The Company’s diversity is demonstrated throughout the organization, including by the members of the Executive Management team. Of our nine executives, fivefour are women, one of whom is a member of an underrepresented minority group. Overall, Blue Foundry Bank’s staff is 61%64% female and 39%36% male. In addition,keeping with the Board’s commitment to further diversify, the Board of Directorsrecently appointed Elizabeth Jobes resulting in a board that currently includes twothree women, and theone of whom is a member of an underrepresented minority group. The Board has made it a continuing priority to further expand its diversity.
Further information related to Blue Foundry Bank’s support of its communities through volunteerism and philanthropic activities can be found in the ‘In the News’ section of Blue Foundry Bank’s website.
All directors and do not, incorporate the contents of our websites by reference into this proxy statement or the accompanying materials. DELINQUENT SECTION 16(A) REPORTS
Our executive officers and directors and beneficial owners of greater than 10% of the outstanding shares of common stock are required to file reports with the Securities and Exchange Commission disclosing beneficial ownership and changes in beneficial ownership of our common stock. Securities and Exchange Commission rules require disclosure if an executive officer, director or 10% beneficial owner fails to file these reports onas a timely basis. Based solely on its review of copies of the reports the Company has received and written representations provided to it from the individuals required to file Section 16(a) reports, the Company believes that each individual who, at any time during the fiscal year ended December 31, 2021, served as an executive officer or director of the Company has complied with applicable reporting requirements for transactions in Company common stock during the fiscal year ended December 31, 2021, except for Mirella Lang and Jason Goldberg who due to administrative oversights failed to timely file one Form 4 and one Form 3, respectively, to report one transaction in the Company’s stock. We believe that no other executive officer, director or 10% beneficial owner of our shares of common stock failed to file ownership reports on a timely basis.group (17 persons)
CODE OF ETHICS FOR SENIOR OFFICERS
Blue Foundry Bancorp has adopted a Code of Ethics for Senior Officers that applies to Blue Foundry Bancorp’s principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions. The Code of Ethics for Senior Officers is available on our website at www.bluefoundrybank.com andcan be accessed by clicking “Investor Relations” and then “Governance—Governance Documents.” Amendments to and waivers from the Code of Ethics for Senior Officers will also be disclosed on our website.
ATTENDANCE AT ANNUAL MEETINGS OF STOCKHOLDERS
Blue Foundry Bancorp does not have a written policy regarding director attendance at annual meetings of stockholders, although directors are expected to attend these meetings absent unavoidable scheduling conflicts. We anticipate that all of our directors will attend the 2022 Annual Meeting of Stockholders, which is our first annual meeting of stockholders.
| | | | | | | | | | Blue Foundry Bancorp | 2022 Proxy Statement
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| | | | | | | 4.16 | % |
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| | | Proposal I: Election of Directors | | Less than 1%. |
| (1) | COMMUNICATIONS WITH THE BOARD OF DIRECTORS
Any stockholder who wishes to contact our Board of Directors or an individual director may do so by writing to: Blue Foundry Bancorp, 19 Park Avenue, Rutherford, New Jersey 07070, Attention: Board of Directors. The letter should indicate that the sender is a stockholder and, if shares are not held of record, should include appropriate evidence of stock ownership. Communications are reviewed by the Corporate Secretary and are then distributed to the Board of Directors or the individual director, as appropriate, depending on the facts and circumstances outlined in the communications received. The Corporate Secretary may attempt to handle an inquiry directly (for example, where it is a request for information about Blue Foundry Bancorp or it is a stock-related matter). The Corporate Secretary has the authority not to forward a communication if it is primarily commercial in nature, relates to an improper or irrelevant topic, or is unduly hostile, threatening, illegal or otherwise inappropriate. At each Board of Directors meeting, the Corporate Secretary shall present a summary of all relevant communications received since the last meeting that were not forwarded and make those communications available to the Directors on request.
MEETINGS AND COMMITTEES OF THE BOARD OF DIRECTORS
The business of Blue Foundry Bancorp is conducted at regular and special meetings of the Board of Directors and its committees. In addition, the “independent” members of the Board of Directors (as defined in the listing standards of the NASDAQ Stock Market) meet in executive sessions. The standing committees of the Board of Directors of Blue Foundry Bancorp are the Audit Committee, Compensation Committee, the Nominating and Corporate Governance Committee, and the Enterprise Risk Management Committee.
The Board of Directors of Blue Foundry Bancorp held eightregular meetings and twospecial meetings during the year ended December 31, 2021. The Board of Directors of Blue Foundry Bank held twelve regular meetings during the year ended December 31, 2021. No member of the Board of Directors or any committee thereof attended fewer than 75% of the aggregate of: (i) the total number of meetings of the Board of Directors (held during the period for which he or she has been a director); and (ii) the total number of meetings held by all committees on which he or she served (during the periods that he or she served).
Audit Committee. The Audit Committee consists of Directors Ely, Grimbilas, Kinzler and Lang. Mr. Ely serves as Chair of the Audit Committee. Each member of the Audit Committee is “independent” as defined in our Nominating and Corporate Governance Committee Charter. The Board of Directors has determined that Mr. Ely qualifies as an “audit committee financial expert” as that term is used in the rules and regulations of the Securities and Exchange Commission.
Our Board of Directors has adopted a written charter for the Audit Committee, which is available on our website at www.bluefoundrybank.com and can be accessed by clicking “Investor Relations” and then “Governance—Governance Documents.” As more fully described in the Audit Committee Charter, the Audit Committee reviews the financial records and affairs of Blue Foundry Bancorp and monitors adherence in accounting and financial reporting to accounting principles generally accepted in the United States of America. The Audit Committee met 9 times during the year ended December 31, 2021.
Compensation Committee. The Compensation Committee consists of Directors Grimbilas, Ely, Goldstein, Letsche and Shaw. Mr. Goldstein serves as Chair of the Compensation Committee. No member of the Compensation Committee is a current or former officer or employee of Blue Foundry Bancorp or Blue Foundry Bank. The Compensation Committee met 4 times during the year ended December 31, 2021.
With regard to compensation matters, the Compensation Committee’s primary purposes are to discharge the Board’s responsibilities relating to the compensation of the Chief Executive Officer and other executive officers, to oversee Blue Foundry Bancorp’s compensation and incentive plans, policies and programs, and to oversee Blue Foundry Bancorp’s management development and succession plans for executive officers. Blue Foundry Bancorp’s Chief Executive Officer will not be present during any committee deliberations or voting with respect to his compensation. The Compensation Committee may form and delegate authority and duties to subcommittees as it deems appropriate.
During the year ended December 31, 2021, the Compensation Committee utilized the assistance of Pearl Meyer, compensation consultant, to review Board and executive compensation.
The Compensation Committee operates under a written charter which is available on our website at www.bluefoundrybank.com and can be accessed by clicking “Investor Relations” and then “Governance—Governance Documents.” This charter sets forth the responsibilities of the Compensation Committee and reflects the Compensation Committee’s commitment to create a compensation structure that encourages the achievement of long-range objectives and builds long-term value for our stockholders.
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| | | | | | | | Proposal I: Election of Directors | |
The Compensation Committee considers a number of factors in its decisions regarding executive compensation, including, but not limited to, the level of responsibility and performance of the individual executive officers, the overall performance of Blue Foundry Bancorp and a peer group analysis of other financial institutions. In order to identify the appropriate compensation level necessary to attract and retain the talent to build the institution, we consulted with our compensation consultant in developing our peer group. Our peer group is comprised of institutions of similar complexity, within the tri-state geographic area, having approximately $400 million in equity and an asset size of approximately $3 billion.
Our executive compensation program is designed to:
Attract and retain talented employees in leadership positions by recognizing the importance of these individuals to Blue Foundry Bancorp.
Support our strategic performance objectives. Our goal is to provide executive officers with a total compensation package competitive with the market and industry in which we operate, and to promote the long-term goals and performance of Blue Foundry Bancorp. With this in mind, we implemented a new, formal annual incentive plan in 2020 that pays cash awards to the executive officers based on certain performance metrics without encouraging them to take unnecessary risks. By doing this, we align the interests of management with those of our stockholders.
For 2021, the salary increases for executive officers were very modest with more compensation moving under the annual incentive plan. As previously mentioned, the Committee engaged Pearl Meyer in 2021 to review executive compensation.
If stockholders approve our 2022 Equity Incentive Plan, we intend to incorporate long term equity awards into the overall compensation package of our executive officers. We believe long term equity awards further align the interest of management with those of our stockholders.
Nominating and Corporate Governance Committee. The Nominating and Corporate Governance Committee consists of Directors Grimbilas, Goldstein, Letsche and Shaw with Mr. Shaw serving as Chair. The Nominating and Corporate Governance Committee met twice during the year ended December 31, 2021.
The Nominating and Corporate Governance Committee operates under a written charter which is available on our website at www.bluefoundrybank.com and can be accessed by clicking “Investor Relations” and then “Governance—Governance Documents.”
As more fully described in its charter, the Nominating and Corporate Governance Committee assists the Board of Directors in identifying qualified individuals to serve as Board members, in determining the composition of the Board of Directors and its committees, in developing, recommending and overseeing a process to assess Board effectiveness and in developing and recommending the Company’s corporate governance guidelines. The Nominating and Corporate Governance Committee also considers and recommends the nominees for director to stand for election at the Company’s annual meeting of stockholders.
NOMINATING AND CORPORATE GOVERNANCE COMMITTEE PROCEDURES
It is the policy of the Nominating and Corporate Governance Committee of the Board of Directors to consider director candidates recommended by stockholders who appear to be qualified to serve on the Board of Directors. The Nominating and Corporate Governance Committee may choose not to consider an unsolicited recommendation if no vacancy exists on the Board of Directors and the Nominating and Corporate Governance Committee does not perceive a need to increase the size of the Board of Directors. To avoid the unnecessary use of the Nominating and Corporate Governance Committee’s resources, the Nominating and Corporate Governance Committee will consider only those director candidates recommended in accordance with the procedures set forth below.
Rule Diversity Considerations. The Board of Directors does not have a formal policy or specific guidelines regarding diversity among board members. However, the Board of Directors seeks members who represent a mix of backgrounds that will reflect the diversity of our stockholders, employees, and customers, and experiences that will enhance the quality of the Board of Directors’ deliberations and decisions. As the holding company for a community-oriented bank, the Board of Directors also seeks directors who can continue to strengthen Blue Foundry Bank’s position in its community and can assist Blue Foundry Bank with business development through business and other community contacts. The Board of Directors is committed to continuing to diversify the composition of the Board. | | | | | | | | | | Blue Foundry Bancorp | 2022 Proxy Statement
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| | | Proposal I: Election of Directors | | |
Process for Identifying and Evaluating Nominees; Director Qualifications. The Board of Directors considers the following criteria in evaluating and selecting candidates for nomination:
| • | | Contribution to Board—Blue Foundry Bancorp endeavors to maintain a Board of Directors that possesses a wide range of abilities. Thus, the Board of Directors will assess the extent to which the candidate would contribute to the range of talent, skill and expertise appropriate for the Board of Directors. The Board of Directors will also take into consideration the number of public company boards of directors, other than Blue Foundry Bancorp’s, and committees thereof, on which the candidate serves. The Board of Directors will consider carefully the time commitments of any candidate who would concurrently serve on the boards of directors of more than two public companies other than Blue Foundry Bancorp.
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| • | | Experience—Blue Foundry Bancorp is the holding company of Blue Foundry Bank, an insured depository institution. Because of the complex and heavily regulated nature of Blue Foundry Bancorp’s business, the Board of Directors will consider a candidate’s relevant financial, regulatory and business experience and skills, including the candidate’s knowledge of the banking and financial services industries, familiarity with the operations of public companies and ability to read and understand fundamental financial statements, as well as real estate and legal experience.
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| • | | Familiarity with and Participation in Local Community—Blue Foundry Bancorp is a community-oriented organization that serves the needs of local consumers and businesses. In connection with the local character of Blue Foundry Bancorp’s business, the Board of Directors will consider a candidate’s familiarity with Blue Foundry Bancorp’s market area (or a portion thereof), including without limitation the candidate’s contacts with and knowledge of local businesses operating in Blue Foundry Bancorp’s market area, knowledge of the local real estate markets and real estate professionals, experience with local governments and agencies and political activities, and participation in local business, civic, charitable or religious organizations.
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| • | | Integrity—Due to the nature of the financial services provided by Blue Foundry Bancorp and its subsidiary, Blue Foundry Bancorp is in a special position of trust with respect to its customers. Accordingly, the integrity of the Board of Directors is of utmost importance to developing and maintaining customer relationships. In connection with upholding that trust, the Board of Directors will consider a candidate’s personal and professional integrity, honesty and reputation, including, without limitation, whether a candidate or any entity controlled by the candidate is or has in the past been subject to any regulatory orders, involved in any regulatory or legal action, or been accused or convicted of a violation of law, even if such issue would not result in disqualification for service under Blue Foundry Bancorp’s Bylaws.
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| • | | Stockholder Interests and Dedication—A basic responsibility of directors is the exercise of their business judgment to act in what they reasonably believe to be in the best long-term interests of Blue Foundry Bancorp and its stockholders. In connection with such obligation, the Board of Directors will consider a candidate’s ability to represent the best long-term interests of Blue Foundry Bancorp and its stockholders, including past service with Blue Foundry Bancorp or Blue Foundry Bank and contributions to their operations, the candidate’s experience or involvement with other local financial services companies, the potential for conflicts of interests with the candidate’s other pursuits, and the candidate’s ability to devote sufficient time and energy to diligently perform his or her duties, including the candidate’s ability to personally attend board and committee meetings.
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| • | | Independence—The Board of Directors will consider the absence or presence of material relationships between a candidate and Blue Foundry Bancorp (including those set forth in applicable listing standards) that might impact objectivity and independence of thought and judgment. In addition, the Board of Directors will consider the candidate’s ability to serve on any Board committees that are subject to additional regulatory requirements (e.g. Securities and Exchange Commission regulations and applicable listing standards). If Blue Foundry Bancorp should adopt independence standards other than those set forth in the NASDAQ Stock Market listing standards, the Board of Directors will consider the candidate’s potential independence under such other standards.
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| • | | Gender and Ethnic Diversity—Blue Foundry Bancorp understands the importance and value of diversity, including gender, ethnicity, and other status, on a board of directors and will consider highly qualified candidates and their demographic backgrounds, including women and individuals from minority groups, to include in the pool from which candidates are chosen. The Board of Directors is committed to continuing to diversify the composition of the Board.
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| • | | Additional Factors—The Board of Directors will also consider any other factors it deems relevant to a candidate’s nomination, including the extent to which the candidate helps the Board of Directors reflect the diversity of Blue Foundry Bancorp’s stockholders, employees, customers and communities. The Board of Directors also may consider the current composition and size of the Board of Directors, the balance of management and independent directors, and the need for audit committee expertise.
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| | | | | | | | Proposal I: Election of Directors | |
The Board of Directors identifies nominees by first evaluating the current members of the Board of Directors willing to continue in service, including the current members’ board and committee meeting attendance and performance, length of board service, experience and contributions, and independence. Current members of the Board of Directors with skills and experience that are relevant to Blue Foundry Bancorp’s business and who are willing to continue in service are considered for re-nomination,13d-3 balancing the value of continuity of service by existing members of the Board of Directors with that of obtaining a new perspective. If there is a vacancy on the Board of Directors because any member of the Board of Directors does not wish to continue in service or if the Board of Directors decides not to re-nominate a member for re-election, the Board of Directors would determine the desired skills and experience of a new nominee (including a review of the skills set forth above), may solicit suggestions for director candidates from all board members and may engage in other search activities.
The Board of Directors may consider qualified candidates for director suggested by our stockholders. Stockholders can suggest qualified candidates for director by writing to our Corporate Secretary at 19 Park Avenue, Rutherford, New Jersey 07070. The Board of Directors has adopted a procedure by which stockholders may recommend nominees to the Board of Directors. Stockholders who wish to recommend a nominee must write to Blue Foundry Bancorp’s Corporate Secretary and such communication must include:
A statement that the writer is a stockholder and is proposing a candidate for consideration by the Board of Directors;
The name and address of the stockholder as they appear on Blue Foundry Bancorp’s books, and of the beneficial owner, if any, on whose behalf the nomination is made;
The class or series and number of shares of Blue Foundry Bancorp’s capital stock that are owned beneficially or of record by such stockholder and such beneficial owner;
A description of all arrangements or understandings between such stockholder and each proposed nominee and any other person or persons (including their names) pursuant to which the nomination(s) are to be made by such stockholder;
A representation that such stockholder intends to appear in person or by proxy at the meeting to nominate the nominee named in the stockholder’s notice;
The name, age, personal and business address of the candidate and the principal occupation or employment of the candidate;
The candidate’s written consent to serve as a director;
A statement of the candidate’s business and educational experience and all other information relating to such person that would indicate such person’s qualification to serve on Blue Foundry Bancorp’s Board of Directors; and
Such other information regarding the candidate or the stockholder as would be required to be included in Blue Foundry Bancorp’s proxy statement pursuant to Securities and Exchange Commission Regulation 14A.
To be timely, the submission of a candidate for director by a stockholder must be received by the Corporate Secretary at least 120 days prior to the anniversary date of the proxy statement relating to the preceding year’s annual meeting of stockholders. If the date of the annual meeting is advanced more than 30 days prior to or delayed more than 60 days after the anniversary of the preceding year’s annual meeting, a stockholder’s submission of a candidate shall be timely if delivered or mailed to and received by the Corporate Secretary of Blue Foundry Bancorp no later than the 10th day following the day on which public disclosure (by press release issued through a nationally recognized news service, a document filed with the Securities and Exchange Commission, or on a website maintained by Blue Foundry Bancorp) of the date of the annual meeting is first made.
Submissions that are received and that satisfy the above requirements are forwarded to the Board of Directors for further review and consideration, using the same criteria to evaluate the candidate as it uses for evaluating other candidates that it considers.
There is a difference between the recommendations of nominees by stockholders pursuant to this policy and a formal nomination (whether by proxy solicitation or in person at a meeting) by a stockholder. Stockholders have certain rights under applicable law with respect to nominations, and any such nominations must comply with applicable law and provisions of the Bylaws of Blue Foundry Bancorp. See “Stockholder Proposals and Nominations.”
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| | | Proposal I: Election of Directors | | |
AUDIT COMMITTEE REPORT
The Audit Committee has issued a report that states as follows:
We have reviewed and discussed with management our audited consolidated financial statements for the year ended December 31, 2021.
We have discussed with the independent registered public accounting firm the matters required to be discussed by the applicable requirements of the Public Company Accounting Oversight Board Auditing Standard.
We have received the written disclosures and the letter from the independent registered public accounting firm required by PCAOB Rule 3526, “Communication with Audit Committees Concerning Independence,” and have discussed with the independent registered public accounting firm their independence.
Based on the review and discussions referred to above, the Audit Committee recommended to the Board of Directors that the audited consolidated financial statements be included in our Annual Report on Form 10-K for the year ended December 31, 2021 for filing with the Securities and Exchange Commission.
This report shall not be deemed incorporated by reference by any general statement incorporating by reference this proxy statement into any filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, excepta person or entity is deemed to be the extent thatbeneficial owner, for purposes of this table, of any shares of Blue Foundry Bancorp specifically incorporates this informationcommon stock if they have shared voting or investment power with respect to such common stock or has a right to acquire beneficial ownership at any time within 60 days from March 21, 2023. As used herein, “voting power” is the power to vote or direct the voting of shares and “investment power” is the power to dispose or direct the disposition of shares. Except as otherwise noted, ownership is direct and the named individuals and group exercise sole voting and investment power over the shares of Blue Foundry Bancorp common stock.
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| (2) | Based on a total of 27,707,019 shares of common stock outstanding as of March 21, 2023. |
| | | | Blue Foundry Bancorp | 2023 Proxy Statement | | 10 |
Proxy Statement | (3) | As disclosed in Schedule 13G filed with the SEC on February 10, 2023. |
| (4) | As disclosed in Schedule 13G filed with the SEC on February 9, 2023. |
| (5) | As disclosed in Schedule 13G filed with the SEC on February 1, 2023. |
| (6) | As disclosed in Schedule 13G filed with the SEC on February 13, 2023. |
| (7) | Includes 34,882 shares held in an individual retirement account, 8,500 shares held in our 401(k) Plan, 4,320 shares allocated under the Blue Foundry Bank’s ESOP, 114,090 unvested restricted stock awards and 114,090 unvested performance awards. |
| (8) | Includes 8,202 shares held in individual retirement accounts. |
| (9) | Includes 10,366 shares held in an individual retirement account. |
| (10) | Includes 7,500 shares held in an individual retirement account and 27,887 shares held in a 401(k) Plan. |
| (11) | Includes 40,000 shares held in an individual retirement account. |
| (12) | Includes 14,238 shares held in an individual retirement account, 9,100 shares held by reference,his spouse’s individual retirement account and shall not otherwise be deemed filed116 shares held as custodian for his child. |
| (13) | Includes 1,500 shares held in an individual retirement account. |
| (14) | Includes 35,000 unvested restricted stock awards and 35,000 unvested performance awards. |
| (15) | Includes 17,500 shares held in our 401(k) Plan, 4,320 shares allocated under such Acts.the Blue Foundry Bank’s ESOP, 20,000 unvested restricted stock awards and 20,000 unvested performance awards. |
| (16) | Includes 20,000 unvested restricted stock awards and 20,000 unvested performance awards. |
| | | | Blue Foundry Bancorp | 2023 Proxy Statement | | 11 |
| | | | |  | | Election of Directors | | |
Our Board of Directors is comprised of nine members. Our Bylaws provide that directors are divided into three classes, with one class of directors elected annually. Two directors have been nominated for election at the annual meeting to serve for a three-year period and until their respective successors shall have been elected and qualified. The Board of Directors has nominated J. Christopher Ely and Robert T. Goldstein to serve as directors for three-year terms. Each nominee is currently an independent director of Blue Foundry Bancorp. The following sets forth certain information regarding the Board’s nominees, the other current members of our Board of Directors, and executive officers who are not directors, including the terms of office of board members. Shares represented by properly executed WHITE proxies will be voted in favor of these persons unless contrary instructions are provided. If a nominee is unable to serve, the shares represented by all such proxies will be voted for the election of such substitute as the Board of Directors may determine. At this time, the Board of Directors knows of no reason why any of the nominees might be unable to serve, if elected. Except as indicated herein, there are no arrangements or understandings between any nominee or continuing director and any other person pursuant to which such nominee or continuing director was selected. Age information is as of December 31, 2022, and term as a director includes service with Blue Foundry Bank. Your Board of Directors unanimously recommends that you vote FOR the election of J. Christopher Ely and Robert T. Goldstein, who are independent directors and the nominees of the Board. Your Board of Directors strongly opposes the Seidman Group’s proxy solicitation and urges you (A) not to vote for the Seidman Group nominees (Jennifer Corrou and Raymond J. Vanaria) on the enclosed WHITE universal proxy card, and (B) not sign or return any blue proxy card sent to you by the Seidman Group. Even voting to WITHHOLD a vote on the Seidman Group nominees by signing and returning the blue proxy card could invalidate any vote a shareholder may want to make FOR the nominees recommended by your Board. Shareholders wanting to support the nominees recommended by the Board, J. Christopher Ely and Robert T. Goldstein, should sign and return the WHITE proxy card. With respect to directors and nominees, the biographies contain information regarding the person’s business experience and the experiences, qualifications, attributes or skills that caused the Board of Directors to determine that the person should serve as a director. Each director of Blue Foundry Bancorp is also a director of Blue Foundry Bank. | | | | Blue Foundry Bancorp | 2023 Proxy Statement | | 12 |
Proposal 1: Election of Directors DIRECTOR INFORMATION | | | | | | | | | | | | | | | | | | | | | | | | | | NESCI | | KINZLER | | LANG | | ELY | | GOLDSTEIN | | GRIMBILAS | | SHAW | | LETSCHE | | JOBES | Demographics | | | | | | | | | | | | | | | | | | | | | Age | | | | 50 | | 64 | | 44 | | 66 | | 60 | | 69 | | 57 | | 70 | | 56 | Gender | | | | M | | M | | F | | M | | M | | M | | M | | F | | F | Tenure (years) | | | | 4 | | 11 | | 3 | | 26 | | 8 | | 26 | | 13 | | 8 | | 0 | | | | | | | | | | | | | Skills | | Description | | | | | | | | | | | | | | | | | | | Finance & Accounting | | Experience in finance, accounting, or audit | | ✓ | | ✓ | | ✓ | | ✓ | | ✓ | | ✓ | | ✓ | | | | ✓ | Financial Services | | Experience in financial services, capital markets, investment banking | | ✓ | | ✓ | | ✓ | | ✓ | | ✓ | | ✓ | | ✓ | | | | | Innovation, Technology, and Cyber | | Experience with information technology, cyber security, or digital technology | | ✓ | | ✓ | | | | | | | | | | ✓ | | | | | Market Knowledge | | Knowledge of the markets we serve, including commercial real estate and small business | | ✓ | | ✓ | | | | ✓ | | ✓ | | ✓ | | ✓ | | ✓ | | | Executive Experience / Leadership | | Experience as an executive or leader of a public or private organization | | ✓ | | ✓ | | ✓ | | ✓ | | ✓ | | ✓ | | ✓ | | ✓ | | ✓ | Risk | | Experience with risk management | | ✓ | | ✓ | | ✓ | | | | | | ✓ | | ✓ | | | | ✓ | ESG Matters | | Experience with ESG matters | | ✓ | | | | ✓ | | | | | | | | ✓ | | | | ✓ | Legal, Regulatory, or Compliance | | Experience with legal, regulatory, or compliance related matters | | ✓ | | ✓ | | | | ✓ | | ✓ | | ✓ | | ✓ | | | | ✓ | Human Capital Management | | Experience with human resources matters including diversity, equity, and inclusion | | ✓ | | ✓ | | ✓ | | ✓ | | ✓ | | ✓ | | ✓ | | ✓ | | ✓ | Philanthropic/ Charitable | | Community involvement or engagement with non-profit organizations | | ✓ | | ✓ | | ✓ | | ✓ | | | | ✓ | | ✓ | | ✓ | | ✓ |
DIRECTORS The Board of Directors currently consists of nine (9) members and is divided into three classes, with one class of directors elected each year. The following table states our directors’ names, their ages as of December 31, 2022, the years when they began serving as directors of Blue Foundry Bank and the years when their current terms expire. | | | | Blue Foundry Bancorp | 2023 Proxy Statement | | 13 |
Proposal 1: Election of Directors | | | | | | | | | | | | | | | | Name | | Position(s) Held With Blue Foundry Bancorp and Blue Foundry Bank | | Age | | | Director Since | | | Current Term Expires | | J. Christopher Ely | | Vice Chairman | | | 66 | | | | 1997 | | | | 2023 | | Robert T. Goldstein | | Director | | | 60 | | | | 2015 | | | | 2023 | | Kenneth Grimbilas | | Chairman of the Board | | | 69 | | | | 1997 | | | | 2024 | | Jonathan M. Shaw | | Director | | | 57 | | | | 2010 | | | | 2024 | | Margaret Letsche | | Director | | | 70 | | | | 2015 | | | | 2024 | | James D. Nesci | | President, Chief Executive Officer and Director | | | 50 | | | | 2019 | | | | 2025 | | Patrick H. Kinzler | | Director | | | 64 | | | | 2012 | | | | 2025 | | Mirella Lang | | Director | | | 44 | | | | 2020 | | | | 2025 | | Elizabeth Varki Jobes | | Director | | | 56 | | | | 2023 | | | | 2025 | |
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Proposal 1: Election of Directors The nominees for director are: | | | | | | J. Christopher Ely | | | 
This report has been provided by the Audit Committee:AGE: 66
DIRECTOR SINCE: 1997 POSITION: Vice Chairman | | J. Christopher Ely (Chair)has been a Director of Blue Foundry Bank for over 25 years. Mr. Ely, a licensed real estate agent, is President of One Madison Management Corp., a real estate management and consulting firm that serves the needs of residential, commercial and industrial property owners in Northern New Jersey. He received a Bachelor of Science degree in Business Administration/Accounting from Montclair State College, began his career with Price Waterhouse and Co. and earned his Certified Public Accounting license. He serves as an Assistant Treasurer for the Glen Ridge Congregational Church. Mr. Ely chairs the Audit Committees of both the Company and Blue Foundry Bank. | | Mr. Ely provides the Board of Directors with extensive knowledge of accounting, real estate and small business management matters. |
| | | | | | Robert T. Goldstein | | | 
AGE: 60 DIRECTOR SINCE: 2015 POSITION: Director | | Robert T. Goldstein currently serves as Director of Business Development at Astorino Financial Group, Inc. having previously been an Investment Advisory Representative at the firm. Prior to those positions, he was the President and Owner of R.J. Goldstein & Associates, Inc., an employee benefits consulting and brokerage firm, which he sold to World Insurance Associates, LLC (WIA) in 2017. He remains a Principal at WIA. Mr. Goldstein received his Bachelor of Science in Mathematics from Fairfield University. He also has received his Fellowship certificate from the National Association of Corporate Directors. | | Mr. Goldstein offers a valuable perspective and experience with respect to human capital and employee benefits matters as well as with respect to developing a successful business. |
| | |  | | OUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT THE COMPANY’S SHAREHOLDERS VOTE “FOR” THE ELECTION OF EACH OF THE COMPANY’S NOMINEES FOR DIRECTOR. |
The following directors have terms ending at the 2024 Annual Meeting of Shareholders: | | | | | | Kenneth Grimbilas | | | 
AGE: 69 DIRECTOR SINCE: 1997 POSITION: Chairman of the Board | | Kenneth Grimbilas is the Chairman of Blue Foundry Bank Board of Directors and has served as a Director for over 20 years. Mr. Grimbilas is the Chief Executive Officer of Tornqvist, Inc., a boutique fabrication and machine shop that has served many clients in the pharmaceuticals, government, transportation, aerospace, entertainment, and consumer goods industries. In addition, Mr. Grimbilas has been a member of the board of the Chilton Memorial Hospital Foundation, now Chilton Medical Center, part of Atlantic Health. | | Mr. Grimbilas’ success in developing and sustaining a manufacturing business in New Jersey provides the Board of Directors with knowledge of business and operational matters as well as the Northeastern New Jersey market area. |
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Proposal 1: Election of Directors | | | | | | Margaret Letsche | | | 
AGE: 70 DIRECTOR SINCE: 2015 POSITION: Director | | Margaret Letsche is retired from her position as the Executive Director of 55 Kip Center, a non-profit community center for older adults. Ms. Letsche earned an Associate Degree in Business Management from Morris County Community College and a Bachelor’s degree in Psychology from Felician College. She holds professional certifications from Rutgers in Continued Education and Professional Development. She also has received her Fellowship certificate from the National Association of Corporate Directors. Ms. Letsche is a current Board Member on the Rutherford | | Community Blood Bank and has previously served on the Borough of Rutherford Zoning Board and the Municipal Alliance Committee. Ms. Letsche’s experience in our community provides valuable insight into the economic and business needs of our community, as well as insight into where we can best serve our community in other ways, including charitable donations. |
| | | | | | Jonathan M. Shaw | | | 
AGE: 57 DIRECTOR SINCE: 2010 POSITION: Director | | Jonathan M. Shaw is President and Owner of Salon Development Corp, a regional chain of hair salons founded in 1964, and President and Owner of Lemon Tree Development, the national franchisor of Lemon Tree Hair Salons. Mr. Shaw received a Bachelor of Science from Syracuse University. He also has received his NACD Fellowship certificate. | | Mr. Shaw’s experience as a business owner and entrepreneur offers a valuable perspective on developing a successful business as well as the challenges and risks an organization may face as it grows its product offerings and markets into new areas. |
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Proposal 1: Election of Directors The following directors have terms ending at the 2025 Annual Meeting of Shareholders: | | | | | | James D. Nesci | | | 
AGE: 50 DIRECTOR SINCE: 2019 POSITION: President, Chief Executive Officer and Director | | James D. Nesciserves as President and Chief Executive Officer of Blue Foundry Bank, a position he has held since 2018. In addition, he is a former board member of the New Jersey Bankers Association. Mr. Nesci has been instrumental in developing the Blue Foundry Bank brand. Prior to his role at Blue Foundry Bank, he served as Head of National Sales for TD Bank’s $20 billion U.S. wealth management business. Before joining TD Bank, Mr. Nesci served as Executive Vice President and Chief Wealth Management Officer of Provident Bank and was President of Beacon Trust, a wholly owned subsidiary of Provident Bank. Prior to this, Mr. Nesci was Chief Operating Officer with Wilmington Trust Company, National Wealth Management. Mr. Nesci earned two separate MBAs from Columbia Business School and the London Business School, respectively, as well as | | a Bachelors degree in Business Administration in Finance from Hofstra University in New York. He also has received his NACD Fellowship certificate. Mr. Nesci’s positions as President and Chief Executive Officer foster clear accountability, effective decision-making, a clear and direct channel of communication from senior management to the full Board of Directors, and alignment on corporate strategy. |
| | | | | | Patrick H. Kinzler | | | 
AGE: 64 DIRECTOR SINCE: 2012 POSITION: Director | | Patrick H. Kinzler has been Managing Principal at HLW International LLP, an architectural firm, since 2006. His areas of responsibility include Finance, Legal, and Information Technology. Mr. Kinzler served as Treasurer of KPMG Consulting / BearingPoint from January 2000 until December 2005. From 1997 until 2000, Mr. Kinzler served as Assistant Treasurer of SmithKline Beecham. Mr. Kinzler began his corporate career in 1986 with PNC Financial Corp., first in the credit training program and then as a Corporate Banker in PNC’s New York office. His last position was a Manager of Large Corporate Banking in the New Jersey marketplace. Mr. Kinzler received a Bachelors degree in Business Administration and Accounting from Shippensburg State University and an MBA in Finance from Temple University. | | Mr. Kinzler’s valuable experience in banking and corporate treasury greatly assists the Board of Directors with its assessment of our risk management efforts and operational needs. |
| | | | Blue Foundry Bancorp | 2023 Proxy Statement | | 17 |
Proposal 1: Election of Directors | | | | | | Mirella Lang | | | | | 
AGE: 44 DIRECTOR SINCE: 2020 POSITION: Director | | Mirella Lang is Managing Director of AQR’s Business Development team, representing the firm’s investment strategies to institutional investors throughout the United States. Prior to AQR, Ms. Lang was a Director in the Financial Institutions Group in the investment banking division at UBS, and earlier at Merrill Lynch & Co. While in investment banking, Ms. Lang advised banks, asset management and insurance companies on corporate initiatives, such as M&A, capital raising, restructuring, and leveraged buyouts. She earned a Bachelor of Science in Accounting from Washington & Lee University and received an MBA from the University of California at Berkeley’s Haas School of Business. | | Ms. Lang serves on the Board of ASSIST, a non-profit organization focused on high school exchange education for exceptionally gifted international students. Ms. Lang’s experience with investment management, investment banking and the financial institutions industry brings valuable skills to our board. | | | | Elizabeth Varki Jobes, Esq. | | | 
AGE: 56 DIRECTOR SINCE: 2023 POSITION: Director | | Elizabeth Varki Jobes, Esq. serves as Senior Vice President and Global Chief Compliance Officer of Amryt Pharmaceuticals, a global commercial-stage pharmaceutical company, since 2020. Before joining Amryt, Ms. Jobes served as Senior Vice President and Chief Compliance Officer of North America at EMD Serono. Ms. Jobes also served in leadership roles at Spark Therapeutics, Auxilium Pharmaceutical, and Cephalon. Prior to her career in the pharmaceuticals industry, Jobes held various roles within Philadelphia’s District Attorney’s Office from 1991 to 2006. Ms. Jobes’ service on several boards demonstrates her invaluable leadership skills. She currently serves on the board of Ampio Pharmaceuticals, a public | | company, as well as the board of a private biopharmaceutical company (Eyam Vaccines and Immunotherapeutics), and the board of a not-for-profit organization. Ms. Jobes is a member of the South Asian Bar Association and was a former board member of Women’s Way. She received her law degree from Rutgers University School of Law and is licensed to practice in both New Jersey and Pennsylvania. Ms. Jobes’ years of combined legal and compliance experience leading large, global companies, as well as her service on a public board, brings additional perspective to our board. |
| | | | Blue Foundry Bancorp | 2023 Proxy Statement | | 18 |
Proposal 1: Election of Directors The Seidman Group has provided the Company notice that it is nominating two persons for election as directors at the annual meeting. As a result, the election of directors is considered a contested election, meaning the two nominees receiving the largest pluralities of the votes cast will be elected. The Board of Directors unanimously recommends that you disregard any blue proxy card that may be sent to you by the Seidman Group. Voting to WITHHOLD with respect to the Seidman Group’s nominees (Jennifer Corrou and Raymond J. Vanaria), on their blue proxy card is not the same as voting FOR the Company’s Board of Director nominees, J. Christopher Ely and Robert T. Goldstein, because a vote to WITHHOLD with respect to the Seidman Group’s nominees on their blue proxy card will revoke any previous proxy submitted by you. If you have already voted using a blue proxy card sent to you by the Seidman Group, you can revoke it by following the instructions on the WHITE proxy card to vote via the Internet or by telephone or by signing, dating and returning the enclosed WHITE proxy card. Only your last-dated proxy will count, and any proxy may be revoked at any time prior to its exercise at the annual meeting. For example, this means that if you have submitted a WHITE proxy voting FOR the nominees recommended by your Board but later submit a blue proxy card withholding your votes from the Seidman Group nominees, your prior vote in favor of J. Christopher Ely and Robert T. Goldstein, the nominees recommended by your Board, will not be counted. Although the Company is required to include all nominees for election on its universal WHITE proxy card, for additional information regarding the Seidman Group’s nominees and related information, please refer to the Seidman Group’s proxy statement. Even if you would like to elect the nominees of the Seidman Group, we strongly recommend you use the Company’s WHITE proxy card to do so. Shareholders will be able to obtain, free of charge, copies of all proxy statements, any amendments or supplements thereto and any other documents (including the universal WHITE proxy card) when filed by the applicable party with the SEC in connection with the annual meeting at the SEC’s website (http://www.sec.gov). EXECUTIVE OFFICERS WHO ARE NOT DIRECTORS Kelly Pecoraro, age 54, has been our Executive Vice President and Chief Financial Officer since May 2022. Prior to joining Blue Foundry Bank, Ms. Pecoraro served as Executive Vice President, Chief Accounting Officer and Comptroller from January 2019 until April 2022 at Investors Bank, Short Hills, New Jersey, when Investors Bank was acquired by Citizens Financial Group, Inc. Ms. Pecoraro joined Investors Bank in May 2005 as part of the Financial Reporting team, holding various positions prior to becoming the Chief Accounting Officer in January 2010. Prior to joining Investors Bank, Ms. Pecoraro served as an audit professional at KPMG LLP. Ms. Pecoraro received a Bachelor’s degree in Accounting from St. Peter’s College and is a Certified Public Accountant. Jason Goldberg, age 48, has been our Executive Vice President and Chief Lending Officer since September 2021. Prior to joining Blue Foundry Bank, Mr. Goldberg held a senior vice president position at Israel Discount Bank of New York where he worked from October 2015 to September 2021. Prior to that, Mr. Goldberg held a senior vice president position at Crestmark Bank where he worked from October 2010 to September 2015, and was vice president at Westgate Financial Corporation from 2001 to 2010. | | | | Blue Foundry Bancorp | 2023 Proxy Statement | | 19 |
Proposal 1: Election of Directors Elizabeth Miller, age 63, has been our Executive Vice President and Chief Retail Officer since October 2018. Prior to joining Blue Foundry Bank, Ms. Miller held positions at Affinity Federal Credit Union, the largest Credit Union in New Jersey, where she was the Senior Vice President of Member Experience and Service from October 2014 to October 2018 and led the multi-state branch network, the wealth and business development teams, the central operations group and the 65-person call center. Prior to that, Ms. Miller worked at Peapack Gladstone Bank from August 2011 to October 2014, where she was the Vice President of Retail Branch Sales and Operations. Ms. Miller has a Bachelor’s degree in Business and Marketing from Montclair State University. Elyse D. Beidner, age 69, has been our Executive Vice President and Chief Legal Officer since 2004. Prior to joining Blue Foundry Bank, Ms. Beidner had gained more than 25 years of experience providing legal support for various financial institutions including JP Morgan Chase and Bank of America. She earned her Bachelor’s degree in French and Spanish from Goucher College, her Juris Doctor degree from Widener University School of Law, and her Masters in Corporate Law from New York University School of Law. Alex Malkiman, age 48, has been our Executive Vice President and Chief Technology Officer since March 2022. Prior to joining Blue Foundry Bank, Mr. Malkiman acted as the Executive Director and Head of IT Infrastructure and Security at CIFC Asset Management and as Director of Global Infrastructure and Client Services at ITG. Mr. Malkiman earned a Bachelor of Science in Computer and Information Science from Brooklyn College, and later went on to earn a MBA in Information Systems Management and Financial Management from the Lubin School of Business a Pace University. Thomas Packwood, age 57, has been our Senior Vice President and Chief Audit Executive since 2011. Prior to joining Blue Foundry Bank, Mr. Packwood held senior positions at Deloitte, U.S.B. Holding Co., USA Bank, and RSM US LLP. Mr. Packwood received a Bachelor’s degree in Accounting from Villanova University and is a Certified Public Accountant. Additionally, he invented and implemented a patented quarterly Risk Assessment and Management System. Acela Roselle, age 62, has been our Executive Vice President and Human Resources Director since 1999. Prior to joining Blue Foundry Bank, Ms. Roselle acted as the Employment Manager at Meadowlands Hospital Medical Center. Ms. Roselle attended The Wood Business School in New York and obtained a SHRM PHR Certification through Fairleigh Dickinson University in 2000. Robert Rowe, age 61, has been our Executive Vice President and Chief Risk Officer since November 2022. Prior to joining Blue Foundry Bank, Mr. Rowe served as Executive Vice President and Chief Credit Officer of Webster Financial Corporation, and as Executive Vice President and Chief Credit Officer of Sterling National Bank from July 2019 until Sterling’s merger with Webster Bank in 2022. Prior to that, Mr. Rowe was Chief Credit Officer and subsequently Chief Risk Officer at CIT Group Inc. from 2010 through 2018. Prior to joining CIT Group, Mr. Rowe served as Chief Credit Officer at National City Corporation until its acquisition by PNC Corporation. Mr. Rowe received a Bachelor’s degree in Economics from Boston College and an MBA in Finance from Indiana University. | | | | Blue Foundry Bancorp | 2023 Proxy Statement | | 20 |
Proposal 1: Election of Directors Environmental, Social and Governance (“ESG”) Matters SUMMARY We recognize and are committed to our corporate responsibility to conduct business in an environmentally sustainable and socially appropriate manner. We deeply care about the environment and the communities in which we operate and in that regard we carefully consider how we do business and who we do business with. We believe this commitment and focus supports long-term shareholder value. Blue Foundry Bancorp conducts its business activities with a view to ensuring that the interests of all stakeholders, including shareholders, employees, customers and communities, are considered. ESG matters are discussed at the Board’s Nominating and Corporate Governance Committee, the Bank’s Executive Leadership Committee meetings, and the recently formed management ESG Committee, where ideas and actions are generated and monitored. Blue Foundry Bank has traditionally prioritized a highly engaged and diverse employee base serving its communities and customers in a safe, prudent and risk disciplined manner. It has developed a robust enterprise risk management and compliance function, including cybersecurity and privacy policies. It maintains strong and proactive relationships with its regulators. We have focused initially on several key priorities as part of our ESG initiatives: Business ethics are of manifest importance to us. Every director and employee is expected to comply with the Code of Conduct and recertifies their compliance on an annual basis. Safeguarding the privacy of customer data has always and continues to be a significant focus. The Company makes ongoing investments in systems and technology, and we have implemented a strong, multi-layered perimeter to safeguard customer data. We regularly conduct tests to ensure that staff remains vigilant with respect to Company and customer information privacy. In addition, we regularly monitor the adequacy of our consumer financial protection measures. To combat cybersecurity threats, training and education is provided regularly to the Board as well as employees so that they remain aware of possible threats to Company and customer information privacy. Diversity of the Board is of paramount importance. The Nominating and Governance Committee continually assesses the diverse attributes (such as geographic, professional, ethnic/racial) of the existing Board and identifies opportunities for expanding its diversity. Board-level discussions remain a continuing agenda item. Blue Foundry Bank has traditionally prioritized a highly engaged and diverse employee base serving its communities and customers in a safe, prudent and risk disciplined manner. It has developed a robust enterprise risk management and compliance function, including cybersecurity and privacy policies. It maintains strong and proactive relationships with its regulators. Actions taken to date with a view toward being environmentally conscious include reducing the amount of paper utilized within Blue Foundry Bank by digitizing all documents enterprise-wide, minimizing reliance on printers through increased use of technology, and increasing recycling. The administrative headquarters were designed with a focus specifically geared toward ESG. For example, all lighting throughout the space is energy-efficient and designed to be illuminated only when workspaces and offices are occupied. Window coverings were designed to operate in a manner geared to efficiently manage energy usage. The Company’s and Blue Foundry Bank’s focus on ESG initiatives continues to be expanded and remains a priority for the Board and management. | | | | Blue Foundry Bancorp | 2023 Proxy Statement | | 21 |
HUMAN CAPITAL MANAGEMENT The success of our business is highly dependent on our employees who are dedicated to our mission to inspire and enable the communities we serve to achieve financial stability and success. We seek to hire and retain well qualified employees to sustain and build on our culture of service and performance. Our selection and promotion processes are without bias and include the active recruitment of minorities and women. Blue Foundry Bank maintains a job posting and referral program as well as an Affirmative Action Program, and, in an effort to attract and retain qualified applicants, particularly in areas where a shortage of personnel exists, Blue Foundry Bank provides additional incentives to employees who assist in the recruitment of new hires. Our workforce is 64% female and 36% male. None of our employees are covered by a collective bargaining agreement. We encourage the growth and development of our employees and, whenever possible, seek to fill positions by promotion and transfer from within the Company. Continual learning and career development are advanced through annual performance and development conversations between employees and their managers. Blue Foundry Bank encourages all employees to utilize internally developed training programs, customized corporate training engagements and educational reimbursement programs to improve their skills and qualifications to enable them to be considered for promotion or advancement. We offer employees an in-house leadership program, led by Rutgers University instructors, that includes critical thinking, emotional intelligence, management and leadership skills. The safety, health, and physical and mental wellness of our employees is a top priority. We promote the health and wellness of our employees by strongly encouraging work-life balance, offering flexible work schedules, keeping the employee portion of health care premiums to a minimum, and sponsoring various wellness programs through which employees are encouraged to incorporate healthy habits into their daily routines. The administrative office space was designed with the health and well-being of our workforce in mind in that it was configured to maximize natural light, provide flexible and collaborative workstations, as well as access to meditation rooms, a fitness center, and private space for nursing mothers. Employee retention is important to our continued success and helps us operate efficiently and achieve our business objectives. We provide competitive wages, annual incentive bonuses, a 401(k) Plan with an employer matching contribution, equity ownership in our Company via an employee stock ownership plan and equity incentive plan, healthcare and wellness programs, a life assistance program, flexible spending accounts, group term life insurance, identity fraud coverage, generous paid time off, 11 paid holidays, and an educational assistance program. At December 31, 2022, nearly 20% of our team had been with us for 10 years or more. DIVERSITY, INCLUSION AND RESPECT IN THE WORKPLACE Women in Banking at Blue Foundry   
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Proposal 1: Election of Directors Management and staff at all levels of the Company and Blue Foundry Bank are expected to behave in a fair, ethical and legal manner in all circumstances. This includes both internal interactions with other members of the organization and external interactions with customers, members of the community, vendors, and applicants for employment. We firmly believe that our high standard of ethical behavior will maintain the favorable reputation of Blue Foundry Bank in the marketplace and ensure Blue Foundry Bank remains a great place to work, invest in and do business with. We communicate our expectations for honest, fair and ethical behavior through numerous policies within the organization. The commitment of our directors and executive management team to moral and ethical behavior means that the proper tone is set from the top of the organization. This begins with our Code of Conduct which describes the moral, ethical, legal and regulatory requirements by which all personnel must conduct themselves. The Code of Conduct establishes the expectation that employees conduct themselves with integrity, at all times. It provides employees with governing principles to guide their conduct with clients, customers, suppliers, vendors, shareholders, co-workers, regulators, markets, and the communities in which we operate. It applies to the employees and directors of the Company, Blue Foundry Bank, and their direct and indirect subsidiaries. Importantly, each officer at the Vice President level and above, and each director must also abide by the Conflict of Interest and Confidentiality Policy. This Policy recognizes the importance of fostering a culture of transparency, integrity and honesty and, as such, mandates that all such parties avoid any actions that appear to interfere with good judgment concerning Blue Foundry Bank’s best interests. Blue Foundry Bank is dedicated to ensuring that all personnel decisions are in accordance with equal employment opportunity. We adhere to the principle that equal employment opportunity is not only a legal principle, it is a moral commitment as well. Our policy for Equal Employment and Affirmative Action states that Blue Foundry Bank will recruit, hire, train and promote, in all job classifications without regard to any classification protected by applicable federal, state or municipal law. It is the policy of Blue Foundry Bank that there shall be no discrimination with respect to employment, or any of the terms and conditions of employment, because of an individual’s race, color, sex, pregnancy or breastfeeding, sexual or affectional orientation, gender identity or expression, religion, creed, national origin, nationality or ancestry, citizenship, age, atypical hereditary cellular or blood trait, genetic information, disability (including AIDS and HIV infection), marital status, civil union status, domestic partnership status, veteran status, refusal to submit to a genetic test or to make available the results of a genetic test to an employer, or liability for service in the armed forces, or any other characteristic protected under applicable federal, state or local law. This policy applies to all employment actions including, but not limited to, recruitment, selection, training, promotion, transfer, layoff and termination, job-related social or recreational programs. Blue Foundry Bank’s policy statement is required to be displayed in an area which is readily accessible to both employees and applicants. Blue Foundry Bank maintains all facilities in such a manner that illegal segregation on the basis of any protected characteristic does not result. Our Anti-Harassment Policy states that Blue Foundry Bank is unequivocally opposed to and will not tolerate any harassment of a sexual, racial, ethnic, age or religious nature, or based on any other personal characteristics protected by law from such harassment, that is directed toward any employee or applicant for employment or any other person in the workplace by any other employee or person in the workplace. Blue Foundry Bank will not permit any employee to harass others with whom they have business interactions, including but not limited to other employees, customers and vendors, nor will it permit any outsider to harass Bank employees. This is true not only in the workplace, but during any event outside work involving Bank employees. All employees and supervisors must comply with this policy and take appropriate measures to ensure that such conduct does not occur. Additional policies that communicate the importance and expectations of honest, ethical and fair behavior include the Insider Trading Policy which prohibits directors, officers and other employees from trading shares of the Company’s common stock based on material nonpublic information. To reinforce the importance of the policies above, annual training programs on certain policies are provided to all employees. These programs help employees understand how the policies apply on a day-to-day basis and how to deal with events and situations that may occur. Employees are encouraged to report concerns without fear of retaliation and may do so in a confidential manner. | | | | Blue Foundry Bancorp | 2023 Proxy Statement | | 23 |
The Company’s diversity is demonstrated throughout the organization, including by the members of the Executive Management team. Of our nine executives, four are women, one of whom is a member of an underrepresented minority group. Overall, Blue Foundry Bank’s staff is 64% female and 36% male. In keeping with the Board’s commitment to further diversify, the Board recently appointed Elizabeth Jobes resulting in a board that currently includes three women, one of whom is a member of an underrepresented minority group. The Board has made it a continuing priority to further expand its diversity. Community Engagement. A key element of our mission is to encourage the stability and success of our communities. The Company continues to support organizations that provide healthcare, economic assistance, education and other vital resources. Some of our more significant community-oriented efforts included support of food pantries across all of our markets, local law enforcement and emergency squads. We also continue to support our communities through the many donations made by the Blue Foundry Charitable Foundation. Further information related to Blue Foundry Bank’s support of its communities through volunteerism and philanthropic activities can be found in the ‘In the News’ section of Blue Foundry Bank’s website. Kenneth Grimbilas | | | 99,848 | (11) | | | * | | Patrick H. KinzlerJonathan M. Shaw
| | | 68,362 | (12) | | | * | | Mirella LangMargaret Letsche
| | | 66,477 | (13) | | | * | | TRANSACTIONS WITH CERTAIN RELATED PERSONSElizabeth Jobes
| | | — | | | | * | | The Sarbanes-OxleyExecutive Officers who are not Directors
| | | | | | | | | Kelly Pecoraro | | | 75,000 | (14) | | | * | | Elizabeth Miller | | | 68,621 | (15) | | | * | | Jason Goldberg | | | 40,000 | (16) | | | * | | All directors and executive officers as a group (17 persons) | | | | | | | 4.16 | % |
| (1) | In accordance with Rule 13d-3 under the Securities Exchange Act of 2002 generally prohibits publicly traded companies1934, as amended, a person or entity is deemed to be the beneficial owner, for purposes of this table, of any shares of Blue Foundry Bancorp common stock if they have shared voting or investment power with respect to such common stock or has a right to acquire beneficial ownership at any time within 60 days from making loansMarch 21, 2023. As used herein, “voting power” is the power to their executive officersvote or direct the voting of shares and directors, but it contains“investment power” is the power to dispose or direct the disposition of shares. Except as otherwise noted, ownership is direct and the named individuals and group exercise sole voting and investment power over the shares of Blue Foundry Bancorp common stock. |
| (2) | Based on a specific exemption from such prohibitiontotal of 27,707,019 shares of common stock outstanding as of March 21, 2023. |
| | | | Blue Foundry Bancorp | 2023 Proxy Statement | | 10 |
Proxy Statement | (3) | As disclosed in Schedule 13G filed with the SEC on February 10, 2023. |
| (4) | As disclosed in Schedule 13G filed with the SEC on February 9, 2023. |
| (5) | As disclosed in Schedule 13G filed with the SEC on February 1, 2023. |
| (6) | As disclosed in Schedule 13G filed with the SEC on February 13, 2023. |
| (7) | Includes 34,882 shares held in an individual retirement account, 8,500 shares held in our 401(k) Plan, 4,320 shares allocated under the Blue Foundry Bank’s ESOP, 114,090 unvested restricted stock awards and 114,090 unvested performance awards. |
| (8) | Includes 8,202 shares held in individual retirement accounts. |
| (9) | Includes 10,366 shares held in an individual retirement account. |
| (10) | Includes 7,500 shares held in an individual retirement account and 27,887 shares held in a 401(k) Plan. |
| (11) | Includes 40,000 shares held in an individual retirement account. |
| (12) | Includes 14,238 shares held in an individual retirement account, 9,100 shares held by his spouse’s individual retirement account and 116 shares held as custodian for loans made by federally insured financial institutions, suchhis child. |
| (13) | Includes 1,500 shares held in an individual retirement account. |
| (14) | Includes 35,000 unvested restricted stock awards and 35,000 unvested performance awards. |
| (15) | Includes 17,500 shares held in our 401(k) Plan, 4,320 shares allocated under the Blue Foundry Bank’s ESOP, 20,000 unvested restricted stock awards and 20,000 unvested performance awards. |
| (16) | Includes 20,000 unvested restricted stock awards and 20,000 unvested performance awards. |
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| | | | | | | Election of Directors | | |
Our Board of Directors is comprised of nine members. Our Bylaws provide that directors are divided into three classes, with one class of directors elected annually. Two directors have been nominated for election at the annual meeting to serve for a three-year period and until their respective successors shall have been elected and qualified. The Board of Directors has nominated J. Christopher Ely and Robert T. Goldstein to serve as directors for three-year terms. Each nominee is currently an independent director of Blue Foundry Bancorp. The following sets forth certain information regarding the Board’s nominees, the other current members of our Board of Directors, and executive officers who are not directors, including the terms of office of board members. Shares represented by properly executed WHITE proxies will be voted in favor of these persons unless contrary instructions are provided. If a nominee is unable to serve, the shares represented by all such proxies will be voted for the election of such substitute as the Board of Directors may determine. At this time, the Board of Directors knows of no reason why any of the nominees might be unable to serve, if elected. Except as indicated herein, there are no arrangements or understandings between any nominee or continuing director and any other person pursuant to which such nominee or continuing director was selected. Age information is as of December 31, 2022, and term as a director includes service with Blue Foundry Bank. Your Board of Directors unanimously recommends that you vote FOR the election of J. Christopher Ely and Robert T. Goldstein, who are independent directors and the nominees of the Board. Your Board of Directors strongly opposes the Seidman Group’s proxy solicitation and urges you (A) not to vote for the Seidman Group nominees (Jennifer Corrou and Raymond J. Vanaria) on the enclosed WHITE universal proxy card, and (B) not sign or return any blue proxy card sent to you by the Seidman Group. Even voting to WITHHOLD a vote on the Seidman Group nominees by signing and returning the blue proxy card could invalidate any vote a shareholder may want to make FOR the nominees recommended by your Board. Shareholders wanting to support the nominees recommended by the Board, J. Christopher Ely and Robert T. Goldstein, should sign and return the WHITE proxy card. With respect to directors and nominees, the biographies contain information regarding the person’s business experience and the experiences, qualifications, attributes or skills that caused the Board of Directors to determine that the person should serve as a director. Each director of Blue Foundry Bancorp is also a director of Blue Foundry Bank. | | | | Blue Foundry Bancorp | 2023 Proxy Statement | | 12 |
Proposal 1: Election of Directors DIRECTOR INFORMATION | | | | | | | | | | | | | | | | | | | | | | | | | | NESCI | | KINZLER | | LANG | | ELY | | GOLDSTEIN | | GRIMBILAS | | SHAW | | LETSCHE | | JOBES | Demographics | | | | | | | | | | | | | | | | | | | | | Age | | | | 50 | | 64 | | 44 | | 66 | | 60 | | 69 | | 57 | | 70 | | 56 | Gender | | | | M | | M | | F | | M | | M | | M | | M | | F | | F | Tenure (years) | | | | 4 | | 11 | | 3 | | 26 | | 8 | | 26 | | 13 | | 8 | | 0 | | | | | | | | | | | | | Skills | | Description | | | | | | | | | | | | | | | | | | | Finance & Accounting | | Experience in finance, accounting, or audit | | ✓ | | ✓ | | ✓ | | ✓ | | ✓ | | ✓ | | ✓ | | | | ✓ | Financial Services | | Experience in financial services, capital markets, investment banking | | ✓ | | ✓ | | ✓ | | ✓ | | ✓ | | ✓ | | ✓ | | | | | Innovation, Technology, and Cyber | | Experience with information technology, cyber security, or digital technology | | ✓ | | ✓ | | | | | | | | | | ✓ | | | | | Market Knowledge | | Knowledge of the markets we serve, including commercial real estate and small business | | ✓ | | ✓ | | | | ✓ | | ✓ | | ✓ | | ✓ | | ✓ | | | Executive Experience / Leadership | | Experience as an executive or leader of a public or private organization | | ✓ | | ✓ | | ✓ | | ✓ | | ✓ | | ✓ | | ✓ | | ✓ | | ✓ | Risk | | Experience with risk management | | ✓ | | ✓ | | ✓ | | | | | | ✓ | | ✓ | | | | ✓ | ESG Matters | | Experience with ESG matters | | ✓ | | | | ✓ | | | | | | | | ✓ | | | | ✓ | Legal, Regulatory, or Compliance | | Experience with legal, regulatory, or compliance related matters | | ✓ | | ✓ | | | | ✓ | | ✓ | | ✓ | | ✓ | | | | ✓ | Human Capital Management | | Experience with human resources matters including diversity, equity, and inclusion | | ✓ | | ✓ | | ✓ | | ✓ | | ✓ | | ✓ | | ✓ | | ✓ | | ✓ | Philanthropic/ Charitable | | Community involvement or engagement with non-profit organizations | | ✓ | | ✓ | | ✓ | | ✓ | | | | ✓ | | ✓ | | ✓ | | ✓ |
DIRECTORS The Board of Directors currently consists of nine (9) members and is divided into three classes, with one class of directors elected each year. The following table states our directors’ names, their ages as of December 31, 2022, the years when they began serving as directors of Blue Foundry Bank and the years when their current terms expire. | | | | Blue Foundry Bancorp | 2023 Proxy Statement | | 13 |
Proposal 1: Election of Directors | | | | | | | | | | | | | | | | Name | | Position(s) Held With Blue Foundry Bancorp and Blue Foundry Bank | | Age | | | Director Since | | | Current Term Expires | | J. Christopher Ely | | Vice Chairman | | | 66 | | | | 1997 | | | | 2023 | | Robert T. Goldstein | | Director | | | 60 | | | | 2015 | | | | 2023 | | Kenneth Grimbilas | | Chairman of the Board | | | 69 | | | | 1997 | | | | 2024 | | Jonathan M. Shaw | | Director | | | 57 | | | | 2010 | | | | 2024 | | Margaret Letsche | | Director | | | 70 | | | | 2015 | | | | 2024 | | James D. Nesci | | President, Chief Executive Officer and Director | | | 50 | | | | 2019 | | | | 2025 | | Patrick H. Kinzler | | Director | | | 64 | | | | 2012 | | | | 2025 | | Mirella Lang | | Director | | | 44 | | | | 2020 | | | | 2025 | | Elizabeth Varki Jobes | | Director | | | 56 | | | | 2023 | | | | 2025 | |
| | | | Blue Foundry Bancorp | 2023 Proxy Statement | | 14 |
Proposal 1: Election of Directors The nominees for director are: | | | | | | J. Christopher Ely | | |
AGE: 66 DIRECTOR SINCE: 1997 POSITION: Vice Chairman | | J. Christopher Ely has been a Director of Blue Foundry Bank to their executive officersfor over 25 years. Mr. Ely, a licensed real estate agent, is President of One Madison Management Corp., a real estate management and directorsconsulting firm that serves the needs of residential, commercial and industrial property owners in complianceNorthern New Jersey. He received a Bachelor of Science degree in Business Administration/Accounting from Montclair State College, began his career with federal banking regulations. Federal regulations permit executive officersPrice Waterhouse and directors to receiveCo. and earned his Certified Public Accounting license. He serves as an Assistant Treasurer for the same terms that are widely available to other employees as long asGlen Ridge Congregational Church. Mr. Ely chairs the director or executive officer is not given preferential treatment compared to the other participating employees. All transactions betweenAudit Committees of both the Company and its executive officers, directors, holdersBlue Foundry Bank. | | Mr. Ely provides the Board of 10% or moreDirectors with extensive knowledge of accounting, real estate and small business management matters. |
| | | | | | Robert T. Goldstein | | |
AGE: 60 DIRECTOR SINCE: 2015 POSITION: Director | | Robert T. Goldstein currently serves as Director of Business Development at Astorino Financial Group, Inc. having previously been an Investment Advisory Representative at the firm. Prior to those positions, he was the President and Owner of R.J. Goldstein & Associates, Inc., an employee benefits consulting and brokerage firm, which he sold to World Insurance Associates, LLC (WIA) in 2017. He remains a Principal at WIA. Mr. Goldstein received his Bachelor of Science in Mathematics from Fairfield University. He also has received his Fellowship certificate from the National Association of Corporate Directors. | | Mr. Goldstein offers a valuable perspective and experience with respect to human capital and employee benefits matters as well as with respect to developing a successful business. |
| | | | | OUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT THE COMPANY’S SHAREHOLDERS VOTE “FOR” THE ELECTION OF EACH OF THE COMPANY’S NOMINEES FOR DIRECTOR. |
The following directors have terms ending at the 2024 Annual Meeting of Shareholders: | | | | | | Kenneth Grimbilas | | |
AGE: 69 DIRECTOR SINCE: 1997 POSITION: Chairman of the sharesBoard | | Kenneth Grimbilas is the Chairman of its common stock and affiliates thereof, are on terms no less favorable to the Company than could have been obtained by it in arms-length negotiations with unaffiliated persons. Such transactions must be approved by a majority of the independent directors of the Company not having any interest in the transaction. In the ordinary course of business, Blue Foundry Bank makes loans available to its directors, officersBoard of Directors and employees. The aggregate amounthas served as a Director for over 20 years. Mr. Grimbilas is the Chief Executive Officer of our outstanding loans to our executive officersTornqvist, Inc., a boutique fabrication and directorsmachine shop that has served many clients in the pharmaceuticals, government, transportation, aerospace, entertainment, and their related entities was approximately $54,000 at December 31, 2021, consisting of one loan to an officerconsumer goods industries. In addition, Mr. Grimbilas has been a member of the Company. This loan was madeboard of the Chilton Memorial Hospital Foundation, now Chilton Medical Center, part of Atlantic Health. | | Mr. Grimbilas’ success in developing and sustaining a manufacturing business in New Jersey provides the ordinary courseBoard of Directors with knowledge of business on substantiallyand operational matters as well as the same terms, including interest rate and collateral, as those prevailing at the time for comparable loans with persons not related to Northeastern New Jersey market area. |
| | | Blue Foundry Bank. This loan neither involves more than the normal risk of collectability nor present other unfavorable features.Since January 1, 2020, other than described above, and except for loans to executive officers made in the ordinary course of business that were made on substantially the same terms, including interest rates and collateral, as those prevailing at the time for comparable loans with persons not related to Blue Foundry Bank and for which management believes neither involve more than the normal risk of collection nor present other unfavorable features, we and our subsidiary have not had any transaction or series of transactions, or business relationships, nor are any such transactions or relationships proposed, in which the amount involved exceeds $120,000 and in which our directors or executive officers have a direct or indirect material interest.
Pursuant to our Policy and Procedures for Approval of Related Person Transactions, the Audit Committee reviews and approves all related party transactions in accordance with, and as required by, the NASDAQ corporate governance listing standards.Bancorp | 2023 Proxy Statement
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Proposal 1: Election of Directors | | | | | | | | 20 | | Blue Foundry Bancorp | 2022 Proxy Statement
| | | | | | Margaret Letsche | | |
AGE: 70 DIRECTOR SINCE: 2015 POSITION: Director | | Margaret Letsche is retired from her position as the Executive Director of 55 Kip Center, a non-profit community center for older adults. Ms. Letsche earned an Associate Degree in Business Management from Morris County Community College and a Bachelor’s degree in Psychology from Felician College. She holds professional certifications from Rutgers in Continued Education and Professional Development. She also has received her Fellowship certificate from the National Association of Corporate Directors. Ms. Letsche is a current Board Member on the Rutherford | | Community Blood Bank and has previously served on the Borough of Rutherford Zoning Board and the Municipal Alliance Committee. Ms. Letsche’s experience in our community provides valuable insight into the economic and business needs of our community, as well as insight into where we can best serve our community in other ways, including charitable donations. |
| | | | | | Jonathan M. Shaw | | |
AGE: 57 DIRECTOR SINCE: 2010 POSITION: Director | | Jonathan M. Shaw is President and Owner of Salon Development Corp, a regional chain of hair salons founded in 1964, and President and Owner of Lemon Tree Development, the national franchisor of Lemon Tree Hair Salons. Mr. Shaw received a Bachelor of Science from Syracuse University. He also has received his NACD Fellowship certificate. | | Mr. Shaw’s experience as a business owner and entrepreneur offers a valuable perspective on developing a successful business as well as the challenges and risks an organization may face as it grows its product offerings and markets into new areas. |
| | | | Blue Foundry Bancorp | 2023 Proxy Statement | | 16 |
Proposal 1: Election of Directors The following directors have terms ending at the 2025 Annual Meeting of Shareholders: | | | | | | | | Proposal I: Election of Directors | |
Executive Compensation
Summary Compensation Table. The following table sets forth, for the years ended December 31, 2021 and 2020, certain information as to the total compensation paid to James D. Nesci who
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AGE: 50 DIRECTOR SINCE: 2019 POSITION: President, Chief Executive Officer and Director | | James D. Nesciserves as our President and Chief Executive Officer Elizabeth Miller, who servesof Blue Foundry Bank, a position he has held since 2018. In addition, he is a former board member of the New Jersey Bankers Association. Mr. Nesci has been instrumental in developing the Blue Foundry Bank brand. Prior to his role at Blue Foundry Bank, he served as ourHead of National Sales for TD Bank’s $20 billion U.S. wealth management business. Before joining TD Bank, Mr. Nesci served as Executive Vice President and Chief RetailWealth Management Officer of Provident Bank and Brent Michael Ciurlino, whowas President of Beacon Trust, a wholly owned subsidiary of Provident Bank. Prior to this, Mr. Nesci was Chief Operating Officer with Wilmington Trust Company, National Wealth Management. Mr. Nesci earned two separate MBAs from Columbia Business School and the London Business School, respectively, as well as | | a Bachelors degree in Business Administration in Finance from Hofstra University in New York. He also has received his NACD Fellowship certificate. Mr. Nesci’s positions as President and Chief Executive Officer foster clear accountability, effective decision-making, a clear and direct channel of communication from senior management to the full Board of Directors, and alignment on corporate strategy. |
| | | | | | Patrick H. Kinzler | | |
AGE: 64 DIRECTOR SINCE: 2012 POSITION: Director | | Patrick H. Kinzler has been Managing Principal at HLW International LLP, an architectural firm, since 2006. His areas of responsibility include Finance, Legal, and Information Technology. Mr. Kinzler served as Treasurer of KPMG Consulting / BearingPoint from January 2000 until December 2005. From 1997 until 2000, Mr. Kinzler served as Assistant Treasurer of SmithKline Beecham. Mr. Kinzler began his corporate career in 1986 with PNC Financial Corp., first in the credit training program and then as a Corporate Banker in PNC’s New York office. His last position was a Manager of Large Corporate Banking in the New Jersey marketplace. Mr. Kinzler received a Bachelors degree in Business Administration and Accounting from Shippensburg State University and an MBA in Finance from Temple University. | | Mr. Kinzler’s valuable experience in banking and corporate treasury greatly assists the Board of Directors with its assessment of our Executiverisk management efforts and operational needs. |
| | | | Blue Foundry Bancorp | 2023 Proxy Statement | | 17 |
Proposal 1: Election of Directors | | | | | | Mirella Lang | | | | |
AGE: 44 DIRECTOR SINCE: 2020 POSITION: Director | | Mirella Lang is Managing Director of AQR’s Business Development team, representing the firm’s investment strategies to institutional investors throughout the United States. Prior to AQR, Ms. Lang was a Director in the Financial Institutions Group in the investment banking division at UBS, and earlier at Merrill Lynch & Co. While in investment banking, Ms. Lang advised banks, asset management and insurance companies on corporate initiatives, such as M&A, capital raising, restructuring, and leveraged buyouts. She earned a Bachelor of Science in Accounting from Washington & Lee University and received an MBA from the University of California at Berkeley’s Haas School of Business. | | Ms. Lang serves on the Board of ASSIST, a non-profit organization focused on high school exchange education for exceptionally gifted international students. Ms. Lang’s experience with investment management, investment banking and the financial institutions industry brings valuable skills to our board. | | | | Elizabeth Varki Jobes, Esq. | | |
AGE: 56 DIRECTOR SINCE: 2023 POSITION: Director | | Elizabeth Varki Jobes, Esq. serves as Senior Vice President and Global Chief Compliance Officer of Amryt Pharmaceuticals, a global commercial-stage pharmaceutical company, since 2020. Before joining Amryt, Ms. Jobes served as Senior Vice President and Chief RiskCompliance Officer duringof North America at EMD Serono. Ms. Jobes also served in leadership roles at Spark Therapeutics, Auxilium Pharmaceutical, and Cephalon. Prior to her career in the year ended December 31, 2021. Mr. Ciurlino resignedpharmaceuticals industry, Jobes held various roles within Philadelphia’s District Attorney’s Office from 1991 to 2006. Ms. Jobes’ service on several boards demonstrates her invaluable leadership skills. She currently serves on the board of Ampio Pharmaceuticals, a public | | company, as an executive officerwell as the board of a private biopharmaceutical company (Eyam Vaccines and Immunotherapeutics), and the board of a not-for-profit organization. Ms. Jobes is a member of the Company effective July 29, 2022. EachSouth Asian Bar Association and was a former board member of the individuals listedWomen’s Way. She received her law degree from Rutgers University School of Law and is licensed to practice in the table below is referred to as a “Named Executive Officer.”both New Jersey and Pennsylvania. | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Name and principal position | | Year | | Salary | | Bonus | | Non-Equity
Incentive
Compensation | | All Other
Compensation(1) | | Total | James D. Nesci | | | | 2021 | | | | $ | 700,000 | | | | | $— | | | | | $425,250 | | | | | $153,277 | | | | | $1,278,527 | | President and Chief Executive Officer | | | | 2020 | | | | | 697,308 | | | | | — | | | | | 52,500 | | | | | 102,497 | | | | | 852,305 | | Elizabeth Miller | | | | 2021 | | | | | 325,519 | | | | | — | | | | | 76,904 | | | | | 16,681 | | | | | 419,104 | | Executive Vice President and
Chief Retail Officer | | | | 2020 | | | | | 324,462 | | | | | — | | | | | 18,281 | | | | | 16,397 | | | | | 359,140 | | Brent Michael Ciurlino | | | | 2021 | | | | | 310,519 | | | | | — | | | | | 66,840 | | | | | 16,562 | | | | | 393,921 | | Executive Vice President and
Chief Risk Officer(2) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
(1) | The compensation represented by the amounts for 2021 and 2020 set forth in the “All Other Compensation” column for the Named Executive Officers is detailed in the following table.
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(2) | Mr. Ciurlino did not qualify as a Named Executive Officer for the year ended December 31, 2020.Ms. Jobes’ years of combined legal and compliance experience leading large, global companies, as well as her service on a public board, brings additional perspective to our board.
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| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | All Other Compensation | | | | | | | | | | | | | | | | | | | | | | | Name | | Year | | 401(k) Plan
Matching
Contributions | | Deferred
Compensation
Plan
Contributions | | Automobile
Usage | | Country
Club
Membership | | Life
Insurance
Premiums | | Total All
Other
Compensation | James D. Nesci | | | | 2021 | | | | | $4,500 | | | | | $106,800 | | | | | $13,230 | | | | | $17,577 | | | | | $1,170 | | | | | $153,277 | | | | | | 2020 | | | | | 14,250 | | | | | 55,800 | | | | | 12,600 | | | | | 18,712 | | | | | 1,135 | | | | | 102,497 | | Elizabeth Miller | | | | 2021 | | | | | 14,500 | | | | | — | | | | | — | | | | | — | | | | | 2,181 | | | | | 16,681 | | | | | | 2020 | | | | | 14,250 | | | | | — | | | | | — | | | | | — | | | | | 2,147 | | | | | 16,397 | | Brent Michael Ciurlino(1) | | | | 2021 | | | | | 14,500 | | | | | — | | | | | — | | | | | — | | | | | 2,062 | | | | | 16,562 | |
| | | | Blue Foundry Bancorp | 2023 Proxy Statement | | 18 |
Proposal 1: Election of Directors The Seidman Group has provided the Company notice that it is nominating two persons for election as directors at the annual meeting. As a result, the election of directors is considered a contested election, meaning the two nominees receiving the largest pluralities of the votes cast will be elected. The Board of Directors unanimously recommends that you disregard any blue proxy card that may be sent to you by the Seidman Group. Voting to WITHHOLD with respect to the Seidman Group’s nominees (Jennifer Corrou and Raymond J. Vanaria), on their blue proxy card is not the same as voting FOR the Company’s Board of Director nominees, J. Christopher Ely and Robert T. Goldstein, because a vote to WITHHOLD with respect to the Seidman Group’s nominees on their blue proxy card will revoke any previous proxy submitted by you. If you have already voted using a blue proxy card sent to you by the Seidman Group, you can revoke it by following the instructions on the WHITE proxy card to vote via the Internet or by telephone or by signing, dating and returning the enclosed WHITE proxy card. Only your last-dated proxy will count, and any proxy may be revoked at any time prior to its exercise at the annual meeting. For example, this means that if you have submitted a WHITE proxy voting FOR the nominees recommended by your Board but later submit a blue proxy card withholding your votes from the Seidman Group nominees, your prior vote in favor of J. Christopher Ely and Robert T. Goldstein, the nominees recommended by your Board, will not be counted. Although the Company is required to include all nominees for election on its universal WHITE proxy card, for additional information regarding the Seidman Group’s nominees and related information, please refer to the Seidman Group’s proxy statement. Even if you would like to elect the nominees of the Seidman Group, we strongly recommend you use the Company’s WHITE proxy card to do so. Shareholders will be able to obtain, free of charge, copies of all proxy statements, any amendments or supplements thereto and any other documents (including the universal WHITE proxy card) when filed by the applicable party with the SEC in connection with the annual meeting at the SEC’s website (http://www.sec.gov). EXECUTIVE OFFICERS WHO ARE NOT DIRECTORS Kelly Pecoraro, age 54, has been our Executive Vice President and Chief Financial Officer since May 2022. Prior to joining Blue Foundry Bank, Ms. Pecoraro served as Executive Vice President, Chief Accounting Officer and Comptroller from January 2019 until April 2022 at Investors Bank, Short Hills, New Jersey, when Investors Bank was acquired by Citizens Financial Group, Inc. Ms. Pecoraro joined Investors Bank in May 2005 as part of the Financial Reporting team, holding various positions prior to becoming the Chief Accounting Officer in January 2010. Prior to joining Investors Bank, Ms. Pecoraro served as an audit professional at KPMG LLP. Ms. Pecoraro received a Bachelor’s degree in Accounting from St. Peter’s College and is a Certified Public Accountant. Jason Goldberg, age 48, has been our Executive Vice President and Chief Lending Officer since September 2021. Prior to joining Blue Foundry Bank, Mr. Goldberg held a senior vice president position at Israel Discount Bank of New York where he worked from October 2015 to September 2021. Prior to that, Mr. Goldberg held a senior vice president position at Crestmark Bank where he worked from October 2010 to September 2015, and was vice president at Westgate Financial Corporation from 2001 to 2010. | (1) | Mr. Ciurlino did not qualify as a Named Executive Officer for the year ended December 31, 2020.
| | Blue Foundry Bancorp | 2023 Proxy Statement | | 19 |
Proposal 1: Election of Directors Elizabeth Miller, age 63, has been our Executive Vice President and Chief Retail Officer since October 2018. Prior to joining Blue Foundry Bank, Ms. Miller held positions at Affinity Federal Credit Union, the largest Credit Union in New Jersey, where she was the Senior Vice President of Member Experience and Service from October 2014 to October 2018 and led the multi-state branch network, the wealth and business development teams, the central operations group and the 65-person call center. Prior to that, Ms. Miller worked at Peapack Gladstone Bank from August 2011 to October 2014, where she was the Vice President of Retail Branch Sales and Operations. Ms. Miller has a Bachelor’s degree in Business and Marketing from Montclair State University. Elyse D. Beidner, age 69, has been our Executive Vice President and Chief Legal Officer since 2004. Prior to joining Blue Foundry Bank, Ms. Beidner had gained more than 25 years of experience providing legal support for various financial institutions including JP Morgan Chase and Bank of America. She earned her Bachelor’s degree in French and Spanish from Goucher College, her Juris Doctor degree from Widener University School of Law, and her Masters in Corporate Law from New York University School of Law. Alex Malkiman, age 48, has been our Executive Vice President and Chief Technology Officer since March 2022. Prior to joining Blue Foundry Bank, Mr. Malkiman acted as the Executive Director and Head of IT Infrastructure and Security at CIFC Asset Management and as Director of Global Infrastructure and Client Services at ITG. Mr. Malkiman earned a Bachelor of Science in Computer and Information Science from Brooklyn College, and later went on to earn a MBA in Information Systems Management and Financial Management from the Lubin School of Business a Pace University. Thomas Packwood, age 57, has been our Senior Vice President and Chief Audit Executive since 2011. Prior to joining Blue Foundry Bank, Mr. Packwood held senior positions at Deloitte, U.S.B. Holding Co., USA Bank, and RSM US LLP. Mr. Packwood received a Bachelor’s degree in Accounting from Villanova University and is a Certified Public Accountant. Additionally, he invented and implemented a patented quarterly Risk Assessment and Management System. Acela Roselle, age 62, has been our Executive Vice President and Human Resources Director since 1999. Prior to joining Blue Foundry Bank, Ms. Roselle acted as the Employment Manager at Meadowlands Hospital Medical Center. Ms. Roselle attended The Wood Business School in New York and obtained a SHRM PHR Certification through Fairleigh Dickinson University in 2000. Robert Rowe, age 61, has been our Executive Vice President and Chief Risk Officer since November 2022. Prior to joining Blue Foundry Bank, Mr. Rowe served as Executive Vice President and Chief Credit Officer of Webster Financial Corporation, and as Executive Vice President and Chief Credit Officer of Sterling National Bank from July 2019 until Sterling’s merger with Webster Bank in 2022. Prior to that, Mr. Rowe was Chief Credit Officer and subsequently Chief Risk Officer at CIT Group Inc. from 2010 through 2018. Prior to joining CIT Group, Mr. Rowe served as Chief Credit Officer at National City Corporation until its acquisition by PNC Corporation. Mr. Rowe received a Bachelor’s degree in Economics from Boston College and an MBA in Finance from Indiana University. | | | | Blue Foundry Bancorp | 2023 Proxy Statement | | 20 |
Proposal 1: Election of Directors Environmental, Social and Governance (“ESG”) Matters SUMMARY We recognize and are committed to our corporate responsibility to conduct business in an environmentally sustainable and socially appropriate manner. We deeply care about the environment and the communities in which we operate and in that regard we carefully consider how we do business and who we do business with. We believe this commitment and focus supports long-term shareholder value. Blue Foundry Bancorp conducts its business activities with a view to ensuring that the interests of all stakeholders, including shareholders, employees, customers and communities, are considered. ESG matters are discussed at the Board’s Nominating and Corporate Governance Committee, the Bank’s Executive Leadership Committee meetings, and the recently formed management ESG Committee, where ideas and actions are generated and monitored. Blue Foundry Bank has traditionally prioritized a highly engaged and diverse employee base serving its communities and customers in a safe, prudent and risk disciplined manner. It has developed a robust enterprise risk management and compliance function, including cybersecurity and privacy policies. It maintains strong and proactive relationships with its regulators. We have focused initially on several key priorities as part of our ESG initiatives: Business ethics are of manifest importance to us. Every director and employee is expected to comply with the Code of Conduct and recertifies their compliance on an annual basis. Safeguarding the privacy of customer data has always and continues to be a significant focus. The Company makes ongoing investments in systems and technology, and we have implemented a strong, multi-layered perimeter to safeguard customer data. We regularly conduct tests to ensure that staff remains vigilant with respect to Company and customer information privacy. In addition, we regularly monitor the adequacy of our consumer financial protection measures. To combat cybersecurity threats, training and education is provided regularly to the Board as well as employees so that they remain aware of possible threats to Company and customer information privacy. Diversity of the Board is of paramount importance. The Nominating and Governance Committee continually assesses the diverse attributes (such as geographic, professional, ethnic/racial) of the existing Board and identifies opportunities for expanding its diversity. Board-level discussions remain a continuing agenda item. Blue Foundry Bank has traditionally prioritized a highly engaged and diverse employee base serving its communities and customers in a safe, prudent and risk disciplined manner. It has developed a robust enterprise risk management and compliance function, including cybersecurity and privacy policies. It maintains strong and proactive relationships with its regulators. Actions taken to date with a view toward being environmentally conscious include reducing the amount of paper utilized within Blue Foundry Bank by digitizing all documents enterprise-wide, minimizing reliance on printers through increased use of technology, and increasing recycling. The administrative headquarters were designed with a focus specifically geared toward ESG. For example, all lighting throughout the space is energy-efficient and designed to be illuminated only when workspaces and offices are occupied. Window coverings were designed to operate in a manner geared to efficiently manage energy usage. The Company’s and Blue Foundry Bank’s focus on ESG initiatives continues to be expanded and remains a priority for the Board and management. | | | | Blue Foundry Bancorp | 2023 Proxy Statement | | 21 |
HUMAN CAPITAL MANAGEMENT The success of our business is highly dependent on our employees who are dedicated to our mission to inspire and enable the communities we serve to achieve financial stability and success. We seek to hire and retain well qualified employees to sustain and build on our culture of service and performance. Our selection and promotion processes are without bias and include the active recruitment of minorities and women. Blue Foundry Bank maintains a job posting and referral program as well as an Affirmative Action Program, and, in an effort to attract and retain qualified applicants, particularly in areas where a shortage of personnel exists, Blue Foundry Bank provides additional incentives to employees who assist in the recruitment of new hires. Our workforce is 64% female and 36% male. None of our employees are covered by a collective bargaining agreement. We encourage the growth and development of our employees and, whenever possible, seek to fill positions by promotion and transfer from within the Company. Continual learning and career development are advanced through annual performance and development conversations between employees and their managers. Blue Foundry Bank encourages all employees to utilize internally developed training programs, customized corporate training engagements and educational reimbursement programs to improve their skills and qualifications to enable them to be considered for promotion or advancement. We offer employees an in-house leadership program, led by Rutgers University instructors, that includes critical thinking, emotional intelligence, management and leadership skills. The safety, health, and physical and mental wellness of our employees is a top priority. We promote the health and wellness of our employees by strongly encouraging work-life balance, offering flexible work schedules, keeping the employee portion of health care premiums to a minimum, and sponsoring various wellness programs through which employees are encouraged to incorporate healthy habits into their daily routines. The administrative office space was designed with the health and well-being of our workforce in mind in that it was configured to maximize natural light, provide flexible and collaborative workstations, as well as access to meditation rooms, a fitness center, and private space for nursing mothers. Employee retention is important to our continued success and helps us operate efficiently and achieve our business objectives. We provide competitive wages, annual incentive bonuses, a 401(k) Plan with an employer matching contribution, equity ownership in our Company via an employee stock ownership plan and equity incentive plan, healthcare and wellness programs, a life assistance program, flexible spending accounts, group term life insurance, identity fraud coverage, generous paid time off, 11 paid holidays, and an educational assistance program. At December 31, 2022, nearly 20% of our team had been with us for 10 years or more. DIVERSITY, INCLUSION AND RESPECT IN THE WORKPLACE Women in Banking at Blue Foundry
| | | | Blue Foundry Bancorp | 2023 Proxy Statement | | 22 |
Proposal 1: Election of Directors Management and staff at all levels of the Company and Blue Foundry Bank are expected to behave in a fair, ethical and legal manner in all circumstances. This includes both internal interactions with other members of the organization and external interactions with customers, members of the community, vendors, and applicants for employment. We firmly believe that our high standard of ethical behavior will maintain the favorable reputation of Blue Foundry Bank in the marketplace and ensure Blue Foundry Bank remains a great place to work, invest in and do business with. We communicate our expectations for honest, fair and ethical behavior through numerous policies within the organization. The commitment of our directors and executive management team to moral and ethical behavior means that the proper tone is set from the top of the organization. This begins with our Code of Conduct which describes the moral, ethical, legal and regulatory requirements by which all personnel must conduct themselves. The Code of Conduct establishes the expectation that employees conduct themselves with integrity, at all times. It provides employees with governing principles to guide their conduct with clients, customers, suppliers, vendors, shareholders, co-workers, regulators, markets, and the communities in which we operate. It applies to the employees and directors of the Company, Blue Foundry Bank, and their direct and indirect subsidiaries. Importantly, each officer at the Vice President level and above, and each director must also abide by the Conflict of Interest and Confidentiality Policy. This Policy recognizes the importance of fostering a culture of transparency, integrity and honesty and, as such, mandates that all such parties avoid any actions that appear to interfere with good judgment concerning Blue Foundry Bank’s best interests. Blue Foundry Bank is dedicated to ensuring that all personnel decisions are in accordance with equal employment opportunity. We adhere to the principle that equal employment opportunity is not only a legal principle, it is a moral commitment as well. Our policy for Equal Employment and Affirmative Action states that Blue Foundry Bank will recruit, hire, train and promote, in all job classifications without regard to any classification protected by applicable federal, state or municipal law. It is the policy of Blue Foundry Bank that there shall be no discrimination with respect to employment, or any of the terms and conditions of employment, because of an individual’s race, color, sex, pregnancy or breastfeeding, sexual or affectional orientation, gender identity or expression, religion, creed, national origin, nationality or ancestry, citizenship, age, atypical hereditary cellular or blood trait, genetic information, disability (including AIDS and HIV infection), marital status, civil union status, domestic partnership status, veteran status, refusal to submit to a genetic test or to make available the results of a genetic test to an employer, or liability for service in the armed forces, or any other characteristic protected under applicable federal, state or local law. This policy applies to all employment actions including, but not limited to, recruitment, selection, training, promotion, transfer, layoff and termination, job-related social or recreational programs. Blue Foundry Bank’s policy statement is required to be displayed in an area which is readily accessible to both employees and applicants. Blue Foundry Bank maintains all facilities in such a manner that illegal segregation on the basis of any protected characteristic does not result. Our Anti-Harassment Policy states that Blue Foundry Bank is unequivocally opposed to and will not tolerate any harassment of a sexual, racial, ethnic, age or religious nature, or based on any other personal characteristics protected by law from such harassment, that is directed toward any employee or applicant for employment or any other person in the workplace by any other employee or person in the workplace. Blue Foundry Bank will not permit any employee to harass others with whom they have business interactions, including but not limited to other employees, customers and vendors, nor will it permit any outsider to harass Bank employees. This is true not only in the workplace, but during any event outside work involving Bank employees. All employees and supervisors must comply with this policy and take appropriate measures to ensure that such conduct does not occur. Additional policies that communicate the importance and expectations of honest, ethical and fair behavior include the Insider Trading Policy which prohibits directors, officers and other employees from trading shares of the Company’s common stock based on material nonpublic information. To reinforce the importance of the policies above, annual training programs on certain policies are provided to all employees. These programs help employees understand how the policies apply on a day-to-day basis and how to deal with events and situations that may occur. Employees are encouraged to report concerns without fear of retaliation and may do so in a confidential manner. | | | | Blue Foundry Bancorp | 2023 Proxy Statement | | 23 |
The Company’s diversity is demonstrated throughout the organization, including by the members of the Executive Management team. Of our nine executives, four are women, one of whom is a member of an underrepresented minority group. Overall, Blue Foundry Bank’s staff is 64% female and 36% male. In keeping with the Board’s commitment to further diversify, the Board recently appointed Elizabeth Jobes resulting in a board that currently includes three women, one of whom is a member of an underrepresented minority group. The Board has made it a continuing priority to further expand its diversity. Community Engagement. A key element of our mission is to encourage the stability and success of our communities. The Company continues to support organizations that provide healthcare, economic assistance, education and other vital resources. Some of our more significant community-oriented efforts included support of food pantries across all of our markets, local law enforcement and emergency squads. We also continue to support our communities through the many donations made by the Blue Foundry Charitable Foundation. Further information related to Blue Foundry Bank’s support of its communities through volunteerism and philanthropic activities can be found in the ‘In the News’ section of Blue Foundry Bank’s website. REFERENCES TO OUR WEBSITE ADDRESS References to our website address, www.bluefoundrybank.com, throughout this proxy statement and the accompanying materials are for informational purposes only, or to fulfill specific disclosure requirements of the SEC’s rules. These references are not intended to, and do not, incorporate the contents of our websites by reference to this proxy statement or the accompanying materials. Corporate Governance Blue Foundry is committed to maintaining sound corporate governance guidelines and very high standards of ethical conduct and is in compliance with applicable corporate governance laws and regulations. The following are key features of our corporate governance practices. Of our current 9 Directors, 8 are independent. The Board and management regularly focus on strategic planning. New directors are onboarded with an orientation package and are assigned an existing member of the board to mentor during an integration period. The Board follows a robust Director Education Program to keep abreast of significant risks and compliance issues; laws, regulations and requirements applicable to the Company; corporate governance best practices; products and services offered by the Company; changes in the financial services industry; enhancements in technology and platforms relating to the financial services industry; and the delivery and availability of banking products and services. Stock ownership and retention policies are in place for directors and executive officers. We have a clawback policy that applies to the bonus and incentive compensation paid to our executive officers. The Board conducts annual self-evaluations. The Board reviews management talent and succession planning at least annually. The Board actively utilizes internal and external experts in the matters of audit, governance, compensation, shareholder interests and risk management. The Board understands the importance of maintaining regular, open, and transparent communications with our federal and state regulators. We have practices to align executive compensation with long-term shareholder interests; these practices are routinely reviewed and appropriately revised by the Compensation Committee in conjunction with an independent compensation consultant. | | | | Blue Foundry Bancorp | 2023 Proxy Statement | | 24 |
Proposal 1: Election of Directors We oversee our risk management with a focus on the most significant enterprise risks facing our Company, including compliance, credit, legal, liquidity, market, operational, cybersecurity, reputational, and strategic risks. We have guidelines governing the use of pre-established trading plans for transactions in our securities. ENGAGEMENT Our Board and management’s active engagement with our shareholders in soliciting their perspectives is critical to providing long-term value to all of our Company’s stakeholders. We are committed to constructive and meaningful communication with our shareholders. Throughout 2022, management and directors proactively engaged with a number of our institutional shareholders as well as retail shareholders through outreach, meetings, investor presentations, quarterly investor calls and quarterly town hall meetings with all employees. | | | | Blue Foundry Bancorp | 2023 Proxy Statement | | 25 |
CODE OF ETHICS FOR SENIOR OFFICERS Blue Foundry Bancorp has adopted a Code of Ethics for Senior Officers that applies to Blue Foundry Bancorp’s principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions. The Code of Ethics for Senior Officers is available on our website at www.bluefoundrybank.com andcan be accessed by clicking “Investor Relations” and then “Governance—Governance Documents.” Amendments to and waivers from the Code of Ethics for Senior Officers will also be disclosed on our website. BOARD LEADERSHIP STRUCTURE AND THE BOARD’S ROLE IN RISK OVERSIGHT Our Board believes that sound corporate governance calls for an independent oversight function. The role of chairman has always been filled by an independent director. Under the Board of Directors leadership structure, the offices of Chairperson of the Board and Chief Executive Officer are held by separate individuals. The Chairman of the Board is Kenneth Grimbilas, who is an independent director and does not serve in any executive capacity with the Company.The Company’s Chief Executive Officer is James D. Nesci. This current structure provides for a greater role of the independent directors in the oversight of Blue Foundry Bancorp and Blue Foundry Bank, and active participation of the independent directors in setting agendas and establishing priorities and procedures for the work of the Board. The Board conducts regular executive sessions of independent directors. To further assure effective independent oversight, the Board of Directors has adopted a number of governance practices, including: limiting non independent directors to the President and Chief Executive Officer; regular meetings of the independent directors; and annual performance evaluations of the President and Chief Executive Officer by the independent directors. The Board of Directors recognizes that, depending on the circumstances, other leadership models might be appropriate. Accordingly, the Board of Directors periodically reviews its leadership structure. The Board of Directors is actively involved in oversight of risks that could affect Blue Foundry Bancorp. This oversight is conducted primarily through committees of the Board of Directors, but the full Board of Directors has retained responsibility for general oversight of risks. The Board of Directors also satisfies this responsibility through reports by the committee chair of each board committee regarding the committees’ considerations and actions, through review of minutes of committee meetings, and through regular reporting directly from officers responsible for oversight of particular risks within Blue Foundry Bancorp. Risks relating to the direct operations of Blue Foundry Bank (the “Bank”) are further overseen by the Board of Directors of the Bank, whose directors are the same individuals who serve on the Board of Directors of Blue Foundry Bancorp. The Bank Board of Directors also has a committee that conducts risk oversight. All management committees including enterprise risk management, loan and loan oversight, ALCO/investment, and information technology, are responsible for the establishment of policies that guide management and staff in the day-to-day operation of Blue Foundry Bancorp and the Bank. | | | | Blue Foundry Bancorp | 2023 Proxy Statement | | 26 |
Proposal 1: Election of Directors BOARD DIVERSITY The Board is committed to continuing to diversify the composition of the Board. During 2022, the Board embarked on a mission to find a qualified, diverse candidate, to complement the current Board of Directors. That search resulted in finding an extremely qualified candidate, Elizabeth Jobes, Esq. Ms. Jobes was appointed to the Boards of Directors of the Bancorp and Bank in January 2023. Of the nine current members of the Board of Directors, three directors (33% of the Board) are women, one of whom is a member of an underrepresented minority (Ms. Jobes). SUNSETTING OF THE CLASSIFIED BOARD As a newly-public company, the Board had determined that continuing its classified board structure was important to support the Company’s stability and oversight during the initial period following its public offering in July, 2021. In 2022, the Board approved a plan to phase in the declassification of the Board so that by the 2027 annual meeting of shareholders, a period of five (5) annual meetings following the 2021 initial public offering, all directors will be elected for one-year terms. Proposal 3 of this Proxy Statement establishes the method for obtaining shareholder approval to facilitate the declassification of the Board. EMPLOYEE, OFFICER AND DIRECTOR HEDGING AND PLEDGING The Company has adopted an anti-hedging and anti-pledging policy, which prohibits directors and executive officers from engaging in or effecting any transaction designed to hedge or offset the economic risk of owning shares of Company common stock. Accordingly, any hedging, derivative or other equivalent transaction that is specifically designed to reduce or limit the extent to which declines in the trading price of Company common stock would affect the value of the shares of Company common stock owned by an executive officer or director is prohibited. Cashless exercises of employee stock options are not deemed short sales and are not prohibited. This policy does not prohibit transactions in the stock of other companies. The anti-hedging and anti-pledging policy also prohibits directors and executive officers from holding Company securities in a margin account or pledging Company securities as collateral for any other loan. The Company does not have anti-hedging policies or procedures that are applicable to the Company’s employees who are not executive officers and as such, hedging transactions by non-executive employees are not prohibited. The information provided under this Employee, Officer and Director Hedging and Pledging section shall not be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, except to the extent that the Company specifically incorporates this information by reference. DIRECTOR INDEPENDENCE The Board of Directors has determined that each of our directors, with the exception of Chief Executive Officer James D. Nesci, is “independent” as defined in the listing standards of the NASDAQ Stock Market. Mr. Nesci is not independent because he is one of our executive officers. In determining the independence of our directors, the Board of Directors considered relationships between Blue Foundry Bank and our directors that are not required to be reported under “—Transactions With Certain Related Persons,” below. ATTENDANCE AT ANNUAL MEETINGS OF SHAREHOLDERS Blue Foundry Bancorp does not have a written policy regarding director attendance at annual meetings of shareholders, although directors are expected to attend these meetings absent unavoidable scheduling conflicts. All directors attended the 2022 Annual Meeting of Shareholders, and we anticipate that all of our directors will attend the 2023 Annual Meeting of Shareholders. | | | | Blue Foundry Bancorp | 2023 Proxy Statement | | 27 |
COMMUNICATIONS WITH THE BOARD OF DIRECTORS Any shareholder who wishes to contact our Board of Directors or an individual director may do so by writing to: Blue Foundry Bancorp, 19 Park Avenue, Rutherford, New Jersey 07070, Attention: Board of Directors. The letter should indicate that the sender is a shareholder and, if shares are not held of record, should include appropriate evidence of stock ownership. Communications are reviewed by the Corporate Secretary and are then distributed to the Board of Directors or the individual director, as appropriate, depending on the facts and circumstances outlined in the communications received. The Corporate Secretary may attempt to handle an inquiry directly (for example, where it is a request for information about Blue Foundry Bancorp or it is a stock-related matter). The Corporate Secretary has the authority not to forward a communication if it is primarily commercial in nature, relates to an improper or irrelevant topic, or is unduly hostile, threatening, illegal or otherwise inappropriate. At each Board of Directors meeting, the Corporate Secretary shall present a summary of all relevant communications received since the last meeting that were not forwarded and make those communications available to the Directors on request. MEETINGS AND COMMITTEES OF THE BOARD OF DIRECTORS The business of Blue Foundry Bancorp is conducted at regular and special meetings of the Board of Directors and its committees. In addition, the “independent” members of the Board of Directors (as defined in the listing standards of the NASDAQ Stock Market) meet in executive sessions. The standing committees of the boards of directors are the Audit Committee, Compensation Committee, the Nominating/Corporate Governance Committee, and the Enterprise Risk Management Committee. The Board of Directors of Blue Foundry Bancorp held twelveregular meetings and twospecial meetings during the year ended December 31, 2022. The Board of Directors of Blue Foundry Bank held twelve regular meetings and one special meeting during the year ended December 31, 2022. No member of the Board of Directors or any committee thereof attended fewer than 75% of the aggregate of: (i) the total number of meetings of the Board of Directors (held during the period for which he or she has been a director); and (ii) the total number of meetings held by all committees on which he or she served (during the periods that he or she served). Audit Committee. The Audit Committee consists of Directors Ely, Grimbilas, Kinzler and Lang. Mr. Ely serves as Chair of the Audit Committee. Each member of the Audit Committee is “independent” as defined in our Nominating and Corporate Governance Committee Charter. The Board of Directors has determined that Mr. Ely qualifies as an “audit committee financial expert” as that term is used in the rules and regulations of the SEC. Our Board of Directors has adopted a written charter for the Audit Committee, which is available on our website at www.bluefoundrybank.com and can be accessed by clicking “Investor Relations” and then “Governance—Governance Documents.” As more fully described in the Audit Committee Charter, the Audit Committee reviews the financial records and affairs of Blue Foundry Bancorp and monitors adherence in accounting and financial reporting to accounting principles generally accepted in the United States of America. The Audit Committee met 9 times during the year ended December 31, 2022. Compensation Committee. The Compensation Committee consists of Directors Grimbilas, Ely, Goldstein, Lang, Letsche and Shaw. Mr. Goldstein serves as Chair of the Compensation Committee. No member of the Compensation Committee is a current or former officer or employee of Blue Foundry Bancorp or Blue Foundry Bank. The Compensation Committee met 8 times during the year ended December 31, 2022. | | | | Blue Foundry Bancorp | 2023 Proxy Statement | | 28 |
Proposal 1: Election of Directors With regard to compensation matters, the Compensation Committee’s primary purposes are to discharge the Board’s responsibilities relating to the compensation of the Chief Executive Officer and other executive officers, to oversee Blue Foundry Bancorp’s compensation and incentive plans, policies and programs, and to oversee Blue Foundry Bancorp’s management development and succession plans for executive officers. Blue Foundry Bancorp’s Chief Executive Officer will not be present during any committee deliberations or voting with respect to his compensation. The Compensation Committee may form and delegate authority and duties to subcommittees as it deems appropriate. The Compensation Committee operates under a written charter which is available on our website at www.bluefoundrybank.com and can be accessed by clicking “Investor Relations” and then “Governance—Governance Documents.” This charter sets forth the responsibilities of the Compensation Committee and reflects the Compensation Committee’s commitment to create a compensation structure that encourages the achievement of long-range objectives and builds long-term value for our shareholders. The Compensation Committee considers a number of factors in its decisions regarding executive compensation, including, but not limited to, the level of responsibility and performance of the individual executive officers, the overall performance of Blue Foundry Bancorp and a peer group analysis of other financial institutions. In order to identify the appropriate compensation level necessary to attract and retain the talent to build the institution, we consulted with our compensation consultant in developing our peer group. Our peer group is comprised of institutions of similar complexity, within the tri-state geographic area, having approximately $400 million in equity and an asset size of approximately $3 billion. Our executive compensation program is designed to: Attract and retain talented employees in leadership positions by recognizing the importance of these individuals to Blue Foundry Bancorp. Support our strategic performance objectives. Our goal is to provide executive officers with a total compensation package competitive with the market and industry in which we operate, and to promote the long-term goals and performance of Blue Foundry Bancorp. With this in mind, we implemented a new, formal annual incentive plan in 2020 that pays cash awards to the executive officers based on certain performance metrics without encouraging them to take unnecessary risks. In addition, at the 2022 Annual Meeting of Shareholders, the shareholders approved the 2022 Equity Incentive Plan. We believe the use of these plans align the interests of management with those of our shareholders. Nominating and Corporate Governance Committee. The Nominating and Corporate Governance Committee consists of Directors Grimbilas, Goldstein, Letsche and Shaw with Mr. Shaw serving as Chair. The Nominating and Corporate Governance Committee met four times during the year ended December 31, 2022. The Nominating and Corporate Governance Committee operates under a written charter which is available on our website at www.bluefoundrybank.com and can be accessed by clicking “Investor Relations” and then “Governance—Governance Documents.” As more fully described in its charter, the Nominating and Corporate Governance Committee assists the Board of Directors in identifying qualified individuals to serve as Board members, in determining the composition of the Board of Directors and its committees, in developing, recommending and overseeing a process to assess Board effectiveness and in developing and recommending the Company’s corporate governance guidelines. The Nominating and Corporate Governance Committee also considers and recommends the nominees for director to stand for election at the Company’s annual meeting of shareholders. | | | | Blue Foundry Bancorp | 2023 Proxy Statement | | 29 |
COMPENSATION CONSULTANTS Independent Compensation Consultant. Pearl Meyer & Partners, LLC, our compensation consultant, reports directly to the Compensation Committee and provides no other services to the Company, Blue Foundry Bank or management. The Committee considered the firm’s independence under the relevant SEC and stock exchange factors, and determined the firm satisfied the requirements for independence. Role of the Independent Compensation Consultant. Pearl Meyer provides independent compensation consulting services to the Committee related to executive, officer, and board of director compensation. In 2022, Pearl Meyer assisted Blue Foundry in the development of its new equity compensation program that was approved by the Company’s shareholders at the 2022 Annual Meeting and provided competitive market information on equity practices in banks comparable to Blue Foundry Bank. OTHER COMPENSATION GUIDELINES, PRACTICES AND POLICES Stock Ownership Guidelines. The Board of Directors believes that it is in the best interest of the Company and its shareholders to align the financial interests of its senior executive officers and directors with those of shareholders. Accordingly, the Company has adopted a Stock Ownership and Retention Policy for executive officers and directors of the Company that require the following minimum dollar investment in Company common stock: | | | | Position | | Guideline | | | | Chief Executive Officer | | One times (1x) of base salary | | | | Other Executive Officers | | One times (1x) of base salary | | | | Non-Employee Directors | | Three times (3x) the annual retainer paid to the Director for their board membership |
Newly appointed senior executive officers and directors have five years from the time they are appointed, promoted or elected, as the case may be, to meet these guidelines. In order to expedite this process, a minimum of 50% of shares (net of taxes) acquired through the Company’s 2022 Equity Incentive Plan will be required to be held upon each vesting until the guidelines are met. For the purpose of determining if the ownership guidelines are met, unvested performance shares and underlying outstanding stock options will not be considered. Stock ownership for executive officers and directors is reviewed on an annual basis and the Compensation Committee maintains responsibility for the administration of this Policy at its full discretion. “Clawback” Provision.The executive compensation program includes a clawback provision. In the event the Company or Blue Foundry Bank is required to restate its financial statements, participants will be required to forfeit any incentive award earned or distributed during the period for which the restatement is required in excess of what they would have otherwise received based on restated results. The Board has discretion in determining the application of clawbacks and the amounts to be reclaimed under this provision. COMPENSATION AND RISK MANAGEMENT Our Chief Risk Officer evaluated all incentive-based compensation for employees of the Company and prepared a report for the Compensation Committee indicating that none of our incentive-based awards individually, or taken together, was reasonably likely to have a material adverse effect on Blue Foundry. None of the compensation or incentives for Blue Foundry employees were considered as encouraging undue or unwarranted risk. The Compensation Committee accepted the Chief Risk Officer’s report. COMMITTEE CHARTERS The Audit Committee, the Nominating and Governance Committee, and the Compensation Committee each operate pursuant to a separate written charter adopted by the Board. All of the committee charters are available on our website: www.bluefoundrybank.com. The information contained on the website is not incorporated by reference or otherwise considered a part of this document. | | | | Blue Foundry Bancorp | 2023 Proxy Statement | | 30 |
Proposal 1: Election of Directors NOMINATING AND CORPORATE GOVERNANCE COMMITTEE PROCEDURES It is the policy of the Nominating and Corporate Governance Committee of the Board of Directors to consider director candidates recommended by shareholders who appear to be qualified to serve on the Board of Directors. The Nominating and Corporate Governance Committee may choose not to consider an unsolicited recommendation if no vacancy exists on the Board of Directors and the Nominating and Corporate Governance Committee does not perceive a need to increase the size of the Board of Directors. To avoid the unnecessary use of the Nominating and Corporate Governance Committee’s resources, the Nominating and Corporate Governance Committee will consider only those director candidates recommended in accordance with the procedures set forth below. Diversity Considerations. The Board of Directors does not have a formal policy or specific guidelines regarding diversity among board members. However, the Board of Directors seeks members who represent a mix of backgrounds that will reflect the diversity of our shareholders, employees, and customers, and experiences that will enhance the quality of the Board of Directors’ deliberations and decisions. As the holding company for a community-oriented bank, the Board of Directors also seeks directors who can continue to strengthen Blue Foundry Bank’s position in its community and can assist Blue Foundry Bank with business development through business and other community contacts. The Board of Directors is committed to continuing to diversify the composition of the Board. Process for Identifying and Evaluating Nominees; Director Qualifications. The Board of Directors considers the following criteria in evaluating and selecting candidates for nomination: | • | | BENEFIT PLANS AND AGREEMENTSContribution to Board—Blue Foundry Bancorp endeavors to maintain a Board of Directors that possesses a wide range of abilities. Thus, the Board of Directors will assess the extent to which the candidate would contribute to the range of talent, skill and expertise appropriate for the Board of Directors. The Board of Directors will also take into consideration the number of public company boards of directors, other than Blue Foundry Bancorp’s, and committees thereof, on which the candidate serves. The Board of Directors will carefully consider the time commitments of any candidate who would concurrently serve on the boards of directors of more than two public companies other than Blue Foundry Bancorp.
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| • | | Employment Agreement.Experience—Blue Foundry Bancorp is the holding company of Blue Foundry Bank, entered into an employment agreement with Mr. Nesci, effective January 1, 2021. The employment agreement has an initial term of three years, which extends automatically for one additional year on each anniversaryinsured depository institution. Because of the effective datecomplex and heavily regulated nature of Blue Foundry Bancorp’s business, the Board of Directors will consider a candidate’s relevant financial, regulatory and business experience and skills, including the candidate’s knowledge of the agreement, sobanking and financial services industries, familiarity with the operations of public companies and ability to read and understand fundamental financial statements, as well as real estate and legal experience.
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| • | | Familiarity with and Participation in Local Community—Blue Foundry Bancorp is a community-oriented organization that serves the remaining term is again three years, unless eitherneeds of local consumers and businesses. In connection with the local character of Blue Foundry Bancorp’s business, the Board of Directors will consider a candidate’s familiarity with Blue Foundry Bancorp’s market area (or a portion thereof), including without limitation the candidate’s contacts with and knowledge of local businesses operating in Blue Foundry Bancorp’s market area, knowledge of the local real estate markets and real estate professionals, experience with local governments and agencies and political activities, and participation in local business, civic, charitable or religious organizations. |
| • | | Integrity—Due to the nature of the financial services provided by Blue Foundry Bancorp and its subsidiary, Blue Foundry Bank, Blue Foundry Bancorp is in a special position of trust with respect to its customers. Accordingly, the integrity of the Board of Directors is of utmost importance to developing and maintaining customer relationships. In connection with upholding that trust, the Board of Directors will consider a candidate’s personal and professional integrity, honesty and reputation, including, without limitation, whether a candidate or Mr. Nesci give notice toany entity controlled by the other party of non-renewal. Notwithstanding the foregoing,candidate is or has in the eventpast been subject to any regulatory orders, involved in any regulatory or legal action, or been accused or convicted of a violation of law, even if such issue would not result in disqualification for service under Blue Foundry Bancorp’s Bylaws. |
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| • | | Shareholder Interests and Dedication—A basic responsibility of directors is the exercise of their business judgment to act in what they reasonably believe to be in the best long-term interests of Blue Foundry Bancorp and its shareholders. In connection with such obligation, the Board of Directors will consider a candidate’s ability to represent the best long-term interests of Blue Foundry Bancorp and its shareholders, including past service with Blue Foundry Bancorp or Blue Foundry Bank enters into a transaction that would constitute a change in control, as defined underand contributions to their operations, the employment agreement,candidate’s experience or involvement with other local financial services companies, the termpotential for conflicts of interests with the agreement will automatically extend so that it would expire no less than three years followingcandidate’s other pursuits, and the effective date ofcandidate’s ability to devote sufficient time and energy to diligently perform his or her duties, including the change in control.candidate’s ability to personally attend board and committee meetings. |
| • | | The employment agreement specified Mr. Nesci’s initial base salary of $700,000. Independence—The Board of Directors will consider the absence or the Compensation Committeepresence of material relationships between a candidate and Blue Foundry Bank will review Mr. Nesci’s salary no less than annuallyBancorp (including those set forth in applicable listing standards) that might impact objectivity and may increase, but not decrease, Mr. Nesci’s base salary.independence of thought and judgment. In addition, to the base salary, the agreement provides that Mr. Nesci will participate in an annual bonus plan with a target amount determined annually that is not less than 20% of his base salary. Mr. Nesci is also eligible to participate in any long-term incentive plan adopted by Blue Foundry. Mr. Nesci is also entitled to participate in all employee benefit plan arrangements and perquisites offered to employees and officers of Blue Foundry Bank and the reimbursement of reasonable business expenses incurred in the performance of his duties with Blue Foundry Bank. Blue Foundry Bank will also provide Mr. Nesci with an annual automobile allowance of $1,100 per month and an annual country club membership allowance of $22,050. Both the automobile and country club membership allowances will increase by 5% each year.
Blue Foundry Bank may terminate Mr. Nesci’s employment, or Mr. Nesci may resign from his employment, at any time with or without good reason. In the event Blue Foundry Bank terminates Mr. Nesci’s employment without cause or Mr. Nesci voluntary
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resigns for “good reason” (i.e., a “qualifying termination event”), Blue Foundry Bank will pay Mr. Nesci a severance payment equal to the greater of (i) the sum of one times Mr. Nesci’s base salary plus the target amount of the annual incentive bonus (as set by the Board of Directors orwill consider the Compensation Committee for the calendar year in which Mr. Nesci’s termination occurs) or (ii) the sum of Mr. Nesci’s base salarycandidate’s ability to serve on any Board committees that would have been paid during the remaining term of the employment agreement, plus the target amount of the annual incentive bonus that would have been paid during the remaining term of the employment agreement. The severance payment will be paid as salary continuation in substantially equal installments over the twelve-month period following the date of Mr. Nesci’s termination of employment. In addition, if Mr. Nesci elects continued bank-provided group health plan coverage pursuantare subject to the Consolidated Omnibus Reconciliation Act of 1985, as amended (“COBRA”), Blue Foundry Bank will reimburse him for the monthly COBRA premium less the active employee premium for the coverage. Mr. Nesci must sign a general release of claims to receive the severance payment. A “good reason” condition for purposes of the employment agreement includes a material reduction in base salary or target bonus opportunity, a material reduction in authority, duties or responsibilities associated with Mr. Nesci’s position with Blue Foundry Bank, a relocation of his principal place of employment resulting in Mr. Nesci performing his services outside of certain counties listed in the employment agreement.
additional regulatory requirements (e.g. SEC regulations and applicable listing standards). If a qualifying termination event occurs following a change in control of Blue Foundry Bancorp or Blue Foundry Bank, Mr. Nesci would be entitled to (in lieu of the payments and benefits describedshould adopt independence standards other than those set forth in the previous paragraph) a severance payment equal to three times the sum of (i) his base salary, plus (ii) the greater of his highest actual annual incentive bonus for the three calendar years immediately preceding his termination of employment or the target amount of the annual incentive bonus set byNASDAQ Stock Market listing standards, the Board of Directors orwill consider the Compensation Committee for the calendar year in which his termination occurs. If Mr. Nesci’s termination of employment occurs within two years after the change in control, the severance will be paid in one lump-sum payment on the next pay date that is at least seven days following his termination. In addition, if Mr. Nesci elects continued bank-provided group health plan coverage pursuant to COBRA, Blue Foundry Bank will reimburse him for the monthly COBRA premium less the active employee premium for the coverage.candidate’s potential independence under such other standards. |
| • | | The employment agreement terminates upon Mr. Nesci’s death. Also, upon termination of employment (other than a termination in connection with a change in control), Mr. Nesci will be required to adhere to one-year non-competitionGender, Ethnic, and non-solicitation restrictions set forth in his employment agreement.
Change in Control Agreements. Blue Foundry Bank has entered into a Change in Control Agreement with each of Elizabeth Miller and Kelly Pecoraro. Each of the change in control agreements has a term of one year that extends each day by one day until either party gives the other notice of non-renewal. Notwithstanding the foregoing, in the event Diversity—Blue Foundry Bancorp or Blue Foundry Bank enters intounderstands the importance and value of diversity, including gender, ethnicity, skills, and other status, on a transaction that would constitute a changeboard of directors and will consider highly qualified candidates and their demographic backgrounds, including women and individuals from minority groups, to include in control, as defined under the change in control agreements,pool from which candidates are chosen. The Board of Directors is committed to continuing to diversify the termcomposition of the agreementsBoard.
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| • | | Additional Factors—The Board of Directors will automatically extend so thatalso consider any other factors it would expire no sooner than one year (indeems relevant to a candidate’s nomination, including the caseextent to which the candidate helps the Board of Ms. Miller) or three years (inDirectors reflect the case of Ms. Pecoraro) following the effective date of the change in control. Upon termination of the executive’s employment by Blue Foundry Bank without “cause” or by the executive with “good reason” on or after the effective date of a change in controldiversity of Blue Foundry BankBancorp’s shareholders, employees, customers and communities. The Board of Directors also may consider the current composition and size of the Board of Directors, the balance of management and independent directors, and the need for audit committee expertise.
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The Board of Directors identifies nominees by first evaluating the current members of the Board of Directors willing to continue in service, including the current members’ board and committee meeting attendance and performance, length of board service, experience and contributions, and independence. Current members of the Board of Directors with skills and experience that are relevant to Blue Foundry Bancorp’s business and who are willing to continue in service are considered for re-nomination, balancing the value of continuity of service by existing members of the Board of Directors with that of obtaining a new perspective. If there is a vacancy on the Board of Directors because any member of the Board of Directors does not wish to continue in service or if the Board of Directors decides not to re-nominate a member for re-election, the Board of Directors would determine the desired skills and experience of a new nominee (including a review of the skills set forth above), may solicit suggestions for director candidates from all board members and may engage in other search activities. The Board of Directors may consider qualified candidates for director suggested by our shareholders. Shareholders can suggest qualified candidates for director by writing to our Corporate Secretary at 19 Park Avenue, Rutherford, New Jersey 07070. The Board of Directors has adopted a procedure by which shareholders may recommend nominees to the Board of Directors. Shareholders who wish to recommend a nominee must write to Blue Foundry Bancorp’s Corporate Secretary and such communication must include: A statement that the writer is a shareholder and is proposing a candidate for consideration by the Board of Directors; The name and address of the shareholder as they appear on Blue Foundry Bancorp’s books, and of the beneficial owner, if any, on whose behalf the nomination is made; | | | Blue Foundry Bancorp the executive would be entitled to a severance payment equal to three times (in the case of Ms. Pecoraro) or one times (in the case of Ms. Miller) the sum of the executive’s: (i) base salary in effect as of the date of her termination or immediately prior to the change in control, whichever is higher; and (ii) the highest annual cash bonus earned for the three most recently completed performance periods prior to the change in control. The severance will be paid in a lump sum within 30 days following the executive’s date of termination. In addition, the executive would receive twelve consecutive monthly cash payments (in the case of Ms. Miller) and thirty six consecutive monthly cash payments (in the case of Ms. Pecoraro) equal to the executive’s monthly COBRA premium.A “good reason” condition for purposes of the change in control agreement includes a material reduction in base salary, a material reduction in authority, duties or responsibilities associated with the executive’s position| 2023 Proxy Statement
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Proposal 1: Election of Directors The class or series and number of shares of Blue Foundry Bancorp’s capital stock that are owned beneficially or of record by such shareholder and such beneficial owner; A description of all arrangements or understandings between such shareholder and each proposed nominee and any other person or persons (including their names) pursuant to which the nomination(s) are to be made by such shareholder; A representation that such shareholder intends to appear in person or by proxy at the meeting to nominate the nominee named in the shareholder’s notice; The name, age, personal and business address of the candidate and the principal occupation or employment of the candidate; The candidate’s written consent to serve as a director; A statement of the candidate’s business and educational experience and all other information relating to such person that would indicate such person’s qualification to serve on Blue Foundry Bancorp’s Board of Directors; and Such other information regarding the candidate or the shareholder as would be required to be included in Blue Foundry Bancorp’s proxy statement pursuant to SEC Regulation 14A. To be timely, the submission of a candidate for director by a shareholder must be received by the Corporate Secretary at least 120 days prior to the anniversary date of the proxy statement relating to the preceding year’s annual meeting of shareholders. If the date of the annual meeting is advanced more than 30 days prior to or delayed more than 60 days after the anniversary of the preceding year’s annual meeting, a shareholder’s submission of a candidate shall be timely if delivered or mailed to and received by the Corporate Secretary of Blue Foundry Bancorp no later than the 10th day following the day on which public disclosure (by press release issued through a nationally recognized news service, a document filed with the SEC, or on a website maintained by Blue Foundry Bancorp) of the date of the annual meeting is first made. Submissions that are received and that satisfy the above requirements are forwarded to the Board of Directors for further review and consideration, using the same criteria to evaluate the candidate as it uses for evaluating other candidates that it considers. There is a difference between the recommendations of nominees by shareholders pursuant to this policy and a formal nomination (whether by proxy solicitation or in person at a meeting) by a shareholder. Shareholders have certain rights under applicable law with respect to nominations, and any such nominations must comply with applicable law and provisions of the Bylaws of Blue Foundry Bancorp. See “Shareholder Proposals and Nominations.” AUDIT COMMITTEE REPORT The Audit Committee has issued a report that states as follows: We have reviewed and discussed with management our audited consolidated financial statements for the year ended December 31, 2022. We have discussed with the independent registered public accounting firm the matters required to be discussed by the applicable requirements of the Public Company Accounting Oversight Board Auditing Standard. We have received the written disclosures and the letter from the independent registered public accounting firm required by PCAOB Rule 3526, “Communication with Audit Committees Concerning Independence,” and have discussed with the independent registered public accounting firm their independence. | | | Blue Foundry Bank, a relocation of the executive’s principal place of employment resulting in an increase in her commute by 30 miles or more.Bancorp | 2023 Proxy Statement | | 33 |
Based on the review and discussions referred to above, the Audit Committee recommended to the Board of Directors that the audited consolidated financial statements be included in our Annual Report on Form 10-K for the year ended December 31, 2022 for filing with the SEC. This report shall not be deemed incorporated by reference by any general statement incorporating by reference this proxy statement into any filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, except to the extent that Blue Foundry Bancorp specifically incorporates this information by reference, and shall not otherwise be deemed filed under such Acts. This report has been provided by the Audit Committee: J. Christopher Ely (Chair) Kenneth Grimbilas Patrick H. Kinzler Mirella Lang TRANSACTIONS WITH CERTAIN RELATED PERSONS The Sarbanes-Oxley Act of 2002 generally prohibits publicly traded companies from making loans to their executive officers and directors, but it contains a specific exemption from such prohibition for loans made by federally insured financial institutions, such as Blue Foundry Bank, to their executive officers and directors in compliance with federal banking regulations. Federal regulations permit executive officers and directors to receive the same terms that are widely available to other employees as long as the director or executive officer is not given preferential treatment compared to the other participating employees. All transactions between the Company and its executive officers, directors, holders of 10% or more of the shares of its common stock and affiliates thereof, are on terms no less favorable to the Company than could have been obtained by it in arms-length negotiations with unaffiliated persons. Such transactions must be approved by a majority of the independent directors of the Company not having any interest in the transaction. In the ordinary course of business, Blue Foundry Bank makes loans available to its directors, officers and employees. The aggregate amount of our outstanding loans to our executive officers and directors and their related entities was approximately $54,000 at December 31, 2022, consisting of one loan to an officer of the Company. This loan was made in the ordinary course of business on substantially the same terms, including interest rate and collateral, as those prevailing at the time for comparable loans with persons not related to Blue Foundry Bank. This loan neither involves more than the normal risk of collectability nor present other unfavorable features. Other than described above, and except for loans to executive officers made in the ordinary course of business that were made on substantially the same terms, including interest rates and collateral, as those prevailing at the time for comparable loans with persons not related to Blue Foundry Bank and for which management believes neither involve more than the normal risk of collection nor present other unfavorable features, we and our subsidiary have not had any transaction or series of transactions, or business relationships, nor are any such transactions or relationships proposed, in which the amount involved exceeds $120,000 and in which our directors or executive officers have a direct or indirect material interest. Pursuant to our Policy and Procedures for Approval of Related Person Transactions, the Audit Committee reviews and approves all related party transactions in accordance with, and as required by, the NASDAQ corporate governance listing standards. DELINQUENT SECTION 16(a) REPORTS Our executive officers and directors and beneficial owners of greater than 10% of the outstanding shares of common stock are required to file reports with the SEC disclosing beneficial ownership and changes in beneficial ownership of our common stock. SEC rules require disclosure if an executive officer, director or 10% beneficial owner fails to file these reports on a timely basis. Based solely on its review of copies of the reports the Company has received and written representations provided to it from the individuals required to file Section 16(a) reports, the Company believes that each individual who, at any time during the fiscal year ended December 31, 2022, served as an executive officer or director of the Company, has complied with applicable reporting requirements for transactions in Company common stock during the fiscal year ended December 31, 2022, except for Robert Rowe who, due to administrative oversights failed to timely file one Form 4 and one Form 3, respectively, to report one transaction in the Company’s stock. We believe that no other executive officer, director or 10% beneficial owner of our shares of common stock failed to file ownership reports on a timely basis. | | | | Blue Foundry Bancorp | 2023 Proxy Statement | | 34 |
Proposal 1: Election of Directors EXECUTIVE COMPENSATION COMPENSATION DISCUSSION AND ANALYSIS EXECUTIVE SUMMARY Our compensation program is specifically designed to provide executives with competitive compensation packages that include elements of both reward and retention. The Compensation Committee routinely reviews our executive compensation practices to remain market competitive and be able to attract, motivate and retain highly qualified and talented executives who will help maximize Blue Foundry’s financial performance. ELEMENTS OF EXECUTIVE COMPENSATION FOR 2022 The Compensation Committee used a total compensation approach in establishing our elements of executive compensation, which consists of base salary, annual cash incentive awards, long-term incentive awards (such as stock options), a competitive benefits package and limited perquisites. BASE SALARY Annual salary is the only fixed component of Blue Foundry’s executive compensation program. In setting salary, the Committee looks at current pay practices, Peer Group comparisons and general market analysis in consultation with its compensation consultant, Pearl Meyer. The Committee then establishes salaries that are competitive to the Peer Group and the external market for similar positions. The Committee reviews the salaries on an annual basis. For 2022, there was no increase in the CEO’s base salary. When reviewing market data obtained from our Compensation Consultant, we noted that the CEO’s base salary was in-line with the 50th percentile. ANNUAL INCENTIVE PLAN Annual Incentive Plan.Blue Foundry Bank has instituted an Annual Incentive Plan as a short-term incentive plan for our executive officers to incentivize personal performance in conjunction with Blue Foundry Bank’s overall performance. Payments under the Annual Incentive Plan are based on both Blue Foundry Bank’s overall performance and the executive’s personal performance.
The Compensation Committee has set incentive opportunities for each of the Named Executive Officers based on a percentage of base salary. The actual amount of an award is based on the level of business results and personal performance. | | | | | | | | 22 | | Blue Foundry Bancorp | 2022 Proxy Statement
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| | | | | | | | Proposal I: Election of Directors | |
For 2021, the Compensation Committee established the following range of annual cash incentive award opportunities for Threshold, Target and Superior Achievements as a percentage of base salary:
For 2021,
For 2022, the Compensation Committee weighted each Named Executive Officer’s annual cash incentive award opportunity with respect to the corporate financial target and individual goals as follows: | | | | | | | | | | | | | | | | | | | | | | | | | | ($ in millions) | | | | | Performance Goals | | | | | | | | | Performance Measures | | Weight | | | Threshold (50%) | | | Target (100%) | | | Superior (150%) | | | Result | | | Payout | | Net Loan Growth | | | 30 | % | | $ | 250 | | | $ | 300 | | | $ | 350 | | | $ | 261 | | | | 61 | % | Core Deposit Growth | | | 25 | % | | $ | 46 | | | $ | 54 | | | $ | 62 | | | $ | 87 | | | | 150 | % | Net Interest Margin | | | 25 | % | | | 2.72 | % | | | 2.92 | % | | | 3.12 | % | | | 2.73 | % | | | 53 | % | Individual Performance | | | 20 | % | | | Discretionary | | | | | | | | Discretionary | | | | | | | | | | | | | | | | | | | | | | | | | | | Grand Total | | | 100 | % | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Under the 2022 Annual Incentive Plan, the committee set the targeted total cash incentive award for Mr. Nesci’s award at 60% of base salary and the targeted total cash incentive award for Ms. Pecoraro, Mr. Goldberg and Ms. Miller at 35% of base salary. For the year ended December 31, 2022, the Named Executive Officers received an Annual Incentive Plan payment as detailed below: | | | | | | | | | | | | | | | | 2022 | | | | | Annual Incentive Plan Actual Payment | | | Actual Payment % of Base Salary | | | Annual Incentive Plan Target % | | James D. Nesci | | $ | 415,485 | | | | 59 | % | | | 60 | % | Kelly Pecoraro (1) | | | 85,228 | | | | 35 | % | | | 35 | % | Jason Goldberg | | | 121,183 | | | | 35 | % | | | 35 | % | Elizabeth Miller | | | 115,643 | | | | 35 | % | | | 35 | % |
| (1) | Ms. Pecoraro’s annual incentive was prorated based upon actual earnings in 2022 as she was not employed for the full year. |
EQUITY INCENTIVE PLAN The 2022 Equity Plan was approved by shareholders of the Company at the annual meeting of shareholders held on August 25, 2022. Under the 2022 Equity Plan, individuals including officers and directors are eligible to receive awards of restricted stock and stock options to purchase shares of Blue Foundry Bancorp common stock (at an exercise price of no less than the market price of the common stock at the time of grant). A total of 3,993,150 shares (1,140,900 restricted stock awards and 2,852,250 stock options) of Blue Foundry Bancorp common stock were authorized for issuance under the 2022 Equity Incentive Plan. Restricted stock awards and options granted under the 2022 Equity Plan generally vest in equal installments, over a service period between five and seven years beginning one year from the date of grant. The vesting of the awards and options accelerate upon death, disability or an involuntary termination at or following a change in control. During the year ended December 31, 2022, the Company awarded 1,861,850 stock options to officers under the 2022 Equity Plan. These stock option awards vest ratably over seven years. The Compensation Committee believes that officer and employee stock ownership provides a significant incentive for building shareholder value by further aligning the interest of our officers and employees with shareholders because such compensation is directly linked to the performance of Blue Foundry common stock. | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | ($ in millions) | | | | Performance Goals | | | | | | | | | | | | Performance Measures | | Weight | | Threshold (50%) | | Target (100%) | | Superior (150%) | | Result | | Payout | Net Loan Growth | | | | 30 | % | | | $ | 270 | | | | $ | 320 | | | | $ | 370 | | | | $ | 2 | | | | | — | | Core Deposit Growth | | | | 25 | % | | | $ | 38 | | | | $ | 45 | | | | $ | 52 | | | | $ | 136 | | | | | 150 | % | Net Interest Margin | | | | 25 | % | | | | 2.73 | % | | | | 2.93 | % | | | | 3.13 | % | | | | 2.63 | % | | | | — | | Individual Performance | | | | 20 | % | | | | Discretionary | | | | | Discretionary | | Grand Total | | | | 100 | % | | | | | | | | | | | | | | | | | | | | | | | | | |
Under the 2021 Annual Incentive Plan, Mr. Nesci’s award opportunity is 90% of base salary and the award opportunities for Mr. Ciurlino and Ms. Miller are 35% of base salary. The higher targeted opportunities under the Annual Incentive Plan reflect the fact that
| | | Blue Foundry Bank has not previously made awards to the Named Executive Officers under a long-term incentive plan and has not adopted a long-term incentive plan for 2021. For the year ended December 31, 2021, Messrs. Nesci and Ciurlino received an Annual Incentive Plan payment of $425,250 and $66,840, respectively, and Ms. Miller received an Annual Incentive Plan payments as detailed below: | | | | | | | | | | | | | | | | | | | | | 2021 | | | | | | | | Annual Incentive Plan Actual Payment | | Actual Payment % of Base Salary | | Annual Incentive Plan Target % | James D. Nesci | | | $ | 425,250 | | | | | 61 | % | | | | 90 | % | Brent Ciurlino | | | | 66,840 | | | | | 22 | % | | | | 35 | % | Elizabeth Miller | | | | 76,904 | | | | | 24 | % | | | | 35 | % |
Deferred Compensation Plan. Blue Foundry Bank has entered into an Executive Deferred Compensation Agreement with Mr. Nesci (the “Deferred Compensation Agreement”). Under the Deferred Compensation Agreement, each year Blue Foundry Bank will credit a contribution of at least $50,000 to an account for the benefit of Mr. Nesci. The amounts credited to the account will earn an annual rate interest equal to the Prime Rate (as reported in the Wall Street Journal on the first business day of the year) plus two percent (2%), compounded monthly. The Board of Directors may, in its discretion, change the rate used to credit interest on the account from time to time. Mr. Nesci is always 100% vested in his account under the Deferred Compensation Agreement. Mr. Nesci generally will become entitled to a lump sum distribution of his account under the plan within 30 days following a separation from service. If Mr. Nesci dies prior to receiving a distribution from the plan, his beneficiary will be entitled to receive the account balance in a single lump sum payment. In certain situations that would constitute an unforeseeable emergency, Mr. Nesci may be entitled to receive an in-service distribution of a portion of his account under the Deferred Compensation Agreement.
401(k) Plan. Blue Foundry Bank maintains the Blue Foundry Bank 401(k) Plan, a tax-qualified defined contribution plan for eligible employees (the “401(k) Plan”). The named executive officers are eligible to participate in the 401(k) Plan on the same terms as other eligible employees of Blue Foundry Bank.
Under the 401(k) Plan, a participant may elect to defer, on a pre-tax basis, the maximum amount of compensation permitted by the Internal Revenue Code. For 2021, the salary deferral contribution limit was $19,500, provided, however, that a participant over age 50 could contribute an additional $6,500 to the 401(k) Plan for a total of $26,000. In addition to salary deferral contributions, Blue Foundry Bank makes safe harbor matching contributions equal to 100% of a participant’s salary deferrals, up to 4% of the participant’s compensation, and 50% of a participant’s salary deferrals that exceed 4% but do not exceed 6% of the participant’s compensation. A participant is always 100% vested in his or her salary deferral contributions and safe-harbor matching contributions.
Blue Foundry Bank may also make other discretionary matching contributions and other discretionary employer contributions to the 401(k) Plan, including profit sharing contributions, which vest based on a participant’s years of service at the rate of 0%
| | | | | | | | | | Blue Foundry Bancorp | 2022 Proxy Statement
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Bancorp | 2023 Proxy Statement | | 36 |
| | | Proposal I: Election of Directors | | |
through three years of service and 100% after completing three years of service. Eligible employees must be 18 years of age and complete 12 months of service (in which they complete at least 1,000 hours of service)
Proposal 1: Election of Directors RETIREMENT PLANS Deferred Compensation Plan. Blue Foundry Bank has entered into an Executive Deferred Compensation Agreement with Mr. Nesci (the “Deferred Compensation Agreement”). Under the Deferred Compensation Agreement, each year Blue Foundry Bank will credit a contribution of at least $50,000 to an account for the benefit of Mr. Nesci. The amounts credited to the account will earn an annual rate interest equal to the Prime Rate (as reported in the Wall Street Journal on the first business day of the year) plus two percent (2%), compounded monthly. The Board of Directors may, in its discretion, change the rate used to credit interest on the account from time to time. Mr. Nesci is always 100% vested in his account under the Deferred Compensation Agreement. Mr. Nesci generally will become entitled to a lump sum distribution of his account under the plan within 30 days following a separation from service. If Mr. Nesci dies prior to receiving a distribution from the plan, his beneficiary will be entitled to receive the account balance in a single lump sum payment. In certain situations that would constitute an unforeseeable emergency, Mr. Nesci may be entitled to receive profit sharing contributions under the 401(k) Plan. Defined Benefit Pension Plan. Blue Foundry Bank participates in a multiple employer defined benefit pension plan (the “Pension Plan”). Effective as of May 1, 2020, the plan was amended so that no new employees would become eligible to participate in the plan and the annual benefit provided to employees under the Pension Plan was frozen. Freezing the Pension Plan eliminated all future benefit accruals; however, the accrued benefits as of December 31, 2020, remain. The Company elected to withdraw from the Pentegra Defined Benefit Plan in August 2021, and recognized an $11.2 million expense associated with the exit from the plan. The withdrawal was completed on December 1, 2021.
in-service distribution of a portion of his account under the Deferred Compensation Agreement. 401(k) Plan. Blue Foundry Bank maintains the Blue Foundry Bank 401(k) Plan, a tax-qualified defined contribution plan for eligible employees (the “401(k) Plan”). The named executive officers are eligible to participate in the 401(k) Plan on the same terms as other eligible employees of Blue Foundry Bank. Under the 401(k) Plan, a participant may elect to defer, on a pre-tax basis, the maximum amount of compensation permitted by the Internal Revenue Code. For 2022, the salary deferral contribution limit was $20,500, provided, however, that a participant over age 50 could contribute an additional $6,500 to the 401(k) Plan for a total of $27,000. In addition to salary deferral contributions, Blue Foundry Bank makes safe harbor matching contributions equal to 100% of a participant’s salary deferrals, up to 4% of the participant’s compensation, and 50% of a participant’s salary deferrals that exceed 4% but do not exceed 6% of the participant’s compensation. A participant is always 100% vested in his or her salary deferral contributions and safe-harbor matching contributions. Blue Foundry Bank may also make other discretionary matching contributions and other discretionary employer contributions to the 401(k) Plan, including profit sharing contributions, which vest based on a participant’s years of service at the rate of 0% through three years of service and 100% after completing three years of service. Eligible employees must be 18 years of age and complete 12 months of service (in which they complete at least 1,000 hours of service) to receive profit sharing contributions under the 401(k) Plan. Defined Benefit Pension Plan. Blue Foundry Bank participated in a multiple employer defined benefit pension plan (the “Pension Plan”). Effective as of May 1, 2020, the plan was amended so that no new employees would become eligible to participate in the plan and the annual benefit provided to employees under the Pension Plan was frozen. Freezing the Pension Plan eliminated all future benefit accruals; however, the accrued benefits as of December 31, 2020, remained. As noted in the IPO prospectus, the Company contemplated withdrawing from the Pension Plan and formally elected to withdraw from the Pentegra Defined Benefit Plan in August 2021, and recognized an $11.2 million expense associated with the exit from the plan. The withdrawal was completed on December 1, 2021. Employee Stock Ownership Plan. In connection with the conversion and related stock offering, Blue Foundry Bank adopted an ESOP for eligible employees. The named executive officers are eligible to participate in the ESOP on the same terms as other eligible employees. Eligible employees begin participation in the ESOP upon the first entry date commencing on or after the eligible employee’s completion of one year of service and attainment of age 18. The ESOP trustee purchased, on behalf of the ESOP, 8.0% of the total number of shares of Blue Foundry Bancorp common stock issued in the conversion and related stock offering, or 2,281,800 shares. The ESOP funded its stock purchase with a loan from Blue Foundry Bancorp equal to the aggregate purchase price of the common stock. The trustee repays the loan principally through Blue Foundry Bank’s contributions to the ESOP and any dividends payable on common stock held by the ESOP over the anticipated 25-year term of the loan. The interest rate for the ESOP loan is a fixed rate of 3.25%, which was the prime rate, as published in The Wall Street Journal, on the closing date of the stock offering. | | | | Blue Foundry Bancorp | 2023 Proxy Statement | | 37 |
The trustee holds the shares purchased by the ESOP in an unallocated suspense account, and shares will be released from the suspense account on a pro-rata basis as the trustee repays the loan. The trustee allocates the shares released among participants’ accounts based on each participant’s proportional share of compensation relative to all participants. Participants vest in his or her account balance based on his or her years of service with the bank, at the rate of 20% per year though the first five years of service, so that the participant will be 100% vested after completing five years of service. Participants who were employed by Blue Foundry Bank immediately prior to the closing of the stock offering received credit for vesting purposes for years of service prior to adoption of the ESOP. Participants also will automatically become fully vested upon attainment of their normal retirement age (age 65), death or disability, a change in control, or termination of the ESOP. Generally, participants will receive distributions from the ESOP upon terminating employment in accordance with the terms of the plan document. The ESOP reallocates any unvested shares forfeited upon a participant’s termination of employment among the remaining participants. Under applicable accounting requirements, Blue Foundry Bank records compensation expense for the ESOP at the fair market value of the shares as they are committed to be released from the unallocated suspense account, which may be more or less than the original issue price. DIRECTORS’EMPLOYMENT AND CHANGE IN CONTROL AGREEMENTS
Employment Agreement. Blue Foundry Bank entered into an employment agreement with Mr. Nesci, effective January 1, 2021. The employment agreement has an initial term of three years, which extends automatically for one additional year on each anniversary of the effective date of the agreement, so that the remaining term is again three years, unless either Blue Foundry Bank or Mr. Nesci give notice to the other party of non-renewal. Notwithstanding the foregoing, in the event Blue Foundry Bancorp or Blue Foundry Bank enters into a transaction that would constitute a change in control, as defined under the employment agreement, the term of the agreement will automatically extend so that it would expire no less than three years following the effective date of the change in control. The employment agreement specified Mr. Nesci’s initial base salary of $700,000. The Board of Directors or the Compensation Committee of Blue Foundry Bank will review Mr. Nesci’s salary no less than annually and may increase, but not decrease, Mr. Nesci’s base salary. In addition to the base salary, the agreement provides that Mr. Nesci will participate in an annual bonus plan with a target amount determined annually that is not less than 20% of his base salary. Mr. Nesci is also eligible to participate in any long-term incentive plan adopted by Blue Foundry. Mr. Nesci is also entitled to participate in all employee benefit plan arrangements and perquisites offered to employees and officers of Blue Foundry Bank and the reimbursement of reasonable business expenses incurred in the performance of his duties with Blue Foundry Bank. Blue Foundry Bank will also provide Mr. Nesci with an annual automobile allowance of $1,100 per month and an annual country club membership allowance of $22,050. Both the automobile and country club membership allowances will increase by 5% each year. Blue Foundry Bank may terminate Mr. Nesci’s employment, or Mr. Nesci may resign from his employment, at any time with or without good reason. In the event Blue Foundry Bank terminates Mr. Nesci’s employment without cause or Mr. Nesci voluntary resigns for “good reason” (i.e., a “qualifying termination event”), Blue Foundry Bank will pay Mr. Nesci a severance payment equal to the greater of (i) the sum of one times Mr. Nesci’s base salary plus the target amount of the annual incentive bonus (as set by the Board of Directors or the Compensation Committee for the calendar year in which Mr. Nesci’s termination occurs) or (ii) the sum of Mr. Nesci’s base salary that would have been paid during the remaining term of the employment agreement, plus the target amount of the annual incentive bonus that would have been paid during the remaining term of the employment agreement. The severance payment will be paid as salary continuation in substantially equal installments over the twelve-month period following the date of Mr. Nesci’s termination of employment. In addition, if Mr. Nesci elects continued bank-provided group health plan coverage pursuant to the Consolidated Omnibus Reconciliation Act of 1985, as amended (“COBRA”), Blue Foundry Bank will reimburse him for the monthly COBRA premium less the active employee premium for the coverage. Mr. Nesci must sign a general release of claims to receive the severance payment. A “good reason” condition for purposes of the employment agreement includes a material reduction in base salary or target bonus opportunity, a material reduction in authority, duties or responsibilities associated with Mr. Nesci’s position with Blue Foundry Bank, a relocation of his principal place of employment resulting in Mr. Nesci performing his services outside of certain counties listed in the employment agreement. | | | | Blue Foundry Bancorp | 2023 Proxy Statement | | 38 |
Proposal 1: Election of Directors If a qualifying termination event occurs following a change in control of Blue Foundry Bancorp or Blue Foundry Bank, Mr. Nesci would be entitled to (in lieu of the payments and benefits described in the previous paragraph) a severance payment equal to three times the sum of (i) his base salary, plus (ii) the greater of his highest actual annual incentive bonus for the three calendar years immediately preceding his termination of employment or the target amount of the annual incentive bonus set by the Board of Directors or the Compensation Committee for the calendar year in which his termination occurs. If Mr. Nesci’s termination of employment occurs within two years after the change in control, the severance will be paid in one lump-sum payment on the next pay date that is at least seven days following his termination. In addition, if Mr. Nesci elects continued bank-provided group health plan coverage pursuant to COBRA, Blue Foundry Bank will reimburse him for the monthly COBRA premium less the active employee premium for the coverage. The employment agreement terminates upon Mr. Nesci’s death. Also, upon termination of employment (other than a termination in connection with a change in control), Mr. Nesci will be required to adhere to one-year non-competition and non-solicitation restrictions set forth in his employment agreement. Change in Control Agreements. Blue Foundry Bank has entered into a Change in Control Agreement with each of Mr. Goldberg, Ms. Miller and Ms. Pecoraro. Each of the change in control agreements has a term of one year that extends each day by one day until either party gives the other notice of non-renewal. Notwithstanding the foregoing, in the event Blue Foundry Bancorp or Blue Foundry Bank enters into a transaction that would constitute a change in control, as defined under the change in control agreements, the term of the agreements will automatically extend so that it would expire no sooner than one year (in the case of Ms. Miller and Mr. Goldberg) or three years (in the case of Ms. Pecoraro) following the effective date of the change in control. Upon termination of the executive’s employment by Blue Foundry Bank without “cause” or by the executive with “good reason” on or after the effective date of a change in control of Blue Foundry Bank or Blue Foundry Bancorp, the executive would be entitled to a severance payment equal to three times (in the case of Ms. Pecoraro) or one times (in the case of Ms. Miller and Mr. Goldberg) the sum of the executive’s: (i) base salary in effect as of the date of his/her termination or immediately prior to the change in control, whichever is higher; and (ii) the highest annual cash bonus earned for the three most recently completed performance periods prior to the change in control. The severance will be paid in a lump sum within 30 days following the executive’s date of termination. In addition, the executive would receive twelve consecutive monthly cash payments (in the case of Ms. Miller and Mr. Goldberg) and thirty six consecutive monthly cash payments (in the case of Ms. Pecoraro) equal to the executive’s monthly COBRA premium. A “good reason” condition for purposes of the change in control agreement includes a material reduction in base salary, a material reduction in authority, duties or responsibilities associated with the executive’s position with Blue Foundry Bank, a relocation of the executive’s principal place of employment resulting in an increase in her commute by 30 miles or more. | | | | Blue Foundry Bancorp | 2023 Proxy Statement | | 39 |
Proposal 1: Election of Directors SUMMARY COMPENSATION TABLE The following table sets forth, for the yearyears ended December 31, 2022 and 2021, certain information as to the total remuneration wecompensation paid to our directors other than James D. Nesci:Nesci, who serves as our President and Chief Executive Officer, Kelly Pecoraro, who serves as our Executive Vice President and Chief Financial Officer, Jason Goldberg, who serves as our Executive Vice President and Chief Lending Officer, and Elizabeth Miller, who serves as our Executive Vice President and Chief Retail Officer. Each of the individuals listed in the table below is referred to as a “Named Executive Officer (NEO).” | | | | | | | | | | | | | | | | | | | | Name | | Fees Earned or Paid
in Cash | | All Other
Compensation(1) | | Total | Kenneth Grimbilas | | | $ | 98,500 | | | | $ | 1,055 | | | | $ | 99,555 | | J. Christopher Ely | | | | 81,000 | | | | | — | | | | | 81,000 | | Jonathan M. Shaw | | | | 75,500 | | | | | — | | | | | 75,500 | | Mirella Lang | | | | 71,750 | | | | | — | | | | | 71,750 | | Margaret Letsche | | | | 75,000 | | | | | — | | | | | 75,000 | | Patrick H. Kinzler | | | | 75,000 | | | | | — | | | | | 75,000 | | Robert T. Goldstein | | | | 72,000 | | | | | — | | | | | 72,000 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | Name and principal position | | Year | | | Salary | | | Option Awards(1) | | | Non-Equity Incentive Compensation | | | All Other Compensation(2) | | | Total | | James D. Nesci | | | 2022 | | | $ | 700,000 | | | $ | 2,430,117 | | | $ | 415,485 | | | $ | 123,774 | | | $ | 3,671,398 | | President and Chief Executive Officer | | | 2021 | | | | 700,000 | | | | — | | | | 425,250 | | | | 153,277 | | | | 1,278,527 | | Kelly Pecoraro | | | 2022 | | | | 246,154 | | | | 754,020 | | | | 85,228 | | | | 11,057 | | | | 1,098,481 | | Executive Vice President and Chief Financial Officer (3)(4) | | | | | | | | | | | | | | | | | | | | | | | | | Jason Goldberg (4) | | | 2022 | | | | 350,000 | | | | 460,080 | | | | 121,182 | | | | 15,540 | | | | 946,802 | | Executive Vice President and Chief Lending Officer | | | | | | | | | | | | | | | | | | | | | | | | | Elizabeth Miller | | | 2022 | | | | 334,000 | | | | 460,080 | | | | 115,643 | | | | 17,500 | | | | 927,223 | | Executive Vice President and Chief Retail Officer | | | 2021 | | | | 325,519 | | | | — | | | | 76,904 | | | | 16,681 | | | | 417,673 | |
| (1) | Represents paymentsThe amounts shown represent the aggregate grant date fair value of medical premiums on behalftime-vesting stock options, which vest ratably over seven years, computed in accordance with FASB ASC Topic 718. The exercise price of each option is $11.69.
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| (2) | The compensation represented by the amounts for 2022 and 2021 set forth in the “All Other Compensation” column for the Named Executive Officers is detailed in the following table. |
| (3) | Ms. Pecoraro has been our Executive Vice President and Chief Financial Officer since May 2022. Ms. Pecoraro’s full year salary is $400,000. |
| (4) | Ms. Pecoraro and Mr. Grimbilas.Goldberg did not qualify as a Named Executive Officer for the year ended December 31, 2021. |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | All Other Compensation | | | | | | | | | | | | | | | | | | | | | | | Name | | Year | | | 401(k) Plan Matching Contributions | | | Deferred Compensation Plan Contributions | | | Automobile Usage | | | Country Club Membership | | | Life Insurance Premiums | | | Total All Other Compensation | | James D. Nesci | | | 2022 | | | $ | 15,250 | | | $ | 74,546 | | | $ | 13,892 | | | $ | 18,292 | | | $ | 1,794 | | | $ | 123,774 | | | | | 2021 | | | | 14,500 | | | | 106,800 | | | | 13,230 | | | | 17,577 | | | | 1,170 | | | | 153,277 | | Kelly Pecoraro(1) | | | 2022 | | | | 10,462 | | | | — | | | | — | | | | — | | | | 595 | | | | 11,057 | | Jason Goldberg (1) | | | 2022 | | | | 15,000 | | | | — | | | | — | | | | — | | | | 540 | | | | 15,540 | | Elizabeth Miller | | | 2022 | | | | 15,250 | | | | — | | | | — | | | | — | | | | 2,250 | | | | 17,500 | | | | | 2021 | | | | 14,500 | | | | — | | | | — | | | | — | | | | 2,181 | | | | 16,681 | |
| (1) | Ms. Pecoraro and Mr. Goldberg did not qualify as a Named Executive Officer for the year ended December 31, 2021. |
| | | | | | 24 | | Blue Foundry Bancorp | 2023 2022 Proxy Statement | | 40 |
Proposal 1: Election of Directors GRANTS OF PLAN-BASED AWARDS At the annual meeting of shareholders held on August 25, 2022, a majority of the shareholders of the Company approved the Blue Foundry Bancorp 2022 Equity Incentive Plan (“2022 Equity Plan”). The following table summarizes grants made in 2022 to our NEOs under the 2022 Equity Plan. | | | | | | | | | | | | | | | | | | | | Option Awards | | Name | | Grant
Date | | | Number of
securities
underlying
options (1)
(#) | | | Option
exercise
price
($) | | | Grant date fair
value of Option
Awards ($)(2) | | James D. Nesci | | | 10/19/2022 | | | | 570,450 | | | | 11.69 | | | | 2,430,117 | | Kelly Pecoraro | | | 10/19/2022 | | | | 177,000 | | | | 11.69 | | | | 754,020 | | Jason Goldberg | | | 10/19/2022 | | | | 108,000 | | | | 11.69 | | | | 460,080 | | Elizabeth Miller | | | 10/19/2022 | | | | 108,000 | | | | 11.69 | | | | 460,080 | |
| (1) | Stock options vest ratably for seven years commencing on October 19, 2023 and are subject to forfeiture until vested. |
| (2) | | | | | | | Proposal I: ElectionThe grant date fair value of Directors | stock option awards is equal to the number of options multiplied by a fair value of $4.26, as computed using the Black-Scholes option pricing model. |
DIRECTOR FEESOUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END
EachThe following table shows information regarding all unvested equity awards held by our NEOs on December 31, 2022. No equity awards were made to the NEOs in 2021.
| | | | | | | | | | | | | | | | | | | | | Outstanding Equity Awards at Fiscal Year-End | | | | | Option Awards | | Name | | Grant
Date | | | Number of
securities
underlying
unexercised
options
(exercisable)
(#) | | | Number of
securities
underlying
unexercised
options
(unexercisable)
(#) | | | Option
exercise
price
($) | | | Option
expiration
date (2) | | James D. Nesci | | | 10/19/2022 | | | | — | | | | 570,450 | | | | 11.69 | | | | 10/19/2032 | | Kelly Pecoraro | | | 10/19/2022 | | | | — | | | | 177,000 | | | | 11.69 | | | | 10/19/2032 | | Jason Goldberg | | | 10/19/2022 | | | | — | | | | 108,000 | | | | 11.69 | | | | 10/19/2032 | | Elizabeth Miller | | | 10/19/2022 | | | | — | | | | 108,000 | | | | 11.69 | | | | 10/19/2032 | |
| (1) | Stock options vest ratably for seven years commencing on October 19, 2023 and are subject to forfeiture until vested. |
| (2) | Stock options expire, if unexercised, 10 years from grant date. |
DIRECTORS’ COMPENSATION ANNUAL BOARD RETAINER Currently, each person who serves as a director of Blue Foundry Bancorp also serves as a director of Blue Foundry Bank. Directors currently receive a base annual retainer of $51,000. In addition, the ChairmanThe Chairperson of the Board receives an additional annual retainer of $15,000. These retainers are for service on both the Bancorp and Bank Boards pursuant to an expense allocation agreement. | | | | Blue Foundry Bancorp | 2023 Proxy Statement | | 41 |
BOARD COMMITTEE AND COMMITTEE CHAIR RETAINERS Committee compensation is detailed below: | | | | | Audit | | Nomination and
Governance | | Compensation | | Enterprise Risk | | Strategy(1) | | Audit | | | Nomination and Governance | | | Compensation | | | Enterprise Risk | | Committee Member | | | $ | 10,500 | | | | $ | 6,000 | | | | $ | 7,000 | | | | $ | 6,000 | | | | $ | 3,000 | | | $ | 10,500 | | | $ | 6,000 | | | $ | 7,000 | | | $ | 6,000 | | Committee Chair | | | | 20,000 | | | | | 11,500 | | | | | 12,000 | | | | | 13,500 | | | | | 11,000 | | | | 20,000 | | | | 11,500 | | | | 12,000 | | | | 13,500 | |
DIRECTOR EQUITY AWARDS (1) | At the 2022 Annual Meeting, shareholders approved the 2022 Equity Plan, which specifically provided for a grant to each non-employee director of 42,783 shares of restricted stock and 106,959 options. The awards to directors vest in equal annual installments over a period of five years from the date of grant, subject to continued service. The Strategy Committee was sunset on December 31, 2021.
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DIRECTOR EMERITUS PLAN As a mutual institution, in 2007 Blue Foundry Bank entered into a Restated Director Retirement Plan with each of directors Ely and Grimbilas. In June 2022 Blue Foundry Bank and Messrs. Ely and Grimbilas amended and froze the plans so that there will be no further benefit accruals. As amended, at the later of the director’s separation of service as a director or attaining age 70, Messrs. Ely and Grimbilas (having satisfied the ten years of service requirement under the plans) will receive a monthly benefit equal to $3,643.84 and $4,038.67, respectively, which was the value of the accrued benefit under the plans as of the date that the plans were frozen. The benefit will be paid for the greater of the director’s life or five years, provided, however, that if the director dies within five years of terminating service with the board of directors, his beneficiary will continue to receive the monthly payments until the end of the five-year period. Each director will be entitled to the same benefit if he terminates service on account of becoming disabled if he has completed ten years of continuous service. DIRECTOR RETIREMENT PLAN II As a mutual institution, in 2018 Blue Foundry Bank also established the Boiling Springs Savings Bank Director Retirement Plan II (the “Director Retirement Plan”) for eligible directors (i.e., a “participant”) who are not covered under the Director Emeritus Plan. All current directors, other than Messrs.directors Ely, Grimbilas, and Grimbilas,Jobes, participate in the Director Retirement Plan. In June 2022, Blue Foundry Bank amended and froze the plan so that there will be no further benefit accruals under the plan and to provide that no new directors will participate. Under the Director Retirement Plan, as amended, a participant who terminates service after completing ten consecutive years of service will receive an annual benefit based on the value of the accrued benefit under the plan as of the date the plan was frozen. The annual benefit amounts range from $942 to $17,767. The benefits will be paid in substantially monthly installments, for ten years. Following a participant’s separation from service, Blue Foundry Bank will begin making the payments to the participant on the first business day of the month following the later of (i) the day the participant attains age 70 or (ii) the date of the participant’s separation from service. Each participant is entitled to the same level of benefit upon death or disability or upon a termination of service within 24 months following a change in control of Blue Foundry Bank; provided that the benefits paid upon the death of the participant while in service and in connection with a change in control will be paid in a lump sum. Benefits paid upon the participant’s death or disability will be paid the first day of the month following the later of (i) the day the participant attains age 70 or (ii) the date that is ten years from the date the participant first became a member of the board of directors. The change in control benefit is paid within 30 days of the participant’s termination from service following a change in control. | | | | Blue Foundry Bancorp | 2023 Proxy Statement | | 42 |
Proposal 1: Election of Directors DIRECTOR COMPENSATION TABLE The total 2022 compensation of our non-employee directors is shown in the following table. The 2022 Equity Plan approved by the shareholders at the 2022 Annual Meeting specifically provided for a one-time grant to each non-employee director of 42,783 shares of restricted stock and 106,959 options to purchase shares of common stock, each of which award vests over a five year period, all of which were unvested and outstanding at December 31, 2022. The aggregate grant date fair market value of these awards that vest over five years are included in the table below as compensation for 2022. | | | | | | | | | | | | | | | | | | | | | Name | | Fees Earned or Paid
in Cash | | | Stock
Awards(1) | | | Option
Awards(2) | | | All Other
Compensation(3) | | | Total | | Kenneth Grimbilas | | $ | 95,500 | | | $ | 493,716 | | | $ | 406,444 | | | $ | 1,298 | | | $ | 996,958 | | J. Christopher Ely | | | 78,000 | | | | 493,716 | | | | 406,444 | | | | — | | | | 978,160 | | Jonathan M. Shaw | | | 75,500 | | | | 493,716 | | | | 406,444 | | | | — | | | | 975,660 | | Mirella Lang | | | 67,500 | | | | 493,716 | | | | 406,444 | | | | — | | | | 967,660 | | Margaret Letsche | | | 64,000 | | | | 493,716 | | | | 406,444 | | | | — | | | | 964,160 | | Patrick H. Kinzler | | | 75,000 | | | | 493,716 | | | | 406,444 | | | | — | | | | 975,160 | | Robert T. Goldstein | | | 69,000 | | | | 493,716 | | | | 406,444 | | | | — | | | | 969,160 | |
| (1) | The amounts shown represent the aggregate grant date fair value of time-vesting restricted stock awards, that vest ratably over five years, made to each non-employee director and computed in accordance with FASB ASC Topic 718. |
| (2) | The amounts shown represent the aggregate grant date fair value of time-vesting stock options, that vest ratably over five years, made to each non-employee director and computed in accordance with FASB ASC Topic 718. The exercise price of each option is $11.54. |
| (3) | Represents payments of medical premiums on behalf of Mr. Grimbilas. |
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| | |  | | Ratification of Appointment of Independent Registered Public Accounting Firm | |
Blue Foundry Bancorp’s independent registered public accounting firm for the year ended December 31, 2022 was KPMG LLP, (“KPMG”). The Audit Committee has re-appointed KPMG to continue as the independent registered public accounting firm for Blue Foundry Bancorp for the year ending December 31, 2023. At the annual meeting, shareholders will consider and vote on the ratification of the Audit Committee’s engagement of KPMG for the year ending December 31, 2023. A representative of KPMG is expected to be available during the annual meeting and may respond to appropriate questions and make a statement if he or she so desires. The Board of Directors is submitting the appointment of the independent registered public accounting firm to the shareholders for ratification as a matter of good corporate practice. Even if the engagement of KPMG is ratified, the Audit Committee, in its discretion, may direct the appointment of a different independent registered public accounting firm at any time during the year if it determines that such change would be in the best interests of Blue Foundry Bancorp and its shareholders. The Company’s consolidated financial statements for the fiscal year ended December 31, 2021 were audited by Crowe LLP (“Crowe”). On April 7, 2022, the Company notified Crowe LLP (“Crowe”) of its dismissal as the Company’s independent registered public accounting firm. The decision to dismiss Crowe was approved by the Audit Committee of the Company’s Board of Directors. The dismissal was not related to any disagreements with Crowe on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure. The audit reports of Crowe on the consolidated financial statements of the Company for each of the past two fiscal yearsyear ended December 31, 2021 and December 31, 2020 did not contain an adverse opinion or a disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope, or accounting principles. During the Company’s two most recent fiscal yearsyear ended December 31, 2021 and December 31, 2020 and the subsequent interim period from January 1, 2022 through April 7, 2022: (i) there were no disagreements with Crowe on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedures which, if not resolved to Crowe’s satisfaction, would have caused Crowe to make reference to the subject matter of the disagreement in connection with its reports, and (ii) there were no “reportable events” as defined in Item 304(a)(1)(v) of Regulation S-K of the Securities and Exchange Commission (the “SEC”). On April 13, 2022, the Company engaged KPMG LLP, Auditor Firm ID: 185 (“KPMG”) as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2022. The selection of KPMG was approved by the Audit Committee of the Company’s Board of Directors.
During the Company’s two most recent fiscal years ended December 31, 2021 and December 31, 2020 and the subsequent interim period from January 1, 2022 through April 7, 2022, neither the Company nor anyone on its behalf consulted with KPMG regarding either (i) the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on the Company’s consolidated financial statements, and neither a written report nor oral advice was provided to the Company that KPMG concluded was an important factor considered by the Company in reaching a decision as to any accounting, auditing or financial reporting issue, or (ii) any matter that was either the subject of a “disagreement” (as defined in SEC Regulation S-K Item 304(a)(1)(iv)) or a “reportable event” (as defined in SEC Regulation S-K Item 304(a)(1)(v)).
At the annual meeting, stockholders will consider and vote on the ratification of the Audit Committee’s engagement of KPMG for the year ending December 31, 2022. A representative of KPMG is expected to be available during the annual meeting and may respond to appropriate questions and make a statement if he or she so desires.
Even if the engagement of KPMG is ratified, the Audit Committee, in its discretion, may direct the appointment of a different independent registered public accounting firm at any time during the year if it determines that such change would be in the best interests of Blue Foundry Bancorp and its stockholders.
Set forth below is certain information concerning aggregate fees for professional services rendered by KPMG and Crowe during fiscal years 2022 and 2021, and 2020.respectively. Audit Fees. The aggregate fees billed to the Company by Crowe for professional services rendered for the audit of the Company’s annual consolidated financial statements, review of the consolidated financial statements included in the Company’s annual report on Form 10-K and services that are normally provided by Crowe in connection with statutory and regulatory filings and engagements were $743,000by KPMG during fiscal 2022 totaled $767,000 and $627,000by Crowe during fiscal 2021 and 2020, respectively.totaled $743,000. | | | | Blue Foundry Bancorp | 2023 Proxy Statement | | 44 |
Audit Related Fees. There were no aggregateAggregate fees billed to the Company by Crowe for assurance and related services rendered that are reasonably related to the performance of the audit of and review of the consolidated financial statements during fiscal 2022 totaled $21,000. and none for 2021, respectively. There were no aggregate fees billed to the Company by KPMG during fiscal 2022 and 2020, respectively.2021 for such services. Tax Fees. The were no aggregate fees billed to the Company by KPMG and Crowe for professional services rendered for tax compliance during fiscal 20212022 and 2020,20210, respectively. | | | | | | | | 26 | | Blue Foundry Bancorp | 2022 Proxy Statement
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| | | | | | | | Proposal II: Ratification of Appointment of Independent Registered Public Accounting Firm | |
Other Fees. There were no aggregate fees billed to the Company by KPMG for other professional services rendered during fiscal 2022 and 2021. The aggregate fees billed to the Company by Crowe for other professional services rendered during fiscal 2022 and 2021 were $25,000. There were no aggregate fees billed to the Company by Crowe for other professional services rendered during fiscal 2020.none and $25,000, respectively. Policy on Audit Committee Pre-Approval of Audit and Non-Audit Services of Independent Registered Public Accountants. The Audit Committee’s policy is to pre-approve all audit and non-audit services provided by the independent registered public accountants. These services may include audit services, audit-related services, tax services and other services. Pre-approval is provided for up to one year, and any pre-approval is detailed as to the particular service or category of services and is subject to a specific budget. The Audit Committee has delegated pre-approval authority to its Chair when necessary, with subsequent reporting to the Audit Committee. The independent registered public accountants and management are required to report to the Audit Committee quarterly regarding the extent of services provided by the independent registered public accountants in accordance with this pre-approval policy, and the fees for the services performed to date. | | | | | | 
| | | THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR”FOR THE RATIFICATION OF KPMG AS INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR“FOR” THE YEAR ENDING DECEMBER 31, 2022. 2023. |
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| | |  | | Approval of the Blue Foundry Bancorp 2022 Equity Incentive Plan
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OVERVIEW
The Company’s Board of Directors was unanimously approved and unanimously recommends that stockholders approve the Blue Foundry Bancorp 2022 Equity Incentive Plan (referred to in this proxy statement as the “2022 Equity Plan” or the “Plan”). The 2022 Equity Plan will become effective on August 25, 2022 (the “Plan Effective Date”) if stockholders approve the Plan on that date. No awards have been made under the 2022 Equity Plan. However, initial awards to our non-employee directors are set forth in the Plan document and will be self-executing on the day following the approval of the Plan by stockholders.
No awards may be granted under the 2022 Equity Plan on or after the tenth anniversary of the Plan Effective Date. However, awards outstanding under the 2022 Equity Plan at that time will continue to be governed by the 2022 Equity Plan and the award agreements under which they were granted.
BEST PRACTICES
The 2022 Equity Plan reflects the following equity compensation plan best practices:
The Plan limits the maximum number of shares that may be issued to any one employee or one non-employee director, respectively, and to all non-employee directors as a group. For these purposes, we have generally adopted the limits set forth under the regulations of the Board of Governors of the Federal Reserve System for equity plans adopted no earlier than six months and no later than one year after a conversion stock offering, even though the 2022 Equity Plan, which is being submitted to our stockholders more than one year after our mutual to stock conversion offering, is not otherwise subject to these limits;
The Plan provides for a minimum vesting requirement of one year for all equity-based awards, except that up to 5% of the awards may be issued (or accelerated) pursuant to awards that do not meet this requirement and any award may provide for accelerated vesting for death, disability or an involuntary termination without cause or resignation for good reason in connection with a change in control;
Under the Plan, performance goals may be established by the Compensation Committee (the “Committee”) in connection with the grant of any award;
The Plan prohibits grants of stock options with a below-market exercise price;
The Plan prohibits repricing of stock options and cash buyout of underwater stock options without prior stockholder approval;
The Plan prohibits the payment of dividends on restricted stock or dividend equivalent rights on restricted stock units (sometimes referred to herein as “RSUs”) until the vesting or settlement date of the underlying award and does not permit the payment of dividend equivalent rights on stock options;
The Plan does not contain a liberal change in control definition;
The Plan does not permit liberal share recycling. Shares withheld to satisfy tax withholding or to pay the exercise price of a stock option will not be available for future grants;
The Plan requires “double trigger” vesting of awards upon a change in control, requiring both a change in control plus an involuntary termination or a resignation for “good reason,” except to the extent an acquiror fails or refuses to assume the awards or replace them with awards issued by the acquiror; and
Awards under the Plan are subject to the Company’s clawback policies, including under Section 954 of the Dodd-Frank Act, as well as the Company’s insider trading policy restrictions and hedging/pledging policy restrictions.
• | | The full text of the 2022 Equity Plan is attached as Appendix A to this proxy statement, and the description of the 2022 Equity Plan is qualified in its entirety by reference to Appendix A. |
| | | | | | | | 28 | | Blue Foundry Bancorp | 2023 2022 Proxy Statement | | 45 |
| | | | |  | | | Proposal III: Approval of the Blue Foundry Bancorp 2022 Equity Incentive Plan | Merger Agreement with the Company’s Wholly Owned Subsidiary for the Purpose of Restating the Certificate of Incorporation to Declassify the Board of Directors and Eliminate Supermajority Voting Requirements to Amend the Certificate of Incorporation and Bylaws |
OVERVIEW WHY THE COMPANY BELIEVES YOU SHOULD VOTE TO APPROVE THE 2022 EQUITY PLAN
OurThe Board has approved and is recommending that shareholders approve a merger agreement with the Company’s newly formed, wholly owned subsidiary, BF Subsidiary, Inc. (the “Merger Agreement”) for the sole purpose of Directors believes that equity-based incentive awards will play a key rolerestating our Certificate of Incorporation (the “Certificate of Incorporation”) in order to declassify the successboard of directors and eliminate supermajority voting provisions to amend the Certificate of Incorporation and Bylaws of the Company.
Plan of Merger The Company will be merged with and into BF Subsidiary, Inc. pursuant to the Agreement and Plan of Merger by encouraging and enabling employees, officersbetween Blue Foundry Bancorp and non-employee directorsBF Subsidiary, Inc., dated March 23, 2023, which is attached as Appendix A to this Proxy Statement. Upon the completion of the Company and its subsidiaries, including Blue Foundry Bank (as used in this section, the Company, Blue Foundry Bank and their respective subsidiaries are collectively referred to as, the “Company”), upon whose judgment, initiative and efforts the Company has depended and continues to largely depend for the successful conduct of its business, to acquire an ownership stake in the Company, thereby stimulating their efforts on behalf of the Company and strengthening their desire to remain with the Company. The details of the key design elements of the 2022 Equity Plan are set forth in the section entitled “Plan Summary,” below. Equity Awards Further Align Directors’ and Management’s Interests with Long-Term Value Creation for Shareholders. We view the ability to use Company common stock as part of our compensation program as an important component to our future success because we believe it will enhance a pay-for-performance culture that is an important element of our overall compensation philosophy. Equity-based compensation will further align the compensation interests of our employees and directors with the investment interests of our stockholders as it promotes a focus on long-term value creation through time-based and/or performance-based vesting criteria. The Company currently has no oustanding issued, authorized or approved equity-based awards.
If the 2022 Equity Plan is not approved by stockholders,merger, the Company will have to rely onbe the cash componentsurviving corporation. BF Subsidiary, Inc.’s Certificate of its employee compensation program to attract new employees and to retain our existing employees, which may not align our employees’ interests withIncorporation will be the investment interestsCertificate of Incorporation of the surviving corporation. The Company’s stockholders. In addition, ifBylaws will remain the 2022 Equity Plan is not approved and the Company is not able to use stock-based awards to recruit and compensate its directors, officers and other key employees, it could be at a competitive disadvantage for key talent, which could impede our future growth plans and other strategic priorities. The inability to provide equity-based awards would likely increase cash compensation expense over time and use up cash that might be better utilized if reinvested in the Company’s business or returned to the Company’s stockholders.
Equity Awards Will Enable Us to Better Compete for Talent in Our Marketplace. Most of our competitors offer equity-based compensation to their employees and non-employee directors. We view the ability to offer equity-based compensation as important to our ability to compete for talent within our highly competitive talent marketplace. If the 2022 Equity Plan is not approved, we will be at a significant disadvantage as compared to our competitors to attract and retain our executives as well as directors and, as noted above, this could impede our ability to achieve our future growth plans and other strategic priorities.
Equity Based Incentive Plans are Routinely Adopted by Financial Institutions Following Conversions. A substantial majority of financial institutions that complete a mutual-to-stock conversion have adopted equity-based compensation plans to attract, retain and reward qualified personnel and management.
Our Share Reserve is Generally Consistent with Banking Regulations and Industry Standards Disclosed in Connection with our Stock Offering. The number of restricted stock awards (including RSUs) and stock options that we may grant under the 2022 Equity Plan, measured as a percentage of total outstanding shares sold in the mutual-to-stock conversion, is consistent with that which was disclosed in connection with our stock offering in the offering prospectus. The share pool under the 2022 Equity Plan represents 14%Bylaws of the 28,522,500 sharessurviving corporation. BF Subsidiary, Inc.’s Certificate of the Company common stock sold in the mutualIncorporation is attached as Appendix B to stock conversion and contributed to our charitable foundation, of which a number equal to 4% of the shares sold in the stock offering (“4% Limit”) will be available to grant as awards of restricted stock and/or RSUs (collectively, or separately, sometimes referred to herein as “full value awards”) and a number equal to 10% of shares sold in the stock offering (“10% Limit”) is comprised of stock options (the “stock option award pool”). This share reserve size, including the limits on award types described above, is also consistent with the amounts permitted under federal banking regulations for equity plans adopted within the first year following a mutual to stock conversion. Although we are not bound by these regulatory limits because we are implementing our plan more than one year following the completion of our mutual to stock conversion, we have generally determined to maintain the size of the share reserve at that limit, subject to the following important exception. To the extent that we choose to grant full value awards in excess of the 4% Limit, we have committed in the 2022 Equity Plan to reduce the stock option award pool by three stock options for each share associated with a full value award granted in excess of the 4% Limit. Should any full value awards in excess of the 4% Limit be forfeited, the stock option award pool will increase by three for each share of restricted stock or each RSU forfeited above the 4% Limit. This plan design is referred to as a “fungible plan design” and is intended to ensure that the overall plan costs remain relatively constant irrespective of the type of award granted.this Proxy Statement.
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| | | Proposal III: Approval of the Blue Foundry Bancorp 2022 Equity Incentive Plan| 2023 Proxy Statement | | 46 |
DETERMINATION OF SHARES AVAILABLE UNDER THE 2022 EQUITY PLAN
The Company is requesting approvalProposal 3: Approval of the 2022 Equity Plan, includingMerger Agreement with the Company’s Wholly Owned Subsidiary for the Purpose of Restating the Certificate of Incorporation to Declassify the Board of Directors and Eliminate Supermajority Voting Requirements to Amend the Certificate of Incorporation and Bylaws
Delaware General Corporation Law generally does not provide appraisal rights for shareholders in the case of a pool ofmerger where the shares of itsa company’s common stock (referred to in this proxy statement as the “share reserve” or “share pool”) for awards under the 2022 Equity Plan, subject to adjustment as described in the 2022 Equity Plan.are listed on a national securities exchange. The shares of common stock to be issued by the Company under the 2022 Equity Plan will be currently authorized but unissued shares or shares that may subsequently be acquired by the Company, including shares that may be purchased on the open market or in private transactions. In determining the size of the share pool under the 2022 Equity Plan, the Company considered a number of factors, including: (i) industry practices related to the adoption of equity-based incentive plans by recently converted institutions; (ii) applicable banking regulations related to the adoption of equity-based incentive plans; and (iii) guidelines issued by proxy advisory firms with respect to equity incentive plans, including the potential cost and dilution to stockholders associated with the share pool.
The Company disclosed to stockholders in its prospectus for its mutual to stock conversion and initial public offering that it expected to adopt an equity incentive plan that, if adopted within the first year following the mutual to stock conversion, would include restricted stock awards and stock options equal to 4% and 10%, respectively, of the total shares issued in connection with the offering. Based on these percentages and the 28,522,500 shares sold in the offering and contributed to the charitable foundation, the total amount of shares available for issuance under the equity incentive plan is 3,993,150. As noted, this is the same number of shares we would be permitted to issue under applicable federal regulations if our equity plan had been implemented within the one-year period following our mutual-to-stock conversion. Even though we are implementing the 2022 Equity Plan more than one year after our offering, we have determined to maintain the size of the 2022 Equity Plan at the amount disclosed in our offering prospectus.
Application of Share Pool. The Company has determined that of the shares available under the Plan, 1,140,900 shares may be issued as restricted stock or restricted stock units, including performance shares and performance share units (representing the 4% Limit described above) and 2,852,250 shares may be issued upon the exercise of stock options (representing the 10% Limit described above). As noted, the Company is adopting a fungible plan design that would permit the grant of additional awards of restricted stock or RSUs, provided that the stock option award pool will be reduced by three shares available to be issued on the exercise of stock options for each additional share of restricted stock or RSU granted in excess of the 4% Limit (i.e., per the 3:1 fungibility ratio).
Current Stock Price. The closing price of the Company’s common stock is listed on the NASDAQ Global Select Market on July 13, 2022, was $11.80 per share.Nasdaq stock market, therefore the merger will not give rise to any appraisal rights for the Company’s shareholders.
PLAN SUMMARY
The following summary of the material terms of the 2022 Equity Plandiscussion contained in this Proxy Statement regarding this Proposal 3 is qualified in its entirety by reference to the full textAppendix A and Appendix B to this Proxy Statement, which should be read in their entirety. Declassification of the 2022 Equity Plan, which is attached as AppendixBoard of Directors Paragraph A to this proxy statement. Purpose of ARTICLE SIXTH of the 2022 Equity Plan. The purposeCertificate of Incorporation of BF Subsidiary, Inc., which will become the 2022 Equity Plan is to promote the long-term financial successCertificate of Incorporation of the Company and its subsidiaries, including Blue Foundry Bank, by providing a means to attract, retain and reward individuals who contribute to that success and to further align their interests with thoseas the surviving company in the merger (the “Restated Certificate of Incorporation”), provides for the phased-in elimination of the Company’s classified board of directors. Currently, directors of the Company stockholders throughare elected for staggered terms of three years. If the ownershipMerger Agreement is approved, at the 2024, 2025 and 2026 Annual Meetings of shares of common stockShareholders, the successors of the Company and/directors whose terms expire at each of those meetings, respectively, will be elected for a term expiring at the 2027 Annual Meeting of Shareholders. Beginning with the 2027 Annual Meeting of Shareholders and at each Annual Meeting of Shareholders thereafter, all directors will be elected for terms expiring at the next Annual Meeting of Shareholders. In all cases, each director will hold office until his or through compensation tiedher successor has been elected and qualified or until the director’s earlier resignation or removal.
Elimination of Supermajority Voting Provisions Currently, the affirmative vote of the holders of at least 85% of the shares entitled to vote generally in the valueelection of directors is required to amend or repeal the following sections of the Company’s common stock. AdministrationCertificate of Incorporation: (i) the 2022 Equity Plan. The 2022 Equity Plan will be administered by the Compensation Committee or such other committee consistingsection limiting voting on stock owned in excess of at least two “Disinterested Board Members” defined as directors who are not, with respect to the Company or any subsidiary: (i) current employees; receiving remuneration, either directly or indirectly, for services rendered as a consultant or in any capacity other than as a director, except in an amount for which disclosure would not be required pursuant to Item 404 of SEC Regulation S-K, or (iii) engaged in a business relationship or possessing an interest in any other transaction for which disclosure would be required pursuant to Item 404(a) if SEC Regulation S-K. To the extent permitted by law, the Committee may also delegate its authority, including its authority to grant awards, to one or more persons who are not members of the Company’s Board of Directors, except that no such delegation will be permitted with respect to awards to officers who are subject to Section 16 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The Committee will have the authority to select the persons who shall receive awards, to determine the time or times of receipt, to determine the types of awards and the number of shares covered by the awards, to establish the terms, conditions, features, performance criteria, restrictions, and other provisions of such awards, and to reduce, eliminate or accelerate any restrictions applicable to an award at any time after the grant of the award.
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Eligible Participants. Employees and non-employee members of the Boards of Directors of the Company and its subsidiaries, including Blue Foundry Bank, will be eligible for selection by the Committee for the grant of awards under the 2022 Equity Plan. As of July 13, 2022, approximately 195 employees of the Company and its subsidiaries and seven non-employee members of the Company’s Board of Directors would be eligible for awards under the 2022 Equity Plan.
Types of Awards. The 2022 Equity Plan provides for the grant of restricted stock, RSUs, non-qualified stock options (also referred to as “NQSOs”), and incentive stock options (also referred to as “ISOs”), any or all of which can be granted with performance-based vesting conditions. ISOs may be granted only to employees of the Company’s subsidiaries and affiliates.
Restricted Stock and Restricted Stock Units. A restricted stock award is a grant of common stock to a participant for no consideration, or such minimum consideration as may be required by applicable law. Restricted stock awards under the 2022 Equity Plan will be granted only in whole shares of common stock and will be subject to vesting conditions and other restrictions established by the Committee consistent with the 2022 Equity Plan. Prior to the awards vesting, unless otherwise determined by the Committee, the recipient of a restricted stock award may exercise voting rights with respect to the common stock subject to the award. Cash dividends declared on unvested restricted stock awards will be withheld by the Company and distributed to a participant at the same time that the underlying restricted stock vests to the participant. Stock dividends on shares of restricted stock will be subject to the same vesting conditions as those applicable to the restricted stock on which the dividends were paid.
Restricted stock units are similar to restricted stock awards in that the value of an RSU is denominated in shares of common stock. However, unlike a restricted stock award, no shares of stock are transferred to the participant until certain requirements or conditions associated with the award are satisfied. A participant who receives an RSU award will not possess voting rights but may accrue dividend equivalent rights to the extent provided in the award agreement evidencing the award. If dividend equivalent rights are granted with respect to an RSU award, the dividend equivalent rights will be withheld by the Company and will not be distributed before the underlying RSU settles. At the time of settlement, restricted stock units can be settled in Company common stock or in cash, in the discretion of the Committee. The same limitation on the number of shares that are available to be granted as restricted stock awards available under the 2022 Equity Plan, referred to above as the 4% Limit, also applies to RSUs.
The Committee will specify the terms applicable to a restricted stock award or an RSU award in the award agreement including the number of shares of restricted stock or number of RSUs, as well as any restrictions applicable to the restricted stock or RSU such as continued service or achievement of performance goals, the length of the restriction period and the circumstances under which the vesting of such award will accelerate.
Stock Options. A stock option gives the recipient the right to purchase shares of common stock at a specified price (referred to as the “exercise price”) for a specified period of time. The exercise price may not be less than the fair market value of the common stock on the date of grant. “Fair Market Value” for purposes of the 2022 Equity Plan means, if the common stock of the Company is listed on a securities exchange, the closing sales price of the common stock on that date, or, if the common stock was not traded on that date, then the closing price of the common stock on the immediately preceding trading date. If the common stock is not traded on a securities exchange, the Committee will determine the Fair Market Value in good faith and on the basis of objective criteria consistent with the requirements of the Internal Revenue Code of 1986, as amended (“Code”). Under the Plan, no stock option can be exercised more than 10 years after the date of grant and the exercise price of a stock option must be at least equal to the fair market value of a share on the date of grant of the option. However, with respect to an ISO granted to an employee who is a shareholder holding more than 10% of the Company’s total voting stock, the ISO cannot be exercisable more than five years after the date of grant and the exercise price must be at least equal to 110% of the fair market value of a share on the date of grant. Stock option awards will be subject to vesting conditions and restrictions as determined by the Committee and set forth in the applicable award agreement.
Grants of stock options under the 2022 Equity Plan will be either ISOs or NQSOs. ISOs have certain tax advantages and must comply with the requirements of Code Section 422. Only employees will be eligible to receive ISOs. One of the requirements to receive favorable tax treatment available to ISOs under the Code is that the 2022 Equity Plan must specify, and the Company stockholders must approve, the number of shares available to be issued as ISOs. As a result, in order to provide flexibility to the Committee, the 2022 Equity Plan provides that all of the stock options may be issued as ISOs. Dividend equivalents rights will not be paid with respect to awards of stock options.
Shares of common stock purchased upon the exercise of a stock option must be paid for in full at the time of exercise: (1) either in cash or with stock valued at fair market value as of the day of exercise; (2) by a “cashless exercise” through a third party; (3) by a net settlement of the stock option using a portion of the shares obtained on exercise in payment of the exercise price; (4) by personal, certified or cashiers’ check; (5) by other property deemed acceptable by the Committee; or (6) by a combination of the foregoing.
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Performance Awards. The Committee will specify the terms of any performance awards issued under the 2022 Equity Plan in the accompanying award agreements. Any award granted under the plan, including stock options, restricted stock (referred to herein as a “performance share”) and restricted stock units (referred to herein as a “performance share unit”) may be granted subject to the satisfaction of performance conditions determined by the Committee. A performance share or performance share unit will have an initial value equal to the fair market value of a share on the date of grant. In addition to any non-performance terms applicable to the performance share or performance share unit, the Committee will set one or more performance goals which, depending on the extent to which they are met, will generally determine the number of performance shares or performance share units that will vest in the participant (unless subject to further time-based vesting conditions). The Committee may provide for payment of earned performance share units in cash, shares of the Company’s common stock, or a combination thereof. The Committee will also specify any restrictions applicable to the performance share or performance share unit award such as continued service, the length of the restriction period (subject to the one-year minimum described above) and whether any circumstances, such as death, disability, or involuntary termination in connection with or following a change in control, shorten or terminate the restriction period.
Performance Measures. A performance objective may be described in terms of company-wide objectives or objectives that are related to a specific subsidiary or business unit of the Company, and may be measured relative to a peer group, an index or business plan and based on absolute measures or changes in measures. An award may provide that partial achievement of performance measures result in partial payment or vesting of an award. Achievement of the performance measures may be measured over more than one period or fiscal year. In establishing performance measures applicable to a performance-based award, the Committee may provide for the exclusion of the effects of certain items, including but not limited to: (i) extraordinary, unusual, and/or nonrecurring items of gain or loss; (ii) gains or losses on the disposition of a business; (iii) dividends declared on the Company’s stock; (iv) changes in tax or accounting principles, regulations or laws; or (v) expenses incurred in connection with a merger, branch acquisition or similar transaction. Moreover, if the Committee determines that a change in the business, operations, corporate structure or capital structure of the Company or the manner in which the Company or its Subsidiaries conducts its business or other events or circumstances render current performance measures to be unsuitable, the Committee may modify the performance measures, in whole or in part, as the Committee deems appropriate.
The Committee will specify the period over which the performance goals for a particular award will be measured and will determine whether the applicable performance goals have been met with respect to a particular award following the end of the applicable performance period. Notwithstanding anything to the contrary in the Plan, performance measures relating to any award granted under the Plan will be modified, to the extent applicable, to reflect a change in the outstanding shares of stockthe Company (Section C of Article FOURTH); (ii) sections providing for no cumulative voting in the election of directors, no shareholder action by unanimous written consent and that a special meeting may only be called by the board (Sections B, C and D of Article FIFTH); (ii) the Article regarding the number, classes, nomination, appointment and removal of directors (Article SIXTH); (iii) the Article regarding amendments to the Bylaws (Article SEVENTH); (iv) the exclusive forum provision (Article ELEVENTH); and (v) the Article regarding amendments to the Certificate of Incorporation (Article TWELFTH).
Additionally, pursuant to Article SEVENTH of the Company’s current Certificate of Incorporation, the affirmative vote of the holders of at least 80% of the shares entitled to vote generally in the election of directors is required to amend or repeal any sections of the Company’s Bylaws. If the Merger Agreement is approved by shareholders, the Restated Certificate of Incorporation, which will become the Certificate of Incorporation of the Company by reason of any stock dividend or stock split, or a corporate transaction, such as a mergerupon completion of the Company into another corporation, any separation of a corporation or any partial or complete liquidation bymerger, will not include the Company or a subsidiary. Individual Limits. The Board of Directors has chosen to adopt the overall limitations85% supermajority vote requirements set forth in federal regulations for individual and aggregate awardsArticle TWELFTH to employees and non-employee directors under equity plans adopted withinamend the first year after a mutual to stock conversion. The Committee will determineCertificate of Incorporation or the individuals to whom awards will be granted, the number of shares subject to an award, and the other terms and conditions of an award, subject to the limits set forth herein. Subject to adjustment as described in the 2022 Equity Plan:
• | | Employee Limits. Any individual employee will not receive shares issued under any award in excess of 25% of the aggregate shares available under the 2022 Equity Plan. |
• | | Non-Employee Director Limits. The maximum number of shares of the Company common stock that may be granted over the life of the plan to any one non-employee director |
| | shall not exceed 5% of the aggregate shares available under the 2022 Equity Plan. In addition, the maximum number of shares that may be issued, in the aggregate, to all non-employee directors under awards granted under the 2022 Equity Plan shall not exceed 30% of the aggregate shares available under the Plan.
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Non-Employee Director Grants. Subject to approval of the 2022 Equity Plan, each non-employee director of the Company will receive a grant of a number of shares of restricted stock and stock options as80% supermajority vote requirement set forth in the tables below. These awards will vest over a five year period following the grant date. If the 2022 Equity Plan is approved, these grants will be self-executing and will be deemed to be granted on the day following the approval of the 2022 Equity Plan by the Company’s stockholders.
| | | | | | | | | | | Restricted Stock Awards | Name of Non-Employee Director | | Dollar Value ($)(1) | | Number of
Awards(2) | J. Christopher Ely | | | $ | 504,839 | | | | | 42,783 | | Robert T. Goldstein | | | $ | 504,839 | | | | | 42,783 | | Kenneth Grimbilas | | | $ | 504,839 | | | | | 42,783 | | Patrick H. Kinzler | | | $ | 504,839 | | | | | 42,783 | | Mirella Lang | | | $ | 504,839 | | | | | 42,783 | | Margaret Letsche | | | $ | 504,839 | | | | | 42,783 | | Jonathan M. Shaw | | | $ | 504,839 | | | | | 42,783 | | Non-Employee Directors as a Group (7 persons) | | | $ | 3,533,876 | | | | | 299,481 | |
(1) | Amounts are based on the fair market value of Blue Foundry Bancorp common stock on July 13, 2022 (the latest practicable date before the printing of this proxy statement) of $11.80 per share. The actual value of the awards will depend upon the fair market value of Blue Foundry Bancorp common stock on the date of grant.
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(2) | These awards vest over a five year period following the grant date, or at a rate of 8,556 shares per year.
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| | | | | | Stock Option Awards
| Name of Non-Employee Director
| | Number of Awards(1)(2)
| J. Christopher Ely
| | | | 106,959
| | Robert T. Goldstein
| | | | 106,959
| | Kenneth Grimbilas
| | | | 106,959
| | Patrick H. Kinzler
| | | | 106,959
| | Mirella Lang
| | | | 106,959
| | Margaret Letsche
| | | | 106,959
| | Jonathan M. Shaw
| | | | 106,959
| | Non-Employee Directors as a Group (7 persons)
| | | | 748,713
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(1) | The actual value of the stock option awards is not determinable since their value will depend upon the fair market value of the Company common stock on the date the stock option is exercised.
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(2) | These awards vest over a five year period following the grant date, or at a rate of 21,391 options per year.
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The Committee determined to grant these one-time awards in this amount, in part, in recognition of the significant efforts and dedication of each such director, including in connection with the Company’s mutual-to-stock conversion. Although the grants are, in part, in recognition of past service, the initial awards to directors will vest in equal annual installments over a period of five years from the date of grant, subject to the directors continued service to the Company during that time, and subject to acceleration due to death, disability or involuntary termination of service in connection with a change in control.
Employee Grants. At the present time, no specific determination has been made as to the grant or allocation of awards to officers and employees. However, the Committee intends to grant equity awards to executive management and will meet after stockholder approval is received to determine the specific terms of the awards, including the allocation of awards to officers and employees.
Certain Restrictions with Respect to Awards. No dividend equivalent rights will be granted or paid with respect to any stock option. Additionally, no dividends or dividend equivalent rights will be paid on unvested awards contemporaneously with dividends paid on sharesArticle SEVENTH of the Company’s common stock. Instead, any dividends (or dividend equivalent rights,Certificate of Incorporation to amend the Bylaws. Under the Restated Certificate of Incorporation, the vote requirement for shareholders to amend the Company’s Certificate of Incorporation will revert to the extent granted), with respect to an unvested award will be accumulated or deemed reinvested until such time as the underlying award becomes vested (including, where applicable, upon the achievement of performance goals).
The Committee will establish the vesting schedule or market or performance conditions of each award at the time of grant. However, at least 95% of the awards will vest no earlier than one year after the date of grant, unless accelerated due to death, disability or an involuntary termination of service at or followingdefault standard under Delaware General Corporation Law – a change in control.
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Adjustments. The Committee will make equitable adjustments in the number and class of securities available for issuance under the 2022 Equity Plan (including under any awards then outstanding), the number and type of securities subject to the individual limits set forth in the 2022 Equity Plan, and the terms of any outstanding award, as it determines are necessary and appropriate, to reflect any merger, reorganization, consolidation, recapitalization, reclassification, stock split, reverse stock split, spin-off combination, exchange of shares, distribution to stockholders (other than an ordinary cash dividend), or similar corporate transaction or event.
Termination of Service. Subject to certain exceptions, generally, if a participant ceases to perform services for the Company and its subsidiaries for any reason: (i) a participant will immediately forfeit any restricted stock, RSUs, performance shares and performance share units that were not vested on the date of termination; (ii) all of the participant’s stock options that were exercisable on the date of termination will remain exercisable for, and shall otherwise terminate at the end of, a period of three months after the date of termination, but in no event after the expiration date of the stock options; and (iii) all of the participant’s stock options that were not exercisable on the date of termination will be forfeited immediately upon termination. In the event of a participant’s termination of service due to death, disability (as defined in the plan), retirement after age 65, for employees, or 75, for directors, or involuntary termination at or following a change in control, the participant or the participant’s beneficiary, as applicable, has up to one year to exercise outstanding stock options, provided that the period does not exceed the stock option award’s original term. The 2022 Equity Plan provides that a participant shall vest in his or her dividends upon termination of the participant’s service due to death, disability, involuntary termination without cause or resignation for “good reason” (as defined in the 2022 Equity Plan) at or following a change in control.
Change in Control. Unless the Committee provides otherwise in the award agreement, any time-based vesting requirement applicable to an award will be deemed satisfied in full in the event that (i) both a change in control occurs and a participant has an involuntary termination of service (including a resignation for good reason) with the Company or (ii) the surviving entity in the change in control does not assume or replace the award with a comparable award issued by the surviving entity. With respect to an award that is subject to one or more performance objectives, unless the Committee specifies otherwise in the award agreement, in the event of a change in control and involuntary termination of service (including a resignation for good reason) or in the event that the surviving entity fails to assume or replace the award with a comparable award issued by the surviving entity, achievement of the performance objective will be deemed achieved at the greater of target or the actual level of performance measured as of the most recent completed fiscal quarter.
Transferability. Generally, awards granted under the 2022 Equity Plan are not transferable prior to death, except in limited circumstances with respect to stock options. Unless otherwise determined by the Committee, stock options, including ISOs, are transferable to certain grantor trusts established by the participant in which the participant is the sole beneficiary or between spouses’ incident to divorce, in the latter case, however, any ISOs so transferred will become NQSOs. In the Committee’s sole discretion, an individual may transfer non-qualified stock options to certain family members or to a trust or partnership established for the benefit of such family member or to a charitable organization, in each case, provided no consideration is paid to the participant in connection with the transfer. However, a participant may designate a beneficiary to exercise stock options or receive any rights that may exist upon the participant’s death with respect to awards granted under the 2022 Equity Plan. Any transferee is subject to the terms and conditions of the Plan and applicable award agreement.
Amendment and Termination. The Board of Directors may at any time amend or terminate the 2022 Equity Plan, and the Board of Directors or the Committee may amend any award agreement for any lawful purpose, but no such action may materially adversely affect any rights or obligations with respect to any awards previously granted under the 2022 Equity Plan, except to the extent described herein. The Board of Directors or Committee may also amend the 2022 Equity Plan or an outstanding award agreement to conform the plan or award agreement to applicable law (including but not limited to Code Section 409A) or to avoid an accounting treatment resulting from an accounting pronouncement or interpretation issued by the SEC or Financial Accounting Standards Board after adoption of the plan or the grant of the award, which may materially and adversely affect the financial condition or operations of the Company. Neither the Board of Directors nor the Committee can reprice a stock option without prior stockholder approval, except in accordance with the adjustment provisions of the 2022 Equity Plan (as described above). Notwithstanding the foregoing any amendment that would materially (i) increase the benefits available under the Plan, (ii) increase the aggregate number of securities under the Plan, or (iii) materially modify the requirements for participation in the Plan must be approved by the Company’s stockholders.
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CERTAIN FEDERAL INCOME TAX CONSEQUENCES
The following is intended only as a brief summary of the federal income tax rules relevant to the primary types of awards available for issuance under the 2022 Equity Plan and is based on the terms of the Code as currently in effect. The applicable statutory provisions are subject to change in the future (possibly with retroactive effect), as are their interpretations and applications. Because federal income tax consequences may vary as a result of individual circumstances, participants are encouraged to consult their personal tax advisors with respect to their tax consequences. The following summary is limited only to United States federal income tax treatment. It does not address state, local, gift, estate, social security or foreign tax consequences, which may be substantially different.
Restricted Stock Awards. A participant generally will recognize taxable ordinary income upon the receipt of shares as a stock award or restricted stock award if the shares are not subject to a “substantial risk of forfeiture,” which is generally considered to require the performance of substantial future services. The income recognized will be equal to the fair market valuemajority of the shares atoutstanding and entitled to vote on the time of receipt less any purchase price paidmatter, and the vote requirement for shareholders to amend or repeal the shares. If the shares are subject toBylaws will also be a substantial risk of forfeiture, the participant generally will recognize taxable ordinary income when the substantial risk of forfeiture lapses. If the substantial risk of forfeiture lapses in installments over several years, the participant will recognize income in each year in which the substantial risk of forfeiture lapses as to that installment. If the participant cannot sell the shares without being subject to suit under Section 16(b) of the Exchange Act, also known as the short swing profits rule, the shares will be treated as subject to a substantial risk of forfeiture. The income recognized upon lapse of a substantial risk of forfeiture will be equal to the fair market valuemajority of the shares determined as of the time that the substantial risk of forfeiture lapses less any purchase price paid for the shares. The Company generally will beoutstanding and entitled to a deduction in an amount equal to the amount of ordinary income recognized by the participant, subject to the requirements of Section 162(m) of the Code (“Section 162(m)”), as applicable.
Alternatively, unless prohibited by the Committee, a participant may make a timely election under Section 83(b) of the Code (referred to in this proxy statement as Section 83(b)) to recognize ordinary income for the taxable year in which the participant received the shares underlying an award in an amount equal to the fair market value of the shares at that time. That income will be taxable at ordinary income tax rates. If a participant makes a timely Section 83(b) election, the participant will not recognize income at the time the substantial risk of forfeiture lapses with respect to the shares. At the time of disposition of the shares, a participant who has made a timely Section 83(b) election will recognize capital gain or loss in an amount equal to the difference between the amount realized upon sale and the ordinary income recognized upon receipt of the share (increased by the amount paid for the shares, if any). If the participant forfeits the shares after making a Section 83(b) election, the participant will not be entitled to a deduction with respect to the income recognized as a result of the election but will be entitled to a capital loss limited to the actually amount paid for the shares (if any). To be timely, the Section 83(b) election must be made within 30 days after the participant receives the shares.
The Company will generally be entitled to a deduction in an amount equal to the amount of ordinary income recognized by the participant at the time of the election.
Restricted Stock Units. A participant generally is not taxed upon the grant of an RSU. Generally, if an RSU is designed to be settled on or shortly after the RSU is no longer subject to a substantial risk of forfeiture, then at the time of settlement in stock or cash the participant will recognize ordinary income equal to the amount of cash and/or the fair market value of the shares received by the participant (subject to the short swing profits rule) and the Company will be entitled to an income tax deduction for the same amount, subject to the requirements of Section 162(m), as applicable. However, if an RSU is not designed to be settled on or shortly after the RSU is no longer subject to a substantial risk of forfeiture, the RSU may be deemed a nonqualified deferred compensation plan under Section 409A. In that case, if the RSU is designed to meet the requirements of Section 409A, then at the time of settlement the participant will recognize ordinary income equal to the amount of cash and/or the fair market value of the shares received by the participant, and the Company will be entitled to an income tax deduction for the same amount. However, if the RSU is not designed to satisfy the requirements of Section 409A, the participant may be subject to income taxes and penalties under Section 409A in the event of a violation of Section 409A.
Nonqualified Stock Options. A participant generally is not taxed upon the grant of a NQSO. However, the participant must recognize ordinary income upon exercise of the NQSO in an amount equal to the difference between the NQSO exercise price and the fair market value of the shares acquired on the date of exercise (subject to the short swing profits rule). The Company generally will have a deduction in an amount equal to the amount of ordinary income recognized by the participant in the Company’s tax year during which the participant recognizes ordinary income, subject to the requirements of Section 162(m).
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Upon the sale of shares acquired pursuant to the exercise of an NQSO, the participant will recognize capital gain or loss to the extent that the amount realized from the sale is different than the fair market value of the shares on the date of exercise. This gain or loss will be long-term capital gain or loss if the shares have been held for more than one year after exercise.
Incentive Stock Options. A participant is not taxed on the grant or exercise of an ISO. The difference between the exercise price and the fair market value of the shares covered by the ISO on the exercise date will, however, be a preference item for purposes of the alternative minimum tax. If a participant holds the shares acquired upon exercise of an ISO for at least two years following the ISO grant date and at least one year following exercise, the participant’s gain or loss, if any, upon a subsequent disposition of the shares is long-term capital gain or loss. The amount of the gain or loss is the difference between the proceeds received on disposition and the participant’s basis in the shares (which generally equals the ISO exercise price). If a participant disposes of shares acquired pursuant to exercise of an ISO before satisfying these holding periods and realizes an amount in excess of the exercise price, the amount realized will be taxed to the participant as ordinary income up to the fair market value of the shares on the exercise date and any additional amount realized will be taxable to the participant as capital gain in the year of disposition; however, if the exercise price exceeds the amount realized on sale, the difference will be taxed to the participant as a capital loss. The Company is not entitled to a federal income tax deduction on the grant or exercise of an ISO or on the participant’s disposition of the shares after satisfying the holding period requirement described above. If the holding periods are not satisfied, the Company will be entitled to a deduction in the year the participant disposes of the shares in an amount equal to any ordinary income recognized by the participant, subject to the requirements of Section 162(m).
For an option to qualify as an ISO for federal income tax purposes, the grant of the stock option must satisfy various other conditions specified in the Code. In the event a stock option is intended to be an ISO but fails to qualify as an ISO, it will be taxed as an NQSO as described above.
Performance Awards. A participant generally is not taxed upon the grant of restricted stock or restricted stock units granted subject to the satisfaction of performance conditions (such restricted stock or restricted stock units will be referred to herein as “performance shares” or “performance share units”). The participant will recognize taxable income at the time of settlement of the performance share/unit in an amount equal to the amount of cash and the fair market value of the shares received upon settlement. The income recognized will be taxable at ordinary income tax rates. The Company generally will be entitled to a deduction in an amount equal to the amount of ordinary income recognized by the participant, subject to the requirements of Code Section 162(m). Any gain or loss recognized upon the disposition of the shares acquired pursuant to settlement of a performance share/unit will qualify as long-term capital gain or loss if the shares have been held for more than one year after settlement.
Golden Parachute Payments. The terms of the award agreement evidencing an award under the 2022 Equity Plan may provide for accelerated vesting or accelerated payout of the award in connection with a change in ownership or control of the Company. In such event, certain amounts with respect to the award may be characterized as “parachute payments” under the golden parachute provisions of the Code. Under Section 280G of the Code, no federal income tax deduction is allowed to the Company for “excess parachute payments” made to “disqualified individuals,” and receipt of such payments subjects the recipient to a 20% excise tax under Section 4999 of the Code. For this purpose, “disqualified individuals” are generally officers, shareholders or highly compensated individuals performing services for the Company, and the term “excess parachute payments” includes payments in the nature of compensation which are contingent on a change in ownership or effective control of the Company, to the extent that such payments (in present value) equal or exceed three times the recipient’s average annual taxable compensation from the Company for the previous five years. Certain payments for reasonable compensation for services rendered after a change of control and payments from tax-qualified plans are generally not included in determining “excess parachute payments.” If payments or accelerations may occur with respect to awards granted under the 2022 Equity Plan, certain amounts in connection with such awards may constitute “parachute payments” and be subject to these “golden parachute” tax provisions.
CODE SECTION 162(m)
Section 162(m) as in effect prior to the enactment of the Tax Cuts and Jobs Act (“TCJA”) in December 2017, limited to $1.0 million the deduction that a company was permitted to take for annual compensation paid to each “covered employee” (at that time defined as the Chief Executive Officer (“CEO”) and the three other highest paid executive officers employed at the end of the year other than the Chief Financial Officer (“CFO”)), except to the extent the compensation qualified as “performance-based” for purposes of Section 162(m). The TCJA retained the $1.0 million deduction limit, but it repealed the performance-based compensation exemption and expanded the definition of “covered employees” effective for taxable years beginning after December 31, 2017. “Covered employees” for a fiscal year now includes any person who served as CEO or CFO of a company at any time during that
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| | | | | | | | Proposal III: Approval of the Blue Foundry Bancorp 2022 Equity Incentive Plan | |
fiscal year, the three other most highly compensated company executive officers for that fiscal year (whether or not employed on the last day of that fiscal year) and any other person who was a covered employee in a previous taxable year (but not earlier than 2017) as determined pursuant to the pre-TCJA version of Section 162(m). Any awards that the Company grants pursuant to the 2022 Equity Plan to covered employees, whether performance-based or otherwise, will be subject to the $1.0 million annual deduction limitation. While the Committee intends to consider the deductibility of compensation when making equity awards, it is only one factor it considers. Because of the elimination of the performance-based compensation exemption, the Committee expects that a portion of the compensation paid to covered employees in the form of equity grants under the 2022 Equity Plan may not be deductible by the Company.
NEW 2022 EQUITY PLAN BENEFITS
Except as disclosed above with respect to the self-executing grants to non-employee directors on approval of the 2022 Equity Incentive Plan, any future awards to executive officers, non-employee directors and employees of the Company under the 2022 Equity Plan are discretionary and cannot be determined at this time. As a result, the benefits and amounts that will be received or allocated under the 2022 Equity Plan are not determinable at this time, and the Company has not included a table that reflects such future awards.
vote. | | | | Blue Foundry Bancorp | 2023 Proxy Statement | | 47 |
Reasons for the Proposal As a newly public company, the Board determined that the continuation of a classified board structure was important to support the Company’s stability and oversight during the initial period following its public offering in July 2021. In 2022, the Board approved a plan to phase in the declassification of the Board so that by the 2027 Annual Meeting of Shareholders, a period of five (5) annual meetings following the 2021 initial public offering, all directors would be elected for one-year terms. In evaluating whether to declassify the Board, the Board considered that the general purposes of the classified board are to promote stability and continuity in the work of the Board, enhance the independence of non-management directors, and provide the Board with a greater opportunity to protect the interests of shareholders in the event of an unsolicited takeover offer. The Board also considered the corporate governance trend towards annual election of directors, as well as the view of many corporate governance experts and institutional shareholders that a classified board has the effect of insulating directors from a corporation’s shareholders. In addition, the Board viewed the removal of the supermajority provisions from the Company’s Certificate of Incorporation specifically discussed above as providing customary flexibility to amend the Company’s governing documents in the future. Treatment of Common Stock At and after the effective time of the merger to restate our Certificate of Incorporation, each share of the Company’s common stock issued and outstanding immediately prior to the effective time will remain an issued and outstanding share of common stock of Company and will not be affected by the merger. Each share of BF Subsidiary, Inc. common stock that is issued and outstanding immediately prior to the effective time of the merger will, as a result of the merger, automatically be cancelled and retired for no consideration and will cease to exist. Vote Required For the Merger Agreement to become effective it must receive the affirmative vote of at least a majority of the outstanding shares entitled to vote on the Merger Agreement. Broker non-votes and abstentions will have the same effect as votes against the Merger Agreement. Effect of Not Obtaining the Required Vote for Approval If the Merger Agreement is not approved by the Company’s shareholders, the merger will not be consummated. The present classification of the Board of Directors will continue, and the Company’s Certificate of Incorporation will remain in effect. Anticipated Effective Time If the Merger Agreement is approved by the Company’s shareholders, it is anticipated that the Company will file the necessary documents with the Delaware Secretary of State to complete the merger to restate our Certificate of Incorporation as soon thereafter as is practicable. | | | |
| Blue Foundry Bancorp | 2023 Proxy Statement | | 48 |
Proposal 3: Approval of the Merger Agreement with the Company’s Wholly Owned Subsidiary for the Purpose of Restating the Certificate of Incorporation to Declassify the Board of Directors and Eliminate Supermajority Voting Requirements to Amend the Certificate of Incorporation and Bylaws | | | | | OUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT THE COMPANY’S STOCKHOLDERSSHAREHOLDERS VOTE “FOR” THE APPROVAL OF THE BLUE FOUNDRY BANCORP 2022 EQUITY INCENTIVE PLAN.MERGER AGREEMENT |
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| Stockholder Proposals
and Nominations |
Bylaw Provisions Regarding Stockholder Proposals and Nominations.The Company’s Bylaws generally provide that any stockholdershareholder desiring to make a proposal for new business at a meeting of stockholdersshareholders or to nominate one or more candidates for election as directors at a meeting of stockholdersshareholders must have given timely notice thereof in writing to the Secretary of the Company. The Secretary must receive such written notice no less than 120 days prior to the anniversary date of the Company’s proxy materials for the prior year’s annual meeting; provided, however, that in the event the date of the annual meeting is advanced more than 30 days prior to, or delayed by more than 60 days after, the anniversary of the preceding year’s annual meeting, then, to be timely, notice by the stockholder must be so received no later than close of the business on the tenth day following the day on which the date of the annual meeting is first announced publicly.meeting. Based on the July 18, 2022April [ ], 2023 date of this proxy statement,Proxy Statement, the notice with respect to the 20232024 annual meeting of stockholders wouldshareholders will be required to be provided to the Company by March 20,[ ], 2023. However, the 2023 annual meeting is expected to be held on May 18, 2023, which is more than 30 days prior to the date of the 2022 annual meeting. Therefore, assuming that the Company publicly announces the date of 2023 annual meeting by December 8, 2022, the bylaw deadline for submitting notice of a stockholder’s intent to make a proposal for new business or to nominate a candidate for election as a director, will be December 18, 2022 (or 10 days following the public announcement of the date of the 2023 annual meeting of stockholders). The notice with respect to stockholdershareholder proposals that are not nominations for director must set forth as to each matter such stockholdershareholder proposes to bring before the annual meeting: (i) a brief description of the business desired to be brought before the annual meeting, the reasons for conducting such business at the annual meeting and any material interests in such business of such stockholdershareholder and any beneficial owner; (ii) the name and address of such stockholdershareholder as they appear on our books and of the beneficial owner, if any, on whose behalf the proposal is made; (iii) the class and number of shares of our capital stock which are owned beneficially or of record by such stockholdershareholder and such beneficial owner; and (iv) a representation as to whether such stockholdershareholder intends to deliver a proxy statement and form of proxy to stockholdersshareholders who in the aggregate own enough shares to legally carry the proposal. The notice with respect to director nominations must include: (a) as to each person whom the stockholdershareholder proposes to nominate for election as a director, such information relating to such person that is required to be disclosed in connection with solicitations of proxies for election of directors, or is otherwise required, in each case pursuant to Regulation 14A under the Exchange Act, or any successor rule or regulation and a written consent of each proposed nominee to be named as a nominee and to serve as a director if elected; and (b) as to the stockholdershareholder giving the notice: (i) the name and address of such stockholdershareholder as they appear on our books and of the beneficial owner, if any, on whose behalf the nomination is made; (ii) the class and number of shares of our capital stock which are owned beneficially or of record by such stockholdershareholder and such beneficial owner; and (iii) a representation as to whether such stockholdershareholder intends to deliver a proxy statement and form of proxy to stockholdersshareholders who in the aggregate own a sufficient number of shares to elect such nominee. | | | | Blue Foundry Bancorp | 2023 Proxy Statement | | 49 |
Proposals and Nominations Failure to comply with these advance notice requirements will preclude such new business or nominations from being considered at the meeting. Nothing in this proxy statement shall be deemed to require us to include in our proxy statement and proxy relating to an annual meeting any stockholdershareholder proposal or nomination that does not meet all of the requirements for inclusion established by the Securities and Exchange CommissionSEC in effect at the time such proposal or nomination is received. Requirement for Stockholder Proposal to be Included in 2024 Proxy Statement.Generally, in order to be eligible for inclusion in the proxy materials for an annual meeting of stockholders,shareholders, any stockholdershareholder proposal submitted pursuant to SEC Rule 14a-8 must be received at Blue Foundry Bancorp’s executive office, 19 Park Avenue, Rutherford, New Jersey 07070, no later than 120 days prior to the anniversary date of the Company’s proxy materials relating to the prior year’s annual meeting, unless the datemeeting. Any proposals of the annual meeting is changed by more than 30 days from the date of the previous year’s annual meeting. Given the expected date of the 2023 annual meeting of stockholders (May 18, 2023), the 14a-8 deadline is expectedshareholders intended to be December 18, 2022. The deadline willsubmitted at the 2024 Annual Meeting of Shareholders under SEC Rule 14a-8 must be disclosedno later than [ ], 2023 in order to be considered for inclusion in the Company’s quarterly report on Form 10-Qproxy statement and form of proxy for the quarter ended September 30, 2022 (or in another manner reasonably calculated to inform investors).such meeting. Any such proposals shallwill be subject to the requirements of the proxy rules adopted under the Securities Exchange Act of 1934. | | | | | | | | 38 | | Blue Foundry Bancorp | 2022 Proxy Statement
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| | | | | | | | Stockholder Proposals and Nominations | |
AStockholder Solicitation of Proxies in Support of Nominees Other Than Company Nominees. In addition to satisfying the provisions in our Bylaws regarding nominations of director candidates, including the deadline for written notices, a shareholder intending to engage in a director election contest at next year’s annual meeting must give the Company notice of their intent to solicit proxies by providing the names of its nominees and certain other information required by SEC Rule 14a-19 60 days before the anniversary of the prior year’s annual meeting. This deadline is March 20, 2024. Notice should be provided to our executive office, 19 Park Avenue, Rutherford, New Jersey 07070. However, if next year’s annual meeting is held on a date more than 30 calendar days from August 25, 2022, as anticipated, then the shareholder must provide such information no later than the tenth day following public announcement of the date of the annual meeting. Any such notice and solicitation will be subject to the requirements of the proxy rules adopted under the Securities Exchange Act of 1934.
J. Christopher Ely and Robert T. Goldstein, the two directors recommended by your Board for election at the annual meeting, are reflected on the WHITE proxy cardaccompanying this Proxy Statement, which is being used by the Company to solicit votes for the election of the nominees recommended by the Board. | | | | | | | | | | Blue Foundry Bancorp | 2022 Proxy Statement
The Company’s Board of Directors strongly opposes the Seidman Group’s proxy solicitation and urges you not to vote for Ms. Corrou or Mr. Vanaria, the nominees of the Seidman Group, and not to sign or return any blue proxy card sent to you by the Seidman Group. Even voting to WITHHOLD a vote on Ms. Corrou and/or Mr. Vanaria, the nominees of the Seidman Group, by signing and returning the blue proxy card could invalidate any vote a shareholder may want to make FOR the nominees recommended by the Board. Instead, shareholders wanting to support nominees recommended by your Board should sign and return ONLY the WHITE proxy card. | | 39
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The Board of Directors is not aware of any business to come before the annual meeting other than the matters described above in the Proxy Statement. However, if any matters should properly come before the annual meeting, it is intended that the Board of Directors, as holders of the proxies, will act as determined by a majority vote. | | | | | | | | 40 | | Blue Foundry Bancorp | 2023 2022 Proxy Statement | | 50 |
A copy of Blue Foundry Bancorp’s annual report on Form 10-K for the year ended December 31, 20212022 will be furnished without charge to stockholdersshareholders as of the record date upon written request to the Corporate Secretary, 19 Park Avenue, Rutherford, New Jersey 07070 (regular mail), or 19 Park Avenue, Rutherford, New Jersey 07070 (overnight delivery) or by calling (201) 939-5000. | | | | | | | | | | Blue Foundry Bancorp | 2023 2022 Proxy Statement | | 41
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| Important Notice Regarding the Availability of Proxy Materials |
Blue Foundry Bancorp’s Proxy Statement, including the Notice of the Annual Meeting of Stockholders,Shareholders, and the 20212022 Annual Report on Form 10-K are each available on the Internet at www.proxydocs.com/BLFY.www.virtualshareholdermeeting.com/BLFY2023. | | By Order of the Board of Directors | |  | | Elyse D. Beidner | | Corporate Secretary |
Rutherford, New Jersey April [ ], 2023 | | | | Blue Foundry Bancorp | 2023 Proxy Statement | | 52 |
Appendix A AGREEMENT AND PLAN OF MERGER OF BF SUBSIDIARY, INC. WITH AND INTO BLUE FOUNDRY BANCORP AGREEMENT AND PLAN OF MERGER, dated as of March 23, 2023 (this “Agreement”), by and between Blue Foundry Bancorp, a Delaware corporation, and BF Subsidiary, Inc., a Delaware corporation and direct, wholly-owned subsidiary of Blue Foundry Bancorp (“BF Subsidiary”). WHEREAS, Blue Foundry Bancorp is the sole holder of all of the issued and outstanding capital stock of BF Subsidiary; and WHEREAS, the parties hereto intend to effect the merger of BF Subsidiary with and into Blue Foundry Bancorp (the “Merger”), so that Blue Foundry Bancorp is the surviving entity in the Merger (hereinafter sometimes referred to in such capacity as the “Surviving Corporation”), and the certificate of incorporation of BF Subsidiary as in effect immediately prior to the Merger Effective Time shall be the certificate of incorporation of the Surviving Corporation. NOW, THEREFORE, in consideration of the foregoing and their respective representations, warranties, covenants and agreements set forth herein, the parties hereto agree as follows: ARTICLE I NAMES OF CORPORATIONS Section 1.1 Name of Corporation to be Merged. The name of the corporation to be merged is BF Subsidiary Bancorp, Inc., a Delaware corporation. The name under which such corporation was formed is BF Subsidiary, Inc. Section 1.2 Name of Surviving Corporation. The name of the surviving corporation is Blue Foundry Bancorp, a Delaware corporation. The name under which such corporation was formed is Blue Foundry Bancorp. ARTICLE II OUTSTANDING SHARES OF THE CONSTITUENT CORPORATIONS Section 2.1 Designation and Number of Outstanding Shares of the Corporation to Be Merged. As of the date hereof, the authorized capital stock of the BF Subsidiary consists of 100 shares of common stock, par value $0.01 per share (the “BF Subsidiary Common Stock”), all of which are issued and outstanding and owned by Blue Foundry Bancorp. Section 2.2 Designation and Number of Outstanding Shares of the Surviving Corporation. As of the date hereof, the authorized capital stock of Blue Foundry Bancorp consists of 80,000,000 shares of capital stock, consisting of 70,000,000 shares of common stock, par value $0.01 per share (“Blue Foundry Bancorp Common Stock”), which is the only class of shares of Blue Foundry Bancorp generally entitled to vote on the election of directors, and 10,000,000 shares of preferred stock, par value $0.01 per share (“Blue Foundry Bancorp Preferred Stock”). As of the date hereof, there were 28,522,500 shares of Blue Foundry Bancorp Common Stock outstanding and no shares of Blue Foundry Bancorp Preferred Stock outstanding. ARTICLE III TERMS AND CONDITIONS OF THE MERGER Section 3.1 General. On the terms and subject to the conditions set forth in this Agreement, at the Merger Effective Time (as defined below), BF Subsidiary shall be merged with and into Blue Foundry Bancorp in accordance with Section 251 of the Delaware General Corporation Law (the “DGCL”). Blue Foundry Bancorp shall be the surviving entity in the Merger and shall continue its corporate existence under the laws of the State of Delaware. Upon consummation of the Merger, the separate corporate existence of BF Subsidiary shall terminate. Section 3.2 Merger Effective Time. Blue Foundry Bancorp and BF Subsidiary shall cause to be filed a certificate of merger with the Secretary of State of Delaware (the “Merger Certificate”). The Merger shall become effective as of the date and time specified in the Merger Certificate in accordance with the relevant provisions of Section 251 of the DGCL, as applicable, or at such other date and time as shall be provided by applicable law (such date and time hereinafter referred to as the “Merger Effective Time”). Section 3.3 Effects of the Merger. At and after the Merger Effective Time, the Merger shall have the effects set forth in the applicable provisions of the DGCL and this Agreement. Section 3.4 Cancellation of BF Subsidiary Stock. Each share of BF Subsidiary Common Stock, as well as each share of any other class or series of capital stock of BF Subsidiary, in each case that is issued and outstanding immediately prior to the Merger Effective Time, shall, at the Merger Effective Time, solely by virtue and as a result of the Merger and without any action on the part of any holder thereof, automatically be cancelled and retired for no consideration and shall cease to exist. Section 3.5 Blue Foundry Bancorp Stock. At and after the Merger Effective Time, each share of Blue Foundry Bancorp Common Stock issued and outstanding immediately prior to the Merger Effective Time shall remain an issued and outstanding share of common stock of Blue Foundry Bancorp and shall not be affected by the Merger. Section 3.6 Certificate of Incorporation of the Surviving Corporation. At the Merger Effective Time, the certificate of incorporation of BF Subsidiary, as in effect immediately prior to the Merger Effective Time, shall be the certificate of incorporation of the Surviving Corporation, until thereafter changed or amended as provided therein or by applicable law. Section 3.7 Bylaws of the Surviving Corporation. At the Merger Effective Time, the bylaws of Blue Foundry Bancorp as in effect immediately prior to the Merger Effective Time, shall be the bylaws of the Surviving Corporation until thereafter amended in accordance with its terms and applicable law. Section 3.8 Directors and Officers of the Surviving Corporation. The directors and officers of Blue Foundry Bancorp as of immediately prior to the Merger Effective Time shall, at and after the Merger Effective Time, be the directors and officers, respectively, of the Surviving Corporation, such individuals to serve in such capacities until such time as their respective successors shall have been duly elected or appointed and qualified or until their respective earlier death, resignation or removal from office. ARTICLE IV CONDITIONS PRECEDENT Section 4.1 Conditions to Each Party’s Obligation to Effect the Merger. The respective obligations of the Blue Foundry Bancorp and BF Subsidiary to effect the Merger shall be subject to the satisfaction or written waiver (subject to applicable law) of the following conditions prior to the Merger Effective Time: (a) All material approvals, consents and authorizations of, filings and registrations with, and notifications to, all governmental authorities required for the consummation of the Merger shall have been obtained or made and shall be in full force and effect, and all statutory waiting periods required by law shall have expired or been terminated; and (b) No jurisdiction, court of competent jurisdiction or governmental authority shall have enacted, issued, promulgated, enforced or entered into any statute, rule, regulation, judgment, decree, injunction or other order (whether temporary, preliminary or permanent) which is in effect and prohibits or makes illegal the consummation of the Merger. (c) The approval of this Agreement, in accordance with Delaware law, by the stockholders of Blue Foundry Bancorp and the approval of this Agreement by Blue Foundry Bancorp in its capacity as sole stockholder of BF Subsidiary. ARTICLE V TERMINATION AND AGREEMENT Section 5.1 Termination. This Agreement may be terminated and the Merger may be abandoned at any time prior to the Merger Effective Time by mutual written consent of the Board of Directors of each of Blue Foundry Bancorp and BF Subsidiary. In the event of the termination of this Agreement as provided in this Section 5.1, this Agreement shall forthwith become void and have no effect, and none of Blue Foundry Bancorp or BF Subsidiary, any of their respective affiliates or any of the officers or directors of any of them shall have any liability or obligation of any nature whatsoever hereunder, or in connection with the transactions contemplated hereby. Section 5.2 Amendment. This Agreement may not be amended, except by an instrument in writing signed on behalf of each of the parties hereto. ARTICLE VI 
Elyse D. BeidnerSection 6.1 Representations and Warranties. Each of the parties hereto represents and warrants that this Agreement has been duly authorized, executed and delivered by such party and (assuming due authorization, execution and delivery by the other party) constitutes a valid and binding obligation of such party, enforceable against it in accordance with the terms hereof (except in all cases as such enforceability may be limited by bankruptcy, insolvency, moratorium, reorganization or similar laws of general applicability affecting the rights of creditors generally and the availability of equitable remedies).
Corporate SecretarySection 6.2 Nonsurvival of Agreements. None of the agreements in this Agreement or in any instrument delivered pursuant to this Agreement shall survive the Merger Effective Time or the termination of this Agreement as provided in Section 5.1.
Rutherford, New JerseySection 6.3 Interpretation. When a reference is made in this Agreement to Sections, such reference shall be to a Section of this Agreement unless otherwise indicated. The headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. Whenever the words “include,” “includes” or “including,” are used in this Agreement, they shall be deemed to be followed by the words “without limitation.” The word “or” shall not be exclusive. References to “the date hereof” shall mean the date of this Agreement.
July 18, 2022Section 6.4 Counterparts. This Agreement may be executed in counterparts (including by ..pdf), all of which shall be considered one and the same agreement and shall become effective when counterparts have been signed by each of the parties and delivered to the other party, itbeingunderstood that both parties need not sign the same counterpart.
Section 6.5 Entire Agreement. This Agreement (including the documents and instruments referred to herein) constitutes the entire agreement and supersedes all prior agreements and understandings, both written and oral, among the parties with respect to the subject matter hereof. Section 6.6 Governing Law. This Agreement shall be governed and construed in accordance with the laws of the State of Delaware applicable to agreements made and to be performed wholly within the State of Delaware, without regard to any applicable conflicts of law principles. Section 6.7 Assignment. Neither this Agreement nor any of the rights, interests or obligations hereunder shall be assigned by any of the parties hereto (whether by operation of law or otherwise) without the prior written consent of the other party. Any purported assignment in contravention hereof shall be null and void. [Signature pages follow] IN WITNESS WHEREOF, Blue Foundry Bancorp and BF Subsidiary have caused this Agreement to be executed by their respective officers thereunto duly authorized as of the date first above written. | | | | BLUE FOUNDRY BANCORP | | | | By: | | /s/ James D. Nesci | | | | 42 | | Blue Foundry Bancorp | 2022 Proxy Statement
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BLUE FOUNDRY BANCORP
2022 EQUITY INCENTIVE PLAN
ARTICLE 1—GENERAL
Section 1.1Purpose, Effective Date and Term. The purpose of this Blue Foundry Bancorp 2022 Equity Incentive Plan (the “Plan”) is to promote the long-term financial success of Blue Foundry Bancorp (the “Company”), and its Subsidiaries, including Blue Foundry Bank (the “Bank”) by providing a means to attract, retain and reward individuals who contribute to that success and to further align their interests with those of the Company’s stockholders through the ownership of shares of Company Stock. The “Effective Date” of the Plan shall be the date on which the Plan satisfies the applicable stockholder approval requirements. The Plan will remain in effect as long as any Awards remain outstanding; provided, however, that no Awards may be granted under the Plan after the day immediately prior to the ten-year anniversary of the Effective Date.
Section 1.2Administration. The Plan shall be administered by the Compensation Committee of the Board of Directors (the “Committee”), in accordance with Section 5.1.
Section 1.3Participation. Each individual who is granted or holds an Award in accordance with the terms of the Plan will be a Participant in the Plan (a “Participant”). The grant of Awards shall be limited to Employees and Directors.
Section 1.4Definitions. Capitalized terms used in the Plan are defined in Article 8 and elsewhere in the Plan.
ARTICLE 2—AWARDS
Section 2.1General. Any Award under the Plan may be granted singularly, or in combination with another Award (or Awards). Each Award under the Plan shall be subject to the terms and conditions of the Plan and any additional terms, conditions, limitations and restrictions provided by the Committee with respect to the Award and as evidenced in an Award Agreement. Every Award under the Plan shall require a written Award Agreement. Subject to the provisions of Section 2.2(1)(d), an Award may be granted as an alternative to or replacement of an existing award under the Plan or any other plan of the Company or any Subsidiary (provided, however, that no reload Awards shall be granted hereunder) or as the form of payment for grants or rights earned or due under any other compensation plan or arrangement of the Company or its Subsidiaries, including without limitation the plan of any entity acquired by the Company or any Subsidiary. The types of Awards that may be granted under the Plan include:
(a)Stock Options. A Stock Option means a grant under Section 2.2 that represents the right to purchase shares of Stock at an Exercise Price established by the Committee. Any Stock Option may be either an Incentive Stock Option (an “ISO”) that is intended to satisfy the requirements applicable to an “incentive stock option” described in Code Section 422(b), or a Non-Qualified Stock Option (a “Non-Qualified Option”) that is not intended to be an ISO, provided, however, that no ISOs may be granted: (i) after the ten-year anniversary of the Effective Date or the date the Plan is approved by the Board of Directors, whichever is earlier, or (ii) to a non-employee. Unless otherwise specifically provided by its terms, any Stock Option granted under the Plan to an employee shall be an ISO to the maximum extent permitted. Any ISO granted under this Plan that does not qualify as an ISO for any reason (whether at the time of grant or as the result of a subsequent event) shall be deemed to be a Non-Qualified Option. In addition, any ISO granted under this Plan may be unilaterally modified by the Committee to disqualify the Stock Option from ISO treatment such that it shall become a Non-Qualified Option; provided however, that any modification will be ineffective if it causes the Award to be subject to Code Section 409A (unless, as modified, the Award complies with Code Section 409A).
(b)Restricted Stock Awards. A Restricted Stock Award means a grant of shares of Stock under Section 2.3 for no consideration or for such minimum consideration as may be required by applicable law, subject to a time-based vesting schedule or the satisfaction of market conditions or performance conditions.
| | | | Name: James D. Nesci | | | Title: President and Chief Executive Officer | | | BF SUBSIDIARY, INC. | | | | By: | | /s/ James D. Nesci | | | Blue Foundry Bancorp | 2022 Proxy Statement
Name: James D. Nesci | | | A-1
Title: President and Chief Executive Officer |
[Signature Page to Merger Agreement]
Appendix B BF SUBSIDIARY, INC. CERTIFICATE OF INCORPORATION (c)FIRSTRestricted Stock Units. A Restricted Stock Unit means a grant under Section 2.4 denominated in shares: The name of Stock thatthe Corporation is similarBF Subsidiary, Inc. (hereinafter referred to a Restricted Stock Award except no sharesas the “Corporation”).
SECOND: The address of Stock are actually awarded on the dateregistered office of grant of a Restricted Stock Unit. A Restricted Stock Unit is subject to a time-based vesting schedule or the satisfaction of market conditions or performance conditions and shall be settled in shares of Stock; provided, however, thatCorporation in the sole discretionState of Delaware is 251 Little Falls Drive, in the City of Wilmington, County of New Castle. The name of the Committee, determinedregistered agent at that address is Corporation Service Company. THIRD: The purpose of the time of settlement,Corporation is to engage in any lawful act or activity for which a Restricted Stock Unitcorporation may be settled in cash based onorganized under the Fair Market ValueGeneral Corporation Law of a share of Stock multiplied by the number of Restricted Stock Units being settled.Delaware. (d)FOURTHPerformance Awards. A Performance Award means an Award under Sections 2.2, 2.3 or 2.4 that vests upon the achievement of one or more specified performance measures, as further set forth in Section 8.1 under “Performance Award”.:
Section 2.2Stock Options.
(a)Grant of Stock Options. Each Stock Option shall be evidenced by an Award Agreement that specifies: (i) the number of Stock Options covered by the Stock Option; (ii) the date of grant of the Stock Option and the Exercise Price; (iii) the vesting period or conditions to vesting; and (iv) such other terms and conditions not inconsistent with the Plan, including the effect of termination of a Participant’s employment or Service with the Company as the Committee may, in its discretion, prescribe. Stock Options may be granted as Performance Awards.
(b)Terms and Conditions. A Stock Option shall be exercisable in accordance with such terms and conditions and during such periods as may be established by the Committee. In no event, however, shall a Stock Option expire later than ten (10) years after the date of its grant (or five (5) years with respect to an ISO granted to an Employee who is a 10% Stockholder). The “Exercise Price” of each Stock Option shall not be less than 100% of the Fair Market Value of a share of Stock on the date of grant (or, if greater, the par value of a share of Stock); provided, however, that the Exercise Price of an ISO shall not be less than 110% of Fair Market Value of a share of Stock on the date of grant if granted to a 10% Stockholder; further, provided, that the Exercise Price may be higher or lower in the case of Stock Options granted or exchanged in replacement of existing Awards held by an employee or director of an acquired entity. The payment of the Exercise Price of a Stock Option shall be by cash or, subject to limitations imposed by applicable law, by such other means as the Committee may from time to time permit, including: (i) by tendering, either actually or constructively by attestation, shares of Stock valued at Fair Market Value as of the date of exercise; (ii) by irrevocably authorizing a third party, acceptable to the Committee, to sell shares of Stock (or a sufficient portion of the shares) acquired upon exercise of the Stock Option and to remit to the Company a sufficient portion of the sale proceeds to pay the entire Exercise Price and any tax withholding resulting from such exercise; (iii) by net settlement of the Stock Option, using a portion of the shares obtained on exercise in payment of the Exercise Price of the Stock Option (and if applicable, tax withholding); (iv) by personal, certified or cashier’s check; (v) by other property deemed acceptable by the Committee; or (vi) by any combination thereof.A. The total number of shares that may be acquired uponof all classes of stock which the exerciseCorporation shall have authority to issue is Eighty Million (80,000,000) consisting of:
1. Seventy million (70,000,000) shares of aCommon Stock, Option shall be rounded down to the nearest wholepar value one cent ($0.01) per share with cash-in-lieu paid by the Company, at its discretion, for the(the “Common Stock”); and 2. Ten Million (10,000,000) shares of Preferred Stock, par value of any fractional share.one cent ($0.01) per share (the “Preferred Stock”). (c) Prohibition of Cash Buy-Outs of Underwater Stock Options. Under no circumstances will any Stock Option with an Exercise Price as of an applicable date that is greater than the Fair Market Value of a share of Stock as of the same date that was granted under the Plan be bought back by the Company without shareholder approval.
(d) Prohibition Against Repricing. Except for adjustments pursuant to Section 3.4, and reductions of the Exercise Price approved by the Company’s shareholders, neither the Committee nor theB. The Board of Directors shall haveis authorized, subject to any limitations prescribed by law, to provide for the right or authority to make any adjustment or amendment that reduces or would have the effect of reducing the Exercise Price of a Stock Option previously granted under the Plan, whether through amendment, cancellation (including cancellation in exchange for a cash payment in excessissuance of the Award’s in-the-money value orshares of Preferred Stock in exchange forseries, and by filing a certificate pursuant to the applicable law of the State of Delaware (such certificate being hereinafter referred to as a “Preferred Stock Options or other Awards)Designation”), replacement grants, or other means.
(e) Prohibition on Paying Dividends. No dividends shall be paid on Stock Options and no Dividend Equivalent Rights may be granted with respect to Stock Options.
Section 2.3. Restricted Stock Awards.
(a)Grant of Restricted Stock. Each Restricted Stock Award shall be evidenced by an Award Agreement, that specifies: (i)establish from time to time the number of shares of Stock covered byto be included in each such series, and to fix the Restricted Stock Award; (ii) the date of grant of the Restricted Stock Award; (iii) the vesting period or conditions to vesting;designation, powers, preferences, and (iv) such other terms and conditions not inconsistent with the Plan, including the effect of termination of Participant’s employment or Service with the Company as the Committee may, in its discretion,
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prescribe. Restricted Stock Awards may be granted as Performance Awards. All Restricted Stock Awards shall be in the form of issued and outstanding shares of Stock. Restricted Stock granted under the Plan may be evidenced in such manner as the Committee shall determine, including electronically and/or solely on the books and records maintained by the transfer agent. If certificates representing Restricted Stock are registered in the name of the Participant, the Committee may require that such certificates bear an appropriate legend referring to the terms, conditions and restrictions applicable to such Restricted Stock (including that the Restricted Stock may not be sold, encumbered, hypothecated or otherwise transferred except in accordance with the terms of the Plan and Award Agreement) and/or that the Company retain physical possession of the certificates, and that the Participant deliver a stock power to the Company, endorsed in blank, relating to the Restricted Stock.
(b)Terms and Conditions. Each Restricted Stock Award shall be subject to the following terms and conditions:
(i) Dividends. No cash dividends shall be paid with respect to any Restricted Stock Awards unless and until the Participant vests in the underlying share(s) of Restricted Stock. Upon the vesting of a Restricted Stock Award, any dividends declared but not paid during the vesting period shall be paid within thirty (30) days following the vesting date. Any stock dividends declared on shares of Stock subject to a Restricted Stock Award shall be subject to the same restrictions and shall vest at the same time as the shares of Restricted Stock from which said dividends were derived. All unvested dividends shall be forfeited by the Participants to the extent their underlying Restricted Stock Awards are forfeited.
(ii) Voting Rights. Unless the Committee determines otherwise with respect to any Restricted Stock Award and specifies such determination in the relevant Award Agreement, a Participant shall have voting rights related to unvested, non-forfeited Restricted Stock Awards and the voting rights may be exercised by the Participant in his or her discretion.
(iii) Tender Offers and Merger Elections. Each Participant to whom a Restricted Stock Award is granted shall have the right to respond, or to direct the response, with respect to the related shares of Restricted Stock, to any tender offer, exchange offer, cash/stock merger consideration election or other offer made to, or elections made by, the holders of shares of Stock. Such a direction for any shares of Restricted Stock shall be given by proxy or ballot (if the Participant is the beneficial owner of the shares of Restricted Stock for voting purposes)each such series and any qualifications, limitations or by completing and filing, with the inspectorrestrictions thereof. The number of elections, the trustee or such other person who shall be independent of the Company as the Committee shall designate in its direction (if the Participant is not a beneficial owner), a written direction in the form and manner prescribed by the Committee. If no direction is given, then theauthorized shares of RestrictedPreferred Stock shallmay be increased or decreased (but not be tendered.
Section 2.4Restricted Stock Units.
(a) Grant of Restricted Stock Unit Awards. Each Restricted Stock Unit shall be evidenced by an Award Agreement that specifies: (i)below the number of Restricted Stock Units coveredshares thereof then outstanding) by the Award; (ii) the date of grantaffirmative vote of the Restricted Stock Units; (iii) the Restriction Period; and (iv) such other terms and conditions not inconsistent with the Plan, including the effect of terminationholders of a Participant’s employmentmajority of the Common Stock, without a vote of the holders of the Preferred Stock, or Services with the Company as the Committee may, in its discretion, prescribe.
(b) Terms and Conditions. Each Restricted Stock Unit Award shall be subject to the following terms and conditions:
(i) A Restricted Stock Unit Award shall be similar to a Restricted Stock Award except that no shares of Stock are actually awarded to the recipient on the date of grant. The Committee shall impose such conditions and/or restrictions on any Restricted Stock Unit Award granted pursuant to the Plan as it may deem advisable including, without limitation, a requirement that Participants pay a stipulated purchase price for each Restricted Stock Unit, time-based restrictions and vesting following the attainment of performance measures, restrictions under applicable laws or under the requirements of any Exchange or market upon which shares of Stock may be listed, or holding requirements or sale restrictions placed by the Company upon vesting of the Restricted Stock Units. The Committee may make grants of Restricted Stock Units upon such terms and conditions as it may determine, which may include, but is not limited to, deferring receipt of the underlying shares of Stock provided the deferral complies with Section 409A of the Code and applicable provisions of the Plan.
(ii) Restricted Stock Units may be granted as Performance Awards.
(iii) Subject to the provisions of the Plan and the applicable Award Agreement, during the period, if any, set by the Committee, commencing with the date of grant ofseries thereof, unless a Restricted Stock Unit for which a Participant’s continued Service is required (the “Restriction Period”), and until the later of (A) the expiration of the Restriction Period and (B) the date the applicable performance measures (if any) are satisfied, the Participant shall not be permitted to sell, assign, transfer, pledge or otherwise encumber Restricted Stock Units.
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(iv) A Participant shall have no voting rights with respect to any Restricted Stock Units granted hereunder.
(v) No dividends shall be paid on Restricted Stock Units. In the sole discretion of the Committee, exercised at the time of grant, Dividend Equivalent Rights may be assigned to Restricted Stock Units. A Dividend Equivalent Right, if any, shall be paid at the same time as the shares of Stock or cash subject to the Restricted Stock Unit are distributed to the Participant and is otherwise subject to the same rights and restrictions as the underlying Restricted Stock Unit.
Section 2.5Vesting of Awards. The Committee shall specify the vesting schedule or conditions of each Award. At least ninety-five percent (95%) of all Awards under the Plan shall be subject to a vesting requirement of at least one year of Service following the grant of the Award and evidenced in the Award Agreement, subject to acceleration of vesting, to the extent authorized by the Committee or set forth in the Award Agreement, upon the Participant’s death, Disability or in connection with a Change in Control as set forth in Article IV.
Section 2.6Deferred Compensation. Subject to approval by the Committee before an election is made, an Award of Restricted Stock Units may be deferred pursuant to a valid deferral election made by a Participant. If a deferral election is made by a Participant, the Award Agreement shall specify the terms of the deferral and shall constitute the deferral plan pursuant to the requirements of Code Section 409A. If any Award would be considered “deferred compensation” as defined under Code Section 409A (“Deferred Compensation”), the Committee reserves the absolute right (including the right to delegate such right) to unilaterally amend the Plan or the Award Agreement, without the consent of the Participant, to maintain exemption from, or to comply with, Code Section 409A. Any amendment by the Committee to the Plan or an Award Agreement pursuant to this Section 2.6 shall maintain, to the extent practicable, the original intent of the applicable provision without violating Code Section 409A. A Participant’s acceptancevote of any Award under the Plan constitutes acknowledgement and consent to such rights of the Committee, without further consideration or action. Any discretionary authority retained by the Committeeholders is required pursuant to the terms of any Preferred Stock Designation.
C. 1. Notwithstanding any other provision of this Plan or pursuant to an Award Agreement shall not be applicable to an Award which is determined to constitute Deferred Compensation, if such discretionary authority would contravene Code Section 409A. Unless otherwise provided in a valid election form intended to comply with Code Section 409A, all Awards that are considered Deferred Compensation hereunder shall settle and be paidCertificate of Incorporation, in no event later than 21⁄2 months followingshall any record owner of any outstanding Common Stock which is beneficially owned, directly or indirectly, by a person who, as of any record date for the enddetermination of stockholders entitled to vote on any matter, beneficially owns in excess of 10% of the calendar year withthen-outstanding shares of Common Stock (the “Limit”), be entitled to vote, or permitted to cast any vote in respect to whichof the Award’s substantial riskshares held in excess of forfeiture lapsed. Section 2.7.Effect of Termination of Service on Awards. The Committee shall establish the effect of a Termination of Service on the continuation of rightsLimit, except that such restriction and benefits available under an Award and, in so doing, may make distinctions based upon, among other things, the reason(s) for the Termination of Service and type of Award. Unless otherwise specified by the Committee andall restrictions set forth in an Award Agreement or as set forth in any employment or severance agreement entered into by and between the Company and/or a Subsidiary and the Participant, the following provisionsthis subsection “C” shall not apply to each Award granted under this Plan:
(a) Uponany tax qualified employee stock benefit plan established by the Participant’s Termination of Service for any reason other than due to Disability, death or Cause, Stock OptionsCorporation, which shall be exercisable only asable to thosevote in respect to shares that were immediately exercisable byheld in excess of the Participant at the dateLimit. The number of termination, andvotes which may be exercised only for a period of three (3) months following termination andcast by any Restricted Stock or Restricted Stock Units that have not vested asrecord owner by virtue of the dateprovisions hereof in respect of TerminationCommon Stock beneficially owned by such person owning shares in excess of Service shall expire and be forfeited.
(b) In the event of a Termination of Service for Cause, all Stock Options granted to a Participant that have not been exercised (whether or not vested), and all Restricted Stock Awards and Restricted Stock Units that have not vested, shall expire and be forfeited.
(c) Upon Termination of Service on account of Disability or death, all Service-based Stock OptionsLimit shall be fully exercisable, whether or not then exercisable, and all Service-based Restricted Stock Awards and Restricted Stock Units shall immediately vest asa number equal to all shares subject to an outstanding Award at the date of Termination of Service. Upon Termination of Service for reason of Disability or death, any Awards that vest based on the achievement of performance targets shall vest, pro-rata, by multiplying (i) thetotal number of Awards thatvotes which a single record owner of all Common
Stock owned by such person would be obtained based on achievement at target (or if actual achievement of the performance measures is greater than the target level, at the actual achievement level) as of the date of Disability or death,entitled to cast, multiplied by (ii) a fraction, the numerator of which is the number of wholeshares of such class or partial months the Participant was in Service during the performance periodseries which are both beneficially owned by such person and owned of record by such record owner and the denominator of which is the total number of monthsshares of Common Stock beneficially owned by such person owning shares in the performance period. Stock Options may be exercised for a period of one year following Termination of Service due to death or Disability, or the remaining unexpired termexcess of the Stock Option, if less, provided, however, in orderLimit. 2. The following definitions shall apply to obtain ISO treatment for Stock Options exercised by heirs or deviseesthis Section C of an optionee, the optionee’s death must have occurred while employed or within three (3) months after Termination of Service. In the event of Termination of Service due to Retirement, a Participant’s vested Stock Options shall be exercisable for one year following Termination of Service,this Article FOURTH: | | | | | | | | A-4 | (a) | “Affiliate” shall have the meaning ascribed to it in Rule Blue Foundry Bancorp | 2022 Proxy Statement12b-2 of the General Rules and Regulations under the Securities Exchange Act of 1934, as in effect on the date of filing of this Certificate of Incorporation. | | |
| | | | | | | (b) | “Beneficial ownership” shall be determined pursuant to Rule Appendix A13d-3 | of the General Rules and Regulations under the Securities Exchange Act of 1934 (or any successor rule or statutory provision), or, if said Rule 13d-3 shall be rescinded and there shall be no successor rule or statutory provision thereto, pursuant to said Rule 13d-3 as in effect on the date of filing of this Certificate of Incorporation; provided, however, that a person shall, in any event, also be deemed the “beneficial owner” of any Common Stock: |
| (1) | which such person or any of its affiliates beneficially owns, directly or indirectly; or |
provided that no Stock Option
| (2) | which such person or any of its affiliates has (i) the right to acquire (whether such right is exercisable immediately or only after the passage of time), pursuant to any agreement, arrangement or understanding (but shall not be deemed to be the beneficial owner of any voting shares solely by reason of an agreement, contract, or other arrangement with this Corporation to effect any transaction which is described in any one or more of clauses of Article EIGHTH) or upon the exercise of conversion rights, exchange rights, warrants, options or otherwise, or (ii) sole or shared voting or investment power with respect thereto pursuant to any agreement, arrangement, understanding, relationship or otherwise (but shall not be deemed to be the beneficial owner of any voting shares solely by reason of a revocable proxy granted for a particular meeting of stockholders, pursuant to a public solicitation of proxies for such meeting, with respect to shares of which neither such person nor any such affiliate is otherwise deemed the beneficial owner); or |
| (3) | which are beneficially owned, directly or indirectly, by any other person with which such first mentioned person or any of its affiliates acts as a partnership, limited partnership, syndicate or other group pursuant to any agreement, arrangement or understanding for the purpose of acquiring, holding, voting or disposing of any shares of capital stock of this Corporation; |
| and provided further, however, that (1) no Director or Officer of this Corporation (or any affiliate of any such Director or Officer) shall, solely by reason of any or all of such Directors or Officers acting in their capacities as such, be deemed, for any purposes hereof, to beneficially own any Common Stock beneficially owned by another such Director or Officer (or any affiliate thereof), and (2) neither any employee stock ownership plan or similar plan of this Corporation or any subsidiary of this Corporation, nor any trustee with respect thereto or any affiliate of such trustee (solely by reason of such capacity as trustee), shall be deemed, for any purposes hereof, to beneficially own any Common Stock held under any such plan. For purposes of computing the percentage beneficial ownership of Common Stock of a person, the outstanding Common Stock shall include shares deemed owned by such person through application of this subsection but shall not include any other Common Stock which may be issuable by this Corporation pursuant to any agreement, or upon exercise of conversion rights, warrants, options, or otherwise. For all other purposes, the outstanding Common Stock shall include only Common Stock then outstanding and shall not include any Common Stock which may be issuable by this Corporation pursuant to any agreement, or upon the exercise of conversion rights, warrants, options, or otherwise. |
| (c) | A “person” shall include an individual, firm, a group acting in concert, a corporation, a partnership, an association, a joint venture, a pool, a joint stock company, a trust, an unincorporated organization or similar company, a syndicate or any other group formed for the purpose of acquiring, holding or disposing of securities or any other entity. |
3. The Board of Directors shall be eligible for treatment as an ISO inhave the event such Stock Option is exercised more than three months following Termination of Service duepower to Retirementconstrue and any Stock Option, Restricted Stock Award or Restricted Stock Unit that has not vested as of the date of Termination of Service due to Retirement shall expire and be forfeited. (d) Notwithstanding anything herein to the contrary, no Stock Option shall be exercisable beyond the last day of the original term of the Stock Option.
(e) Notwithstandingapply the provisions of this Section 2.7, the effect of a Change in Control on the vesting/exercisability of Stock Options, Restricted Stock Awards, Restricted Stock Units section and Performance Awards is as set forth in Article 4.
Section 2.8. Holding Period for Vested Awards. As a condition of receipt of an Award, the Award Agreement may require a Participant to agreemake all determinations necessary or desirable to hold a vested Award or shares of Stock received upon exercise of a Stock Option for a period of time specified in the Award Agreement (“Holding Period”). In connection with the foregoing, a Participant may be requiredimplement such provisions, including but not limited to retain direct ownership of such shares until the earlier of (i) the expiration of the Holding Period following the date of vesting or (ii) such person’s termination of employment with the Company and any Subsidiary. The foregoing limitation, if applicable, shall not apply to the extent that an Award vests due to death, Disability or an Involuntary Termination at or following a Change in Control, or to the extent that (x) a Participant directs the Company to withhold or the Company elects to withhold shares of Stockmatters with respect to the vesting or exercise, or, in lieu thereof, to retain, or to sell without notice, a sufficient number of shares of Stock to cover the amount required to be withheld or (y) a Participant exercises a Stock Option by a net settlement, and in the case of (x) and (y) herein, only to the extent of the shares are withheld for tax purposes or for purposes of the net settlement.
ARTICLE 3—Shares Subject to Plan
Section 3.1Available Shares. The shares of Stock with respect to which Awards may be made under the Plan shall be shares currently authorized but unissued, currently held or, to the extent permitted by applicable law, subsequently acquired by the Company, including shares purchased in the open market or in private transactions.
Section 3.2Share Limitations.
(a) Share Reserve. Subject to the following provisions of this Section 3.2, the maximum number of shares of Stock that may be delivered to Participants and their beneficiaries under the Plan shall be equal to 3,993,150 shares of Stock. The maximum number of shares of Stock that may be delivered pursuant to the exercise of Stock Options (all of which may be granted as ISOs) is 2,852,250 shares of Stock, which represents 10.0% of the number of shares issued in connection with the conversion of Blue Foundry, MHC, a mutual holding company to stock form as the Company and the related stock issuance of the Company (the “Conversion”). The maximum number of shares of Stock that may be issued as Restricted Stock Awards and Restricted Stock Units is 1,140,900 shares of Stock, which represents 4.0% of the number of shares issued in connection with the Conversion. The aggregate number of shares available for grant under this Plan and(i) the number of shares of Common Stock subjectbeneficially owned by any person, (ii) whether a person is an affiliate of another, (iii) whether a person has an agreement, arrangement, or understanding with another as to outstanding awardsthe matters referred to in the definition of beneficial ownership, (iv) the application of any other definition or operative provision of the section to the given facts, or (v) any other matter relating to the applicability or effect of this section.
4. The Board of Directors shall be subjecthave the right to adjustment as provided in Section 3.4. Notwithstanding the foregoing, the Company may grant Restricteddemand that any person who is reasonably believed to beneficially own Common Stock or Restricted Stock Units in excess of the limit set forth above, provided, that each shareLimit (or holds of Restrictedrecord Common Stock and/or each Restricted Stock Unit (orbeneficially owned by any other full value Award, including any Performance Award in the form of Restricted Stock or Restricted Stock Units), that is issued under the Plan from the poolperson in excess of the above limit shall reduceLimit) supply the numberCorporation with complete information as to (i) the record owner(s) of Stock Options that are availableall shares beneficially owned by three (3), provided, however, that if a share of Restricted Stock or a Restricted Stock Unitsuch person who is forfeited from the pool under conditions that would allow itreasonably believed to be regranted, the number of Stock Options that could thereafter be granted will also be increased by three (3), rounded down to the nearest whole Stock Option. (b) Computation of Shares Available. For purposes of this Section 3.2 andown shares in connection with the granting of a Stock Option, Restricted Stock or Restricted Stock Unit, the number of shares of Stock available for the grant shall be reduced by the number of shares previously granted, subject to the following. To the extent any shares of Stock covered by an Award (including Restricted Stock Awards and Restricted Stock Units) under the Plan are not delivered to a Participant or beneficiary for any reason, including because the Award is forfeited or canceled or because a Stock Option is not exercised, then the shares shall not be deemed to have been delivered for purposes of determining the maximum number of shares of Stock available for delivery under the Plan. To the extent that: (i) a Stock Option is exercised by using an actual or constructive exchange of shares of Stock to pay the Exercise Price; (ii) shares of Stock are withheld to satisfy tax withholding upon exercise or vesting of an Award granted hereunder; or (iii) shares are withheld to satisfy the Exercise Price of Stock Options in a net settlement of Stock Options, then the number of shares of Stock available shall be reduced by the gross number of Stock Options exercised or Stock vested prior to the return of shares to satisfy tax withholding, rather than by the net number of shares of Stock issued.
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Section 3.3. Limitations on Grants to Employees and Directors.
(a) Award Limitations. No individual Employee shall receive Awards representing more than twenty-five percent (25%)excess of the Stock available for issuance under the Plan. Non-Employee Directors (i.e., directors who are not also Employees of the Company orLimit, (ii) any Subsidiary) shall not receive, individually, Awards representing more than five percent (5%) of the Stock available for issuance under the Plan, and in the aggregate, shall not receive more than thirty percent (30%) of the Stock available for issuance as Awards under the Plan.
(b) Initial Grant to Non-Employee Directors. Each non-Employee Director of the Board of Directors of the Company who is in the Service of the Company on the Effective Date (i.e., the date of the 2022 Company annual stockholder meeting at which stockholders approve the Plan (“2022 Annual Meeting”) shall automatically be granted an Award of Stock Options and Restricted Stock as follows:
(i) Stock Options – Non-Employee Directors. Each non-Employee Director of the Board of Directors of the Company who is in the Service of the Company immediately following the 2022 Annual Meeting, shall receive, on the day immediately following the Effective Date, a grant of 106,959 Stock Options. These grants will vest at the rate of 20% per year, subject to acceleration in the event of death, Disability or an Involuntary Termination at or following a Change in Control.
(ii) Restricted Stock Awards – Non-Employee Directors. Each non-Employee Director of the Board of Directors of the Company who is in the Service of the Company immediately following the 2022 Annual Meeting shall receive, on the day immediately following the Effective Date, a grant of 42,783 shares of Restricted Stock. These grants will vest at the rate of 20% per year, subject to acceleration in the event of death, Disability or an Involuntary Termination at or following a Change in Control.
(c) Awards Subject to Adjustment. The aggregate number of shares available for grant under this Plan and the number of shares subject to outstanding Awards, including the limit on the number of Awards available for grant under this Plan described in this Section 3.3, shall be subject to adjustment as provided in Section 3.4.
Section 3.4Corporate Transactions.
(a)General. If the shares of Stock are changed into or exchanged for a different number or kind of shares or other securities of the Company on account of any recapitalization, reclassification, stock split, reverse split, combination of shares, exchange of shares, stock dividend or other distribution payable in capital stock, or other increase or decrease in such shares effected without receipt of consideration by the Company occurring after the Effective Date, the number and kinds of shares for which grants of Stock Options, Restricted Stock and Restricted Stock Unit Awards may be made under the Plan shall be adjusted proportionately and accordingly by the Committee, so that the proportionate interest of the grantee immediately following such event shall, to the extent practicable, be the same as immediately before such event. Any such adjustment in outstanding Stock Options shall not change the aggregate purchase price payable with respect to shares that are subject to the unexercised portion of the Stock Option outstanding but shall include a corresponding proportionate adjustment in the purchase price per share. In addition, the Committee is authorized to make adjustments in the terms and conditions of, and the criteria included in, Stock Options, Restricted Stock Awards and Restricted Stock Units (including, without limitation, cancellation of Stock Options, Restricted Stock Awards and Restricted Stock Units in exchange for the in-the-money value, if any, of the vested portion thereof, or substitution or exchange of Stock Options, Restricted Stock Awards and Restricted Stock Units using stock of a successor or other entity) in recognition of unusual or nonrecurring events (including, without limitation, events described in the preceding sentence) affecting the Company or any parent or Subsidiary or the financial statements of the Company or any parent or Subsidiary, or in response to changes in applicable laws, regulations, or accounting principles.
(b)Merger in which Company is Not Surviving Entity. In the event of any merger, consolidation, or other business reorganization (including, but not limited to, a Change in Control) in which the Company is not the surviving entity, unless otherwise set forth in the agreementfactual matter relating to the consummationapplicability or effect of this section as may reasonably be requested of such merger, consolidation or other business reorganization, any Stock Options granted under the Plan which are outstanding immediately prior to such merger, consolidation or other business combination shall be converted into Stock Options to purchase voting common equity securities of the business entity which survives such merger, consolidation or other business reorganization having substantially the same terms and conditions as the outstanding Stock Options under this Plan and reflecting the same economic benefit (as measured by the difference between the aggregate Exercise Price and the value exchanged for outstanding shares of Stock in such merger, consolidation or other business reorganization), all as determined by the Committee prior to the consummation of such merger. The Committee may, at any time prior to the consummation of such merger, consolidation or other business reorganization, direct that all, but not lessperson.
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than all, outstanding Stock Options be canceled as of the effective date of such merger, consolidation5. Any constructions, applications, or other business reorganization in exchange for a cash (or acquirer stock) payment per share of Stock equal to the excess (if any) of the value exchanged for an outstanding share of Stock in such merger, consolidation or other business reorganization over the Exercise Price of the Stock Option being canceled; provided, further, that in the event the Exercise Price of outstanding Stock Options exceed the value to be exchanged for an outstanding share of Stock (an “Underwater Stock Option”) in such merger, consolidation or other business reorganization, the Committee may, in its discretion, cancel and terminate such Underwater Stock Options without the consent of the holder of the Stock Option and without any payment to such holder.
Section 3.5Delivery of Shares. Delivery of shares of Stock or other amounts under the Plan shall be subject to the following:
(a)Compliance with Applicable Laws. Notwithstanding any other provision of the Plan, the Company shall have no obligation to deliver any shares of Stock or make any other distribution of benefits under the Plan unless such delivery or distribution complies with all applicable laws (including, the requirements of the Securities Act), and the applicable requirements of any Exchange or similar entity.
(b)Certificates. To the extent that the Plan provides for the issuance of shares of Stock, the issuance may bedeterminations made on a non-certificated basis, to the extent not prohibited by applicable law or the applicable rules of any Exchange.
ARTICLE 4—CHANGE IN CONTROL
Section 4.1Consequence of a Change in Control. Subject to the provisions of Section 3.4 (relating to the adjustment of shares and cancellation of Stock Options in exchange for a cash or stock payment of the in-the-money value) and except as otherwise provided in the Plan and unless the Committee determines otherwise:
(a)Upon an Involuntary Termination at or following a Change in Control, all Service-based Stock Options then held by the Participant shall become fully earned and exercisable (subject to the expiration provisions otherwise applicable to the Stock Option). All Stock Options may be exercised for a period of one year following an Involuntary Termination following a Change in Control, provided, however, that no Stock Option shall be eligible for treatment as an ISO in the event such Stock Option is exercised more than three (3) months following a termination of employment.
(b) Upon an Involuntary Termination at or following a Change in Control, all Service-based Awards of Restricted Stock Awards and Restricted Stock Units, shall be fully earned and vested immediately.
(c) Upon an Involuntary Termination at or following a Change in Control, all Performance Awards shall vest at the greater of the target level of performance or actual annualized performance measured as of the most recent completed fiscal quarter.
(d) Notwithstanding anything in the Plan to the contrary, in the event of a Change in Control in which the Company is not the surviving entity, any Awards granted under the Plan which are outstanding immediately prior to such Change in Control shall become fully vested in the event the successor entity does not assume the Awards granted under the Plan and Performance Awards shall vest at the rate specified in Section 4.1(c) of the Plan.
Section 4.2Definition of Change in Control. For purposes of the Plan, unless otherwise provided in an Award Agreement, a “Change in Control” shall be deemed to have occurred upon the earliest to occur of the following:
(a)A change in ownership occurs on the date that any one person, or more than one person acting as a group (as defined in Treasury regulation section 1.409A-3(i)(5)(v)(B)), acquires ownership of stock of the Bank or Company that, together with stock held by such person or group, constitutes more than 50% of the total fair market value or total voting power of the stock of such corporation.
(b) A change in the effective control of the Bank or Company occurs on the date that either (i) any one person, or more than one person acting as a group (as defined in Treasury regulation section 1.409A-3(i)(5)(v)(B)) acquires (or has acquired during the 12-month period ending on the date of the most recent acquisition by such person or persons) ownership of stock of the Bank or Company possessing 30% or more of the total voting power of the stock of the Bank or Company, or (ii) a majority of the members of the Bank’s or Company’s board of directors is replaced during any 12-month period by directors whose appointment or election is not endorsed by a majority of the members of the Bank’s or Company’s board of directors prior to the date of the appointment or election.
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(c)A change in a substantial portion of the Bank’s or Company’s assets occurs on the date that any one person or more than one person acting as a group (as defined in Treasury regulation section 1.409A-3(i)(5)(vii)(C)) acquires (or has acquired during the 12-month period ending on the date of the most recent acquisition by such person or persons) assets from the Bank or Company that have a total gross fair market value equal to or more than 40% of the total gross fair market value of (i) all of the assets of the Bank or Company, or (ii) the value of the assets being disposed of, either of which is determined without regard to any liabilities associated with such assets. For all purposes hereunder, the definition of Change in Control shall be construed to be consistent with the requirements of Treasury regulation section 1.409A-3(g)(5).
ARTICLE 5—COMMITTEE
Section 5.1Administration. The Plan shall be administered by the members of the Compensation Committee of the Company who are Disinterested Board Members. If the Committee consists of fewer than two Disinterested Board Members, then the Board of Directors shall appoint to the Committee such additional Disinterested Board Members as shall be necessary to provide for a Committee consisting of at least two Disinterested Board Members. Any members of the Committee who do not qualify as Disinterested Board Members shall abstain from participating in any discussion or decision to make or administer Awards that are made to Participants who at the time of consideration for such Award are persons subject to the short-swing profit rules of Section 16 of the Exchange Act. The Board of Directors (or if necessary to maintain compliance with the applicable listing standards, those members of the Board of Directors who are “independent directors” under the corporate governance statutes or rules of any national Exchange on which the Company lists, or has listed or seeks to list its securities, may, in their discretion, take any action and exercise any power, privilege or discretion conferred on the Committee under the Plan with the same force and effect under the Plan as if done or exercised by the Committee.
Section 5.2Powers of Committee. The Committee’s administration of the Plan shall be subject to the following:
(a) The Committee will have the authority and discretion to select from among the Company’s and its Subsidiaries’ Employees and Directors those persons who shall receive Awards, to determine the time or times of receipt, to determine the types of Awards and the number of shares covered by the Awards, to establish the terms, conditions, features, (including automatic exercise in accordance with Section 7.18) performance criteria, restrictions (including without limitation, provisions relating to non-competition, non-solicitation and confidentiality), and other provisions of such Awards, to cancel or suspend Awards (subject to the restrictions imposed by Article 6) and to reduce, eliminate or accelerate any restrictions applicable to an Award at any time after the grant of the Award, or to extend the time period to exercise a Stock Option, provided that such extension is consistent with Code Section 409A. Notwithstanding the foregoing, the Committee will not have the authority or discretion to accelerate the vesting requirements applicable to an Award to avoid the one-year minimum vesting requirement pursuant to Section 2.5 except in the event of a Change in Control as provided under Section 4.1 of the Plan and in the event of termination due to death or Disability.
(b) The Committee will have the authority and discretion to interpret the Plan, to establish, amend and rescind any rules and regulations relating to the Plan, and to make all other determinations that may be necessary or advisable for the administration of the Plan.
(c) The Committee will have the authority to define terms not otherwise defined herein.
(d) In controlling and managing the operation and administration of the Plan, the Committee shall take action in a manner that conforms to the certificate of incorporation and bylaws of the Company and applicable state corporate law.
(e)The Committee will have the authority to: (i) suspend a Participant’s right to exercise a Stock Option during a blackout period (or similar restricted period) (a “Blackout Period”) or to exercise in a particular manner (i.e., such as a “cashless exercise” or “broker-assisted exercise”) to the extent that the Committee deems it necessary or in the best interests of the Company in order to comply with the securities laws and regulations issued by the SEC; and (ii) to extend the period to exercise a Stock Option by a period of time equal to the Blackout Period, provided that the extension does not violate Section 409A of the Code, the Incentive Stock Option requirements or applicable laws and regulations.
Section 5.3Delegation by Committee. Except to the extent prohibited by applicable law, the applicable rules of an Exchange upon which the Company lists its shares or the Plan, or as necessary to comply with the exemptive provisions of Rule 16b-3 promulgated under the Exchange Act, the Committee may allocate all or any portion of its responsibilities and powers to any one
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or more of its members and may delegate all or any part of its responsibilities and powers to any person or persons selected by it, including (a) delegating to a committee of one or more members of the Board of Directors who are not “Disinterested Board Members,” the authority to grant Awards under the Plan to eligible persons who are not then subject to Section 16 of the Exchange Act; or (b) delegating to a committee of one or more members of the Board who would be eligible to serve on the Compensation Committee of the Company pursuant to the listing requirements imposed by any national securities Exchange on which the Company lists, has listed or seeks to list its securities, the authority to grant awards under the Plan. The acts of such delegates shall be treated hereunder as acts of the Committee and such delegates shall report regularly to the Committee regarding the delegated duties and responsibilities and any awards so granted. Any such allocation or delegation may be revoked by the Committee at any time.
Section 5.4Information to be Furnished to Committee. As may be permitted by applicable law, the Company and its Subsidiaries shall furnish the Committee with data and information it determines may be required for it to discharge its duties. The records of the Company and its Subsidiaries as to a Participant’s employment, termination of employment, leave of absence, reemployment and compensation shall be conclusive on all persons unless determined by the Committee to be manifestly incorrect. Subject to applicable law, Participants and other persons entitled to benefits under the Plan must furnish the Committee any evidence, data or information as the Committee considers desirable to carry out the terms of the Plan.
Section 5.5Committee Action. The Committee shall hold meetings, and may make administrative rules and regulations, as it may deem proper. A majority of the members of the Committee shall constitute a quorum, and the action of a majority of the members of the Committee present at a meeting at which a quorum is present, as well as actions taken pursuant to the unanimous written consent of all of the members of the Committee without holding a meeting, shall be deemed to be actions of the Committee. Subject to Section 5.1, all actions of the Committee, including interpretations of provisions of the Plan, shall be final and conclusive and shall be binding upon the Company, Participants and all other interested parties. Any person dealing with the Committee shall be fully protected in relying upon any written notice, instruction, direction or other communication signed by a member of the Committee or by a representative of the Committee authorized to sign the same in its behalf.
ARTICLE 6—AMENDMENT AND TERMINATION
Section 6.1General. The Board of Directors may, as permitted by law, at any time, amend or terminate the Plan, and the Board of Directors or the Committee may, at any time, amend any Award Agreement, provided that no amendment or termination (except as provided in Section 2.6, Section 3.4 and Section 6.2) may cause the Award to violate Code Section 409A, may cause the repricing of a Stock Option, or, in the absence of written consent to the change by the affected Participant (or, if the Participant is not then living, the affected beneficiary), adversely impair the rights of any Participant or beneficiary under any Award granted under the Plan before the date the amendment is adopted by the Board of Directors or made bypursuant to this section in good faith and on the Committee; provided, however, that, no amendment may (a) materially increasebasis of such information and assistance as was then reasonably available for such purpose shall be conclusive and binding upon the benefits accruing to Participants underCorporation and its stockholders.
6. In the Plan; (b) materially increase the aggregate number of securities that may be issued under the Plan, other than pursuant to Section 3.4, or (c) materially modify the requirements for participation in the Plan, unless the amendment under (a), (b) or (c) above is approved by the Company’s stockholders. Section 6.2Amendment to Conform to Law and Accounting Changes. Notwithstandingevent any provision (or portion thereof) of this section shall be found to be invalid, prohibited or unenforceable for any reason, the remaining provisions (or portions thereof) of this section shall remain in full force and effect, and shall be construed as if such invalid, prohibited or unenforceable provision had been stricken herefrom or otherwise rendered inapplicable, it being the intent of this Plan or any Award AgreementCorporation and its stockholders that such remaining provision (or portion thereof) of this section remain, to the contrary, the Committee may amend the Plan or any Award Agreement,fullest extent permitted by law, applicable and enforceable as to take effect retroactively or otherwise, as deemed necessary or advisable for the purposeall stockholders, including stockholders owning an amount of (i) conforming the Plan or the Award Agreement to any present or future law relating to plans of this or similar nature (including, but not limited to, Code Section 409A), or (ii) avoiding an accounting treatment resulting from an accounting pronouncement or interpretation thereof issued by the SEC or Financial Accounting Standards Board subsequent to the adoptionstock in excess of the Plan or the making of the Award affected thereby, which in the sole discretion of the Committee, may materially and adversely affect the financial condition or results of operations of the Company. By accepting an Award under this Plan, each Participant agrees and consents toLimit, notwithstanding any amendment made pursuant to this Section 6.2 to any Award granted under the Plan without further consideration or action.such finding.
ARTICLE 7—GENERAL TERMS
Section 7.1No Implied Rights.
(a)No Rights to Specific Assets. Neither a Participant nor any other person shall by reason of participation in the Plan acquire any right in or title to any assets, funds or property of the Company or any Subsidiary whatsoever, including any specific
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funds, assets, or other property which the Company or any Subsidiary, in its sole discretion, may set aside in anticipation of a liability under the Plan. A Participant shall have only a contractual right, evidenced by an Award Agreement, to the shares of Stock or amounts, if any, payable or distributable under the Plan, unsecured by any assets of the Company or any Subsidiary, and nothing contained in the Plan shall constitute a guarantee that the assets of the Company or any Subsidiary shall be sufficient to pay any benefits to any person.
(b)No Contractual Right to Employment or Future Awards. The Plan does not constitute a contract of employment, and selection as a Participant will not give any participating Employee the right to be retained in the employ of the Company or any Subsidiary or any right or claim to any benefit under the Plan, unless the right or claim has specifically accrued under the terms of the Plan. No individual shall have the right to be selected to receive an Award under the Plan, or, having been so selected, to receive a future Award under the Plan.
(c)No Rights as a Stockholder.D. Except as otherwise provided by law or expressly provided in this section, the presence, in person or by proxy, of the holders of record of shares of capital stock of the Corporation entitling the holders thereof to cast a majority of the votes (after giving effect, if required, to the provisions of this section) entitled to be cast by the holders of shares of capital stock of the Corporation entitled to vote shall constitute a quorum at all meetings of the stockholders, and every reference in this Certificate of Incorporation to a proportion of capital stock (or the holders thereof) for purposes of determining any quorum requirement or any requirement for stockholder consent or approval shall be deemed to refer to such proportion of the votes (or the holders thereof) then entitled to be cast in respect of such capital stock, after giving effect to the provisions of this section.
E. Subject to the provisions of law and the rights of the holders of the Preferred Stock and any other class or series of stock having a preference as to dividends over the Common Stock then outstanding, dividends may be paid on the Common Stock at such times and in such amounts as the Board of Directors may determine. Upon the dissolution, liquidation or winding up of the Corporation, the holders of the Common Stock shall be entitled to receive all the remaining assets of the Corporation available for distribution to its stockholders ratably in proportion to the number of shares held by them, respectively, after: (i) payment or provision for payment of the Corporation’s debts and liabilities; (ii) distributions or provision for distributions in settlement of the Liquidation Account established by the Corporation, as described in F below; and (iii) distributions or provisions for distributions to holders of any class or series of stock having a preference over the Common Stock in the liquidation, dissolution or winding up of the Corporation. F. The Corporation shall establish and maintain a liquidation account (the “Liquidation Account”) for the benefit of certain Eligible Account Holders and Supplemental Eligible Account Holders as defined in the Plan or in an Award Agreement, no Award shall confer upon the holder thereof any rights as a stockholder of the Company before the date on which the individual fulfills all conditions for receiptConversion of such rights. Section 7.2Transferability. Except as otherwise so provided by the Committee, Stock Options under the Plan are not transferable except: (i) as designated by the Participant by will or by the laws of descent and distribution; (ii) to a trust established by the Participant, if under Code Section 671 and applicable state law, the Participant is considered the sole beneficial owner of the Stock Option while held in trust, or (iii) between spouses incident to a divorce or pursuant to a domestic relations order, provided, however, in the case of a transfer within the meaning of this Section 7.2(iii), the Stock Option shall not qualify as an ISO as of the day of the transfer. The Committee shall have the discretion to permit the transfer of vested Stock Options (other than ISOs) under the Plan; provided, however, that such transfers shallBlue Foundry, MHC (as may be limited to Immediate Family Members of Participants, trusts and partnerships established for the primary benefit of Immediate Family Members or to charitable organizations, and; provided, further, that the transfers are not made for consideration to the Participant.
Awards of Restricted Stock shall not be transferable, except in the event of death, before the time that the Awards vest in the Participant. A Restricted Stock Unit Award is not transferable, except in the event of death, before the time that the Restricted Stock Unit Award vests in the Participant and property in which the Restricted Stock Unit is denominated is distributed to the Participant or the Participant’s beneficiary.
A Beneficiary, transferee, or other person claiming any rights under the Plan from or through any Participant shall be subject to all terms and conditions of the Plan and any Award Agreement applicable to the Participant, except as otherwise determined by the Committee, and to any additional terms and conditions deemed necessary or appropriate by the Committee.
Section 7.3Designation of Beneficiaries. A Participant may file with the Company a written designation of a beneficiary or beneficiaries under this Plan and mayamended from time to time, revoke or amend any the designation. Any designation“Plan of beneficiary under this Plan shall be controlling over any other disposition, testamentary or otherwise (unless such disposition is pursuant to a domestic relations order); provided, however, that if the Committee is in doubt as to the entitlement of any the beneficiary to any Award, the Committee may determine to recognize only the legal representative of the Participant in which case the Company, the Committee and the members thereof shall not be under any further liability to anyone.
Section 7.4Non-ExclusivityConversion”). Neither the adoption of this Plan by the Board of Directors nor the submission of the Plan to the stockholders of the Company for approval (and any subsequent approval by the stockholders of the Company) shall be construed as creating any limitations on the power of the Board of Directors or the Committee to adopt other incentive arrangements as may be deemed desirable, including, without limitation, the granting of Restricted Stock Awards, Restricted Stock Units and/or Stock Options otherwise than under the Plan, and such arrangements may be either generally applicable or applicable only in specific cases.
Section 7.5Award Agreement. Each Award granted under the Plan shall be evidenced by an Award Agreement. A copy of the Award Agreement, in any medium chosen by the Committee, shall be provided (or made available electronically) to the Participant, and the Committee may, but need not require, that the Participant sign a copy of the Award Agreement. In the absence of a specific provision in the Award Agreement, the terms of the Plan shall control. In the event of a conflict betweencomplete liquidation involving (i) the termsCorporation or (ii) Blue Foundry Bank, a New Jersey chartered savings bank that will be a wholly-owned subsidiary of an Award Agreementthe Corporation, the Corporation must comply with the regulations of the Board of Governors of the Federal Reserve System and the Plan, the termsprovisions of the Plan will control.
Section 7.6Form and Time of Elections; Notification Under Code Section 83(b). Unless otherwise specified herein, each election required or permitted to be made by any Participant or other person entitled to benefits under the Plan, and any permitted
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modification, or revocation thereof, shall be filed with the Company at such times, in such form, and subject to such restrictions and limitations, not inconsistent with the terms of the Plan, as the Committee shall require. Notwithstanding anything herein to the contrary, the Committee may, on the date of grant or at a later date, as applicable, prohibit an individual from making an election under Code Section 83(b). If the Committee has not prohibited an individual from making this election, an individual who makes this election shall notify the Committee of the election within ten (10) days of filing notice of the election with the Internal Revenue Service or as otherwise required by the Committee. This requirement is in addition to any filing and notification required under the regulations issued under the authority of Code Section 83(b).
Section 7.7Evidence. Evidence required of anyone under the Plan may be by certificate, affidavit, document or other written information upon which the person is acting considers pertinent and reliable, and signed, made or presented by the proper party or parties.
Section 7.8 Tax Withholding.
(a)Payment by Participant. Each Participant shall, no later than the date as of which the value of an Award or of any Stock or other amounts received thereunder first becomes includable in the gross income of the Participant for Federal income tax purposes, pay to the Company, or make arrangements satisfactory to the Committee regarding payment of, any Federal, state, or local taxes of any kind required by law to be withheld by the CompanyConversion with respect to the amount and priorities of each Eligible Account Holder’s and Supplemental Eligible Account Holder’s interests in the Liquidation Account. The interest of an Eligible Account Holder or Supplemental Eligible Account Holder in the Liquidation Account does not entitle such income.account holders to voting rights.
FIFTH: The Companyfollowing provisions are inserted for the management of the business and the conduct of the affairs of the Corporation, and for further definition, limitation and regulation of the powers of the Corporation and of its SubsidiariesDirectors and stockholders: A. The business and affairs of the Corporation shall be managed by or under the direction of the Board of Directors. In addition to the extent permittedpowers and authority expressly conferred upon them by law, havestatute or by this Certificate of Incorporation or the rightBylaws of the Corporation, the Directors are hereby empowered to deduct any taxes from any paymentexercise all such powers and do all such acts and things as may be exercised or done by the Corporation. B. The Directors of the Corporation need not be elected by written ballot unless the Bylaws so provide. Stockholders may not cumulate their votes for election of directors. C. Subject to the rights of any kind otherwise due to the Participant. The Company’s obligation to deliver evidenceclass or series of book entry (or stock certificates) to any Participant is subject to and conditioned on tax withholding obligations being satisfied by the Participant. (b)Payment in Stock. The Committee may require or permit the Company’s tax withholding obligation to be satisfied, in whole or in part, by the Company withholding from shares ofPreferred Stock to be issued pursuant to any Award a number of shares with an aggregate Fair Market Value (as of the date the withholding is effected) that would satisfy the withholding amount due; provided, however, that the amount withheld does not exceed the maximum statutory tax rate or such lesser amount as is necessary to avoid liability accounting treatment. For purposes of share withholding, the Fair Market Value of withheld shares shall be determined in the same manner as the value of Stock includible in income of the Participants.
Section 7.9Action by Company or Subsidiary. AnyCorporation, any action required or permitted to be taken by the Companystockholders of the Corporation must be effected at a duly called annual or special meeting of stockholders of the Corporation and may be effected by the unanimous consent in writing by such stockholders.
D. Special meetings of stockholders of the Corporation may be called only by the Board of Directors pursuant to a resolution adopted by a majority of the total number of authorized directorships (whether or not there exist any Subsidiaryvacancies in previously authorized directorships at the time any such resolution is presented to the Board for adoption) (the “Whole Board”). SIXTH: A. The number of Directors shall be fixed from time to time exclusively by the Board of Directors pursuant to a resolution adopted by a majority of the Whole Board. At the annual meeting of stockholders that is held in calendar 2024, the successors of the directors whose terms expire at that meeting shall be elected for a term expiring at the annual meeting of stockholders that is to be held in calendar year 2027 and until such directors’ successors shall have been elected and qualified. At the annual meeting of stockholders that is held in calendar 2025, the successors of the directors whose terms expire at that meeting shall be elected for a term expiring at the annual meeting of stockholders that is to be held in calendar year 2027 and until such directors’ successors shall have been elected and qualified. At the annual meeting of stockholders that is held in calendar 2026, the successors of the directors whose terms expire at that meeting shall be elected for a term expiring at the annual meeting of stockholders that is held in calendar year 2027 and until such directors’ successors shall have been elected and qualified. At each annual meeting of stockholders thereafter, all directors shall be elected for terms expiring at the next annual meeting of stockholders and until such directors’ successors shall have been elected and qualified. Directors shall be elected by a plurality of the shares present in person or unanimous written consent of its boardrepresented by proxy and entitled to vote in the elections of directors (unless otherwise required by law, regulation, the bylaws or by actionthe listing standards of one or more members of the board of directors (including a committee of the board or directors) who are duly authorized to act for the board or directors, or (except to the extent prohibited by applicable law or applicable rules of the Exchangeany stock exchange on which the Company lists its securities)Common Stock is then traded). B. Subject to the rights of the holders of any series of Preferred Stock then outstanding, newly created directorships resulting from any increase in the authorized number of Directors or any vacancies in the Board of Directors resulting from death, resignation, retirement, disqualification, removal from office or other cause may be filled only by a duly authorized officermajority vote of the Company or Subsidiary. Section 7.10Successors. All obligationsDirectors then in office, though less than a quorum, and Directors so chosen shall hold office for a term expiring at the annual meeting of stockholders at which the term of office of the Company under this Planclass to which they have been chosen expires. No decrease in the number of Directors constituting the Board of Directors shall shorten the term of any incumbent Director.
C. Advance notice of stockholder nominations for the election of Directors and of business to be brought by stockholders before any meeting of the stockholders of the Corporation shall be binding upon and inuregiven in the manner provided in the Bylaws of the Corporation. D. Subject to the benefitrights of the holders of any successorseries of Preferred Stock then outstanding, any Director, or the entire Board of Directors, may be removed from office at any time, but only for cause and only by the affirmative vote of the holders of at least 80% of the voting power of all of the then-outstanding shares of capital stock of the Corporation entitled to vote generally in the election of Directors (after giving effect to the Company, whetherprovisions of Article FOURTH of this Certificate of Incorporation (“Article FOURTH”)), voting together as a single class. SEVENTH: The Board of Directors is expressly empowered to adopt, amend or repeal the existenceBylaws of such successor is the resultCorporation. Any adoption, amendment or repeal of the Bylaws of the Corporation by the Board of Directors shall require the approval of a directmajority of the Whole Board. The stockholders shall also have power to adopt, amend or indirectrepeal the Bylaws of the Corporation in the manner prescribed by the laws of the State of Delaware by a majority vote of the voting power of all of the then-outstanding shares of capital stock of the Corporation entitled to vote generally in the election of Directors (after giving effect to the provisions of Article FOURTH). EIGHTH: The Board of Directors of the Corporation, when evaluating any offer of another Person (as defined in Article FOURTH hereof) to (A) make a tender or exchange offer for any equity security of the Corporation, (B) merge or consolidate the Corporation with another corporation or entity or (C) purchase merger, consolidation or otherwise ofacquire all or substantially all of the business, stock, and/orproperties and assets of the Company. Section 7.11Indemnification. ToCorporation, may, in connection with the fullest extent permitted by lawexercise of its judgment in determining what is in the best interest of the Corporation and its stockholders, give due consideration to all relevant factors, including, without limitation, the social and economic effect of acceptance of such offer on: the Corporation’s present and future customers and employees and those of its subsidiaries; the communities in which the Corporation and its Subsidiaries operate or are located; the ability of the Corporation to fulfill its corporate objectives as a bank holding company; and the Company’s governing documents, eachability of its subsidiary bank to fulfill the objectives under applicable statutes and regulations.
NINTH: A. Each person who was or is made a party or is threatened to be made a party to or is otherwise involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (hereinafter a “proceeding”), by reason of the fact that he or she is or shall have beenwas a memberDirector or an Officer of the Committee,Corporation or is or was serving at the request of the Corporation as a Director, Officer, employee or agent of another corporation or of a partnership, joint venture, trust or other enterprise, including service with respect to an employee benefit plan (hereinafter an “indemnitee”), whether the Boardbasis of Directors,such proceeding is alleged action in an official capacity as a Director, Officer, employee or an officeragent or Employee of the Companyin any other capacity while serving as a Director, Officer, employee or a Subsidiary to whom authority was delegated in accordance with Section 5.3,agent, shall be indemnified and held harmless by the Company (i)Corporation to the fullest extent authorized by the Delaware General Corporation Law, as the same exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the Corporation to provide broader indemnification rights than such law permitted the Corporation to provide prior to such amendment), against all expense, liability and from any loss (including attorneys’ fees, judgments, fines, ERISA excise taxes or penalties and amounts paid in settlement), cost, liability or expense (including reasonable attorneys’ fees) that may be imposed upon or reasonably incurred or suffered by him or hersuch indemnitee in connection therewith; provided, however, that, except as provided in Section C hereof with respect to proceedings to enforce rights to indemnification, the Corporation shall indemnify any such indemnitee in connection with or resulting from any claim, action, suit, ora proceeding to which he or she may be a party or in which he or she may be involved(or part thereof) initiated by reasonsuch indemnitee only if such proceeding (or part thereof) was authorized by the Board of any action taken or failure to act underDirectors of the Plan; and (ii) against and from any and all amounts paid by him or her in settlement thereof, with the Company’s approval, or paid by him or her in satisfaction of any judgment in any such action, suit, or proceeding against him or her, provided he or she shall give the Company an opportunity, at its own expense, to handle and defend the same before he or she undertakes to handle and defend it on his or her own behalf, unless such loss, cost, liability, or expense is a result of his or her own willful misconduct or except as expressly provided by statute or regulation.Corporation. B. The foregoing right of indemnification shall not be exclusive of any other rights of indemnification to which such persons may be entitled under the Company’s charter or bylaws, as a matter of law, or otherwise, or any power that the Company may have to indemnify them or hold them harmless. The foregoing right to indemnification conferred in Section A of this Article NINTH shall include the right to be paid by the CompanyCorporation the expenses incurred in defending any such proceeding in advance of its final disposition (hereinafter an “advancement of expenses”); provided, however, that, if required by applicable law,the Delaware General Corporation Law requires an advancement of expenses incurred by an indemnitee in his or her capacity as a Director of Officer (and not in any other capacity in which service was or is rendered by such indemnitee, including, without limitation, service to an employee benefit plan), indemnification shall be made only upon delivery to the CompanyCorporation of an undertaking (hereinafter an “undertaking”), by or on behalf of such personsindemnitee, to repay all amounts so advanced if it shall ultimately be determined by final judicial decision from which there is no further right to appeal (hereinafter a “final adjudication”) that such personindemnitee is not entitled to be indemnified for such expenses.expenses under this Section or otherwise. The rights to indemnification and to the advancement of expenses conferred in Sections A and B of this Article NINTH shall be contract rights and such rights shall continue as to an indemnitee who has ceased to be a Director, Officer, employee or agent and shall inure to the benefit of the indemnitee’s heirs, executors and administrators. C. If a claim under Section A or B of this Article NINTH is not paid in full by the Corporation within sixty days after a written claim has been received by the Corporation, except in the case of a claim for an advancement of expenses, in which case the applicable period shall be twenty days, the indemnitee may at any time thereafter bring suit against the Corporation to recover the unpaid amount of the claim. If successful in whole or in part in any such suit, or in a suit brought by the Corporation to recover an advancement of expenses pursuant to the terms of an undertaking, the indemnitee also shall be entitled to be paid the expense of prosecuting or defending such suit. In (i) any suit brought by the indemnitee to enforce a right to indemnification hereunder (but not in a suit brought by the indemnitee to enforce a right to an advancement of expenses) it shall be a defense that, and (ii) in any suit by the Corporation to recover an advancement of expenses pursuant to the terms of an undertaking the Corporation shall be entitled to recover such expenses upon a final adjudication that, the indemnitee has not met any applicable standard for indemnification set forth in the Delaware General Corporation Law. Neither the failure of the Corporation (including its Board of Directors, independent legal counsel, or its stockholders) to have made a determination prior to the commencement of such suit that indemnification of the indemnitee is proper in the circumstances because the indemnitee has met the applicable standard of conduct set forth in the Delaware General Corporation Law, nor an actual determination by the Corporation (including its Board of Directors, independent legal counsel, or its stockholders) that the indemnitee has not met such applicable standard of conduct, shall create a presumption that the indemnitee has not met the applicable standard of conduct or, in the case of such a suit brought by the indemnitee, be a defense to such suit. In any suit brought by the indemnitee to enforce a right to indemnification or to an advancement of expenses hereunder, or by the Corporation to recover an advancement of expenses pursuant to the terms of an undertaking, the burden of proving that the indemnitee is not entitled to be indemnified, or to such advancement of expenses, under this Article NINTH or otherwise shall be on the Corporation. D. The rights to indemnification and to the advancement of expenses conferred in this Article NINTH shall not be exclusive of any other right which any person may have or hereafter acquire under any statute, the Corporation’s Certificate of Incorporation, Bylaws, agreement, vote of stockholders or disinterested Directors, or otherwise. E. The Corporation may maintain insurance, at its expense, to protect itself and any Director, Officer, employee or agent of the Corporation or another corporation, partnership, joint venture, trust or other enterprise against any expense, liability or loss, whether or not the Corporation would have the power to indemnify such person against such expense, liability or loss under the Delaware General Corporation Law. F. The Corporation may, to the extent authorized from time to time by the Board of Directors, grant rights to indemnification and to the advancement of expenses to any employee or agent of the Corporation to the fullest extent of the provisions of this Article NINTH with respect to the indemnification and advancement of expenses of Directors and Officers of the Corporation. TENTH: A Director of this Corporation shall not be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a Director, except for liability (i) for any breach of the Director’s duty of loyalty to the Corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under Section 174 of the Delaware General Corporation Law, or (iv) for any transaction from which the Director derived an improper personal benefit. If the Delaware General Corporation Law is amended to authorize corporate action further eliminating or limiting the personal liability of Directors, then the liability of a Director of the Corporation shall be eliminated or limited to the fullest extent permitted by the Delaware General Corporation Law, as so amended. Any repeal or modification of the foregoing paragraph by the stockholders of the Corporation shall not adversely affect any right or protection of a Director of the Corporation existing at the time of such repeal or modification. ELEVENTH: A. Unless the Corporation consents in writing to the selection of an alternative forum, the sole and exclusive forum for (i) any derivative action or proceeding brought on behalf of the Corporation, (ii) any action asserting a claim of breach of a fiduciary duty owed by any director, officer or other employee of the Corporation to the Corporation or the Corporation’s stockholders, (iii) any action asserting a claim arising pursuant to any provision of the Delaware General Corporation Law, or (iv) any action asserting a claim governed by the internal affairs doctrine, shall be a state or federal court located within the state of Delaware, in all cases subject to the court’s having personal jurisdiction over the indispensable parties named as defendants. Any person or entity purchasing or otherwise acquiring any interest in shares of capital stock of the Corporation shall be deemed to have notice of and consented to the provisions of this Article ELEVENTH. B. Unless the Corporation consents in writing to the selection of an alternative forum, the federal district courts of the United States of America shall be the exclusive forum for the resolution of any complaint asserting a cause of action arising under the Securities Act of 1933. Any person or entity purchasing or otherwise acquiring any interest in shares of capital stock of the Corporation shall be deemed to have notice of and consented to the provisions of this Article ELEVENTH. TWELFTH: The Corporation reserves the right to amend or repeal any provision contained in this Certificate of Incorporation in the manner prescribed by the laws of the State of Delaware and all rights conferred upon stockholders are granted subject to this reservation. THIRTEENTH: The name and mailing address of the sole incorporator is as follows: | | | Name | | Mailing Address | | | John J. Gorman | | 5335 Wisconsin Avenue, N.W. | | | Suite 780 | | | Washington, D.C. 20015 |
I, THE UNDERSIGNED, being the incorporator, for the purpose of forming a corporation under the laws of the State of Delaware, do make, file and record this Certificate of Incorporation, do certify that the facts herein stated are true, and accordingly, have hereto set my hand this 23rd day of March, 2023. | /s/ John J. Gorman | | John J. Gorman | | Incorporator |
Appendix C ADDITIONAL INFORMATION REGARDING PARTICIPANTS IN THE SOLICITATION Under applicable SEC rules and regulations, members of the Board, the Board’s nominees and certain officers and other employees of the Company are “participants” with respect to the proxy solicitation in connection with the annual meeting. The following sets forth certain information about such persons (the “Participants”). Directors and Director Nominees The names and present principal occupation of our directors and director nominees, each a Participant, are set forth below. The business address for our current directors and director nominees is c/o Blue Foundry Bancorp, 19 Park Avenue, Rutherford, New Jersey 07070. | | | | Name | | Present Principal Occupation | | J. Christopher Ely | | President of One Madison Management Corp. | | | | Robert T. Goldstein | | Director of Business Development at Astorino Financial Group, Inc. | | | | Kenneth Grimbilas | | Chief Executive Officer of Tornqvist, Inc. | | | | Elizabeth Varki Jobes, Esq. | | Senior Vice President and Global Chief Compliance Officer of Amryt Pharmaceuticals | | | | Patrick H. Kinzler | | Managing Principal at HLW International LLP | | | | Mirella Lang | | Managing Director of AQR’s Business Development team | | | | Margaret Letsche | | Retired Executive Director of 55 Kip Center | | | | James D. Nesci | | President and Chief Executive Officer of Blue Foundry Bancorp and Blue Foundry Bank | | | | Jonathan M. Shaw | | Owner of Salon Development Corp |
Officers and Employees Executive officers and employees of the Company who are Participants, except for Mr. Nesci, are listed below. The business address for each is c/o Blue Foundry Bancorp, 19 Park Avenue, Rutherford, New Jersey 07070. Their present principal occupations are stated below, other than Mr. Nesci’s, which is stated above. | | | | Name | | Present Principal Occupation | | Kelly Pecoraro | | Executive Vice President and Chief Financial Officer | | | | Jason Goldberg | | Executive Vice President and Chief Lending Officer | | | | Elizabeth Miller | | Executive Vice President and Chief Retail Officer | | | | Elyse D. Beidner | | Executive Vice President and Chief Legal Officer | | | | Alex Malkiman | | Executive Vice President and Chief Technology Officer | | | | Thomas Packwood | | Senior Vice President and Chief Audit Executive | | | | Acela Roselle | | Executive Vice President and Human Resources Director | | | | Robert Rowe | | Executive Vice President and Chief Risk Officer |
Information Regarding Ownership of the Company’s Securities by Participants The number of the Company’s securities beneficially owned by the Participants as of March 21, 2023 is set forth in the section entitled “Principal Shareholders and Stock Ownership of Management” in this Proxy Statement. | | | | | | | | | | Blue Foundry Bancorp | 2023 2022 Proxy Statement | | A-11
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Section 7.12No Fractional Shares. Unless otherwise permitted by the Committee, no fractional shares of Stock shall be issued or delivered pursuant to the Plan or any Award Agreement. The Committee shall determine whether cash or other property shall be issued or paid in lieu of fractional shares or whether the fractional shares or any rights thereto shall be forfeited or otherwise eliminated by rounding down.
Section 7.13Governing Law. The Plan, all awards granted hereunder, and all actions taken in connection herewith shall be governed by and construed in accordance with the laws of the State of Delaware, without reference to principles of conflict of laws, except as superseded by applicable federal law. The federal and state courts located in the State of Delaware shall have exclusive jurisdiction over any claim, action, complaint or lawsuit brought under the terms of the Plan. By accepting any Award, each Participant, and any other person claiming any rights under the Plan, agrees to submit himself or herself, and any legal action brought with respect to the Plan, to the sole jurisdiction of such courts for the adjudication and resolution of any such disputes.
Section 7.14Benefits Under Other Plans. Except as otherwise provided by the Committee or as set forth in a Qualified Retirement Plan, non-qualified plan or other benefit plan, Awards to a Participant (including the grant and the receipt of benefits) under the Plan shall be disregarded for purposes of determining the Participant’s benefits under, or contributions to, any Qualified Retirement Plan, non-qualified plan and any other benefit plans maintained by the Participant’s employer. The term “Qualified Retirement Plan” means any plan of the Company or a Subsidiary that is intended to be qualified under Code Section 401(a).
Section 7.15Validity. If any provision of this Plan is determined to be illegal or invalid for any reason, said illegality or invalidity shall not affect the remaining parts hereof, but this Plan shall be construed and enforced as if such illegal or invalid provision had never been included in the Plan.
Section 7.16Notice. Unless otherwise provided in an Award Agreement, all written notices and all other written communications to the Company provided for in the Plan or an Award Agreement shall be delivered personally or sent by registered or certified mail, return receipt requested, postage prepaid (provided that international mail shall be sent via overnight or two-day delivery), or sent by facsimile, email or prepaid overnight courier to the Company at its principal executive office. Notices, demands, claims and other communications shall be deemed given: (i) in the case of delivery by overnight service with guaranteed next day delivery, the next day or the day designated for delivery; (ii) in the case of certified or registered U.S. mail, five (5) days after deposit in the U.S. mail; or (iii) in the case of facsimile or email, the date upon which the transmitting party received confirmation of receipt; provided, however, that in no event shall any such communications be deemed to be given later than the date they are actually received, provided they are actually received.
If a communication is not received, it shall only be deemed received upon the showing of an original of the applicable receipt, registration or confirmation from the applicable delivery service. Communications that are to be delivered by the U.S. mail or by overnight service to the Company shall be directed to the attention of the Company’s Chief Operating Officer and to the Corporate Secretary, unless otherwise provided in the Participant’s Award Agreement.
Section 7.17Forfeiture Events. The Committee may specify in an Award Agreement that the Participant’s rights, payments, and benefits with respect to an Award shall be subject to reduction, cancellation, forfeiture or recoupment upon the occurrence of certain specified events, in addition to any otherwise applicable vesting or performance conditions of an Award. These events include, but are not limited to, termination of employment for Cause, termination of the Participant’s provision of Services to the Company or any Subsidiary, violation of material Company or Subsidiary policies, breach of noncompetition, confidentiality, or other restrictive covenants that may apply to the Participant, or other conduct of the Participant that is detrimental to the business or reputation of the Company or any Subsidiary.
Section 7.18Automatic Exercise. In the sole discretion of the Committee exercised in accordance with Section 5.2(a), any Stock Options that are exercisable but unexercised as of the day immediately before the expiration date of the Stock Option may be automatically exercised in accordance with procedures established for this purpose by the Committee, but only if the Exercise Price is less than the Fair Market Value of a share of Stock on such date and the automatic exercise will result in the issuance of at least one (1) whole share of Stock to the Participant after payment of the Exercise Price and any applicable minimum tax withholding requirements. Payment of the exercise price and any applicable tax withholding requirements shall be made by a net settlement of the Stock Option whereby the number of shares of Stock to be issued upon exercise are reduced by a number of shares having a Fair Market Value on the date of exercise equal to the Exercise Price and any applicable minimum tax withholding.
Section 7.19Regulatory Requirements. The grant and settlement of Awards under this Plan shall be conditioned upon and subject to compliance with Section 18(k) of the Federal Deposit Insurance Act, 12 U.S.C. 1828(k), and the rules and regulations promulgated thereunder.
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Section 7.20.Awards Subject to Company Clawback Policies and Restrictions.
(a)Clawback Policies. Awards granted hereunder are subject to any clawback policy that may be adopted by the Company from time to time, whether pursuant to the provisions of Section 954 of the Dodd-Frank Act, implementing regulations thereunder, or otherwise. If the Company is required to prepare an accounting restatement due to the material noncompliance of the Company, as a result of misconduct, with any financial reporting requirement under the federal securities laws, and the automatic forfeiture provisions under Section 304 of the Sarbanes-Oxley Act of 2002 apply as a result, any Participant who was an executive officer of the Company at the time of grant or at the time of restatement shall be subject to “clawback” as if such person was subject to Section 304 of the Sarbanes-Oxley Act of 2002.
(b)Trading Policy Restrictions. Option exercises and other Awards under the Plan shall be subject to the Company’s insider trading policies and procedures, as in effect from time to time.
(c)Hedging/Pledging Policy Restrictions. Awards under the Plan shall be subject to the Company’s policies relating to hedging and pledging as such may be in effect from time to time.
ARTICLE 8—DEFINED TERMS; CONSTRUCTION
Section 8.1 In addition to the other definitions contained herein, unless otherwise specifically provided in an Award Agreement, the following definitions shall apply:
“10% Stockholder” means an individual who, at the time of grant, owns stock possessing more than ten percent (10%) of the total combined voting power of all classes of stock of the Company.
Award” means any Stock Option, Restricted Stock Award, Restricted Stock Unit or Performance Award or any other right or interest relating to Stock or cash, granted to a Participant under the Plan.
“Award Agreement” means the document (in whatever medium prescribed by the Committee and whether or not a signature is required or provided by a Participant) that evidences the terms and conditions of an Award. A copy of the Award Agreement will be provided (or made available electronically) to each Participant.
“Board of Directors” means the Board of Directors of the Company.
“Cause.” If the Participant is subject to a written employment agreement (or other similar written agreement) with the Company or a Subsidiary that provides a definition of termination for “cause,” then, for purposes of this Plan, the term “Cause” shall have the meaning set forth in such agreement. In the absence of such a definition, “Cause” means termination because of (i) Participant’s conviction (including conviction on a nolo contendere plea) of a felony or of any lesser criminal offense involving moral turpitude, fraud or dishonesty; (ii) the willful commission by Participant of a criminal or other act that, in the reasonable judgment of the Board will likely cause substantial economic damage to the Company or the Bank or substantial injury to the business reputation of the Company or Bank; (iii) the commission by Participant of an act of fraud in the performance of his duties on behalf of the Company or Bank; (iv) Participant’s material violation of the Bank’s Code of Ethics; (v) the continuing willful failure of Participant to perform his employment duties to the Company or Bank after thirty (30) days’ written notice thereof (specifying the particulars thereof in reasonable detail) and a reasonable opportunity to be heard and cure such failure are given to Participant by the Board; (vi) willful failure to cooperate with a bona fide internal investigation or an investigation by regulatory or law enforcement authorities, after being instructed by the Company or a Subsidiary to cooperate, or the deliberate destruction of or deliberate failure to preserve documents or other materials that the Participant should reasonably know to be relevant to such investigation, after being instructed by the Company or a Subsidiary to preserve such documents, or the willful inducement of others to fail to cooperate or to fail to produce documents or other materials; or (vii) an order of a federal or state regulatory agency or a court of competent jurisdiction requiring the termination of Participant’s employment by the Company or the Bank.
“Change in Control” has the meaning ascribed to it in Section 4.2.
“Code” means the Internal Revenue Code of 1986, as amended, and any rules, regulations and guidance promulgated thereunder, as modified from time to time.
“Director” means a member of the Board of Directors or of a board of directors of a Subsidiary.
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“Disability.” If the Participant is subject to a written employment agreement (or other similar written agreement) with the Company or a Subsidiary that provides a definition of “Disability” or “Disabled,” then, for purposes of this Plan, the terms “Disability” or “Disabled” shall have meaning set forth in such agreement. In the absence of such a definition, “Disability” shall be defined in accordance with the Bank’s long-term disability plan. To the extent that an Award hereunder is subject to Code Section 409A, “Disability” or “Disabled” shall mean that a Participant: (i) is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than twelve (12) months; or (ii) is, by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than twelve (12) months, receiving income replacement benefits for a period of not less than three (3) months under an accident and health plan covering Employees. Except to the extent prohibited under Code Section 409A, if applicable, the Committee shall have discretion to determine if a Disability has been incurred.
“Disinterested Board Member” means a member of the Board of Directors who: (a) is not a current Employee of the Company or a Subsidiary, (b) does not receive remuneration from the Company or a Subsidiary, either directly or indirectly, for services rendered as a consultant or in any capacity other than as a Director, except in an amount for which disclosure would not be required pursuant to Item 404 of SEC Regulation S-K in accordance with the proxy solicitation rules of the SEC, as amended or any successor provision thereto, and (c) does not possess an interest in any other transaction, and is not engaged in a business relationship, for which disclosure would be required pursuant to Item 404(a) of SEC Regulation S-K under the proxy solicitation rules of the SEC, as amended or any successor provision thereto. The term Disinterested Board Member shall be interpreted in such manner as shall be necessary to conform to the requirements of a “Non-Employee Directors” under Rule 16b-3 promulgated under the Exchange Act and the corporate governance standards imposed on compensation committees under the listing requirements imposed by any national securities exchange on which the Company lists or seeks to list its securities.
“Dividend Equivalent Rights” means the right, associated with a Restricted Stock Unit, to receive a payment, in cash or Stock, as applicable, equal to the amount of dividends paid on a share of Stock, as specified in the Award Agreement.
“Employee” means any person employed by the Company or a Subsidiary, including Directors who are employed by the Company or a Subsidiary.
“Exchange” means any national securities exchange on which the Stock may from time to time be listed or traded.
“Exchange Act” means the Securities Exchange Act of 1934, as amended and the rules, regulations and guidance promulgated thereunder, as modified from time to time.
“Exercise Price” means the price established with respect to a Stock Option pursuant to Section 2.2.
“Fair Market Value” on any date, means (i) if the Stock is listed on an Exchange, national market system or automated quotation system, the closing sales price on that Exchange or over such system on that date or, in the absence of reported sales on that date, the closing sales price on the immediately preceding date on which sales were reported, or (ii) if the Stock is not listed on a an Exchange, national market system or automated quotation system, “Fair Market Value” shall mean a price determined by the Committee in good faith on the basis of objective criteria consistent with the requirements of Code Section 422 and applicable provisions of Section 409A.
“Good Reason.” A termination of employment by an Employee Participant shall be deemed a termination of employment for “Good Reason” as a result of the Participant’s resignation from the employ of the Company or any Subsidiary upon the occurrence of any of the following events:
(i) a material reduction in Participant’s base salary or base compensation;
(ii) a material diminution in Participant’s authority, duties or responsibilities without the written consent of Participant;
(iii) a change in the geographic location at which Participant must perform his duties that is more than thirty (30) miles from the location of Participant’s principal workplace on the date of this Agreement; or
(iv) in the event a Participant is a party to an employment or change in control agreement that provides a definition for “Good Reason” or a substantially similar term, then the occurrence of any event set forth in such definition.
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Notwithstanding the foregoing, in the event an Award is subject to Code Section 409A, then “Good Reason” shall be defined in accordance with Code Section 409A, including the requirement that a Participant gives 60 days’ notice to the Company or the Subsidiary for whom the Participant is employed of the Good Reason condition and the Company or Subsidiary, as applicable, shall have 30 days to cure the Good Reason condition. Any distribution of an Award subject to Code Section 409A shall be subject to the distribution timing rules of Code Section 409A, including any delay in the distribution of such Award, which rules shall be set forth in the Award Agreement.
“Holding Period” has the meaning ascribed to it in Section 2.8.
“Immediate Family Member” means with respect to any Participant: (i) any of the Participant’s children, stepchildren, grandchildren, parents, stepparents, grandparents, spouses, former spouses, siblings, nieces, nephews, mothers-in-law,fathers-in-law,sons-in-law,daughters-in-law,brothers-in-law or sisters-in-law, including relationships created by adoption; (ii) any natural person sharing the Participant’s household (other than as a tenant or employee, directly or indirectly, of the Participant); (iii) a trust in which any combination of the Participant and persons described in section (i) and (ii) above own more than fifty percent (50%) of the beneficial interests; (iv) a foundation in which any combination of the Participant and persons described in sections (i) and (ii) above control management of the assets; or (v) any other corporation, partnership, limited liability company or other entity in which any combination of the Participant and persons described in sections (i) and (ii) above control more than fifty percent (50%) of the voting interests.
“Involuntary Termination” means the Termination of Service of a Participant by the Company or Subsidiary, other than a termination for Cause, or termination of employment by an Employee Participant for Good Reason.
“Incentive Stock Option” or “ISO” has the meaning ascribed to it in Section 2.1(a).
“Non-Qualified Option” means the right to purchase shares of Stock that is either (i) granted to a Participant who is not an Employee, or (ii) granted to an Employee and either is not designated by the Committee to be an ISO or does not satisfy the requirements of Section 422 of the Code.
“Performance Award” means an Award that vests in whole or in part upon the achievement of one or more specified performance measures, as determined by the Committee. Regardless of whether an Award is subject to the attainment of one or more performance measures, the Committee may also condition the vesting thereof upon the continued Service of the Participant. The conditions for grant or vesting and the other provisions of a Performance Award (including without limitation any applicable performance measures) need not be the same with respect to each recipient. A Performance Award shall vest, or as to Restricted Stock Units be settled, after the Committee has determined that the performance goals have been satisfied.
Performance measures can include, but are not limited to: book value or tangible book value per share; basic earnings per share (e.g., earnings before interest and taxes, earnings before interest, taxes, depreciation and amortization; or earnings per share); basic cash earnings per share; diluted earnings per share; return on equity; net income or net income before taxes; net interest income; non-interest income; non-interest expense to average assets ratio; cash general and administrative expense to average assets ratio; efficiency ratio; cash efficiency ratio; financial return ratios; adjusted earnings, capital; increase in revenue; total shareholder return; net operating income, operating income; net interest margin or net interest rate spread; stock price; assets, growth in assets, loans or deposits, asset quality level, charge offs, loan reserves, non-performing assets, loans, deposits, growth of loans, loan production volume, non-performing loans, deposits or assets; regulatory compliance or safety and soundness; achievement of balance sheet or income statement objectives and strategic business objectives, or any combination of these or other measures.
Performance measures may be based on the performance of the Company as a whole or on any one or more Subsidiaries or business units of the Company or a Subsidiary and may be measured relative to a peer group, an index or a business plan and may be considered as absolute measures or changes in measures. The terms of an Award may provide that partial achievement of performance measures may result in partial payment or vesting of the award or that the achievement of the performance measures may be measured over more than one period or fiscal year. In establishing any performance measures, the Committee may provide for the exclusion of the effects of the following items, to the extent the exclusion is set forth in the Participant’s Award Agreement and identified in the audited financial statements of the Company, including footnotes, or in the Management’s Discussion and Analysis section of the Company’s annual report or in the Compensation Discussion and Analysis Section, if any, of the Company’s annual proxy statement: (i) extraordinary, unusual, and/or nonrecurring items of gain or loss; (ii) gains or losses on the disposition of a business; (iii) dividends declared on the Company’s stock; (iv) changes in tax or accounting principles, regulations or laws; or
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(v) expenses incurred in connection with a merger, branch acquisition or similar transaction. Subject to the preceding sentence, if the Committee determines that a change in the business, operations, corporate structure or capital structure of the Company or the manner in which the Company or its Subsidiaries conducts its business or other events or circumstances render current performance measures to be unsuitable, the Committee may modify such performance measures, in whole or in part, as the Committee deems appropriate. Notwithstanding anything to the contrary herein, performance measures relating to any Award hereunder will be modified, to the extent applicable, to reflect a change in the outstanding shares of Stock of the Company by reason of any stock dividend or stock split, or a corporate transaction, such as a merger of the Company into another corporation, any separation of a corporation or any partial or complete liquidation by the Company or a Subsidiary. If a Participant is promoted, demoted or transferred to a different business unit during a performance period, the Committee may determine that the selected performance measures or applicable performance period are no longer appropriate, in which case, the Committee, in its sole discretion, may: (i) adjust, change or eliminate the performance measures or change the applicable performance period; or (ii) cause to be made a cash payment to the Participant in an amount determined by the Committee.
“Restricted Stock” or “Restricted Stock Award” has the meaning ascribed to it in Sections 2.1(b) and 2.3.
“Restricted Stock Unit” has the meaning ascribed to it in Sections 2.1(c) and 2.4.
“Restriction Period” has the meaning set forth in Section 2.4(b)(iii).
“Retirement” means termination of employment after attainment of age 65 (other than termination for Cause) with 5 years of continuous Service, or discontinuance of service as a Director following attainment of age 75 (unless otherwise provided in an Award Agreement). An Employee who is also a Director shall not be deemed to have terminated due to Retirement for purposes of vesting of Awards and exercise of Stock Options until both Service as an Employee and Service as a Director has ceased. A non-employee Director will be deemed to have terminated due to Retirement under the provisions of this Plan only if the non-employee Director has terminated Service on the Board(s) of Directors of the Company and any Subsidiary or affiliate in accordance with applicable Company policy, following the provision of written notice to such Board(s) of Directors of the non-employee Director’s intention to retire.
“SEC” means the United States Securities and Exchange Commission.
“Securities Act” means the Securities Act of 1933, as amended and the rules, regulations and guidance promulgated thereunder and modified from time to time.
“Service” means service as an Employee or non-employee Director of the Company or a Subsidiary, as the case may be, and shall include service as a director emeritus or advisory director. Service shall not be deemed interrupted in the case of (i) any approved leave of absence for military service or sickness, or for any other purpose approved by the Company or a Subsidiary, if the employee’s right to re-employment is guaranteed either by a statute or by contract or under the policy pursuant to which the leave of absence was granted or if the Committee otherwise so provides in writing, (ii) transfers among the Company, any Subsidiary, or any successor entities, in any capacity of Employee or Director, or (iii) any change in status as long as the individual remains in the service of the Company or a Subsidiary in any capacity as Employee or Director (except as otherwise provided in the Award Agreement).
“Stock” means the common stock of the Company, $0.01 par value per share.
“Stock Option” has the meaning ascribed to it in Sections 2.1(a) and 2.2.
“Subsidiary” means any corporation, affiliate, bank or other entity which would be a subsidiary corporation with respect to the Company as defined in Code Section 424(f) and, other than with respect to an ISO, shall also mean any partnership or joint venture in which the Company and/or other Subsidiary owns more than fifty percent (50%) of the capital or profits interests.
“Termination of Service” means the first day occurring on or after a grant date on which the Participant ceases to be an Employee or Director (including a director emeritus or advisory director), regardless of the reason for such cessation, subject to the following:
(1) The Participant’s cessation of Service as an Employee shall not be deemed to occur by reason of the transfer of the Participant between the Company and a Subsidiary or between two Subsidiaries.
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(2) The Participant’s cessation as an Employee shall not be deemed to occur by reason of the Participant’s being on a bona fide leave of absence from the Company or a Subsidiary approved by the Company or Subsidiary otherwise receiving the Participant’s Services provided the leave of absence does not exceed six (6) months, or if longer, so long as the Employee retains a right to reemployment with the Company or Subsidiary under an applicable statute or by contract. For these purposes, a leave of absence constitutes a bona fide leave of absence only if there is a reasonable expectation that the Employee will return to perform Services for the Company or Subsidiary. If the period of leave exceeds six (6) months and the Employee does not retain a right to reemployment under an applicable statute or by contract, the employment relationship is deemed to terminate on the first day immediately following the six (6) month period. For purposes of this sub-section, to the extent applicable, an Employee’s leave of absence shall be interpreted by the Committee in a manner consistent with Treasury Regulation Section 1.409A-1(h)(1).
(3) If, as a result of a sale or other transaction, the Subsidiary for whom Participant is employed ceases to be a Subsidiary, and the Participant is not, following the transaction, an Employee of the Company or an entity that is then a Subsidiary, then the occurrence of the transaction shall be treated as the Participant’s Termination of Service caused by the Participant being discharged by the entity by which the Participant is employed or to whom the Participant is providing Services.
(4) Except to the extent Code Section 409A may be applicable to an Award, and subject to the foregoing paragraphs of this sub-section, the Committee shall have discretion to determine if a Termination of Service has occurred and the date on which it occurred. If any Award under the Plan constitutes Deferred Compensation (as defined in Section 2.6), the term Termination of Service shall be interpreted by the Committee in a manner consistent with the definition of “Separation from Service” as defined under Code Section 409A and under Treasury Regulation Section 1.409A-1(h)(ii). For purposes of this Plan, a “Separation from Service” shall have occurred if the employer and Participant reasonably anticipate that no further Services will be performed by the Participant after the date of the Termination of Service (whether as an employee or as an independent contractor) or the level of further Services performed will be less than fifty percent (50%) of the average level of bona fide Services in the thirty-six (36) months immediately preceding the Termination of Service. If a Participant is a “Specified Employee,” as defined in Code Section 409A and any payment to be made hereunder shall be determined to be subject to Code Section 409A, then if required by Code Section 409A, the payment or a portion of the payment (to the minimum extent possible) shall be delayed and shall be paid on the first day of the seventh month following Participant’s Separation from Service.
(5) With respect to a Participant who is a Director, cessation as a Director will not be deemed to have occurred if the Participant continues as a director emeritus or advisory director. With respect to a Participant who is both an Employee and a Director, termination of employment as an Employee shall not constitute a Termination of Service for purposes of the Plan so long as the Participant continues to provide Service as a Director or director emeritus or advisory director.
Section 8.2 In this Plan, unless otherwise stated or the context otherwise requires, the following uses apply:
(a) Actions permitted under this Plan may be taken at any time and from time to time in the actor’s reasonable discretion;
(b) References to a statute shall refer to the statute and any successor statute, and to all regulations promulgated under or implementing the statute or its successor, as in effect at the relevant time;
(c) In computing periods from a specified date to a later specified date, the words “from” and “commencing on” (and the like) mean “from and including,” and the words “to,” “until” and “ending on” (and the like) mean “to, but excluding”;
(d) References to a governmental or quasi-governmental agency, authority or instrumentality shall also refer to a regulatory body that succeeds to the functions of the agency, authority or instrumentality;
(e) Indications of time of day mean New York time;
(f) The word “including” means “including, but not limited to”;
(g) All references to sections, schedules and exhibits are to sections, schedules and exhibits in or to this Plan unless otherwise specified;
(h) All words used in this Plan will be construed to be of such gender or number as the circumstances and context require;
(i) The captions and headings of articles, sections, schedules and exhibits appearing in or attached to this Plan have been inserted solely for convenience of reference and shall not be considered a part of this Plan nor shall any of them affect the meaning or interpretation of this Plan or any of its provisions;
| | | | | | | | | | Blue Foundry Bancorp | 2022 Proxy Statement
| | A-17
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(j) Any reference to a document or set of documents in this Plan, and the rights and obligations of the parties under any such documents, shall mean such document or documents as amended from time to time, and any and all modifications, extensions, renewals, substitutions or replacements thereof; and
(k) All accounting terms not specifically defined herein shall be construed in accordance with GAAP.
| | | | | | | | A-18 | | Blue Foundry Bancorp | 2022 Proxy Statement
| | |
CORPORATE INFORMATION
| | | James D. Nesci | | J. Christopher Ely | PRESIDENT & | | | CHIEF EXECUTIVE OFFICER | | Patrick H. Kinzler | | | Kenneth Grimbilas | | Mirella Lang | CHAIRMAN | | | | | Margaret Letsche | | | Robert T. Goldstein | | Johnathan M. Shaw | | | |
| | | James D. Nesci | | Alex Malkiman | PRESIDENT & | | EXCUTIVE VICE PRESIDENT & | CHIEF EXECUTIVE OFFICER | | CHIEF TECHNOLOGY OFFICER | | | Kelly Pecoraro | | Elizabeth Miller | EXECUTIVE VICE PRESIDENT & | | EXECUTIVE VICE PRESIDENT & | CHIEF FINANCIAL OFFICER | | CHIEF RETAIL OFFICER | | | Elyse D. Beidner | | Thomas Packwood | EXECUTIVE VICE PRESIDENT & | | SENIOR VICE PRESIDENT & | CHIEF LEGAL OFFICER | | CHIEF AUDIT OFFICER | | | Michele Dowling Johnson | | Acela Roselle | EXECUTIVE VICE PRESIDENT & | | EXECUTIVE VICE PRESIDENT & | CHIEF MARKETING OFFICER | | HUMAN RESOURCES DIRECTOR | | | Jason M. Goldberg | | | EXECUTIVE VICE PRESIDENT & | | | CHIEF LENDING OFFICER | | |
| | | Transfer Agent | | | Continental Stock Transfer & Trust | | | | | 1 State Street, 30th Floor | | | New York, NY 10004-1561 | | | | | 212-509-4000 | | Investor Relations | cstmail@continentalstock.com | | Elyse Beidner, Investor Relations | | | MSC 269744 | | | PO Box 105168 | | | Atlanta, GA 30348-5168 | | | Corporate Counsel | | 888-931-BLUE | Luse Gorman, PC | | InvestorRelations@bluefoundrybank.com | 5335 Wisconsin Avenue, NW | | | Suite 780 | | | Washington, DC 20015 | | C-1 |
Information Regarding Transactions in the Company’s Securities by Participants 
ir.bluefoundrybank.com ● 888-931-BLUE
| | | | | | | 
P.O. BOX 8016, CARY, NC 27512-9903
| | | | YOUR VOTE IS IMPORTANT! PLEASE VOTE BY: | | | | INTERNET
| | 
| | Go To: www.proxypush.com/BLFY | | • Cast your vote online
| | • Have your Proxy Card ready
| | • Follow the simple instructions to record your vote
| | 
| | PHONE Call 1-866-451-4078
| | • Use any touch-tone telephone
| | • Have your Proxy Card ready
| | • Follow the simple recorded instructions
| |  | | MAIL
| | • Mark, sign and date your Proxy Card
| | • Fold and return your Proxy Card in the postage-paid envelope provided
| | 
| | You must register to attend the meeting online and/or participate at www.proxydocs.com/BLFY |
| | | | | Blue Foundry Bancorp | | | | | | | | Annual Meeting of Stockholders | | | | | | | | For Stockholders of record as of June 28, 2022 | | | | |
TIME: | Thursday, August 25, 2022 10:00 AM, Eastern Time
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PLACE: | Annual Meeting to be held live via the Internet - please visit
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www.proxydocs.com/BLFY for more details
This proxy is being solicited on behalfThe following table sets forth information regarding purchases and sales of the Board of Directors
The undersigned hereby appoints J. Christopher Ely, Robert T. Goldstein, Kenneth Grimbilas, Margaret Letsche and Jonathan M. Shaw (the “Named Proxies”), and each or either of them, asCompany’s securities by the true and lawful attorneysParticipants within the past two years. No part of the undersigned, with full powerpurchase price or market value of substitution and revocation, and authorizes them, and eachthese securities is represented by funds borrowed or otherwise obtained for the purpose of them, to vote all the shares of capital stock of Blue Foundry Bancorp which the undersigned is entitled to vote at said meeting and any adjournment thereof upon the matters specified and uponacquiring or holding such other matters as may be properly brought before the meeting or any adjournment thereof, conferring authority upon such true and lawful attorneys to vote in their discretion on such other matters as may properly come before the meeting and revoking any proxy heretofore given.
THE SHARES REPRESENTED BY THIS PROXY WILL BE VOTED AS DIRECTED OR, IF NO DIRECTION IS GIVEN, SHARES WILL BE VOTED IDENTICAL TO THE BOARD OF DIRECTORS RECOMMENDATION. This proxy, when properly executed, will be voted in the manner directed herein. In their discretion, the Named Proxies are authorized to vote upon such other matters that may properly come before the meeting or any adjournment or postponement thereof.
If you hold shares in any ESOP or 401(k) savings plan of the Company (the “Plans”), then this proxy card, when signed and returned, or your telephone or Internet proxy, will constitute voting instructions on matters properly coming before the Annual Meeting and at any adjournments or postponements thereof in accordance with the instructions given herein to the trustee for shares held in any of the Plans. Shares in each of the Plans for which voting instructions are not received by August 18, 2022 at 11:59 p.m. Eastern time, or if no choice is specified, will be voted by an independent fiduciary.
You are encouraged to specify your choice by marking the appropriate box (SEE REVERSE SIDE) but you need not mark any box if you wish to vote in accordance with the Board of Directors’ recommendation. The Named Proxies cannot vote your shares unless you sign (on the reverse side) and return this card.
PLEASE BE SURE TO SIGN AND DATE THIS PROXY CARD AND MARK ON THE REVERSE SIDE
Blue Foundry Bancorp
Annual Meeting of Stockholders
| | | | | Please make your marks like this: 
| | | | |
THE BOARD OF DIRECTORS RECOMMENDS A VOTE:
FOR ON PROPOSALS 1, 2 AND 3securities.
| | | | | | | | | | | | Name | | PROPOSALDate | | Title of Security | | YOUR VOTENumber of Shares | | | Transaction | | Elyse D. Beidner | | BOARD OF DIRECTORS RECOMMENDS | 1.03/06/2023 | | Election of DirectorsCommon Stock | | | 15,000 | | | | | |  | | | 10/19/2022 | | FORCommon Stock | | WITHHOLD | 55,000 | | | Grant, Award or Other Acquisition | | | 07/15/2021 | | Common Stock | | | 20,000 | | | IPO Purchase | | J. Christopher Ely | | 08/26/2022 | | Common Stock | | | 106,959 | | | Grant, Award or Other Acquisition | | | 08/26/2022 | | Common Stock | | | 42,783 | | | Grant, Award or Other Acquisition | | | 07/15/2021 | | Common Stock | | | 15,000 | | | IPO Purchase | | | 07/15/2021 | | Common Stock | | | 10,366 | | | IPO Purchase | | Jason Goldberg | | 03/06/2023 | | Common Stock | | | 20,000 | | | Grant, Award or Other Acquisition | | | 10/19/2022 | | Common Stock | | | 108,000 | | | Grant, Award or Other Acquisition | | Robert T. Goldstein | | 09/07/2022 | | Common Stock | | | 65 | | | Open Market Purchase | | | 09/07/2022 | | Common Stock | | | 675 | | | Open Market Purchase | | | 09/07/2022 | | Common Stock | | | 421 | | | Open Market Purchase | | | 09/07/2022 | | Common Stock | | | 800 | | | Open Market Purchase | | | 09/07/2022 | | Common Stock | | | 48 | | | Open Market Purchase | | | 09/07/2022 | | Common Stock | | | 15 | | | Open Market Purchase | | | 09/07/2022 | | Common Stock | | | 476 | | | Open Market Purchase | | | 09/06/2022 | | Common Stock | | | 2,000 | | | Open Market Purchase | | | 09/06/2022 | | Common Stock | | | 1,000 | | | Open Market Purchase | | | 09/02/2022 | | Common Stock | | | 233 | | | Open Market Purchase | | | 09/02/2022 | | Common Stock | | | 200 | | | Open Market Purchase | | | 09/02/2022 | | Common Stock | | | 1,567 | | | Open Market Purchase | | | 08/26/2022 | | Common Stock | | | 106,959 | | | Grant, Award or Other Acquisition | | | 08/26/2022 | | Common Stock | | | 42,783 | | | Grant, Award or Other Acquisition | | | 08/30/2021 | | Common Stock | | | 17,500 | | | Open Market Purchase | | | 07/27/2021 | | Common Stock | | | 7,500 | | | Open Market Purchase | | | 07/15/2021 | | Common Stock | | | 2,887 | | | IPO Purchase | | Kenneth Grimbilas | | 08/26/2022 | | Common Stock | | | 106,959 | | | Grant, Award or Other Acquisition | | | 08/26/2022 | | Common Stock | | | 42,783 | | | Grant, Award or Other Acquisition | | | 06/17/2022 | | Common Stock | | | 64 | | | Open Market Purchase | | | 06/17/2022 | | Common Stock | | | 2 | | | Open Market Purchase | | | 06/17/2022 | | Common Stock | | | 548 | | | Open Market Purchase | | | 06/17/2022 | | Common Stock | | | 4 | | | Open Market Purchase | | | 06/17/2022 | | Common Stock | | | 126 | | | Open Market Purchase | | | 06/17/2022 | | Common Stock | | | 1,400 | | | Open Market Purchase | | | 06/17/2022 | | Common Stock | | | 200 | | | Open Market Purchase |
| | | | Blue Foundry Bancorp | 2023 Proxy Statement | | C-2 |
| | | | | | | | 1.01 James D. Nesci | |  | | | | | | FOR | | | | | | | | | 1.02 Patrick H. Kinzler | | | | | | | | FOR | | | | | | | | | 1.03 Mirella Lang | | | | | | | | FOR | | | | | | | | | | | FOR | | AGAINST | | ABSTAIN | | | | | | | | | 2. | | To ratify the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2022 | |
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| | FOR | | | | | | | 3. | | To approved the Blue Foundry Bancorp 2022 Equity Incentive Plan. | | | | | | | | FOR | | | | | You must register to attend the meeting online and/or participate at www.proxydocs.com/BLFY
Authorized Signatures - Must be completed for your instructions to be executed.
Please sign exactly as your name(s) appears on your account. If held in joint tenancy, all persons should sign. Trustees, administrators, etc., should include title and authority. Corporations should provide full name of corporation and title of authorized officer signing the Proxy/Vote Form.
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| | | | | | | | | | Name | | Date | | | Title of Security | | Number of Shares | | | Transaction | | | | 06/17/2022 | | | Common Stock | | | 300 | | | Open Market Purchase | Signature (and Title if applicable) | | | 06/17/2022 | | | Common Stock | | | 436 | | | Open Market Purchase | | | | 06/17/2022 | | | Common Stock | | | 13,985 | | | Open Market Purchase | | | | 07/15/2021 | | | Common Stock | | | 40,000 | | | IPO Purchase | Patrick H. Kinzler | | | 10/07/2022 | | | Common Stock | | | 100 | | | Open Market Purchase | | | | 10/03/2022 | | | Common Stock | | | 100 | | | Open Market Purchase | | | | 09/02/2022 | | | Common Stock | | | 1,000 | | | Open Market Purchase | | | | 09/02/2022 | | | Common Stock | | | 57 | | | Open Market Purchase | | | | 09/02/2022 | | | Common Stock | | | 122 | | | Open Market Purchase | | | | 09/02/2022 | | | Common Stock | | | 521 | | | Open Market Purchase | | | | 09/02/2022 | | | Common Stock | | | 300 | | | Open Market Purchase | | | | 08/26/2022 | | | Common Stock | | | 106,959 | | | Grant, Award or Other Acquisition | | | | 08/26/2022 | | | Common Stock | | | 42,783 | | | Grant, Award or Other Acquisition | | | | 08/25/2022 | | | Common Stock | | | 1,552 | | | Open Market Purchase | | | | 08/24/2022 | | | Common Stock | | | 2,000 | | | Open Market Purchase | | | | 07/29/2022 | | | Common Stock | | | 2,000 | | | Open Market Purchase | | | | 06/16/2022 | | | Common Stock | | | 1,000 | | | Open Market Purchase | | | | 05/19/2022 | | | Common Stock | | | 2,000 | | | Open Market Purchase | | | | 05/12/2022 | | | Common Stock | | | 2,000 | | | Open Market Purchase | | | | 05/10/2022 | | | Common Stock | | | 3,000 | | | Open Market Purchase | | | | 04/28/2022 | | | Common Stock | | | 1,700 | | | Open Market Purchase | | | | 04/27/2022 | | | Common Stock | | | 1,000 | | | Open Market Purchase | | | | 04/26/2022 | | | Common Stock | | | 2,300 | | | Open Market Purchase | | | | 01/21/2022 | | | Common Stock | | | 249 | | | Open Market Purchase | | | | 01/20/2022 | | | Common Stock | | | 1,805 | | | Open Market Purchase | | | | 01/19/2022 | | | Common Stock | | | 2,320 | | | Open Market Purchase | | | | 01/18/2022 | | | Common Stock | | | 1,579 | | | Open Market Purchase | | | | 01/11/2022 | | | Common Stock | | | 100 | | | Open Market Purchase | | | | 1/10/2022 | | | Common Stock | | | 521 | | | Open Market Purchase | | | | 01/06/2022 | | | Common Stock | | | 100 | | | Open Market Purchase | | | | 12/29/2021 | | | Common Stock | | | 126 | | | Open Market Purchase | | | | 12/28/2021 | | | Common Stock | | | 200 | | | Open Market Purchase | | | | 12/27/2021 | | | Common Stock | | | 500 | | | Open Market Purchase | | | | 11/30/2021 | | | Common Stock | | | 1,000 | | | Open Market Purchase | | | | 11/30/2021 | | | Common Stock | | | 400 | | | Open Market Purchase | | | | 11/29/2021 | | | Common Stock | | | 220 | | | Open Market Purchase | | | | 11/29/2021 | | | Common Stock | | | 424 | | | Open Market Purchase | | | | 11/29/2021 | | | Common Stock | | | 356 | | | Open Market Purchase | | | | 09/20/2021 | | | Common Stock | | | 600 | | | Open Market Purchase | | | | 07/15/2021 | | | Common Stock | | | 876 | | | Open Market Purchase | | | | 07/15/2021 | | | Common Stock | | | 3,853 | | | Open Market Purchase | | | | 07/15/2021 | | | Common Stock | | | 3,349 | | | Open Market Purchase |
| | | | Blue Foundry Bancorp | 2023 Proxy Statement | | C-3 |
| | | | | | | | | | | | | | Name | | Date | | | Title of Security | | Number of Shares | | | Transaction | Mirella Lang | | | 08/26/2022 | | | Common Stock | | | 106,959 | | | Grant, Award or Other Acquisition | | | | 08/26/2022 | | | Common Stock | | | 42,783 | | | Grant, Award or Other Acquisition | | | | 07/16/2021 | | | Common Stock | | | 5,765 | | | Open Market Purchase | Margaret Letsche | | | 03/13/2023 | | | Common Stock | | | 800 | | | Open Market Purchase | | | | 03/13/2023 | | | Common Stock | | | 500 | | | Open Market Purchase | | | | 09/15/2022 | | | Common Stock | | | 1,500 | | | Open Market Purchase | | | | 08/26/2022 | | | Common Stock | | | 106,959 | | | Grant, Award or Other Acquisition | | | | 08/26/2022 | | | Common Stock | | | 42,783 | | | Grant, Award or Other Acquisition | | | | 05/17/2022 | | | Common Stock | | | 1,000 | | | Open Market Purchase | | | | 07/15/2021 | | | Common Stock | | | 19,894 | | | IPO Purchase | Alex Malkiman | | | 03/06/2023 | | | Common Stock | | | 12,500 | | | Grant, Award or Other Acquisition | | | | 10/19/2022 | | | Common Stock | | | 68,800 | | | Grant, Award or Other Acquisition | Elizabeth Miller | | | 03/06/2023 | | | Common Stock | | | 20,000 | | | Grant, Award or Other Acquisition | | | | 10/19/2022 | | | Common Stock | | | 108,000 | | | Grant, Award or Other Acquisition | | | | 05/04/2022 | | | Common Stock | | | 1,150 | | | Open Market Purchase | | | | 11/29/2021 | | | Common Stock | | | 1,000 | | | Open Market Purchase | | | | 11/02/2021 | | | Common Stock | | | 700 | | | Open Market Purchase | | | | 11/02/2021 | | | Common Stock | | | 1,050 | | | Open Market Purchase | | | | 09/15/2021 | | | Common Stock | | | 1,200 | | | Open Market Purchase | | | | 09/15/2021 | | | Common Stock | | | 500 | | | Open Market Purchase | | | | 07/15/2021 | | | Common Stock | | | 1,201 | | | IPO Purchase | | | | 07/21/2021 | | | Common Stock | | | 17,500 | | | IPO Purchase | James Nesci | | | 03/06/2023 | | | Common Stock | | | 114,090 | | | Grant, Award or Other Acquisition | | | | 10/19/2022 | | | Common Stock | | | 570,450 | | | Grant, Award or Other Acquisition | | | | 05/12/2022 | | | Common Stock | | | 500 | | | Open Market Purchase | | | | 04/29/2022 | | | Common Stock | | | 100 | | | Open Market Purchase | | | | 04/29/2022 | | | Common Stock | | | 100 | | | Open Market Purchase | | | | 04/29/2022 | | | Common Stock | | | 100 | | | Open Market Purchase | | | | 04/29/2022 | | | Common Stock | | | 500 | | | Open Market Purchase | | | | 04/29/2022 | | | Common Stock | | | 197 | | | Open Market Purchase | | | | 04/29/2022 | | | Common Stock | | | 303 | | | Open Market Purchase | | | | 10/25/2021 | | | Common Stock | | | 1,277 | | | Open Market Purchase | | | | 10/25/2021 | | | Common Stock | | | 1,000 | | | Open Market Purchase | | | | 10/25/2021 | | | Common Stock | | | 123 | | | Open Market Purchase | | | | 10/25/2021 | | | Common Stock | | | 600 | | | Open Market Purchase | | | | 10/25/2021 | | | Common Stock | | | 500 | | | Open Market Purchase | | | | 10/25/2021 | | | Common Stock | | | 100 | | | Open Market Purchase | | | | 10/25/2021 | | | Common Stock | | | 100 | | | Open Market Purchase | | | | 10/25/2021 | | | Common Stock | | | 500 | | | Open Market Purchase |
| | | | Blue Foundry Bancorp | 2023 Proxy Statement | | C-4 |
| | | | | | | | | | | | | | Name | | Date | | | Title of Security | | Number of Shares | | | Transaction | | | | 10/25/2021 | | | Common Stock | | | 800 | | | Open Market Purchase | | | | 09/17/2021 | | | Common Stock | | | 3,000 | | | Open Market Purchase | | | | 08/27/2021 | | | Common Stock | | | 3,757 | | | Open Market Purchase | | | | 08/27/2021 | | | Common Stock | | | 1,243 | | | Open Market Purchase | | | | 08/20/2021 | | | Common Stock | | | 206 | | | Open Market Purchase | | | | 08/20/2021 | | | Common Stock | | | 3 | | | Open Market Purchase | | | | 08/20/2021 | | | Common Stock | | | 9,791 | | | Open Market Purchase | | | | 07/15/2021 | | | Common Stock | | | 8,500 | | | IPO Purchase | | | | 07/15/2021 | | | Common Stock | | | 10,082 | | | IPO Purchase | Thomas Packwood | | | 03/06/2023 | | | Common Stock | | | 11,500 | | | Grant, Award or Other Acquisition | | | | 10/19/2022 | | | Common Stock | | | 55,000 | | | Grant, Award or Other Acquisition | | | | 07/15/2021 | | | Common Stock | | | 5,000 | | | IPO Purchase | Kelly Pecoraro | | | 03/06/2023 | | | Common Stock | | | 35,000 | | | Grant, Award or Other Acquisition | | | | 10/19/2022 | | | Common Stock | | | 177,000 | | | Grant, Award or Other Acquisition | | | | | Signature (if held jointly) | | Date Common Stock | | | 5,000 | | | Open Market Purchase | Acela Roselle | | | 03/06/2023 | | | Common Stock | | | 11,500 | | | Grant, Award or Other Acquisition | | | | 10/19/2022 | | | Common Stock | | | 55,000 | | | Grant, Award or Other Acquisition | | | | 07/15/2021 | | | Common Stock | | | 20,000 | | | IPO Purchase | Robert Rowe | | | 03/06/2023 | | | Common Stock | | | 9,250 | | | Grant, Award or Other Acquisition | | | | 01/30/2023 | | | Common Stock | | | 5,000 | | | Open Market Purchase | | | | 12/01/2022 | | | Common Stock | | | 10,000 | | | Grant, Award or Other Acquisition | Jonathan M. Shaw | | | 08/26/2022 | | | Common Stock | | | 106,959 | | | Grant, Award or Other Acquisition | | | | 08/26/2022 | | | Common Stock | | | 42,783 | | | Grant, Award or Other Acquisition | | | | 06/13/2022 | | | Common Stock | | | 2,125 | | | Open Market Purchase | | | | 09/13/2021 | | | Common Stock | | | 12,875 | | | Open Market Purchase | | | | 09/13/2021 | | | Common Stock | | | 9,000 | | | Open Market Purchase | | | | 07/15/2021 | | | Common Stock | | | 1,363 | | | IPO Purchase | | | | 07/15/2021 | | | Common Stock | | | 100 | | | IPO Purchase | | | | 07/15/2021 | | | Common Stock | | | 116 | | | IPO Purchase |
| | | | Blue Foundry Bancorp | 2023 Proxy Statement | | C-5 |
Miscellaneous Information Concerning Participants Other than as set forth in this Appendix C or elsewhere in this Proxy Statement and based on the information provided by each Participant, none of the Participants or their associates (i) beneficially owns (within the meaning of Rule 13d-3 under the Exchange Act), directly or indirectly, or owns of record but not beneficially, any shares of common stock or other securities of the Company or any of its subsidiaries or (ii) has any substantial interest, direct or indirect, by security holdings or otherwise, in any matter to be acted upon at the annual meeting. In addition, neither the Company nor any of the Participants listed above is now or has been within the past year a party to any contract, arrangement, or understanding with any person with respect to any of our securities, including, but not limited to, joint ventures, loan or option arrangements, puts or calls, guarantees against loss or guarantees of profit, division of losses or profits, or the giving or withholding of proxies. No Participant has been convicted in a criminal proceeding (excluding traffic violations and similar misdemeanors) during the past ten years. Other than as set forth in this Appendix C or elsewhere in this Proxy Statement and based on the information provided by each Participant, neither the Company nor any of the Participants listed above or any of their associates have or will have (i) any arrangements or understandings with any person with respect to any future employment by the Company or its affiliates or with respect to any future transactions to which the Company or any of its affiliates will or may be a party or (ii) any contract, arrangements or understandings with any person with respect to any securities of the registrant, including, but not limited to, joint ventures, loan or option arrangements, puts or calls, guarantees against loss or guarantees of profit, division of losses or profits, or the giving or withholding of proxies. Other than as set forth in this Appendix C or elsewhere in this Proxy Statement and based on the information provided by each Participant, neither the Participants nor any of their immediate family members have a direct or indirect material interest in any transaction or series of similar transactions since the beginning of our last fiscal year or any currently proposed transactions, or series of similar transactions, to which the Company or any of its subsidiaries was or is to be a party in which the amount involved exceeds $120,000. | | | | Blue Foundry Bancorp | 2023 Proxy Statement | | C-6 |
THIS IS THE WHITE PROXY CARD
BLUE FOUNDRY BANCORP C/O FIRST COAST RESULTS, INC. SUITE 112 200 BUSINESS PARK CIRCLE SAINT AUGUSTINE, FL 32095
SCAN TO
VIEW MATERIALS & VOTE w
VOTE BY INTERNET
Before The Meeting - Go to www.proxyvote.com or scan the QR Barcode above
Use the Internet to transmit your voting instructions and for electronic delivery of information. Vote by 11:59 p.m. Eastern Time on May 17, 2023. Have your proxy card in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction form.
During The Meeting - Go to www.virtualshareholdermeeting.com/BLFY2023
You may attend the meeting via the Internet and vote during the meeting. Have the information that is printed in the box marked by the arrow available and follow the instructions.
VOTE BY PHONE - 1-800-690-6903
Use any touch-tone telephone to transmit your voting instructions. Vote by 11:59 p.m. Eastern Time on May 17, 2023. Have your proxy card in hand when you call and then follow the instructions.
VOTE BY MAIL
Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to c/o First Coast Results, Inc., Suite 112, 200 Business Park Circle, Saint Augustine, FL 32095.
TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS:
V08579-P91153 KEEP THIS PORTION FOR YOUR RECORDS
THIS WHITE PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. DETACH AND RETURN THIS PORTION ONLY
BLUE FOUNDRY BANCORP
The Board of Directors recommends you vote FOR the Company Nominees for Director and FOR Proposals 2 and 3.
Vote “FOR” only up to TWO (2) nominees in total. You may vote “FOR” fewer than two (2) nominees, but if you vote “FOR” more than two (2) nominees, your votes on Proposal 1 will be considered invalid and will not be counted. A “WITHHOLD” vote on any nominee will not be counted as a “FOR” vote.
1. Election of Directors
Company Nominees: For Against Abstain For Against Abstain
1a. J. Christopher Ely 2. Ratification of appointment of KPMG LLP as independent registered public accounting firm for the year ending 2023.
1b. Robert T. Goldstein 3. Approval of the Merger Agreement with the Company's Wholly Owned Subsidiary for the Purpose of Restating the Certificate of Incorporation to Declassify the Board of Nominees Opposed by the Company: For Against Abstain Directors and Eliminate Supermajority Voting Requirements to Amend the Certificate of Incorporation and ByLaws.
1c. Jennifer Corrou 1d. Raymond J. Vanaria
Please sign exactly as your name(s) appear(s) hereon. When signing as attorney, executor, administrator, or other fiduciary, please give full title as such. Joint owners should each sign personally. All holders must sign. If a corporation or partnership, please sign in full corporate or partnership name by authorized officer.
Signature [PLEASE SIGN WITHIN BOX] Date Signature (Joint Owners) Date
Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting:
The Notice and Proxy Statement, Annual Report and Form 10-K are available at www.proxyvote.com.
V08580-P91153
BLUE FOUNDRY BANCORP ANNUAL MEETING OF SHAREHOLDERS
MAY 18, 2023 10:00 AM ET
THIS WHITE PROXY CARD IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The shareholder(s) hereby appoint(s) Kenneth Grimbilas, James D. Nesci, Elizabeth V. Jobes, Mirella Lang, Jonathan M. Shaw, Patrick H. Kinzler and Margaret Letsche, or any of them, as proxies, each with the power to appoint (his/her) substitute, and hereby authorize(s) them to represent and to vote, as designated on the reverse side of this ballot, all of the shares of common stock of BLUE FOUNDRY BANCORP that the shareholder(s) is/are entitled to vote at the Annual Meeting of Shareholders to be held at 10:00 AM ET, on May 18, 2023, virtually at www.virtualshareholdermeeting.com/BLFY2023, and any adjournment or postponement thereof.
THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED AS SPECIFIED BY THE UNDERSIGNED ON THE REVERSE SIDE. YOU
MAY SUBMIT VOTES "FOR" UP TO TWO NOMINEES IN TOTAL. YOU ARE PERMITTED TO VOTE FOR LESS THAN TWO NOMINEES. IMPORTANTLY, IF YOU MARK MORE THAN TWO "FOR" BOXES WITH RESPECT TO THE ELECTION OF DIRECTORS, ALL OF YOUR VOTES FOR THE ELECTION OF DIRECTORS WILL BE DEEMED INVALID. IF YOU MARK FEWER THAN TWO "FOR" BOXES WITH RESPECT TO THE ELECTION OF DIRECTORS, THIS PROXY CARD, WHEN DULY EXECUTED, WILL BE VOTED ONLY "FOR" THE NOMINEE YOU HAVE SO MARKED, ALL OTHERS WILL BE VOTED "WITHHOLD." IF NO CHOICE IS SPECIFIED, THE PROXY WILL BE VOTED AS TO ALL SHARES OF THE UNDERSIGNED FOR PROPOSALS 2 AND 3.
Continued and to be signed on reverse side |
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Election of Directors
