o | Preliminary Proxy Statement |
o | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
x | Definitive Proxy Statement |
o | Definitive Additional Materials |
o | Soliciting Material Under Rule 14a-12 |
(Name of Registrant as Specified In Its Charter) |
(Name of Person(s) Filing Proxy Statement, if other than the Registrant) |
x | No fee required. |
o | Fee computed on table below per Exchange Act Rules 14a-6(I)(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) | Amount Previously Paid: |
2) | Form, Schedule or Registration Statement No.: |
3) | Filing Party: |
4) | Date Filed: |
![(FIRST CONNECTICUT BANCROP.INC.)](https://capedge.com/proxy/DEF 14A/0001571049-15-002681/t81646001_v1.jpg)
Very truly yours, | |||
![]() | |||
John J. Patrick, Jr. | |||
Chairman, President and CEO |
1. | To elect two Class I Directors to serve until 2018; | |
2. | To consider and approve an advisory (non-binding) proposal on the Company’s executive compensation; | |
3. | To consider and act upon a proposal to ratify the appointment of PricewaterhouseCoopers LLP as independent registered public accounting firm for the Company; and | |
4. | To transact such other business as may properly come before the Meeting or any adjournments thereof. |
By Order of the Board of Directors | |||
![]() | |||
Jennifer H. Daukas, Secretary |
● | elect two directors to serve until the 2018 annual meeting of stockholders and until their successors are duly elected and qualified; | |
● | consider and approve an advisory (non-binding) proposal on the Company’s executive compensation; | |
● | ratify the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm; and | |
● | transact such other business as may properly come before the Meeting or any adjournments thereof. |
1 |
2 |
● | Filing a written revocation of the proxy with the Secretary of FCB, Jennifer H. Daukas, c/o First Connecticut Bancorp, Inc., One Farm Glen Boulevard, Farmington, Connecticut 06032; | |
● | Submitting a signed proxy card bearing a later date; or | |
● | Attending and voting in person at the Meeting provided you are the holder of record of your shares. |
● | “FOR” Proposal No. 1 regarding the election of directors; | |
● | “FOR” Proposal No. 2 regarding the approval of FCB’s executive compensation; | |
● | “FOR” Proposal No. 3 regarding the ratification of the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm. |
3 |
4 |
5 |
● | To call, develop the agenda for and chair quarterly private executive sessions of the non-management directors of the Bank. At least two such meetings or sub-sessions each year shall be limited to “independent directors,” as defined by the rules of the NASDAQ, if different from “non-management” directors. |
● | To debrief with the Chairman/ Chief Executive Officer on matters arising in private executive and independent director sessions. |
● | To serve as a focal point of discussion among the non-management directors on key issues and concerns outside of Board meetings and to serve as an alternative channel to communicate to the Chairman/ Chief Executive Officer any issues, views or concerns on the minds of the non-management directors. Similarly, the Lead Director can serve as a channel of feedback from the Chairman/ Chief Executive Officer to the non-management directors. Nothing herein is meant to discourage direct communication between all directors and the Chairman/ Chief Executive Officer. |
● | To facilitate communications between the Chairman/ Chief Executive Officer and the other board members. However, the Lead Director does not interfere with or impede each director’s ability to communicate directly with the Chairman/ Chief Executive Officer or the ability of the Chairman/Chief Executive Officer to communicate directly with any of the directors. |
● | To gather input from the non-management directors on Board agendas and information (pre-reading materials etc.) and to provide such input to the Chairman/ Chief Executive Officer to ensure that agendas are focused on issues of importance to the non-management directors and that they are getting the information they need to address agenda items. |
● | The Lead Director shall review and approve all agendas for Board meetings before they are distributed to the Board. |
● | The Lead Director shall play no role in Bank operations and management, other than an oversight role as all other directors serve. |
6 |
7 |
![]() | James T. Healey, Jr., 55, has been a director of FCB and Farmington Bank since July 23, 2014. Mr. Healey worked for Keefe Bruyette & Woods, Inc. for 28 years, last serving as a Senior Vice President before retiring in 2012. Keefe Bruyette & Woods, Inc. is a full-service, boutique investment bank and broker-dealer that specializes in the financial services sector. Mr. Healey is President of the Hartford Golf Club, a director of the Saint Francis Hospital Foundation and a member of the Executive Committee and Treasurer of the Connecticut State Golf Association. In addition he is a past Board member of the Brain Injury Alliance of Connecticut. Mr. Healey provides the Board of Directors with financial expertise. He is a financial expert for Audit Committee purposes. |
![]() | John J. Patrick, Jr., 56, has served as Chief Executive Officer and President of Farmington Bank since March of 2008. He has also served as Chairman of the Board of Directors of Farmington Bank since July of 2008 and Chairman of the Board of Directors of FCB since its formation. Prior to this, Mr. Patrick served as the President and Chief Executive Officer of TD Bank Connecticut. He is a director of Hartford Healthcare and Vantis Insurance Company, located in Windsor, Connecticut, as well as several other community organizations. Mr. Patrick’s extensive experience in the local banking industry, service as CEO of FCB and Farmington Bank, and involvement in business and civic organizations in the communities in which Farmington Bank serves, affords the Board of Directors, valuable insight regarding the business and operations of Farmington Bank. |
8 |
CLASS II DIRECTORS CONTINUING IN OFFICE (Term to Expire 2016) |
![]() | Ronald A. Bucchi, 59, has been a director of FCB since its formation in 2011 and a director of Farmington Bank since 2000. Mr. Bucchi is a self-employed C.P.A. and C.G.M.A. with a specialized practice that concentrates in CEO consulting, strategic planning, mergers, acquisitions, business sales and tax. He works with domestic and international companies. He is a graduate of the Harvard Business School Executive Education program with completed course studies in general board governance, audit and compensation. He is currently Treasurer and a member of the Board of Directors of the Petit Family Foundation, Inc. and a director of Lightwave Logic, Inc. (OTCQB: “LWLG”) and serves as Chairman of their Audit Committee. He is on the Board of Directors of the Farmington Bank Foundation. He has served on numerous other community boards and is past Chairman of the Wheeler Clinic and the Wheeler YMCA. He is a member of the Connecticut Society of Certified Public Accountants, American Institute of Certified Public Accountants and the National Association of Corporate Directors. As a certified public accountant, Mr. Bucchi provides the Board of Directors with significant experience regarding accounting and financial matters. He is a financial expert for Audit Committee purposes. | |
![]() | John J. Carson, 71, has been a director of FCB since its formation in 2011 and a director of Farmington Bank since 2010. Mr. Carson was Vice President, University Relations at the University of Hartford from 2005 to September 2014 and currently serves as Senior Advisor for External Relations. From 1991 to 1996, Mr. Carson served as President of the Connecticut Policy and Economic Council and he served as Commissioner of Economic Development for the State of Connecticut from 1981 to 1988. He served as Vice Chairman of Glastonbury Bank and Trust and then TD Banknorth Connecticut. He also served from 2003 to 2007 on the Board of Directors’ Risk Committee of the parent corporation, TD Banknorth N.A. He is board advisor to S/L/A/M Collaborative of Glastonbury. He is on the Board of Directors of the Farmington Bank Foundation. Active in numerous community organizations, Mr. Carson serves or has served on committees and boards including: The Bushnell Center for the Performing Arts, Saint Francis Hospital and Medical Center and the Connecticut Center for Advanced Technology. He is a former Chairman of the Connecticut Development Authority and Connecticut Business Development Corporation. Mr. Carson’s business, development and economics expertise both in the private and public sectors, as well as his prior board of directors’ experience at a publicly held bank, provide valuable knowledge and experience to our Board of Directors. |
![]() | Kevin S. Ray, 61, has been a director of FCB since its formation in 2011 and a director of Farmington Bank since 1997. Mr. Ray is President of Deming Insurance Agency, Inc. and Secretary/Treasurer of Deming Financial Services, Inc., two insurance agencies headquartered in Farmington, Connecticut. Mr. Ray is a past President of the Professional Insurance Agents Association of Connecticut and has served as a trustee of the Society of Certified Insurance Counselors of Connecticut. Mr. Ray is the former President of several community organizations, including the Farmington Community Chest, Winding Trails Recreation Area, Farmington Exchange Club and the Farmington Rotary Club. He is also past Chairman of the Farmington Economic Development Commission. He is on the Board of Directors of the Farmington Bank Foundation. Mr. Ray’s significant community involvement provides our Board of Directors with valuable insight into the community and his insurance background provides the Board of Directors with substantial experience with respect to an industry that complements the financial services provided by Farmington Bank relating to insurance, sales and investments. |
9 |
CLASS III DIRECTORS CONTINUING IN OFFICE (Term to Expire 2017) |
![]() | Patience P. (“Duby”) McDowell, 55, has been a director of FCB and Farmington Bank since July 23, 2014. Ms. McDowell is President and a Principal of McDowell Jewett Communications, a Hartford, Connecticut based public relations and communications company. She previously was a political analyst and reporter for NBC and CBS affiliates in Hartford, Connecticut. Ms. McDowell benefits the Board of Directors with her substantial entrepreneurial and strategic experience, specifically within the communities in which Farmington Bank operates and may expand, and provides the Board of Directors with valuable insight on issues relating to those communities. | |
![]() | Michael A. Ziebka, 51, has been a director of FCB since its formation in 2011 and a director of Farmington Bank since 2007. Mr. Ziebka is the Managing Partner of Budwitz & Meyerjack, P.C., an accounting firm located in Farmington, Connecticut. In addition to being managing partner, Mr. Ziebka is also senior audit principal for Budwitz & Meyerjack, P.C. with responsibilities for overseeing the firm’s accounting, auditing, and financial reporting practice. Mr. Ziebka is a member of the American Institute of Certified Accountants and the Connecticut Society of Certified Public Accountants. He holds CPA licenses in Connecticut and Massachusetts. In addition, he is a principal stockholder and the Chairman of the Board of Directors of Association Resources, Inc., a business consulting firm in West Hartford, Connecticut. He currently serves as a director for several community organizations, including Farmington Country Club, the Farmington Foundation and the Farmington Bank Foundation. He is also a past member of the board of Farmington Chamber of Commerce, Services for the Elderly and the Exchange Club of Farmington. As the managing partner and Chief Executive Officer of a certified public accounting firm, Mr. Ziebka provides the Board of Directors with significant experience regarding accounting matters and financial expertise. Mr. Ziebka is currently enrolled as a graduate student in the Masters of Accounting program at the University of Connecticut. He is a financial expert for Audit Committee purposes. |
Name | Age(1) | Position | ||
John J. Patrick, Jr. | 56 | Chairman, President and Chief Executive Officer | ||
Gregory A. White | 50 | Executive Vice President and Chief Financial Officer | ||
Michael T. Schweighoffer | 52 | Executive Vice President and Chief Lending Officer | ||
Kenneth F. Burns | 55 | Executive Vice President and Director of Retail and Marketing | ||
Catherine M. Burns | 54 | Executive Vice President and Chief Risk Officer |
10 |
11 |
Name | Amount of Securities Beneficially Owned | Percent Ownership | ||||||
Basswood Capital Management, L.L.C. | 1,102,410 | (a) | 6.88 | % | ||||
c/o Basswood Capital Management, L.L.C. | ||||||||
645 Madison Avenue, 10th Floor | ||||||||
New York, NY 10022 | ||||||||
Farmington Bank Employee Stock Ownership Plan | 1,412,362 | (a) | 8.80 | % | ||||
One Farm Glen Boulevard | ||||||||
Farmington, Connecticut 06032 | ||||||||
Rutabaga Capital Management | 805,901 | (a) | 5.03 | % | ||||
64 Broad Street, 3rd Floor | ||||||||
Boston, Massachusetts 02109 | ||||||||
Wellington Management Co LLP | 1,460,177 | (a) | 9.11 | % | ||||
280 Congress Street | ||||||||
Boston, Massachusetts 02210 |
(a) | Information is based upon ownership of record as reflected on Schedule 13G filed by the reporting person for the period ending December 31, 2014. |
12 |
Name of Beneficially Owner | Amount of Securities Beneficially Owned(a) | Percent Ownership | ||||||
Ronald A. Bucchi(b) | 94,414 | * | ||||||
Catherine M. Burns (c) | 82,126 | * | ||||||
Kenneth F. Burns(d) | 116,551 | * | ||||||
John J. Carson (e) | 95,306 | * | ||||||
David M. Drew(f) | 122,611 | * | ||||||
Robert F. Edmunds, Jr.(g) | 153,318 | * | ||||||
James T. Healey, Jr. (h) | 32,000 | * | ||||||
Patience P. (“Duby”) McDowell (i) | 2,625 | * | ||||||
John J. Patrick, Jr.(j) | 379,679 | 2.4 | % | |||||
Kevin S. Ray(k) | 96,818 | * | ||||||
Michael T. Schweighoffer(l) | 155,168 | * | ||||||
Gregory A. White (m) | 158,326 | * | ||||||
Michael A. Ziebka(n) | 88,218 | * | ||||||
All directors and executive officers as a group (13 total)(o) | 1,577,160 | 9.8 | % |
* | Less than one percent. |
(a) | If applicable, beneficially owned shares include shares owned by the spouse, children and certain other relatives of the director or executive officer, as well as shares held by trusts of which the person is a trustee or in which he or she has a beneficial interest. All information with respect to beneficial ownership has been furnished by the respective directors and executive officers. |
(b) | Includes 15,000 shares held in an IRA and 50,958 shares which can be acquired pursuant to currently exercisable options. |
(c) | Includes 4,500 shares held in an IRA, 3,491 shares held in an ESOP and 41,040 shares which can be acquired pursuant to currently exercisable options. |
(d) | Includes 27,329 shares held in an IRA, 3,491 shares held in an ESOP and 53,460 shares which can be acquired pursuant to currently exercisable options. |
(e) | Includes 4,838 shares held in an IRA (of which 28 shares are in a DRIP), 846 shares held by Mr. Carson as custodian for his grandchildren (of which 10 shares are in a DRIP), 295 shares in a SEP (of which 4 shares are in a DRIP) and 50,958 shares which can be acquired pursuant to currently exercisable options. |
(f) | Includes 3,289 held by Mr. Drew’s spouse, 32,444 shares held in separate IRAs, 160 shares held in a trust and 50,958 shares which can be acquired pursuant to currently exercisable options. |
(g) | Includes 30,000 shares held by Mr. Edmund’s spouse, 6,600 shares held by a company which Mr. Edmunds is a majority owner and 50,958 shares which can be acquired pursuant to currently exercisable options. |
(h) | Includes 25,000 shares held in an IRA, 5,000 shares held by Mr. Healey’s spouse and 2,000 shares which can be acquired pursuant to currently exercisable options. |
(i) | Includes 625 shares held jointly with Ms. McDowell’s spouse and 2,000 shares which can be acquired pursuant to currently exercisable options. |
(j) | Includes 10,570 held in a 401(k), 32,024 held in an IRA, 200 shares held by Mr. Patrick’s spouse as trustee for minor children, 100 shares held by Mr. Patrick’s child, 3,491 shares held in an ESOP and 206,772 shares which can be acquired pursuant to currently exercisable options. |
(k) | Includes 100 shares held by Mr. Ray’s child and 50,958 shares which can be acquired pursuant to currently exercisable options. |
(l) | Includes 10,100 shares held jointly with Mr. Schweighoffer’s spouse, 3,491 shares held in an ESOP and 81,000 shares which can be acquired pursuant to currently exercisable options. |
(m) | Includes 16,924 shares held jointly with Mr. White’s spouse, 3,491 shares held in an ESOP and 81,000 shares which can be acquired pursuant to currently exercisable options. |
(n) | Includes 50,958 shares which can be acquired pursuant to currently exercisable options. |
(o) | Includes 771,400 shares which can be acquired pursuant to currently exercisable options. |
13 |
● | base salary; | |
● | annual cash incentive awards; | |
● | long-term incentive compensation, principally in the form of options and restricted stock under our 2012 Incentive Stock Plan; and | |
● | retirement and other benefits. |
14 |
15 |
Incentive Ranges | Award Categories | |||||||||||||||||||
Percent of Salary | Weighting of Award | |||||||||||||||||||
Individual/ | ||||||||||||||||||||
Tier | Threshold | Target | Maximum | Company | Department | |||||||||||||||
CEO | 25 | % | 50 | % | 75 | % | 80 | % | 20 | % | ||||||||||
CFO, EVP Retail, EVP Chief Lending Officer | 15 | % | 30 | % | 45 | % | 75 | % | 25 | % | ||||||||||
EVP Chief Risk Officer | 15 | % | 30 | % | 45 | % | 25 | % | 75 | % |
16 |
Weighting | Goals | Threshold | Target | Maximum | Actual | |||||||||||||
24% | Earnings per Share | $ | 0.37 | $ | 0.47 | $ | 0.57 | $ | 0.62 | |||||||||
16% | Loan Growth | $ | 150,000,000 | $ | 200,000,000 | $ | 250,000,000 | $ | 318,700,000 | |||||||||
16% | Loan Quality* | 1.3 | 0.95 | 0.70 | 0.83 | |||||||||||||
12% | Deposit Account Growth | 4,000 | 5,200 | 6,400 | 5,248 | |||||||||||||
12% | Deposit Growth** | Threshold | Target | Maximum | Target |
Weighting | Goals | Threshold | Target | Maximum | Actual | ||||||||||||||
22.5% | Earnings per Share | $ | 0.37 | $ | 0.47 | $ | 0.57 | $ | 0.62 | ||||||||||
15.0% | Loan Growth | $ | 150,000,000 | $ | 200,000,000 | $ | 250,000,000 | $ | 318,700,000 | ||||||||||
15.0% | Loan Quality* | 1.3 | 0.95 | 0.70 | 0.83 | ||||||||||||||
11.25% | Deposit Account Growth | 4,000 | 5,200 | 6,400 | 5,248 | ||||||||||||||
11.25% | Deposit Growth** | Threshold | Target | Maximum | Target |
Weighting | Goals | Threshold | Target | Maximum | Actual | ||||||||||||||
7.5% | Earnings per Share | $ | 0.37 | $ | 0.47 | $ | 0.57 | $ | 0.62 | ||||||||||
5.0% | Loan Growth | $ | 150,000,000 | $ | 200,000,000 | $ | 250,000,000 | $ | 318,700,000 | ||||||||||
5.0% | Loan Quality* | 1.3 | 0.95 | 0.70 | 0.83 | ||||||||||||||
3.75 | Deposit Account Growth | 4,000 | 5,200 | 6,400 | 5,248 | ||||||||||||||
3.75% | Deposit Growth** | Threshold | Target | Maximum | Target |
17 |
● | continuing to establish new relationships with institutional investors in the small/midcap markets; | |
● | being a major leader and contributor in the community; | |
● | initiating process improvement with an emphasis on reducing the efficiency ratio; | |
● | developing with the Board of Directors and senior leadership, team strategies to prudently grow the Company while diversifying the geographic market area and mix of the balance sheet; | |
● | exercising sound capital management and drive long term shareholder value by increasing Tangible Book Value; and | |
● | successful establishment of the Bank’s loan production office and organic expansion into Western Massachussetts. |
● | monitoring and addressing operating expenses; | |
● | effective asset and liability management; | |
● | investment Portfolio Management; | |
● | managing liquidity; | |
● | development of profitability models; and | |
● | production of audited financial statements. |
● | growth in Commercial Real Estate Loans; | |
● | growth in Commercial and Industrial Loans; | |
● | growth in Residential and Consumer Lending; | |
● | growth in Cash Management Services fees and deposits; and | |
● | managing Loan Portfolio and Maintaining Asset Quality. |
● | customer checking account growth, both in number of new accounts and deposit growth; | |
● | small business checking account growth; | |
● | small business loan growth; | |
● | municipal deposit growth; and | |
● | internal referral of wealth management products. |
18 |
● | regulatory and Federal Deposit Insurance Corporation Improvement Act compliance; | |
● | maintaining safety and soundness; | |
● | oversight of credit risk and special assets to maintain strong asset quality, including stabilizing/improving non-accruals and delinquencies and ensure risk rating accuracy; | |
● | maintaining high regulatory compliance standards; and | |
● | achieving favorable Internal Audit controls and risk management standards to include Operational Risk and oversight of Information Security. |
Category Weighting | Target Salary Amount | Percent Achieved to Target | Award Earned | Award Paid | |||||||||||||
Bank wide 80% | $ | 200,000 | 130 | % | $ | 260,200 | |||||||||||
Individual 20% | $ | 50,000 | 140 | % | $ | 69,800 | |||||||||||
Total | $ | 250,000 | $ | 330,000 |
Category Weighting | Target Salary Amount | Percent Achieved to Target | Award Earned | Award Paid | |||||||||||||
Bank wide 75% | $ | 56,095 | 130 | % | $ | 72,980 | |||||||||||
Individual 25% | $ | 18,699 | 145 | % | $ | 27,020 | |||||||||||
Total | $ | 74,794 | $ | 100,000 |
Category Weighting | Target Salary Amount | Percent Achieved to Target | Award Earned | Award Paid | |||||||||||||
Bank wide 75% | $ | 60,261 | 130 | % | $ | 78,399 | |||||||||||
Individual 25% | $ | 20,087 | 147 | % | $ | 26,601 | |||||||||||
Total | $ | 80,348 | $ | 108,000 |
19 |
Kenneth F. Burns | |||||||||||||||||
Target | Percent | ||||||||||||||||
Category | Salary | Achieved | Award | Award | |||||||||||||
Weighting | Amount | to Target | Earned | Paid | |||||||||||||
Bank wide 75% | $ | 47,043 | 130 | % | $ | 61,203 | |||||||||||
Individual 25% | $ | 15,681 | 145 | % | $ | 22,797 | |||||||||||
Total | $ | 62,724 | $ | 84,000 | |||||||||||||
Catherine M. Burns | |||||||||||||||||
Target | Percent | ||||||||||||||||
Category | Salary | Achieved | Award | Award | |||||||||||||
Weighting | Amount | to Target | Earned | Paid | |||||||||||||
Bank wide 25% | $ | 15,548 | 130 | % | $ | 20,227 | |||||||||||
Individual 75% | $ | 46,642 | 102 | % | $ | 47,773 | |||||||||||
Total | $ | 62,190 | $ | 68,000 |
20 |
21 |
22 |
23 |
24 |
25 |
26 |
27 |
Name and Principal Position | Year | Salary | Bonus | Stock Awards (1) | Option Awards (2) | Non-Equity Incentive Plan Compensation | Change in Pension Value and Nonqualified Deferred Compensation Earnings (3) | All Other Compensation (4) | Total | |||||||||||||||||||||||||
John J. Patrick, | 2014 | $ | 500,000 | — | — | — | $ | 330,000 | $ | 497,047 | $ | 110,730 | $ | 1,433,777 | ||||||||||||||||||||
Jr. | 2013 | $ | 500,000 | $ | 2,352 | $ | — | — | $ | 219,648 | $ | 230,219 | $ | 107,480 | $ | 1,059,699 | ||||||||||||||||||
President, CEO | 2012 | $ | 500,000 | $ | 80,000 | $ | 2,028,592 | 1,206,099 | $ | 253,408 | $ | 233,896 | $ | 101,263 | $ | 4,403,258 | ||||||||||||||||||
Gregory A. | 2014 | $ | 249,312 | — | — | — | $ | 100,000 | $ | 88,866 | $ | 68,965 | $ | 507,143 | ||||||||||||||||||||
White | 2013 | $ | 242,050 | $ | 7,823 | $ | — | — | $ | 62,177 | $ | 30,163 | $ | 60,432 | $ | 402,645 | ||||||||||||||||||
EVP, CFO | 2012 | $ | 235,000 | $ | 30,214 | $ | 971,250 | 472,471 | $ | 69,786 | $ | 38,697 | $ | 55,395 | $ | 1,872,813 | ||||||||||||||||||
Michael T. | ||||||||||||||||||||||||||||||||||
Schweighoffer | 2014 | $ | 267,825 | — | — | — | $ | 108,000 | $ | 121,294 | $ | 73,549 | $ | 570,668 | ||||||||||||||||||||
EVP, Chief Lending | 2013 | $ | 257,500 | $ | 8,855 | $ | — | — | $ | 66,145 | $ | 43,030 | $ | 69,293 | $ | 444,823 | ||||||||||||||||||
Officer | 2012 | $ | 250,000 | $ | 95,253 | $ | 971,250 | 472,471 | $ | 24,747 | $ | 54,452 | $ | 63,087 | $ | 1,931,260 | ||||||||||||||||||
Kenneth F. | 2014 | $ | 209,080 | — | — | — | $ | 84,000 | $ | 24,408 | $ | 44,697 | $ | 362,185 | ||||||||||||||||||||
Burns | 2013 | $ | 200,077 | $ | 4,605 | $ | — | — | $ | 51,395 | $ | (18,810 | ) | $ | 43,282 | $ | 280,549 | |||||||||||||||||
EVP, Retail Banking | 2012 | $ | 194,250 | $ | 20,315 | $ | 621,600 | 302,381 | $ | 57,685 | $ | 45,333 | $ | 30,097 | $ | 1,271,661 | ||||||||||||||||||
Catherine M. | 2014 | $ | 207,300 | — | — | — | $ | 68,000 | — | $ | 32,817 | $ | 308,117 | |||||||||||||||||||||
Burns | 2013 | $ | 200,000 | $ | 37,875 | $ | — | — | $ | 17,125 | $ | — | $ | 31,272 | $ | 286,272 | ||||||||||||||||||
EVP, Chief Risk | ||||||||||||||||||||||||||||||||||
Officer |
(1) | Represents aggregate grant date fair value of restricted stock awards made pursuant to our 2012 Stock Incentive Plan determined in accordance with FASB ASC Topic 718. Assumptions used in the calculation of these amounts are included in footnote 10 to the Company’s audited financial statements for the fiscal year ended December 31, 2014, included in the Company’s Annual Report on Form 10-K filed with the SEC on or around March 16, 2015. |
(2) | Represents aggregate grant date fair value of option awards made pursuant to our 2012 Stock Incentive Plan determined in accordance with FASB ASC Topic 718. Assumptions used in the calculation of these amounts are included in footnote 10 to the Company’s audited financial statements for the fiscal year ended December 31, 2014, included in the Company’s Annual Report on Form 10-K filed with the SEC on or around March 16, 2015. |
(3) | Reflects the change in the present value of the life annuity from fiscal year end 2013 to 2014 for both our Defined Benefit Employee Pension Plan and Supplemental Retirement Plan for Executives. Change in Pension Value is as follows: |
28 |
Name and Principal Position | Year | Defined Benefit Employee Pension Plan (a) | Supplemental Retirement Plan for Executives (SERP) | Total | ||||||||||
John J. Patrick, Jr. | 2014 | $ | — | $ | 497,047 | 497,047 | ||||||||
President, Chief Executive Officer | 2013 | $ | — | $ | 230,219 | $ | 230,219 | |||||||
2012 | $ | — | $ | 233,896 | $ | 233,896 | ||||||||
Gregory A. White | 2014 | $ | — | $ | 88,866 | 88,866 | ||||||||
Chief Financial Officer | 2013 | $ | — | $ | 30,163 | $ | 30,163 | |||||||
2012 | $ | — | $ | 38,697 | $ | 38,697 | ||||||||
Michael T. Schweighoffer | �� | 2014 | $ | — | $ | 121,294 | 121,294 | |||||||
Executive Vice President, Chief Lending Officer | 2013 | $ | — | $ | 43,030 | $ | 43,030 | |||||||
2012 | $ | — | $ | 54,452 | $ | 54,452 | ||||||||
Kenneth F. Burns | 2014 | $ | 24,408 | $ | — | $ | 24,408 | |||||||
Executive Vice President, Retail Banking | 2013 | $ | (18,810 | ) | $ | — | $ | (18,810 | ) | |||||
2012 | $ | 45,333 | $ | — | $ | 45,333 | ||||||||
Catherine M. Burns | 2014 | $ | — | — | — | |||||||||
Executive Vice President, Chief Risk Officer | 2013 | $ | — | $ | — | — |
(a) | Messrs. Patrick, White, and Schweighoffer and Ms. Burns are not eligible to participate in the Defined Benefit Employee Pension Plan as the plan was frozen to new employees hired after January 1, 2007. |
(4) | All Other Compensation includes the following: |
Name | 401(k) ($) | Employee Stock Ownership Plan ($) | Bank Owned Life Insurance ($) | Group Term Life Insurance ($) | Car Allowance ($) | Executive Life Insurance ($) | Long Term Disability ($) | Club Dues ($) | Dividends On Unvested Restricted Stock ($) | Medical Credit ($) | Total ($) | |||||||||||||||||||||||||||||||||
John J. Patrick, Jr. | 10,400 | 17,435 | — | 774 | 14,441 | 46,965 | 8,024 | 10,211 | 14,411 | 400 | 110,730 | |||||||||||||||||||||||||||||||||
Gregory A. White | 10,400 | 17,435 | — | 414 | 5,000 | 15,725 | 793 | 11,898 | 6,900 | 400 | 68,965 | |||||||||||||||||||||||||||||||||
Michael T. Schweighoffer | 10,400 | 17,435 | — | 414 | 12,000 | 15,887 | 843 | 9,670 | 6,900 | — | 73,549 | |||||||||||||||||||||||||||||||||
Kenneth F. Burns | 10,400 | 17,435 | 122 | 744 | — | — | 655 | 10,925 | 4,416 | — | 44,697 | |||||||||||||||||||||||||||||||||
Catherine M. Burns | 10,400 | 17,435 | 59 | 398 | — | — | 629 | — | 3,496 | 400 | 32,817 |
29 |
Option Awards | Stock Awards | |||||||||||||||
Number of Shares | Value | Number of Shares | Value | |||||||||||||
Acquired | Realized | Acquired | Realized | |||||||||||||
on Exercise | on Exercise | On Vesting | on Vesting | |||||||||||||
Name | (#) | ($) | (#) | ($)(a) | ||||||||||||
John J. Patrick, Jr. | — | — | 31,330 | 471,830 | ||||||||||||
Gregory A. White | — | — | 15,000 | 225,900 | ||||||||||||
Michael T. Schweighoffer | — | — | 15,000 | 225,900 | ||||||||||||
Kenneth F. Burns | — | — | 9,600 | 144,576 | ||||||||||||
Catherine M. Burns | — | — | 7,600 | 114,456 |
(a) | The amounts shown are calculated based on the closing market price of the Company’s common stock on the date of vesting multiplied by the number of shares acquired on vesting. |
Name | Grant Date | Number of securities underlying unexercised options. Exercisable options (#) | Number of securities underlying Unexercised options Unexercisable (#) | Options Exercise Price ($) | Option Expiration Date | Number of shares or units of stock that have not yet vested (#) | Market value of shares or units of stock that have not vested ($) | |||||||||||||||||||
John J. Patrick, Jr. | 9/5/2012 | 206,772 | 137,849 | 12.95 | 9/5/2022 | 62,660 | $ | 1,022,611 | ||||||||||||||||||
Michael T. Schweighoffer | 9/5/2012 | 81,000 | 54,000 | 12.95 | 9/5/2022 | 30,000 | $ | 489,600 | ||||||||||||||||||
Gregory A. White | 9/5/2012 | 81,000 | 54,000 | 12.95 | 9/5/2022 | 30,000 | $ | 489,600 | ||||||||||||||||||
Kenneth F. Burns | 9/5/2012 | 51,840 | 34,560 | 12.95 | 9/5/2022 | 19,200 | $ | 313,344 | ||||||||||||||||||
Catherine M. Burns | 9/5/2012 | 41,040 | 27,360 | 12.95 | 9/5/2022 | 15,200 | $ | 248,064 | ||||||||||||||||||
30 |
Name | Number of Years Credited Service | Present Value of Accumulated Benefit | Payments During Last Fiscal Year | |||||||||
John J. Patrick, Jr. | 7 | $ | 1,199,041 | — | ||||||||
Gregory A. White | 6 | $ | 187,038 | — | ||||||||
Michael T. Schweighoffer | 6 | $ | 261,155 | — | ||||||||
Kenneth F. Burns | 8 | (a) | $ | 148,245 | — | |||||||
Catherine M. Burns | — | — | — |
(a) | Plan is frozen with no more credited service. |
31 |
John J. Patrick, Jr. | Voluntary termination | Involuntary Termination other than for cause | Termination within 2 years after Change in Control | Retirement | Disability | Death | ||||||||||||||||||
Salary (1) | $ | 0 | 1,500,000 | 1,500,000 | 0 | 0 | 0 | |||||||||||||||||
Restricted Stock unvested and accelerated | $ | 0 | 0 | 1,022,611 | 1,022,611 | 1,022,611 | 1,022,611 | |||||||||||||||||
Stock Options unvested and accelerated | $ | 0 | 0 | 464,551 | 464,551 | 464,551 | 464,551 | |||||||||||||||||
Supplementary Retirement Plan | $ | 1,199,041 | 1,199,041 | 6,568,760 | 1,199,041 | 4,695,774 | 1,677,299 | |||||||||||||||||
Annual Incentive Plan | $ | 0 | 250,000 | 250,000 | 250,000 | 250,000 | 250,000 | |||||||||||||||||
Benefits and Perquisites (2) | $ | 0 | 207,545 | 207,545 | 0 | 0 | 0 | |||||||||||||||||
Total | $ | 1,199,041 | 3,156,586 | 10,013,468 | 2,936,203 | 6,432,936 | 3,414,461 |
(1) | Pursuant to the terms of Mr. Patrick’s employment agreement with the Company for 3 years of salary to be paid out in connection with an involuntary termination or in connection with a change in control. | |||||||||||||||||||||||||
(2) | Pursuant to the terms of Mr. Patrick’s employment agreement with the Company, the Company will provide medical, life and disability benefits plus a tax-gross up and group term life benefits for a period of three years in connection with an involuntary termination or in connection with a change in control. |
32 |
Gregory A. White | Voluntary termination | Involuntary Termination other than for cause | Termination within 2 years after Change in Control | Retirement | Disability | Death | ||||||||||||||||||
Restricted Stock unvested and accelerated | $ | 0 | 0 | 489,600 | 489,600 | 489,600 | 489,600 | |||||||||||||||||
Stock Options unvested and accelerated | $ | 0 | 0 | 181,980 | 181,980 | 181,980 | 181,980 | |||||||||||||||||
Supplementary Retirement Plan | $ | 187,038 | 187,038 | 2,767,627 | 187,038 | 1,581,784 | 327,258 | |||||||||||||||||
Annual Incentive Plan | $ | 0 | 74,794 | 74,794 | 74,794 | 74,794 | 74,794 | |||||||||||||||||
Total | $ | 187,038 | 261,832 | 3,514,001 | 933,412 | 2,328,158 | 1,073,632 | |||||||||||||||||
Michael T. Schweighoffer | Voluntary termination | Involuntary Termination other than for cause | Termination within 2 years after Change in Control | Retirement | Disability | Death | ||||||||||||||||||
Restricted Stock unvested and accelerated | $ | 0 | 0 | 489,600 | 489,600 | 489,600 | 489,600 | |||||||||||||||||
Stock Options unvested and accelerated | $ | 0 | 0 | 181,980 | 181,980 | 181,980 | 181,980 | |||||||||||||||||
Supplementary Retirement Plan | $ | 261,155 | 261,155 | 2,792,122 | 261,155 | 1,719,368 | 424,097 | |||||||||||||||||
Annual Incentive Plan | $ | 0 | 80,348 | 80,348 | 80,348 | 80,348 | 80,348 | |||||||||||||||||
Total | $ | 261,155 | 341,503 | 3,544,050 | 1,013,083 | 2,471,296 | 1,176,025 |
33 |
Kenneth F. Burns | Voluntary termination | Involuntary Termination other than for cause | Termination within 2 years after Change in Control | Retirement | Disability | Death | ||||||||||||||||||
Restricted Stock unvested and accelerated | $ | 0 | 0 | 313,344 | 313,344 | 313,344 | 313,344 | |||||||||||||||||
Stock Options unvested and accelerated | $ | 0 | 0 | 116,467 | 116,467 | 116,467 | 116,467 | |||||||||||||||||
Annual Incentive Plan | $ | 0 | 62,724 | 62,724 | 62,724 | 62,724 | 62,724 | |||||||||||||||||
Total | $ | 0 | 62,724 | 492,535 | 492,535 | 492,535 | 492,535 | |||||||||||||||||
Catherine M. Burns | Voluntary termination | Involuntary Termination other than for cause | Termination within 2 years after Change in Control | Retirement | Disability | Death | ||||||||||||||||||
Restricted Stock unvested and accelerated | $ | 0 | 0 | 248,064 | 248,064 | 248,064 | 248,064 | |||||||||||||||||
Stock Options unvested and accelerated | $ | 0 | 0 | 92,203 | 92,203 | 92,203 | 92,203 | |||||||||||||||||
Annual Incentive Plan | $ | 0 | 62,190 | 62,190 | 62,190 | 62,190 | 62,190 | |||||||||||||||||
Total | $ | 0 | 62,190 | 402,457 | 402,457 | 402,457 | 402,457 |
34 |
Name | Fees earned or paid in cash | Stock Awards | Option Awards | Non Equity Incentive Plan Compensation | Change in Pension Value and Nonqualified Deferred Compensation Earnings | 2014 Total | ||||||||||||||||||
Ronald A. Bucchi | $ | 60,550 | — | — | — | $ | 36,816 | $ | 97,366 | |||||||||||||||
John J. Carson | $ | 63,150 | — | — | — | $ | 2,707 | $ | 65,857 | |||||||||||||||
David M. Drew | $ | 63,950 | — | — | — | $ | 73,556 | $ | 137,506 | |||||||||||||||
Robert F. Edmunds, Jr. | $ | 62,350 | — | — | — | $ | 73,243 | $ | 135,593 | |||||||||||||||
James T. Healey, Jr. | $ | 20,775 | — | $ | 35,092 | — | — | $ | 55,867 | |||||||||||||||
Patience P. (“Duby”) McDowell | $ | 20,775 | — | $ | 35,092 | — | — | $ | 55,867 | |||||||||||||||
Kevin S. Ray | $ | 64,750 | — | — | — | $ | 59,107 | $ | 123,857 | |||||||||||||||
Michael A. Ziebka | $ | 59,150 | — | — | — | $ | 17,341 | $ | 76,491 |
35 |
36 |
37 |
2014 | 2013 | |||||||
Audit Fees | $ | 691,800 | $ | 627,000 | ||||
Audit-Related Fees | $ | 30,000 | $ | 30,000 | ||||
Tax Fees | $ | 46,100 | $ | 21,000 | ||||
All Other Fees | $ | 0 | $ | 0 |
38 |
39 |
Revocable Proxy
First Connecticut Bancorp, Inc.
|
|
|
|
THIS PROXY IS SOLICITED BY THE | |||
The undersigned, revoking all prior proxies, do hereby constitute and appoint Ronald A. Bucchi and John J. Carson or any of them, my true and lawful attorney with full power of substitution as proxy, to represent and vote at the Annual Meeting of Stockholders of the Company to be held on Wednesday, May 20, 2015, at 10:00 a.m., at Central Connecticut State University, Memorial Hall-Constitution Room, 1615 Stanley Street, New Britain, Connecticut 06050 and at any adjournment or adjournments thereof and/or to vote at any subsequent balloting on any matter considered at the aforementioned meeting, as fully and with the same effect as if I might or could do were I personally present, with full power of substitution and revocation, hereby ratifying and confirming all that my appointees or their substitutes shall lawfully do or cause to be done by virtue hereof; and I hereby revoke any proxy or proxies heretofore given by me to any person or persons whatsoever for the above purposes. | |||
|
|
|
|
| Please be sure to |
| Date |
|
|
|
|
| Sign above |
| Co-holder (if any) sign above |
| IMPORTANT: Please sign this proxy exactly as your name or names appear on your share certificates. If shares are held by more than one owner, each owner must sign. Executors, administrators, trustees, guardians and others signing in a representative capacity should give their full titles. |
|
|
|
|
|
|
|
|
| For | Withhold | For All |
1. | ELECTION OF |
|
|
| Except |
| DIRECTORS: |
| o | o | o |
|
|
|
|
|
|
| (1) James T. Healey, Jr. |
|
|
|
|
| (2) John J. Patrick, Jr. |
|
|
|
|
| INSTRUCTION: To withhold authority to vote for any individual nominee, mark “For All Except” and write that nominee’s name in the space provided below. | ||||
|
|
|
|
|
|
|
|
| For | Against | Abstain |
2. | The approval of an advisory (non-binding) proposal on the Company’s executive compensation; |
| o | o | o |
|
|
|
|
|
|
3. | To ratify the appointment of PricewaterhouseCoopers LLP as independent registered public accounting firm for the Company |
| For | Against | Abstain |
| o | o | o | ||
|
|
|
|
|
|
4. | In their discretion, the Proxies are authorized to vote upon such other business as may properly come before the Meeting. | ||||
THIS PROXY WILL BE VOTED AS DIRECTED, OR IF NO DIRECTION IS INDICATED, IT SHALL BE VOTED FOR PROPOSALS 1, 2 and 3. | |||||
PLEASE CHECK BOX IF YOU PLAN ON ATTENDING THE ANNUAL MEETING OF STOCKHOLDERS ON WEDNESDAY, MAY 2015. | |||||
Please indicate above whether you plan to attend the Annual Meeting of Shareholders on Wednesday, May 20, 2015. |
|
|
|
|
|
Detach above card, sign, date and mail in postage paid envelope provided. | ||
| First Connecticut Bancorp, Inc. |
|
please act promptly |
PLEASE CHECK BOX IF YOU HAVE A CHANGE IN ADDRESS.o
|
|
|
|
|
|
|
|
|
| If your address has changed, please correct the address in the space provided below and return this portion with the proxy in the envelope provided. |
| ||||||
|
|
|
|
|
|
|
|
|
|
|
|
| proxy materials are |
|
|
| |
|
|
|
| available on-line at: |
|
|
| |
|
|
|
| http:// |
|
|
|
40 |
|
|
To: | Participants in the Farmington Bank 401K Profit Sharing Plan (the “401K Plan”) |
Re: | Instructions for voting shares of First Connecticut Bancorp, Inc. |
As described in the enclosed materials, proxies are being solicited in connection with the proposals to be considered at the upcoming Annual Meeting of Stockholders of First Connecticut Bancorp, Inc. We hope you will take advantage of the opportunity to direct the manner in which shares of common stock of First Connecticut Bancorp, Inc. held in your account in the Farmington Bank 401K Plan will be voted.
Enclosed with this letter is the Proxy Statement, which describes the matters to be voted upon. After you have reviewed the Proxy Statement, we urge you to vote your shares held in the 401K Plan by marking, dating, signing and returning the enclosed(GREEN) proxy card. Computershare will tabulate the votes for the purpose of having those shares voted by Delaware Charter Guarantee & Trust Company d/b/a Principal Trust Company, the Trustee for the 401K Plan.
If your proxy card is not received, your shares in your 401K Plan account will generallynot be voted.
Please note that the enclosed proxy card relates only to those shares which are in your account in the 401K Plan. If you also own shares of First Connecticut Bancorp common stock outside of the 401K Plan, you should receive other voting material (including a separate proxy card) for those shares owned by you individually.Please return all your proxy cards so that all your shares may be voted.
41 |
401K PROFIT SHARING PLAN
VOTING INSTRUCTION BALLOT
First Connecticut Bancorp, Inc.
|
|
|
|
THIS PROXY IS SOLICITED BY THE | |||
The undersigned hereby instructs the First Bankers Trust Services, Inc. and Delaware Charter Guarantee & Trust Company d/b/a Principal Trust Company, the Trustees of the 401K Profit Sharing Plan (the “401K Plan”) of Farmington Bank to vote, as designated below, all the shares of common stock of First Connecticut Bancorp, Inc. allocated to the undersigned’s 401K Plan account as of March 25, 2015 at the Annual Meeting of Stockholders to be held on Wednesday, May 20, 2015, at 10:00 a.m., at Central Connecticut State University, Memorial Hall- Constitution Room, 1615 Stanley Street, New Britain, Connecticut 06050 and at any adjournment or adjournments thereof and/or to vote at any subsequent balloting on any matter considered at the aforementioned meeting, as fully and with the same effect as if the undersigned might or could do were I personally present, with full power of substitution and revocation, hereby ratifying and confirming all that my appointees or their substitutes shall lawfully do or cause to be done by virtue hereof; and I hereby revoke any proxy or proxies heretofore given by me to any person or persons whatsoever for the above purposes. | |||
|
|
|
|
| Please be sure to |
| Date |
| Sign above | Co-holder (if any) sign above | |
| IMPORTANT: Please sign this proxy exactly as your name or names appear on your share certificates. If shares are held by more than one owner, each owner must sign. Executors, administrators, trustees, guardians and others signing in a representative capacity should give their full titles. |
|
|
|
|
|
|
|
|
| For | Withhold | For All |
1. | ELECTION OF |
|
|
| Except |
| DIRECTORS: |
| ☐ | ☐ | ☐ |
|
|
|
|
|
|
| (1) James T. Healey, Jr. |
|
|
|
|
| (2) John J. Patrick, Jr. |
|
|
|
|
| INSTRUCTION: To withhold authority to vote for any individual nominee, mark “For All Except” and write that nominee’s name in the space provided below. | ||||
|
|
|
|
|
|
|
|
| For | Against | Abstain |
2. | The approval of an advisory (non-binding) proposal on the Company’s executive compensation. |
| ☐ | ☐ | ☐ |
|
|
|
|
|
|
3. | To ratify the appointment of PricewaterhouseCoopers LLP as independent registered public accounting firm for the Company. |
| For | Against | Abstain |
| ☐ | ☐ | ☐ | ||
|
|
|
|
|
|
4. | In their discretion, the Proxies are authorized to vote upon such other business as may properly come before the Meeting. | ||||
THIS PROXY WILL BE VOTED AS DIRECTED, OR IF NO DIRECTION IS INDICATED, IT SHALL BE VOTED FOR PROPOSALS 1, 2 and 3. | |||||
PLEASE CHECK BOX IF YOU PLAN ON ATTENDING THE ANNUAL MEETING OF STOCKHOLDERS ON WEDNESDAY, MAY 2015. | |||||
Please indicate above whether you plan to attend the Annual Meeting of Stockholders on Wednesday, May 20, 2015. |
|
|
|
|
|
Detach above card, sign, date and mail in postage paid envelope provided. | ||
| First Connecticut Bancorp, Inc. |
|
please act promptly |
|
|
|
|
|
|
|
|
|
| PLEASE CHECK BOX IF YOU HAVE A CHANGE IN ADDRESS. |
|
|
|
|
|
|
|
|
|
|
| If your address has changed, please correct the address in the space provided below and return this portion with the proxy in the envelope provided. |
| ||||||
|
|
|
|
|
|
|
|
|
|
|
|
| proxy materials are |
|
|
| |
|
|
|
| available on-line at: |
|
|
| |
|
|
|
| http:// |
|
|
|
42 |
|
|
To: | Participants in the Farmington Bank Employee Stock Ownership Plan (the “ESOP Plan”) |
Re: | Instructions for voting shares of First Connecticut Bancorp, Inc. |
As described in the enclosed materials, proxies are being solicited in connection with the proposals to be considered at the upcoming Annual Meeting of Stockholders of First Connecticut Bancorp, Inc. We hope you will take advantage of the opportunity to direct the manner in which shares of common stock of First Connecticut Bancorp, Inc. held in your account in the Farmington Bank ESOP Plan will be voted.
Enclosed with this letter is the Proxy Statement, which describes the matters to be voted upon. After you have reviewed the Proxy Statement, we urge you to vote your shares held in the ESOP Plan by marking, dating, signing and returning the enclosed(BLUE) proxy card. Computershare will tabulate the votes for the purpose of having those shares voted by First Bankers Trust Services, Inc., the Trustee for the ESOP Plan.
If your proxy card is not received, your shares in your ESOP Plan account will generallynot be voted.
Please note that the enclosed material relates only to those shares which are in your ESOP Plan account. If you also own shares of First Connecticut Bancorp common stock outside of the ESOP Plan, you should receive other voting material (including a separate proxy card) for those shares owned by you individually.Please return all your proxy cards so that all your shares may be voted.
43 |
ESOP – Revocable
Proxy
First Connecticut Bancorp, Inc.
|
|
|
|
THIS PROXY IS SOLICITED BY THE | |||
The undersigned understands that First Bankers Trust Services (the “ESOP Trustee”) is the holder of records and custodian of all shares allocated to the undersigned of First Connecticut Bancorp, Inc. common stock under the Farmington Bank Employee Stock Ownership Plan (the “ESOP”). Accordingly, the undersigned, revoking all prior proxies, do hereby constitute and appoint the ESOP Trustee, my true and lawful attorney with full power of substitution as proxy, to represent and vote at the Annual Meeting of Stockholders of the Company to be held on Wednesday, May 20, 2015, at 10:00 a.m., at Central Connecticut State University, Memorial Hall- Constitution Room, 1615 Stanley Street, New Britain, Connecticut 06050 and at any adjournment or adjournments thereof and/or to vote at any subsequent balloting on any matter considered at the aforementioned meeting, as fully and with the same effect as if I might or could do were I personally present, with full power of substitution and revocation, hereby ratifying and confirming all that my appointees or their substitutes shall lawfully do or cause to be done by virtue hereof; and I hereby revoke any proxy or proxies heretofore given by me to any person or persons whatsoever for the above purposes. | |||
|
|
|
|
| Please be sure to |
| Date |
| Sign above | Co-holder (if any) sign above | |
| IMPORTANT: Please sign this proxy exactly as your name or names appear on your share certificates. If shares are held by more than one owner, each owner must sign. Executors, administrators, trustees, guardians and others signing in a representative capacity should give their full titles. |
|
|
|
|
|
|
|
|
| For | Withhold | For All |
1. | ELECTION OF |
|
|
| Except |
| DIRECTORS: |
| o | o | o |
|
|
|
|
|
|
| (1) James T. Healey, Jr. |
|
|
|
|
| (2) John J. Patrick, Jr. |
|
|
|
|
| INSTRUCTION: To withhold authority to vote for any individual nominee, mark “For All Except” and write that nominee’s name in the space provided below. | ||||
|
|
|
|
|
|
|
|
| For | Against | Abstain |
2. | The approval of an advisory (non-binding) proposal on the Company’s executive compensation; |
| o | o | o |
|
|
|
|
|
|
3. | To ratify the appointment of PricewaterhouseCoopers LLP as independent registered public accounting firm for the Company | For | Against | Abstain | |
| o | o | o | ||
|
|
|
|
|
|
4. | In their discretion, the Proxies are authorized to vote upon such other business as may properly come before the Meeting. | ||||
THIS PROXY WILL BE VOTED AS DIRECTED, OR IF NO DIRECTION IS INDICATED, THE ESOP TRUSTEE WILL VOTE YOUR SHARES HELD IN THE ESOP IN THE SAME PROPORTION AS VOTES RECEIVED FROM OTHER PARTICIPANTS IN THE ESOP. | |||||
PLEASE CHECK BOX IF YOU PLAN ON ATTENDING THE ANNUAL MEETING OF STOCKHOLDERS ON WEDNESDAY, MAY 2015. | |||||
Please indicate above whether you plan to attend the Annual Meeting of Shareholders on Wednesday, May 20, 2015. |
|
|
|
|
|
Detach above card, sign, date and mail in postage paid envelope provided. | ||
| First Connecticut Bancorp, Inc. |
|
please act promptly |
|
|
|
|
|
|
|
|
|
| If your address has changed, please correct the address in the space provided below and return this portion with the proxy in the envelope provided. |
| ||||||
|
|
|
|
|
|
|
|
|
|
|
|
| proxy materials are |
|
|
| |
|
|
|
|
|
|
|
|
44 |