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PRUDENTIAL BANCORP, INC. 1834 West Oregon Avenue Philadelphia, Pennsylvania 19145 | |
![]() NOTICE OF ANNUAL MEETING OF SHAREHOLDERS ![]() | |
TIME | 11:00 a.m., Eastern Time, |
PLACE | Philadelphia, Pennsylvania |
ITEMS OF BUSINESS | (1)To elect three directors for a three-year term and one director for a two-year term and in each case until their successors are elected and qualified; (2)To adopt a non-binding resolution approving the compensation of our named executive officers; (3)To ratify the appointment of S.R. Snodgrass, the fiscal year ending September 30, We are not aware of any other such business. |
RECORD DATE | Holders of Prudential Bancorp common stock of record at the close of business on December |
ANNUAL REPORT | Our |
PROXY VOTING | It is important that your shares be represented and voted at the meeting. You are urged to vote your shares by completing and returning the proxy card sent to you. Most shareholders can also vote their shares over the Internet or by telephone. If Internet or telephone voting is available to you, voting instructions are printed on your proxy card or voting instruction form. You can revoke a proxy at any time prior to its exercise at the meeting by following the instructions in the accompanying proxy statement. |
BY ORDER OF THE BOARD OF DIRECTORS ![]() ![]() | |
Philadelphia, Pennsylvania |
TABLE OF CONTENTS | |
Page | |
About the Annual Meeting of Shareholders | 1 |
Information with Respect to Nominees for Director, Continuing Directors and Executive Officers | 3 |
Election of Directors (Proposal One) | 3 |
Members of the Board of Directors Continuing in Office | |
Committees and Meetings of the Board of Directors | |
Board Leadership Structure | |
Compensation Committee Interlocks and Insider Participation | 9 |
Director Nominations | 9 |
Executive Officers Who Are Not Also Directors | 10 |
Report of the Audit Committee | |
Management Compensation | 11 |
Compensation Discussion and Analysis | 11 |
Compensation Policies and Practices as They Relate to Management | 21 |
Report of the Compensation Committee | 22 |
Summary Compensation Table | |
| |
Employment and Change in Control Agreements | |
Potential Payments upon Termination of Employment or a Change in Control | 27 |
Benefit Plans | |
Related Party Transactions | |
Proposal to Adopt a Non-Binding Resolution Approving the Compensation of our Named Executive Officers (Proposal Two) | 33 |
Beneficial Ownership of Common Stock by Certain Beneficial Owners and Management | |
Section 16(a) Beneficial Ownership Reporting Compliance | |
Ratification of Appointment of Independent Registered Public Accounting Firm (Proposal | |
Audit Fees | |
Shareholder Proposals, Nominations and Communications with the Board of Directors | |
Annual Reports | |
Other Matters | |
MEETING DIRECTIONS | ||||
From Points North and East: | From Points West: | From Points South: | ||
Take I-76 West toward Camden/Philadelphia Take exit 349 PA 611 Turn right on Broad Street Turn left on West Oregon Avenue End at 1834 West Oregon Avenue | Take I-76 East/Schuykill Expressway East Take exit 347B Oregon/Passyunk Avenue Turn slight right on West Oregon Avenue End at 1834 West Oregon Avenue | Take I-95 North Take exit 13 PA 291, keep left to take PA 291 East ramp (Penrose Avenue) Turn left on South 20th Street Turn right on West Oregon Avenue End at 1834 West Oregon Avenue |
ABOUT THE ANNUAL MEETING OF SHAREHOLDERS |
elect three directors for a three-year term expiring in |
● | adopt a non-binding resolution approving the compensation of our named executive officers; and |
ratify the appointment of S.R. Snodgrass, |
● | First, you may complete and submit a new proxy card or vote over the Internet or by telephone before the annual meeting. Any earlier proxies will be revoked automatically. |
● | Second, you may send a written notice to our Corporate Secretary, Ms. Regina Wilson, Prudential Bancorp, Inc., 1834 West Oregon Avenue, Philadelphia, Pennsylvania 19145, in advance of the annual meeting stating that you would like to revoke your proxy. |
● | Third, you may attend the annual meeting and vote in person. Any earlier proxy will be revoked. However, attending the annual meeting without voting in person will not revoke your proxy. |
INFORMATION WITH RESPECT TO NOMINEES FOR DIRECTOR, CONTINUING DIRECTORS AND EXECUTIVE OFFICERS |
Name | Age and Position with Prudential Bancorp and Principal Occupation During the Past Five Years | Director Since | ||
Jerome R. Balka, Esq. | Director. General Counsel of Prudential Savings. Partner, Reger, Rizzo & Darnall LLP, a law firm, Philadelphia, Pennsylvania, since April 2015; previously partner at Balka & Balka, a law firm, Philadelphia, Pennsylvania. President of Constitution Abstract Co., Inc., a title insurance company, Philadelphia, Pennsylvania, from September 2009 to November 2012. Mr. Balka serves as Prudential Savings' solicitor and brings substantial legal expertise, particularly with respect to real estate transactions, to the Board of Directors. Age 86. | 2000 | ||
A. J. Fanelli | Director. Self-employed owner of a public accounting practice, Philadelphia, Pennsylvania. Mr. Fanelli brings substantial accounting knowledge to the Board of Directors as Chairman of the Audit Committee. Age 78. | 2005 | ||
Dennis Pollack | Director. Chairman of the Board, Presilient Worldwide, Denver, Colorado, an information technology managed backup and infrastructure service provider, since 2011. Director, SI Financial Group, Inc. Willimantic, Connecticut, and its wholly owned subsidiary, Savings Institute Bank and Trust Company, since February 2015; previously served as a director of TF Financial, Inc., Newtown, Pennsylvania, from January 2012 until October 2013; also served as Chief Operating Officer of Paulson & Co., New York, New York, a hedge fund, from 2003-2006 and as President and Chief Executive Officer of the Connecticut Bank of Commerce from 1997-2000 as well as The Savings Bank of Rockland County from 1989-1996. Mr. Pollack brings to the Board the benefit of his substantial experience as president, chief executive officer and director of community banking organizations as well as significant knowledge of community bank lending. Age 65. | 2014 | ||
Nominee for Director for Two-Year Term Expiring in 2018 | ||||
Bruce E. Miller | Director. President, Imaging Management Associates, operator of five magnetic resonance imaging centers located in Philadelphia, Pennsylvania and Chester and Delaware Counties, Pennsylvania since 2000. Mr. Miller brings significant business experience to the Board as a result of his successful operation of a number of small businesses as well as extensive knowledge of the local market area in which the Bank operates. Age 54. | 2013 | ||
Name | Directors Whose Terms Expire in 2017 Age and Position with Prudential Bancorp and Principal Occupation During the Past Five Years | Director Since | ||
Joseph R. Corrato | Director. President of Prudential Bancorp and Prudential Savings since July 1, 2015 and President and Chief Executive Officer of Prudential Bancorp and Prudential Savings since October 1, 2015; previously, Executive Vice President and Chief Financial Officer of Prudential Bancorp Mr. Corrato brings the benefit to the Board of Directors of both his extensive financial knowledge as well as his significant management expertise developed through his service with Prudential Savings | 2011 | ||
Francis V. Mulcahy | Director. Residential real estate appraiser and broker, Media, Pennsylvania. Mr. Mulcahy brings substantial knowledge of the local real estate market to the Board of Directors. Age | 2005 |
Name | Directors Whose Terms Expire in 2018 Age and Position with Prudential Bancorp and Principal Occupation During the Past Five Years | |||
Director Since | ||||
John C. Hosier | Director. Commercial Lines Account Executive with Montgomery Insurance Services, Inc., Media, Pennsylvania since 1986, and Commercial Lines Manager of its affiliate, Allman and Company, Inc., Fort Washington, Pennsylvania since 2007, two full-service insurance agencies. Mr. Hosier brings significant commercial business experience as well as knowledge of the local insurance market to the Board of Directors. Age | 2009 |
Directors | Nominating and Corporate Governance | Compensation | Audit | |||
A. J. Fanelli | ** | * | ||||
John C. Hosier | * | * | * | |||
Bruce E. Miller | * | * | * | |||
Francis V. Mulcahy | * | ** | * | |||
Dennis Pollack | * |
Name | Fees Earned or Paid in Cash | Stock Awards(1) | Option Awards(1) | All Other Compensation(2) | Total | |||||||||||||||
Jerome R. Balka, Esq. | $ | 39,400 | $ | 122,300 | $ | 137,400 | $ | 38,863 | $ | 337,963 | ||||||||||
A. J. Fanelli | 69,200 | 122,300 | 137,400 | -- | 328,900 | |||||||||||||||
John C. Hosier | 61,900 | 122,300 | 137,400 | -- | 321,600 | |||||||||||||||
Bruce E. Miller | 60,100 | 122,300 | 137,400 | -- | 319,800 | |||||||||||||||
Francis V. Mulcahy | 67,600 | 122,300 | 137,400 | -- | 327,300 | |||||||||||||||
Dennis Pollack | 39,550 | 122,300 | 137,400 | -- | 299,250 |
Name | Fees Earned or Paid in Cash | Stock Awards(1) | Option Awards(1) | All Other Compensation(2) | Total | |||||||||||||||
Jerome R. Balka, Esq. | $ | 39,479 | $ | -- | $ | -- | $ | 117,745 | $ | 157,224 | ||||||||||
A. J. Fanelli | 55,100 | -- | -- | -- | 55,100 | |||||||||||||||
John C. Hosier | 51,000 | 40,984 | 44,522 | -- | 136,506 | |||||||||||||||
Bruce E. Miller | 35,400 | 40,991 | 44,522 | -- | 120,913 | |||||||||||||||
Francis V. Mulcahy | 51,900 | -- | -- | -- | 51,900 | |||||||||||||||
Joseph W. Packer, Jr.(3) | 38,443 | -- | -- | 30,474 | 68,917 |
(1) | Represents the aggregate grant date fair value |
Name | Unvested RRP | RRP Post Exchange | Outstanding Options | Options Post Exchange | |||||||||||||
Jerome R. Balka, Esq. | 2,261 | 2,134 | 28,268 | 26,690 | |||||||||||||
A. J. Fanelli | 2,261 | 2,134 | 28,268 | 26,690 | |||||||||||||
John C. Hosier | 7,912 | 7,470 | 28,268 | 26,690 | |||||||||||||
Bruce E. Miller | 5,654 | 5,338 | 14,134 | 13,345 | |||||||||||||
Francis V. Mulcahy | 2,261 | 2,134 | 28,268 | 26,690 | |||||||||||||
Joseph W. Packer, Jr. | 2,261 | 2,134 | 28,268 | 26,690 |
(2) | Represents for Mr. Balka the Bank. |
ensuring that the Board of Directors, as a whole, is diverse by considering: |
o | individuals with various and relevant career experience; |
o | relevant technical skills; |
o | industry knowledge and experience; |
o | financial expertise (including expertise that could qualify a director as a |
o | local or community ties; and |
minimum individual qualifications, including: |
o | strength of character; |
o | mature judgment; |
o | familiarity with our business and industry; |
o | independence of thought; and |
o | an ability to work collegially. |
Name | Age and Principal Occupation During the Past Five Years | |
Jeffrey T. Hanuscin | Vice President and Controller of Prudential Bancorp since June 2013 and Prudential Savings | |
Anthony V. Migliorino | Executive Vice President and Chief Operating Officer of Prudential Savings since September 2015; from July 2015 until September 2015 served as Senior Vice President-Retail Business Development Officer. From September 2000 to September 2014, Mr. Migliorino served in various positions at Sterling National Bank, New York, New York, including Senior Vice President of Branch Banking. Prior to 2000, Mr. Migliorino served as a senior officer at several financial institutions including Stissing National Bank, Pine Plains, New York and Savings Bank of Rockland County, Spring Valley, New York. | |
Jack E. Rothkopf | Senior Vice President, Chief Financial Officer and Treasurer of Prudential Bancorp | |
Douglas J.R. Smith | Senior Vice President and Chief Lending Officer of Prudential Savings since August 2015; previously served as Executive Vice President and Chief Credit Officer of Noah Bank, Elkins Park, Pennsylvania from June 2011 until January 2015; prior to June 2011, served as Executive Vice President and Chief Credit Officer, Royal Bank America, Narberth, Pennsylvania, from December 2007 until June 2011; prior thereto served as Senior Vice President-Chief Lending Officer of First Penn Bank, Philadelphia, Pennsylvania, from November 2005 until December 2007; between 1981 and 2005, served either as the Chief Lending Officer or Chief Credit Officer at several insured depository institutions. Age 68. |
REPORT OF THE AUDIT COMMITTEE |
MANAGEMENT COMPENSATION |
● | annual base salary, |
● | annual cash bonuses, |
● | periodic grants of stock options and restricted stock awards, and |
other forms of compensation as approved by the Board of Directors, as appropriate, consisting principally of participation in employee tax-qualified retirement plans including a defined benefit retirement plan, a profit-sharing plan and employee stock ownership plan, and, medical, dental, life and related insurance programs. |
● | Salaries; |
● | Annual cash bonus awards; |
● | Long-term incentive compensation consisting of a mixture of stock options and restricted stock awards; and |
● | Certain other benefits. |
1st Constitution Bancorp | Fox Chase Bancorp, Inc. |
Alliance Bancorp, Inc. of Pennsylvania | Greene County Bancorp, Inc. (MHC) |
Bancorp of New Jersey, Inc. | Harleysville Savings Financial Corporation |
BCS Bancorp, Inc. | Malvern Bancorp, Inc. |
Carver Bancorp, Inc. | Mid Penn Bancorp ,Inc. |
CC FNB Bancorp, Inc. | Norwood Financial Corp. |
Citizens Financial Services, Inc. | Parke Bancorp , Inc. |
Colonial Financial Services, Inc. | Polonia Bancorp, Inc. |
DNB Financial Corporation | QNB Bancorp, Inc. |
Dimeco, Inc. | Republic First Bancorp, Inc. |
Embassy Bancorp, Inc. | Stewardship Financial Corporation |
ENB Financial Corp. | TF Financial Corporation |
Fidelity D&D Bancorp, Inc. | Two River Bancorp |
First Keystone Corporation | Unity Bancorp, Inc. |
● | the financial condition and results of operations of the Company; |
● | individual performance of the executive; |
● | internal review of the executive's compensation, both individually and relative to other officers; |
● | Peer and market data; and |
● | qualifications and experience of the officer. |
Name and Principal Position | Fiscal Year | Salary | Bonus(1) | Stock Awards(2) | Option Awards(2) | Change in Pension Value and Nonqualified Deferred Compensation Earnings(3) | All Other Compensation(4) | Total | ||||||||||||||||||||||||
Joseph R. Corrato(5) President and Chief Executive Officer | 2015 2014 2013 | $ | 235,382 213,632 207,409 | $ | -- 13,923 12,656 | $ | 366,900 -- 29,000 | $ | 343,500 -- 42,525 | $ | 202,000 144,000 -- | $ | 65,471 76,641 77,563 | (6) | $ | 1,213,253 448,196 369,153 | ||||||||||||||||
Jeffrey T. Hanuscin Vice President/Controller | 2015 2014 2013 | (7) | 120,120 114,583 36,667 | -- 3,000 839 | 61,150 -- 37,674 | 50,380 -- 35,982 | 15,000 4,000 -- | 11,978 100 -- | 258,628 121,683 111,162 | |||||||||||||||||||||||
Jack E. Rothkopf(5) Senior Vice President, Chief Financial Officer and Treasurer | 2015 2014 2013 | 160,681 151,477 121,876 | -- 4,986 4,389 | 183,450 -- 15,950 | 229,000 -- 19,688 | 46,000 31,000 2,000 | 16,491 9,541 5,884 | 635,622 197,004 169,786 | ||||||||||||||||||||||||
Salvatore Fratanduono(8) Senior Vice President and Chief Lending Officer | 2015 2014 2013 | 127,462 159,271 144,089 | -- 8,065 6,893 | 183,450 -- 15,950 | (9) | 229,000 -- 19,688 | (9) | 134,000 99,000 -- | 40,051 10,563 5,951 | (10) | 713,963 276,899 192,571 | |||||||||||||||||||||
Thomas A. Vento(5) Chairman | 2015 2014 2013 | 315,842 343,105 333,111 | -- 22,361 20,326 | 733,800 -- 45,711 | 503,800 -- 63,999 | 286,000 1,000 -- | 69,993 80,459 83,611 | (6) | 1,909,435 446,925 546,758 |
Name and Principal Position | Fiscal Year | Salary | Bonus(1) | Stock Awards(2) | Option Awards(2) | All Other Compensation(3) | Total | |||||||||||||||||||||
Thomas A. Vento Chairman, President and Chief Executive Officer | 2013 2012 | $ | 333,111 311,319 | $ | 20,326 19,507 | $ | 45,711 -- | $ | 63,999 -- | $ | 71,851 72,233 | (4) | $ | 534,998 403,059 | ||||||||||||||
Joseph R. Corrato Executive Vice President and Chief Financial Officer | 2013 2012 | 207,409 193,841 | 12,656 12,146 | 29,000 -- | 42,525 -- | 59,613 69,220 | (4) | 351,203 275,207 | ||||||||||||||||||||
Salvatore Fratanduono Senior Vice President and Chief Lending Officer | 2013 2012 | 144,089 122,079 | 6,893 5,842 | 15,950 -- | 19,688 -- | 5,951 3,902 | 192,570 131,823 |
(1) | Represents bonuses earned in each fiscal |
(2) | Reflects the grant date fair value in accordance with FASB ASC Topic 718 for awards of restricted stock and stock options that were granted during the fiscal |
(3) | Represents the sum of the actuarial change in pension value in plan years 2012, 2013 and 2014 for Messrs. Vento, Corrato, Hanuscin, Rothkopf and Fratanduono pursuant to their participation in the Defined Benefit Plan, a multiple employer tax-qualified defined benefit plan. The amounts were substantially larger in fiscal 2014 due to the adoption of the new mortality table (RP-2014). In fiscal 2013, Messrs. Corrato, Fratanduono and Vento experienced declines in the present value of accrued benefits of $72,000, $38,000 and $162,000, respectively. |
(4) | Includes the fair market value on December |
Effective July 1, 2015, Mr. Corrato was appointed President of the Company and Prudential Savings and subsequently on October 1, 2015, he was appointed as Chief Executive Officer of the Company and Prudential Savings. The appointment of Mr. Corrato reflected the implementation of the Company's succession plan in connection with the transition of Mr. Vento, the then Chairman, President and Chief Executive Officer, to retirement. Mr. Vento served as Chairman, President and Chief Executive Officer of the Company and Prudential Savings Bank until July 1, 2015, at which time he retired from his position as President. He subsequently retired from his position as Chief Executive Officer on September 30, 2015, remaining as the Chairman of the Board of the boards of directors of both the Company and Prudential Savings Bank until December 2015, when he fully retired from the boards of both the Company and the Bank. In connection with Mr. Corrato's appointment as President, Mr. Rothkopf was appointed as the Company's and Prudential Savings' Chief Financial Officer, effective July 1, 2015. |
(6) | Includes for each of Messrs. Vento and Corrato an aggregate of |
(7) | Mr. Hanuscin joined Prudential Savings in May 2013. |
(8) | Mr. Fratanduono resigned, effective as of July 1, 2015; he served as a consultant to Prudential Savings from July 1, 2015 until November 2015. |
(9) | As a result of Mr. Fratanduono's resignation, the restricted stock and stock options awarded him in fiscal 2015 were forfeited. |
(10) | Includes consulting fees totaling $22,500 paid to Mr. Fratanduono for the period of July 1, 2015 through September 30, 2015. |
Name | Grant Date | All Other Stock Awards: Number of Shares of Stock or Units(1) | All Other Option Awards: Number of Securities Underlying Options(2) | Exercise or Base Price of Option Awards(3) | Grant Date Fair Value of Stock and Option Awards(4) | |||||||||||||
Joseph R. Corrato | 2/18/2015 | 30,000 | -- | $ | -- | $ | 366,900 | |||||||||||
2/18/2015 | -- | 75,000 | 12.23 | 343,500 | ||||||||||||||
Jeffrey T. Hanuscin | 2/18/2015 | 5,000 | -- | -- | 61,150 | |||||||||||||
2/18/2015 | -- | 11,000 | 12.23 | 50,380 | ||||||||||||||
Jack E. Rothkopf | 2/18/2015 | 15,000 | -- | -- | 183,450 | |||||||||||||
2/18/2015 | -- | 50,000 | 12.23 | 229,000 | ||||||||||||||
Salvatore Fratanduono(5) | 2/18/2015 | 15,000 | -- | -- | 183,450 | |||||||||||||
2/18/2015 | -- | 50,000 | 12.23 | 229,000 | ||||||||||||||
Thomas A. Vento | 2/18/2015 | 60,000 | -- | -- | 733,800 | |||||||||||||
2/18/2015 | -- | 110,000 | 12.23 | 503,800 |
(1) | The restricted stock granted February 18, 2015 vests at the rate of 20% per year, starting February 18, 2016. |
(2) | The stock options granted vest at the rate of 20% per year, starting February 18, 2016. |
(3) | Based upon the fair market value of a share of Company common stock on the date of grant. |
(4) | The fair value of the restricted stock and/or stock options granted is computed in accordance with FASB ASC Topic 718. |
(5) | Mr. Fratanduono resigned, effective July 1, 2015. In accordance with the terms of the 2014 SIP pursuant to which the grants were made, all of the restricted stock and stock options granted to him on February 18, 2015 were forfeited. |
Stock Awards(1) | |||||||||||||||||||||
Option Awards(1) | Market Value | ||||||||||||||||||||
Number of Securities | Number of | of Shares or | |||||||||||||||||||
Underlying Unexercised | Option | Shares or Units | Units of Stock | ||||||||||||||||||
Options | Exercise | Expiration | of Stock That | That Have | |||||||||||||||||
Name | Exercisable | Unexercisable | Price | Date | Have Not Vested | Not Vested(2) | |||||||||||||||
Joseph R. Corrato | 53,382 5,098 -- | (3) (4) | -- 7,648 75,000 | (5) | $ | 11.84 7.68 12.23 | 1/5/2019 1/5/2023 2/18/2025 | 2,266 30,000 | (4) (5) | $ | 32,653 432,300 | ||||||||||
Jeffrey T. Hanuscin | 4,068 -- | (6) | 6,103 11,000 | (4)(5) | 9.66 12.23 | 6/19/2023 2/18/2025 | 2,210 5,000 | (6) (5) | 31,846 72,050 | ||||||||||||
Jack E. Rothkopf | 18,683 2,360 -- | (3) (4) | -- 3,541 50,000 | (5) | 11.84 7.68 12.23 | 1/5/2019 1/5/2023 2/18/2025 | 1,247 15,000 | (4) (5) | 17,969 216,150 | ||||||||||||
Salvatore Fratanduono(6) | 21,353 2,360 | (3) (4) | -- -- | 11.84 7.68 | 1/1/2016(7) 1/1/2016(7) | ||||||||||||||||
Thomas A. Vento | 106,764 7,672 -- | (3) (4) | -- 11,511 110,000 | 11.84 7.68 12.23 | 1/5/2019 1/5/2023 2/18/2025 | 3,573 60,000 | (4) (5) | 51,487 864,600 |
(1) |
(2) | Calculated by multiplying the closing market price per share of our common stock on September 30, |
(3) | Granted pursuant to our 2008 |
(4) | Granted pursuant to our 2008 |
(5) | Granted pursuant to our 2014 SIP and vest at a rate of 20% per year commencing on February 18, 2016. |
(6) | Mr. Fratanduono resigned effective July 1, 2015; all unvested restricted stock and stock options outstanding as of such date granted to him were forfeited. |
(7) | Mr. Fratanduono had six months from the effective date of his resignation to exercise the vested options. |
Stock Awards | ||||||||
Name | Number of Shares Acquired On Vesting(1) | Value Realized On Vesting(2) | ||||||
Joseph R. Corrato | 755 | $ | 9,264 | |||||
Jeffrey T. Hanuscin | 736 | 10,620 | ||||||
Jack E. Rothkopf | 415 | 5,092 | ||||||
Salvatore Fratanduono | 415 | 5,092 | ||||||
Thomas A. Vento | 1,190 | 14,601 |
(1) | Does not reflect the sale or withholding of shares to satisfy income tax withholding obligations. |
(2) | Based upon the fair market value of a share of Company common stock on the date of exercise or vesting. Value is calculated by multiplying the number of shares of Company common stock that vested by the fair market value on the date of vesting. |
Payments and Benefits | Voluntary Termination | Termination for Cause | Involuntary Termination Without Cause or Termination by the Executive for Good Reason Absent a Change in Control | Change in Control With Termination of Employment | Death or Disability (j) | Retirement | ||||||||||||||||||
Severance payments and benefits: (a) | ||||||||||||||||||||||||
Cash severance (b) | $ | -- | $ | -- | $ | 416,210 | $ | 624,315 | $ | -- | $ | -- | ||||||||||||
Medical and other insurance benefits (c) | -- | -- | 61,403 | 92,105 | -- | -- | ||||||||||||||||||
Automobile expenses (d) | -- | -- | 10,804 | 16,206 | -- | -- | ||||||||||||||||||
§280G cut-back (e) | -- | -- | -- | (187,943 | ) | -- | -- | |||||||||||||||||
Equity awards: (f) | ||||||||||||||||||||||||
Unvested stock options (g) | -- | -- | -- | 214,971 | 214,971 | -- | ||||||||||||||||||
Unvested restricted stock awards (h) | -- | -- | -- | 464,963 | 464,963 | -- | ||||||||||||||||||
Total payments and benefits (i) | $ | -- | $ | -- | $ | 488,417 | $ | 1,224,617 | $ | 679,924 | $ | -- |
Payments and Benefits | Voluntary Termination | Termination for Cause | Involuntary Termination Without Cause or Termination by the Executive for Good Reason Absent a Change in Control | Change in Control With Termination of Employment | Death or Disability (j) | Retirement | ||||||||||||||||||
Severance payments and benefits: (a) | ||||||||||||||||||||||||
Cash severance (b) | $ | -- | $ | -- | $ | 252,581 | $ | 252,581 | $ | -- | $ | -- | ||||||||||||
Medical and other insurance benefits (c) | -- | -- | 1,533 | 1,533 | -- | -- | ||||||||||||||||||
Automobile expenses (d) | -- | -- | -- | -- | -- | |||||||||||||||||||
§280G cut-back (e) | -- | -- | -- | -- | -- | |||||||||||||||||||
Equity awards: (f) | ||||||||||||||||||||||||
Unvested stock options (g) | -- | -- | -- | 132,831 | 132,831 | -- | ||||||||||||||||||
Unvested restricted stock awards (h) | -- | -- | -- | 234,119 | 234,119 | -- | ||||||||||||||||||
Total payments and benefits (i) | $ | -- | $ | -- | $_ 254,114 | $ | 621,064 | $ | 366,950 | $ | -- |
Payments and Benefits | Voluntary Termination | Termination for Cause | Involuntary Termination Without Cause or Termination by the Executive for Good Reason Absent a Change in Control | Change in Control With Termination of Employment | Death or Disability (j) | Retirement | ||||||||||||||||||
Severance payments and benefits: (a) | ||||||||||||||||||||||||
Cash severance (b) | $ | -- | $ | -- | $ | -- | $ | 108,555 | $ | -- | $ | -- | ||||||||||||
Medical and other insurance benefits (c) | -- | -- | -- | 10,536 | -- | -- | ||||||||||||||||||
Automobile expenses (d) | -- | -- | -- | -- | -- | -- | ||||||||||||||||||
§280G tax cut back (e) | -- | -- | -- | -- | -- | -- | ||||||||||||||||||
Equity awards: (f) | ||||||||||||||||||||||||
Unvested stock options (g) | -- | -- | -- | 49,430 | 49,430 | -- | ||||||||||||||||||
Unvested restricted stock awards (h) | -- | -- | -- | 103,896 | 103,896 | -- | ||||||||||||||||||
Total payments and benefits (i) | $ | -- | $ | -- | $ | -- | $ | 272,417 | $ | 153,326 | $ | -- |
(a) | These severance payments and benefits are payable if the employment of Mr. Corrato or Mr. Rothkopf is terminated prior to a change in control either (i) by the Bank for any reason other than cause, disability, retirement or death or (ii) by Mr. Corrato or Mr. Rothkopf if the Bank takes certain adverse actions (a "good reason" termination). The severance payments and benefits are also payable if an executive's employment is terminated concurrently with or following a change in control if the termination of employment occurs during the term of Mr. Corrato's or Mr. Rothkopf's employment agreement or during the term of Mr. Hanuscin's severance agreement. |
(b) | If the employment of Mr. Corrato or Mr. Rothkopf is terminated prior to a change in control, represents a lump sum payment equal to two times the average of the executive's base salary and cash bonus received by the executive (excluding any deferred amounts) during the five calendar years preceding the year in which the date of termination occurs. In the change in control column, represents a lump sum payment equal to three times for Mr. Corrato (two times for Mr. Rothkopf and one time for Mr. Hanuscin) the average of the executive's base salary and cash bonus received by the executive (excluding any deferred amounts) during the five calendar years preceding the year in which the date of termination occurs. |
(c) | If the employment of Mr. Corrato or Mr. Rothkopf is terminated prior to a change in control, represents the estimated present value cost of providing continued medical, dental, vision, life and accidental death and disability coverage to Messrs. Corrato and Rothkopf for an assumed additional 24 months at no cost to the executives. In the change in control column, represents the estimated present value cost of providing continued medical, dental, vision, life and accidental death and disability coverage for 36 months for Mr. Corrato (24 months for Mr. Rothkopf and 12 months for Mr. Hanuscin) at no cost to the executives. The estimated costs assume the current insurance premiums with no increase in the annual premium costs. The amounts have not been discounted to present value. |
(d) | Represents a lump sum cash payment equal to the estimated costs of paying automobile related expenses Mr. Corrato for an assumed 24 months (36 months if his employment is terminated concurrently with or following change in control), based on the amounts paid in calendar 2014. |
(e) | If the parachute amounts associated with the payments and benefits to Messrs. Corrato, Rothkopf and Hanuscin in the change in control column equal or exceed three times the executive's average taxable income for the five calendar years immediately preceding the year in which the change in control occurs, such payments and benefits in the event of a change of control will be reduced by the minimum amount necessary so that they do not trigger the 20% excise tax imposed by Sections 280G and 4999 of the Internal Revenue Code. Based on the assumptions made, Mr. Corrato's severance payments and benefits would |
(f) | The vested stock options held by Messrs. Corrato, Rothkopf and Hanuscin had a value of approximately $171,501, $63,898 and $19,323, respectively, based on the September 30, 2015 closing price of $14.41 per share. Such value can be obtained in the event of termination due to voluntary termination, death, disability, retirement or cause only if the executive actually exercises the vested options in the manner provided for by the relevant option plan and subsequently sells the shares received for $14.41 per share. In the event of a termination of employment, each executive (or his or her estate in the event of death) will have the right to exercise vested stock options for the period specified in his or her option grant agreement. If the termination of employment occurs following a change in control, each executive can exercise the vested stock options for the remainder of the original ten-year term of the option. |
(g) | Represents the value of the unvested stock options held by Messrs. Corrato, Rothkopf and Hanuscin that had an exercise price below the September 30, 2015 closing price of $14.41 per share, based on the difference between the September 30, 2015 closing price and the per share exercise price of the unvested stock options. All unvested stock options will become fully vested upon an executive's death, disability or upon a change in control. |
(h) | Represents the value of the unvested restricted stock awards held by Messrs. Corrato, Rothkopf and Hanuscin based on the September 30, 2015 closing price of $14.41 per share, excluding accumulated cash dividends, if any, on the unvested shares for each of the executives. All unvested restricted stock awards will become fully vested upon an executive's death or disability or upon a change in control. |
(i) | Does not include the value of the vested benefits to be paid under our tax-qualified defined benefit pension plan, 401(k) plan and ESOP. See the pension benefits table under "-Benefit Plans – Retirement Plan" below. The ESOP provides that it will terminate upon a change in control, with the value of the unallocated ESOP shares held in the suspense account to first be used to repay the outstanding balance of the ESOP loan and with any remaining balance in the suspense account to then be allocated among the ESOP participants on a pro rata basis. The above tables do not include any additional ESOP allocations that would be made upon a termination of the ESOP. Also does not include the value of vested stock options set forth in Note (f) above, earned but unpaid salary, accrued but unused vacation leave and reimbursable expenses. |
(j) | If the employment of Mr. Corrato, Mr. Rothkopf or Mr. Hanuscin had terminated at September 30, 2015 due to death, his or her beneficiaries or estate would have received life insurance proceeds of approximately $551,264, $389,900 and $290,240, respectively. If the employment of Mr. Corrato, Mr. Rothkopf or Mr. Hanuscin had terminated at September 30, 2015 due to disability, they would have received disability benefits under our disability policy of $260,000, $260,000 and $241,000, respectively. |
Name | Plan Name | Number of Years Credited Service | Present Value of Accumulated Benefit(2) | Payments During Last Fiscal Year | ||||||||||
Joseph R. Corrato | Financial Institutions Retirement Fund(1) | 30 | $ | 1,005,000 | $ | -- | ||||||||
Jeffrey T. Hanuscin | Financial Institutions Retirement Fund(1) | 1 | 19,000 | -- | ||||||||||
Jack E. Rothkopf | Financial Institutions Retirement Fund(1) | 9 | 147,000 | -- | ||||||||||
Salvatore Fratanduono(3) | Financial Institutions Retirement Fund(1) | 30 | 600,000 | -- | ||||||||||
Thomas A. Vento(4) | Financial Institutions Retirement Fund(1) | 57 | �� | 1,941,000 | -- |
Largest Principal | Amounts Paid | ||||||||||||||||||||||||||||||||
Amount | Amount | During Year | |||||||||||||||||||||||||||||||
Year ended | Outstanding | Outstanding at | Interest | ||||||||||||||||||||||||||||||
Name | |||||||||||||||||||||||||||||||||
September 30, | During Year | ||||||||||||||||||||||||||||||||
Year-End | Principal | Interest | Rate | ||||||||||||||||||||||||||||||
Joseph R. Corrato | $ | $ | $ | $ | % | ||||||||||||||||||||||||||||
John C. Hosier | 3.125 3.125 | ||||||||||||||||||||||||||||||||
Jack E. Rothkopf | 2014 | ||||||||||||||||||||||||||||||||
178,870 | 169,140 174,081 | 3.125 3.125 |
PROPOSAL TO ADOPT A NON-BINDING RESOLUTION TO APPROVE THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS (PROPOSAL TWO) |
BENEFICIAL OWNERSHIP OF COMMON STOCK BY CERTAIN BENEFICIAL OWNERS AND MANAGEMENT |
Name of Beneficial Owner or Number of Persons in Group | Amount and Nature of Beneficial Ownership as of December 20, 2013(1) | Percent of Common Stock(2) | Amount and Nature of Beneficial Ownership as of December 18, 2015(1) | Percent of Common Stock(2) | ||||||||||||
Prudential Savings Bank Employee Stock Ownership Plan 1834 West Oregon Avenue Philadelphia, Pennsylvania 19145 | 604,138 | (3) | 6.3 | % | 697,270 | (3) | 8.3 | % | ||||||||
EJF Capital LLC 2107 Wilson Boulevard, Suite 410 Arlington, Virginia 22201 | 500,000 | (4) | 6.0 | % | ||||||||||||
Firefly Value Partners, LP 601 West 26th Street Suite 1520 New York, New York 10001 | 475,250 | (5) | 5.7 | % | ||||||||||||
Warren A. Mackey 40 Worth Street, 10th Floor New York, New York 10013 | 689,633 | (4) | 7.2 | % | 871,204 | (6) | 10.4 | % | ||||||||
Maltese Capital Management LLC 150 East 52nd Street 30th Floor New York, New York 10022 | 484,900 | (7) | 5.8 | % | ||||||||||||
Lawrence B. Seidman 100 Misty Lane, 1st Floor Parsippany, New Jersey 07054 | 702,598 | (8) | 8.4 | % | ||||||||||||
Directors: | ||||||||||||||||
Jerome R. Balka, Esq. | 53,567 | (5)(6) | * | 58,933 | (9)(10) | * | ||||||||||
Joseph R. Corrato | 93,091 | (5)(7) | 1.0 | % | 130,219 | (9)(11) | 1.5 | % | ||||||||
A. J. Fanelli | 41,169 | (5)(8) | * | 51,171 | (9)(12) | * | ||||||||||
John C. Hosier | 29,964 | (5)(9) | * | 48,211 | (9)(13) | * | ||||||||||
Bruce E. Miller | 14,279 | (5) | * | 36,750 | (9) | * | ||||||||||
Francis V. Mulcahy | 45,029 | (5)(10) | * | 55,031 | (9)(14) | * | ||||||||||
Thomas A. Vento. | 187,570 | (5)(11) | 1.9 | % | ||||||||||||
Other Named Executive Officer: | ||||||||||||||||
Salvatore Fratanduono | 37,514 | (5)(12) | * | |||||||||||||
All Directors and Executive Officers as a group (10 persons) | 537,954 | (5) | 5.5 | % | ||||||||||||
Dennis Pollack | 29,798 | (9)(15) | * | |||||||||||||
Other Named Executive Officers (16): | ||||||||||||||||
Jack E. Rothkopf | 13,329 | (9)(17) | * | |||||||||||||
Jeffrey T. Hanuscin | 50,934 | (9)(18) | * | |||||||||||||
All Directors and Executive Officers as a group (11 persons) | 475,467 | (7) | 5.5 | % |
(1) | Based upon filings made pursuant to the Securities Exchange Act of 1934 and information furnished by the respective individuals. In addition, due to share repurchases by the Company, the ownership percentages reflected in the filings may differ from the percentages reflected in the table above. Furthermore, share ownership reflected on Schedules 13D and 13G may differ from what is actually held by the reporting persons as of the voting record date due to changes in ownership which were not required to be reported prior to the voting record date. Under regulations promulgated pursuant to the Securities Exchange Act of 1934, shares of common stock are deemed to be beneficially owned by a person if he or she directly or indirectly has or shares (i) voting power, which includes the power to vote or to direct the voting of the shares, or (ii) investment power, which includes the power to dispose or to direct the disposition of the shares. Unless otherwise indicated, the named beneficial owner has sole voting and dispositive power with respect to the shares. |
(2) | Each beneficial |
(3) | As of December participants. |
(4) | Based on a Schedule |
(5) | Based on a Schedule 13G/A filed with the Securities and Exchange Commission on February 17, 2015 by Firefly Value Partners, LP ("Firefly Partners"), FBP GP, LLC ("FVPGP"), Firefly Management Company GP, LLC ("Firefly Management"), FVP Master Fund, L.P. ("FVP MasterFund"), Ryan Heslop and Ariel Warszawski. Firefly Partners is the investment manager of FVP Master Fund; FVP GP serves as the general partner of FVP Master Fund; and Firefly Management serves as general partner of Firefly Partners. Messrs. Heslop and Warszawski are the managing members of FVP GP and Firefly Management. FVP Master Fund directly owns the shares set forth in the Schedule 13G/A. Messrs. Heslop and Warszawski, Firefly Partners, Firefly Management and FVP GP may be deemed to share with FVP Master Fund both voting and dispositive power with respect to such shares. |
(6) | Based on a Schedule 13D/A filed with the Securities and Exchange Commission on February 12, 2014 by Warren A. Mackey, Homestead Partners LP, a Delaware limited partnership, Arles Partners LP, a New York limited partnership, and Arles Advisors Inc., a New York corporation. Arles Advisors is the general partner of Homestead Partners and Arles Partners. The sole shareholder, director and executive officer of Arles Advisors is Warren A. Mackey. By virtue of his position with Arles Advisors, Mr. Mackey has the shared investment discretion and voting authority with respect to the |
(7) | Based on a Schedule 13G filed with the Securities and Exchange Commission on February 12, 2015 by Maltese Capital Management LLC ("Maltese Capital') and Terry Maltese, the managing member of Maltese Capital. Maltese Capital and Mr. Maltese may be deemed to share both voting and dispositive power with respect to the shares reported in the Schedule 13G. |
(8) | Based on a Schedule 13D/A filed on August 17, 2015 by Lawrence B. Seidman, Seidman and Associates L.L.C. ("SAL"), Seidman Investment Partnership, L.P. ("SIP"), Seidman Investment Partnership II, L.P. ("SIPII"), Seidman Investment Partnership III, L.P. ("SIPIII"), LSBK06-08 ("LSBK"), Broad Park Investors ("Broad Park"), CBPS, L.L.C. ("CBPS"), JRBC I, LLC ("JRBC"), 2514 Multi-Strategy Fund, L.P. ("2514 MSF"), Veteri Place Corporation ("Veteri"), Sonia Seidman and Dennis Pollack (collectively, the "Seidman Group") as well as a Form 4 filed by Mr. Pollack on June 3, 2015. Mr. Seidman (i) as the manager of SAL, may be deemed the beneficial owner of the 139,347 shares owned by SAL, (ii) as the sole officer of Veteri, the corporate general partner of each of SIP and SIPII, may be deemed the beneficial owner of the 93,972 shares owned by SIP and the 130,619 shares owned by SIPII, (iii) as the managing member of JBRC I, LLC, the co-general partner of SIPIII, may be deemed the beneficial owner of the 18,000 shares owned by SIPIII, (iv) as the sole officer of Veteri, the Trading Advisor of LSBK and CBPS, may be deemed the beneficial owner of the 59,426 shares owned by LSBK and the 70,000 shares owned by CBPS, (v) as the investment manager for each of Broad Park and 2514 MSF, may be deemed the beneficial owner of the 87,800 shares owned by Broad Park and the 27,000 shares owned by 2514 MSF, and (vi) as the husband of Sonia Seidman, may be deemed the beneficial owner of the 46,636 shares owned by Sonia Seidman. Accordingly, Seidman may be deemed the beneficial owner of an aggregate of 672,800 shares. In the foregoing capacities, Seidman has sole and exclusive investment discretion and voting authority with respect to all such shares. Mr. Pollack individually has the sole investment discretion and voting authority with regard to the 29,798 shares owned thereby included in the amount shown in the table. |
Includes shares held in trust by Prudential |
Name | Restricted Stock | Stock Options | ||||||
Jerome R. Balka, Esq. | 10,000 | 22,690 | ||||||
Joseph R. Corrato | 32,266 | 61,029 | ||||||
A.J. Fanelli | 10,000 | 26,690 | ||||||
John C. Hosier | 13,203 | 21,352 | ||||||
Bruce E. Miller | 13,204 | 13,345 | ||||||
Francis V. Mulcahy | 10,000 | 26,690 | ||||||
Dennis Pollack | 10,000 | -- | ||||||
Jack E. Rothkopf | 16,247 | 22,223 | ||||||
Jeffrey T. Hanuscin | 7,210 | 4,068 | ||||||
All directors and executive officers as a group (11 persons) | 122,130 | 202,087 |
Name | RRP Shares | Stock Options | |||||||
Jerome R. Balka, Esq. | 2,134 | 26,690 | |||||||
Joseph R. Corrato | 8,308 | 55,931 | |||||||
A.J. Fanelli | 2,134 | 26,690 | |||||||
John C. Hosier | 7,470 | 13,345 | |||||||
Bruce E. Miller | 5,338 | 2,669 | |||||||
Francis V. Mulcahy | 2,134 | 26,690 | |||||||
Thomas A. Vento | 14,450 | 110,600 | |||||||
Salvatore Fratanduono | 3,682 | 22,533 | |||||||
All directors and executive officers as a group (10 persons) | 53,014 | 305,012 |
Includes 4,721 shares held in Mr. |
Includes |
Includes 3,304 shares held jointly with Mr. |
Includes |
Includes 2,000 shares held jointly with Mr. |
Includes |
(16) | Excludes Messrs. Vento and |
(17) | Includes 637 shares (units and 944 shares allocated to Mr. |
Includes authority. |
RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM (PROPOSAL |
Year Ended September 30, | Year Ended September 30, | |||||||||||||||
2013 | 2012 | 2015 | 2014 | |||||||||||||
Audit fees (1) | $ | 166,362 | $ | 108,532 | $ | 169,858 | $ | 161,257 | ||||||||
Audit-related fees | -- | -- | -- | -- | ||||||||||||
Tax fees (2) | 24,897 | 19,666 | 22,770 | 24,564 | ||||||||||||
All other fees | -- | -- | -- | -- | ||||||||||||
Total | $ | 191,259 | $ | 128,198 | $ | 192,628 | $ | 185,821 |
(1) | Audit fees consist of fees incurred in connection with the audit of our annual financial statements and the review of the interim financial statements included in our quarterly reports filed with the Securities and Exchange Commission, as well as work generally only the independent auditor can reasonably be expected to provide, such as statutory audits, consents and assistance with and review of documents filed with the Securities and Exchange Commission. |
(2) | Tax fees consist of compliance fees for the preparation of tax returns during fiscal |
SHAREHOLDER PROPOSALS, NOMINATIONS AND COMMUNICATIONS WITH THE BOARD OF DIRECTORS |
ANNUAL REPORTS |
OTHER MATTERS |