
|
Insurance |
|
|
Fuel |
|
|
Retiree |
|
|
|
|
|
All Other |
|
|
ESOP(1) |
|
|
Restoration(1) |
|
|
Contributions |
|
|
Premiums |
|
|
Reimbursement |
|
|
Medical |
|
|
Other |
|
|
Compensation |
|
|
|
$ |
31,243 |
|
$ |
59,235 |
|
$ |
10,350 |
|
$ |
48,236 |
|
$ |
22,128 |
|
$ |
14,842 |
|
$ |
7,149 |
|
$ |
193,183 |
|
|
$ |
- |
|
$ |
- |
|
$ |
- |
|
$ |
185 |
|
$ |
- |
|
$ |
- |
|
$ |
177 |
|
$ |
362 |
|
|
$ |
27,042 |
|
$ |
- |
|
$ |
8,856 |
|
$ |
1,020 |
|
$ |
- |
|
$ |
- |
|
$ |
177 |
|
$ |
37,095 |
|
|
$ |
31,251 |
|
$ |
12,781 |
|
$ |
10,350 |
|
$ |
21,851 |
|
$ |
10,020 |
|
$ |
- |
|
$ |
10,588 |
|
$ |
96,841 |
|
|
$ |
29,610 |
|
$ |
5,521 |
|
$ |
10,350 |
|
$ |
4,284 |
|
$ |
- |
|
$ |
- |
|
$ |
191 |
|
$ |
49,956 |
|
|
$ |
27,524 |
|
$ |
2,405 |
|
$ |
10,350 |
|
$ |
9,745 |
|
$ |
- |
|
$ |
- |
|
$ |
1,522 |
|
$ |
51,546 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) Represents the aggregate value of the shares allocated to the named executive officer's Employee Stock Ownership Plan ("ESOP") account and amounts credited to the named executive officer's ESOP Restoration Plan account for the plan year, determined based on the number of shares allocated to the named executive officer under the ESOP or ESOP Restoration Plan, multiplied by |
||||||||||||||||||||||||
|
41
Grants of Plan-Based Awards
The following table sets forth information with respect to each grant of an award made to a named executive officer in the year ended December31, 2024. All equity awards reflected in this table were granted pursuant to the 2020 Equity Incentive Plan, described above and shown below.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Estimated Future Payments Under Non-Equity |
|
Estimated Future Payouts Under Equity |
|
All Other |
|
|
||||||||
|
|
|
|
Incentive Plan Awards(1) |
|
Incentive Plan Awards(2) |
|
Stock Awards |
|
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Grant Date |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fair Value |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Number of |
|
of Stock |
|
|
Grant |
|
|
|
|
|
|
|
|
|
|
|
|
|
Shares of Stock |
|
and Option |
|
Date |
Threshold |
Target |
Maximum |
Threshold (#) |
Target (#) |
Maximum (#) |
or Units (#) |
Awards(3)($) |
|||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
7,316 |
|
14,632 |
|
21,948 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
14,632 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
17,500 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
600 |
|
1,200 |
|
1,800 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2,800 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2,684 |
|
5,368 |
|
8,052 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
5,369 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2,299 |
|
4,597 |
|
6,896 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4,597 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2,212 |
|
4,423 |
|
6,635 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4,424 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) Represents the threshold, target and maximum annual cash incentive awards under our 2024 Annual Incentive Plan. The threshold payout amount for each named executive officer is 50% of target as the minimum amount payable if threshold performance is achieved. If the threshold is not achieved, the payment to the NEOs would be zero. The target amount is based upon achievement within the target ranges for the performance measures listed in "2024 Annual Incentive Plan" in the Compensation Discussion and Analysis. The maximum amount represents 130% of target. The actual amounts earned by each NEO are set forth under "Fiscal 2024 Annual Incentive Targets vs. Results" in the Compensation Discussion and Analysis. |
||||||||||||||||||
(2) These amounts represent the threshold, target and maximum number of shares that each NEO may eawith respect to the performance-based restricted stock units granted in 2024. |
||||||||||||||||||
(3) Represents the grant date fair value per share for the performance-based restricted stock unit awards and time-based restricted stock awards. Refer to the equity grant table under the "Long-Term Incentives" for these fair values. The performance-based restricted stock awards are included at probable achievement of 100%. |
||||||||||||||||||
|
||||||||||||||||||
|
All equity grants made to executive officers must be approved by the Compensation Committee.The Company doesnot timenor does it plan to time the release of material, non-public information for the purpose of affecting the value of employee or
42
Outstanding Equity Awards at Year End
The following table sets forth information with respect to outstanding equity awards as of
|
|
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Option Awards(1) |
|
Stock Awards |
|||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
|
|
|
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Number of |
|
|
|
||
|
|
|
|
Number of |
|
|
|
|
|
|
|
|
|
|
|
Unearned |
|
|
Market or Payout |
|
|
|
|
Securities |
|
|
|
|
|
Number of |
|
Market Value |
|
Shares, Units |
|
|
Value of |
||
|
|
|
|
Underlying |
|
|
|
|
|
Shares or Units of |
|
of Shares or |
|
or Other |
|
|
Unearned Shares, |
||
|
|
|
|
Unexercised |
|
Option |
|
Option |
|
Stock That |
|
Units of Stock |
|
Rights that |
|
|
Units or Other |
||
|
|
|
|
Options (#) |
|
Exercise |
|
Expiration |
|
Have Not |
|
that Have Not |
|
Have Not |
|
|
Rights That Have |
||
|
Grant Date(2) |
Exercisable |
Price ($) |
Date |
Vested (#) |
Vested ($)(3) |
|
Vested (#) |
|
Not Vested ($)(3) |
|||||||||
|
|
|
|
133,219 |
|
$ |
10.23 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
133,219 |
|
$ |
9.79 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
155,487 |
|
$ |
8.98 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2,909 |
|
$ |
34,413 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2,182 |
|
$ |
25,813 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,511 |
|
$ |
17,875 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,133 |
|
$ |
13,403 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
8,334 |
|
$ |
98,591 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
6,250 |
|
$ |
73,938 |
|
|
|
|
|
|
|
|
|
|
|
14,632 |
|
$ |
173,097 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
7,316 |
|
$ |
86,548 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
17,500 |
|
$ |
207,025 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
667 |
|
$ |
7,891 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,447 |
|
$ |
17,118 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
465 |
|
$ |
5,501 |
|
|
|
|
|
|
|
|
|
|
|
2,800 |
|
$ |
33,124 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
600 |
|
$ |
7,098 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
62,840 |
|
$ |
10.23 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,381 |
|
$ |
16,337 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,036 |
|
$ |
12,256 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3,058 |
|
$ |
36,176 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2,294 |
|
$ |
27,138 |
|
|
|
|
|
|
|
|
|
|
|
5,369 |
|
$ |
63,515 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2,684 |
|
$ |
31,752 |
43
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10,125 |
|
$ |
10.52 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
845 |
|
$ |
9,966 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
634 |
|
$ |
7,500 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2,618 |
|
$ |
30,971 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,964 |
|
$ |
23,234 |
|
|
|
|
|
|
|
|
|
|
|
4,597 |
|
$ |
54,383 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2,299 |
|
$ |
27,197 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
813 |
|
|
9,618 |
|
|
|
|
|
|
|
3/1/2022 (6) |
|
|
|
|
|
|
|
|
610 |
|
$ |
7,216 |
|
|
|
|
|
|
|
3/1/2023 (5) |
|
|
|
|
|
|
|
|
1,858 |
|
|
21,980 |
|
|
|
|
|
|
|
3/1/2023 (6) |
|
|
|
|
|
|
|
|
|
|
|
|
|
1,393 |
|
$ |
16,479 |
|
|
3/1/2024 (5) |
|
|
|
|
|
|
|
|
4,424 |
|
$ |
52,336 |
|
|
|
|
|
|
|
3/1/2024 (6) |
|
|
|
|
|
|
|
|
|
|
|
|
|
2,212 |
|
$ |
26,168 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) All historical share and price information for awards granted prior to the Company's second-step conversion and stock offering in August 2019 has been restated to reflect the 1.795431 exchange ratio. |
|||||||||||||||||||
(2) Each award granted prior to 2020 was granted pursuant to the Company's 2017 Stock Option and Incentive Plan (the "2017 Equity Plan"). Each award granted in 2020 or later has been granted under the Company's 2020 Equity Incentive Plan. Each award granted under the Company's 2020 Equity Incentive Plan will accelerate and vest in full upon the named executive officer's death or disability, or upon a change in control (with any awards subject to performance conditions vesting assuming achievement at target). |
|||||||||||||||||||
(3) Based on the closing market price of $11.83 on December 31, 2024. |
|||||||||||||||||||
(4) The option awards vested over three years from the date of grant in three equal installments. |
|||||||||||||||||||
(5) The restricted stock awards vest over three years from the date of grant in three equal installments. |
|||||||||||||||||||
(6) The performance-based awards vest three years from the date of grant assuming the attainment of identified performance targets. The actual number of shares that will be earned pursuant to the performance-based awards are dependent upon the Bank's performance with respect to the performance targets described in the "Long-Term Incentives" section above for the identified performance period. The performance-based awards granted in 2022 will vest at 25% based on actual performance. For purposes of this table, we have assumed threshold level of payout for the performance-based awards granted in 2023 and 2024, which we consider the probable outcome. |
|||||||||||||||||||
(7) This restricted stock award vests over three years beginning on March 1, 2023 in three equal installments. |
|||||||||||||||||||
(8) This restricted stock award cliff vests after three years on April 15, 2027. |
|||||||||||||||||||
|
44
Option Exercises and Stock Vested Table
The following table sets forth information with respect to each exercise of stock options and each vesting of stock during the year ended December 31, 2024.
|
|
|
|
|
|
|
|
|
|
|
|
|
Option Awards |
|
Stock Awards |
||||||
|
|
Number of |
|
|
|
|
Number of |
|
|
|
|
|
Shares |
|
|
Value |
|
Shares |
|
|
Value |
|
|
Acquired on |
|
|
Realized on |
|
Acquired on |
|
|
Realized on |
|
|
Exercise |
|
|
Exercise |
|
Vesting |
|
|
Vesting |
|
|
(#) |
|
|
($) |
|
(#) |
|
|
($) |
|
|
- |
|
|
- |
|
29,538 |
|
$ |
300,697 |
|
|
- |
|
|
- |
|
- |
|
$ |
- |
|
|
- |
|
|
- |
|
2,213 |
|
$ |
22,528 |
|
|
- |
|
|
- |
|
11,823 |
|
$ |
120,358 |
|
|
- |
|
|
- |
|
8,125 |
|
$ |
82,713 |
|
|
- |
|
|
- |
|
7,713 |
|
$ |
78,518 |
Pension Benefit Table
The following table sets forth information with respect to the pension benefits of the named executive officers.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Number of |
|
|
Present Value |
|
|
Payment |
|
|
|
|
Years Credited |
|
|
of Accumulated |
|
|
During Last |
|
|
Plan |
|
Service |
|
|
Benefits |
|
|
Fiscal Year |
|
|
|
|
(#) |
|
|
($) |
|
|
($) |
|
|
SERP |
|
16.583 |
|
$ |
10,182,104 |
|
$ |
- |
|
|
N/A |
|
|
|
|
|
|
|
|
|
|
N/A |
|
|
|
|
|
|
|
|
|
|
N/A |
|
|
|
|
|
|
|
|
|
|
N/A |
|
|
|
|
|
|
|
|
|
|
N/A |
|
|
|
|
|
|
|
|
|
45
Employment, Change-in-Control, and Other Material Agreements
Employment Agreement.
In the event
In the event of
Change-in-Control Agreements.The Company has entered into change-in-control agreements with each of its executive officers other than
Pursuant to
46
terminating event (or the executive's annual base salary in effect immediately prior to the change-in-control, if higher) and (ii) the executive's average annual bonus over the three fiscal years immediately prior to the change in control. Additionally,
Potential Payments Upon Termination or Change of Control.The following table presents information concerning estimated payments and benefits that would be provided pursuant to the arrangements described above for each of our named executive officers serving as of the end of fiscal 2024. The payments and benefits set forth below are estimated assuming that the termination of employment or change-in-control event occurred on the last business day of fiscal 2024, December 31, 2024, at a per-share value of our common stock of $11.83, which is the closing market price per share on December 31, 2024. Payments and benefits could be different if such events were to occur on any other date or at any other price or if any other assumptions are used to estimated potential payments and benefits.
47
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Termination |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
by Employer |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Termination |
|
for Any |
|
Termination |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Termination |
|
by Employee |
|
Reason Other |
|
by |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
by |
|
with |
|
than Cause, |
|
Employee |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Employer |
|
Good Reason |
|
Death or |
|
for Good |
|
|
|
|
|
|
|
|
|
Termination |
|
Termination |
|
Termination |
|
Without |
|
within |
|
Disability in |
|
Reason |
|
|
|
|
|
|
|
|
|
by |
|
by |
|
by |
|
Cause within |
|
24 Months |
|
Connection |
|
within |
|
|
Termination |
|
|
Termination |
|
Termination |
|
Employee |
|
Employer |
|
Employee |
|
24 Months |
|
After |
|
with a |
|
12 months |
|
|
Due to |
|
|
Due to |
|
Due to |
|
Without |
|
Without |
|
With |
|
After Change |
|
a Change |
|
Change in |
|
of a Change |
|
|
Death |
|
|
Disability |
|
Retirement |
|
Cause |
|
Cause |
|
Good Reason |
|
in Control(7) |
|
in Control(7) |
|
Control(8) |
|
in Control(8) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Severance(1) |
$ |
125,000 |
(2) |
$ |
- |
$ |
- |
$ |
- |
$ |
2,115,252 |
$ |
2,115,252 |
$ |
2,865,252 |
$ |
2,865,252 |
$ |
- |
$ |
- |
Equity awards acceleration(3) |
|
839,572 |
|
|
839,572 |
|
- |
|
- |
|
- |
|
- |
|
839,572 |
|
839,572 |
|
- |
|
- |
Life insurance(4) |
|
2,550,000 |
|
|
300,000 |
|
300,000 |
|
300,000 |
|
300,000 |
|
300,000 |
|
300,000 |
|
300,000 |
|
- |
|
- |
Other compensation(5) |
|
- |
|
|
- |
|
- |
|
- |
|
111,658 |
|
111,658 |
|
111,658 |
|
111,658 |
|
- |
|
- |
Total |
$ |
3,514,572 |
|
$ |
1,139,572 |
$ |
300,000 |
$ |
300,000 |
$ |
2,526,910 |
$ |
2,526,910 |
$ |
4,116,482 |
$ |
4,116,482 |
$ |
- |
$ |
- |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Severance(1) |
$ |
- |
|
$ |
- |
$ |
- |
$ |
- |
$ |
- |
$ |
- |
$ |
- |
$ |
- |
$ |
470,754 |
$ |
470,754 |
Equity awards acceleration(3) |
|
211,225 |
|
|
211,225 |
|
- |
|
- |
|
- |
|
- |
|
- |
|
- |
|
211,225 |
|
211,225 |
Life insurance(4) |
|
500,000 |
|
|
- |
|
- |
|
- |
|
- |
|
- |
|
- |
|
- |
|
- |
|
- |
Health benefits(6) |
|
- |
|
|
- |
|
- |
|
- |
|
- |
|
- |
|
- |
|
- |
|
- |
|
- |
Total |
$ |
711,225 |
|
$ |
211,225 |
$ |
- |
$ |
- |
$ |
- |
$ |
- |
$ |
- |
$ |
- |
$ |
681,979 |
$ |
681,979 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Severance |
$ |
- |
|
$ |
- |
$ |
- |
$ |
- |
$ |
- |
$ |
- |
$ |
- |
$ |
- |
$ |
- |
$ |
- |
Equity awards acceleration(3) |
|
86,685 |
|
|
86,685 |
|
- |
|
- |
|
- |
|
- |
|
- |
|
- |
|
86,685 |
|
86,685 |
Life insurance(4) |
|
779,493 |
|
|
- |
|
- |
|
- |
|
- |
|
- |
|
- |
|
- |
|
- |
|
- |
Health benefits(6) |
|
- |
|
|
- |
|
- |
|
- |
|
- |
|
- |
|
- |
|
- |
|
- |
|
- |
Total |
$ |
866,178 |
|
$ |
86,685 |
$ |
- |
$ |
- |
$ |
- |
$ |
- |
$ |
- |
$ |
- |
$ |
86,685 |
$ |
86,685 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Severance (1) |
$ |
- |
|
$ |
- |
$ |
- |
$ |
- |
$ |
- |
$ |
- |
$ |
- |
$ |
- |
$ |
992,998 |
$ |
992,998 |
Equity awards acceleration(3) |
|
295,968 |
|
|
295,968 |
|
- |
|
- |
|
- |
|
- |
|
- |
|
- |
|
295,968 |
|
295,968 |
Life insurance(4) |
|
1,150,000 |
|
|
- |
|
- |
|
- |
|
- |
|
- |
|
- |
|
- |
|
300,000 |
|
300,000 |
Health benefits(6) |
|
- |
|
|
- |
|
- |
|
- |
|
- |
|
- |
|
- |
|
- |
|
31,435 |
|
31,435 |
Total |
$ |
1,445,968 |
|
$ |
295,968 |
$ |
- |
$ |
- |
$ |
- |
$ |
- |
$ |
- |
$ |
- |
$ |
1,620,401 |
$ |
1,620,401 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Severance (1) |
$ |
- |
|
$ |
- |
$ |
- |
$ |
- |
$ |
- |
$ |
- |
$ |
- |
$ |
- |
$ |
452,332 |
$ |
452,332 |
Equity awards acceleration (3) |
|
236,232 |
|
|
236,232 |
|
- |
|
- |
|
- |
|
- |
|
- |
|
- |
|
236,232 |
|
236,232 |
Life insurance (4) |
|
400,000 |
|
|
- |
|
- |
|
- |
|
- |
|
- |
|
- |
|
- |
|
- |
|
- |
Health benefits (6) |
|
- |
|
|
- |
|
- |
|
- |
|
- |
|
- |
|
- |
|
- |
|
28,653 |
|
28,653 |
Total |
$ |
636,232 |
|
$ |
236,232 |
$ |
- |
$ |
- |
$ |
- |
$ |
- |
$ |
- |
$ |
- |
$ |
717,217 |
$ |
717,217 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Severance (1) |
$ |
- |
|
$ |
- |
$ |
- |
$ |
- |
$ |
- |
$ |
- |
$ |
- |
$ |
- |
$ |
415,888 |
$ |
415,888 |
Equity awards acceleration (3) |
|
206,707 |
|
|
206,707 |
|
- |
|
- |
|
- |
|
- |
|
- |
|
- |
|
206,707 |
|
206,707 |
Life insurance (4) |
|
400,000 |
|
|
- |
|
- |
|
- |
|
- |
|
- |
|
- |
|
- |
|
- |
|
- |
Health benefits (6) |
|
- |
|
|
- |
|
- |
|
- |
|
- |
|
- |
|
- |
|
- |
|
28,472 |
|
28,472 |
Total |
$ |
606,707 |
|
$ |
206,707 |
$ |
- |
$ |
- |
$ |
- |
$ |
- |
$ |
- |
$ |
- |
$ |
651,067 |
$ |
651,067 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
48
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) Except as otherwise described, severance payments are based on a multiple of salary and bonus as of December 31, 2024. Multiples are described under the heading "Employment and Change-in-Control Agreements" above. Bonus-related severance is based on the average of bonuses paid during the three calendar years immediately prior to the change in control. |
|||||||||||||||||||||
(2) Severance payments upon death represent two months of continued base salary to the executive's surviving spouse. |
|||||||||||||||||||||
(3) Reflects the value of accelerated equity granted under the 2020 Equity Incentive Plan based upon market closing price of $11.83 on December 31, 2024, as well as the value of dividend equivalents that would become payable for all unvested awards. All unvested awards would be forfeited upon voluntary or involuntary termination, and would become fully vested upon death, disability or a change in control. All performance share unit awards would be vested assuming achievement at the target level of performance. |
|||||||||||||||||||||
(4) Represents the value of payouts of certain life insurance policies. |
|||||||||||||||||||||
(5) Represents an estimate of the employer contributions that would have been made for COBRA medical insurance benefits based on actual premiums in effect as of December 31, 2024, as well as any qualified pension, profit sharing or 401(k) or similar plan on behalf of the executive if the executive had remained an employee for an additional 24-month period. |
|||||||||||||||||||||
(6) Represents the value of the employer's portion of COBRA medical insurance benefits based on actual premiums in effect as of December 31, 2024. |
|||||||||||||||||||||
(7) Provisions are based on |
|||||||||||||||||||||
(8) Provisions are based on the change-in-control agreements for each of the named executive officers other than |
|||||||||||||||||||||
|
49
COMPENSATION COMMITTEE REPORT
The Compensation Committee of
MEMBERS OF THE COMPENSATION COMMITTEE
50
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table details, as of March 14, 2025, information concerning beneficial ownership of our common stock by:
• | each of our directors; |
• | each of our named executive officers; |
• | all of our directors and executive officers as a group; and |
• | each person known by the Company to be the beneficial owner of more than 5% of our outstanding common stock, based solely on the information reported by such persons in their most recent Schedule 13D and 13G filings with the |
|
|
|
|
|
|
|
|
|
|
|
|
Percent of |
|
|
|
Number of |
|
|
Common Stock |
|
|
|
Shares(2)(3) |
|
|
Outstanding(4) |
|
|
|
|
|
|
|
|
|
|
27,488 |
|
|
* |
% |
|
|
865,338 |
|
|
1.95 |
|
|
|
70,679 |
|
|
* |
|
|
|
29,540 |
|
|
* |
|
|
|
226,896 |
|
|
* |
|
|
|
49,113 |
|
|
* |
|
|
|
6,995 |
|
|
* |
|
|
|
148,964 |
|
|
* |
|
Dr. |
|
147,010 |
|
|
* |
|
|
|
11,972 |
|
|
* |
|
|
|
29,451 |
|
|
* |
|
|
|
63,424 |
|
|
* |
|
|
|
159,235 |
|
|
* |
|
|
|
16,665 |
|
|
* |
|
|
|
10,353 |
|
|
* |
|
|
|
168,513 |
|
|
* |
|
|
|
85,230 |
|
|
* |
|
|
|
27,450 |
|
|
* |
|
All directors and executive officers as a group (18 persons)(23) |
|
2,144,316 |
|
|
4.82 |
% |
|
|
|
|
|
|
|
|
|
3,612,646 |
|
|
8.13 |
% |
|
|
2,545,192 |
|
|
5.72 |
% |
T.Rowe Price Group, Inc.(26) |
|
5,561,529 |
|
|
12.51 |
% |
The Vanguard Group(27) |
|
2,247,931 |
|
|
5.06 |
% |
HarborOne Bank Employee Stock Ownership Plan Trust(28) |
|
4,411,663 |
|
|
9.92 |
% |
|
|
|
|
|
|
|
* Less than 1%. |
|
|
|
|
|
|
(1) |
Unless otherwise indicated, the address for each director and named executive officer is c/o |
(2) |
The number of shares reported by officers as being held through the HarborOne 401(k) Plan may be different from the number of shares previously reported as having been acquired through the HarborOne 401(k) Plan because Company stock held in the HarborOne 401(k) Plan is held in a unitized fund that includes both Company common stock and cash. The percentage of each unit that is Company common stock fluctuates daily, through no volitional act of the HarborOne 401(k) Plan participant. |
(3) |
The number of shares of common stock "beneficially owned" by each shareholder is determined under rules issued by the |
(4) |
The total number of shares outstanding used in calculating this percentage assumes the exercise of all options to acquire shares of common stock that are exercisable on or within 60 days after March 31, 2025 and that no options held by other beneficial owners are exercised. Percentages are based on 44,461,417 shares |
(5) |
Includes 3,451 shares of unvested restricted stock. |
(6) |
Includes 30,100 shares of unvested restricted stock, 62,878 shares held in his IRA, 258,406 shares held in trust of which |
51
allocated to his account, and 421,925 shares that may be acquired under options that are presently exercisable or will become exercisable within 60 days.
(7) |
Includes 349 shares held in the HarborOne 401(k) Plan, 8,673 shares of unvested restricted stock, 5,000 shares held in an IRA,11,866 shares held by the ESOP and allocated to her account, and 23,451 shares that may be acquired under options that are presently exercisable or will become exercisable within 60 days. |
(8) |
Includes 23,540 shares of unvested restricted stock and 6,000 shares held in his IRA. |
(9) |
Includes 108,017 shares held jointly with his spouse, 30,000 shares held in his IRA, 3,451 shares of unvested restricted stock, and 83,263 shares that may be acquired under options that are presently exercisable or will become exercisable within 60 days. |
(10) |
Includes 8,748 shares of unvested restricted stock, 9,460 shares held by the ESOP and allocated to her account, and 10,125 shares that may be acquired under options that are presently exercisable or will become exercisable within 60 days. |
(11) |
Includes 5,030 shares of unvested restricted stock, and 1,339 shares held by the ESOP and allocated to his account. |
(12) |
Includes 58,906 shares held jointly with his spouse, 3,451 shares of unvested restricted stock and 83,263 shares that may be acquired under options that are presently exercisable or will become exercisable within 60 days. |
(13) |
Includes 5,000 shares held jointly with his spouse, 3,451 shares of unvested restricted stock and 83,263 shares that may be acquired under options that are presently exercisable or will become exercisable within 60 days. |
(14) |
Includes 3,451 shares of unvested restricted stock. |
(15) |
Includes 8,764 shares of unvested restricted stock and 6,768 shares held by the ESOP and allocated to his account. |
(16) |
Includes 4,488 shares held in his IRA, 3,451 shares of unvested restricted stock, and 24,979 shares that may be acquired under options that are presently exercisable or will become exercisable within 60 days. |
(17)) |
Includes 10,871 shares of unvested restricted stock, 18,900 shares held in the HarborOne 401(k) Plan, 14,638 shares held by the ESOP and allocated to his account, and 62,840 shares that may be acquired under options that are presently exercisable or will become exercisable within 60 days. |
(18) |
Includes 3,451 shares of unvested restricted stock. |
(19) |
Includes 6,057 shares of unvested restricted stock and 2,540 shares held by the ESOP and allocated to her account. |
(20) |
Includes 4,314 shares of unvested restricted stock and 83,263 shares that may be acquired under options that are presently exercisable or will become exercisable within 60 days and 1,000 shares that are owned indirectly through an affiliate. |
(21) |
Includes 5,617 shares of unvested restricted stock, 1,892 shares held in the HarborOne 401(k) Plan, 15,857 shares held by the ESOP and allocated to his account, and 49,840 shares that may be acquired under options that are presently exercisable or will become exercisable within 60 days. |
(22) |
Includes 3,451 shares of unvested restricted stock. |
(23) |
No shares held by the Company's directors and executive officers have been pledged as collateral for a loan or otherwise. |
(24) |
Based exclusively on a Schedule 13G/A filed by |
(25) |
Based exclusively on a Schedule 13G filed by |
(26) |
Based exclusively on a Schedule 13G filed by T. Rowe Price Investment Management, Inc. on November 14, 2024. The filer claimed sole power to vote or direct the vote of 5,524,393 shares and sole power to dispose or direct the disposition of 5,561,529 shares. T. Rowe Price Investment Management, Inc.'s address is 101 East |
(27) |
Based exclusively on a Schedule 13G filed by The Vanguard Group on January 30, 2025. The filer claimed sole power to vote or direct the vote of 0 shares and sole power to dispose or direct the disposition of 2,185,740 shares. The Vanguard Group, Inc.'s address is 100 Vanguard Boulevard, |
(28) |
Reflects shares held in the ESOP. Under the terms of the ESOP, plan participants are entitled to direct the plan trustee on how to vote shares of common stock allocated to their accounts. The trustee will vote shares of common stock allocated to the accounts of plan participants as instructed by the plan participants and will vote unallocated shares of common stock held in the ESOP in the same ratio as allocated shares are voted on each proposal, subject to the fiduciary responsibilities of the trustee. The ESOP's address is c/o |
52
Pay Versus Performance
As required by Item 402(v) of Regulation S-K, the following information is being provided about the relationship between executive compensation actually paid and certain financial performance of the Company.
The dollar amounts reported as "Summary Compensation Table Total" in the Pay for Performance table below represent the totals from the Summary Compensation Table ("SCT") within the "Compensation Discussion and Analysis." Compensation Actually Paid ("CAP") is calculated in accordance with
For information regarding the Company's pay for performance philosophy and how the Company aligns executive compensation with the Company's performance, refer to the "Compensation Discussion and Analysis."
Pay Versus Performance Table
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(in whole dollars, unless otherwise noted) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Investment Based on: |
|
|
|
|
||
|
|
|
|
|
|
|
|
|
|
Average |
|
|
|
|
|
|
|
|
|
|
|
|
Summary |
|
Summary |
|
|
|
|
|
Summary |
|
Average |
|
|
|
|
|
|
|
|
|
|
Compensation |
|
Compensation |
|
Compensation |
|
Compensation |
|
Compensation |
|
Compensation |
|
Total |
|
Total |
|
|
|
Tangible |
|
|
Table Total |
|
Table Total |
|
Actually Paid |
|
Actually Paid |
|
Table Total for |
|
Actually Paid to |
|
Shareholder |
|
Shareholder |
|
Net Income |
|
Book Value |
Year |
|
for First PEO |
|
for Second PEO |
|
to First PEO |
|
to Second PEO |
|
Non-PEO NEOs |
|
Non-PEO NEOs |
|
Return |
|
Return |
|
(in thousands) |
|
Per Share |
(a) |
|
(b.1)(1) |
|
(b.2)(2) |
|
(c.1)(1) |
|
(c.2)(2) |
|
(d)(3) |
|
(e)(3) |
|
(f)(4) |
|
(g)(5) |
|
(h) |
|
(i)(6) |
2024 |
$ |
1,996,521 |
|
N/A |
$ |
1,309,213 |
|
N/A |
$ |
533,884 |
$ |
512,222 |
$ |
119.10 |
$ |
132.44 |
$ |
27,407 |
$ |
11.78 |
2023 |
$ |
2,873,564 |
|
N/A |
$ |
2,386,101 |
|
N/A |
$ |
584,197 |
$ |
477,146 |
$ |
116.48 |
$ |
112.03 |
$ |
16,077 |
$ |
11.52 |
2022 |
$ |
2,648,731 |
$ |
1,456,401 |
$ |
1,873,309 |
$ |
1,467,492 |
$ |
665,848 |
$ |
649,588 |
$ |
132.19 |
$ |
111.47 |
$ |
45,589 |
$ |
11.13 |
2021 |
|
N/A |
$ |
3,080,857 |
|
N/A |
$ |
3,093,059 |
$ |
947,669 |
$ |
1,181,004 |
$ |
137.83 |
$ |
126.43 |
$ |
58,517 |
$ |
11.57 |
2020 |
|
N/A |
$ |
2,143,883 |
|
N/A |
$ |
1,785,584 |
$ |
1,010,159 |
$ |
1,135,032 |
$ |
99.80 |
$ |
90.82 |
$ |
44,792 |
$ |
10.88 |
(1)Includes amounts from the Summary Compensation Table and Compensation Actually Paid to |
||||||||||||||||||||
(2) Includes amounts from the Summary Compensation Table and Compensation Actually Paid to |
||||||||||||||||||||
(3) The non-principal executive officer (PEO) named executive officers (NEOs) reflected in columns (d) and (e) represent the following individuals; for 2024: |
||||||||||||||||||||
(4) Reflects the cumulative total shareholder retuof |
||||||||||||||||||||
(5) Reflects the cumulative total shareholder retuof the S&P |
||||||||||||||||||||
(6) Tangible Book Value per Share is a non-GAAP ratio that is calculated by dividing total stockholders' equity less goodwill and intangible assets by common stock outstanding. |
53
Calculation of Compensation Actually Paid
To calculate the 2024 CAP amounts in the table above, the following adjustments were made to Total Compensation as reported in the Summary Compensation Table:
|
|
|
|
|
|
|
|
2024 |
|
||
|
|
|
|
Average |
|
|
|
First PEO |
|
Non-PEO NEOs |
|
Total Compensation from Summary Compensation Table ("SCT") |
|
$ 1,996,521 |
|
$ 533,884 |
|
Amount deducted for aggregate change in actuarial present value from SCT |
|
(497,220) |
|
- |
|
Amount deducted for grant date values in the SCT |
|
(295,493) |
|
(99,262) |
|
|
|
|
|
|
|
Amount included for service costs related to the SERP |
|
- |
|
- |
|
Amount included for year-end fair value of unvested awards granted in the current year |
|
332,500 |
|
116,038 |
|
Amount included (+ or -) for year-over-year difference of year-end fair values for unvested awards granted in prior years |
|
(173,927) |
|
(27,684) |
|
Amount included (+ or -) for difference in fair values between prior year-end fair values and vest date fair values for awards granted in prior years |
|
(53,168) |
|
(10,754) |
|
Total Adjustments |
|
$ 105,405 |
|
$ 77,600 |
|
|
|
|
|
|
|
Compensation Actually Paid (as calculated) |
|
$ 1,309,213 |
|
$ 512,222 |
|
54
Tabular List of Performance Measures
The six performance measures listed below represent the most important metrics the Company used to align pay and performance and to determine compensation paid in 2024.
|
Most Important Performance Measures |
Tangible Book Value Per Share(1) |
Relative Total Shareholder Return |
RetuOn Assets |
Earnings Per Share |
Core Deposit Growth |
Commercial and Small Business Loan Growth |
(1) Company selected measure |
Pay versus Performance Graphs
The following graphs reflect the relationships between CAP over the four-year period ended December 31, 2024 to the Company's Total Shareholder Return, Net Income and Tangible Book Value Per Share results over the same period. The following graphs also reflect the relationship between the Company's Total Shareholder Retuover this four-year period to the Total Shareholder Retuof the S&P
55
56
CEO Pay Ratio
As required by Item 402(u) of Regulation S-K, we are providing the following information:
For fiscal 2024, our last completed fiscal year, the median of the annual total compensation of all employees of HarborOne was $94,882; and the annual total compensation of our Chief Executive Officer,
To identify the median of the annual total compensation of all of HarborOne's employees, as well as to determine the annual total compensation of our median employee and our Chief Executive Officer, we used the following methodology, assumptions and analysis:
● | We determined that, as of December 31, 2024, the date chosen to determine the median employee (the "Median Employee Determination Date"), HarborOne employed approximately 544 employees, all of whom were located in |
● | To identify the median of the annual cash compensation of all our employees, we used wages and earned bonuses from our payroll records. In making this determination, we annualized the wages of full-time and part-time employees who were employed on the Median Employee Determination Date. |
● | To calculate the median employee total compensation, we included the total cash compensation plus health and welfare and retirement benefits, including Section 401(k) and ESOP employer contributions. |
● | With respect to the annual total compensation of our CEO, we used the amount reported in the Total column of our 2024 Summary Compensation Table for |
The pay ratio reported above is a reasonable estimate calculated in a manner consistent with the
57
Section 16(a) Reports
Section 16(a) of the Exchange Act requires our executive officers and directors and persons who own more than 10% of a registered class of our equity securities to file reports of ownership and changes in ownership with the
58
PROPOSAL 2: RATIFICATION OF APPOINTMENT OF
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Although ratification by shareholders is not required by law or by our by-laws, the Audit Committee believes that submission of its selection to shareholders is a matter of good corporate governance. Even if the appointment is ratified, the Audit Committee, in its discretion, may select a different independent registered public accounting firm at any time if the Audit Committee believes that such a change would be in the best interests of the Company and its shareholders. If our shareholders do not ratify the appointment of
It is anticipated that a representative of
Fee Disclosure
The following is a summary of the fees incurred for professional services rendered by the independent registered public accounting firm
|
|
|
|
|
|
|
|
|
|
2024 |
|
|
2023 |
|
|
|
|
|
|
|
Audit fees(1) |
|
$ |
547,850 |
|
$ |
515,000 |
Audit related fees(2) |
|
|
58,000 |
|
|
56,000 |
All other fees(3) |
|
|
- |
|
|
- |
Total |
|
$ |
605,850 |
|
$ |
571,000 |
(1) |
Audit Fees include fees associated with professional services rendered for the audit of the financial statements and services that are normally provided by the registered public accounting firm in connection with statutory and regulatory filings or engagements. For example, audit fees include fees for professional services rendered in connection with quarterly and annual reports, and the issuance of consents to be named in our registration statements and to the use of their audit report in the registration statements. |
(2) |
Audit Related Fees refers to fees for assurance and related services that are reasonably related to the performance of the audit or review of our financial statements. |
(3) |
All Other Fees refers to fees and related expenses for products and services other than services described above. Our Audit Committee considers whether the provision by |
Pre-Approval Policies and Procedures of our Audit Committee
Our Audit Committee must pre-approve all audit services and permissible non-audit services provided by our independent registered public accounting firm, except for anyde minimisnon-audit services. Non-audit services are consideredde minimisif: (i) the aggregate amount of all such non-audit services constitutes not more than five percent of the total amount of revenues we paid to our independent registered public accounting firm during the fiscal year in which they are provided; (ii) we did not recognize such services at the time of the engagement to be non-audit services; and (iii) such services are promptly brought to our Audit Committee's or any of its members' attention and approved by our Audit Committee or any of its members who has authority to give such approval prior to the completion of the audit. None of the fees reflected above were incurred as a result of non-audit services provided by our independent registered public accounting firm pursuant to thisde minimisexception. Our Audit Committee may delegate to one or more of its members who is an independent director the authority to grant pre-approvals.
The Board unanimously recommends a vote FOR the ratification of the appointment of
59
AUDIT COMMITTEE REPORT
Notwithstanding anything to the contrary set forth in any of our previous or future filings under the Securities Act of 1933, as amended, or the Exchange Act, that might incorporate this proxy statement or future filing with the
The undersigned members of the Audit Committee of the Board of Directors of
1. | the Audit Committee has reviewed and discussed with management the audited consolidated financial statements of |
2. | the Audit Committee has discussed with representatives of |
3. | the Audit Committee has received the written disclosures and the letter from |
Based on the review and discussions referred to above, the Audit Committee recommended to the Board 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 for filing with the
MEMBERS OF THE AUDIT COMMITTEE
Dr.
60
PROPOSAL 3:A NON-BINDING ADVISORY RESOLUTION TO APPROVE
THE COMPENSATION OF THE COMPANY'S NAMED EXECUTIVEOFFICERS
As required by Section 14A of the Exchange Act, our Board of Directors is submitting for shareholder approval, on a non-binding advisory basis, the compensation paid to our named executive officers as described in this Proxy Statement pursuant to Item 402 of Regulation S-K.
The resolution that is the subject of this proposal is a non-binding advisory resolution. Accordingly, the resolution will not have any binding legal effect regardless of whether or not it is approved and may not be construed as overruling a decision by the Company or the Board or to create or imply any change to the fiduciary duties of the Board. Furthermore, because this non-binding advisory resolution primarily relates to compensation of our named executive officers that has already been paid or contractually committed, there is generally no opportunity for us to revisit those decisions. However, the Compensation Committee intends to take the results of the vote on this proposal into account in its future decisions regarding the compensation of our named executive officers.
The Company has six named executive officers listed in this Proxy Statement. The Company's compensation program is designed to attract, motivate and retain the named executive officers who are critical to the Company's success, offering a combination of base salary and both annual and long-term incentives that are closely aligned with the Company's annual and long-term performance objectives. Please see the section titled "Compensation Discussion and Analysis" for additional information about the Company's executive compensation programs.
We believe that the effectiveness of our compensation programs is demonstrated by the accomplishments of management over the last fiscal year as detailed in our discussion section titled "Compensation Discussion and Analysis."
For these reasons, the Board recommends that shareholders vote in favor of the following resolution:
RESOLVED, that the compensation of the Company's named executive officers, as disclosed pursuant to Item 402 of Regulation S-K, including the Compensation Discussion and Analysis, the compensation tables and narrative discussion, be approved.
The Board unanimously recommends a vote FOR approvalof the compensation of the Company's named executiveofficers.
61
PROPOSAL 4: APPROVAL OF THE
The Company and its subsidiaries depend on the judgment, initiative and efforts of the employees, officers, and non-employee directors to successfully conduct its business. The Board believes that stock-based incentive awards can play an important role in the success of the Company by encouraging and enabling employees, officers, and non-employee directors to acquire a proprietary interest in the Company. The Board believes that providing such persons with a direct stake in the Company assures a closer identification of the interests of such individuals with those of the Company and its shareholders, thereby stimulating their efforts on the Company's behalf and strengthening their desire to remain with the Company.
On March 26, 2025, the Board adopted, subject to shareholder approval, the
As of March 14, 2025, there were: (i) stock options to acquire 1,036,075 shares of common stock outstanding under our prior 2017 Stock Option and Incentive Plan (the "2017 Equity Plan"), with a weighted average exercise price of $9.99 and a weighted average remaining term of 2.9 years; and (ii) no stock options to acquire shares of common stock outstanding under the 2020 Equity Plan. In addition, as of March 14, 2025, there were 562,084 unvested full value awards with time-based or performance-based vesting outstanding under the 2020 Equity Plan. Other than the foregoing, no awards were outstanding under equity compensation plans as of March 14, 2025. As of March 14, 2025, there were 283,528 shares of common stock available for awards under the 2020 Equity Plan. Following approval of the 2025 Equity Plan, we will not make any additional grants under the 2020 Equity Plan, and such shares shall no longer be available for issuance. Following the adoption of the 2020 Equity Plan, no additional shares were issued under the 2017 Equity Plan.
Equity Award Grant History and BuRate
In considering and recommending to shareholders the number of shares authorized in the 2025 Equity Plan, the Compensation Committee and the Board considered historic share usage and resulting burate as reflected in the table below:
|
|
|
|
|
|
|
|
|
|
Weighted |
|
|
|
|
|
Average |
|
|
|
|
|
Number of |
|
|
Options |
Full-Value |
Total |
Common Shares |
Burn |
Year |
Granted |
Shares Granted |
Granted |
Outstanding |
Rate |
2022 |
- |
198,969 |
198,969 |
50,293,762 |
0.40 |
2023 |
- |
229,675 |
229,675 |
46,732,435 |
0.49 |
2024 |
- |
286,222 |
286,222 |
44,537,282 |
0.64 |
|
|
|
Three-year average burate |
0.51 |
As shown in the following table, our aggregate equity grant levels were broad-based, with our Chief Executive Officer receiving 11% of shares granted, our named executive officers (including our Chief Executive Officer) receiving 28% of shares granted, and other recipients (excluding our named executive officers) receiving the majority (72%) of granted shares.
|
|
|
|
|
|
|
Total Grants |
|
CEO |
Grants to |
to All |
Year |
Grants |
All NEOs |
Recipients |
2022 |
26,519 |
56,481 |
198,969 |
2023 |
25,000 |
62,024 |
229,675 |
2024 |
29,264 |
79,542 |
286,222 |
Three-year Total Grants |
80,783 |
198,047 |
714,866 |
Three-year Average of Total Grants |
26,928 |
66,016 |
238,289 |
62
Summary of Material Features of the 2025 Equity Plan
The material features of the 2025 Equity Plan are:
● | The maximum number of shares of common stock to be issued under the 2025 Equity Plan is (i) 1,250,000 shares and (ii) any shares of common stock underlying awards under the 2020 Equity Plan that are outstanding as of the effective date of the 2025 Equity Plan (the "Effective Date"), but are forfeited, canceled or otherwise terminated (other than by exercise) on or following the Effective Date, and there is no evergreen increase to this limit; |
● | The award of stock options (both incentive and non-qualified options), restricted stock (using time-vesting and/or performance-vesting features), restricted stock units (also using time-vesting and/or performance-vesting features), cash-based awards, stock appreciation rights, and dividend equivalent rights if permitted; |
● | Shares tendered or held back for taxes will not be added back to the reserved pool under the 2025 Equity Plan. Additionally, shares we reacquire on the open market will not be added to the reserved pool under the 2025 Equity Plan; |
● | Stock options will not be repriced in any manner without shareholder approval, and no reload stock options will be granted; |
● | The number of shares awarded under the 2025 Equity Plan by us to any non-employee director in any calendar year may not exceed $350,000; |
● | A minimum vesting period of one year is required for all equity awards, other than a limited number of excepted awards under the 2025 Equity Plan; |
● | Any dividends and dividend equivalent rights payable with respect to any equity award are subject to the same vesting provisions as the underlying award; |
● | No dividends or dividend equivalents will be granted as a component of stock option awards; |
● | Any material amendment to the 2025 Equity Plan is subject to approval by our shareholders; and |
● | The term of the 2025 Equity Plan will expire on May 13, 2035. |
Based solely on the closing price of our common stock as reported by Nasdaq on March 14, 2025 and the maximum number of shares that would have been available for awards as of such date under the 2025 Equity Plan, the maximum aggregate market value of the common stock that could potentially be issued under the 2025 Equity Plan is $13,437,500. The shares of common stock underlying any awards under the 2020 Equity Plan that are forfeited, canceled or otherwise terminated, other than by exercise, will be added to the shares of common stock available for issuance under the 2025 Equity Plan. In addition, the shares of common stock underlying any awards that are forfeited, canceled or otherwise terminated, other than by exercise, under the 2025 Equity Plan will be added back to the shares of common stock available for issuance under the 2025 Equity Plan. Shares tendered or held back upon exercise of a stock option or settlement of an award under the 2025 Equity Plan to cover the exercise price or tax withholding will not be added back to the reserved pool. In addition, shares of common stock repurchased on the open market will not be added back to the shares of common stock available for issuance under the 2025 Equity Plan.
Rationale for Adopting the 2025 Equity Plan
The 2025 Equity Plan is critical to our ongoing effort to build shareholder value. Equity incentive awards are an important component of our executive and non-executive employees' compensation. Our Compensation Committee and the Board believe that we must continue to offer a competitive equity compensation program in
63
order to attract, retain and motivate the talented and qualified employees necessary for our continued growth and success.
The Compensation Committee has reviewed prevailing practice among comparable
Summary of the 2025 Equity Plan
The following description of certain features of the 2025 Equity Plan is intended to be a summary only. The summary is qualified in its entirety by the full text of the 2025 Equity Plan, which is attached hereto as
Administration. The 2025 Equity Plan will be administered by the Compensation Committee (the "Administrator"). The Administrator has full power to select, from among the individuals eligible for awards, the individuals to whom awards will be granted, to make any combination of awards to participants, and to determine the specific terms and conditions of each award, subject to the provisions of the 2025 Equity Plan.
Eligibility; Plan Limits. All full-time and part-time officers, employees, and non-employee directors are eligible to participate in the 2025 Equity Plan, subject to the discretion of the Administrator. As of March 14, 2025, 66 individuals would have been eligible to participate in the 2025 Equity Plan had it been effective on such date, which includes nine executive officers, 48 employees who are not executive officers, and nine non-employee directors.
Director Compensation Limit. The 2025 Equity Plan provides that the number of shares subject to all awards awarded under the 2025 Equity Plan to any non-employee director may not exceed $350,000 in any calendar year.
Minimum Vesting Period. The minimum vesting period for each equity award granted under the 2025 Equity Plan must be at least one year, provided that up to 5% of the shares authorized for issuance under the 2025 Equity Plan will be set aside and not subject to such minimum of one year. In addition, the Administrator may grant equity awards that vest within one year if such awards are granted as substitute awards in replacement of other awards (or awards previously granted by an entity being acquired (or assets of which are being acquired)) that were scheduled to vest within one year.
Stock Options. The 2025 Equity Plan permits the granting of: (1) options to purchase common stock intended to qualify as incentive stock options under Section 422 of the Internal Revenue Code; and (2) options that do not so qualify. Options granted under the 2025 Equity Plan will be non-qualified options if they fail to qualify as incentive options or exceed the annual limit on incentive stock options. Incentive stock options may only be granted to employees of the Company and its subsidiaries. Non-qualified options may be granted to any persons eligible to receive incentive options and to non-employee directors. The option exercise price of each option will be determined by the Compensation Committee. Except in the case of options (i) granted pursuant to a transaction described in, and in a manner consistent with, Section 424(a) of the Code, (ii) granted to individuals who are not subject to
The term of each option will be fixed by the Compensation Committee and may not exceed ten years from the date of grant. The Compensation Committee will determine at what time or times each option may be exercised. Options may be made exercisable in installments and the exercisability of options may be accelerated by the Compensation Committee. In general, unless otherwise permitted by the Compensation Committee, no option granted under the 2025 Equity Plan is transferable by the optionee other than by will or by the laws of descent and distribution or pursuant to a domestic relations order, and options may be exercised during the optionee's lifetime only by the optionee, or by the optionee's legal representative or guardian in the case of the optionee's incapacity.
64
Upon exercise of options, the option exercise price must be paid in full either in cash, by certified or bank check or other instrument acceptable to the Compensation Committee or by delivery (or attestation to the ownership) of shares of common stock that are beneficially owned by the optionee and that are not subject to risk of forfeiture. Subject to applicable law, the exercise price may also be delivered to the Company by a broker pursuant to irrevocable instructions to the broker from the optionee. In addition, non-qualified options may be exercised using a net exercise feature which reduces the number of shares issued to the optionee by the number of shares with a fair market value equal to the exercise price.
To qualify as incentive options, options must meet additional federal tax requirements, including a $100,000 limit on the value of shares subject to incentive options that first become exercisable by a participant in any one calendar year.
Restricted Stock. The Compensation Committee may award shares of common stock to participants subject to such conditions and restrictions as the Compensation Committee may determine. These conditions and restrictions may include the achievement of certain performance goals and/or continued employment with us through a specified restricted period. During the vesting period, restricted stock awards may be credited with dividend equivalent rights (but dividend equivalents payable with respect to restricted stock awards with vesting tied to the attainment of performance criteria shall not be paid unless and until such performance conditions are attained).
Restricted Stock Units.The Compensation Committee may award restricted stock units to participants. Restricted stock units are ultimately payable in the form of shares of common stock or cash subject to such conditions and restrictions as the Compensation Committee may determine. These conditions and restrictions may include the achievement of certain performance goals and/or continued employment with the Company through a specified vesting period. In the Compensation Committee's sole discretion, it may permit a participant to make an advance election to receive a portion of his or her future cash compensation otherwise due in the form of a restricted stock unit award, subject to the participant's compliance with the procedures established by the Compensation Committee and requirements of Section 409A of the Code. During the deferral period, the deferred stock awards may be credited with dividend equivalent rights.
Dividend Equivalent Rights. The Compensation Committee may grant dividend equivalent rights to participants, which entitle the recipient to receive credits for dividends that would be paid if the recipient had held specified shares of common stock. Dividend equivalent rights granted as a component of another award (other than a stock option) may be paid only if the related award becomes vested. Dividend equivalent rights may be settled in cash, shares of common stock or a combination thereof, in a single installment or installments, as specified in the award. No dividend equivalent rights may be granted as a component of a stock option.
Cash-Based Awards. The Compensation Committee may grant cash bonuses under the 2025 Equity Plan to participants. The cash bonuses may be subject to the achievement of certain performance goals.
Stock Appreciation Rights. The Compensation Committee may grant stock appreciation rights ("SARs") to participants, which are awards entitling a participant to receive a payment (in shares or in cash) representing the difference between the exercise price per share of the right and the fair market value of a share on the date of exercise. The terms of SARs granted under the 2025 Equity Plan, including the exercise price per share, vesting provisions and the duration of an SAR, will be determined by the Compensation Committee and set forth in an award agreement. The exercise price of a SAR may not be less than the fair market value of our common stock on the date of grant, and the term may not exceed ten years. Fair market value for this purpose will be determined by reference to closing price of our shares of common stock on Nasdaq. The exercise price of a SAR may not be reduced after the date of the SAR grant without shareholder approval, other than to appropriately reflect changes in our capital structure.
Change of Control Provisions. In the event of a "change in control," as defined in the 2025 Equity Plan, awards under the 2025 Equity Plan may be assumed, continued or substituted. In the event that awards are not assumed, continued or substituted, the 2025 Equity Plan and all outstanding awards shall terminate. In the case of termination of awards, except as otherwise provided by the Compensation Committee in the award agreement, upon the effective time of the sale event, all awards with time-based conditions will become vested and exercisable upon the sale event, and awards with conditions and restrictions relating to the attainment of performance goals shall become vested assuming achievement at the target level of performance. In addition, the Company may make or provide for payment, in cash or in kind, to participants holding options in exchange for cancellation thereof equal to
65
the difference between the per share cash consideration and the exercise price of the options (provided that, in the case of an option with an exercise price equal to or greater than the per share cash consideration, such option shall be cancelled for no consideration). The Compensation Committee shall also have the option to make or provide for a payment, in cash or in kind, to grantees holding other awards in an amount equal to the per share cash consideration multiplied by the number of vested shares under such awards. All awards will terminate in connection with a sale event unless they are assumed by the successor entity. To the extent that awards are assumed, continued or substituted in connection with a change in control, unless the Compensation Committee provides otherwise, if, during the 12-month period following the change in control, the grantee's "service relationship," as defined under the 2025 Equity Plan, is terminated by the Company or its successor without "cause," as defined in the 2025 Equity Plan, or by the grantee for "good reason," as defined under in the 2025 Equity Plan, any then outstanding awards that are not vested and exercisable or nonforfeitable immediately prior to such termination shall become fully vested and exercisable or nonforfeitable as of the date of termination (with performance-based awards deemed earned and vested assuming achievement at the target level of performance).
Adjustments for Stock Dividends, Stock Splits, Etc. The 2025 Equity Plan requires the Compensation Committee to make appropriate adjustments to the number of shares of common stock that are subject to the 2025 Equity Plan, to certain limits in the 2025 Equity Plan, and to any outstanding awards to reflect stock dividends, stock splits, extraordinary cash dividends and similar events.
Tax Withholding. Participants in the 2025 Equity Plan are responsible for the payment of any federal, state or local taxes that the Company is required by law to withhold upon the exercise of options or vesting of other awards. The Compensation Committee may require that tax withholding obligations satisfied by withholding shares of common stock to be issued pursuant to exercise or vesting. The Compensation Committee may also require the Company's tax withholding obligation to be satisfied, in whole or in part, by an arrangement whereby a certain number of shares issued pursuant to any award are immediately sold and proceeds from such sale are remitted to the Company in an amount that would satisfy the withholding amount due.
Amendments and Termination. The Board may at any time amend or discontinue the 2025 Equity Plan and the Compensation Committee may at any time amend or cancel any outstanding award for the purpose of satisfying changes in the law or for any other lawful purpose. However, no such action may materially and adversely affect any rights under any outstanding award without the holder's consent. To the extent required under the rules of Nasdaq, any amendments that materially change the terms of the 2025 Equity Plan will be subject to approval by our shareholders. Amendments shall also be subject to approval by our shareholders if and to the extent determined by the Compensation Committee to be required by the Code to preserve the qualified status of incentive options.
Effective Date of Plan. The 2025 Equity Plan was approved by our Board on March 26, 2025, and shall become effective upon approval by our shareholders. Awards of incentive options may be granted under the 2025 Equity Plan until March 26, 2035. No other awards may be granted under the 2025 Equity Plan after the date that is ten years from the date of shareholder approval.
Tax Aspects Under the Code
The following is a summary of the principal federal income tax consequences of certain transactions under the 2025 Equity Plan. It does not describe all federal tax consequences under the 2025 Equity Plan, nor does it describe state or local tax consequences.
Incentive Options. No taxable income is generally realized by the optionee upon the grant or exercise of an incentive option. If shares of common stock issued to an optionee pursuant to the exercise of an incentive option are sold or transferred after two years from the date of grant and after one year from the date of exercise, then (i) upon sale of such shares, any amount realized in excess of the option exercise price (the amount paid for the shares) will be taxed to the optionee as a long-term capital gain, and any loss sustained will be a long-term capital loss, and (ii) the Company will not be entitled to any deduction for federal income tax purposes. The exercise of an incentive option will give rise to an item of tax preference that may result in alternative minimum tax liability for the optionee.
If shares of common stock acquired upon the exercise of an incentive option are disposed of prior to the expiration of the two-year and one-year holding periods described above (a "disqualifying disposition"), generally (i) the optionee will realize ordinary income in the year of disposition in an amount equal to the excess (if any) of the fair market value of the shares of common stock at exercise (or, if less, the amount realized on a sale of such shares of common stock) over the option price thereof, and (ii) we will be entitled to deduct such amount. Special
66
rules will apply where all or a portion of the exercise price of the incentive option is paid by tendering shares of common stock.
If an incentive option is exercised at a time when it no longer qualifies for the tax treatment described above, the option is treated as a non-qualified option. Generally, an incentive option will not be eligible for the tax treatment described above if it is exercised more than three months following termination of employment (or one year in the case of termination of employment by reason of disability). In the case of termination of employment by reason of death, the three-month rule does not apply.
Non-Qualified Options. No income is realized by the optionee at the time a non-qualified option is granted. Generally (i) at exercise, ordinary income is realized by the optionee in an amount equal to the difference between the option exercise price and the fair market value of the shares of common stock on the date of exercise, and we receive a tax deduction for the same amount, and (ii) at disposition, appreciation or depreciation after the date of exercise is treated as either short-term or long-term capital gain or loss depending on how long the shares of common stock have been held. Special rules will apply where all or a portion of the exercise price of the non-qualified option is paid by tendering shares of common stock. Upon exercise, the optionee will also be subject to
Other Awards. The Company generally will be entitled to a tax deduction in connection with other awards under the 2025 Equity Plan in an amount equal to the ordinary income realized by the participant at the time the participant recognizes such income. Participants typically are subject to income tax and recognize such tax at the time that an award is exercised, vests or becomes non-forfeitable, unless the award provides for a further deferral.
Parachute Payments. The vesting of any portion of an award that is accelerated due to the occurrence of a change in control (such as a sale event) may cause a portion of the payments with respect to such accelerated awards to be treated as "parachute payments" as defined in the Code. Any such parachute payments may be non-deductible to the Company, in whole or in part, and may subject the recipient to a non-deductible 20% federal excise tax on all or a portion of such payment (in addition to other taxes ordinarily payable).
Limitation on Deductions. Under Section 162(m) of the Code, the Company's deduction for awards under the 2025 Equity Plan may be limited to the extent that any "covered employee" (as defined in Section 162(m) of the Code) receives compensation in excess of $1 million a year.
New Plan Benefits
The future awards, if any, that will be made to eligible persons under the 2025 Equity Plan are subject to the discretion of the Compensation Committee, and, therefore, we cannot currently determine the benefits or number of shares subject to awards that may be granted in the future to our officers, employees or non-employee directors under the 2025 Equity Plan. Therefore, a New Plan Benefits Table is not provided.
The Board unanimously recommends a vote FOR approvalof the
67
OTHER MATTERS
Solicitation of Proxies
We will pay the cost of solicitation of proxies. Our directors, officers and employees may solicit proxies personally, by telephone, via the internet or by mail without additional compensation for such activities. We also will request persons, firms and corporations holding shares in their names or in the names of their nominees, which are beneficially owned by others, to send a Notice of Internet Availability of Proxy Materials to and obtain proxies from such beneficial owners. We will reimburse such holders for their reasonable expenses. We have engaged
Shareholder Proposals
Shareholders who, in accordance with the Rule 14a-8 under the Exchange Act, wish to present proposals to be included in the proxy materials to be distributed by us in connection with our 2026 annual meeting must submit their proposals to our Corporate Secretary on or before November 27, 2025. To comply with the universal proxy rules, shareholders who intend to solicit proxies in support of director nominees other than the Company's nominees must provide notice that sets forth the information required by Rule 14a-19 under the Exchange Act no later than March 14, 2026. Shareholders may also propose business to be brought before an annual meeting pursuant to our Bylaws. Under our Bylaws, to be timely, a shareholder's notice for the 2026 annual meeting of shareholders must be received by the Company no earlier than January 13, 2026 and no later than February 12, 2026. However, if an annual meeting is held on a date more than 30 days before, or more than 60 days after, the anniversary of the preceding year's annual meeting, a shareholder proposal must be delivered not earlier than the close of business on the 120thday prior to such annual meeting and not later than the close of business on the later of the 90thday prior to such annual meeting or the 10thday following the day on which public announcement of the date of such meeting is first made.
Attendance at the Meeting
All shareholders of record of shares of common stock at the close of business on the record date, or their designated proxies, are authorized to attend the annual meeting. If you are not a shareholder of record but hold shares through a broker, bank or other nominee, you should provide proof of beneficial ownership as of the record date, such as an account statement reflecting your stock ownership as of the record date, a copy of the voting instruction card provided by your broker, bank or other nominee, or other similar evidence of ownership. If you do not have proof of ownership, you may not be admitted to the annual meeting. Each shareholder and proxy may be asked to present a valid government-issued photo identification, such as a driver's license or passport, before being admitted. Cameras, recording devices and other electronic devices will not be permitted, and attendees may be subject to security inspections and other security precautions.
Householding of Proxy Materials
If you and other residents at your mailing address own shares of common stock in street name, your broker, bank or other nominee may have sent you a notice that your household will receive only one Notice of Internet Availability of Proxy Materials, annual report and/or proxy statement, as applicable. This procedure, known as "householding," is intended to reduce the volume of duplicate information shareholders receive and also reduce our printing and postage costs. Under applicable law, if you consented or were deemed to have consented, your broker, bank or other nominee may send one copy of the applicable proxy materials to your address for all residents that own shares of common stock in street name. If you wish to revoke your consent to householding, you must contact your broker, bank or other nominee. If you are receiving multiple copies of our proxy materials, you may be able to request householding by contacting your broker, bank or other nominee.
If you wish to request extra copies free of charge of our proxy materials, please send your request in writing to
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Other Matters
The Board does not know of any matters other than those described in this proxy statement that will be presented for action at the 2025 annual meeting. If other matters are presented, proxies will be voted in accordance with the discretion of the proxy holders.
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By Order of the Board of Directors, |
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April 1, 2025
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2025 EQUITY INCENTIVE PLAN
The name of the plan is the
The following terms shall be defined as set forth below:
"Act" means the Securities Act of 1933, as amended, and the rules and regulations thereunder.
"Administrator" means either the Board or the compensation committee of the Board or a similar committee performing the functions of the compensation committee and which is comprised of not less than two Non-Employee Directors who are independent.
"Affiliate" means, at the time of determination, any "parent" or "subsidiary" of the Company as such terms are defined in Rule 405 of the Act. The Board will have the authority to determine the time or times at which "parent" or "subsidiary" status is determined within the foregoing definition.
"Award" or "Awards," except where referring to a particular category of grant under the Plan, shall include Incentive Stock Options, Non-Qualified Stock Options, Restricted Stock Units, Restricted Stock Awards, Cash-Based Awards, Stock Appreciation Rights and Dividend Equivalent Rights.
"Award Certificate"means a written or electronic document setting forth the terms and provisions applicable to an Award granted under the Plan. Each Award Certificate is subject to the terms and conditions of the Plan.
"Board" means the Board of Directors of the Company.
"Cash-Based Award" means an Award entitling the recipient to receive a cash-denominated payment.
"Cause"means, except as otherwise specified in an Award Certificate, (i) conduct by the grantee constituting a material act of misconduct in connection with the performance of his or her duties, including, without limitation, misappropriation of funds or property of the Company Group other than the occasional, customary and de minimis use of the Company Group's property for personal purposes; (ii) commission by the grantee of any felony or a misdemeanor involving moral turpitude, deceit, dishonesty or fraud, or any conduct by the grantee that would reasonably be expected to result in material injury or reputational harm to the Company Group if he or she were retained in his or her position; (iii) continued non-performance by the grantee of his or her duties to the Company Group (other than by reason of the grantee's physical or mental illness, incapacity or disability) which has continued for more than 30 days following written notice of such non-performance from the Board or such grantee's immediate supervisor; (iv) a material violation by the Employee of the Company Group's written employment policies; or (v) failure to cooperate with a bona fide internal investigation or an investigation by regulatory or law enforcement authorities, after being instructed by the Company Group to cooperate, or the willful destruction or failure to preserve documents or other materials known to be relevant to such investigation or the willful inducement of others to fail to cooperate or to produce documents or other materials in connection with such investigation.
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Notwithstanding the foregoing, if a grantee is party to any employment agreement, offer letter or other agreement with any member of the Company Group that contains a different definition of "Cause", such other definition of "Cause" shall control.
"Change in Control" shall mean (i) the sale of all or substantially all of the assets of the Company on a consolidated basis to an unrelated person or entity, (ii) a sale of the Bank by the Company at a time when the Bank represents at least 50 percent of the assets of the Company, (iii) a merger, reorganization or consolidation pursuant to which the holders of the Company's outstanding voting power and outstanding stock immediately prior to such transaction do not own a majority of the outstanding voting power and outstanding stock or other equity interests of the resulting or successor entity (or its ultimate parent, if applicable) immediately upon completion of such transaction, (iv) the sale of all of the Stock of the Company to an unrelated person, entity or group thereof acting in concert, or (v) any other transaction in which the owners of the Company's outstanding voting power immediately prior to such transaction do not own at least a majority of the outstanding voting power of the Company or any successor entity immediately upon completion of the transaction other than as a result of the acquisition of securities directly from the Company. In addition to the foregoing, and not in limitation thereof, a Change in Control shall also be deemed to have occurred if, during any period of two consecutive years, individuals who constitute the Board at the beginning of such two-year period cease for any reason to constitute at least a majority of the Board, as the case may be; provided, however, that for purposes of this sentence, an individual shall be deemed to have been a director at the beginning of such period if such individual was elected, or nominated for election, by the Board, as the case may be, by a vote of at least two-thirds of the directors who were either directors at the beginning of the two-year period or were so elected or nominated by such directors. Notwithstanding the foregoing, in no extent shall a reorganization of the Company or the Bank solely within its corporate structure constitute a Change in Control for purposes of the Plan.
"Code" means the Internal Revenue Code of 1986, as amended, and any successor Code, and related rules, regulations and interpretations.
"Company Group" means the Company and each of its Affiliates, including the Bank.
"Dividend Equivalent Right" means an Award entitling the grantee to receive credits based on cash dividends that would have been paid on the shares of Stock specified in the Dividend Equivalent Right (or other award to which it relates) if such shares had been issued to and held by the grantee.
"Effective Date" means the date on which the Plan becomes effective as set forth in SECTION 19.
"Exchange Act" means the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder.
"Fair Market Value"of the Stock on any given date means the fair market value of the Stock determined in good faith by the Administrator; provided, however, that if the Stock is listed on the National Association of Securities Dealers Automated Quotation System ("NASDAQ"), NASDAQ Global Market, The New York Stock Exchange or another national securities exchange or traded on any established market, the determination shall be made by reference to market quotations. If there are no market quotations for such date, the determination shall be made by reference to the last date preceding such date for which there are market quotations.
"Good Reason"means, unless otherwise specified in an Award Certificate, that the grantee has complied with the "Good Reason Process" following, the occurrence of any of the following events: (i) a material diminution in the grantee's responsibilities, authority or duties; (ii) a material diminution in the grantee's base salary except for across-the-board salary reductions based on the Company Group's financial performance similarly affecting all or substantially all senior management employees of the Company Group; or (iii) a change in the geographic location at which the grantee provides services to the Company Group of more than 50 miles. "Good Reason Process" shall mean that (A) the grantee reasonably determines in good faith that a "Good Reason" condition has occurred; (B) the grantee notifies the Company Group in writing of the first occurrence of the Good Reason condition within 60 days of the first occurrence of such condition; (C) the grantee cooperates in good faith with the Company Group's efforts, for a period not less than 30 days following such notice (the "Cure Period"), to remedy the condition; (D) notwithstanding such efforts, the Good Reason condition continues to exist; and (E) the grantee terminates his or her
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employment within 60 days after the end of the Cure Period. Notwithstanding the foregoing, if a grantee is party to any employment agreement, offer letter or other agreement with any member of the Company Group that contains a different definition of "Good Reason," such other definition of "Good Reason" shall control.
"Incentive Stock Option" means any Stock Option designated and qualified as an "incentive stock option" as defined in Section 422 of the Code.
"Minimum Vesting Period" means the one-year period following the date of grant of an Award.
"Non-Employee Director" means a member of the Board who is not also an employee of the Company or any Subsidiary.
"Non-Qualified Stock Option" means any Stock Option that is not an Incentive Stock Option.
"Officer" means an executive officer of the Company that is subject to the reporting requirements of Section 16 of the Exchange Act.
"Option" or "Stock Option" means any option to purchase shares of Stock granted pursuant to Section 5.
"Restricted Shares" means the shares of Stock underlying a Restricted Stock Award that remain subject to a risk of forfeiture or the Company's right of repurchase.
"Restricted Stock Award" means an Award of Restricted Shares subject to such restrictions and conditions as the Administrator may determine at the time of grant.
"Restricted Stock Units" means an Award of stock units subject to such restrictions and conditions as the Administrator may determine at the time of grant.
"Returning Shares" means any shares of Stock underlying Awards under the Company's 2020 Equity Incentive Plan that are outstanding as of the Effective Date but are forfeited, canceled or otherwise terminated (other than by exercise) on or following the Effective Date.
"Sale Price" means the value as determined by the Administrator of the consideration payable, or otherwise to be received by shareholders, per share of Stock pursuant to a Change in Control.
"Section 409A" means Section 409A of the Code and the regulations and other guidance promulgated thereunder.
"Service Relationship" means any relationship as an employee, Non-Employee Director or other service provider of the Company or any Affiliate.
"Stock" means the Common Stock, par value $0.01 per share, of the Company, subject to adjustments pursuant to Section 11.
"Stock Appreciation Right" means an Award entitling the recipient to receive shares of Stock (or cash, to the extent explicitly provided for in the applicable Award Certificate) having a value equal to the excess of the Fair Market Value of the Stock on the date of exercise over the exercise price of the Stock Appreciation Right multiplied by the number of shares of Stock with respect to which the Stock Appreciation Right shall have been exercised.
"Subsidiary" means any corporation or other entity (other than the Company) in which the Company has at least a 50 percent interest, either directly or indirectly.
"Ten Percent Owner" means an employee who owns or is deemed to own (by reason of the attribution rules of Section 424(d) of the Code) more than 10 percent of the combined voting power of all classes of stock of the Company or any parent or subsidiary corporation.
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All decisions and interpretations of the Administrator shall be binding on all persons, including the Company and Plan grantees.
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Grantees under the Plan will be such employees, officers and Non-Employee Directors of the Company and its Affiliates as are selected from time to time by the Administrator in its sole discretion.
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Stock Options granted under the Plan may be either Incentive Stock Options or Non-Qualified Stock Options. Incentive Stock Options may be granted only to employees of the Company or any Subsidiary that is a "subsidiary corporation" within the meaning of Section424(f) of the Code. To the extent that any Option does not qualify as an Incentive Stock Option, it shall be deemed a Non-Qualified Stock Option.
Stock Options granted pursuant to this Section 5 shall be subject to the following terms and conditions and shall contain such additional terms and conditions, not inconsistent with the terms of the Plan, as the Administrator shall deem desirable, which may differ among individual Awards and grantees. If the Administrator so determines, Stock Options may be granted in lieu of cash compensation at the optionee's election, subject to such terms and conditions as the Administrator may establish.
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Payment instruments will be received subject to collection. The transfer to the optionee on the records of the Company or of the transfer agent of the shares of Stock to be purchased pursuant to the exercise of a Stock Option will be contingent upon receipt from the optionee (or a purchaser acting in his or her stead in accordance with the provisions of the Stock Option) by the Company of the full purchase price for such shares and the fulfillment of any other requirements contained in the Award Certificate or applicable provisions of laws (including the satisfaction of any withholding taxes that the Company is obligated to withhold with respect to the optionee). In the event an optionee chooses to pay the purchase price by previously-owned shares of Stock through the attestation method, the number of shares of Stock transferred to the optionee upon the exercise of the Stock Option shall be net of the number of attested shares. In the event that the Company establishes, for itself or using the services of a third party, an automated system for the exercise of Stock Options, such as a system using an internet website or interactive voice response, then the paperless exercise of Stock Options may be permitted through the use of such an automated system.
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Grant of Cash-Based Awards. The Administrator may grant Cash-Based Awards under the Plan. A Cash-Based Award is an Award that entitles the grantee to a cash-denominated. The Administrator shall determine the maximum duration of the Cash-Based Award, the amount of cash to which the Cash-Based Award pertains, the conditions upon which the Cash-Based Award shall become vested or payable, and such other provisions as the Administrator shall determine. The terms and conditions of each such Award shall be determined by the Administrator, and such terms and conditions may differ among individual Awards and grantees. Each Cash-Based Award shall specify a cash-denominated payment amount, formula or payment ranges as determined by the Administrator. Payment, if any, with respect to a Cash-Based Award shall be made in accordance with the terms of the Award and may be made in cash.
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Awards are intended to be exempt from Section 409A to the greatest extent possible and to otherwise comply with Section 409A. The Plan and all Awards shall be interpreted in accordance with such intent. To the extent that any Award is determined to constitute "nonqualified deferred compensation" within the meaning of Section 409A (a "409A Award"), the Award shall be subject to such additional rules and requirements as specified by the Administrator from time to time in order to comply with Section 409A. In this regard, if any amount under a 409A Award is payable upon a "separation from service" (within the meaning of Section 409A) to a grantee who is then considered a "specified employee" (within the meaning of Section 409A), then no such payment shall be made prior to the date that is the earlier of (i) six months and one day after the grantee's separation from service, or (ii) the
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grantee's death, but only to the extent such delay is necessary to prevent such payment from being subject to interest, penalties and/or additional tax imposed pursuant to Section 409A. Further, the settlement of any 409A Award may not be accelerated except to the extent permitted by Section 409A.
The Board may, at any time, amend or discontinue the Plan and the Administrator may, at any time, amend or cancel any outstanding Award for the purpose of satisfying changes in law or for any other lawful purpose, but no such action shall materially and adversely affect rights under any outstanding Award without the holder's consent. Except as provided in Section 11(a) or 11(b), without prior shareholder approval, in no event may the Administrator exercise its discretion to reduce the exercise price of outstanding Stock Options or Stock Appreciation Rights or effect repricing through cancellation and re-grants or cancellation of Stock Options or Stock Appreciation Rights in exchange for cash or other Awards. To the extent required under the rules of any securities exchange or market system on which the Stock is listed, to the extent determined by the Administrator to be required by the Code to ensure that Incentive Stock Options granted under the Plan are qualified under Section422 of the Code, Plan amendments shall be subject to approval by Company shareholders. Nothing in this Section 16 shall limit the Administrator's authority to take any action permitted pursuant to Section 11(a) or 11(b).
With respect to the portion of any Award that has not been exercised and any payments in cash, Stock or other consideration not received by a grantee, a grantee shall have no rights greater than those of a general creditor of the Company unless the Administrator shall otherwise expressly determine in connection with any Award or Awards. In its sole discretion, the Administrator may authorize the creation of trusts or other arrangements to meet the Company's obligations to deliver Stock or make payments with respect to Awards hereunder, provided that the existence of such trusts or other arrangements is consistent with the foregoing sentence.
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This Plan shall become effective upon shareholder approval in accordance with applicable state law, the Company's bylaws and articles of incorporation, and applicable stock exchange rules. No grants of Stock Options and other Awards may be made hereunder after the tenth anniversary of the Effective Date and no grants of Incentive Stock Options may be made hereunder after the tenth anniversary of the date the Plan is approved by the Board.
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This Plan and all Awards and actions taken thereunder shall be governed by, and construed in accordance with, the laws of the Massachusetts Business Corporation Act as to matters within the scope thereof, and as to all other matters shall be governed by and construed in accordance with the internal laws of the
DATE APPROVED BY BOARD OF DIRECTORS: MARCH 26, 2025
DATE APPROVED BY SHAREHOLDERS:
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Signature [PLEASE SIGN WITHIN BOX] Date Signature (Joint Owners) Date TO VOTE, |
V67259-P25747 PROXY THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS HarborOne Bancorp, Inc. The undersigned appoints |
Signature [PLEASE SIGN WITHIN BOX] Date Signature (Joint Owners) Date TO VOTE, |
V67261-P25747 ESOP and HarborOne 401(k) Plan Vote Authorization Form HarborOne Bancorp, Inc. The undersigned directs the trustee of the |
Attachments
Disclaimer
Proxy Statement (Form DEF 14A)
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