UNITED STATES 
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 14A INFORMATION


Proxy Statement Pursuant to Section 14(a)

of the Securities 
Exchange Act of 1934
(Amendment (Amendment No.            )

Filed by the Registrant      ¨
Filed by a Party other than the Registrant   ¨

Check the appropriate box:
þ   Preliminary Proxy Statement            ¨  Confidential, for Use of the
Commission Only (as permitted by Rule 14a-6(e)(2))
¨   Definitive Proxy Statement                  ¨   Definitive Additional Materials
¨   Soliciting Material Pursuant
to ss.240.14a-11(c) or
ss.240.14a-12

CENTER BANCORP, INC.
(Name of Registrant as Specified in Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

¨Filed by the Registrant [X]
Filed by a Party other than the Registrant [   ]
Check the appropriate box:
[X]Preliminary Proxy Statement
[   ]Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
[   ]Definitive Proxy Statement
[   ]Definitive Additional Materials
[   ]Soliciting Material Pursuant to §240.14a-12

ConnectOne Bancorp, Inc.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):
[X]No fee required.
¨[   ]Fee computed on table below per Exchange Act Rules 14a-6(i)(4)(1) and 0-11.

(1) Title of each class of securities to which transaction applies:

(2) Aggregate number of securities to which transaction applies:

(3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee is calculated and state how it was determined):
(4) Proposed maximum aggregate value of transaction:

(5) Total fee paid:

¨
1)Title of each class of securities to which transaction applies:
2)Aggregate number of securities to which transaction applies:
3)Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
4)Proposed maximum aggregate value of transaction:
5)Total fee paid:
[   ]Fee paid previously with preliminary materials.

¨
[   ]Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filingfiling.
1)Amount Previously Paid:
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(1) Amount Previously Paid:

301 Sylvan Avenue

(2) Form, Schedule or Registration Statement No.:

(3) Filing Party:

(4) Date Filed:


CENTER BANCORP, INC.

Corporate Headquarters
2455 Morris Avenue
Union,Englewood Cliffs, New Jersey 07083
(908) 688-9500

07632

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

To Be Held on May 25, 2021

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

TO BE HELD MAY 26, 2010

To Our Shareholders:

TheIS HEREBY GIVEN that the Annual Meeting (the “Annual Meeting”) of Shareholders of CenterConnectOne Bancorp, Inc. (“Center Bancorp” or(the “Company”), the “Company”holding company for ConnectOne Bank (the “Bank”), will be held via webcast on May 25, 2021 at Suburban Golf Club, 1730 Morris Avenue, Union, New Jersey on Wednesday, May 26, 2010, at 10:009:15 a.m., for the purpose of considering and voting upon the following purposes:

matters, all of which are more completely set forth in the accompanying Proxy Statement:

1.To elect elevenThe election of twelve (12) directors of the Company, each to serve for a one year term.the terms described in the proxy statement or until his or her successor is elected and shall qualify;

2.To ratifyvote, on an advisory basis, to approve the appointmentexecutive compensation of ParenteBeard LLC as the Company’s independent registered public accounting firm for 2010.named executive officers, as described in this proxy statement;

3.To vote upon a non-binding resolution approving the compensation of Center Bancorp’s executive officers.

4.A proposal to authorize and approve an amendment to our Restated Certificate of Incorporation, as amended, to increase the number of authorized shares of our common stock, no par value per share, from 20,000,00050,000,000 to 25,000,000 and the number of authorized shares of our capital stock from 25,000,000 to 30,000,000.100,000,000;

4.To ratify the appointment of Crowe LLP as the Company’s independent registered public accountants for the fiscal year ending December 31, 2021; and

5.To transact suchSuch other business as mayshall properly come before the Annual Meeting.

Due to guidance from the Federal and New Jersey state governments regarding the impact of the COVID-19, this year’s Annual Meeting will be a completely virtual meeting of shareholders, which will be conducted via live webcast. You will be able to participate in the Annual Meeting, vote and submit your questions during the Annual Meeting via live webcast by visiting www.virtualshareholdermeeting.com/CNOB2021. Because the Annual Meeting is virtual and being conducted via live webcast, shareholders will not be able to attend the Annual Meeting in person. Details regarding how to participate in the meeting online and the business to be conducted at the meeting are more fully described in the accompanying proxy statement.

Only holders of record of Center Bancorpshares of the Company’s common stock (the “Common Stock”) at the close of business on March 29, 2010April 6, 2021 will be entitled to notice of and to vote at the Annual Meeting. Each share of Center Bancorp’s common stock is entitled to one vote.


Please complete, sign, date and return the accompanying proxy

If you are participating in the enclosed postage paid envelope atAnnual Meeting by webcast, you may vote online during the meeting even if you have already returned your earliest convenience.

proxy.

Very truly yours,

Frank Sorrentino III
Chairman of the Board of Directors

Englewood Cliffs, New Jersey

You are cordially invited to attend the Meeting.

April 15, 2021

Important notice regarding the availability of Proxy Materials for the Annual Meeting of
Shareholders to be held on May 25, 2021.

We are distributing our proxy materials to shareholders via the U.S. Securities and Exchange Commission “Notice and Access” rules. We believe this approach allows us to provide shareholders with a timely and convenient way to receive proxy materials and vote, while lowering the costs of delivery and reducing the environmental impact of our Annual Meeting. We are mailing to our shareholders a Notice of Internet Availability of Proxy Materials (the “Notice of Internet Availability”) beginning on or about April 15, 2021, rather than paper copies of the Proxy Statement, the proxy card and our annual report on Form 10-K for the 2010 annual meetingfiscal year ended December 31, 2020. The Notice of shareholders:Internet Availability contains instructions on how to access the proxy materials, vote and obtain, if desired, a paper copy of the proxy materials.

CONNECTONE BANCORP, INC.

PROXY STATEMENT FOR ANNUAL MEETING OF
SHAREHOLDERS TO BE HELD ON May 25, 2021

This Proxy Statement for the 2010 Annual Meetingis being furnished to shareholders of Shareholders and our 2009 Annual Report to Shareholders are available at: http://www.cfpproxy.com/5260.

By Order of the Board of Directors
Anthony C. Weagley
Dated:  April 16, 2010President and CEO


CENTER BANCORP, INC.
2455 Morris Avenue, Union, New Jersey 07083

PROXY STATEMENT

We are providing this proxy statement to youConnectOne Bancorp, Inc. (the “Company”) in connection with the solicitation by ourthe Board of Directors of proxies to be used at our annual meetingthe Annual Meeting of shareholdersShareholders to be held via webcast at Suburban Golf Club, 1730 Morris Avenue, Union,9:15 a.m. on May 25, 2021. We are holding our Annual Meeting via webcast to help ensure the health and safety of our shareholders, employees and directors, and to comply with guidance from the Federal and New Jersey state governments regarding the impact of the COVID-19 pandemic. Because the Annual Meeting is virtual and being held via live webcast, shareholders will not be able to attend the Annual Meeting in person but may participate by joining the live webcast. Please go to:

www.virtualshareholdermeeting.com/CNOB2021

for instructions on how to participate in the Annual Meeting. Any shareholder may participate and listen live to the webcast of the Annual Meeting over the Internet at 10:00 a.m.such site. Shareholders of record as of April 6, 2021 may vote and submit questions either in advance of or while participating in the Annual Meeting via the Internet by using the control number included in the on Wednesday, May 26, 2010, and any adjournments of that meeting. We are first sending copies of thisthe proxy statement andor proxy card. The webcast starts at 9:15 a.m. We encourage you to access the enclosedmeeting prior to the start time. If you encounter any difficulties accessing the virtual meeting during the check-in or meeting time, please call the technical support number that will be posted on the Virtual Shareholder Meeting log-in page.

About the Annual Meeting

Why have I received these materials?

The accompanying proxy card to our shareholders on or about April 16, 2010. Unless we indicate otherwise, all references to “we”, us” and “our” and other similar terms are references to Centeris solicited by the Board of Directors of ConnectOne Bancorp, Inc.


Only holders (referred to throughout this Proxy Statement as the “Company” or “we”), the holding company for ConnectOne Bank, in connection with our Annual Meeting that will take place virtually on May 25, 2021. You are cordially invited to electronically attend the Annual Meeting and are requested to vote on the proposals described in this Proxy Statement.

Who is entitled to vote at the Annual Meeting?

Holders of recordCommon Stock as of Center Bancorp common stock at the close of business on March 29, 2010, a date which we refer to as  the record date, will receive notice of our annual meeting andApril 6, 2021, will be entitled to vote at our annual meeting. Forthe Annual Meeting. On April 6, 2021, there were outstanding and entitled to vote [____________] shares of Common Stock, each matter thatof which is presented to our shareholders at our annual meeting, you will be entitled to one vote forwith respect to each sharematter to be voted on at the Annual Meeting.

How do I vote my shares at the Annual Meeting?

If you are a “record” shareholder of our common stock thatCommon Stock (that is, if you hold Common Stock in your own name as of April 6, 2021 on the record date. OnCompany’s stock records maintained by our transfer agent, Broadridge Financial Solutions, Inc.), you may vote by proxy or online at the record date, there were 14,574,832 shares of our common stock outstanding.


In a joint Schedule 13D filing made on December 7, 2009, on behalf of Seidman and Associates, L.L.C., Seidman Investment Partnership, L.P., Seidman Investment Partnership II, L.P., Broad Park Investors, LLC, Chewy Gooey Cookies, LP, LSBK06-08, LLC, Lawrence Seidman, clients of Lawrence Seidman, CBPS, LLC, Dennis Pollack, Harold Schechter and Raymond Vanaria, such persons stated that as of December 4, 2009, they beneficially own a total of 3,021,804 shares of our common stock, representing 20.7%Annual Meeting. To vote by proxy, you may use one of the following methods:

·Telephone voting, by dialing the toll-free number and following the instructions on your proxy card.

·Internet voting, by accessing the Internet at the web address stated on the proxy card and following the instructions.
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·Mail, by completing and returning the proxy card in the enclosed envelope. The envelope requires no additional postage if mailed in the United States.

If you hold your shares outstanding as of October 31, 2009, as disclosed in “street name”, i.e., through a broker or other custodian, you must follow the Company’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission (“SEC”) on November 9, 2009.  Seidman and Associates, L.L.C., Seidman Investment Partnership, L.P., Seidman Investment Partnership II, L.P., LSBK06-08, LLC and Lawrence Seidman have an address of 100 Misty Lane, Parsippany, New Jersey 07054.  Mr. Seidman also has an address of 19 Veteri Place, Wayne, New Jersey 07470.  Broad Park Investors, L.L.C. and Chewy Gooey Cookies, L.P. have an address of 80 Main Street, West Orange, New Jersey 07052.  Mr. Pollack has an address of 825 Third Avenue, New York, New York 10022.  Mr. Schechter has an address of 34 33rd Street, New York, New York 10001.  Mr. Vanaria has an address of 155 North Dean Street, Englewood, New Jersey 07631.  CBPS, LLC has an address of One Rockefeller Plaza, New York, NY 10020.


We are not aware of any other personvoting instructions provided to you by your broker or entity that ownedcustodian.

Can I change my vote after I return my proxy card?

Any shareholder of record or beneficially more than five percent of our outstanding common stock as ofhas the record date.


If you execute a proxy card, you maypower to revoke yourtheir proxy at any time before it is exercised by either:

voted. You may revoke your proxy before it is voted at the Annual Meeting by:

·submittingvoting again by telephone or the Internet, or completing a new proxy card with a later dated signed proxy before the annual meeting is conducted; ordate – your latest vote will be counted;

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·filing awith the Secretary of the Company written notice of revocation with our corporate Secretary either prior to the annual meeting or while the annual meeting is in progress but prior to the voting of your proxy:such revocation; or

·submitting a written ballot atparticipating in the annual meeting.virtual Annual Meeting and voting online.

All proxy cards that are properly executed and not revoked will be voted as specified in the proxy card. If

What constitutes a proxy is signed but no specification is given, the proxy will be voted in favorquorum for purposes of the Board’s nominees for election toAnnual Meeting?

The presence at the Board and in favorAnnual Meeting online or by proxy of Proposals 2, 3 and 4.


Center Bancorp, which we refer to from time to time in this proxy statement as the “Company”, will bear the cost of soliciting proxies. In addition to our soliciting proxies by use of the mail, our officers and employees or officers or employees of our bank subsidiary may solicit proxies by telephone, telegraph or personal interview, with nominal expense to us. We will also pay the standard charges and expenses of brokerage houses or other nominees or fiduciaries for forwarding proxy soliciting material to the beneficial owners of shares. 

If holders of a majority of the voting power of all outstanding shares of our common stock areCommon Stock entitled to vote shall constitute a quorum for the transaction of business. Proxies marked as abstaining (including proxies containing broker non-votes) on any matter to be acted upon by shareholders will be treated as present in person or by proxy,at the meeting for purposes of determining a quorum but will not be counted as votes cast on such matters.

Why is it important to vote my shares?

If we willdo not have a quorum which means thatpresent at the Annual Meeting, we will be ableneed to transact business atadjourn the annual meeting.  The election ofmeeting to solicit additional proxies. This will cause additional expense and delay for the Company.

What vote is required to approve each item?

Pursuant to the New Jersey Business Corporation Act (“NJBCA”), directors will requireare elected by the affirmative vote of a plurality of the common stock represented and entitled to votevotes cast. Notwithstanding the foregoing, in accordance with the Company’s Bylaws, each of the Company’s directors has submitted an irrevocable resignation from the Board, which shall become effective in the event such director does not receive at the annual meeting.  In other words, the eleven persons who receive the highest number of votes will be deemed elected to our Board.  The ratification of Proposals 2, 3 and 4 will be approved ifleast a majority of the votes cast in any uncontested election. In such event, the director’s resignation will become effective at the annual meetingearlier of (i) the selection of a replacement director by shareholders represented and entitledthe Board of Directors, or (ii) 90 days after certification of such stockholder vote. Accordingly, in the event that a nominee for re-election to vote at the annual meeting are “for” this proposal.  If any other matters are submittedBoard receives a plurality of the votes cast, but not a majority, he or she shall be re-elected to shareholders at the annual meeting,Board under the provisions of the NJBCA, but his or her service shall continue only until such matters will be deemed “approved” if they receiveresignation becomes effective. Therefore, as a practical matter, re-election to a new term on the Board requires the affirmative vote of a majority of the votes cast at the annual meeting by shareholders representedAnnual Meeting.

The nonbinding resolution with respect to executive compensation, together with the proposal for the adoption of the amendment to the Company’s Certificate of Incorporation and entitled tothe proposal for the ratification of the appointment of the independent registered public accountants, require the affirmative vote at the annual meeting.


For purposes of determininga majority of the votes cast at the Annual Meeting by shares represented online or by proxy.

Summary of the Proposals

2

How does the Board recommend that I vote my shares?

Unless you give other instructions on your proxy card, the persons named as proxies on the card will vote in accordance with the recommendations of the Board of Directors. The Board’s recommendation is set forth together with the description of each item in this Proxy Statement. In summary, the Board recommends a vote:

·FOR the directors’ nominees to the Board of Directors;
·FOR approval of the non-binding resolution with respect to executive compensation;
·FOR approval of the amendment to the Certificate of Incorporation to increase the number of authorized shares of common stock; and
·FOR ratification of the appointment of Crowe LLP as the Company’s independent registered public accountants for the fiscal year ending December 31, 2021.

With respect to any matterother matters that properly come before the Annual Meeting, the proxy holders will vote as recommended by the Board of Directors or, if no recommendation is given, in their own discretion in the best interests of the Company. At the date this Proxy Statement went to press, the Board of Directors had no knowledge of any business other than that described in this proxy statement that would be presented for consideration at the annual meeting, weAnnual Meeting.

Who will only count those votes which are cast “for” or “against”. Webear the expense of soliciting proxies?

The Company will count abstentions and broker non-votes solely forbear the purposecost of determining whether a quorum is present atsoliciting proxies. In addition to the annual meeting.  Broker non-votes occur when brokers who hold their customers’ shares in street name submitsolicitation by mail, proxies for such shares on some matters, but not others.  Generally, this would occur when brokers have not received any instructions from their customers.  In these cases, the brokers, as the holders of record, are permitted to vote on “routine” matters, which typically include the ratification of the independent registered public accounting firm, but not on non-routine matters. Effective January 1, 2010, brokers are no longer permitted to vote on the election of directors without instructions from their customers.


PROPOSAL 1

ELECTION OF DIRECTORS

Our By-Laws provide that our Board will consist of not less than five nor more than twenty-five members. The exact number of directors is fixed and determined from time to time by resolution of the full Boardmay be solicited personally or by resolutiontelephone, facsimile or electronic transmission by our employees. In addition, we have retained Laurel Hill Advisory Group, LLC at an estimated cost of $6,500 plus reimbursement of out-of-pocket expenses, including per call fees for each call made, to assist in the shareholders at any annual or special meeting.  Our Board has setsolicitation of proxies. We also have agreed to indemnify Laurel Hill Advisory Group, LLC against certain liabilities in connection with this proxy solicitation.

Why is the numberCompany amending its Certificate of directors at eleven. Our entire Board will standIncorporation?

The Company’s Certificate of Incorporation currently authorizes up to 50 million shares of Common Stock, and approximately 42.5 million shares are presently issued and outstanding. As a result, there are only approximately 7.5 million shares available for re-election this year for a one year term.


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Since the adoption of the Sarbanes-Oxley Act in July 2002, there has been a growing public and regulatory focus on the independence of directors. In response, Nasdaq adopted amendments to its definition of independence. Additional requirements relating to independence are imposed by the Sarbanes-Oxley Act with respect to members of the Audit Committee. As noted below, our Board has determined that the members of the Audit Committee satisfy all applicable definitions of independence. Our Board has also determined that the following members of our Board (including all members of our Nominating and Compensation Committees) satisfy the Nasdaq definition of independence: Alexander A. Bol, John J. DeLaney, Jr., James J. Kennedy, Howard Kent, Phyllis S. Klein, Elliot I Kramer, Harold Schechter, Lawrence Seidman, William A. Thompson and Raymond Vanaria.

Center Bancorp does not contemplate that any nominee will be unable to serve as a directorfuture issuance for any reason. Each of our Board’s nominees has agreed to serve if elected. However, in the event that onepurposes, including future acquisitions, raising capital, or more of our Board’s nominees should be unable to stand for election, discretionary authority is reserved to cast votes for the election of a substitute or substitutes selected by our Board of Directors and all proxies eligible to be voted for our Board’s nominees will be voted for suchany other person or persons. Each of the nominees is also a member of the Board of Directors of our subsidiary, Union Center National Bank (the “Bank” or “UCNB”).

The following table sets forth, for the nominees to our Board of Directors, their principal occupations for at least the past five years, their ages, the year in which they became a director of Center Bancorp and UCNB, director positions held currently or at any time during the last five years, the number of shares of our common stock which they beneficially owned as of January 31, 2010 and their percentage of common stock ownership as of January 31, 2010:

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Name Occupation Age 
Director
Since
 
Shares of
Common Sock
Held
Beneficially
Directly and
Indirectly
  
Percent
of
Shares
Outstanding
 
             
Alexander A. Bol Owner, Alexander  62 1994  123,827(a)  0.85 
  A. Bol A.I.A.             
  (architectural firm);             
  Chairman of the Board             
  of Center Bancorp and             
  UCNB (2001-Present)             
                
John J. DeLaney, Jr. Shareholder, Lindabury,  55 2006  9,089   0.06 
  McCormick,Estabrook             
  & Cooper, P.C. (successor to             
  Cooper  Rose & English, LLP)             
  (law firm); Mayor of Morristown,             
  New Jersey (1998-2005)             
                
James J. Kennedy Managing Partner,  54 2000  66,817   0.46 
  KV Solar, LLC             
  (energy conservation             
  design and installation             
  firm) (2006-2008);             
  Managing Partner,             
  KV1 Asset Management, LLC             
  (hedge fund management             
  company)(1998-Present)             
                
Howard Kent Member, Real  62 2008  134,381(b)  0.92 
  Estate Equities Group,             
  LLC (real estate investment             
  and management             
  business)             
                
Phyllis S. Klein Partner, Donahue, Hagan, Klein,  48 March 25, 2010  -   - 
  Newsome & O’Donnell, P.C.             
  (law firm)             
                
Elliot I. Kramer Shareholder,  58 2008  1,989   0.01 
  Goldman & Kramer PC             
  (law firm)             
                
Nicholas Minoia Member, Diversified  54 2009  10,840   0.07 
  Properties, L.L.C.             
  (full-service real estate             
  group)             
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Harold Schechter Chief Financial  65 2007  9,055   0.06 
  Officer, Global Design             
  Concepts, Inc. (importer             
  and distributor of accessories             
  and handbags) (2005-Present)             
                
Lawrence B. Manager of  62 2007  3,050,198(c)  20.93 
Seidman various investment             
  funds; Also a director of Stonegate             
  Bank (January 2009-Present)             
                
William A. General Manager,  52 1994  80,922(c)(d)  0.56 
Thompson Uniselect USA             
  (auto parts distributor)             
  (2007-Present); Vice             
  President of Thompson & Co.             
  (auto parts distributor)             
                
Raymond Vanaria Member,  Malesardi,  51 2007  54,347(c)(e)  0.37 
  Quackenbush,             
  Swift & Company, LLC             
  (accounting firm)             
(a)Includes 2,342 shares owned by Mr. Bol’s spouse.
(b)Includes 114,303 shares owned jointly with Mr. Kent’s spouse.
(c)See the description above regarding the 13D filing made by Mr. Seidman and others.  The shares reflected in the table above for Mr. Schechter and Mr. Vanaria do not include any shares other than shares directly owned by them.  The shares reflected in the table for Mr. Seidman reflect all shares beneficially owned by the persons named in the 13D filing as of January 31, 2010.
(d)Includes 13,936 shares held by Mr. Thompson’s spouse and children.
(e)Includes 3,685 shares held by Mr. Vanaria’s spouse.

The shares set forth in the table above include the following number of shares subject to options exercisable by April 1, 2010: Mr. Bol, 9,508 shares; Mr. DeLaney, 4,340 shares; Mr. Kennedy, 53,615 shares; Mr. Kent, 868 shares; Ms. Klein, 0 shares; Mr. Kramer, 868 shares; Mr. Minoia, 0 shares; Mr. Schechter, 2,604 shares; Mr. Seidman, 2,604 shares; Mr. Thompson, 7,813 shares; and Mr. Vanaria, 2,604 shares.

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Anthony C. Weagley, our President and Chief Executive Officer, beneficially owned 36,748 shares of our common stock as of January 31, 2010, including 14,226 shares subject to options exercisable by April 1, 2010.  A. Richard Abrahamian resigned as our Chief Financial Officer on January 28, 2010.  He did not beneficially own any shares of our common stock aspermitted purposes. As of the date of his resignation. Ronald Shapiro, our Chief Lending Officer, beneficially owned 6,116 shares of our common stock as of January 31, 2010, including 0 shares subject to options exercisable by April 1, 2010. Lori A. Wunder, one of our Senior Vice Presidents, beneficially owned 14,903 shares of our common stock as of January 31, 2010, including 11,150 shares subject to options exercisable by April 1, 2010. William Boylan, another one of our Senior Vice Presidents, beneficially owned 389 shares of our common stock as of January 31, 2010, including 0 shares subject to options exercisable by April 1, 2010.

Phyllis S. Klein was appointed to the Boards of Directors ofthis Proxy Statement, the Company and Union Center National Bank on March 25, 2010.  She did not own anyhas no current plans to issue additional shares, of our common stock on that date or on January 31, 2010.  Also on March 25, 2010, Stephen Mauger was named Vice President, Treasurer and Chief Financial Officer of Center Bancorp.  He did not own any shares of our common stock on that date or on January 31, 2010.

As of January 31, 2010, the total number of shares of our common stock directly and beneficially owned by all of our current directors and executive officers as a group (19 persons) amountedother than pursuant to 3,635,027 shares or 25% of the common stock outstanding, including 126,170 shares subject to options exercisable by April 1, 2010. In addition, as of January 31, 2010, the total number of shares of our common stock directly and beneficially owned by officers of Union Center National Bank (and not Center Bancorp) amounted to 56,164 shares or 0.39% of the common stock outstanding.

There is no family relationship, by blood, marriage or adoption, between any of the foregoing directors and any other officer, director or employee of Center Bancorp or Union Center National Bank.

Our Board’s Compensation Committee consists of Alexander A. Bol (Chairman), John J. DeLaney, Jr., Phyllis S. Klein, Lawrence B. Seidman and William A. Thompson. previously approved equity plans.

The responsibilities of the Compensation Committee are set forth in the Compensation Discussion and Analysis set forth below.


Our Board’s Audit Committee consists of Raymond Vanaria (Chairman), James J. Kennedy, Elliot Kramer, Howard Kent, Harold Schechter and William Thompson. The Audit Committee has been established by our Board of Directors for the purpose of overseeing the accounting and financial reporting processes of Center Bancorp and audits of our financial statements and has responsibility for monitoring our financial reporting systems, reviewing our financial statements, hiring and discharging our independent accountants and supervising the relationship between Center Bancorp and our independent accountants.

Our Board’s Nominating Committee consists of Alexander A. Bol (Chairman),  John J. DeLaney, Jr., James J. Kennedy, Howard Kent, Phyllis S. Klein, Elliot Kramer, Harold Schechter, Lawrence Seidman, William A. Thompson and Raymond Vanaria. For additional information regarding the Nominating Committee, see “Nominating Committee Matters”.

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Our Board’s Executive Committee consists of Alexander A. Bol (Chairman), John J. DeLaney, Jr., James J. Kennedy, Howard Kent, Phyllis S. Klein, Elliot Kramer, Harold Schechter, Lawrence Seidman, William A. Thompson and Raymond Vanaria. The Executive Committee generally performs the functions of the full Board for determinations requiring the vote solely of independent directors.

During 2009, the Compensation Committee met five times, the Audit Committee met eight times, the Nominating Committee met one time, the Executive Committee met two times and our Board of Directors met 12 times. All directors attended at least 75% of the Board and committee meetings that they were required to attend.

Board Leadership Structure and Role in Risk Oversight

The Company currently has, and historically has had, an independent Chairman of the Board, separate from the Chief Executive Officer.  The Board believes it is important to have an independent director in a Board leadership position at all times. Having an independent Chairman enables non-management directors to raise issues and concerns for Board consideration without immediately involving management. The Chairman also serves as a liaison between the Board and senior management.  The Company’s Board has determined that the current structure, an independent Chairman, separate from the Chief Executive Officer, is the most appropriate structure at this time.

The Audit Committee is responsible for overseeing risk management.  The full Board of Directors regularly engages in discussions about risk management and receives reports on this topic from executive management, other officers of the Company and the Chairman of the Audit Committee.  While the Board of Directors oversees risk management, management is responsible for the day-to-day risk management process.  The Company believes that its Board leadership structure supports this approach to risk management.

During 2009, the Company’s Senior Risk Officer evaluated all of the compensation plans in which the Company’s employees, including executive officers, participate, and reported to the Compensation Committee that none individually, or taken together, was reasonably likely to have a material adverse effect on the Company.  No component of compensation was considered to encourage undue risk.  The Compensation Committee accepted the Senior Risk Officer’s report.  See “Compensation Committee Report.”

Board Qualifications
The Board believes it is in the best interests of the Company and its stockholders forto increase the Board to encompass a diverse rangenumber of talent, skill and expertise sufficientauthorized shares of Common Stock to provide soundthe Company with flexibility to consider and prudent guidance with respectplan for future general corporate needs, including, but not limited to, the Company's operationscapital raising, financing transactions, potential merger and interests. However, at all times a majorityacquisition transactions, employee stock or benefit plan needs, stock splits, stock dividends or other general corporate purposes.

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PROPOSAL 1 - ELECTION OF DIRECTORS

The Certificate and By-Laws of the Board mustCompany provide that the number of Directors shall not be "independent directors" as definedless than five (5) or more than twenty-five (25) and permit the exact number to be determined from time to time by the listing requirementsBoard of Directors.

Under our Corporate Governance Guidelines, members of our Board of Directors may not be nominated for a new term on the Board after their 75th birthday. In accordance with this provision, Mr. Alexander A. Bol is retiring from service on our Board and will not stand for election at this meeting. We thank Mr. Bol for his long service to the Company.

We are pleased to announce that Dr. Anson M. Moise has been nominated to serve on our Board of Directors. Dr. Moise is a well-respected anesthesiologist and pain management specialist, operating primarily in the greater New York / New Jersey marketplace as Medical Director and a member of the Nasdaq Global Select Market and any specific requirements established by the Board. Each director also is expected to:

- exhibit high standardsGoverning Board of integrity, commitment and independence of thought and judgment;

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- use his or her skills and experiences to provide independent oversight to the businessHealth of the Company;
- participateEast Ambulatory Surgical Center and as an attending physician in several area hospitals. Dr. Moise also serves as Chairman of YoursDrs, a constructivetelemedicine software company, and collegial manner;
- be willingis active in his community, including as the co-founder of a substance abuse clinic, helping those with addiction to devote sufficient timeopioids and other illicit drugs. We look forward to carrying out hisDr. Moise joining the Board of Directors.

For 2021, there are twelve (12) nominees for Director. There are no arrangements or her duties and responsibilities effectively;

- devote the time and effort necessaryunderstandings between any director, or nominee for directorship, pursuant to learn the businesswhich such director or nominee was selected as a director or nominee.

The Board of Directors of the Company and the Board; and

- represent the long-term interests of all shareholders.
In addition,has nominated for election to the Board of Directors has determined that the Boardpersons named below, each of whom currently serves as a whole must have the right diversity, mix of characteristics and skills for the optimal functioningmember of the Board in its oversightBoard. If elected, each will serve until the 2022 Annual Meeting of the Company.Shareholders, and until his or her replacement has been duly elected and qualified. The Board believes it should be comprised of persons with skills in areas such as:
- finance;
- sales and marketing;
- strategic planning;
- development of strategies for sustainability;
- human resources and diversity;
- safety;
- relevant industries, especially financial and real estate;
- leadership of large, complex organizations;
- legal;
- banking; and
- retail services

In additionDirectors has no reason to the targeted skill areas, the Board looks for a strong record of achievement in key knowledge areasbelieve that it believes are critical for directors to add value to a Board, including:
- Strategy - knowledge of the Company’s business model, the formulation of corporate strategies, knowledge of key competitors and local markets;
- Leadership - skills in coaching senior executives and the ability to assist the CEO in his development;
- Organizational Skills - understanding of strategy implementation, management processes, group effectiveness and organizational design;
- Relationships - understanding how to interact with regulatory agencies, investors, financial analysts, and communities in which the Company operates;
- Functional - understanding of finance matters, financial statements and auditing procedures, technical expertise, legal issues, information technology and marketing; and

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- Ethics - - the ability to identify and raise key ethical issues concerning the activities of the Company and senior management as they affect the business community and society.
As part of its periodic self-assessment process, the Board annually determines the diversity of specific skills and characteristics necessary for the optimal functioning of the Board in its oversight of the Company over both the short- and longer-term. The Board has adopted a policy regarding the director selection process that requires the Nominating Committee to assess the skill areas currently represented on the Board and those skill areas represented by directors expected to retire or leave the Board in the near future against the target skill areas established annually by the Board, as well as recommendations of directors regarding skills that could improve the overall quality and ability of the Board to carry out its function. The Committee then establishes the specific target skill areas or experiences that are to be the focus of a director search, if necessary. Specific qualities or experiences could include matters such as experience in banking, financial or technological expertise, experience in situations comparable to the Company's, leadership experience and relevant geographical experience. The effectiveness of the Board's diverse mix of skills and experiences is considered as part of each Board self-assessment.  See also “Nominating Committee Matters.”
The Board considered the following attributes of its nominees in determining that each is qualified to serve as a director of Center Bancorp:

·The leadership Mr. Bol has provided to Center Bancorp and Union Center National Bank for many years, his knowledge of the banking industry and of the Bank, and his stature in the community led the Board to conclude that this nominee should serve as a director of Center Bancorp.

·Mr. Delaney’s legal background and public service experience led the Board to conclude that this nominee should serve as a director of Center Bancorp.

·Mr. Kennedy’s business and financial experience and sophistication led the Board to conclude that this nominee should serve as a director of Center Bancorp.

·Mr. Kent’s knowledge about, and experience in, the real estate investment and management business led the Board to conclude that this nominee should serve as a director of Center Bancorp.

·Ms. Klein’s legal background and experience as a partner with the law firm of Donahue, Hagan, Klein, Newsome & O’Donnell, P.C. for thirteen years, and her education (a BA degree from the University of Delaware and a JD from New York Law School), led the Board to conclude that this nominee should serve as a director of Center Bancorp.

·Mr. Kramer’s legal background and experience, gained through his many years of practice, led the Board to conclude that this nominee should serve as a director of Center Bancorp.

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·Mr. Minoia’s experience as a principal of a full-service real estate group and his knowledge about the real estate market led the Board to conclude that this nominee should serve as a director of Center Bancorp.

·Mr. Schechter’s financial acumen and experience as a chief financial officer of an import and distribution business, and his ability to understand complex financial matters, led the Board to conclude that this nominee should serve as a director of Center Bancorp.

·Mr. Seidman’s financial background and experience as a manager of various investment funds over many years, and his knowledge of the banking industry, led the Board to conclude that this nominee should serve as a director of Center Bancorp.

·Mr. Thompson’s management and business experience led the Board to conclude that this nominee should serve as a director of Center Bancorp.

·Mr. Vanaria’s knowledge of financial and accounting matters, and his ability to understand and analyze complex financial issues, gained during his many years as an accountant, led the Board to conclude that this nominee should serve as a director of Center  Bancorp.

The biographiesany of the nominees are contained in the table of nominees set forth above under “Proposal 1 - Election of Directors”.

EXECUTIVE COMPENSATION

Compensation Discussion and Analysis

General

As part of the SEC’s executive compensation disclosure requirements, issuers must provide a “Compensation Discussion and Analysis” in which issuers explain the material elements of their compensation of executive officers by describing the following:

·the objectives of the issuer’s compensation programs;
·the conduct that the compensation programs are designed to reward;
·the elements of the compensation program;
·the rationale for each of the elements of the compensation program;
·how the issuer determines the amount (and, where applicable, the formula) for each element of the compensation program; and
·how each element and the issuer’s decisions regarding that element fit into the issuer’s overall compensation objectives and affect decisions regarding other elements of the compensation program.

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Our compensation philosophy is dictated by the Compensation Committee of our Board of Directors. The duties and responsibilities of the Compensation Committee, which consists entirely of independent directors of the Board, are to:

·provide guidance regarding the design of our employee benefit plans;

·oversee the investments of our 401(k) plan and qualified pension plan;

·establish the compensation of our chief executive officer, subject to the terms of any employment agreement;

·with input from our chief executive officer, establish or recommend to our Board the compensation of our other executive officers, subject to the terms of any existing employment agreements; and

·monitor our overall compensation policies and employee benefit plans.

Our chief executive officer participates in determinations regarding the compensation and design of our benefit programs for all employees, but does not participate in setting his own compensation.

Our Compensation Objectives and the Focus of Our Compensation Rewards

We believe that an appropriate compensation program should draw a balance between providing rewards to executive officers while at the same time effectively controlling compensation costs.  We reward executive officers in order to attract highly qualified individuals, to retain those individuals in a highly competitive marketplace for executive talent and to incentivize them to perform in a manner that maximizes our corporate performance. Accordingly, we have sought to structure our executive compensation with a focus on pay-for-performance.  We seek to offer executive compensation programs that align each individual’s financial incentives with our strategic direction and corporate values.

We view executive compensation as having three key elements:

·a current cash compensation program consisting of salary and cash bonus incentives;

·long-term equity incentives reflected in grants of stock options and/or restricted stock; and

·other executive retirement benefits and perquisites.

These programs aim to provide our executives with an overall compensation package that is competitive with comparable financial institutions, and aligns individual performance with our long-term business objectives.

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We annually review our mix of short term performance incentives versus longer term incentives, and incorporate in our compensation reviews the data from studies performed as to appropriate competitive levels of compensation and benefits.  We do not have set percentages of short term versus long term incentives.  Instead, we look to provide a reasonable balance of those incentives.

We also periodically “benchmark” our compensation programs to industry available databases and to a peer group.  The process has involved hiring independent compensation consulting firms to perform studies that employ the following processes:

·gathering data from industry specific global and regional compensation databases based upon company size for each executive position;

·determining an appropriate peer group of financial institutions based upon similar size and geography;

·developing data points for salary and total cash compensation comparisons and equity opportunities;

·averaging peer group and database statistics together to produce a relevant “market” at the data points for salary, total cash compensation and equity and comparing our positions to the “market” data;

·evaluating other compensation components, including executive benefits as compared to competitive standards; and

·comparing our compensation levels to the “market” and determining our relative positioning for competitiveness as to salary, total cash compensation and non-cash compensation.

We did not engage in any benchmarking analyses during 2009.
Although we gain considerable knowledge about the competitiveness of our compensation programs by conducting periodic studies, we recognize that each financial institution is unique and that significant differences between institutions in regard to executive compensation practices exist.  We believe that the combination of executive compensation programs that we provide fulfill our objectives of providing a competitive level of compensation and benefits in order to attract and retain key executives.  We also believe that our incentive programs appropriately reward performance to achieve profitability and growth while at the same time allowing us to maintain controls over our compensation costs.

Historically, our policy for allocating between long-term and currently paid compensation has been to ensure adequate base compensation to attract and retain personnel, while providing incentives to maximize long-term value for our company and our shareholders. Likewise, we provide cash compensation in the form of base salary to meet competitive salary norms and, when appropriate, we have rewarded good performance on an annual basis in the form of bonus compensation.  We have provided non-cash compensation to reward superior performance against specific objectives and long-term strategic goals.  Our compensation package for 2009 for the executive officers named in the Summary Compensation Table below ranged, as a percentage of total compensation, from 95.4% to 86.9% in cash compensation and 13.1% to 4.6% in non-cash compensation, including benefits.  No equity awards were granted in 2009.

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See “Other Compensation Committee Matters-Consultants” for a description of the consulting services that were provided to us in 2009.

Impact of our Participation in the Treasury’s Capital Purchase Program

In response to unprecedented market turmoil, the Emergency Economic Stabilization Act (“EESA”) was enacted on October 3, 2008.  Under EESA, the United States Treasury (the “Treasury”) established the TARP Capital Purchase Program, pursuant to which the Treasury purchases preferred stock and warrants from financial institutions. On January 12, 2009, the Treasury purchased $10,000,000 of our non-convertible preferred stock (the “Preferred Shares”) under the TARP Capital Purchase Program.
Participants in the TARP Capital Purchase Program were required to accept several compensation-related limitations associated with this Program. In January 2009, five of our executive officers (Messrs. Weagley, Abrahamian, Shapiro and Boylan and Ms. Wunder) agreed in writing to accept the compensation standards in existence at that time under the TARP Capital Purchase Program and thereby cap or eliminate some of their contractual or legal rights. The provisions agreed to were as follows:

·
No golden parachute payments.    The term “golden parachute payment” under the TARP Capital Purchase Program (as distinguished from the definition under the Stimulus Act referred to below) refers to a severance payment resulting from involuntary termination of employment, or from bankruptcy of the employer, that exceeds three times the terminated employee’s average annual compensation over the five years prior to termination. Our senior executive officers have agreed to forego all golden parachute payments for as long as they remain “senior executive officers” (the CEO, the CFO and the three highest-paid executive officers other than the CEO and CFO) and the Treasury continues to hold the equity or debt securities that we issued to it under the TARP Capital Purchase Program (the period during which the Treasury holds those securities is referred to by us as the “CPP Covered Period”).

·
Clawback of Bonus and Incentive Compensation if Based on Certain Material Inaccuracies.     Our senior executive officers agreed to a “clawback provision”.  Any bonus or incentive compensation paid to them during the CPP Covered Period is subject to recovery or “clawback” by us if the payments were based on materially inaccurate financial statements or any other materially inaccurate performance metric criteria. The senior executive officers acknowledged that each of our compensation, bonus, incentive and other benefit plans, arrangements and agreements (including golden parachute, severance and employment agreements) (collectively, “Benefit Plans”) with respect to them was deemed amended to the extent necessary to give effect to such clawback and the restriction on golden parachute payments.

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·
No Compensation Arrangements that Encourage Excessive Risks.  We are required to review our Benefit Plans to ensure that they do not encourage senior executive officers to take unnecessary and excessive risks that threaten the value of our company. To the extent any such review requires revisions to any Benefit Plan with respect to our senior executive officers, they agreed to negotiate such changes promptly and in good faith
During the CPP Covered Period, we are not permitted to take federal income tax deductions for compensation paid to the senior executive officers in excess of $500,000 per year, subject to certain exceptions.

On February 17, 2009, the American Recovery and Reinvestment Act of 2009 (the “Stimulus Act”) was enacted. The Stimulus Act contains several provisions designed to establish executive compensation and governance standards for financial institutions (such as us) that received or will receive financial assistance under TARP. In certain instances, the Stimulus Act modified the compensation-related limitations contained in the TARP Capital Purchase Program; however, the Stimulus Act also created additional compensation-related limitations and directed the Treasury to establish standards for executive compensation applicable to participants in TARP. In their January 2009 agreements, our executives did not waive their rights with respect to the provisions implemented by the Stimulus Act; other employees now covered by these provisions were not asked and did not agree to waive their rights. The compensation-related limitations applicable to us which have been added or modified by the Stimulus Act are as follows:

·
No severance payments.     Under the Stimulus Act, the term “golden parachutes” is defined to include any severance payment resulting from involuntary termination of employment, except for payments for services performed or benefits accrued. Under the Stimulus Act, we are prohibited from making any severance payment to our “senior executive officers” (defined in the Stimulus Act as the five highest paid senior executive officers) and our next five most highly compensated employees during the period that the Preferred Shares are outstanding.

·
Recovery of Incentive Compensation if Based on Certain Material Inaccuracies. The Stimulus Act contains the “clawback provision” discussed above but extends its application to any bonus awards and other incentive compensation paid to any of our senior executive officers and our next 20 most highly compensated employees during the period that the Preferred Shares are outstanding that is later found to have been based on materially inaccurate financial statements or other materially inaccurate measurements of performance.

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·
No Compensation Arrangements that Encourage Earnings Manipulation.    Under the Stimulus Act, during the period that the Preferred Shares are outstanding, we are prohibited from entering into compensation arrangements that encourage manipulation of our reported earnings, or that provide incentives to take unnecessary or excessive risks, to enhance the compensation of any of our employees.

·
Limit on Incentive Compensation.     The Stimulus Act contains a provision that prohibits the payment or accrual of any bonus, retention award or incentive compensation to our highest paid employee (presently, Mr. Weagley) while the Preferred Shares are outstanding other than awards of long-term restricted stock that (i) do not fully vest while the Preferred Shares are outstanding, (ii) have a value not greater than one-third of the total annual compensation of such employee and (iii) are subject to such other restrictions as will be determined by the Treasury. The prohibition on bonuses does not preclude payments required under written employment contracts entered into on or prior to February 11, 2009.

·
Compensation and Human Resources Committee Functions.     The Stimulus Act requires that our Compensation Committee be comprised solely of independent directors and that it meet at least semiannually to discuss and evaluate our employee compensation plans in light of an assessment of any risk posed to us from such compensation plans.

·
Compliance Certifications.     The Stimulus Act requires an annual written certification by our chief executive officer and chief financial officer with respect to our compliance with the provisions of the Stimulus Act.

·
Treasury Review of Excessive Bonuses Previously Paid.     The Stimulus Act directs the Treasury to review all compensation paid to our senior executive officers and our next 20 most highly compensated employees to determine whether any such payments were inconsistent with the purposes of the Stimulus Act or were otherwise contrary to the public interest. If the Treasury makes such a finding, the Treasury is directed to negotiate with us and the applicable employee for appropriate reimbursements to the federal government with respect to the compensation and bonuses.

·
Say on Pay.     Under the Stimulus Act, we are required to have a “say on pay vote” by the shareholders on executive compensation at our shareholder meetings during the period that the Preferred Shares are outstanding. As was the case for last year’s annual meeting of shareholders, this requirement will apply to our 2010 annual meeting of shareholders.  See “Proposal 3.”
Specific Elements of Our Compensation Program

We have described below the specific elements of our compensation program for executive officers.

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Salary. While consolidation continues within the banking industry, and recent experience continues to demonstrate that there remains a limited supply of qualified experienced executives, we believe that it is important that we retain a competitive salary structure in order to retain our existing qualified officers and maintain a base pay structure consistent with the structures utilized for the compensation of similarly situated executives in the industry and at similarly sized institutions. We maintain salary guidelines for our executive officers as part of a structured salary pay scale that is reviewed periodically based upon industry standards developed through studies by independent compensation consulting firms engaged by our Compensation Committee for that purpose. We believe that a key objective of our salary structure is to maintain reasonable “fixed” compensation costs by targeting base salaries at a competitive average, taking into effect performance as well as seniority.

Certain of the officers named in our Summary Compensation Table below (each of the officers named in that table are referred to in this proxy statement as our “Named Officers”) who continuebe unavailable to serve as our executive officers were parties to employment agreements that establish base salary levels. From year-to-year, the Named Officers’ salary levels subject to those employment agreements may be increased, but may not be decreased. Other executive officers are employed at will but in certain instances have a change in control agreement that provides for additional compensation in the event of the termination of their employment in connection with certain business combinations.

Mr. Weagley’s employment agreement entitled him to receive $25,000 of our common stock on December 31, 2009 as part of his annual compensation in lieu of salary. This grant was made in January 2010 and, accordingly, is not included in the tables contained in this proxy statement.  The grant was effected under our 2009 Equity Incentive Plan.

Short-Term Incentive Compensation. We maintain an Achievement Incentive Plan, which we refer to as our “AIP”. Our AIP is designed to motivate the plan participants and to correlate total cash compensation to performance in a manner designed to provide meaningful incentives for executive officers in general and to provide competitive levels of total cash compensation. Under the terms of the AIP, our officers are eligible to receive incentive pay for performance. For our Chief Executive Officer, Anthony C. Weagley, performance goals relate solely to the performance of Center Bancorp and its subsidiaries. For all other participants, goals relate both to individual performance and overall corporate performance. Individual performance goals vary by officer job function and are adjusted each year based upon our tactical and strategic objectives. The extent to which we achieve our corporate goals and profitability as compared to budget, are factors considered in the corporate performance portion of our AIP. Under the AIP, performance goals at both the Bank-wide level and the individual performance level are impacted by subjective factors and by substantial discretion within the Compensation Committee. Thus, for example, while the bank-wide portion of the performance goals are tied to Union Center National Bank’s strategic plan and budget, after year-end, the Compensation Committee examines not only whether the Bank has reached targeted budget goals but also how the Bank reached the levels that it actually reached. If, in fact, the Bank reaches a budget goal but does so in a manner that is not consistent with certain specific objectives reflected in the strategic plan, bonus amounts payable with respect to bank-wide performance may be reduced or eliminated.

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The targeted incentive performance levels under our AIP are established after consideration of industry practices and norms gathered from our periodic benchmarking studies. For 2009, targeted awards as a percentage of salary were: for the Chief Executive Officer: 30%, Senior Vice Presidents: 20%, Vice Presidents: 15%, and Assistant Vice Presidents and Assistant Cashiers: 10%. Based upon actual performance, up to 140% of the targeted award percentage may be achieved. Participants are determined annually by the CEO and approved by the Board of Directors and are assigned specific objectives throughout the year which comprise the individuals’ respective “personal” goals. These personal goals typically represent at least 50% of the total available payout, and can range to up to 100% of the total available payout under the plan. “Bank” goals may account for up to 50% of the total payout, but are typically no more than 25% of the total available payout. For 2009 and until the repayment to the Treasury of the TARP Capital Purchase Program investment, the Chief Executive Officer is not eligible to participant in the AIP due to prohibitions applicable to participants in the TARP Capital Purchase Program.
For 2009, one or more of the following performance criteria for Center Bancorp and its subsidiaries was specified for each executive who participated in the AIP:
Bank Goals and Objectives:
·Achievement of the Budget (Net income target of $5.1 million)
·Return on Equity (Target of 6.23%)
·Efficiency Ratio (68% based on plan)
·Employee Turnover (25% or less)
·Deposit Growth (Target level of $747.7 million)
·Loan Growth (Target level of $755.9 million)
·Satisfactory Examination Results
·Achieving Strategic Planning Objectives
Individual Goals and Objectives (which are designed to drive achievement of the targets described above) for 2009 included:
·Increasing Capital and Replacing Cash
·Reducing High Cost Borrowings
·Maintaining or Improving the Bank’s Regulatory Ratings
·Profitability
·Systems uptime (maintaining systems uptime to both internal end users and clients)
·Completion of Strategic Computer Conversions to Outsourced Vendors
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During 2009, the Company also maintained a Loan Incentive Plan. Participants include individual loan executives from the Chief Lending Officer to each individual loan officer who is in good standing and has received satisfactory performance evaluations. This incentive plan provides quarterly cash payments linked to nine different quantifiable measures or production objectives. The plan is tied to Bank-wide and individual performance. The plan provides a pool, based on each individual’s production, used to pay out incentives for quantifiable credit and performance goals which are weighted for the specific profitability and quality measures. The Loan Incentive Plan prohibits or reduces payments to participating executives in the event the delinquency ratio exceeds stated levels, credits deteriorate and/or loan losses increase. Participants in the Loan Incentive Plan may not participate in the AIP. For 2009, the targeted performance goals for all participants in the Loan Incentive Plan included the following:
·      Deposit growth
·      Fee Income Growth
·      New Loans
·      Loan Credit Risk Rating
·      Portfolio ROA
·      Loan Portfolio Delinquencies
·      Loan Review Downgrade in Rating
A participant in the AIP or Loan Incentive Plan must have at least a satisfactory performance appraisal in order to be eligible for an incentive award.
In light of the Company’s 2009 performance, the Compensation Committee and our Board determined that no AIP awards would be granted to our Chief Executive Officer or to any of the other Named Officers with respect to 2009 performance.  Mr. Shapiro and Mr. Boylan received awards under the Loan Incentive Plan.  See the “Summary Compensation Table.”

Long-Term Incentive Compensation.  We provide long-term incentives to the Named Officers through our stock incentive plans. During 2009, our Named Officers became eligible to participate in our 2009 Equity Incentive Plan. We refer to that plan as our “2009 Stock Plan”. From time to time, the Compensation Committee has granted stock options and/or restricted stock awards to our executive officers.  Stock options have been granted at an exercise price equal to the then current market price of our common stock.  Options and restricted stock awards under the 2009 Stock Plan are granted on an ad hoc basis taking into account financial performance and results. No options were granted to our senior executive officers in 2006, 2007, 2008 or 2009.

In 2006, our Board established the Center Bank Open Market Share Purchase Incentive Plan, which we refer to as the “PIP”.  We established the PIP in order to encourage ownership and retention of our common stock by our executive officers.  Under the PIP, any executive officer who applies up to 50% of his or her cash bonus to the purchase of our common stock in the open market will receive an additional cash amount to cover the Federal, State or local income taxes on the portion of the bonus used to make these purchases.  To be eligible for the bonus, the purchased shares must be held by the executive officer for at least 30 days.  Since no cash bonuses were paid to the Named Officers in connection with performance during 2006, 2007, 2008 or 2009, no open market purchases were made under the PIP for those years.

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Other Elements of Compensation for Executive Officers.  In order to attract and retain qualified executives, we provide executives with certain benefits and perquisites, consisting primarily of retirement benefits through our 401(k) Plan, executive life insurance and automobile allowances.  Details of the values of these benefits and perquisites may be found in the footnotes and narratives to the Summary Compensation Table below.

Employment Agreements

For many years, we have had employment agreements with Anthony C. Weagley and Lori A. Wunder. In connection with its review of our employment agreements in 2007 and 2008, our Compensation Committee approved an extension of the term of each of the employment agreements with Mr. Weagley and Ms. Wunder through December 31, 2009.  Although the terms of these agreements were extended until December 31, 2009, the multiple for determining the amount of severance and benefits that the executive would be entitled to receive in the event of a termination without cause or a resignation for “good reason” was limited by our Compensation Committee to two, even if termination of the executive’s employment occurs when there is more than two years remaining in the term.  If, however, the executive’s employment is terminated or he or she resigns for “good reason” following a “Change in Control Event”, then the multiple for determining severance pay and benefits will be three (as was previously provided by their employment agreements). We made similar changes in employment agreements for other executive officers who are not Named Officers.

In 2008, we further amended Mr. Weagley’s employment agreement. Mr. Weagley’s amended and restated employment agreement revised the compensation structure upon termination of employment so that the multiple for determining his severance pay and benefits will be three regardless of whether or not his termination of employment occurs in connection with a Change in Control Event and eliminated a tax gross-up provision which could have added substantial expense in the event that the payment of benefits upon termination were to involve so-called “excess parachute payments.”

Our Compensation Committee has expressed an intention not to enter into formal employment agreements with newly hired or promoted senior vice presidents.  Instead, the Compensation Committee has expressed a desire to enter into change in control agreements with new senior vice presidents. Such agreements generally provide for enhanced compensation in the event that a change in control occurs while the applicable executive officer is employed by us. We entered into a change in control agreement with Ronald Shapiro, our senior lending officer, in July 2008.  See “Executive Compensation - Employment Agreements.”

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Compliance with Sections 162(m), EESA and 409A of the Internal Revenue Code

Section 162(m) of the Internal Revenue Code denies a deduction to any publicly held corporation for compensation paid to certain “covered employees” in a taxable year to the extent that compensation exceeds $1,000,000 for a covered employee. Certain performance-based compensation that has been approved by our shareholders is not subject to this limitation. As a result, stock options granted under our 2009 Stock Plan are not subject to the limitations of Section 162(m). However, restricted stock awards under our 2009 Stock Plan generally will not be treated as performance-based compensation. Restricted stock award grants made to date by us have not been at levels that, together with other compensation, approached the $1,000,000 limit. Also, since we retain discretion over bonuses under the AIP and the Loan Incentive Plan, those bonuses also will not qualify for the exemption for performance-based compensation. The Compensation Committee intends to provide executive compensation in a manner that will be fully deductible for federal income tax purposes, so long as that objective is consistent with overall business and compensation objectives. However, we reserve the right to use our judgment to authorize compensation payments that do not comply with the exemptions in Section 162(m) when we believe that such payments are appropriate and in the best interests of our shareholders, after taking into consideration changing business conditions or the executive officer’s performance.

While our Preferred Shares are outstanding, we are not permitted to take federal income tax deductions for compensation paid to the senior executive officers in excess of $500,000 per year, subject to certain exceptions.

It is also our intention to maintain our executive compensation arrangements in conformity with the requirements of Section 409A of the Internal Revenue Code, which imposes certain restrictions on deferred compensation arrangements.

Summary of Cash and Certain Other Compensation

elected.

The following table sets forth the names, ages, principal occupations, and business experience for all nominees, as well as their prior service on the years ended December 31, 2007, 2008 and 2009, a summaryBoard, if any. Unless otherwise indicated, principal occupations shown for each Director have extended for five or more years.

NOMINEES FOR ELECTION

Name and Position with CompanyAgePrincipal Occupation for Past Five YearsTerm of Office
Since - Expires
Frank Sorrentino III, Chairman of the Board and CEO59Chairman of the Board  & Chief Executive Officer of the Company and the Bank.2014 – 2021
Frank W. Baier, Director55Executive Vice President and Chief Financial Officer of Continental Grain Company, a diversified operating and investment company.  2014 – 2021
Stephen T. Boswell, Lead Independent Director67President  & Chief Executive Officer of Boswell Engineering.2014 – 2021
4
Frank Huttle III, Director67Currently a partner at the law firm of Pashman Stein Walder Hayden P.C. Formerly a partner and of counsel to the law firm of Decotiis, Fitzpatrick, Cole and Giblin.  Formerly the President of Hudson Capital Properties, a real estate management and investment company, and Executive Vice President and General Counsel of Hudson Media Inc., a diversified magazine service and holding company. Mr. Huttle also served as the Mayor of the City of Englewood, New Jersey until December 2018. 2014 –2021
Michael Kempner, Director63President  & Chief Executive Officer, MWWPR.2014 – 2021
Nicholas Minoia, Director65Managing Partner of Diversified Properties and Diversified Realty Advisors, both full service real estate development companies specializing in the development, construction and management of multifamily communities.2009 – 2021
Anson M. Moise, M.D., Nominee41Member, Governing Board of Health East Ambulatory Surgical Center;  Attending Physician, Englewood Hospital Medical Center; Chairman, YourDrs, a telemedicine software enterprise; Attending Physician, Holy Name Medical Center; Owner  & Medical Director, Health East Medical Alliance, Medical Director, Health East Ambulatory Surgical Center; formerly attending physician at Hackensack University Medical Center.Not Applicable
Katherin Nukk-Freeman, Director52Co-founder of Nukk-Freeman  & Cerra PC, a law firm specializing in labor and employment law.2018 – 2021
Joseph Parisi, Jr., Director61Chairman of the Board and CEO of Otterstedt Insurance Agency; Former Mayor, Borough of Englewood Cliffs (November 2005 until January 2016).  2014 –2021
Daniel Rifkin, Director50Managing Partner of Rifkin  & Company, CPA’s, LLP; President of PayServ Corporation; former Vice Chairman of Greater Hudson Bank.2019 - 2021
Mark Sokolich, Director57Mayor of Fort Lee, New Jersey; Managing Partner of Law Office of Mark J. Sokolich, a real estate, zoning and commercial law firm.2020 -2021
William A. Thompson, Director63Managing Director, Spencer Pierce Capital LLC (investment bank) (2015 – present).1994 – 2021

5

No Director of the compensation earned by Anthony C. Weagley, A. Richard Abrahamian and our three other most highly compensated executive officers who were employed by usCompany is also currently a director of a company having a class of securities registered under Section 12 of the Securities Exchange Act of 1934, as of December 31, 2009. Mr. Weagley served as our chief financial officer throughout 2007 and through March 2008 and as our chief executive officer since August 23, 2007. Mr. Abrahamian served as our chief financial officer from March 27, 2008 until the effective date of his resignation, which was February 19, 2010. We referamended, or subject to the executive officers named in this tablerequirements of Section 15(d) of such Act or any company registered as an investment company under the “Named Officers”, we referInvestment Company Act of 1940.

The Company encourages all directors to Center Bancorp as “Center” and we refer to Union Center National Bank as “UCNB.”


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SUMMARY COMPENSATION TABLE

Name and Principal
Position
(a)
 
Year
(b)
 
Salary
($)
(c)
  
Bonus
($)
(d)
  
Stock
Awards
($)
(e)
  
Option
Awards
($)
(f)
  
Non-Equity
Incentive Plan 
Compensation 
(g)
  
Change in
Pension Value
and
Nonqualified
Deferred
Compensation
Earnings
($)
(h)
  
All Other
Compensation
($)
(i)
  
Total
($)
(j)
 
                           
Anthony C. Weagley, 2009  250,000   -   -   -   -   19,973   17,802   287,775 
President and Chief 2008  225,000   -   25,000   -   -   16,657   16,425   283,082 
Executive Officer of Center and UCNB from August 23, 2007 to Present;  Vice President and Treasurer of Center and Sr. Vice President and Cashier of UCNB (prior periods) (Mr. Weagley continued to serve as Chief Financial Officer of Center until March 27, 2008 and as Chief Financial Officer of UCNB until February 2008) 2007  195,312   -   -   -   -   16,089   30,495   241,896 
                                   
A. Richard Abrahamian, 2009  175,100   -   -   -   -   -   8,512   183,612 
Vice President, Treasurer 2008  148,750   10,000   -   -   10,200   -   6,300   175,250 
and Chief Financial Officer of Center, March 27, 2008 to February 19, 2010; Vice President and Treasurer of Center, February 19, 2008 to March 27, 2008; Senior Vice President and Chief Financial Officer of UCNB, February 19, 2008  to February 19, 2010 2007  -   -   -   -   -   -   -   - 
                                   
Lori A. Wunder, 2009  132,612   -   -   -   -   14,295   4,515   151,422 
Vice President of 2008  128,750   -   -   -   7,725   (732)  4,622   140,365 
Center; Senior Vice President of UCNB 2007  125,000   -   -   -   -   15,674   30,540   171,214 
                                   
Ronald M. Shapiro 2009  165,856   -   -   -   50,908   -   15,113   231,877 
Vice President & Senior 2008  132,500   12,500   -   -   29,361   -   6,708   181,069 
Lending Officer of Center and Senior Vice President and Senior Lending Officer of UCNB July 1, 2008 to Present; Vice President of UCNB October 15, 2007 to July 1, 2008 2007  22,279   -   -   -   -   -   -   22,279 
                                   
William J. Boylan 2009  128,925   -   -   -   61,036   -   17,005   206,966 
Vice President of Center 2008  125,000   -   -   -   21,750   -   7,825   154,575 
July 31, 2008 to Present and Senior Vice President of UCNB January 15, 2008 to Present; Vice President of UCNB December 3, 2007 to January 15, 2008 2007  8,750   20,000   -   -   -   -   -   28,750 

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Mr. Abrahamian, Mr. Shapiro and Mr. Boylan first joined UCNB on February 19, 2008, October 15, 2007 and December 3, 2007, respectively. Their compensation is shown for all periods when they were employed by Center or UCNB.  Mr. Abrahamian resigned on January 28, 2010. Mr. Weagley and Ms. Wunder were employed by Center and UCNB for all periods covered byattend the table above; accordingly, the table reflects compensation for Mr. Weagley and Ms. Wunder for all capacities served during such periods.

For us, 2007 was a difficult year.  Accordingly, we did not pay bonuses to anyCompany’s annual meeting. Each then current member of the Named Officers for performance during 2007 and we did not grant stock awards or stock options to anyCompany’s Board of the Named Officers during 2007. Furthermore, the Named Officers did not receive any compensation from non-equity incentive plans with respect to performance during 2007. Both 2008 and 2009 were also challenging, given the extraordinary turmoil in the global economy.  Nevertheless, we were profitable, with a substantial portion of our earnings derived from core operations in 2008 and 2009.  As a result, limited bonus compensation was paid during 2008 to the Named Officers.  Any bonuses granted under the AIP or the Loan Incentive Program are shown in the Non-Equity Incentive Plan Compensation column.  (Such amounts were inadvertently included under the 2008 Bonus column in the 2008 proxy statement, but are correctly reflected in the Non-Equity Incentive Plan Compensation column above.)  For a description of the AIP and the Loan Incentive Plan, see “Compensation Discussion and Analysis.”  We also paid sign-on bonuses with respect to certain new members of senior management in 2007 and 2008.  Earnings for 2009 were impacted by significantly lower short-term interest rates, intense competition for depositsDirectors participated in the Company’s marketplace2020 virtual Annual Meeting of Shareholders.

Required Vote

IN ORDER TO BE ELECTED TO A FULL TERM ON THE BOARD OF DIRECTORS, DIRECTORS MUST RECEIVE THE AFFIRMATIVE VOTE OF A MAJORITY OF THE SHARES VOTING AT THE ANNUAL MEETING. SEE “WHAT VOTE IS REQUIRED TO APPROVE EACH ITEM?” ABOVE.

Recommendation

THE BOARD OF DIRECTORS RECOMMENDS THAT THE SHAREHOLDERS VOTE “FOR” THE NOMINEES SET FORTH ABOVE.

6

CERTAIN INFORMATION ABOUT THE BOARD OF DIRECTORS

Frank Sorrentino III, Chairman of the Board and Chief Executive Officer, 59: Mr. Sorrentino became Chairman and Chief Executive Officer of the Company commencing as of the closing of the Merger with the former ConnectOne Bancorp, Inc. (“Legacy ConnectOne”) on July 1, 2014 (the “Merger”). Prior to this, Mr. Sorrentino served as Chairman and Chief Executive Officer of Legacy ConnectOne and the continuing volatilityBank. Prior to becoming an officer of Legacy ConnectOne and the Bank, Mr. Sorrentino was a founder of the Bank and a builder and construction manager in Bergen County, New Jersey. Through his business contacts in our market, Mr. Sorrentino has been able to bring customers and investors to the Company, and his real estate experience in our market is of great value to the Board. In addition, as the Company’s senior executive officer, his insight on the Company’s operations is invaluable to the Board.

Stephen T. Boswell, Lead Independent Director, 67: Mr. Boswell was a founding organizer of the Bank. His firm, Boswell Engineering, Inc., for which he has served as President and Chief Executive Officer since 1990, is involved in many projects in our market. Through his business activities, Mr. Boswell has a strong sense of business conditions in our market that is invaluable to the Board.

Frank W. Baier, Director, 55: Mr. Baier currently serves as Executive Vice President and Chief Financial Officer of Continental Grain Company, a diversified operating and investment company. Mr. Baier has an extensive background in finance. Mr. Baier also served as Legacy ConnectOne’s Executive Vice President and Chief Financial Officer from July 2011 through September 2012. Mr. Baier’s extensive background and understanding of finance proves invaluable to the Board.

Frank Huttle III, Director, 67: Mr. Huttle was a founding organizer of the Bank. Mr. Huttle is a partner at the law firm of Pashman Stein Walder Hayden P.C., and was formerly a partner and of counsel to the law firm of Decotiis, Fitzpatrick, Cole and Giblin. Mr. Huttle also served as the Mayor of the City of Englewood, New Jersey until December 31, 2018. Prior to entering his legal practice in 1988, he was a Partner with Touche Ross  & Co. Mr. Huttle also served as President of Hudson Capital Properties, a real estate management and investment company, and as Executive Vice President and General Counsel of Hudson Media Inc., a diversified magazine service and holding company. Mr. Huttle’s extensive experience in the financial markets.  No bonuses were paidinsurance, mortgage banking and real estate industries provides valuable insight to the Named Officers during 2009Board.

Michael Kempner, Director, 63: Mr. Kempner was a founding organizer of the Bank. He has over 30 years of public relations and no amounts were paidmarketing experience and has served as President and Chief Executive Officer for MWWPR since 1985. His experience as the head of a locally based media company has proved invaluable to the Named OfficersBoard.

Nicholas Minoia, Director, 65: Mr. Minoia’s experience as a principal of a full-service real estate group and his knowledge about the real estate market led the Board to conclude that Mr. Minoia should serve as a director.

Anson M. Moise, M.D., Board Nominee, 41: Dr. Moise is a physician, graduating from Cornell Medical College and board certified in both anesthesiology and pain management. Dr. Moise currently serves as a member of the Governing Board of the Health East Ambulatory Surgical Center and as an attending physician at several area hospitals. He also serves as the Chairman of YourDrs, a telemedicine software company, and an owner of Health East Medical Alliance. He previously served as the Medical Director, Pain Specialists of New York  & New Jersey. He is the co-founder of a substance abuse clinic, which helps those addicted to opioids and other illicit drugs. Dr. Moise is a long-time resident of our Bergen County market area, with professional experience in both the New Jersey & New York markets. He is deeply committed to the community through his medical practice and affiliations with medical organizations and associations. If elected, this appointment would mark Dr. Moise as the first medical professional to the Company's Board, adding unique professional and social perspective, which will be valuable as the Company grows into a modern financial services company. These factors led the Nominating and Corporate Governance Committee to conclude that Dr. Moise would make a valuable contribution to the Board.

Katherin Nukk-Freeman, Director, 52, Ms. Nukk-Freeman is the co-founder of Nukk-Freeman  & Cerra, P.C. a labor and employment law firm located in New York and New Jersey, as well as the co-founder of SHIFT HR

7

Compliance Training. She has also served on the Board of Directors of the New York Society of Security Analysts (2010-2016), the Advisory Board of the Healthcare Businesswomen’s Association (2009 - 2019), as General Counsel to The Healthcare Marketing  & Communications Council (2005 – 2009), on the Board of Trustees, Susan G. Komen Breast Cancer Foundation, Human Resources Committee (2004 – 2010), the Board of Trustees, The New Jersey Symphony Orchestra; Human Resources Committee (1999-2008) and the Board of Directors of the Commerce and Industry Association of New Jersey (2013 – 2016). Ms. Nukk-Freeman’s expertise in employment law, and best business practices in Human Resources and Diversity, Equity and Inclusion, coupled with her entrepreneurial undertakings, provides the Board with a unique and invaluable perspective.

Joseph Parisi, Jr., Director, 61: Mr. Parisi was a founding organizer of the Bank. Mr. Parisi has served in various roles as account executive, claims executive, branch manager, COO, President and Chief Executive Officer of Otterstedt Insurance Agency since 1979. He also served as Mayor for 2009 under non-equity incentive plans, other than the amounts paidBorough of Englewood Cliffs, New Jersey, from November 2005 to Mr. Shapiro and Mr. Boylan under the Loan Incentive Plan, which are set forthJanuary 2016. His experience in the Non-Equity Incentive Plan Compensation column.


insurance industry and as the former Mayor of a town in our market allow him to provide valuable insight to the Board on conditions affecting our customers.

Daniel Rifkin, Director, 50: Mr. Rifkin has been a certified public accountant since 1993 and, since 1999, has served as the Managing Partner of Rifkin  & Company, CPA’s, LLP. In such role, Mr. Rifkin provides accounting services to both business enterprises and individuals, including tax planning, tax preparation, compilations, audits, and reviews. In addition, he serves as the table above:


·when we referPresident of Payserv Corporation, a payroll processing and human resource management company. Mr. Rifkin is a member of the American Institute of CPAs and the New York State Society of CPAs. Mr. Rifkin joined the Board of Directors in connection with the acquisition by the Company of Greater Hudson Bank, effective as of January 2, 2019. During his tenure at Greater Hudson Bank, he served as Vice Chairman from 2008 until its acquisition, and as Audit Committee Chairman for approximately five years. Mr. Rifkin’s expertise in accounting matters, and as the proprietor of locally owned businesses, provides him with unique perspective valuable to “stock awards,” we are referring to the aggregate grant date fair value computed in accordance with FASB ASC Topic 718.  Pursuant to Mr. Weagley’s employment agreement, he was entitled to receive shares of common stock having a value of $25,000 on December 31, 2009.  As this stock award was actually awarded to Mr. Weagley in January 2010, it is not included in the table above.  Also pursuant to his employment agreement, Mr. Weagley received 3,028 shares of Center Bancorp common stock on December 31, 2008 having a value of $25,000, and this amount is included under the column “Stock Awards” for 2008.  This stock award was fully vested on the grant date;

·when we refer to an “incentive plan”, we are referring to a plan that provides compensation to incentivize performance over a specified period, whether such performance is measured by reference to our financial performance, our stock price or any other performance measure (including individual performance).  A “non-equity incentive plan” is an incentive plan in which benefits are not valued by reference to FAS 123R.  Our AIP and our Loan Incentive Plan are a non-equity incentive plans;

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·when we refer to changes in pension values in column “h” above, we are referring to the aggregate change in the present value of the Named Officer’s accumulated benefit under the Union Center National Bank Pension Plan from the measurement date used for preparing our 2006 year-end financial statements to the measurement date used for preparing our 2007 year-end financial statements (in the case of our 2007 compensation), from the measurement date used for preparing our 2007 year-end financial statements to the measurement date used for preparing our 2008 year-end financial statements (in the case of our 2008 compensation) and from the measurement date used for preparing our 2008 year-end financial statements to the measurement date used for preparing our 2009 year-end financial statements (in the case of our 2009 compensation);

·the Named Officers did not receive any nonqualified deferred compensation earnings during 2007, 2008 or 2009; when we refer to “nonqualified deferred compensation earnings” in this table, we are referring to above-market or preferential earnings on compensation that is deferred on a basis that is not tax-qualified, such as earnings on a nonqualified defined contribution plan;

·“all other compensation” includes the following for 2009:

§for Mr. Weagley: $10,800 represents expense with respect to an automobile allowance; $6,250 represents matching payments that we made under our 401(k) plan; and $752 represents payment for group term-life insurance;
§for Mr. Abrahamian: $7,200 represents expense with respect to an automobile allowance and $1,312 represents payment for group term-life insurance;
§for Ms. Wunder: $3,986 represents matching payments that we made under our 401(k) plan and $529 represents payment for group term-life insurance;
§for Mr. Shapiro: $7,200 represents expense with respect to an automobile allowance; $6,723 represents matching payments that we made under our 401(k) plan; and $1,190 represents payment for group term-life insurance; and
§for Mr. Boylan: $7,200 represents expense with respect to an automobile allowance; $8,645 represents matching payments that we made under our 401(k) plan; and $1,160 represents payment for group term-life insurance.
Grants of Plan-Based Awards

During 2009, our Named Officers did not receive stock awards or stock options.  The amounts under “Estimated Future Payouts Under Non-Equity Incentive Plan Awards” represents the threshold (minimum), target and maximum cash amounts that could have been earned by each Named Officer under the Company’s AIPBoard.

Mark Sokolich, Director, 57: Mr. Sokolich is an attorney and for Mr. Shapiro and Mr. Boylan, the Loan Incentive Plan, if specified performance targets had been attained.  As noneManaging Partner of the AIP targets were attained, no amounts were paid underLaw Office of Mark J. Sokolich, a real estate, zoning and commercial law firm in Fort Lee, New Jersey, which he co-founded. Mr. Sokolich has been the AIPMayor of Fort Lee since 2008 and formerly served on the Fort Lee City Council for 2009.two years. Mr. ShapiroSokolich’s experience as a Mayor with expertise in municipal, redevelopment and real estate law would enable him to provide a dynamic and valuable perspective to the Board. Mr. Boylan received amounts underSokolich joined the Loan Incentive PlanBoard of Directors in 2009.  Those amounts are includedconnection with the acquisition by the Company of Bank of New Jersey, effective as of January 2, 2020.

William A. Thompson, Director, 63: Mr. Thompson’s management and business experience led the Board to conclude that Mr. Thompson should serve as a director.

Diversity Statement

When the Board determines there is a need to fill a director position, we begin to identify qualified individuals for consideration. We seek individuals that possess skill sets that a prospective director will be required to draw upon in order to contribute to the Board, including professional experience, education, and local knowledge.

The Company takes pride in serving one of the most diverse, robust markets in the Summary Compensation Table above.  Fornations. As the Company continues to grow, the Board believes that it is critical to have a descriptionboard composition of varying skill sets, perspectives, experiences, and diverse backgrounds to make for a balanced and effective board that serves as a reflection of the various performance targets, please seecommunities it leads while positioning the descriptionCompany address the evolving needs of the AIP and the Loan Incentive Plan under the Compensation Discussion and Analysis above.


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              All other  All other                                       
              Stock  Option       
              Awards:  Awards:  Exercise  Grant Date 
     Estimated Future Payouts Under Non-  Number of  Number of  or Base  Fair Value 
     Equity Incentive Plan Awards  Shares of  Securities  Price of  of Stock 
  Grant           Stock or  Underlying  Option  and Option 
Name Date  Threshold  Target  Maximum  Units  Options  Awards  Awards 
(a) (b)  ($)(c)  ($)(d)  ($)(e)  (#)(i)  (#)(j)  ($/Sh)(k)  ($)(l) 
                                 
Anthony C. Weagley  —   —   75,000   105,000   —   —   —   — 
                                 
A. Richard Abrahamian  —   —   35,020   49,028   —   —   —   — 
                                 
Lori A. Wunder  —   —   26,522   37,131   —   —   —   — 
                                 
Ronald M. Shapiro  —   —   40,000   52,000   —   —   —   — 
                                 
William J. Boylan  —   —   40,000   52,000   —   —   —   — 

Outstanding Equity Awards at December 31, 2009

organization.

INFORMATION ABOUT THE BOARD OF DIRECTORS AND MANAGEMENT

Security Ownership of Management

The following table sets forth for eachinformation as of April 6, 2021 regarding common stock and other equity securities of the Named Officers, information regarding stock options and unvested stock awards outstanding at December 31, 2009.  As indicatedCompany beneficially owned by all Directors, executive officers described in the table, as of that date, all stock options held by the Named Officers were exercisable and all stock awards were vested.

compensation


Option Awards  Stock Awards 
     
Name 
(a)
 
Number of
Securities
Underlying
Unexercised
Options 
(#) 
Exercisable 
(b)
  
Number of
Securities
Underlying
Unexercised
Options 
(#) 
Non-Exercisable 
(c)
  
Option
Exercise
Price
($)
(e)
  
Option
Expiration
Date
(f)
  
Number of
Shares or Units
of Stock That
Have Not
Vested
(#)
(g)
  
Market Value of
Shares or Units of
Stock That Have Not
Vested
($) 
(h)
 
                   
Anthony C. Weagley  
4,631
9,595
   
0
0
   
8.97
10.64
  
6/20/2012
10/19/2015
   0   0 
                         
A. Richard Abrahamian  0   0   -   -   0   0 
                         
Lori A. Wunder  
4,631
6,519
   0   
8.97
10.64
  
6/20/2012
10/19/2015
   0   0 
                         
Ronald M. Shapiro  0   0   -   -   0   0 
                         
William J. Boylan  0   0   -   -   0   0 

In the table above, we are disclosing:

8
·in column “b”, the number of shares of our common stock underlying unexercised stock options that were exercisable as of December 31, 2009; and

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·in columns “e” and “f”, respectively, the exercise price and expiration date for each stock option that was outstanding as of December 31, 2009.

Options Exercised

table, and Stock Vested


As indicated in the following chart, none of the Named Officers held any stock awards that vested during 2009by all Directors and none of the Named Officers, other than Mr. Weagley, exercised any stock options during 2009.  The phrase “value realized on exercise” represents the number of shares of common stock set forth in column (b) multiplied by the difference between the market price of our common stock on the date of exercise and the Named Officer’s exercise price.

Option AwardsStock Awards
Name 
(a)
Number of Shares
Acquired 
on Exercise
(#) 
(b)
Value 
Realized on 
Exercise 
($)
(c)
Number of
Shares
Acquired
on Vesting
(#) (d)
Value 
Realized on 
Vesting 
($)
(e)
Anthony C. Weagley
1,757
1,650
1,730
3,813
3,614
2,612
--
A. Richard Abrahamian----
Lori A. Wunder----
Ronald M. Shapiro----
William J. Boylan----

Pension Benefits

The following table sets forth, for each of the Named Officers, information regarding the benefits payable under each of our plans that provides for payments or other benefits at, following, or in connection with such Named Officer’s retirement. Those plans are summarized below the following table.  The following table does not provide information regarding tax-qualified defined contribution plans or nonqualified defined contribution plans.

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Name 
(a)
 
Plan
Name 
(b)
 
Number 
of 
Years of 
Credited 
Service 
(#) 
(c)
  
Present 
Value of 
Accumulated 
Benefit 
($) 
(d)
  
Payments 
During 
Last 
Fiscal 
Year 
($)
(e)
 
               
Anthony C. Weagley 
Union Center National Bank
Pension Plan Trust
  23   220,198   — 
                
A. Richard Abrahamian  —  —   —   — 
               
Lori A. Wunder 
Union Center National
Bank Pension Plan Trust
  12   115,536   — 
                
Ronald M. Shapiro  —  —   —   — 
                
William J. Boylan  —  —   —   — 
In the table above:

·we have determined the years of credited service based on the same pension plan measurement date that we used in preparing our audited financial statements for the year ended December 31, 2009; we refer to that date as the “Plan Measurement Date”;

·when we use the phrase “present value of accumulated benefit”, we are referring to the actuarial present value of the Named Officer’s accumulated benefits under our pension plans, calculated as of the Plan Measurement Date;

·the present value of accumulated benefits shown in the table above have been determined using the assumptions set forth in our audited financial statements for the year ended December 31, 2009; and

·column “e” refers to the dollar amount of payments and benefits, if any, actually paid or otherwise provided to the Named Officer during 2009 under our pension plans.

The Union Center National Bank Pension Trust - which we refer to as the “Pension Plan” - is intended to be a tax-qualified defined benefit plan under Section 401(a) of the Internal Revenue Code.  The Pension Plan, which has been in effect since March 15, 1950, generally covers employees of Union Center National Bank and Center Bancorp who have attained age 21 and completed one year of service.  The normal retirement (age 65) pension payable under the Pension Plan is generally equal to 44% of a participant’s highest average compensation over a 5-year period.  Compensation means a participant’s W-2 wages, increased by certain reductions such as 401(k) contributions.  The normal retirement benefit is proportionately reduced if a participant has less than 25 years of service at age 65.  None of our Named Officers was eligible to retire with a normal retirement pension as of December 31, 2009.

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A participant may retire before or after age 65. A participant will qualify for immediate commencement of an early retirement pension if he or she retires after attaining age 60 and completing at least six years of service. A participant who completes five years of service is entitled to a vested pension commencing at normal retirement age or after meeting the early retirement requirements. Early retirement and vested pension benefits are calculated in the same mannerexecutive officers as a normal retirement pension, but are multipliedgroup, and by a fraction the numerator of which is the participant’s years of service and the denominator of which is the number of years of service the participant would have accumulated through normal retirement. Benefits payable priorshareholders known to normal retirement are also subject to adjustment for actuarial equivalence, using age and interest factors specified by the Pension Plan. Based upon their ages and years of service, none of our Named Officers is currently eligible for an early retirement pension under the Pension Plan.

Pension Plan benefits are generally payable in the form of a life annuity or a joint and survivor annuity.  However, a participant may elect to receive his or her pension in a lump sum.  All forms of benefit are actuarially equivalent to a single life annuity form.

Nonqualified Deferred Compensation

The Union Center National Bank Deferred Compensation Plan for Senior Executives and Directors was terminated in 2008.

Stock Option Plans

We currently maintain the 2009 Equity Incentive Plan, under which our Compensation Committee may grant “incentive stock options” as defined under the Internal Revenue Code, non-qualified stock options, restricted stock awards and restricted stock unit awards to employees, including officers, and consultants. We previously maintained our 1999 Employee Stock Incentive Plan and our 1993 Employee Stock Option Plan, both of which have expired. No additional grants may be made under those plans. We adopted all of these plans in order to attract and retain qualified officers and employees and, with respect to the 2009 Equity Incentive Plan, consultants. Under the 1999 Employee Stock Incentive Plan, our Compensation Committee was able to grant incentive stock options, non-qualified stock options and restricted stock awards to our employees, including our officers. Under the 1993 Employee Stock Option Plan, our Compensation Committee was able to grant incentive stock options and non-qualified stock options to our officers and employees.

A total of 400,000 shares of common stock were authorized for issuance under the 2009 Equity Incentive Plan. All of these 400,000 shares were available for future grants as of January 1, 2010. As of December 31, 2009, we had 165 employees, all of whom are eligible to participate in the 2009 Equity Incentive Plan. Future grants under the 2009 Equity Incentive Plan have not yet been determined. No option will be exercisable more than ten years from the date of grant and no option or other award may be granted after March 26, 2019 under our 2009 Equity Incentive Plan.

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We initially had 435,153 shares of our common stock authorized for issuance under the 1999 Employee Stock Incentive Plan (as adjusted for stock splits and stock dividends) and we initially had 633,194 shares authorized for issuance under the 1993 Employee Stock Option Plan (as adjusted for stock splits and stock dividends).

The following table provides information about our common stock that may be issued upon the exercise of options, warrants and rights under our 2009 Equity Incentive Plan, 1999 Employee Stock Incentive Plan, 1993 Employee Stock Option Plan, 1993 Outside Director Stock Option Plan and 2003 Non-Employee Director Stock Option Plan as of December 31, 2009. These plans were our only equity compensation plans in existence as of December 31, 2009. As of December 31, 2009, awards could only be granted under the 2009 Equity Incentive Plan and 2003 Non-Employee Director Stock Option Plan.

Plan Category 
Number of Securities
to be Issued Upon
Exercise of
Outstanding
Options, Warrants
and Rights
(a)
  
Weighted Average
Exercise Price
of Outstanding
Options,
Warrants and
Rights
(b)
  
Number of Securities
Remaining Available
for Future Issuance
Under Equity
Compensation Plans
(Excluding Securities
Reflected in Column
(a))
(c)
 
Equity Compensation Plans Approved by Shareholders  192,002   7.67 – 15.73   1,079,622 
Equity Compensation Plans Not Approved by Shareholders  -   -   - 
Total  192,002   7.67 – 15.73   1,079,622 

Employment Agreements

Anthony Weagley

On April 4, 2008, Anthony Weagley, our current chief executive officer, entered into an amended and restated employment agreement. The agreement provided for a term that expired on December 31, 2009, without any renewal. However, if a Change in Control Event (as defined) occurred during the term of the agreement, the agreement would automatically extend for a period of three years after that event. The agreement provided for a salary of $225,000 per year, the issuance of $25,000 of stock on December 31, 2008 and 2009, participation in our AIP, a car allowance and health and life insurance and benefits under our 401(k) Plan. In the event that Mr. Weagley had been terminated without “Cause” or he terminated with “Good Reason” (each as defined by the agreement), he would be entitled to receive (a) a lump sum severance payment equal to three (3) times the sum of (i) his annual base salary as in effect immediately prior to the termination, (ii) the largest annual cash bonus he ever received or receives from us (the “Weagley Largest Bonus”), (iii) the amount recorded on his W-2 (for the calendar year preceding the calendar year in which the termination occurs) that is attributable to fringe benefits provided to him by us, and (iv) the maximum matching contribution that could have been made under our 401(k) plan if he had remained employed by us for an additional year following the date of termination; (b) a lump sum payment equal to the excess, if any, of (x) the lump sum present value of the benefit that Mr. Weagley would have been entitled to receive under our tax-qualified defined benefit pension plan (the “Pension Plan”) had he continued to be employed by us for an additional three year period following the termination (assuming that he continued during such period to receive a salary equal to the salary in effect on the date of termination and an annual incentive bonus equal to the Weagley Largest Bonus), over (y) the lump sum present value of the benefit that Mr. Weagley is entitled to receive under the Pension Plan as of the date of his termination of employment; (c) in certain circumstances, COBRA coverage for eighteen months; (d) continued life insurance coverage for three years, and (e) acceleration of all unvested stock options. Substantially all of the payments and benefits were conditioned upon Mr. Weagley’s execution, delivery and non-revocation of a general release in favor of Center Bancorp and related parties. As indicated above, the agreement terminated on December 31, 2009.

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Lori Wunder

Lori A. Wunder entered into an employment agreement with us that, as amended and restated as of January 1, 2007, provided for an initial term that expired on December 31, 2009 and contained a renewal provision that, in effect, assured her of at least two years’ notice of termination in the absence of a Change in Control Event (as defined) and three years’ notice of termination in connection with a Change in Control Event. On December 3, 2007, Ms. Wunder agreed to amendments to her employment agreements which provide for a term that expired on December 31, 2009, without any renewal. However, if a Change in Control Event (as defined in her agreement) had occurred during the term of the agreement, the agreement would automatically extend for a period of three years after that event.

Under the December 3, 2007 amendment, effective from January 1, 2008, the Company was obligated to provide Ms. Wunder with an automobile expense reimbursement of forty-four cents per mile based on a daily mileage log for Bank business, but was no longer obligated to provide Ms. Wunder with an automobile as had been required prior to such amendment. Title to the automobile then being driven by and in the possession of Ms. Wunder was transferred from the Bank to Ms Wunder without additional payment by her. The amended employment agreement required the Company to provide Ms. Wunder with life insurance, short and long-term disability insurance health insurance, pension benefits and benefits under the Bank’s 401(k) Plan to the extent that such benefits were provided on December 3, 2007, together with any benefit enhancements that may be added to such plans in the future. The monetary amount of such benefits received by each employee will be in accordance with the terms and conditions of such plans.

The agreement provided that if the employment of Ms. Wunder were terminated without “Cause” or she terminated with “Good Reason” (each as defined by the agreement) during the term, she would receive a lump sum payment equal to two times (three times if the termination was in connection with a Change in Control Event) the sumown at least 5% of the annual rate of salary that she was receiving at the time of terminationCompany’s issued and the largest bonus she ever received from the Company under the AIP.  In addition, she would receive a lump sum payment equal to the difference between the amount of benefits, if any, that she would have accrued under our Pension Plan, as well as the amount of additional contributions that we would have made on her behalf under our 401(k) Plan, had her employment continued for a period of two additional years (three years if the termination was in connection with a Change in Control Event).  Further, any unvested stock options held by Ms. Wunder would become fully vested and the Company would continue health, life and long-term care insurance coverage for her for an additional two years (or three years if the termination was in connection with a Change in Control Event.  As indicated above, the agreement with Ms. Wunder terminated on December 31, 2009.

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Richard Abrahamian and Ronald M. Shapiro

On April 15, 2008, we entered into a change in control agreement with Richard Abrahamian, our former chief financial officer, who resigned from the Company on January 28, 2010. The agreement provided that it would terminate on February 2, 2010, and was not subject to automatic renewal thereafter. However, if a “Change in Control Event” had occurred at any time prior to February 2, 2010, then the term of the change in control agreement would automatically be extended for a period of one year from the date of such Change in Control Event.

On November 21, 2008, we entered into a change in control agreement with Ronald Shapiro, our chief lending officer. The agreement will terminate on July 14, 2010 and is not subject to automatic renewal thereafter. However, if a “Change in Control Event” occurs at any time prior to July 14, 2010, then the term of the change in control agreement will automatically be extended for a period of one year from the date of such Change in Control Event.

The change in control agreements permitted Mr. Abrahamian and permits Mr. Shapiro to resign within 180 days after the occurrence of a Change in Control Event (as defined).  Upon termination of employment by such Named Officer for “Good Reason” (as defined) with respect to a Change in Control Event that occurs during the term of the agreement or upon termination of such Named Officer’s employment by us without “Cause” (as defined) within one year after a Change in Control Event, such Named Officer is entitled to: (a) a lump sum severance payment equal to three (3) times the sum of (i) his annual base salary as in effect immediately prior to the termination, (ii) the largest annual cash bonus he ever received or receives from us (the “Largest Bonus”), (iii) the amount recorded on his W-2 (for the calendar year preceding the calendar year in which the termination occurs) that is attributable to fringe benefits provided to him by us, and (iv) the maximum matching contribution that could have been made under our 401(k) plan if he had remained employed by us for an additional year following the date of termination; (b) a lump sum payment equal to the excess, if any, of (x) the lump sum present value of the benefit that such Named Officer would have been entitled to receive under our Pension Plan had he continued to be employed by us for an additional three year period following the termination (assuming that he continued during such period to receive a salary equal to the salary in effect on the date of termination and an annual incentive bonus equal to the Largest Bonus), over (y) the lump sum present value of the benefit that such Named Officer is entitled to receive under the Pension Plan as of the date of his termination of employment; (c) in certain circumstances, COBRA coverage for eighteen months; (d) continued life insurance coverage for three years, and (e) acceleration of all unvested stock options.  Substantially all of the payments and benefits are conditioned upon such Named Officer’s execution, delivery and non-revocation of a general release in favor of Center Bancorp and related parties.  The agreement with Mr. Abrahamian has terminated.

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General

The employment agreement for Ms. Wunder contained a “gross up” provision which provided for additional payments in the event that any amounts payable or benefits provided to her pursuant to her employment agreement were subject to certain excise taxes imposed by Section 4999 of the Internal Revenue Code. The agreements for Messrs. Weagley an Abrahamian provided, and for Mr. Shapiro, provides for a reduction in benefits if necessary to assure that the compensation payable thereunder is not subject to such excise taxes.

Had Mr. Weagley, Mr. Abrahamian, Ms. Wunder or Mr. Shapiro been involuntarily terminated as of December 31, 2009 in connection with a Change in Control Event, the approximate amounts that Mr. Weagley and Ms. Wunder would have been entitled to receive under their respective employment agreements, and the approximate amounts that Mr. Abrahamian and Mr. Shapiro would have been entitled to receive under their respective change in control agreements, based upon their compensation for 2009 and disregarding any restrictions on severance payments applicable while we remain a participant in the TARP Capital Purchase Program, are: for Mr. Weagley: $963,940; for Ms. Wunder: $515,807; for Mr. Abrahamian: $619,855; and for Mr. Shapiro: $683,782. Mr. Weagley also would have been entitled to the same approximate amount had his employment been involuntarily terminated as of December 31, 2009 other than in connection with a Change in Control Event. Had Ms. Wunder been involuntarily terminated as of December 31, 2009 other than in connection with a Change in Control Event, the estimated amount that she would have been entitled to, based upon her compensation for 2009, is $351,209. Had Mr. Abrahamian or Mr. Shapiro been involuntarily terminated as of December 31, 2009 other than in connection with a Change in Control Event, they would not have been entitled to severance and other separation benefits under their respective change in control agreements.

Compensation of Directors

The following table sets forth certain information regarding the compensation we paid to our directors during 2009. None of our directors received compensation under any non-equity incentive plan during 2009. The Union Center National Bank Directors’ Retirement Plan and the Union Center National Bank Deferred Compensation Plan for Senior Executives and Directors were both terminated in 2008. Mr. Barth served as a director until his resignation on May 27, 2009. Ms. Curtis served as a director until her resignation on March 24, 2010. Ms. Klein is not included in the following table since she was appointed to the Board on March 25, 2010.

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Director Compensation

Name 
(a)
 
Fees
Earned or
Paid in
Cash
($)
(b)
  
Stock 
Awards
($)
(c)
  
Option
Awards
($)
(d)
  
Change in
Pension
Value and
Nonqualified
Deferred
Compensation
Earnings
($)
(f)
  
All Other
Compensation
($)
(g)
  
Total
($)
(h)
 
Hugo Barth, III  6,533   -   5,151   -   -   11,684 
Alexander Bol  40,400   -   5,151   -   -   45,551 
Brenda Curtis  19,300   -   5,151   -   -   24,451 
John DeLaney  19,300   -   5,151   -   -   24,451 
James J. Kennedy  23,650   -   5,151   -   -   28,801 
Howard Kent  28,850   -   5,151   -   -   34,001 
Elliot I. Kramer  21,250   -   5,151   -   -   26,401 
Nicholas Minoia  24,100   -   5,151   -   -   29,251 
Harold Schechter  21,100   -   5,151   -   -   26,251 
Lawrence Seidman  27,650   -   5,151   -   -   32,801 
William Thompson  24,400   -   5,151   -   -   29,551 
Raymond Vanaria  29,500   -   5,151   -   -   34,651 
In the table above:
·when we refer to “Fees Earned or Paid in Cash” in column “b”, we are referring to all cash fees that we paid or were accrued in 2009, including annual retainer fees, committee and /or chairmanship fees and meeting fees;

·when we refer to “stock awards” or  “option awards”,  we are referring to the aggregate grant date fair value computed in accordance with FASB ASC Topic 718;

·the grant date fair value for each of the option awards made to our directors during 2009 was $1.48 per share; an option covering 3,473 shares of common stock was granted to each non-employee director on March 1, 2009; the options vest in 25% increments, beginning one year after the grant date;

·the aggregate number of option awards outstanding for each director at December 31, 2009 were for Mr. Bol, 16,456 shares; Ms. Curtis, 20,673 shares; Mr. DeLaney, 10,419 shares; Mr. Kennedy, 60,563 shares; Mr. Kent, 3,473 shares; Mr. Kramer, 3,473 shares; Mr. Minoia, 0 shares; Mr. Schechter, 6,946 shares;  Mr. Seidman, 6,946 shares; Mr. Thompson, 14,761 shares; and Mr. Vanaria, 6,946 shares;

·when we refer to “Change in Pension Value and Nonqualified Deferred Compensation Earnings”, we are referring to the aggregate change in the present value of each director’s accumulated benefit under all defined benefit and actuarial plans from the measurement date used for preparing our 2008 year-end financial statements to the measurement date used for preparing our 2009 year-end financial statements; and

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·the directors did not receive any Nonqualified Deferred Compensation Earnings during 2009.

The table above does not include fees paid during 2009 to Mr. Bol’s architectural firm (less than $40,000 during 2009), Mr. DeLaney’s law firm (less than $2,500 during 2009) or entities owned by Mr. Minoia.  See “Compensation Committee Interlocks and Insider Participation.”

1993 Outside Director Stock Option Plan

Our 1993 Outside Director Stock Option Plan was adopted in order to attract and retain qualified directors. Pursuant to our 1993 Outside Director Stock Option Plan, each non-employee member of our Board received a one-time stock option covering 36,181 shares of our common stock (as adjusted for stock splits and stock dividends).  These options become exercisable in three installments, commencing one year after the date of grant, at a per share exercise price equal to the fair market value of one share of our common stock on the date of grant. Such options may not be exercised more than ten years after their date of grant.  No options were permitted to be granted under our 1993 Outside Director Stock Option Plan after November 17, 2003.

We initially had 569,876 shares of our common stock authorized for issuance under our 1993 Outside Director Stock Option Plan (as adjusted for stock splits and stock dividends).

2003 Non-Employee Director Stock Option Plan

Our 2003 Non-Employee Director Stock Option Plan was adopted in order to attract and retain qualified directors.  Our 2003 Non-Employee Director Stock Option Plan initially provided that on June 1 of each year, directors who served continuously on our Board during the twelve months immediately preceding such date and who were not employed by us or any of our subsidiaries during that twelve month period would be granted a stock option covering 3,000 shares of common stock. These options vest over a four year period, subject to accelerationBeneficial ownership includes shares, if any, held in certain instances.  For an eligible director who remained on our Board for the periods listed below, the operationname of the 2003 Non-Employeespouse, minor children or other relatives of the nominee living in such person’s home, as well as shares, if any, held in the name of another person under an arrangement whereby the Director Stock Option Plan as initially adopted would be as follows:or executive officer can vest title in himself at once or within sixty (60) days. Beneficially owned shares also include shares over which the named person has sole or shared voting or investment power, shares owned by corporations controlled by the named person, and shares owned by a partnership in which the named person is a partner.

  Shares of
Common Stock		  Percentage of
Common Stock
Beneficially Owned		 
Directors:      
Frank Sorrentino III  778,842(1)  1.96% 
Frank W. Baier  94,113   0.23% 
Alexander A. Bol  138,357   0.34% 
Stephen T. Boswell  277,315(2)  0.77% 
Frank Huttle III  173,620(3)  0.63% 
Michael Kempner  357,069(4)  1.02% 
Nicholas Minoia  51,785(5)  0.12% 
Katherin Nukk-Freeman  7,510   0.01% 
Joseph Parisi Jr.  266,310(6)  0.66% 
Daniel Rifkin  202,508(7)  0.50% 
Mark Sokolich  87,510   0.21% 
William A. Thompson  102,691(8)  0.25% 
Executive Officers Who Are Not Directors:        
William S. Burns  88,842   0.22% 
Christopher Ewing  34,471   0.09% 
Elizabeth Magennis  91,796(9)  0.23% 
Michael McGrover  29,187   0.07% 
As a Group (16 persons)  2,985,207   7.52% 

5% Shareholders:    
Black Rock, Inc.2,528,258(10) 6.37%
Dimensional Fund Advisors LP2,340,744(11) 5.90%
Kenneth Torsoe2,050,988(12) 5.17%


Date(1)EffectIncludes 46,925 shares held in the name of Morgan Stanley f/b/o Frank Sorrentino III, IRA
   
June 1, 2004(2)An option covering  3,000Includes (i) 233,739 held by an irrevocable trust for benefit of Mr. Boswell’s spouse and descendants (of which the reporting person’s spouse, adult daughter and unrelated third person are trustees), and to which Mr. Boswell has no economic interest, (ii) 25,500 held by an irrevocable trust for the benefit of Mr. Boswell and his descendants (of which an unrelated third person is trustee) and (iii) 1,578 shares is granted; we will refer to this option as “Option A”; no shares are purchasable under Option A.upon the exercise of stock options.
   
June 1, 2005(3)Includes (i) 37,666 shares held in the name of Morgan Stanley f/b/o Frank Huttle III, IRA, (ii) 6,500 shares held as trustee of the Francesca Huttle 2004 Family Trust, (iii) 6,500 shares held as trustee of the Alexandra Huttle 2004
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 An option covering 3,000Family Trust, (iv) 158,744 shares held in the name of Mr. Huttle’s spouse, (v) 6,500 shares held by an LLC in which spouse is granted; we will refer to this option as “Option  B”); 750a member, (vi) 1,578 shares are purchasable under Option A; and no shares are purchasable  under Option B.upon the exercise of stock options.
   
June 1, 2006(4)An option covering  3,000Includes (i) 1,578 shares is granted; we will refer to this optionpurchasable upon the exercise of stock options and (ii) 277,066 common shares pledged as “Option  C”; 1,500 shares are purchasable under Option A; 750 shares are purchasable under  Option B; and no shares are purchasable under Option C.collateral for a loan.
   
June 1, 2007(5)Includes (i) 1,056 shares owned jointly an unaffiliated third-party, and (ii) 6,946 shares purchasable upon the exercise of stock options.
 An option covering  3,000
(6)Includes (i) 37,869 shares held in the name of Otterstedt Insurance Agency, of which Mr. Parisi is granted;  we will refer to this optionpart owner, (ii) 8,038 shares held by Mr. Parisi as “Option  D”; 2,250custodian for his children, and (iii) 1,578 shares are purchasable under Option A; 1,500upon the exercise of stock options.
(7)Includes (i) 16,194 shares areheld in the name of Stifel Nicolaus f/b/o Daniel Rifkin IRA, (ii) 154,994 shares owned jointly with Mr. Rifkin’s wife, and (iii) 16,856 shares held in the name of Stifel Nicolaus f/b/o Sheila Rifkin IRA.
(8)Includes (i) 8,338 shares held by Mr. Thompson’s spouse and children, and (ii) 6,473 shares purchasable under Option B; 750upon the exercise of stock options.
(9)Includes 5,158 shares are purchasable under Option C;upon the exercise of stock options.
(10)All information regarding the number of shares beneficially owned and nothe percent of ownership by BlackRock, Inc., was obtained from the 13G filed with the U.S. Securities and Exchange Commission on February 12, 2020. The address of BlackRock, Inc. is 55 East 52nd Street, New York, NY 10055.
(11)All information regarding the number of shares are  purchasable under Option D.beneficially owned and the percent of ownership by Dimensional Fund Advisors, LP, was obtained from the 13G filed with the U.S. Securities and Exchange Commission on February 12, 2020. The address of Dimensional Fund Advisors, LP is Building One, 6300 Bee Cave Road, Austin, Texas, 78746.

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During 2004, 2005, 2006 and 2007, after giving effect to stock splits and stock dividends, we granted options covering 3,308, 3,473, 3,473 and 3,473 shares, respectively, to each non-employee member of our Board pursuant to our 2003 Non-Employee Director Stock Option Plan. 

On February 28, 2008, our Board adopted amendments to the 2003 Non-Employee Director Stock Option Plan providing that options covering 3,473 shares would be granted on March 1 of each year, commencing March 1, 2008, to directors who served continuously on our Board during the six months immediately preceding such date and who were not employed by us or any of our subsidiaries during that six month period. No changes were made to the vesting provisions of the 2003 Non-Employee Director Stock Option Plan.
All of the options granted in 2004 and 2005 are fully exercisable, three quarters of the options granted in 2006, one half of the options granted in 2007, one half of the options granted in 2008 and one quarter of the options granted in 2009 are exercisable on or before April 1, 2010. We initially had 551,250 shares of our common stock authorized for issuance under our 2003 Non-Employee Director Stock Option Plan (as adjusted for stock splits and stock dividends) and 452,874 shares remained available for grant as of January 1, 2010.

There are no fees paidshareholders other than those set forth above who are known to any director of Center Bancorp for any meetingthe Company to beneficially own 5% or more of the Center Bancorp Common Stock of the Company.

Board of Directors. Directors; Independence; Committees

The chairmanBoard of Directors held a total of fifteen (15) meetings in the year ended December 31, 2020. The Company’s policy is that all Directors make every effort to attend each meeting. For the year ended December 31, 2020, each of the Audit Committee and the chairmanCompany’s Directors attended at least 75% of the Compensation Committee receive $500 for each committee meeting attended.  Membersaggregate number of the Audit Committee and the Compensation Committee receive $300 for each committee meeting attended. Alexander A. Bol, Chairman of the Board of Union Center National Bank, receives a $15,000 annual retainer and $900 for each meeting of Union Center National Bank’s Board that he attends.  All other directors of Union Center National Bank who are not officers of that Bank receive a $7,000 annual retainer and $900 for each meeting of the Union Center National Bank Board that they attend.


Compensation Committee Interlocks and Insider Participation

The Compensation Committee consists of Alexander A. Bol, John J. DeLaney, Jr., Phyllis S. Klein (since March 25, 2010), Lawrence B. Seidman and William A. Thompson. Of the persons named, only Mr. Bol has served as an officer and/or employee of Center Bancorp or Union Center National Bank.  Brenda Curtis, who served as a director until her resignation on March 24, 2010, also served on the Compensation Committee during 2009.  Mr. Weagley participates in determinations regarding compensation of all employees other than himself.

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During 2009, the Company paid various entities in which Mr. Minoia, a director of Center Bancorp and Union Center National Bank, is a principal, an amount of approximately $449,766 for contracting work performed at one of the Bank’s branches, rental income for one of the Bank’s branch locations and in connection with general contracting work on an OREO property.

Certain of our directors and officers and their associates have had loan transactions with Union Center National Bank in the ordinary course of business during 2009. All such transactions with these directors and officers and their associates were made in the ordinary course of business on substantially the same terms, including interest rates and collateral, as those prevailing at the time of such transactions for comparable persons not related to us or Union Center National Bank and did not involve more than a normal risk of collectability or present other unfavorable features.

Policies and Procedures Concerning Related Party Transactions

The Audit Committeemeetings of the Board of Directors and Board committees on which the respective Directors served.

A majority of the Board consists of individuals who are “independent” under the NASDAQ listing standards. In making this determination the Board has adopted written procedures governing related party transactions.  The procedures includeconsidered the following:

·The Company and the Bank have used Mr. Kempner’s firm, MWW Group, to provide advertising and public relations assistance and advice. The Board considered, among other factors, the fees paid to MWW Group as a percentage of the firm’s total revenue (less than 1%) and Mr. Kempner’s personal income and determined that the engagement of MWW Group did not interfere with Mr. Kempner’s exercise of independent judgment in carrying out the responsibilities of a director.

·In the past, the Company has utilized the services of Nukk-Freeman  & Cerra, P.C., a labor and employment law firm, or SHIFT HR Compliance Training, LLC., a company providing human resources related educational training. Director Katherin Nukk-Freeman is a principal of Nukk-Freeman  & Cerra, P.C. and a co-founder of SHIFT HR Compliance Training, LLC. In 2019, the Company paid Nukk-Freeman  & Cerra, P.C. less than $1,000 for legal services rendered, and the
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 Company paid SHIFT HR Compliance Training, LLC. approximately $2,900 for generic educational services. The Company did not utilize the services of Nukk-Freeman  & Cerra, P.C. or SHIFT HR Compliance Training, LLC in 2020.
·all relatedThe Bank has used a law firm in which Mr. Sokolich is a partner to provide legal and closing services on a limited number of loans to third party transactionscustomers, for which the firm was paid a de minimus amount of legal fees. The Board considered, among other factors, the fees paid Mr. Sokolich’s firm as a percentage of the firm’s total revenue (less than 1%) and Mr. Sokolich’s personal income and determined that have been previously approved by the fullforegoing did not interfere with Mr. Sokolich’s exercise of independent judgment in carrying out the responsibilities of a director.

·Several directors, including Messrs. Boswell, Huttle, Kempner and Parisi, each own a direct or indirect interest in a limited liability company which acts as a landlord for two of the Bank’s branches, See – CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS. The Board of Directors will not be includedhas further considered the fact that (i) Director Minoia also owns an interest in an entity which owns the Bank’s Summit branch and (ii) Director Rifkin owns an interest in (x) an entity which owns the Bank’s Bardonia, New York branch, and (y) an entity which owns the Bank’s Blauvelt, New York branch. The Board has concluded that based on interest in the transactions that are approved byrental payments compared to their overall net worth and cash, membership in such limited liability company does not interfere with their exercise of independent judgment in carrying out the responsibilities of a director.

Mr. Sorrentino, who serves as the Chairman and Chief Executive Officer, is not independent. Shareholders wishing to communicate directly with the independent members of the Board of Directors may send correspondence to ConnectOne Bancorp, Inc., attn.: Stephen T. Boswell, Lead Independent Director, 301 Sylvan Avenue, Englewood Cliffs, New Jersey 07632.

Code of Business Conduct and Ethics

The Board of Directors has adopted a Code of Ethics governing our Chief Executive Officer and senior financial and accounting officers, as required by the Sarbanes-Oxley Act and SEC regulations, as well as the Board of Directors and other senior members of management. Our Code of Ethics governs such matters as conflicts of interest, use of corporate opportunity, confidentiality, compliance with law and the like. Our Code of Ethics is available on our website at www.connectonebank.com under “About”, then “Investor Relations”, then “Documents and Notifications.”

Committees

Committees of Our Board of Directors

Our Board of Directors frequently conducts business through committees. Our most significant committees are the Audit and Risk Committee, the Nominating and Corporate Governance Committee and the Compensation Committee. The table below sets forth the membership of these committees:

CommitteeMembership
Audit Committee;and Risk CommitteeFrank W. Baier*, Stephen T. Boswell, Frank Huttle III, Nicholas Minoia, and Daniel Rifkin
Nominating and Corporate Governance CommitteeFrank Huttle III*, Nicholas Minoia, Katherin Nukk-Freeman and William A.  Thompson
Compensation CommitteeStephen T. Boswell*, Katherin Nukk-Freeman, and William A. Thompson

*Chairman
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·any single related party transaction up to $10,000 is automatically deemed to be pre-approved by the Audit Committee;

·the Chairman of the Audit Committee is authorized to approve, prior to payment, related party transactions over $10,000 but not exceeding $50,000, and may override any previously approved transaction; and

·related party transactions over $50,000 must be approved, prior to payment, by a majority of the members of the Audit Committee.

For additional procedures, see

Audit and Risk Committee

We maintain an Audit and Risk Committee in accordance with Section 3(a)(58)(A) of the Securities Exchange Act of 1934. The Audit and Risk Committee is responsible for the selection of the independent registered public accounting firm for the annual audit and to establish, and oversee the adherence to, a system of internal controls. The Audit and Risk Committee reviews and accepts the reports of our independent auditors and regulatory examiners. The Audit and Risk Committee arranges for an annual audit through its registered independent public accounting firm, evaluates and implements the recommendations of the auditors as well as interim audits performed by our outsourced internal auditors, receives all reports of examination by bank regulatory agencies, analyzes such regulatory reports, and reports to the Board the results of its analysis of the regulatory reports. The Audit and Risk Committee met four (4) times during 2020. The Board of Directors has adopted a written charter for the Audit and Risk Committee Charter attached to this Proxy Statementwhich is available on our website at www.connectonebank.com. The Board has determined that Frank W. Baier, a member of Audit and Risk Committee beginning in 2018, qualifies as Annex B.  an “audit committee financial expert” under the Rules of the Securities and Exchange Commission.

Independence of Audit and Risk Committee Members

All members of the Audit and Risk Committee are “independent” under the NASDAQ listing standards, meet the independence standards of the Sarbanes-Oxley Act for service on an audit committee, and are financially literate and can read and understand financial statements, as required by the Audit and Risk Committee charter.

Audit and Risk Committee Report

The Audit and Risk Committee reviews related party transactions at least on a monthly basis.  By “related party transaction,” we mean a transaction betweenmeets periodically to consider the Company or anyadequacy of the Company’s financial controls and the objectivity of its subsidiaries, onfinancial reporting. The Audit and Risk Committee meets with the one hand,Company’s independent auditors and an executive officer, director or immediate family memberthe Company’s internal auditors, all of an executive officer or a director, onwhom have unrestricted access to the other hand.


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Compensation Committee Report

The CompensationAudit and Risk Committee.

In connection with this year’s financial statements, the Audit and Risk Committee has reviewed and discussed the information provided underCompany’s audited financial statements with the caption “Compensation DiscussionCompany’s officers and Analysis” set forth above.  Crowe LLP, our independent auditors. We have discussed with Crowe LLP, the matters required to be discussed by Statement on Auditing Standards No. 61, (“Communication with Audit Committees”). We also have received the written disclosures and letters from Crowe LLP required by Independence Standards Board Standard No. 1 (“Independence Discussions with Audit Committees”), and have discussed with representatives of Crowe LLP their independence.

Based on that reviewthese reviews and those discussions, the CompensationAudit and Risk Committee recommended to ourthe Board of Directors that such “Compensation Discussion and Analysis”the audited financial statements be included in this proxy statement.


In addition, in accordancethe Company’s Annual Report on Form 10-K for the fiscal year 2020 for filing with the U.S. Treasury regulations applicable to participants in the TARP Capital Purchase Program, theSecurities and Exchange Commission.

Frank W. Baier (Chairman)
Stephen T. Boswell
Frank Huttle, III
Nicholas Minoia

Daniel Rifkin

Compensation Committee

During 2020, our Compensation Committee consisted of Center Bancorp’s Board of Directors certifies that:

Stephen T. Boswell, Kathern Nukk-Freeman, and William A. Thompson.


12
(1)It has reviewed with senior risk officers the senior executive officer (SEO) compensation plans and has made all reasonable efforts to ensure that these plans do not encourage SEOs to take unnecessary and excessive risks that threaten the value of Center Bancorp.

(2)It has reviewed with senior risk officers the employee compensation plans and has made all reasonable efforts to limit any unnecessary risks that the plans pose to Center Bancorp.

(3)It has reviewed the employee compensation plans to eliminate any features of these plans that would encourage manipulation of reported earnings of Center Bancorp to enhance the compensation of any employee.

During the period after September 14, 2009, the Compensation Committee has at least every six months reviewed (i) with the Company’s Senior Risk Officer compensation plans to ensure that the senior executive officer compensation  plans do not encourage the senior executive officers to take unnecessary and excessive risks that threaten the value of the Company, (ii) with the Company’s Senior Risk Officer, the Company’s employee compensation plans and has made all reasonable efforts to limit any unnecessary risks these plans pose to the Company, and (iii) the Company’s employee compensation plans to eliminate any features of the these plans that would encourage the manipulation of reported earnings of the Company to enhance the compensation of any employee.

As required under Treasury’s initial interim final rule related to the TARP executive compensation limitations issued in October 2008, the Company’s Senior Risk Officer in May 2009 reviewed with the Committee, at the direction of the Company’s primary federal regulator, the Company’s executive incentive compensation plans to ensure that the Company’s executive officers were not encouraged to take unnecessary and excessive risks that could threaten the value of the Company. As required by the June 2009 interim final rule, the Committee engaged in December 2009, with the assistance of the Company’s Senior Risk Officer, in a broader review that included all of the Company’s incentive compensation plans for all employees. This latter review included discussion, evaluation and review of the plans applicable to the Company’s senior executive officers and other eligible officers to ensure that such plans do not encourage such officers to take unnecessary and excessive risks that threaten the value of the Company; discussion, evaluation and review of all employee plans in light of the risks posed to the Company by such plans and how to limit such risks (including ensuring the plans do not encourage behavior focused on short-term results rather than long-term value creation); and discussion, evaluation and review of all employee plans to ensure the plans do not encourage the manipulation of reported earnings to enhance the compensation of any of the Company’s employees.

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In meeting with the Company’s Senior Risk Officer and other members of executive management, the Committee identified the Company’s senior executive officer compensation plans. For 2009, these plans were the Achievement Incentive Plan (“AIP”) and the Loan Incentive Plan.

Charter

The Committee also reviewed the Company’s other non-senior executive officer compensation plan, the 2009 Branch Management Incentive Compensation Program.


The Committee’s review of the Company’s AIP concluded with a determination by the Committee that the plan did not encourage unnecessary and excessive risks that threatened the value of the Company and did not encourage manipulation of the Company’s reported earnings to enhance the compensation of any of the Company’s employees. The AIP contained a soundness threshold that conditions any incentive payments to any plan participants on attaining very specific quantifiable goals verified by the CEO and Board of Directors. The review concluded that the exclusion of the CEO, due to TARP limitations, who must approve all awards under the Plan, provided a significant restraint to actions resulting in inappropriately higher risk to the Company. Furthermore, the plan limits the maximum amount of payout and participant inclusion in the Plan is determined annually and inclusion in one year does not guarantee inclusion in subsequent years, thus further limiting the risk to the Company. In connection with the review in December 2009, it was noted that the Company’s chief executive officer was subject to the cash bonus prohibition for the TARP period, and thus not eligible to participate in the AIP. The December 2009 review recommended consideration of certain changes, including a minimum Company profitability requirement. The review also concluded that consideration be given to adopting a pooled incentive derived from the financial statements, which would allow for better peer comparisons. These recommendations will be considered for adoption in any future plans.  In light of the Company’s 2009 performance, the Compensation Committee and our Board of Director’s determined that no AIP awards for 2009 would be granted to any of the SEOs participating in the AIP due to overall Company performance falling short of budget expectations.

The review of the Company’s Loan Incentive Plan, which was modified during 2009 to incorporate additional risk mitigators, concluded with a determination by the Committee that the plan did not encourage unnecessary or excessive risks that threatened the value of the Company or that encouraged the manipulation of the Company’s earnings to enhance the compensation of any of the Company’s loan officers. During 2009, the Company required participants to be in good standing and prohibited awards based on transactions approved solely under the officer’s authority.  Additionally, the plan requires that awards will be eligible only for loans that meet safety and soundness underwriting standards. Incentive awards earned under the plan may be adjusted based on current and historical credit quality results as measured by actual delinquency levels. Unacceptable performance in subsequent periods allows the Company to recover (“clawback”) previously paid awards. The Company believes that there are adequate controls and clawback provisions embedded within the plan to mitigate the risk associated with the plan. Officers that participate in the Loan Incentive Plan do not participate in the AIP. The December 2009 review recommended incorporating a deferral feature to allow for the evaluation of the time horizon associated with realizing the impact of loans generated in the current period.

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After its review of these incentive compensation arrangements, the Committee was able to conclude that none of these arrangements encourage manipulation of the Company’s reported earnings to enhance the compensation of any of the Company’s employees.

Alexander A. Bol
John J. DeLaney
Phyllis S. Klein
Lawrence B. Seidman
William A. Thompson

Other Compensation Committee Matters

Charter.  Our Board of Directors has defined the duties of its Compensation Committee in a charter. A copy of the current Compensation Committee charter is attached to this proxy statement as Annex A;available on the charter is not presently included on our Web site.
Company’s website at www.connectonebank.com under “For Shareholders” and then under “Documents and Notifications.”

Authority, Processes and Procedures.   OurProcedures

The Compensation Committee is responsible for administering ourthe Company’s equity compensation plans, for establishing the compensation of our presidentthe Company’s President and chief executive officerChief Executive Officer and for the Board of Directors, and for recommending to the Board the compensation of ourthe other executive officers. OurThe Compensation Committee also establishes policies and monitors compensation for ourthe Company’s employees in general. While the Compensation Committee may, and does in fact, delegate authority with respect to the compensation of employees in general, the Compensation Committee retains overall supervisory responsibility for employee compensation. With respect to executive compensation, the Compensation Committee receives recommendations and information from senior staff members, as well as outside compensation consultants, regarding issues relevant to determinations made by the Compensation Committee. Mr. WeagleySorrentino participates in Committee deliberations regarding the compensation of other executive officers but does not participate in deliberations regarding his own compensation.

Consultants.  Our

Independence of Compensation Committee Members

The Committee is entitled to engage compensation consultants to assist it in carrying out its duties.  comprised solely of independent directors.

Consultants

The Compensation Committee recognizes that it is essential to receive objective advice from itsan outside compensation consultant. TheCurrently, the Compensation Committee currently engages Meyer Chatfieldutilizes Meridian Compensation AdvisorsPartners, LLC (“MCCA”Meridian”) as its outsideindependent compensation consultant. Under the terms of this engagement, MCCA is required to obtain the prior approval of the Compensation Committee before MCCA performs any non-executive compensation related services to the Company. MCCA will reportMeridian reports directly to the Compensation Committee any such services and fees annually and upon the reasonable request of the Committee.attends meetings as requested. The Compensation Committee determines whether MCCA's advice is objectivehas assessed Meridian’s independence relative to the NASDAQ listing rules and free from the influencedetermined that there are no conflicts of management.interest. The Compensation Committee also closely examines the safeguards and steps MCCAMeridian takes to ensure that its executive compensation consulting services are objective. The Compensation Committee believes that MCCA provides the Compensation Committee with objective advice in its role as outside compensation consultant. The Compensation Committee takes into consideration that:


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·Thethe Compensation Committee directly hired and has the authority to terminate MCCA'sMeridian’s engagement;
·Thethe Compensation Committee solely determined the terms and conditions of MCCA'sMeridian’s engagement, including the fees charged;
·The MCCA consultant is engaged byMeridian and reports directly to the Compensation Committee;
·The MCCA consultant hasits consultants have direct access to members of the Compensation Committee during and between meetings;
·MCCAMeridian does not provide any other services to the Company, the Bank, it’sits directors or executives; and
·Interactionsinteractions between the MCCA consultantMeridian and its consultants and management generally are limited to discussions on behalf of the Compensation Committee and information presented to the Compensation Committee for approval.
MCCA provided the Compensation

Nominating Committee with information, analyses and recommendations related to compensation of the top executives of the Company, an analysis of the Company’s incentive plans to identify risk and other services related to executive compensation as directed by the Compensation Committee

Audit Committee Matters

Charter.  Our Board of Directors has established a separately-designated standing Audit Committee in accordance with Section 3(a)(58)(A) of the Securities Exchange Act of 1934. Our Board of Directors has defined the duties of its Audit Committee in a charter.  A copy of the current Audit Committee charter is attached to this proxy statement as Annex B; the charter is not presently included on our Web site.

Independence of AuditNominating and Corporate Governance Committee Members.  Our common stock is listed on the Nasdaq Global Select Market and Center Bancorp is governed by the listing standards applicable thereto.

All members of the AuditNominating and Corporate Governance Committee of the Board of Directors have been determined to be “independent directors” pursuant to the definition contained in NASDAQ Rule 4200(a)(15) of the National Association of Securities Dealers’ Marketplace Rules and under the SEC’s Rule 10A-3.


Audit Committee Financial Expert. Our Board of Directors has determined that one of the members of the Audit Committee, Raymond Vanaria, constitutes an “audit committee financial expert”, as such term is defined by the SEC. As noted above, Mr. Vanaria - as well as the other members of the Audit Committee - has been determined to be “independent”.

Audit Committee  Report.  In connection with the preparation and filing of Center Bancorp’s Annual Report on Form 10-K for the year ended December 31, 2009:

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5605.

(1)the Audit Committee reviewed and discussed the audited financial statements with our management;13

(2)the Audit Committee discussed with our independent auditors the matters required to be discussed by the Statement on Auditing Standards No. 61, as amended;

(3)the Audit Committee received and reviewed the written disclosures and the letter from our independent auditors required by the Independence Standards Board Standard No. 1 (Independence Discussions with Audit Committees) and discussed with our independent auditors any relationships that may impact their objectivity and independence and satisfied itself as to the accountants’ independence; and
(4)based on the review and discussions referred to above,  the Audit Committee recommended to our Board that the audited financial  statements be included in our Annual Report on Form 10-K for the year ended December 31, 2009

By: The Audit Committee of the Board of Directors

James J. Kennedy
Howard Kent
Elliot Kramer
Harold Schechter
William Thompson
Raymond Vanaria

Accounting Fees and Other Accounting Matters

In accordance with the requirements of the Sarbanes-Oxley Act of 2002 and the Audit Committee’s charter, all audit and audit-related work and all non-audit work performed by our principal independent accountant is approved in advance by the Audit Committee, including the proposed fees for such work. The Audit Committee is informed of each service actually rendered that was approved through its pre-approval process.

Audit Fees.  Audit fees billed or expected to be billed to us by our principal independent accountant for the audit of the financial statements included in our Annual Report on Form 10-K for the years ended December 31, 2008 and 2009, and reviews of the financial statements included in our Quarterly Reports on Form 10-Q during 2008 and 2009, totaled $238,321 and $242,959, respectively.

Audit-Related Fees.  A total of $30,887 and $38,029 in audit-related fees was billed for fiscal years 2008 and 2009, respectively. Such services are defined as services which are reasonably related to the performance of the audit or review of our financial statements but are not reported under the immediately preceding paragraph.

Tax Fees.  We were billed an aggregate of $15,387 and $25,152 by our principal independent accountant for the fiscal years ended December 31, 2008 and 2009, respectively, for tax services, principally representing advice regarding the preparation of income tax returns.

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All Other Fees.  We were billed $0 and $0 by our principal independent accountant for the fiscal years ended December 31, 2008 and 2009, respectively, for all services not covered in the immediately three preceding paragraphs.

Other  Matters.  The Audit Committee has determined that the provision of all services provided by our principal independent accountant during the years ended December 31, 2008 and December 31, 2009 is compatible with maintaining the independence of our principal independent accountant.

Nominating Committee Matters

Independence of Nominating Committee Members.  All members of the Nominating Committee of our Board of Directors have been determined to be “independent directors” pursuant to the definition contained in Rule 4200(a)(15) of the National Association of Securities Dealers’ Marketplace rules.

Procedures for Considering Nominations Made by Shareholders.  

The Nominating Committee’sand Corporate Governance Committee charter describes procedures for nominations to be submitted by shareholders and other third-parties, other than for candidates who have previously served on the Board or who are recommended by the Board. The charter statesCompany’s bylaws state that a nomination must be delivered to our corporateCompany’s Corporate Secretary at the principal executive offices of Center Bancorpthe Company not later than the close of business on the 90th50th  day noror earlier than the close of business on the 120th75th day prior to the first anniversary of the preceding year’s annual meeting; provided, however, that if less than 60 days’ notice or prior public disclosure of the date of the annual meeting is more than 30 days beforegiven or more than 60 days after such anniversary date,made to stockholders, notice by the stockholder to be timely must be so delivered not earlier than the close of business on the 120th day prior to such annual meeting andreceived not later than the close of business on the later of the 90th day prior to such annual meeting or the close of business on the 10th10th day following the day on which public announcementsuch notice of the date of meeting was mailed or such meeting ispublic disclosure was made, whichever first made by us.occurs. The public announcement of an adjournment or postponement of an annual meeting will not commence a new time period (or extend any time period) for the giving of a notice as described above. The charter requiresbylaws require a nomination notice to set forth as to each person whom the proponent proposes to nominate for election as a director: (a) all information relating to such person that is required to be disclosed in solicitations of proxies for election of directors in an election contest, or is otherwise required, in each case pursuant to Schedule 14A under the Securities Exchange Act of 1934, as amended (including such person’s written consent to being named in the proxy statement as a nominee and to serving as a director it elected), and (b) information that will enable the Nominating Committee to determine whether the candidate or candidates satisfy the criteria established pursuant to the charter for director candidates.


Qualifications.  

The charter of the Nominating and Corporate Governance Committee describes the minimum qualifications for nominees to the Board and the qualities or skills that are necessary for directors to possess. Each nominee:

·must satisfy any legal requirements applicable to members of the Board;

·must have business or professional experience that will enable such nominee to provide useful input to the Boardboard in its deliberations;

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·must have a reputation, in one or more of the communities serviced by Center Bancorpthe Company and its subsidiaries, for honesty and ethical conduct;

·must have a working knowledge of the types of responsibilities expected of members of the board of directors of a bank holding company; and

·must have experience, either as a member of the board of directors of another public or private company or in another capacity that demonstrates the nominee’s capacity to serve in a fiduciary position.

Identification and Evaluation of Candidates for the Board.  

Candidates to serve on the Board will be identified from all available sources, including recommendations made by shareholders. The Nominating and Corporate Governance Committee’s charter provides that there will be no differences in the manner in which the nominating committee evaluates nominees recommended by shareholders and nominees recommended by the Committee or management, except that no specific process shall be mandated with respect to the nomination of any individuals who have previously served on the Board. The evaluation process for individuals other than existing Board members will include:

·a review of the information provided to the Nominating Committee by the proponent;

·if requested, a review of reference letters from at least two sources determined to be reputable by the Nominating Committee; and

·a personal interview of the candidate,
together with a review of such other information as the Nominating Committee shall determine to be relevant.

Third Party Recommendations.  In connection with the 2010 Annual Meeting, the Nominating Committee did not receive any nominations from any shareholder or group of shareholders which owned more than 5% of our common stock for at least one year.

Charter.  Our Board of Directors has defined the duties of its Nominating Committee in a charter. A copy of the current Nominating Committee charter is attached to this proxy statement as Annex C; the charter is not presently included on our Web site.

Code of Ethics

We are required to disclose whether we have adopted a code of ethics that applies to our principal executive officer, principal financial officer, principal accounting officer or controller or persons performing similar functions.  We have adopted such a code of ethics and have posted a copy of the code on our internet website at the internet address:  http://www.ucnb.com.  Copies of the code may be obtained free of charge from our website at the above internet address.

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Compliance with Section 16 of the Securities Exchange Act of 1934

Section 16(a) of the Securities Exchange Act of 1934 requires our directors, executive officers and persons holding more than 10% of a registered class of the equity securities of Center Bancorp to file with the SEC and to provide us with initial reports of ownership, reports of changes in ownership and annual reports of ownership of our common stock and other equity securities. As a result of the adoption of the Sarbanes-Oxley Act of 2002, the reporting obligations with respect to certain transactions were accelerated to 48 business hours after the transaction. Based solely upon a review of such reports furnished to us, we believe that all such Section 16(a) reports were timely filed with respect to the year ended December 31, 2009, except that director Alexander A. Bol in September 2009 inadvertently reported two stock purchases one day late and three days late, respectively, director Lawrence Seidman inadvertently reported seven stock purchases from one to four days late, James Kenney reported a purchase in the Company’s rights offering 90 days late, all other directors reported purchases in the rights offering seven days late in October 2009 as a result of delays in the process of allocating shares in the rights offering and all directors inadvertently reported 30 days late stock options granted to them in March 2009.

PROPOSAL 2

RATIFICATION OF THE APPOINTMENT OF
PARENTEBEARD LLC AS THE COMPANY’S
 INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2010

Action will be taken at the Annual Meeting to ratify the selection of ParenteBeard LLC as independent registered public accounting firm of the Company for the fiscal year ending December 31, 2010.  ParenteBeard LLC was created when two accounting firms, Parente Randolph and Beard Miller Company, combined on October 1, 2009.  Beard Miller Company had served as the Company’s independent auditors since May 5, 2006.  The Company has been advised by ParenteBeard LLC that neither the firm, nor any member of the firm, has any financial interest, direct or indirect, in any capacity in the Company.  We are asking our shareholders to ratify the selection of ParenteBeard LLC as our independent registered public accounting firm.  Although ratification is not required by our Bylaws or otherwise, the Board considers the selection of the independent registered accounting firm to be an important matter of shareholder concern and is submitting the selection of ParenteBeard LLC to our shareholders for ratification as a matter of good corporate practice.

Approval of the ratification of ParenteBeard LLC as the Company’s independent registered public accounting firm for 2010 will require the affirmative vote of a majority of the votes cast at the Annual Meeting.  Abstentions and broker non votes will not be counted as votes cast and therefore will not affect the outcome of the voting.

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Representatives of ParenteBeard LLC are expected to be present at the Annual Meeting, will be afforded the opportunity to make a statement if they desire to do so, and are expected to be available to respond to appropriate questions.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” PROPOSAL 2.
PROPOSAL 3

ADVISORY VOTE ON EXECUTIVE COMPENSATION

Background of the Proposal

On February 17, 2009, the Stimulus Act was signed into law.  The Stimulus Act contains a requirement that those financial institutions, like the Company, which have sold preferred stock and issued warrants to the Treasury under the TARP Capital Purchase Program, permit a separate and non-binding shareholder vote to approve the compensation of the financial institution’s executive officers. New SEC proxy rules require participants in the TARP Capital Purchase Program to submit to shareholders annually for their approval the executive compensation arrangements as described in the Compensation Discussion and Analysis and the tabular disclosures regarding Named Officer compensation (together with the accompanying narrative disclosure) in their proxy statements.
Executive Compensation
We believe that our compensation policies and procedures, which are reviewed and approved by the Compensation Committee, encourage a culture of pay for performance and are strongly aligned with the long-term interests of shareholders.  In light of the Company’s 2009 performance the Compensation Committee and our Board determined that no AIP awards would be granted to our chief executive officer or to any of the other Named Officers with respect to 2009 performance.  Mr. Shapiro and Mr. Boylan received awards under the Loan Incentive Plan.
Shareholders are encouraged to carefully review the “Executive Compensation” section of this Proxy Statement for a detailed discussion of the Company’s executive compensation program.
As required by the Stimulus Act and the SEC rules, the Board of Directors has authorized a non-binding shareholder vote on the compensation of the Company’s executives as disclosed herein (which disclosure includes the Compensation Disclosure and Analysis, the compensation tables and all related disclosures). This proposal, commonly known as a “Say on Pay” proposal, gives the Company’s shareholders the opportunity to endorse or not endorse the compensation paid to the Company’s executives through the following resolution:
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“Resolved, that the shareholders of Center Bancorp, Inc. approve the compensation of the Company’s executives, as described in the Company’s Proxy Statement for the 2010 Annual Meeting of Shareholders.”
Vote Required; Effect
Approval of the compensation of the Company’s executives will require the affirmative vote of a majority of the votes cast at the Annual Meeting. Abstentions and broker non votes will not be counted as votes cast and therefore will not affect the determination as to whether such compensation is approved. Because this shareholder vote is advisory, it will not be binding upon the Board of Directors. However, the Compensation Committee will take into account the outcome of the vote when considering future executive compensation arrangements.
THE BOARD OF DIRECTORS RECOMMENDS THAT THE SHAREHOLDERS VOTE “FOR” PROPOSAL 3.

PROPOSAL 4
A PROPOSAL TO AUTHORIZE AND APPROVE AN AMENDMENT TO OUR RESTATED CERTIFICATE OF INCORPORATION TO INCREASE THE NUMBER OF AUTHORIZED SHARES OF OUR COMMON STOCK FROM 20,000,000 TO 25,000,000 AND THE NUMBER OF AUTHORIZED SHARES OF OUR CAPITAL STOCK FROM 25,000,000 TO 30,000,000.
We are asking you to approve a proposal to amend the Company’s Restated Certificate of Incorporation to authorize the Company to increase the number of authorized shares of common stock from 20,000,000 to 25,000,000 and to increase the total number of authorized shares of capital stock from 25,000,000 to 30,000,000.  The Board of Directors unanimously has approved the proposed amendment, and believes such action to be in the best interests of the Company and its shareholders for the reasons set forth below.  The Company’s current Restated Certificate of Incorporation authorizes the issuance of 25,000,000 shares of capital stock, divided into 20,000,000 shares of common stock, no par value, and 5,000,000 shares of preferred stock, no par value.  As of December 31, 2009, there were 14,572,029 shares of common stock and 10,000 shares of preferred stock ($1,000 liquidation preference) issued and outstanding.

The additional shares of common stock to be authorized by adoption of the amendment would have rights identical to the shares of common stock currently outstanding. Adoption of the proposed amendment and issuance of the common stock would not affect the rights of the holders of currently outstanding common stock, except for effects incidental to increasing the number of shares of our common stock outstanding, such as dilution of the earnings per share and voting power of current holders of common stock. If the amendment is adopted, it will become effective upon the filing of a Certificate of Amendment to our Restated Certificate of Incorporation with the Department of the Treasury of the State of New Jersey. It is anticipated that the appropriate filing to effect the increase in authorized share capital will be made as soon as practicable following approval of this proposal. The full text of the proposed amendment to our Restated Certificate of Incorporation is set forth in Annex D to this proxy statement.

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If this proposed amendment to our Restated Certificate of Incorporation is adopted, the additional authorized shares of common stock will be available for issuance at the discretion of the Board for any corporate purpose, including, among other things, stock splits, stock dividends, redemption and exchanges, public or private stock offerings or acquisitions, without further action by the shareholders, except as may be required by applicable laws or regulations, or the rules of NASDAQ. If this proposed amendment is approved by shareholders all shares authorized by the amendment will be available for issuance.  Although we do not have any specific commitments for the issuance of the additional shares of capital stock for which authorization is solicited, our Board believes that it would be desirable for the shareholders to authorize such additional shares at this time so the Company is prepared to meet possible future needs for such shares without delay.

Approval of Proposal 4 will require the affirmative vote of a majority of the votes cast at the Annual Meeting. Abstentions and broker non votes will not be counted as votes cast and therefore will not affect the outcome of the voting.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” PROPOSAL 4.

INDEPENDENT PUBLIC AUDITORS

The Audit Committee of our Board of Directors has appointed ParenteBeard LLC to perform the function of independent public auditors for the year ending December 31, 2010.  See Proposal 2.  Representatives of ParenteBeard LLC are expected to attend our annual meeting and will be available to respond to appropriate questions of shareholders.  Such representatives will have an opportunity to make a statement at the annual meeting if they so desire.

SHAREHOLDER MATTERS

If a shareholder intends to present a proposal at our 2011 Annual Meeting of shareholders, the proposal must be received by us at our principal executive offices not later than December 17, 2010 in order for that proposal to be included in the proxy statement and form of proxy relating to that meeting, and by March 2, 2011 in order for the proposal to be considered at our 2011 annual meeting of shareholders (but not included in the proxy statement or form of proxy for such meeting).  Any shareholder proposal which is received after those dates or which otherwise fails to meet the requirements for shareholder proposals established by regulations of the SEC will neither be included in the proxy statement or form of proxy, nor be considered at the meeting.  For a description of procedures for nominations to be submitted by shareholders, see “Nominating Committee Matters.”

Our Board has established a procedure that enables shareholders to communicate in writing with members of the Board. Any such communication should be addressed to the Chairman of the Board of Center Bancorp and should be sent to such individual c/o Center Bancorp, Inc., 2455 Morris Avenue, Union, New Jersey 07083. Any such communication must state, in a conspicuous manner, that it is intended for distribution to the entire Board of Directors. Under the procedures established by our Board, upon the Chairman’s receipt of such a communication, our corporate Secretary will send a copy of such communication to each member of our Board, identifying it as a communication received from a shareholder. Absent unusual circumstances, at the next regularly scheduled meeting of our Board held more than two days after such communication has been distributed, our Board will consider the substance of any such communication.

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Our Board members are encouraged, but not required by any specific Board policy, to attend Center Bancorp’s annual meeting of shareholders. All of the then current members of our Board attended our 2009 annual meeting of shareholders.

OTHER MATTERS

Our Board is not aware that any other matters are to be presented for action, but if any other matters properly come before the Annual Meeting, or any adjournments thereof, the holder of any proxy is authorized to vote thereon at his or her discretion.

A copy of the Annual Report of Center Bancorp and Union Center National Bank for the year ended  December  31,  2009 is being mailed to shareholders with this proxy statement. The Annual Report is not to be regarded as proxy soliciting material or as a communication by means of which any solicitation is to be made.

A COPY OF THE COMPANY’S ANNUAL REPORT ON FORM 10-K FOR THE YEAR ENDED DECEMBER 31, 2009 (EXCLUDING EXHIBITS) WILL BE FURNISHED WITHOUT CHARGE TO ANY SHAREHOLDER MAKING A WRITTEN REQUEST FOR THE SAME TO JOSEPH GANGEMI, INVESTOR RELATIONS OFFICER, CENTER BANCORP, INC., 2455 MORRIS AVENUE, UNION, NEW JERSEY 07083.

By Order of the Board of Directors
Anthony C. Weagley
President and Chief Executive Officer
Dated: April 16, 2010

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Annex A

CHARTER OF THE COMPENSATION COMMITTEE

The Compensation Committee is appointed by the Board of Directors of Center Bancorp, Inc. (the “Board”) to assist the Board in fulfilling its responsibilities with respect to the compensation of the officers and employees of Center Bancorp, Inc. and its subsidiaries (collectively, the “Company”). The Compensation Committee’s duties and responsibilities are to:

·administer the employee benefit plans of the Company designated for such administration by the Board;

·establish the compensation of the Company’s Chief Executive Officer and President (subject to the terms of any existing employment agreement);

·with input from the Company’s Chief Executive Officer and President, establish or recommend to the Board the compensation of the Company’s other executive officers (subject to the terms of any existing employment agreement); and

·monitor the Company’s overall compensation policies and employment benefit plans.

·the Committee is also responsible for identifying, mitigating and eliminating unnecessary risk in the Company's compensation plans.

Pursuant to this Charter:

1. THE COMMITTEE

The Compensation Committee:

·shall consist of not less than three members of the Board, the exact number to be established by the board of directors from time to time;

·shall consist solely of individuals who meet the independence standards set forth in Securities and Exchange Commission rules and in the listing standards applicable to the Company; and

·shall consist solely of members who are appointed by, and who may be removed by, the Board.

2. SCOPE

The Committee serves at the pleasure of the Board.

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3. ADDITIONAL AUTHORITY.

The Compensation Committee shall have the authority, in its discretion, to retain outside counsel and other advisors.

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Annex B

CHARTER OF THE AUDIT COMMITTEE

I.Audit Committee Purpose

The Audit Committee is appointed by the Board of Directors to assist the Board in fulfilling its oversight responsibilities.  The Audit Committee’s primary duties and responsibilities are to:

·Assume direct responsibility for the appointment, compensation, evaluation of the work and, where appropriate, the replacement of the Company’s independent auditors, including resolution of any disagreements that may arise between the Company’s management and the Company’s independent auditors regarding financial reporting.

·Monitor the integrity of the Company’s financial reporting process and systems of internal controls regarding finance, accounting, and legal compliance.

·Monitor the independence and performance of the Company’s independent auditors and internal auditing department.

·Provide an avenue of communication among the independent auditors, management, the internal auditing department, and the Board of Directors.

·Encourage adherence to, and continued improvement of, the Company’s accounting policies, procedures, and practices at all levels; review of potential significant financial risk to the Company; and monitor compliance with legal and regulatory requirements.

·Assure the ultimate accountability of the independent auditors to the Board of Directors and the Audit Committee, as representatives of the Company’s shareholders.

The Audit Committee has the authority to conduct any investigation appropriate to fulfilling its responsibilities, and it has direct access to the independent auditors as well as anyone in the organization.  The Audit Committee has the authority to retain, at the Company’s expense, independent legal, accounting, or other consultants or experts it deems necessary in the performance of its duties.

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II.Audit Committee Composition and Meetings

Audit Committee members shall meet the applicable independence requirements of the National Association of Securities Dealers (the “NASD”), the Securities and Exchange Commission (the “SEC”) and the Sarbanes-Oxley Act of 2002 (the “Act”).   The Audit Committee shall be comprised of three or more directors as determined by the Board, each of whom shall be independent (as defined by applicable rules of the NASD and the SEC) directors, free from any relationship that would interfere with the exercise of his or her independent judgment, and no Audit Committee member may, other than in the capacity of an Audit Committee or board member, accept any consulting, advisory, or other compensatory fee from the Company or its subsidiaries or be an affiliated person of the Company or its subsidiaries.  All members of the Audit Committee shall have a basic understanding of finance and accounting and be able to read and understand fundamental financial statements.  It is the intention of the Board to assure that at least one member of the Audit Committee shall satisfy the requirements of an “audit committee financial expert” (as defined under the Act and pursuant to regulations of the SEC).

Audit Committee members shall be appointed by the Board.  If an Audit Committee Chair is not designated or present, the members of the Audit Committee may designate a Chair by majority vote of the Audit Committee membership.

The Audit Committee shall meet at least four times annually, or more frequently as circumstances dictate.  The Audit Committee Chair shall prepare and/or approve an agenda in advance of each meeting.  The Audit Committee shall meet privately in executive session at least annually with management, the director of the internal auditing department, the independent auditors, and as a committee to discuss any matters that the Audit Committee or each of these groups believe should be discussed.  In addition, the Audit Committee, or its Chair, should communicate with management and the independent auditors quarterly to review the Company’s financial statements and significant findings based upon the auditors review procedures.

III.Audit Committee Responsibilities and Duties

Review Procedures

1.Review and reassess the adequacy of this Charter at least annually.  Submit the charter to the Board of Directors for approval and have the document published in the Company’s proxy statement at least every three years in accordance with SEC regulations.
2.Require the independent auditors to advise the Audit Committee in advance in the event that the independent auditors intend to provide any professional services to the Company other than services provided in connection with an audit or a review of the Company's financial statements ("non-audit services").  Approve in advance all audit, review or attest engagements and all permitted non-audit services performed by the Company’s independent auditors.
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3.Review all non-audit services provided by the Company's auditors and obtain confirmations from time to time from the Company's outside auditing firm that such firm is not providing to the Company (i) any of the non-auditing services listed in Section 10A(g) of the Securities Exchange Act of 1934, or (ii) any other non-audit service or any auditing service that has not been approved in advance by the Audit Committee.
4.Approve the provision of non-audit services that have not been pre-approved by the Audit Committee, but only to the extent that such non-audit services qualify under the de minimus exception set forth in Section 10A(i)(1)(B) of the Securities Exchange Act of 1934. Record in its minutes and report to the Board all approvals of audit services and non-audit services granted by the Audit Committee.
5.Review the Company’s annual audited financial statements prior to filing or distribution.  Review should include discussion with management and independent auditors of significant issues regarding accounting principles, practices and judgments.
6.In consultation with the management, the independent auditors, and the internal auditor, consider the integrity of the Company’s financial reporting processes and controls.  Discuss significant financial risk exposures and the steps management has taken to monitor, control, and report such exposures.  Review significant findings prepared by the independent auditors and the internal auditing department together with management’s responses.
7.Review with financial management and the independent auditors the Company’s quarterly financial results prior to the release of earnings and/or the Company’s quarterly financial statements prior to filing or distribution.  Discuss any significant changes to the Company’s accounting principles and any items to be communicated by the independent auditors in accordance with SAS 61 Communication with Audit Committees, as amended.  The Chair of the Committee may represent the entire audit committee for purposes of this review.

8.Review the independence and performance of the independent auditors and annually appoint the independent auditors or discharge the independent auditors when circumstances warrant.  The Audit Committee shall require the independent auditors to submit, on an annual basis, a formal written statement consistent with PCAOB Rule 3526, Communication with Audit Committees Concerning Independence setting forth all relationships between the independent auditors and the Company that may affect the objectivity and independence of the independent auditors.  Such statement shall confirm that the independent auditors are not aware of any conflict of interest prohibited by Section 10A(i) of the Securities Exchange Act of 1934.  The Audit Committee shall actively engage in a dialogue with the independent auditors with respect to any disclosed relationships or services that may impact the objectivity and independence of the independent auditors.  The Audit Committee shall take, or recommend to the full Board that the full Board take, appropriate action to oversee the independence of the independent auditors.
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9.Establish procedures for the receipt, retention and processing of complaints received by the Company regarding accounting, internal accounting controls and auditing matters and for the confidential submission by the Company’s employees of concerns regarding questionable accounting or auditing matters.

10.On an annual basis, review and discuss with the independent auditors all significant relationships they have with the Company that could impair the auditors’ independence.

11.Review the independent auditors’ audit plan – discuss scope, staffing, locations, reliance upon management and internal audit, and the general audit approach.

12.Prior to releasing the year-end earnings, discuss the results of the audit with the independent auditors.  Discuss certain matters required to be communicated to audit committees in accordance with AICPA SAS 61, as amended.

13.Consider the independent auditors’ judgments about the quality and appropriateness of the Company’s accounting principles as applied in its financial reporting and ensure the auditing firm reports to the Audit Committee under the requirements set forth in Section 204 of the Act.

14.Review the budget, plan, changes in plan, activities, organizational structure and qualifications of the internal audit department, as needed.

15.Review the appointment, performance, and replacement of the senior internal audit executive.

16.Review significant reports prepared by the internal audit department together with management’s response and follow-up to these reports.

17.On at least an annual basis, review with the Company’s counsel, any legal matters that could have a significant impact on the organization’s financial statements, the Company’s compliance with applicable laws and regulations, and inquiries received from regulators or governmental agencies.

18.On at least an annual basis, review with the Company’s counsel, the Code of Conduct for Directors, Officers and Employees of Center Bancorp, Inc. and Subsidiaries with respect to Conflict of Interest policies along with reports of outside associations and activities.

19.Commencing on such date as Section 102(a) of the Act becomes effective, obtain confirmation from the independent auditors at the commencement of each audit that such firm is a “registered public accounting firm” as such term is defined under the Act.
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20.Require the independent auditors to report to the Audit Committee all critical accounting policies and practices to be used, all alternative treatments of financial information within generally accepted accounting principles that have been discussed with the Company’s management, ramifications of the use of such alternative disclosures and treatments, the treatments preferred by the independent auditors and other material written communications between the independent auditors and the Company's management, including management's letters and schedules of unadjusted differences.
21.Investigate or consider such other matters within the scope of its responsibilities and duties as the Audit Committee may, in its discretion, determine to be advisable.
22.Review and approve all related party transactions, at least on a monthly basis, as defined in Item 404(a) of Regulation S-K under the Securities Act of 1933 and the Securities Exchange Act of 1934.  The Audit Committee has adopted the following written procedures governing related party transactions which among other things require:
·All related party transactions that have been previously approved by the full Board of Directors will not be included in the transactions that are approved by the Audit Committee.

·Any single related party transaction up to $10,000 is automatically deemed to be pre-approved by the Audit Committee.

·The Chairman of the Audit Committee is authorized to approve, prior to payment, related party transactions over $10,000 but not exceeding $50,000, and may override any previously approved transaction.

·Related party transactions over $50,000 must be approved, prior to payment, by a majority of the members of the Audit Committee.
·The Chairman of the Committee shall report to the Committee at the next Committee meeting any approval under this policy pursuant to delegated authority.
·Any proposed related party transaction involving a member of the Board of Directors or the Chief Executive Officer of the Company shall be reviewed and approved by the full Board of Directors.
·If the Company determines that a related party transaction ahs been entered into without prior approval as described above, the transaction shall be submitted to the Audit Committee for review.  The Audit Committee shall evaluate the transaction to determine if rescission of the transaction and/or any disciplinary action is appropriate.
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Other Audit Committee Responsibilities

23.Annually prepare a report to shareholders as required by the Securities and Exchange Commission, such report to be included in the Company’s annual proxy statement.

24.Perform any other activities consistent with this Charter, the Company’s bylaws, the Company’s certificate of incorporation and governing law, as the Committee or the Board deems necessary or appropriate.

25.Maintain minutes of meetings and periodically report to the Board of Directors on significant results of the foregoing activities.

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Annex C

CHARTER OF THE NOMINATING COMMITTEE

Purposes of the Nominating Committee

The purposes of the Nominating Committee are:

·to consider proposals made by shareholders and others to nominate specific individuals to the board of directors of Center Bancorp, Inc. (the “Company”);

·to identify qualified individuals for membership on such board (the “Board”) ; and

·to recommend to the Board the director nominees for election at each annual meeting of shareholders and at each other meeting of shareholders at which directors are to be elected.

Membership of the Nominating Committee

The Nominating Committee:

·shall consist of not less than three members of the Board, the exact number to be established by the board of directors from time to time;

·shall consist solely of individuals who meet the independence standards set forth in Securities and Exchange Commission rules and in the listing standards applicable to the Company; and

·shall consist solely of members who are appointed by, and who may be removed by, the Board.

Criteria for Nomination to the Board of Directors

Each individual nominated by the Nominating Committee to serve on the Board of Directors shall, in the Nominating Committee’s opinion, satisfy the following criteria (the “Minimum Criteria”) together with such other criteria as shall be established by the Nominating Committee:

·such nominee shall satisfy any legal requirements applicable to members of the Board;

·such nominee shall have business or professional experience that will enable such nominee to provide useful input to the Board in its deliberations;

·such nominee shall have a reputation, in one or more of the communities serviced by the Company and its subsidiaries, for honesty and ethical conduct;

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·such nominee shall have a working knowledge of the types of responsibilities expected of members of the board of directors of a public corporation; and

·such nominee shall have experience, either as a member of the board of directors of another public or private corporation or in another capacity, that demonstrates the nominee’s capacity to serve in a fiduciary position.

Procedures to be Followed with Respect to the Submission of Names for Consideration by the Nominating Committee.

The following procedures (the “Minimum Procedures”) shall be utilized in considering any candidate for election to the Board at an annual meeting, other than candidates who have previously served on the Board or who are recommended by the Board. A nomination must be delivered to the Secretary of the Company at the principal executive offices of the Company not later than the close of business on the ninetieth (90th) day nor earlier than the close of business on the one hundred twentieth (120th) day prior to the first anniversary of the preceding year’s annual meeting; provided, however, that if the date of the annual meeting is more than thirty (30) days before or more than sixty (60) days after such anniversary date, notice to be timely must be so delivered not earlier than the close of business on the one hundred twentieth (120th) day prior to such annual meeting and not later than the close of business on the later of the ninetieth (90th) day prior to such annual meeting or the close of business on the tenth (10th) day following the day on which public announcement of the date of such meeting is first made by the Company. In no event shall the public announcement of an adjournment or postponement of an annual meeting commence a new time period (or extend any time period) for the giving of a notice as described above. Such notice shall set forth as to each person whom the proponent proposes to nominate for election as a director (a) all information relating to such person that is required to be disclosed in solicitations of proxies for election of directors in an election contest, or is otherwise required, in each case pursuant to Regulation 14A under the Securities Exchange Act of 1934, as amended (including such person’s written consent to being named in the proxy statement as a nominee and to serving as a director it elected), and (b) information that will enable the Nominating Committee to determine whether the candidate satisfies the Minimum Criteria and any Additional Criteria (as defined below) established by the Nominating Committee.

In the event that a director is to be nominated at a special meeting of shareholders or is to be elected by the Board, the Nominating Committee shall develop procedures designed to conform, as nearly as practicable, to the procedures applicable to elections of Board members at annual meetings.

The Nominating Committee may, but shall not be required to, develop other procedures (the “Additional Procedures”) designed to supplement the Minimum Procedures.

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Processes to be Followed in Considering Candidates

Candidates to serve on the Board shall be identified from such sources as shall be available to the Nominating Committee, including without limitation recommendations made by shareholders.

There shall be no differences in the manner in which the Nominating Committee evaluates nominees recommended by shareholders and nominees recommended by the committee or management, except that no specific process shall be mandated with respect to the nomination of any individuals who have previously served on the Board. The evaluation process shall include (i) for individuals other than existing board members will include:

·a review of the information provided to the Nominating and Corporate Governance Committee by the proponent;
·if requested, a review of reference letters from at least two sources determined to be reputable by the Nominating and Corporate Governance Committee; and
·a personal interview of the candidate, together with a review of such other information as the Nominating and Corporate Governance Committee shall determine to be relevant.

Third Party Recommendations

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In connection with the 2021 annual meeting, the Nominating and Corporate Governance Committee did not receive any nominations from any shareholder or group of shareholders that owned more than 5% of common stock for at least one year.

Compensation Committee Interlocks and Insider Participation

There are no compensation committee “interlocks,” which generally means that no executive officer of the information providedCompany or the Bank served as a director or member of the compensation committee of another entity, one of whose executive officers serves as a director or member of the Compensation Committee of the Company.

Board Leadership; Lead Independent Director

Mr. Frank Sorrentino III, the Company’s President and CEO, also serves as Chairman. The Board considered the fact that Mr. Sorrentino had served as Chairman, President and CEO of our predecessor company, believed that that structure had worked well for the predecessor company and noted the success that Mr. Sorrentino had in growing the predecessor company. The Board believes that the combination of these two roles at this time provides the benefit of a more consistent communication and coordination throughout the organization. This, in turn, will result in a more effective and efficient implementation of corporate strategy and is important in unifying the Company’s strategy behind a single vision.

Our Board has also appointed Mr. Stephen T. Boswell, an independent director, to serve as Lead Independent Director of the Board. As Lead Independent Director, Mr. Boswell is charged with presiding over all Board meetings when the Chairman is not present, and presides over meetings of the non-management directors held in executive session. The Lead Independent Director has the responsibility of meeting and consulting with the Chairman and Chief Executive Officer on Board and committee meeting agendas, acting as a liaison between management and the non-management directors, including maintaining frequent contact with the Chairman and Chief Executive and advising him on the efficiency of the Board meetings, and facilitating teamwork and communication between the non-management directors and management.

Majority Vote Requirement

Although the NJBCA provides that elections to the Nominating CommitteeBoard of Directors are approved under a plurality voting standard, the Company’s has adopted a “majority voting” standard in uncontested elections in its bylaws. Pursuant thereto, each director has delivered to the Board an irrevocable resignation, which shall become effective in the event that, in an uncontested election, such director receives fewer “for” votes than “against” or “withhold” votes. Such resignation shall become effective upon (i) the selection of a replacement director, or (ii) 90 days after certification of such stockholder vote. The Board believes that this strategy best places ultimate authority of Board composition in the hands of the Company’s shareholders.

Risk Oversight

Risk is an inherent part of the business of banking. Financial risks faced by the proponent, (ii) if requested,Bank include credit risk relating to its loans and interest rate risk as it pertains to its entire balance sheet. The Bank is also exposed to non-financial risks relating to its operations, personnel, and regulatory environment, as well as extraneous risks surrounding regional and global socioeconomic conditions. The Board of Directors oversees these risks through the adoption of policies and by delegating oversight to certain committees, such as the Audit and Risk Committee, which is chartered with the responsibility to oversee and manage the risk profile of the Bank. This is accomplished through risk assessments, periodic committee meetings, and reporting from risk owners and control functions. Other committees focus on risks arising from specific Company activities, including the Loan and Asset/Liability Committee of the Bank. These committees exercise oversight by establishing a reviewcorporate environment that promotes timely and effective disclosure, fiscal accountability and compliance with all applicable laws and regulations. In addition, in order to enhance its risk oversight, the Company has retained a Chief Risk Officer in the fourth quarter of reference letters2020.

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Hedging and Pledging Policy

The Company considers it inappropriate for any director or officer to enter into speculative transactions in the Company’s securities to attempt to separate the economic risk of holding the Company’s securities from the ownership of the securities. The Company’s insider trading policy therefore prohibits the purchase or sale of puts, calls, options, or other derivative securities based on the Company’s securities. This prohibition also includes hedging or monetization transactions, such as forward sale contracts, in which the stockholder continues to own the underlying security without all the risks or rewards of ownership. The policy does not prohibit directors, officers, and other employees from pledging the Company’s securities they own as collateral. The prohibitions also do not apply to a broker-assisted cashless exercise of stock options granted as part of a Company incentive plan.

EXECUTIVE COMPENSATION - COMPENSATION DISCUSSION AND ANALYSIS

The Compensation Committee (the “Committee”) and the Company are both committed to a pay-for-performance philosophy. This Compensation Discussion  & Analysis (CD&A) provides information about the strategies and policies developed to ensure that executive compensation is strongly correlated with the Company’s overall performance and the individual performance of our executives.

Our Named Executive Officers (NEOs) for 2020 were:

Frank Sorrentino IIIChairman, President,  & Chief Executive Officer
William S. BurnsExecutive Vice President  & Chief Financial Officer
Elizabeth MagennisBank President
Christopher EwingExecutive Vice President  & Chief Operations Officer
Michael McGroverFirst Senior Vice President  & Chief Credit Officer


Executive Summary

Business Results

Fiscal year 2020 represented a year of significant challenges for the Company, the economy and the United States as a nation. Starting in March, the COVID-19 pandemic challenged every facet of our business. Our employees faced “stay at least two sourceshome” orders and the temporary closure of our branches, and during the course of the year significant numbers of our employees worked remotely. The economy of our metropolitan New York trade area faced, in succession, lock-downs and closings, re-openings with major restrictions, a lessening of restrictions and then re-imposition of more stringent restrictions. Following regulatory guidance, we worked with our borrowers most affected by the pandemic and government response, offering loan payment deferrals and other assistance. Due to the economic uncertainty caused by the pandemic, we significantly increased our provisions for loan losses.

Despite this disruption, our overall financial performance was strong with reported net income of $71.3 million. We ended the year in solid fashion, as our fourth quarter earnings exceeded earnings for the third quarter of 2020 and earnings for the fourth quarter of 2019. We achieved solid growth in our loan portfolio, shareholders’ equity and tangible book value per share, while continuing to maintain strong asset quality. We believe we are well positioned for even stronger performance as the economy begins its recovery from the pandemic. During 2020, we accomplished the following:

·Strong financial operating performance despite the disruption and economic dislocation caused by the COVID-19 pandemic
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oFor the full-year 2020, return on assets, return on tangible common equity and the efficiency ratio were 0.96%, 10.80% and 40.9%, respectively
oFor the second half of 2020, return on assets, return on tangible common equity and the efficiency ratio were 1.34%, 15.13% and 39.8%, respectively
oFor the full-year 2020, our pretax-pre provision operating earnings as a percent of assets was approximately 2%, placing us among the top performing banks nationwide.

·Our net interest margin widened each and every quarter of the year increasing to 3.50% for the 4th quarter of 2020 from 3.36% for the 4th quarter of 2019.

·We were an active participant in the SBA’s Paycheck Protection Program, helping businesses in our marketplace by directly originating approximately $500 million in PPP loans, and placing hundreds of millions of additional loans through our BoeFly fintech subsidiary.

·Tangible book value per share increased by 8.9% to $17.49 on December 31, 2020 from $16.06 at year-end 2019.

·Our risk-based capital ratios increased significantly over the course of the year. The Common Equity Tier 1 ratio increased to 10.79% from 9.95% and the Total Capital ratio increased to 15.08% from 12.96%.

·Asset quality remained strong. Our nonperforming assets ratio remained stable at 0.81% at year-end 2020 compared to 080% at year-end 2019. We increased our reserves by more than $40 million, largely to protect against potential COVID-related loan losses. Our loan loss reserve ratio increased to 1.27% from 0.75%.

·We completed and seamlessly integrated our acquisition of Bancorp of New Jersey on January 2, 2020, adding approximately $780 million of loans and deposits of $785 million.

In making compensation decisions, both in setting base salaries for 2021 and in determining bonus payments for 2020, our Compensation Committee decisions reflected the impact of the COVID-19 pandemic on our results, our stock performance and our markets.

2020 Compensation Decisions in Support of our Pay for Performance Philosophy

The Company had strong operational results and success during 2020, and expanded both through organic growth and acquisition. Our executive compensation program, practices and pay decisions are directly aligned with shareholders through rigorous stock ownership guidelines and equity based long-term incentives. As a result, our executive team does better when our stockholders see greater returns.

Our Compensation Approach

Our long range mission is to produce value for our shareholders by providing outstanding service and responsiveness to the markets and customers we serve. These goals are reflected in the Company’s compensation programs for its executive officers by:

●Ensuring that our key NEO’s maintain and hold a significant equity interest in the Company, thereby further aligning management interests with those of the shareholders, by making a significant portion of incentive compensation payable in Company stock and through robust stock ownership guidelines for our NEO’s;

●Creating balanced incentives that do not encourage NEOs to expose the Company to inappropriate risks by providing excessive compensation that could lead to material loss;
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●Providing a market competitive overall compensation package so that the Company may attract, retain and reward highly qualified, motivated and productive executives; and

●Rewarding individuals based on their responsibility and achievements within a framework that is internally equitable.

Performance-Based Compensation

Pay-for-performance is a key objective of our executive compensation program. A significant portion of our compensation program focuses on performance-based pay that rewards our achievements on an annual basis as well as our ability to deliver long-term value to our stockholders. We have a balanced approach to total compensation that includes a mix of base/fixed pay and variable/performance-based pay, a proportion of cash and equity and a proportion of short- and long-term incentive compensation. For the fiscal year 2020, our compensation targets and pay mix (targeting market median) are show below and represent our goal to provide:

·Significant portion of target pay that is at-risk and based on performance
·Meaningful portion of pay that is denominated as equity
·Half of our equity shares will vest only if predetermined performance goals are achieved

CEO Target Pay MixOther NEOs Target Pay Mix (1)

(1)Weighted Average of the Named Executive Officers other than the Chief Executive Officer

Compensation Design Principles and Governance Best Practices

The design principles of our executive compensation programs are intended to protect and promote the interests of our stockholders. Below we summarize certain practices we have implemented to drive performance and those we have not implemented because we do not believe they would serve our stockholder’s long-term interests.

·What We Do:

oPay for Performance — We provide a significant portion of pay based on performance (short- and long-term)
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oSound Risk Management — We discourage excessive risk taking and have designed our incentive plans with appropriate risk-mitigating features

oCaps on Incentives — We subject both short and long-term incentive payments to caps

oClawback — We have adopted a clawback policy requiring the return of incentive compensation in the event of a financial restatement

oStock Ownership Guidelines — We require our executives and directors to own and hold significant shares in our Company

oDouble-Trigger Change-in-Control (CIC) — CIC benefits pursuant to employment or change in control agreements are only paid upon a termination event following a CIC

oIndependence — The Committee engages an independent compensation consultant

oCompetitive Benchmarking — We benchmark our compensation practices to ensure executive compensation is consistent with market

·What We Don’t Do:

oTax Gross-Ups — We do not provide excise tax gross-ups on benefits or in change-in-control agreements

oStock Option Repricing — Our equity plans do not permit repricing of stock options that are out-of-the-money

oExcessive Perquisites — We do not permit perquisites other than those that are business-related

oDividends — We do not pay current dividends or dividend equivalents on unearned performance units or restricted stock units.

oHedging - Our insider trading policy prohibits the purchase or sale of puts, calls, options, or other derivative securities based on the Company’s securities. This prohibition also includes hedging or monetization transactions, such as forward sale contracts, in which the stockholder continues to own the underlying security without all the risks or rewards of ownership.

Say on Pay/Say on Frequency

The Company solicited a shareholder advisory vote on executive compensation in 2020, which received approval of 95.0% of the shares voted. Our shareholders have approved an annual advisory vote on executive compensation, and accordingly we will provide our shareholders an opportunity this year to approve our executive compensation on an advisory basis. While the say on pay vote is a formal means for soliciting shareholder feedback, the Company welcomes the opportunity to engage with shareholders any time.

Executive Compensation Objectives and Policies

We use our executive compensation programs to align the interests of executive officers with our shareholders. Our programs are designed to attract, retain and motivate leadership to support our growth and sustain our competitive advantage. Our compensation opportunities are aligned with the competitive market with actual pay that is designed to vary dependent on performance. We utilize a balance of fixed and variable pay components, cash and equity, and short and long-term performance horizons to determine our pay. Our compensation program is designed

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to support our business strategies, align our pay with our performance and reinforce sound compensation governance to mitigate excessive risk taking. The table below gives an overview of the compensation components used in our program and matches each with one or more of the objectives described above.

Compensation ComponentPurpose/Objective
Base Salary●     provides a competitive level of fixed income based on role, experience and individual performance; target market median
Annual Incentive Plan

●     motivates and rewards executives for performance on key financial, operational and individual objectives in support of our annual business plan and broader corporate strategies

●     rewards vary based on performance (higher performance will result in above market median pay; lower performance will result in below market median pay)

Long-Term Incentive Plan

●     aligns executives’ interests with those of shareholders through equity-based compensation

●     rewards executives for long-term shareholder value creation

●     encourages retention through multiple year vesting

●     motivates and rewards executives for performance – vesting and value is tied to achievement of specific performance and/or stock price appreciation

Other Benefits●     provides a base level of competitive benefits for executive talent
Employment Agreements/
Severance  & CIC
Agreements

●     provides employment security to key executives

●     focuses executives on company performance and transactions that are in the best interests of shareholders, regardless of the impact such transactions may have on the executive’s employment

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Peer Group  & Competitive Benchmarking

The Compensation Committee typically conducts comprehensive benchmark reviews every other year. In November 2019, the Committee engaged the independent consultant to update the peer group and competitive benchmarking for consideration in setting 2020 compensation. The 2020 peer group consisted of publicly traded Mid-Atlantic, Connecticut, Massachusetts, and Rhode Island bank holding companies with a total asset range of $4 billion to $18 billion, with a goal to target our assets at the median.

2020 Peer Group
Atlantic Union Bankshares CorporationFlushing Financial Corporation
Berkshire Hills Bancorp, Inc.Independent Bank Group, Inc.
Bridge Bancorp, Inc.Independent Bank Corp.
Brookline Bancorp, Inc.Lakeland Bancorp, Inc.
Bryn Mawr Bank CorporationOceanFirst Financial Corp.
Cadence BancorporationPeapack-Gladstone Financial Corporation
Customers Bancorp, Inc.Provident Financial Services, Inc.
Dime Community Bancshares, Inc.Sandy Spring Bancorp, Inc.
Eagle Bancorp, Inc.Univest Financial Corporation
First Midwest Bancorp, Inc.Washington Trust Bancorp, Inc.
First of Long Island Corporation

2020 Executive Compensation Program and Pay Decisions:

Base Salary

The Compensation Committee reviews salaries each year with a goal to retain competitive positioning with market as the Company continues to grow. The Committee considerers the benchmark data provided by the consultant, performance, experience and any unique contributions of the role(s) as appropriate. Based on data provided by the independent consultant, the Committee determined that increases for each of the Named Executive Officers’ salary was appropriate and reflected for positioning relative to market, executive performance, and the Company’s continued strong asset growth, performance and diversification. The table below summarizes the salaries effective as of January 1, 2019 and January 1, 2020, which reflected modest competitive adjustments in line with our significant growth:

Executive 2019 Base Salary 2020 Base Salary Percent Increase
Frank Sorrentino III $800,000 $825,000 3.1%
William S. Burns 420,000 430,000 2.4
Elizabeth Magennis 400,000 450,000 5.0
Christopher Ewing 360,000 375,000 4.2
Michael McGrover 305,000 315,000 3.3
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In light of the impact and uncertainty of the COVID-19 pandemic on the economy, our operations and the trading markets, our Compensation Committee determined that, with the exception of Ms. Magennis, base salary increases were not appropriate for 2021. However, Ms. Magennis was promoted to President of the Bank in 2021, and the Committee determined that, in light of her additional duties and market compensation for the position, as raise was warranted for Ms. Magennis. Accordingly, the Compensation Committee approved the following base salaries:

Executive2021 Base Salary

Percent Increase

From 2020

Frank Sorrentino III$825,000-- %
William S. Burns430,000--
Elizabeth Magennis450,000*7.1
Christopher Ewing375,000--
Michael McGrover315,000--

*Ms. Magennis’s base annual salary was increased to $450,000 on December 1, 2020, concurrent with her promotion to Bank President.

Annual Incentive

An important element of our performance-based pay program is our Executive Annual Incentive Plan, which provides cash incentives based on attaining pre-established goals. Each participant has a target incentive opportunity expressed as a percentage of base salary, although actual payouts can range from a 50% payout at threshold performance to 150% of target for stretch performance, with no payout below threshold. The 2020 incentive targets are summarized below.

ExecutiveTarget Incentive Opportunity
(+/- 50% for each performance goal for
threshold, target and stretch)
Frank Sorrentino III75%
William S. Burns50
Elizabeth Magennis50
Christopher Ewing50
Michael McGrover35
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The Compensation Committee establishes performance measures on an annual basis that are tied specifically to the Company’s financial performance (return on average assets, operating efficiency ratio and tangible book value) and individual executive performance. The weights and performance goals of these factors are summarized in the following table:

Performance Measure Weight Threshold
(50%)		 Target
(100%)		 Stretch
(150%)
Core Return on Assets (ROA)  25%  0.95%  1.15%  1.35%
Operating Efficiency Ratio (1)  25%  44.0%  42.0%  40.0%
Tangible Book Value Per Share  25% $16.25  $16.65  $17.00 
Individual Strategic Performance  25%      Varies     

(1)The Operating Efficiency Ratio is calculated as total noninterest expenses, excluding non-operating expenses, divided by the sum of (i) net interest income, on a fully taxable equivalent basis, less the benefit of purchase accounting fair value marks and (ii) noninterest income, excluding securities gains and nonrecurring items.

At the end of the year, the Compensation Committee determined a payout percentage based on an assessment of the Company’s three quantitative financial measures (determined formulaically without any adjustments in recognition of COVID-19 or economic impact) as well as an assessment of each executive’s performance and contribution toward strategic goals. The corporate results were calculated as follows:

Performance Measure 2020
Performance		ResultPayout Result
Core Return on Assets (ROA) 1.16%Above Target102.5%
Operating Efficiency Ratio 40.9%Above Target127.5%
Tangible Book Value Per Share $17.49Above Stretch150.0%
Individual Strategic Performance  (See Below)Varies

The average of the performance payout results shown above, without taking into account an individual performance accomplishments, would have indicated a payout of 126.7% of the targeted payout. However, in light of the impact and uncertainty of the COVID-19 pandemic on the economy, our operations and the trading markets, our Compensation Committee determined to be reputablecap the payout for financial metrics at 125% of the targeted payout.

In determining the performance on the individual portion of the annual incentive, the Committee considered its assessment of the Chief Executive Officer’s performance and the Chief Executive Officer’s evaluation of the Named Executive Officers’ performance. In light of strong performance on operational, strategic, financial shareholder metrics, and in consideration of the significant individual and collective achievements of the executive team during 2020, the Committee approved payouts of up to 125% of target on the individual performance portion for all Named Executive Officers. The table below summarizes some of the key accomplishments considered by the Nominating Committee and (iii) a personal interview ofin determining the candidate, together with a review of such other information as the Nominating Committee shall determine to be relevant.individual component.

Named Executive OfficersSelect 2020 Individual Results
Frank Sorrentino III●

Exhibited strong leadership as the strategic plan goals were offset by the emergence of the COVID pandemic in 2020, including:

o    Maintaining our “People First” and “Sense of Urgency” culture throughout the entire organization

o    Understanding the rapidly changing marketplace and moving the Company to function in a new untested environment

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Duties of the Nominating Committee

The Nominating Committee shall:

 ·determine whether other criteria (the “Additional Criteria”), beyond

o    Leading the Minimum Criteria, should applymovement to support clients in nominating memberstheir time of need including being among the first institution to fund a PPP Loan in the nation.

o    Maintained the discipline to keep the conversion  of the Bank of New Jersey transaction on track through a completely digital process.

o    Mentoring and coaching of all senior management team members in this rapidly changing environment to focus on the transition required internally as well as the support of our clients

o    Continued and doubled down on the “Technology Forward” strategy at multiple levels of the organization of our “Digital Everything” strategy

o    Provided the leadership necessary to guide the BoeFly division to support the majority of its client base and rebuild the entire the technology platform in the process

●    Continued effective leadership at the Board such Additional Criterialevel on various initiatives including corporate governance, risk management and diversity

●    Promoted the Company's image nationally by appearing on  nationally recognized media channels while become recognized as thought leader in the changing economic environment.

William S. Burns

●    Completed Bank New Jersey Acquisition achieving record cost saves and earnings accretion

●    Readied the Company for CECL accounting standard

●    Oversaw the widening of the Bank’s net interest margin through strategic positioning during a period when most Bank’s margins contracted

●    Promoted efficiency across the organization culminating in a best-in-class efficiency ratio

●    Led issuance of Subordinated holding company debt during one of the worst stages of the pandemic 

●    Ran process and negotiated sale of branches to Rhinebeck

●    Maintained relationships with sell side securities analysts leading to increased coverage and all “buy” ratings for the Company

Elizabeth Magennis

●    Successfully integrated Bancorp of New Jersey acquisition from both a staff and client perspectives.

●    Transitioned the bank to a largely remote operation due to COVID with minimal disruption 

●    Oversaw Paycheck Protection Plan lending originating nearly $500 million in loans helping to support the local economy

●    Led loan deferment process under the CARES Act, providing relief to clients and protecting the Bank’s capital and reserves 

●    Continued to streamline operations utilizing technology to maintain best-in-class efficiency

 Christopher Ewing

●    Oversaw operational integration of Bancorp of New Jersey acquisition into the Company

●    Managed relationship with our core systems provider, reducing our costs despite significant growth in accounts

●    Played critical role with the onset of COVID. Due to the Remote Access technology in place, the mass movement of staff from an office environment to 95% Remote Workforce was successfully completed with no disruption of service 

●    Initiated contactless cards, one of the first regional banks to do so

●    Upgraded the call center and installed a new technology center

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 ·reflect, at a minimum,

●    Supported our BoeFly subsidiary by re-engineering bVerify, Market Place and its website. Added workflow improvements that enhanced the experience for all applicable laws, rules, regulationsBoeFly stakeholders.

Michael McGrover

●    Directed Credit Officers on special projects during the pandemic that included the SBA PPP loan program and listing standards applicableloan deferments

●    Guided the integration of the Bank of New Jersey credit culture and underwriting process into the Company’s

●    Oversaw changes and enhancements to the Company,Bank’s credit policy to mitigate potential risk resulting from the Pandemic, new loan products and overall growth

●    Continued to develop and implement functionality on the nCino platform to improve risk rating accuracy


Executive 2020 Target Annual
Incentive Award(1)		 2020 Actual Annual
Incentive Award
Frank Sorrentino III $618,750 $773,438
William S. Burns 215,000 268,750
Elizabeth Magennis 225,000 281,250
Christopher Ewing 187,500 225,000
Michael McGrover 110,250 104,738
 ·(1)take into account a potential candidate’s experience, areas of expertise and other factors relative to the overall composition of the board of directors;Based upon base salary at year end 2020.

Long-Term Incentives – Equity-Based Awards

The Company’s long-term incentive plan (“LTIP”) is designed to be performance-based, align executives with shareholder interest and promote the long-term success of the Company. In March 2020, the Committee approved a target long-term incentive award (split evenly between performance shares and time vested restricted stock).

2020 LTIP Mix–All NEOs

 

Time-vested restricted stockunit (RSU) awards have a target opportunity but can be granted based on the Compensation Committee’s assessment of business environment, affordability, and corporate and individual performance. The value of awards granted may vary from 0% – 150% of target for that component, based on the Committee assessment. Once granted, restricted stock vests ratably over a three-year period.

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Performance-based restricted shares (Performance shares) are granted at target and earned based on our three-year performance for the period January 1, 2020 through December 31, 2022. The potential number of shares that can vest will range from 0% to 150% of the target levels depending on our Core Return on Average Assets (Core ROA) performance relative to an industry index. Core ROA was determined by the Compensation Committee to be an effective indicator of executives’ performance and ability to influence the profitability of the Company. Strong ROA over time, particularly relative to industry competitors, enhances the Company’s performance and aligns with shareholder value.

The Industry Index allows for relative comparison of the Company’s performance to the performance of other banks of similar size/region during the same time period. The Industry Index consists of banks in the Mid-Atlantic and Northeast Region with total assets between $2.5 billion and $12.5 billion, traded on the NASDAQ or NYSE exchanges.

Performance shares vest after three years based on the Company’s Core ROA performance relative to the Industry Index banks in accordance with the payout scale below:

CNOB Ranking vs. Industry
Index		% of Performance Units Earned
(2020 – 2022)
75th percentile and above150%
50th percentile100%
40th percentile50%
Below 40th percentile0%

Below is a summary of the 2020 grants.

Performance shares were issued in March 2020 at target, since vesting is dependent upon actual performance during the three-year period commencing January 1, 2020 and ending December 31, 2022.

Restricted Stock Units were granted in March 2020 based on the Compensation Committee’s holistic reflection of 2019 Company and Individual performance. Considerations in determining the award of restricted stock included continued strong profitability and low operating efficiency ratio, and individual performance contributions that collectively resulted in a strong market positioning for the Company going forward. Based on this assessment, the Committee approved grants at 150% of target.

Grants were approved by the Committee as follows:

  Performance Shares Restricted Stock Units Total
Executive Target # Shares Grant Value # Shares Grant Value Grant Value
Frank Sorrentino III  38,301  $412,502   57,451       $618,747  $1,031,249 
William S. Burns  11,978   129,003   17,967  $193,505   322,508 
Elizabeth Magennis  11,699   125,998   17,549  $189,003   315,001 
Christopher Ewing  10,446   112,503   15,669  $168,755   281,259 
Michael McGrover  5,118   55,121   7,678  $82,692   137,813 

By policy, we do not pay current dividends or dividend equivalents on unearned performance units or restricted stock units.

2018 – 2020 Performance Share Vesting

Performance shares granted in the first quarter of 2018 were designed to vest between 0% to 150% of target based on the Company’s relative core return on assets compared to an industry index (i.e., U.S. bank holding

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companies headquartered in the Northeast and Mid-Atlantic regions with total assets between $2.0 billion and $10.0 billion as of year-end 2017). Based on data reported by S&P Global for the period January 1, 2018 through December 31, 2020, the Company’s actual core return on assets of 1.24% ranked at the 79th percentile resulting in the vesting of 150% of the target performance shares.

Benefits and Other Compensation

Retirement Benefits and Perquisites

One of the goals of the Company’s compensation program is to provide limited retirement benefits to our NEO’s as an additional retention tool. The Company therefore entered into Supplemental Executive Retirement Plans with each of its NEO’s. The benefits under each plan differ based upon a number of factors, including, among others, the participant’s age, the reason for any separation from service, and whether the participant has met the vesting requirements set forth in the plan at the time of any payment triggering event. In addition, Executives participate in the ConnectOne Bank 401(k) Retirement Plan, which is offered to all Bank employees. As stated in the Executive Compensation Objectives and Policies section, the Bank does not place emphasis on perquisites for NEOs, although a car allowance is provided to this group to offset any and all automobile expenses (mileage, tolls, insurance, gas) incurred as part of their job duties.

Employment Agreements

The Company is party to employment agreements with several executives. The following is a summary of those agreements.

Mr. Sorrentino’s Employment Agreement

The employment agreement with Mr. Sorrentino has an initial three-year term, and will automatically renew for one additional year unless any party provides written notice of its intention not to renew. Under the agreement, Mr. Sorrentino will receive an annual base salary of $735,000, subject to increase as determined by the Board. He will also be eligible to participate in the Company’s incentive plans and other benefit plans for executive officers. Under the agreement, the Company or Bank will reimburse Mr. Sorrentino for his reasonable business expenses, and provide him with a $1,250 monthly car allowance. In the event that Mr. Sorrentino’s employment is terminated without “cause” or he resigns for “good cause”, as such terms are defined in the employment agreement, he is entitled to receive a lump sum cash payment equal to two and a half (2.5) times the sum of his current base salary and target cash bonus; (ii) a prorated bonus for the year of termination and (iii) continued health and welfare benefits for up to 18 months. If such a termination occurs within two years following a change in control (as defined in the employment agreement), Mr. Sorrentino will receive: (i) a lump sum cash payment equal to three (3) times the sum of Mr. Sorrentino’s current base salary and target cash bonus; (ii) a prorated bonus for the year of termination based on actual performance and will be paid at the time annual bonuses for such year are ordinarily paid, and (iii) continued health and welfare benefits for up to 18 months. The severance benefits are subject to reduction in the event the benefits would constitute an “excess parachute payment” under Section 280G of the Internal Revenue Code of 1986, as amended.

Mr. Burns’ Employment Agreement

The employment agreement with Mr. Burns has an initial three-year term, and will automatically renew for one additional year unless any party provides written notice of its intention not to renew. Under the agreement, Mr. Burns will receive an annual base salary of $381,000, subject to increase as determined by the Board. He will also be eligible to participate in the Company’s incentive plans and other benefit plans for executive officers. Under the agreement, the Company or Bank will reimburse Mr. Burns for his reasonable business expenses, and provide him with a $750 monthly car allowance. In the event that Mr. Burns’ employment is terminated without “cause” or he resigns for “good cause”, as such terms are defined in the employment agreement, he is entitled to receive a lump sum cash payment equal to two and a half (2.5) times the sum of his current base salary and target cash bonus; (ii) a

·determine whether the Minimum Procedures should be supplemented with Additional Procedures relating to the information to be submitted to the Nominating Committee regarding prospective candidates;27

prorated bonus for the year of termination and (iii) continued health and welfare benefits for up to 18 months. If such a termination occurs within two years following a change in control (as defined in the employment agreement), Mr. Burns will receive: (i) a lump sum cash payment equal to three (3) times the sum of Mr. Burns’ current base salary and target cash bonus; (ii) a prorated bonus for the year of termination, based on actual performance and will be paid at the time annual bonuses for such year are ordinarily paid and (iii) continued health and welfare benefits for up to 18 months. The severance benefits are subject to reduction in the event the benefits would constitute an “excess parachute payment” under Section 280G of the Internal Revenue Code of 1986, as amended.

Ms. Magennis’ Employment Agreement

The employment agreement with Ms. Magennis has an initial three-year term, and will automatically renew for one additional year unless any party provides written notice of its intention not to renew. Under the agreement, Ms. Magennis will receive an annual base salary of $352,000, subject to increase as determined by the Board. She will also be eligible to participate in the Company’s incentive plans and other benefit plans for executive officers. Under the agreement, the Company or Bank will reimburse Ms. Magennis for her reasonable business expenses, and provide her with a $750 monthly car allowance. In the event that Ms. Magennis’ employment is terminated without “cause” or she resigns for “good cause”, as such terms are defined in the employment agreement, she is entitled to receive a lump sum cash payment equal to one and a half (1.5) times the sum of her current base salary and target cash bonus; (ii) a prorated bonus for the year of termination and (iii) continued health and welfare benefits for up to 18 months. If such a termination occurs within two years following a change in control (as defined in the employment agreement), Ms. Magennis will receive: (i) a lump sum cash payment equal to two (2) times the sum of Ms. Magennis’ current base salary and target cash bonus; (ii) a prorated bonus for the year of termination, based on actual performance and will be paid at the time annual bonuses for such year are ordinarily paid and (iii) continued health and welfare benefits for up to 18 months. The severance benefits are subject to reduction in the event the benefits would constitute an “excess parachute payment” under Section 280G of the Internal Revenue Code of 1986, as amended.

Mr. Ewing’s Employment Agreement

The employment agreement with Mr. Ewing has an initial three-year term, and will automatically renew for one additional year unless any party provides written notice of its intention not to renew. Under the agreement, Mr. Ewing will receive an annual base salary of $310,000, subject to increase as determined by the Board. He will also be eligible to participate in the Company’s incentive plans and other benefit plans for executive officers. Under the agreement, the Company or Bank will reimburse Mr. Ewing for his reasonable business expenses, and provide him with a $750 monthly car allowance. In the event that Mr. Ewing’s employment is terminated without “cause” or he resigns for “good cause”, as such terms are defined in the employment agreement, he is entitled to receive a lump sum cash payment equal to three-fourths (0.75) times the sum of his current base salary and target cash bonus; (ii) a prorated bonus for the year of termination and (iii) continued health and welfare benefits for up to 18 months. If such a termination occurs within two years following a change in control (as defined in the employment agreement), Mr. Ewing will receive: (i) a lump sum cash payment equal to one (1) times the sum of Mr. Ewing’s current base salary and target cash bonus; (ii) a prorated bonus for the year of termination based on actual performance and will be paid at the time annual bonuses for such year are ordinarily paid and (iii) continued health and welfare benefits for up to 18 months. The severance benefits are subject to reduction in the event the benefits would constitute an “excess parachute payment” under Section 280G of the Internal Revenue Code of 1986, as amended.

Roles  & Responsibilities

Compensation Committee

The Compensation Committee of the Board of Directors is responsible for discharging the Board’s duties in executive compensation matters and for administering the Company’s incentive and equity-based plans. This includes oversight of the total compensation programs for the Company’s CEO and other executive officers, including all Named Executive Officers. The Committee is comprised solely of independent directors. The Committee receives input and data from Finance and Human Resources functions as well as outside consultants and advisors to provide external reference and perspective.

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·annually review the size, composition and needs of the Board and make recommendations to the Board;

·recommend to the Board the director nominees for election at the next annual meeting of shareholders;

·consider and recommend candidates for appointment to the Board to the extent vacancies arise between annual meetings of shareholders;

·consider director candidates submitted by shareholders and other third-parties, in accordance with the Minimum Procedures and any Additional Procedures adopted by the Nominating Committee; and

·annually review the Nominating Committee charter and recommend to the Board any changes it deems necessary or desirable.

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Meetings

The Committee reviews all compensation components for the Company’s Chief Executive Officer and other executive officers, including base salary, annual incentive, long-term incentives/equity and other benefits and perquisites. The Committee reviews the Chief Executive Officer’s performance annually and makes decisions regarding the Named Executive Officers’ compensation, including base salary, incentives and equity grants based on this review. The Compensation Committee reviews its decisions with the full Board of Directors.

The Committee has the sole authority and resources to obtain advice and assistance from internal or external legal, human resources, accounting or other advisors, or consultants as it deems desirable or appropriate. The Committee has direct access to outside advisors and consultants throughout the year as they relate to executive compensation. The Committee has direct access to and meets periodically with the compensation consultant independently of management.

Independent Compensation Consultant

The Compensation Committee retains Meridian Compensation Partners LLC as its compensation consultant. Meridian reports directly to the Committee and performs no other work for the Company. The Consultant carries out its responsibilities to the Committee as requested by the Committee. The Committee has reviewed and concluded that Meridian’s consultation services comply with the standards adopted by the SEC and by NASDAQ with respect to compensation advisor independence and conflicts of interest.

Management

Although the Committee makes independent determinations on all matters related to compensation of the NominatingNamed Executive Officers, certain members of management may be requested to attend or provide input to the Committee. Input may be sought from the Chief Executive Officer, Chief Financial Officer, or others to ensure the Committee


The Nominating Committee shall meet as often as necessary has the information and perspective it needs to carry out its responsibilities, but not less than once each year. Atduties.

In particular, the discretionCommittee seeks input from the Chief Executive Officer on matters relating to strategic objectives, Company performance goals and input on his assessment of the chairpersonNamed Executive Officers, including contribution and individual performance of each of his direct reports. The Chief Executive Officer and the Chief Financial Officer often assist the Committee on matters of design, administration and operation of the NominatingCompany’s compensation programs.

Although executives may provide insight, suggestions or recommendations regarding executive compensation, they are not present during the Compensation Committee’s deliberations or vote. Only Compensation Committee but at least once each year for all or a portion of a meeting, the members of the Nominatingvote on decisions regarding executive compensation. The Committee shall meetregularly meets in executive session without anymanagement present. While the Chief Executive Officer makes recommendations on other Named Executive Officers, the Committee is ultimately responsible for approving compensation for all Named Executive Officers. The Chief Executive Officer’s compensation is discussed in executive session without members of management, including the Chief Executive Officer, present.

Additional Information about Our Compensation Practices

As a matter of sound governance, we follow certain practices with respect to our compensation program. We regularly review and evaluate our compensation practices in light of regulatory developments, market standards and other considerations.

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Additional Authority

Anti-Hedging Policy

Our insider trading policy prohibits the purchase or sale of puts, calls, options, or other derivative securities based on the Company’s securities. This prohibition also includes hedging or monetization transactions, such as forward sale contracts, in which the stockholder continues to own the underlying security without all the risks or rewards of ownership.

Policy on Incentive Compensation Clawback

The Company has a clawback policy requiring the return of incentive compensation in the event of a financial restatement. Specifically, if the Company restates its financial statements, then, to the fullest extent permitted by law, the Company shall require each current or former executive officer, to reimburse such compensation that would have been in excess of that which would have been paid based to him or her upon the financial statements as so restated.

Stock Ownership Guidelines

The Compensation Committee has a stock ownership policy that requires officers with the title Executive Vice President and above, together with members of the NominatingBoard, to own a significant amount of the Company’s stock. Specific guidelines are:

●Six (6) times the then annual base salary for the Chief Executive Officer
●Three (3) times the then annual base salary for the Bank President and the Executive Vice President, Chief Financial Officer
●Two (2) times the then annual base salary for other Executive Vice Presidents
●Directors are expected to achieve ownership equal to five (5) times the sum of (i) the then-current annual cash retainer and (ii) the then-current value of the annual equity award.

The period to achieve compliance is five (5) years from the later of (1) the day the individual become subject to the policy, or (2) the day of adoption of these guidelines, which was December 22, 2015. The Compensation Committee monitors ownership levels and compliance on an annual basis. Below is a summary of shares that qualify for the ownership requirements described above (unexercised stock options and unvested performance shares are excluded):

●Beneficially owned shares that the individual owns or has voting power over, including the power to vote (including restricted shares), or to direct the voting; and/or, investment power including the power to dispose or to direct the disposition.
●Shares owned by an individual in the Company’s benefit plans (e.g., 401(k)).

The following table provides each named executive officer’s compliance with the Stock Ownership Guidelines:

 SalaryRequired Ownership GuidelineRequirement ($)Requirement in
Shares (1)

Shares owned at 12/31/20

Frank Sorrentino III$825,0006x$4,950,000198,000778,426
William S. Burns430,0003x1,290,00051,60088,842
Elizabeth Magennis450,0003x1,350,00054,00086,639
Christopher Ewing375,0002x750,00030,00034,471
Michael McGrover315,000n.a.0-28,220

(1)Based the Company’s share price as of April 6, 2021.
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Risk Assessment Review

The Committee reviews the structure and components of our compensation arrangements, the material potential sources of risk in our business lines and compensation arrangements, and various policies and practices of the Company that mitigate this risk. Within this framework, the Committee discusses the parameters of acceptable and excessive risk-taking and the general business goals and concerns of the Company. In particular, the Committee focuses on the risks associated with the design of each plan, the mitigation factors that exist for each plan, additional factors that could be considered and an overall risk assessment with respect to the plans. All of our plans have links to corporate or business line results that allow for funding to be adjusted downward, awards are capped, and our governance procedures ensure awards are reviewed for appropriateness before they are distributed.

We have determined our executive and employee incentive compensation plans are not reasonably likely to have a material adverse effect on the Company. Further, it is both the Committee’s and management’s intent to continue to evolve our processes going forward by monitoring regulations and best practices for sound incentive compensation.

Accounting  & Tax Treatment of Compensation

The accounting and tax treatment of compensation generally has not been a factor in determining the amounts of compensation for our executive officers. However, the Compensation Committee and management have considered the accounting and tax impact of various program designs to balance the potential cost to the Company with the benefit to the executive.

Section 162(m) of the Internal Revenue Code generally disallows a tax deduction to public companies for annual non-performance based compensation over $1.0 million paid to their named executive officers. In December 2017, the Tax Cuts and Jobs Act was enacted. Under the Tax Cuts and Jobs Act, the qualified performance-based compensation exception to Section 162(m) that generally provided for the continued deductibility of performance-based compensation was repealed, effective for tax years commencing on or after January 1, 2018. Accordingly, commencing with our fiscal year ended December 31, 2018, compensation to our NEOs in excess of $1,000,000 not awarded prior to November 2, 2017, will generally not be deductible. The Committee will continue to evaluate the impact of the elimination of the performance-based exemption on its compensation programs. The Committee may award compensation in the future that is not fully deductible under Section 162(m) if the Committee believes that such compensation will help the Company achieve its business objectives and serve the best interests of its shareholders.

Report of the Compensation Committee

The Compensation Committee has reviewed and discussed the Compensation Discussion and Analysis, or CD&A, contained in this proxy statement with management. Based on the Compensation Committee’s review of and discussion with management with respect to the CD&A, the Compensation Committee has recommended to the Board of Directors of the Company that the CD&A be included in this proxy statement and the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2020, for filing with the SEC.

The foregoing report is provided by the Compensation Committee of the Board of Directors:

Stephen T. Boswell (Chair)
Kathern Nukk-Freeman
William A. Thompson

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Summary Compensation Table

The Nominatingfollowing table sets forth for the prior three years the compensation paid to (a) the Company’s Chief Executive Officer and Chief Financial Officer and our three other most highly compensated executive officers earning in excess of $100,000 serving as of the fiscal year ended December 31, 2020, (collectively the “Named Executive Officers”):

Summary Compensation Table
     Salary  Bonus  Stock
Awards(1)		  Option
Awards		  Non-equity
incentive plan
compensation		  Change in
pension value
and non-
qualified
deferred
compensation
earnings		  All other
compensation(2)		  Total 
Name and Principal Position  Year   ($)   ($)   ($)   ($)   ($)   ($)   ($)   ($) 
(a)  (b)   (c)   (d)   (e)   (f)   (g)   (h)   (i)   (j) 
Frank Sorrentino III, Chairman & Chief Executive Officer  2020  $825,000   -  $1,031,249   -  $773,438  $185,691  $33,015  $2,848,394 
  2019   800,000   -   849,999   -   780,000   125,191   32,597   2,587,787 
  2018   800,000   -   749,986   -   540,000   -   26,815   2,116,801 
William S. Burns, Executive Vice President & Chief Financial Officer  2020  $430,000  $-  $322,508  $-  $268,750  $122,343  $28,782  $1,172,383 
  2019   420,000   -   262,515   -   315,000   86,908   28,073   1,112,496 
  2018   411,000   -   205,499   -   221,940   -   20,830   859,269 
Elizabeth Magennis, Executive Vice President & Bank President  2020  $422,500  $-  $315,001  $-  $281,250  $32,898  $25,178  $1,076,827 
  2019   400,000   -   250,000   -   300,000   19,330   24,916   994,246 
  2018   385,000   -   192,489   -   207,900   -   18,062   803,451 
Chris Ewing, Executive Vice President & Chief Operations Officer  2020  $375,000  $-  $281,259  $-  $225,000  $94,333  $28,782  $1,004,374 
  2019   360,000   -   225,010   -   270,000   64,404   26,597   946,011 
  2018   340,000   -   170,011   -   183,600   -   19,894   713,505 
Michael McGover, First Senior Vice President & Chief Credit Officer  2020  $315,000  $-  $137,813  $-  $104,738  $45,088  $24,620  $627,259 
  2019   305,000   -   133,430   -   160,125   31,556   24,808   654,919 
  2018   295,000   -   110,603   -   119,475   -   17,328   542,406 

(1)Stock awards reported in 2020 reflect the grant date fair value of restricted stock units awards and performance units awards under Accounting Standards Codification Topic No. 718, Compensation-Stock Compensation (“ASC Topic 718”) granted by the Compensation Committee under the Equity Incentive Plan, which permits the Compensation Committee to determine to pay awards, in whole or in part, in the form of grants of stock-based awards under the Long-Term Stock Incentive Plan. Restricted stock units awards are time-based, while the performance units awards are performance-based.

Time-based restricted stock units awards

The value of the time-based restricted stock units awards reported in column (e) for each of our Named Executive Officers’ were as follows:

Name Value of Restricted
Stock Unit Awards
Issued in 2020 (a)		 
Frank Sorrentino III  $618,747 
William S. Burns   193,505 
Elizabeth Magennis   189,003 
Christopher Ewing   168 755 
Michael McGrover   82,692 

(a)These values are based on probable outcome values of awards. Restrictions on time-based restricted stock units awards lapse at the rate of one-third each year over a three-year period.
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Performance units awards

Restrictions on performance-based awards lapse based on achievement of the performance goals set forth in the awards agreement based on performance as compared to peer groups. The following tables details the value of the performance units award at the time they were granted, assuming a probable outcome regarding performance, and the value assuming the maximum achievement of performance goals

Name Target Value at
Grant Date		  Maximum Value at Grant
Date		 
Frank Sorrentino III  $412,502   $618,753 
William S. Burns   129,003    193,505 
Elizabeth Magennis   125,998    188,997 
Christopher Ewing   112,503    168,755 
Michael McGrover   55,121    82,681 

(2)Mr. Sorrentino’s total includes a $15,000 annual car allowance for 2018, 2019 and 2020.

POST-TERMINATION BENEFITS

Employment Agreements

The Company and the Bank are parties to employment agreements with Messrs. Frank Sorrentino III, our Chairman, Chief Executive Officer, and President, William S. Burns our Executive Vice President and Chief Financial Officer, Christopher Ewing, our Executive Vice President and Chief Operations Officer, and Ms. Elizabeth Magennis, our Bank President. Each of these agreements include provisions with respect to post-termination benefits, as described below.

In the event that Mr. Sorrentino’s employment is terminated without “cause” or he resigns for “good cause”, as such terms are defined in the employment agreement, he is entitled to receive a lump sum cash payment equal to two and a half (2.5) times the sum of his current base salary and target cash bonus; (ii) a prorated bonus for the year of termination and (iii) continued health and welfare benefits for up to 18 months. If such a termination occurs within two years following a change in control (as defined in the employment agreement), Mr. Sorrentino will receive: (i) a lump sum cash payment equal to three (3) times the sum of Mr. Sorrentino’s current base salary and target cash bonus; (ii) a prorated bonus for the year of termination based on actual performance and will be paid at the time annual bonuses for such year are ordinarily paid, and (iii) continued health and welfare benefits for up to 18 months. The severance benefits are subject to reduction in the event the benefits would constitute an “excess parachute payment” under Section 280G of the Internal Revenue Code of 1986, as amended. The following table summarizes potential payments to Mr. Sorrentino assuming a triggering termination of employment occurred on December 31, 2020, and calculated based on actual performance meeting targeted objectives. The table does not reflect benefits under plans that do not discriminate in favor of executive officers and are available generally to all salaried employees.

Payments and BenefitsInvoluntary
Termination
without
Cause or
Resignation
for Good
Reason		Change in
Control		Involuntary
Termination
without
Cause or
Resignation
for Good
Reason
following a
Change in
Control
Cash Compensation$4,228,125$0$4,950,000
Value of Continued Health and Welfare Benefits$26,273$0$26,273
Acceleration of Stock Awards$0$2,636,912$2,636,912
Acceleration of Benefits Pursuant to Supplemental Executive Retirement Plan$0$0$916,366 *

* Pursuant to the Supplemental Executive Retirement Plan, Mr. Sorrentino’s benefit will accelerate upon a change of control if followed by a separation of service within 2 years of the date thereof, irrespective of whether it was a termination “without cause” or a resignation for “good reason.”

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In the event that Mr. Burns’ employment is terminated without “cause” or he resigns for “good cause”, as such terms are defined in the employment agreement, he is entitled to receive a lump sum cash payment equal to two and a half (2.5) times the sum of his current base salary and target cash bonus; (ii) a prorated target bonus for the year of termination and (iii) continued health and welfare benefits for up to 18 months. If such a termination occurs within two years following a change in control (as defined in the employment agreement), Mr. Burns will receive: (i) a lump sum cash payment equal to three (3) times the sum of Mr. Burns’ current base salary and target cash bonus; (ii) a prorated bonus for the year of termination based on actual performance and will be paid at the time annual bonuses for such year are ordinarily paid and (iii) continued health and welfare benefits for up to 18 months. The severance benefits are subject to reduction in the event the benefits would constitute an “excess parachute payment” under Section 280G of the Internal Revenue Code of 1986, as amended. The following table summarizes potential payments to Mr. Burns assuming a triggering termination of employment occurred on December 31, 2020, and calculated based on actual performance meeting targeted objectives. The table does not reflect benefits under plans that do not discriminate in favor of executive officers and are available generally to all salaried employees.

Payments and BenefitsInvoluntary
Termination
without
Cause or
Resignation
for Good
Reason		Change in
Control		Involuntary
Termination
without
Cause or
Resignation
for Good
Reason
following a
Change in
Control
Cash Compensation$1,827,500$0$2,150,000
Value of Continued Health and Welfare Benefits$33,928$0$33,928
Acceleration of Stock Awards$0$818,468$818,468
Acceleration of Benefits Pursuant to Supplemental Executive Retirement Plan$0$0$347,245 *

* Pursuant to the Supplemental Executive Retirement Plan, Mr. Burns’ benefit will accelerate upon a change of control if followed by a separation of service within 2 years of the date thereof, irrespective of whether it was a termination “without cause” or a resignation for “good reason.”

In the event that Ms. Magennis’ employment is terminated without “cause” or she resigns for “good cause”, as such terms are defined in the employment agreement, she is entitled to receive a lump sum cash payment equal to one and a half (1.5) times the sum of her current base salary and target cash bonus; (ii) a prorated bonus for the year of termination and (iii) continued health and welfare benefits for up to 18 months. If such a termination occurs within two years following a change in control (as defined in the employment agreement), Ms. Magennis will receive: (i) a lump sum cash payment equal to two (2) times the sum of Ms. Magennis’ current base salary and target cash bonus; (ii) a prorated bonus for the year of termination based on actual performance and will be paid at the time annual bonuses for such year are ordinarily paid and (iii) continued health and welfare benefits for up to 18 months. The severance benefits are subject to reduction in the event the benefits would constitute an “excess parachute payment” under Section 280G of the Internal Revenue Code of 1986, as amended. The following table summarizes potential payments to Ms. Magennis assuming a triggering termination of employment occurred on December 31, 2020, and calculated based on actual performance meeting targeted objectives. The table does not reflect benefits under plans that do not discriminate in favor of executive officers and are available generally to all salaried employees.

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Payments and BenefitsInvoluntary
Termination
without
Cause or
Resignation
for Good
Reason		Change in
Control		Involuntary
Termination
without
Cause or
Resignation
for Good
Reason
following a
Change in
Control
Cash Compensation$1,237,500$0$1,575,000
Value of Continued Health and Welfare Benefits$13,893$0$13,893
Acceleration of Stock Awards$0$793,500$793,500
Acceleration of Benefits Pursuant to Supplemental Executive Retirement Plan$0$0$342,766 *

* Pursuant to the Supplemental Executive Retirement Plan, Ms. Magennis’ benefit will accelerate upon a change of control if followed by a separation of service within 2 years of the date thereof, irrespective of whether it was a termination “without cause” or a resignation for “good reason.”

In the event that Mr. Ewing’s employment is terminated without “cause” or he resigns for “good cause”, as such terms are defined in the employment agreement, he is entitled to receive a lump sum cash payment equal to three-fourths (0.75) times the sum of his current base salary and target cash bonus; (ii) a prorated bonus for the year of termination and (iii) continued health and welfare benefits for up to 18 months. If such a termination occurs within two years following a change in control (as defined in the employment agreement), Mr. Ewing will receive: (i) a lump sum cash payment equal to one (1) times the sum of Mr. Ewing’s current base salary and target cash bonus; (ii) a prorated bonus for the year of termination based on actual performance and will be paid at the time annual bonuses for such year are ordinarily paid and (iii) continued health and welfare benefits for up to 18 months. The severance benefits are subject to reduction in the event the benefits would constitute an “excess parachute payment” under Section 280G of the Internal Revenue Code of 1986, as amended. The following table summarizes potential payments to Mr. Ewing assuming a triggering termination of employment occurred on December 31, 2020, and calculated based on actual performance meeting targeted objectives. The table does not reflect benefits under plans that do not discriminate in favor of executive officers and are available generally to all salaried employees.

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Payments and BenefitsInvoluntary
Termination
without
Cause or
Resignation
for Good
Reason		Change in
Control		Involuntary
Termination
without
Cause or
Resignation
for Good
Reason
following a
Change in
Control
Cash Compensation$609,375$0$750,000
Value of Continued Health and Welfare Benefits$35,350$0$35,350
Acceleration of Stock Awards$0$709,630$709,630
Acceleration of Benefits Pursuant to Supplemental Executive Retirement Plan$0$0$316,188 *

* Pursuant to the Supplemental Executive Retirement Plan, Mr. Ewing’s benefit will accelerate upon a change of control if followed by a separation of service within 2 years of the date thereof, irrespective of whether it was a termination “without cause” or a resignation for “good reason.”

In addition, the Registrant is also a party to a Supplemental Executive Retirement Plan with Michael McGrover, its First Senior Vice President  & Chief Credit Officer. Pursuant thereto, Mr. McGrover’s benefit will accelerate upon a change of control if followed by a separation of service within 2 years of the date thereof. The potential payment to Mr. McGrover, assuming a triggering separation of employment following a change of control occurred on December 31, 2020 is $127,189.

CEO Pay Ratio

Frank Sorrentino III, our Chairman and Chief Executive Officer, had fiscal 2020 total compensation of $2,848,394, as reflected in the Summary Compensation Table above. We estimate that the median annual compensation for all Company employees, excluding Mr. Sorrentino, was $70,167 for 2020, based on a median total cash compensation as of December 31, 2020. As a result, Mr. Sorrentino’s 2020 annual compensation was approximately 40.6 times that of the median annual compensation for all employees.

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Grants of Plan-Based Awards

The following table represents the grants of awards to the Named Executive Officers in 2020:

Grants of Plan-Based Awards
  Estimated future payouts under non-equity incentive plan awardsEstimated future payouts under equity incentive plan awards    
NameGrant
Date		ThresholdTargetMaximumThresholdTargetMaximumAll other
stock
awards:
Number of
shares of
stock or
units		All other
stock
awards:
Number of
securities
underlying
options		Exercise or
base price
of option
awards		Grant date
fair value of
stock and
option
awards
  ($)($)($)(#)(#)(#)(#)(#)($/share)(#)
(a)(b)(c)(d)(e)(f)(g)(h)(i)(j)(k)(l)
Frank Sorrentino III3/20/2020   19,15138,30157,45257,451  $ 1,031,249
William S. Burns3/20/2020   5,98911,97817,96717,967  322,508
Elizabeth Magennis3/20/2020   5,85011,69917,54917,549  315,001
Christopher Ewing3/20/2020   5,22310,44615,66915,669  281,259
Michael McGrover3/20/2020   2,5595,1187,6777,678  137,813

Outstanding Equity Awards at Fiscal Year-End

The following table sets forth, for each of the Named Executive Officers, information regarding outstanding stock options and stock awards as of December 31, 2020:

Outstanding Equity Awards at Fiscal Year-End
NameOption AwardsStock Awards
Number of
securities
underlying
unexercised
options (#)
exerciseable		Number of
securities
underlying
unexercised
options (#) un-
exerciseable		Equity
incentive plan
awards:
Number of
securities
underlying
unexercised
unearned
options		Option
exercise price		Option
expiration date		Number of
shares or units
of stock that
have not
vested		Market value
of shares or
units of stock
that have not
vested		Equity
incentive plan
awards: Number of
unearned
shares, units
or other rights
that have not
vested		Equity
incentive plan
awards: market
or payout
value of
unearned
shares, units
or other rights
that have not
vested
(#)(#)(#)($)(#)(#)($)(#)($)
(a)(b)(c)(d)(e)(f)(g)(h)(i)(j)
Frank Sorrentino III---$                  - --147,598$ 2,920,968
William S. Burns---- --45,291896,302
Elizabeth Magennis---- --43,780866,406
Christopher Ewing---- --39,112774,017
Michael McGrover---- --20,753410,692
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Options Exercised and Stock Vested

The following table sets forth certain information regarding exercises of options or vesting of restricted shares during the Company’s fiscal year ended December 31, 2020 by our Named Executive Officers:

  Option awards  Stock awards 
  Number of
shares
acquired on
exercise		  Value
realized on
exercise		  Number of
shares
acquired
on vesting		  Value
realized on
vesting		 
Name (#)  ($)  (#)  ($) 
(a) (b)  (c)  (d)  (e) 
Frank Sorrentino III  24,567  $354,251   36,183  $413,571 
William S. Burns  -   -   10,255   116,985 
Elizabeth Magennis  -   -   9,566   109,141 
Chris Ewing  -   -   8,473   96,654 
Michael McGrover  -   -   5,479   62,538 

Nonqualified Deferred Compensation

Supplemental Executive Retirement Plan

Each of the Company’s named executive officers are parties to a Supplemental Executive Retirement Plan Agreement and a Split Dollar Life Insurance Agreement. Subject to its terms and conditions, each Supplemental Executive Retirement Plan agreement is an unfunded promise intended to provide each of the participants with certain supplemental benefits upon retirement, or if earlier, upon his or her separation from service for certain qualifying terminations of employment. The amount and timing of payment of the supplemental retirement benefits vary based on a number of factors, including, among others, the participant’s age, the reason for any separation from service, and whether the participant has met the vesting requirements set forth in the agreement at the time of any payment triggering event.

The benefit amount payable to each Participant is a certain percentage of the Executive’s final salary, as defined in the Plan, exclusive of bonus, incentive compensation, and benefits as of the date of the termination of employment), as follows:

ParticipantFinal Salary Percentage
Frank Sorrentino III25%
William S. Burns20
Elizabeth Magennis20
Christopher Ewing20
Michael McGrover10
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Split Dollar Life Insurance Agreement

Pursuant to each of the Split Dollar Life Insurance Agreements, each named executive officer’s designated beneficiary will be entitled to share in the death proceeds payable under a life insurance policy owned by the Bank in the event of the participant’s death while the Agreement remains in effect. The amounts payable to the participants’ beneficiaries vary among the participants, and the age at which a participant dies.

The following table sets forth certain information regarding nonqualified deferred compensation benefits to the Named Executive Officer of the Company during the Company’s fiscal year ended December 31, 2020:

Nonqualified Deferred Compensation
  Executive
contributions
in 2020		  Registrant
contributions
in 2020		  Aggregate
earnings in
2020		  Aggregate
withdrawals/
distributions		  Aggregate
balance at
last 2020		 
Name  ($)   ($)   ($)   ($)   ($) 
(a)  (b)   (c)   (d)   (e)   (f) 
Frank Sorrentino III  -  $185,691   -   -  $310,882 
William S. Burns  -   122,343   -   -   209,251 
Elizabeth Magennis  -   32,898   -   -   52,228 
Chris Ewing  -   94,333   -   -   158,737 
Michael McGrover  -   45,088   -   -   76,644 

Director Compensation

The following table sets forth certain information regarding compensation earned by or paid to the Directors during the Company’s fiscal year ended December 31, 2020:

Director Compensation
 Fees earned or
paid in cash		Stock AwardsOptions
awards		Non-equity
incentive plan
compensation		Change in
pension value
and
nonqualified
deferred
compensation
earnings		All other
compensation		Total
Name($)($)($)($)($)($)($)
(a)(b)(c)(d)(e)(f)(g)(h)
Frank W. Baier91,00063,758    154,758
Stephen T. Boswell97,00063,758    160,758
Frank Huttle III61,50063,758    125,258
Michael Kempner45,00063,758    108,758
Nicolas Minoia91,00063,758    154,758
Joseph Parisi Jr.45,00063,758    108,758
William A. Thompson52,00063,758    115,758
Daniel Rifkin49,00063,758    112,758
Alexander Bol66,00063,758    129,758
Katherin Nukk-Freeman52,00063,758    115,758
Mark Sokolich33,75063,758    97,508
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We pay the non-employee members of the Company’s Board an annual fee of $45,000. Board members serving on committees also receive $1,000. Committee shallChairs also receive an additional stipend for this service in this role. Our Directors are also eligible to participate in our equity compensation plans. Each board member was awarded 4,379 restricted shares subject to forfeiture in 2020.

Interest of Management and Others in Certain Transactions; Review, Approval or Ratification of Transactions with Related Persons

Under its charter, the Audit and Risk Committee reviews and approves all related party transactions, other than extensions of credit by the Bank in the ordinary course of its business. Under banking regulation, those extensions of credit must be approved by the full Board of Directors. For additional procedures, see the Audit and Risk Committee charter, which is available to shareholders on the Company’s website at www.connectonebank.com under “For Shareholders” and then under “Documents and Notifications.”

By “related party transaction,” we mean a transaction between the Company or any of its subsidiaries, on the one hand, and an executive officer, director or immediate family member of an executive officer or a director, on the other hand.

The Bank has made in the past and, assuming continued satisfaction of generally applicable credit standards, expects to continue to make loans to directors, executive officers and their associates (i.e. corporations or organizations for which they serve as officers or directors or in which they have beneficial ownership interests of ten percent or more). These loans have all been made in the authority,ordinary course of the Bank’s business on substantially the same terms, including interest rates and collateral, as those prevailing at the time for comparable transactions with persons not affiliated with the Company and do not involve more than the normal risk of collectability or present other unfavorable features.

We utilize the MWW Group to provide advertising and public relations assistance and advice. Michael Kempner, one of our directors, is the President and CEO of the MWW Group, Inc. During 2020, we paid the MWW Group a total of $186,593 for its services, including marketing, branding and related services. We believe the fees charged the Bank by the MWW Group are at least as favorable to the Bank as we could receive from an unaffiliated third party. We have continued to use the services of the MWW Group during 2021.

We utilize Otterstedt Insurance Agency (“Otterstedt”), of which one of our directors Joseph Parisi, Jr. serves as Chairman of the Board and CEO. During 2020, we paid Otterstedt a total of $231,932 in commissions attributable to Otterstedt. We believe the commissions charged the Bank by Otterstedt are at least as favorable to the Bank as we could receive from an unaffiliated third party. We have continued to use Otterstedt during 2021.

Members of our Board of Directors, including our Chairman and CEO Frank Sorrentino III and Messrs. Boswell, Huttle, Kempner and Parisi, are, either directly or through their interests in family limited liability companies, members of a limited liability company that is the sole member of two other limited liability companies which each own one of our branch locations, each of which are leased by the Bank. Our Board members collectively own 55.5% of the membership interests in this limited liability company. Each of Messrs. Sorrentino, Huttle, Parisi, and Kempner owns an 11.1% interest in the limited liability company. No director is the managing member or a manager or officer or any of the limited liability companies which serve as the landlords or the parent limited liability company.

The lease for our Cresskill branch has an initial term ending on June 30, 2026. The Bank has the option to extend the lease term for up to three additional five-year periods, or a total of fifteen additional years. The initial rent for the branch was $157,795 per year, and the rent will increase annually by the greater of 2.50% or the rate of increase of the consumer price index for the greater New York metropolitan area. In 2020, the rent was reset to $18,617 which was equal to the greater of the prior year’s rent, or the “market rent” as defined under the lease, and will thereafter increase annually by the greater of 2.50% or the rate of increase of the consumer price index for the

40

greater New York metropolitan area. During any option period, the rent will be reset to the greater of the prior year’s rent or the “market rent”, as defined in the lease, and will then increase annually by the greater of 2.50% or the rate of increase of the consumer price index for the greater New York metropolitan area. For 2020, the Bank paid total rent of $223,403 for the Cresskill branch.

The lease for our John Street, Hackensack branch has a term ending on December 31, 2021. The Bank has the option to extend the lease term for up to two additional five-year periods, or a total of ten additional years. The initial rent for the branch was $148,000 per year, and the rent will increase annually by the greater of 2.50% or the rate of increase of the consumer price index for the greater New York metropolitan area. During any option period, the rent will be reset to the greater of the prior year’s rent or the “market rent”, as defined in the lease, and will then increase annually by the greater of 2.50% or the rate of increase of the consumer price index for the greater New York metropolitan area. For 2020, the Bank paid total rent of $246,207 for the John Street, Hackensack branch.

Nicholas Minoia, a member of our Board of Directors is a member of a limited liability company which owns our Summit, New Jersey branch. Mr. Minoia owns approximately 50% of the membership interests in this limited liability company, and serves as its discretion,manager. The lease for the Summit branch has a term ending on February 1, 2024. The Bank has the option to retain outside counselextend the lease term for up to three additional five-year periods, or a total of fifteen additional years. The initial rent for the branch was $81,000 per year, and other advisors.


the rent will increase as set forth in the lease. During any option period, the rent will be as per the amounts set forth in the lease. For 2020, the Bank paid total rent of $138,123 for the Summit, New Jersey branch.

Daniel Rifkin, a member of our Board of Directors, is a member of a limited liability company which owns the Bardonia branch. Mr. Rifkin owns approximately 50% of the membership interests in this limited liability company, and does not serve as its managing member. The lease for the Bardonia branch has a term ending on August 31, 2028. The Bank has the option to extend the lease term for one additional five-year period. The rent paid by the Bank in 2020 was $259,676, and will increase three (3%) percent yearly, including any extension terms. In the event that the Bank exercises the option to terminate occupancy rights to the second floor office space, the rent will be adjusted as set forth in the lease.

Mr. Rifkin, is also a member of a separate limited liability company which owns the Blauvelt branch. Mr. Rifkin owns approximately 50% of the membership interests in this limited liability company, and does not serve as its managing member. The lease for the Blauvelt branch has a term ending on February 28, 2028. The rent paid by the Bank in 2020 was $109,752 with increases as set forth in the lease.

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PROPOSAL 2
APPROVAL, ON AN ADVISORY BASIS, OF COMPENSATION OF THE COMPANY’S
EXECUTIVE OFFICERS

Under Section 951 of the Dodd-Frank Wall Street Reform and Consumer Protection Act, companies with securities registered with the Securities and Exchange Commission under the Exchange Act are required to provide shareholders the opportunity to vote on a non-binding advisory proposal to approve the compensation of executives. The Company has determined to implement this requirement by providing shareholders a simple vote that indicates their position (by a yes or no vote) with respect to our executive compensation.

Our Board of Directors annually reviews and approves corporate and/or individual goals and objectives relevant to the compensation of our executive officers, evaluates performance in light of those goals and objectives, and determines compensation levels based on this evaluation, as described elsewhere in this proxy statement. In determining any long-term incentive component of compensation, the Board will consider all such factors as it deems relevant, such as performance and relative shareholder return, the value of similar incentive awards at comparable companies and the awards granted in previous years. We also believe that both the Company and shareholders benefit from these compensation policies.

The Board recommends that shareholders approve, in an advisory vote, the following resolution:

“Resolved, that the shareholders approve the executive compensation of the Company, as described in this proxy statement, including the tabular disclosure regarding executive officers in this Proxy Statement.”

Because your vote is advisory, it will not be binding upon the Board. However, the Board will take into account the outcome of the vote when considering future executive compensation arrangements.

RECOMMENDATION

THE BOARD OF DIRECTORS OF THE COMPANY RECOMMENDS THAT THE SHAREHOLDERS VOTE “FOR” THE ADVISORY PROPOSAL SET FORTH ABOVE.

-59-
42

Annex D

PROPOSAL 3

APPROVAL AND ADOPTION OF AN AMENDMENT TO RESTATEDTHE COMPANY’S CERTIFICATE OF INCORPORATION

TO INCREASE THE NUMBER OF AUTHORIZED SHARES OF COMMON STOCK FROM
Article Fourth50,000,000 TO 100,000,000

Background

The Company’s Certificate of Incorporation currently authorizes 5,000,000 shares of preferred stock and 50,000,000 shares of Common Stock, no par value. At the Annual Meeting, the Company’s stockholders are being asked to approve and adopt a proposal to amend the Certificate of Incorporation to increase by 50,000,000 the number of shares of Common Stock that the Company is authorized to issue, from 50,000,000 to 100,000,000 shares. The stockholders are not being asked to make any changes to the Company’s authorized shares of preferred stock.

The Board of Directors considered the proposed amendment and at a meeting held on March 30, 2021 the Board determined that the proposed amendment was advisable and unanimously approved and adopted the amendment, subject to stockholder approval at this Annual Meeting.

If stockholders approve and adopt the amendment, it will become effective upon the filing of a Certificate of Amendment to the Certificate of Incorporation with the State of New Jersey. The Company intends to file the amendment shortly after the Annual Meeting.

Text of the Corporation’s certificateProposed Amendment

The first sentence of incorporation isArticle FOURTH of the Certificate of Incorporation would be amended to provideand restated in its entirety to read as follows:


“Fourth:  Capitalization.

The total number of shares of stock which the Corporation shall have authority to issue is Thirty Million (30,000,000)ONE HUNDRED FIVE MILLION (105,000,000) shares, of which Twenty-FiveONE HUNDRED Million (25,000,000)(100,000,000) shares are designated as Common Stock, no par value (“Common Stock”), and Five Million (5,000,000) shares are designated as Preferred Stock, no par value (“Preferred Stock”).

The boardCertificate of directorsAmendment to the Company’s Certificate of Incorporation is authorizedset forth in full on Exhibit “A”, which is annexed hereto and made a part hereof.

Reasons for the Proposed Amendment

The Company’s Certificate of Incorporation currently authorizes up to 50,000,000 shares of Common Stock, and approximately 42.5 million shares are presently issued and outstanding, leaving the Board authority to issue only an additional 7.5 shares available for future issuance for any purposes, including additional future acquisitions, raising capital, or any other permitted purposes. As of the Preferreddate of this Proxy Statement, the Company has no current plans to issue additional shares, other than pursuant to previously approved equity plans.

The Board of Directors believes it is in the best interests of the Company and its stockholders to increase the number of authorized shares of Common Stock from time to time in oneprovide the Company with flexibility to consider and plan for future general corporate needs, including, but not limited to, capital raising, financing transactions, potential merger and acquisition transactions, employee stock or more classes or series thereof, each such class or series to have voting powers (if any), conversion rights (if any), designations, preferences and relative, participating, optionalbenefit plan needs, stock splits, stock dividends or other general corporate purposes. These opportunities can arise quickly. The additional authorized shares of Common Stock would enable the Company to pursue strategic, financial, merger and acquisition or capital opportunities as they may be presented and to take timely advantage of market conditions as they may arise, without the delay and expense associated with calling and convening a special rights,meeting of stockholders to authorize additional shares.

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Although the Company has no plan, commitment or agreement as of the date of this Proxy Statement to issue additional shares of Common Stock resulting from the proposed increase in authorized shares, the Company regularly looks at and such qualifications, limitationsconsiders the desirability of issuing Common Stock in financing or restrictions thereof, as shall be determinedmerger and acquisition transactions.

Effect of the Proposed Amendment

If the proposed amendment to the Certificate of Incorporation is approved and adopted by the boardstockholders, approximately 100 million shares of directorsCommon Stock would then be authorized and stated and expressed in a resolution or resolutions thereof providingavailable for future issuance. The additional authorized shares would be available for issuance from time-to-time by the issuance of such Preferred Stock.  Shares of the authorized capital stock may be issued from time to time for such considerationBoard any proper general corporate purpose, including those described above, without further stockholder approval, other than as may be fixed from time to timerequired by New Jersey law or the Boardrules of Directors. Subject to the powers, preferences and rightsNASDAQ Stock Market.

The additional shares of any PreferredCommon Stock including anyfor which the Company is seeking stockholder approval would be part of the existing class or series thereof, having preferences or priority over, or rights superior to,of the Company’s Common Stock and, exceptif and when issued, would have the same rights and privileges as, otherwise provided by law, the holdersand be identical in all respects (including voting, dividend, distribution and liquidation rights) to, shares of the Common Stock shall have and possess all powers and voting and other rights pertaining to the stock of the Corporation.  In furtherance of the immediately preceding sentence:


1.           General.  Allcurrently outstanding. The proposed additional authorized shares of Common Stock will be identical and will entitle the holders thereof to the same rights and privileges.  The voting, dividend, liquidation and other rightsnot affect any of the holders of the Common Stock are subject to, and qualified by, the rights of the holders of the Preferred Stock, if any.

2.           Voting.  The holdersshares of Common Stock will be entitled to one vote per share on all matters to be voted on bycurrently outstanding. Under New Jersey law and the Corporation's stockholders, except as otherwise required by law.  Except as provided by law or this Certificate of Incorporation, holders of the Company’s Common Stock shall vote together with the holdersare not entitled to preemptive rights to purchase shares of Preferred Stock as a single class on all matters.  There shall be no cumulative voting.

3.           Dividends.  Dividends may be declared and paid on the Common Stock from funds lawfully available therefor if, as and when determined bythat the Company may issue in the future.

The ability of the Board of Directors in its sole discretion, subject to provisionsissue additional shares of law,Common Stock may, under certain circumstances, be deemed to have an anti-takeover effect. The Company could use the provisionsadditional authorized shares of thisCommon Stock to make it more difficult or to discourage efforts to obtain control of the Company. However, the amendment to the Certificate of Incorporation is not being proposed in order to prevent a change-in-control, nor is the amendment in response to any attempt, or contemplated attempt, to acquire control of the Company or to gain representation on the Board. As is true for shares presently authorized but not issued, future issuances of the additional shares of Common Stock contemplated by the proposed amendment also could have a dilutive effect on earnings per share, book value per share, voting power and percentage ownership interest of current stockholders.

The Board of Directors intends to use the additional shares of Common Stock only for purposes and on terms that it deems to be in the best interests of the Company and its stockholders.

Impact if the Amendment is not Adopted

If the proposed amendment to the Certificate of Incorporation is not approved and adopted by the stockholders and the relative rights and preferencesCompany is unable to increase the number of anyauthorized shares of Preferred Stock authorized and issued hereunder.


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4.           Liquidation.  In the event of any liquidation, dissolution or winding up of the affairs of the Corporation, the holders of the Common Stock, shallthe Company will be entitled, subject to the rights and preferences, if any, of any holders of shares of Preferred Stock authorized and issued hereunder, to share, ratablylimited in proportion to the number of shares of Common Stock held by them,available for issuance to a total of 50,000,000 shares issued and outstanding. This could impact the Company’s ability in the remaining assetsfuture to issue Common Stock for capital raising, financing transactions, merger and acquisition transactions and other corporate purposes as the Company may not have a sufficient number of the Corporationshares of Common Stock available to issue for distribution to its stockholders.”

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CENTER BANCORP, INC.

Proxy For Annual Meeting of Shareholders

KNOW ALL MEN BY THESE PRESENTS, that I, the undersigned shareholder of Center Bancorp, Inc., Union, New Jersey, do hereby constitute and appoint Joseph Gangemi and Stephen J. Mauger, or any one of them (with full power to act alone), my true and lawful attorney(s) with full power of substitution for me and in my name, place and stead to vote all of the common stock of said corporation standing in my name on its books on March 29, 2010, at the annual meeting of shareholders to be held at Suburban Golf Club, 1730 Morris Avenue, Union, New Jersey 07083 on May 26, 2010 at 10:00 o’clock a.m. or at any adjournments thereof, with all powers the undersigned would possess if personally present, as shown on the reverse side.

(See Reverse Side)

Please date, sign and mail your proxy card back as soon as possible!

Annual Meeting of Shareholders - May 26, 2010

CENTER BANCORP, INC.

o Please mark your
votes as in this
example.

This proxy is being solicited on behalf of thethese needs.

Required Vote

The Board of Directors unanimously approved and may be revoked prior to its exercise.


1. Election of Directors for one year terms ending in 2011

Nominees: Alexander A. Bol, John J. DeLaney, Jr., James J. Kennedy, Howard Kent, Phyllis S. Klein, Elliot Kramer, Nicholas Minoia, Harold Schechter, Lawrence Seidman, William A. Thompson and Raymond Vanaria.

Instruction: to withhold authority to vote for any individual nominee, write that nominee’s name inadopted the space provided below:

Grant AuthorityWithhold Authority
for all nomineesfor all nominees
¨¨
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2.  For ratification of ParenteBeard LLC as Center Bancorp’s independent auditors for 2010.

FORAGAINSTABSTAIN
¨¨¨
3. To seek non-binding approval of the compensation of Center Bancorp’s executives.
FORAGAINSTABSTAIN
¨¨¨

4. To consider a proposal to authorize and approve an amendment to our Restatedthe Certificate of Incorporation to increase the number of authorized shares of our common stock from 20,000,000Common Stock. Accordingly, the majority of outstanding shares of Common Stock voting at the Annual Meeting is required for stockholders to 25,000,000approve and adopt the proposed amendment to the Certificate of Incorporation.

Directors’ Recommendation

The Board of Directors unanimously recommends that stockholders vote “FOR” Proposal 3, approval and adoption of the amendment to the Company’s Certificate of Incorporation to increase the number of authorized shares of our capital stockCommon Stock from 25,000,00050,000,000 to 30,000,000.

100,000,000 shares.


44
FOR

PROPOSAL 4
RATIFICATION OF INDEPENDENT AUDITORS

The Audit and Risk Committee has appointed the firm of Crowe LLP to act as our independent registered public accounting firm and to audit our consolidated financial statements for the fiscal year ending December 31, 2021. This appointment will continue at the pleasure of the Audit and Risk Committee and is presented to the shareholders for ratification as a matter of good governance. In the event that this appointment is not ratified by our shareholders, the Audit and Risk Committee will consider that fact when it selects independent auditors for the following fiscal year.

Crowe LLP has served as our independent registered public accounting firm since July 1, 2014, and one or more representatives of Crowe LLP will be present at the Annual Meeting. These representatives will be provided an opportunity to make a statement at the Annual Meeting if they desire to do so and will be available to respond to appropriate questions from shareholders.

The following table sets forth a summary of the fees billed or expected to be billed to the Company by Crowe for professional services rendered for the years ended December 31, 2020 and 2019.

PRINCIPAL ACCOUNTING FIRM FEES

Aggregate fees billed to the company for the fiscal years ended December 31, 2020 and 2019 by the Company’s principal accounting firm are shown in the following table:

  Fiscal Year Ended
December 31		 
  2020  2019 
Audit Fees $616,600  $530,400 
Audit Related Fees  200,000   125,000 
Tax Fees (1)  24,000   19,000 
Other Fees  173,368   100,000 
Total Fees $1,013,968  $774,400 

(1)AGAINSTABSTAINConsists of tax filing and tax related compliance and other advisory services.

Required Vote

THE PROPOSAL TO RATIFY THE SELECTION OF CROWE LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE 2021 FISCAL YEAR REQUIRES AN AFFIRMATIVE VOTE OF THE MAJORITY OF THE SHARES REPRESENTED ONLINE OR BY PROXY AT THE ANNUAL MEETING AND ENTITLED TO VOTE ON THE PROPOSAL.

Recommendation

THE BOARD OF DIRECTORS RECOMMENDS THAT THE SHAREHOLDERS VOTE “FOR” THE RATIFICATION OF CROWE LLP AS THE COMPANY’S INDEPENDENT AUDITORS

¨¨¨45
5. Other Business - Whatever

SHAREHOLDER PROPOSALS

Proposals of shareholders to be included in the Company’s 2022 proxy material must be received by the secretary of the Company no later than January 25, 2022.

DELINQUENT SECTION 16(A) REPORTS

Section 16(a) of the Securities Exchange Act of 1934 requires the Company’s officers and directors, and persons who own more than ten percent of a registered class of the Company’s equity securities, to file reports of ownership and changes in ownership with the Securities and Exchange Commission. Officers, directors and greater than ten percent shareholders are required by regulation of the Securities and Exchange Commission to furnish the Company with copies of all Section 16(a) forms they file. The Company believes that all persons associated with the Company and subject to Section 16(a) have made all required filings on a timely basis for the fiscal year ended December 31, 2020, except for (i) Stephen Boswell with respect to the transaction occurring on November 3, 2020, and Michael O’Malley with respect to his initial Form 3; in each case due to a clerical error.

OTHER MATTERS

The Board of Directors is not aware of any other businessmatters which may be broughtcome before the Annual Meeting. However, in the event such other matters come before the meeting, orit is the intention of the persons named in the proxy to vote on any adjournment thereof.


If any other business is properly presented at said meeting, this proxy shall be votedsuch matters in accordance with the recommendationsrecommendation of management. Unless otherwise specified, executionthe Board of this proxy will conferDirectors.

46

Exhibit A

FORM OF
CERTIFICATE OF AMENDMENT
TO THE
CERTIFICATE OF INCORPORATION
OF
CONNECTONE BANCORP, INC.

To:Division of Revenue
State of New Jersey

In accordance with the provisions of Section 14A:9-2(4) of the New Jersey Business Corporation Act, the undersigned Corporation executes the following Certificate of Amendment to the Certificate of Incorporation:

1.       The name of the Corporation is ConnectOne Bancorp, Inc.,

2.       The first sentence of Article FOURTH of the Certificate of Incorporation is amended and restated in its entirety to read as follows:

The total number of shares of stock which the Corporation shall have authority to issue is One Hundred Five Million (105,000,000) shares, of which One Hundred Million (100,000,000) shares are designated as Common Stock, no par value (“Common Stock”), and Five Million (5,000,000) shares are designated as Preferred Stock, no par value (“Preferred Stock”).

3.       This Amendment to the persons named herein as proxiesCertificate of Incorporation was duly adopted by the shareholders of the Corporation on the 25th day of May 2021.

4.       The total number of shares entitled to vote on this Amendment to the Certificate of Incorporation is ________.

5.       The number of shares in favorvoting for and against such Amendments to the Certificate of Incorporation are as follows:

Number of
Shares Voting
For the
Amendment		Number of
Shares Voting
Against the
Amendment		Number of
Shares Abstaining		Broker Non-
Votes
47

IN WITNESS WHEREOF, I, Frank Sorrentino III, Chairman, President and Chief Executive Officer, have signed this Certificate of Amendment to the Board’s nominees for directors, and in favorCertificate of proposals 2, 3 and 4.


Important: To assure your representation atIncorporation on the meeting, please date, sign and mail this proxy promptly in the envelope provided.

Note: When signing as attorney, executor, administrator, trustee or guardian, please give full titles. If more than one trustee, all should sign. All joint owners should sign.

Signature: ________________________
Signature:_________________________
Dated: __________, 2010
Important notice regarding the availability[___] day of proxy materials for the 2010 annual meeting of shareholders: The Proxy Statement for the 2010 Annual Meeting of Shareholders and our 2009 Annual Report to Shareholders are available at: http://www.cfpproxy.com/5260.May 2021.

CONNECTONE BANCORP, INC.
By:
Frank Sorrentino III
Chairman, President and Chief Executive Officer
48

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