Newbridge Bancorp DEF 14A Definitive proxy

Newbridge Bancorp (NBBC) Inactive DEF 14ADefinitive proxy

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934

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NEWBRIDGE BANCORP

(Name of Registrant as Specified In Its Charter)

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1501 Highwoods Boulevard, Suite 400

Greensboro, North Carolina 27410

NOTICE OF 2013 ANNUAL MEETING OF SHAREHOLDERS

To Be Held on May 15, 2013

To our Shareholders:

Notice is hereby given that the 2013 Annual Meeting of Shareholders (the “Annual Meeting”) of NewBridge Bancorp (the “Company”) will be held as follows:

Place:	O.Henry Hotel
	Caldwell Ballroom
	624 Green Valley Road
	Greensboro, North Carolina 27408

Date:	May 15, 2013

Time:	10:00 a.m., Eastern Time

The purpose of the Annual Meeting is to consider and act upon the following proposals:

To elect fifteen (15) members to the Board of Directors;

To consider and approve the following advisory (non-binding) proposal:

“Resolved, that the shareholders approve the compensation of the Company’s named executive officers as discussed in the Compensation Discussion and Analysis, the compensation tables and related materials in this Proxy Statement”; and

To consider such other business as may properly come before the Annual Meeting. The Board of Directors is not aware of any other business to be conducted at the Annual Meeting.

Holders of record of Class A shares at the close of business on March 22, 2013 are entitled to notice of and to vote at the Annual Meeting and any adjournment(s) thereof. We urge you to attend the Annual Meeting. It is extremely important that your shares of Class A shares be represented regardless of the number you own. Whether or not you expect to be present at the Annual Meeting, please sign and return your proxy card to us in the enclosed envelope at your earliest convenience. You may also vote your Class A shares over the Internet or by using a toll-free number. Unless you indicate to the contrary, your proxy will be cast (1)FORthe nominees for director and (2)FOR the advisory (non-binding) “Say-on-Pay” proposal, each as described in more detail in the accompanying Proxy Statement. If any other matters are properly presented for consideration at the Annual Meeting, the persons named as proxies will have discretion to vote on those matters according to their best judgment to the same extent as the person delivering the proxy would be entitled to vote. In the event that you attend the Annual Meeting in person, you may revoke your proxy and vote your shares of Class A shares in person.

This 4^th day of April, 2013.	Yours very truly,


	Michael S. Albert
	Chairman

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting to Be Held on May 15, 2013. The Notice, Proxy Statement and the Annual Report on Form 10-K for the year ended December 31, 2012 are also available athttp://www.snl.com/irweblinkx/GenPage.aspx?IID=100346&GKP=1073745413. You may also access the above off-site website by going towww.newbridgebank.com, under the headingInvestor Relations.

___________________________________________

PROXY STATEMENT

____________________________________________

Annual Meeting of Shareholders

To Be Held on May 15, 2013

____________________________________________

This Proxy Statement is being mailed to our shareholders on or about April 4, 2013 for solicitation of proxies by the Board of Directors (the “Board”) of your company, NewBridge Bancorp. Our principal executive offices are located at 1501 Highwoods Boulevard, Suite 400, Greensboro, North Carolina 27410.

In this Proxy Statement, terms such as “we,” “us,” “our” and the “Company” refer to NewBridge Bancorp. The term “Bank” means NewBridge Bank, our wholly-owned, North Carolina-chartered bank subsidiary. The terms “you” and “your” refer to the shareholders of the Company.

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting to Be Held on May 15, 2013. The Notice, Proxy Statement and the Annual Report on Form 10-K for the year ended December 31, 2012 are also available athttp://www.snl.com/irweblinkx/GenPage.aspx?IID=100346&GKP=1073745413. You may also access the above off-site website by goingtowww.newbridgebank.com, under the headingInvestor Relations.

INFORMATION ABOUT THE ANNUAL MEETING

Your vote is very important. For this reason, our Board is requesting that you allow your shares of our Class A Common Stock to be represented at the 2013 Annual Meeting of Shareholders (the “Annual Meeting”) by the proxies named on the enclosed proxy card.

When is the Annual Meeting?		May 15, 2013 at 10:00 a.m., Eastern Time

Where will the Annual Meeting be held?		At the O.Henry Hotel, Caldwell Ballroom, 624 Green Valley Road, Greensboro, North Carolina 27408

What items will be voted on at the Annual Meeting?		1. ELECTION OF DIRECTORS. To elect fifteen (15) directors to serve until the 2014 Annual Meeting of Shareholders; 2. “SAY-ON-PAY” PROPOSAL. To consider and approve the following advisory (non-binding) proposal: “Resolved, that the shareholders approve the compensation of the Company’s named executive officers as discussed in the Compensation Discussion and Analysis, the compensation tables and related materials in this Proxy Statement”; and 3. OTHER BUSINESS. To consider such other business as may properly come before the Annual Meeting or any adjournment(s) thereof. The Board is not aware of any other business to be conducted at the Annual Meeting.

Who can vote?		Only holders of record of our Class A shares at the close of business on March 22, 2013 (the “Record Date”) will be entitled to notice of and to vote at the Annual Meeting or any adjournment(s) thereof. On the Record Date, there were 25,257,130 Class A shares outstanding and entitled to vote and approximately 2,815 Class A shareholders of record. There is no other class of voting stock outstanding.

How do I vote by proxy?

You may vote your shares by marking, signing and dating the enclosed proxy card and returning it in the enclosed postage-paid envelope. The Class A shares represented by a proxy card will be voted at the Annual Meeting if the proxy card is properly signed, dated and received by Computershare, our transfer agent, prior to the time of the Annual Meeting. You may also vote your Class A shares over the Internet or by using a toll-free number. You should refer to the proxy card or the information forwarded by your bank, broker or other holder of record to see what voting options are available to you.

If you return your signed proxy card before the Annual Meeting, the proxies will vote your shares as you direct. Barry Z. Dodson, Mary E. Rittling and G. Alfred Webster, each a director of the Company and the Bank, have been appointed proxies by the Board.

The Internet and telephone voting facilities will close at 11:59 p.m., Eastern Time, on May 14, 2013. If you vote over the Internet you may incur costs, such as telephone, and Internet access charges for which you will be responsible. If you are interested in voting via the Internet or telephone, specific instructions are shown on the enclosed proxy card. The Internet and telephone voting procedures are designed to authenticate your identity and to allow you to vote your Class A shares and confirm that your instructions have been properly recorded. In the event that the proxy card does not reference Internet or telephone voting information, please complete and return the proxy card in the self-addressed, postage-paid envelope provided.

If a shareholder is a participant in the Computershare Investment Plan, which is a direct stock purchase and dividend investment plan (the “CIP”) or a participant in the NewBridge Bank Employees’ 401(k) Plan (the “401(k) Plan”), the proxy card reflects the number of Class A shares in your CIP account or in your account under the 401(k) Plan, as applicable, and the number of Class A shares held of record directly by you. Class A shares allocated to participant accounts in the 401(k) Plan will be voted by the trustee of the 401(k) Plan in accordance with the instructions received from participants who timely return their proxy cards to Computershare or timely indicate their voting instructions pursuant to the Internet or telephone voting procedures. The Internet and telephone voting facilities for participants in the 401(k) Plan will close at 11:59 Eastern Time on May 12, 2013. Class A shares held under the 401(k) Plan for which no voting instructions are received will not be voted by the trustee. Shareholders’ voting instructions with respect to Class A shares held under the 401(k) Plan will be held in strict confidence.

		For each nominee for director and all other items of business at the Annual Meeting, you may vote “FOR” or “AGAINST” or you may “ABSTAIN” from voting. If a nominee becomes unavailable for election at any time at or before the Annual Meeting, the proxies may vote your shares for a substitute nominee. If you return your signed proxy card but do not specify how you want to vote your Class A shares, the proxies will vote them “FOR” the election of all of our nominees and “FOR” the advisory (non-binding) “Say-on-Pay” proposal.If any other matters are properly presented for consideration at the Annual Meeting, the persons named as proxies will have discretion to vote on those matters according to their best judgment to the same extent as the person delivering the proxy would be entitled to vote.If your Class A shares are held in the name of a broker or other nominee (i.e., held in “street name”), you will need to obtain a proxy instruction form from the broker or other nominee holding your shares and return the form as directed by your broker or other nominee. We are not aware of any other matters to be brought before the Annual Meeting. If matters other than those discussed above are properly brought before the Annual Meeting, the proxies may vote your Class A shares in accordance with their best judgment.

How do I change or revoke my proxy?		You may change or revoke your proxy at any time before it is voted at the Annual Meeting in any of three ways: (1) by delivering a written notice of revocation to Computershare; (2) by delivering another properly signed proxy card to Computershare with a more recent date than that of the proxy first given; or (3) by attending the Annual Meeting and voting in person. You should deliver your written notice or superseding proxy to Computershare at the address noted on the proxy card. If you vote by Internet or telephone, you may also revoke your proxy or change your vote with a timely and valid later Internet or telephone vote, as the case may be.

How many votes may I cast?		You are entitled to one vote for each Class A share held of record on March 22, 2013on each nominee for election and on each other matter presented for a vote at the Annual Meeting. You may not vote your Class A shares cumulatively in the election of directors.

How many votes are required to approve the proposals?		Director nominees will be elected by the affirmative vote of the majority of votes cast by the holders of Class A shares entitled to vote in the election of directors at the Annual Meeting, with a plurality vote standard for a contested director election, that is, when the number of director nominees exceeds the number of Board seats for which elections are being held. Abstentions from voting, as well as broker non-votes, if any, are not treated as votes cast and, therefore, will have no effect on the proposal to elect directors.

		The advisory proposal to consider and approve the compensation of the Company’s named executive officers as discussed in the Compensation Discussion and Analysis, the compensation tables and related materials in this Proxy Statement is advisory only. The advisory approval of the compensation of the Company’s named executive officers will be approved if a majority of the votes cast on the proposal are voted in favor of the proposal. Abstentions and broker non-votes will not be included in determining the number of votes cast on the proposal and, accordingly, will have no effect on the nature of such vote. The Compensation Committee will take into account the outcome of the vote when considering future executive compensation arrangements. Any other matters properly coming before the Annual Meeting will require the approval of the holders of Class A Common Stock as required by applicable law or our governing documents. If you hold your shares in “street name” through a broker or other nominee, your broker or nominee may not be permitted to exercise voting discretion with respect to some of the matters to be acted upon. Thus, if you do not give your broker or nominee specific instructions, your shares may not be voted on those matters. Shares represented by such “broker non-votes” will, however, be counted in determining whether there is a quorum at the Annual Meeting or any adjournment(s) thereof. A “broker non-vote” occurs when a broker or other nominee who holds shares for another does not vote on a particular matter because the broker or other nominee does not have discretionary authority on that matter and has not received instructions from the owner of the shares. In the event there are insufficient votes present at the Annual Meeting for a quorum or to approve any proposal, the Annual Meeting may be adjourned in order to permit the further solicitation of proxies.

What constitutes a “quorum” for the Annual Meeting?		A majority of our outstanding Class A shares entitled to vote at the Annual Meeting, present in person or represented by proxy, constitutes a quorum (a quorum is necessary to conduct business at the Annual Meeting). Your Class A shares will be considered part of the quorum if you have voted by proxy. Once a Class A share is represented for any purpose at the Annual Meeting, it is deemed present for quorum purposes for the remainder of the Annual Meeting or for any adjournment(s) thereof. Abstentions and broker non-votes count as shares present at the Annual Meeting for purposes of determining a quorum.

How are the votes counted?		Computershare, our transfer agent, has been appointed by the Board as the Inspector of Elections for the Annual Meeting. It will tabulate the votes received for each nominee for director and all other items of business at the Annual Meeting. Computershare will announce at the Annual Meeting and will subsequently certify to the Board, the results of the election of directors and all other items of business voted on at the Annual Meeting.

How do I obtain directions to the Annual Meeting?		Directions to the Annual Meeting are available on our website,www.newbridgebank.com, under the headingInvestor Relations. You may also obtain directions to the Annual Meeting by contacting Rebecca Gibson, Assistant Vice President and Assistant Secretary, at (336) 369-0960.

Who pays for the solicitation of proxies?		We will pay the cost of preparing, printing and mailing materials in connection with this solicitation of proxies. In addition to solicitation by mail, officers, directors (including those nominees for election as a director) and employees of the Company and the Bank may make solicitations personally, by telephone or otherwise without additional compensation for doing so. We reserve the right to engage a proxy solicitation firm to assist in the solicitation of proxies for the Annual Meeting. We will, upon request, reimburse brokerage firms, banks and others for their reasonable out-of-pocket expenses in forwarding proxy materials to beneficial owners of Class A shares or otherwise in connection with this solicitation of proxies.

When are proposals for the 2013 Annual Meeting of Shareholders due?		It is presently anticipated that the 2014 Annual Meeting of Shareholders of the Company will be held in May of 2014. To be considered for inclusion in the proxy solicitation materials of the Board for the 2014 Annual Meeting, shareholder proposals must be received by the Secretary of the Company at our principal executive offices at 1501 Highwoods Boulevard, Suite 400, Greensboro, North Carolina 27410 no later than December 10, 2013. To be eligible for inclusion, a proposal must comply with our Bylaws, Rule 14a-8 and all other applicable provisions of Regulation 14A under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Any proposal not intended to be included in the proxy statement for the 2014 Annual Meeting, but intended to be presented from the floor at that Annual Meeting, must have been received by us at our principal executive offices listed above no later than February 24, 2014.

PROPOSAL 1

ELECTION OF DIRECTORS

Our Bylaws provide for a board of directors consisting of not less than nine and not more than 30 directors, the number to be determined by resolution of a majority of the Board or by resolution properly adopted by the shareholders at a shareholder meeting. The Board has set the number of directors at 15.

The 15 nominees for election as directors named below have been recommended by the Corporate Governance and Nominating Committee (“Governance Committee”) and nominated by the Board to serve for a one year term expiring at the 2014 Annual Meeting of Shareholders. All 15 of the director nominees currently serve as directors of the Company and the Bank.

The persons named as proxies in the accompanying proxy card intend to vote“FOR” these nominees. Each nominee has consented to serve as a director of the Company if elected. If, at the time of the Annual Meeting, a nominee is unable or unwilling to serve, the discretionary authority provided in the accompanying proxy card will be exercised to vote for such other person for the office of director as may be nominated by the Board. Proxies cannot be voted for a greater number of nominees than the number named in this Proxy Statement.

Each of the nominees brings special skills and attributes to the Board through a variety of levels of education, business experience, director experience, banking experience, philanthropic interests, and community involvement. Additional information about each nominee and his or her special skills is provided below. The age of each director is as of February 1, 2013.

NOMINEES FOR ELECTION AS A DIRECTOR TO SERVE UNTIL THE 2014 ANNUAL MEETING

Name	Age	Director Since	Experience/Special Skills⁽²⁾

			Areas of relevant experience qualifying him for service as a director include, but are not limited to, the following: 23 years of experience serving as a bank director, including service on many committees; an understanding of bank regulatory expectations due to his service on the Banking Commission; ability to analyze complex organizational and strategic planning challenges; experience as a business owner; and extensive experience serving as a director of community nonprofit organizations.

C. Arnold Britt	63	1985	Mr. Britt is the President and owner of Carolina Apothecary, Inc., Belmont Pharmacy, Inc. and RxCare, Inc. Mr. Britt has a broad and diverse background of serving on the boards of many organizations, currently including five charitable organizations. He is a graduate of the Directors’ College. Mr. Britt earned a Bachelor of Science degree in Pharmacy from the University of North Carolina at Chapel Hill.

			Areas of relevant experience qualifying him for service as a director include, but are not limited to, the following: 28 years of experience serving as a director of the Bank, including service on many committees; experience as a business owner; and extensive experience serving as a director of numerous community organizations, including many organizations within the Bank’s footprint.

Robert C. Clark	58	2005	Mr. Clark is the President and owner of Leesona Corporation, a manufacturer and distributor of industrial winding equipment. Since December 2001, Mr. Clark has served as a member of the Winston-Salem City Council where he currently chairs the Public Works Committee and serves on the Finance Committee. Mr. Clark currently serves as a director of the Data Max Foundation. Mr. Clark has attended courses at the Advanced Directors’ College. He has a Bachelor of Arts degree from the University of the South and a Master in Business Administration degree from the Wharton School of the University of Pennsylvania. Areas of relevant experience qualifying him for service as a director include, but are not limited to, the following: eight years of experience serving as a director of the Bank, including service on many committees; extensive experience in owning and operating several successful businesses; governance experience on several community and governmental organizations; his service on the Winston-Salem City Counsel; and financial skills acquired during graduate school.
Alex A. Diffey, Jr.	63	2006	Mr. Diffey is an independent banking consultant. He served for two years as the Interim Chief Credit Officer of a predecessor of the Bank from October 2005 to January 2007. Previously he was a consultant with Thurmond Clower & Associates, specializing in loan portfolio reviews. Mr. Diffey was an employee of First Union National Bank (now known as Wells Fargo Bank, N.A.) for 32 years in various commercial lending, loan administration and capital markets positions, including, but not limited to, the Chief Credit Officer (South Carolina) and Senior Vice President of First Union National Bank. He is a graduate of the Directors’ College and has attended courses at the Advanced Directors’ College.Mr. Diffey graduated from Emory University, receiving both his undergraduate degree and a Master in Business Administration, with concentrations in finance and banking. In addition, he has served as an instructor for the Risk Management Association Commercial Lending Schools for 14 years.

Name	Age	Director Since	Experience/Special Skills⁽²⁾

			Areas of relevant experience qualifying him for service as a director include, but are not limited to, the following: seven years of experience serving as a director of the Bank, including service on several committees; financial expertise; extensive experience in lending, credit management and organizational management; and a broad array of bank regulatory experience from both his long tenure with First Union National Bank and, more recently, as a consultant to community banks.

Barry Z. Dodson	64	1997	Mr. Dodson is a certified public accountant and the owner of Barry Z. Dodson, CPA, PLLC. He currently serves as Chairman of the Audit and Risk Management Committee of the Company and Vice Chairman of the Board. He was the Lead Independent Director of the Board from August 2007 through May 2009 and was Chairman of the Board of FNB Financial Services Corporation (“FNB”) prior to its merger into the Company. Mr. Dodson serves on the North Carolina Education Lottery Commission and is a member of its finance committee. He is also a former director of The Moses Cone Hospital, Inc. where he served on its audit committee. Mr. Dodson has over 40 years of experience in public accounting. He is a graduate of the Directors’ College and has attended courses at the Advanced Directors’ College. Mr. Dodson earned a Bachelor of Science degree from High Point University. Areas of relevant experience qualifying him for service as a director include, but are not limited to, the following: 16 years of experience serving as a director of the Bank, including service on many committees; financial expertise and ability to understand complex financial arrangements; and experience in serving on community boards, with particular experience serving on audit committees.

Donald P. Johnson	67	2012	Mr. Johnson is the Chief Executive Officer of American Business Bank, a commercial bank based in Los Angeles, California. Mr. Johnson was one of the founders of American Business Bank, and has served as Chief Executive Officer (and until earlier this year, President) since the bank opened in 1998. In 2004 he was elected to the Board of the California Bankers Association. Mr. Johnson earned a Bachelor of Arts degree from the University of North Carolina at Chapel Hill and a Masters in Business Administration from Pepperdine University. Areas of relevant experience qualifying him for service as a director include, but are not limited to, the following: 38 years of experience serving as a bank director, including service on many committees; financial expertise and ability to understand complex financial arrangements; and experiencein serving on community boards.

Joseph H. Kinnarney	59	1988	Dr. Kinnarney is the President and an owner of Reidsville Veterinary Hospital, Inc., Bel-Air Veterinary Hospital, Mebane Veterinary Hospital, Greensboro Pet Spa & Resort, Inc. and Carolina Equine Hospital. He is a director of the American Veterinary Medical Association where he serves as a member of the Audit Committee. Dr. Kinnarney is a graduate of the Directors’ College and has attended courses at the Advanced Directors’ College. Dr. Kinnarney earned his Doctorate in Veterinary Medicine from Cornell University and a Bachelor in Animal Science degree and a Master in Reproduction from the University of Kentucky.

Name	Age	Director Since	Experience/Special Skills⁽²⁾

			Areas of relevant experience qualifying him for service as a director include, but are not limited to, the following: 25 years of experience serving as a director of the Bank, including service on many committees; credit management oversight experience; experience as the owner of several businesses operating within the Bank’s footprint; and experience serving as a director in nonprofit organizations.

Pressley A. Ridgill	60	2005	Mr. Ridgill is the President, CEO and a director of the Company and the Bank. He was named the President of the Company and President and CEO of the Bank in July 2007, and CEO of the Company in July 2008. Mr. Ridgill was the President and CEO of FNB and its subsidiary bank, FNB Southeast prior to FNB’s merger into the Company. He has over 37 years of financial services experience. Mr. Ridgill earned a Master of Accountancy degree and Bachelor of Science in Business Administration (Finance) degree from the University of South Carolina. He is a graduate of Louisiana State University’s Graduate School of Banking of the South and is a certified public accountant and a certified financial planner. Mr. Ridgill regularly attends Advanced Directors’ College courses, and the Directors’ Assembly, and is a graduate of the Directors’ College. He actively participates in community organizations throughout the Company’s footprint and currently serves on the Boards of the Greensboro Partnership, the United Way of Greater Greensboro and the Davidson County Community College Foundation, Inc. He also serves as a member of the Greensboro Economic Development Alliance Operating Committee. From 2006 through 2008, Mr. Ridgill served on the Board of the North Carolina Bankers Association. The North Carolina Association of CPAs recognized Mr. Ridgill as the 2004-2005 Outstanding Member in Business and Industry. Areas of relevant experience qualifying him for service as a director include, but are not limited to, the following: eight years experience serving as a bank director, including service on the executive committee; extensive financial institution management experience; expertise in mergers, acquisitions, and corporate restructuring and integration; leadership of the Company’s strategic direction following the merger of FNB into the Company; financial and accounting expertise as a certified public accountant, a certified financial planner and a community banker; broad experience as a director of various community organizations; and longstanding relationships with community bankers, investment bankers and other bank executives on a national level.

Mary E. Rittling	62	2006	Dr. Rittling is President of the Davidson County Community College. She currently serves as a community partner and advocate in both Davidson and Davie Counties. She is a graduate of the Directors’ College and has been recognized in the Triad as an Exceptional Leader in 2009, 2010 and 2011; she was also named as the Outstanding Woman in Business by the Lexington Area Chamber of Commerce in 2009. In 2012, Dr. Rittling was named the North Carolina Community College President of the year. She earned a degree in Nursing from D’Youville College, a Master degree in Nursing from Binghamton University, and a Master degree and a Doctorate in Education from Columbia University. She also completed studies at the Harvard University Institute for New Presidents. Dr. Rittling serves as the Chairman of the Governance Committee of the Company.

Name	Age	Director Since	Experience/Special Skills⁽²⁾

			Areas of relevant experience qualifying her for service as a director include, but are not limited to, the following: seven years of experience serving as a director of the Bank, including service on many committees; experience in strategic planning and corporate governance; ability to address complex outcomes; and community and regional involvement.

E. Reid Teague	63	2002	Mr. Teague is the owner and President of Eden Oil Co., Inc. He was a member of the National Council for Citgo Marketers representing the southern states from 2008 through 2010. Mr. Teague has served as a board member of the North Carolina Petroleum Marketers Association and the Pennrose Park Country Club.He is a graduate of the Directors’ College.Mr. Teague earned a Bachelor of Science degree in Business from the University of North Carolina at Chapel Hill. Areas of relevant experience qualifying him for service as a director include, but are not limited to, the following: eleven years of experience serving as a director of the Bank, including service on many committees; experience in owning and operating a successful business; experience in both audit/risk and governance committee work; and extensive community service and contacts within the Bank’s footprint.

John F. Watts	54	2005	Mr. Watts is the owner of Watts Realty, A North Carolina Limited Partnership. Prior to joining the Board in 2005, Mr. Watts served as a director of two community banks. Mr. Watts has attended the Directors’ Assembly for the past five years.He is a graduate of the Directors’ College and has attended courses at the Advanced Directors’ College. In 2012, Mr. Watts attended the Directors’ Assembly.Mr. Watts earned a Bachelor of Science degree in Math from Elon University. Areas of relevant experience qualifying him for service as a director include, but are not limited to, the following: 12 years of experience serving as a bank director, including service on many committees; experience in credit management oversight; experience in owning and operating a successful real estate brokerage business; and extensive contacts through community involvement in Stokes and Forsyth Counties.

G. Alfred Webster	64	2006	Mr. Webster retired as the Executive Vice President of Unifi, Inc.. He currently serves as the Lead Director, a member of the Executive Committee, a member of the Audit Committee and the Chairman of the Compensation Committee of Unifi, Inc. He previously served as a director of Annie Penn Hospital in Reidsville, NC. He has attended courses at the Advanced Directors’ College and the Directors’ Assembly. Mr. Webster earned a Bachelor of Science in Business Administration degree from the University of North Carolina at Chapel Hill. In addition, Mr. Webster serves as the Chairman of the Compensation Committee of the Company.

______________________

⁽¹⁾	Mr. Albert was an executive officer of Billings Transportation Group, Inc., Billings Freight Systems, Inc., Billings Express, Inc. and Metro Motor Express, Inc., each of which filed for voluntary bankruptcy under Chapter 7 in 2006.
⁽²⁾	On January 23, 2013, the Board reapproved the NewBridge Bancorp and NewBridge Bank Director Education Policy, a copy of which is available on our website atwww.newbridgebank.com, pursuant to which directors are encouraged to participate in educational opportunities on an on-going basis.

Robert V. Perkins resigned as a director of the Company and the Bank on October 16, 2012 due to personal reasons. Donald P. Johnson was appointed by the Board on December 19, 2012 to serve as a director of the Company and the Bank until the Annual Meeting.

Robert F. Lowe, former Chairman, President and Chief Executive Officer of the Company and the Bank, will retire from the Board as of the Annual Meeting in accordance with the Company’s mandatory retirement policy. The Board gratefully acknowledges Mr. Lowe’s 43 years of service and significant contributions to the Company and the Bank.

THE BOARD UNANIMOUSLY RECOMMENDS A VOTE FOR ALL NOMINEES FOR ELECTION AS DIRECTORS, EACH TO SERVE UNTIL THE 2014 ANNUAL MEETING

Except for Mr. Ridgill, all members of the Board are “independent” as defined under the rules and listing standards of the Global Select Market of the Nasdaq Stock Market, LLC (“Nasdaq GS”). All members of the Compensation Committee, the Audit and Risk Management Committee (the “Audit Committee”) and the Governance Committee are “independent” as defined under the rules and listing standards of the Nasdaq GS.

Who Serves on the Board of Directors of the Bank?

The Bank currently has a 16 member board of directors which is comprised of the same persons who are currently directors of the Company. Those persons elected to the Board at the Annual Meeting will also be elected by the Company as directors of the Bank.

How Much Common Stock do our Directors and Executive Officers Own?

The following table sets forth information as of February 22, 2013 (unless a different date is indicated below) concerning the beneficial ownership of Class A shares of each director and each named executive officer who held office during 2012 and by all directors and named executive officers as a group. According to rules promulgated by the Securities and Exchange Commission (the “SEC”), a person is the “beneficial owner” of securities if the person has or shares the power to vote them or to direct their investment, or has the right to acquire ownership of such securities within 60 days through the exercise of an option, warrant, right of conversion of a security or otherwise.

BENEFICIAL OWNERSHIP TABLE

Name of Beneficial Owner	Amount and Nature of Beneficial Ownership⁽¹⁾			Percentage of Class⁽²⁾

Michael S. Albert		50,469	⁽³⁾		*
David P. Barksdale		11,748	⁽⁴⁾		*
J. David Branch		34,844			*
C. Arnold Britt		113,901	⁽⁵⁾		*
William W. Budd, Jr.		17,400	⁽⁶⁾		*
Robert C. Clark		14,918			*
Alex A. Diffey, Jr.		26,207			*
Barry Z. Dodson		94,489	⁽⁷⁾		*
Robin S. Hager		11,798	⁽⁸⁾		*
Ramsey K. Hamadi		92,202			*
Donald P. Johnson		1,961			*
Joseph H. Kinnarney		99,017	⁽⁹⁾		*
Robert F. Lowe		94,785	⁽¹⁰⁾		*
Robert V. Perkins		25,049	⁽¹¹⁾		*
Pressley A. Ridgill		166,245	⁽¹²⁾		*
Mary E. Rittling		7,340	⁽¹³⁾		*
E. Reid Teague		62,274	⁽¹⁴⁾		*
John F. Watts		78,904	⁽¹⁵⁾		*
G. Alfred Webster		21,341			*
Kenan C. Wright		237,715	⁽¹⁶⁾		*
Julius S. Young, Jr.		97,410	⁽¹⁷⁾		*
Directors and Executive Officers as a Group (21 total)		1,360,017	⁽¹⁸⁾		5.33	%

__________________

*	Represents less than 1% of the issued and outstanding Class A shares.

⁽¹⁾	Unless otherwise noted, all Class A shares are owned directly of record or are shares for which the named individual has sole voting and investment power.

⁽²⁾	Based upon 25,257,130 outstanding as of February 22, 2013. Assumes the exercise of only those stock options held as of February 22, 2013, with respect to each designated recipient.

⁽³⁾	With respect to Mr. Albert, the amount includes (a) 1,250 options that may be exercised under the Comprehensive Benefit Plan (as hereinafter defined); and (b) 799 shares held by Mr. Albert’s son.

⁽⁴⁾	With respect to Mr. Barksdale, the amount includes 8,500 options that may be exercised under the Comprehensive Benefit Plan.

⁽⁵⁾	With respect to Mr. Britt, the amount includes (a) 26,750 options that may be exercised under the FNB Omnibus Plan (as hereinafter defined); and (b) 554 shares held by Mr. Britt’s wife.

⁽⁶⁾	With respect to Mr. Budd, the amount includes 5,350 options that may be exercised under the FNB Incentive Plan (as hereinafter defined).

⁽⁷⁾	With respect to Mr. Dodson, the amount includes (a) 26,750 options that may be exercised under the FNB Omnibus Plan; (b) 394 shares held jointly with Mr. Dodson’s wife; (c) 2,650 shares held by Mr. Dodson’s wife; (d) 7,077 shares held by a trust for the benefit of Mr. Dodson’s daughter with Mr. Dodson and his daughter as joint trustees; (e) 2,011 shares held by Mr. Dodson’s daughter in her IRA; and (f) 3,362 shares held by Mr. Dodson as custodian for Mr. Dodson’s daughter.

⁽⁸⁾	With respect to Ms. Hager, the amount includes (a) 535 options that may be exercised under the FNB Omnibus Plan; and (b)5,000 shares that may be exercised under the Comprehensive Benefit Plan.

⁽⁹⁾	With respect to Dr. Kinnarney, the amount includes 26,750 options that may be exercised under the FNB Omnibus Plan. Dr. Kinnarney has pledged 18,723 Class A shares to secure a loan made by the Bank to Dr. Kinnarney in the ordinary course of business.

⁽¹⁰⁾	With respect to Mr. Lowe, the amount includes10,353 shares held by Mr. Lowe’s wife. The reduction in the number of shares owned by Mr. Lowe from the prior year is a result of the expiration of 40,000 options previously granted to Mr. Lowe under the Comprehensive Benefit Plan.

⁽¹¹⁾	Mr. Perkins resigned as a director of the Company on October 16, 2012. As such, the amount reported above represents the number of shares owned by Mr. Perkins as of that date, including 18,725 options that could have been then exercised under the FNB Omnibus Plan.

⁽¹²⁾	With respect to Mr. Ridgill, the amount includes 63,529 options that may be exercised within 60 days under the FNB Omnibus Plan.

⁽¹³⁾	With respect to Dr. Rittling, the amount includes 2,900 shares held by Dr. Rittling’s husband.

⁽¹⁴⁾	With respect to Mr. Teague, the amount includes (a) 26,750 options that may be exercised under the FNB Omnibus Plan; (b) 835 shares held by Mr. Teague’s wife; and (c) 333 shares held by Mr. Teague’s daughter.

⁽¹⁵⁾	With respect to Mr. Watts, the amount includes (a) 639 shares held by Mr. Watts as custodian for Mr. Watts’s daughter; and (b) 68 shares held by Mr. Watts as custodian for Mr. Watts’s son.

⁽¹⁶⁾	With respect to Mr. Wright, the amount includes 26,750 options that may be exercised under the FNB Omnibus Plan.

⁽¹⁷⁾	With respect to Mr. Young, the amount includes 1,250 options that may be exercised under the Comprehensive Benefit Plan.

⁽¹⁸⁾	Includes 237,889 options that may be exercised by the directors and executive officers under all equity incentive plans.

Security Ownership of Certain Beneficial Owners

The Exchange Act requires that any person who acquires the beneficial ownership of more than 5% of our Class A Common Stock notify the SEC and us. Set forth below is certain information, as of February 22, 2013, regarding all persons or “groups,” as defined in the Exchange Act, who held of record or who are known to us to own beneficially more than 5% of our Class A shares.

Name and Address of Beneficial Owner	Amount and Nature of Beneficial Ownership			Percentage of Class
U.S. Department of the Treasury 1500 Pennsylvania Avenue, NW Washington, D.C. 20220		2,567,255	⁽¹⁾		9.23	%⁽²⁾

Endicott Opportunity Partners III, L.P. 360 Madison Avenue, 21^st Floor New York, NY 10017		2,504,500	⁽³⁾		9.92	%⁽³⁾

Wellington Management Company, LLP 280 Congress Street Boston, MA 02210		2,504,644	⁽⁴⁾		9.92	%⁽⁴⁾

____________________

⁽¹⁾	The amount represents 2,567,255 of our Class A shares which may be purchased under a warrant issued to the U.S. Department of the Treasury on December 12, 2008. As of February 22, 2013, the warrant had not been exercised. See “Participation in Troubled Asset Relief Program/Capital Purchase Program”.
⁽²⁾	Based upon a total of 25,257,130 Class A shares outstanding as February 22, 2013 plus the amount of shares acquirable under the warrant.
⁽³⁾	Based on a Schedule 13D filed by The Endicott Group on February 22, 2013 and a total of 25,257,130 Class A shares outstanding as of February 22, 2013.
⁽⁴⁾	Based on information provided to the Company and a total of 25,257,130 Class A shares outstanding as of February 22, 2013.

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Exchange Act requires the executive officers and directors of the Company and persons who beneficially own more than 10% of the outstanding shares of our Class A shares to file with the SEC reports disclosing their initial ownership of Class A shares, as well as subsequent reports disclosing changes in such ownership. To our knowledge, based solely on a review of copies of such reports furnished to us and written representations from executive officers and directors, we believe that during the fiscal year ended December 31, 2012, all of our executive officers and directors complied with all applicable Section 16(a) filing requirements.

Executive Officers of the Company

Our executive officers are (ages as of February 1, 2013):

Pressley A. Ridgill (age 60) Mr. Ridgill is the President and Chief Executive Officer (“CEO”) and a director of the Company and the Bank. Prior to being named the CEO of the Company, Mr. Ridgill served as the President and a director of the Company and the President and CEO and a director of the Bank from July 31, 2007 until June 30, 2008. He previously was the President, CEO and a director of FNB and its subsidiary bank, FNB Southeast. He joined FNB in November 2000 as the Chief Operating Officer, was elected President in November 2005 and CEO in February 2006. FNB merged into the Company in 2007.

Ramsey K. Hamadi (age 43). Mr. Hamadi is a Senior Executive Vice President and the Chief Financial Officer (“CFO”) of the Company and the Bank. Mr. Hamadi joined the Company and the Bank on March 25, 2009. Mr. Hamadi served as the CFO of Pulaski Financial Corp. from July 2001 to March 2009 and as the Controller of Pulaski Financial Corp from June 2000 to July 2001. Prior to joining Pulaski Financial Corp., he served as a Bank Examiner for the Federal Reserve Bank of St. Louis.

David P. Barksdale (age 49). Mr. Barksdale is a Senior Executive Vice President and the Chief Banking Officer of the Bank. He previously served as an Executive Vice President and Regional President over the Western Triad region of the Bank from August 2007 to August 2008 and a Senior Vice President and Chief Credit Officer of the Bank from July 2006 to August 2007. Previously he was a Senior Vice President and Area Executive for Forsyth and Stokes Counties of the Bank. Prior to joining the Bank, he worked for Wake Forest University as the Director of Annual Support and the College Fund.

William W. Budd, Jr. (age 50). Mr. Budd is a Senior Executive Vice President and the Chief Credit Officer of the Bank. Mr. Budd was an Executive Vice President and the Chief Credit Officer of FNB Southeast from January 2007 until FNB’s merger into the Company. Mr. Budd previously was with SunTrust Bank (formerly Central Carolina Bank) where he held various roles including Commercial Banking Manager, Regional Senior Credit Officer and Group Line of Business Manager for Commercial Real Estate Finance for North and South Carolina.

Robin S. Hager (age 50). Ms. Hager is a Senior Executive Vice President and the Chief Administrative Officer of the Bank. Ms. Hager was the head of Retail Bank Administration for FNB Southeast until FNB’s merger into the Company. Prior to joining FNB, Ms. Hager worked for eight years at SouthTrust Bank in various roles including Operations Manager, Sales Manager and Retail Bank Administration.

How Often Did our Board Meet During 2012?

The Board held 17 meetings in 2012. Each director attended at least 75% of the aggregate Board meetings held and of the total number of meetings held by all committees of the Board on which such director served. Our Corporate Governance Guidelines (“Governance Guidelines”) require that, in the absence of an unavoidable conflict, all directors are expected to attend the Annual Meeting. At the 2012 Annual Meeting of Shareholders held on May 16, 2012, each member of the then current Board was in attendance except for E. Reid Teague and Robert V. Perkins.

How can you communicate with the Board?

We do not have formal procedures for shareholder communication with our Board. In general, our directors and officers are easily accessible by telephone, postal mail or e-mail. Any matter intended for the Board or any individual director can be directed to Pressley A. Ridgill, our President and CEO, at our principal executive offices located at 1501 Highwoods Boulevard, Suite 400, Greensboro, North Carolina 27410. You also may direct correspondence to the Board or any of its members in care of the Company at the foregoing address. Your communication will be forwarded to the intended recipient unopened.

Participation in the Troubled Asset Relief Program/Capital Purchase Program (“TARP/CPP”)

On December 12, 2008, we entered into a Letter Agreement with the United States Department of the Treasury (“Treasury”) pursuant to which we sold, for an aggregate purchase price of $52,372,000, (i) 52,372 shares of our Fixed Rate Cumulative Perpetual Preferred Stock, Series A and (ii) a warrant to purchase, at an exercise price of $3.06 per share,2,567,255 shares of our Class A Common Stock.

Certain Relationships and Related Transactions

Certain directors, nominees for director and executive officers of the Company, companies with which directors, nominees for director and executive officers are associated, and/or the immediate family members of directors, nominees for director and executive officers of the Company are customers of the Bank and as such may from time to time borrow funds from the Bank within prescribed limitations, including those imposed by Section 402 of the Sarbanes-Oxley Act of 2002. Any such loans and commitments are made in the ordinary course of business, on substantially the same terms, including interest rates and collateral, as those prevailing at the time for comparable transactions with other persons not related to the Company or the Bank, and do not involve more than the normal risk of collectability or present to the Bank other unfavorable features. See “Board Committees — Compensation Committee Interlocks and Insider Participation.”

Code of Business Conduct and Ethics

We have had a written ethics code for many years. The Board conducts an annual review of the “Code of Business Conduct and Ethics” which applies to all directors, executives, officers and employees of the Company and its subsidiaries (the “General Code”), and the “Code of Business Conduct and Ethics for the CEO and Senior Financial Officers” which applies to our President and CEO and to our senior financial officers including the CFO and our Chief Accounting Officer (the “Officer Code”). The General Code outlines many standards, including those related to addressing compliance with laws, regulations, policies and procedures; conflicts of interest; confidentiality; accuracy of financial statements and other records; and procedures for reporting violations of the General Code or any illegal or unethical business or workplace conduct. The Officer Code imposes additional standards on our President and CEO and our senior financial officers concerning our accounting and financial reporting. Generally, the Officer Code requires those individuals to bring to the attention of the CEO and the CFO, and in certain circumstances, the Audit Committee, any material information which comes to their attention that (1) affects disclosures made by the Company in our public filings; (2) demonstrates significant deficiencies in our internal controls; (3) concerns fraud or a violation of the General Code by management or employees with a significant role in financial reporting, disclosure or internal controls; or (4) involves a material violation of law, including securities laws. Under the Officer Code, the Board, or its designee, determines the appropriate actions to be taken in the event the Officer Code or the General Code is violated by the President and CEO or the senior financial officers, which actions may include termination of employment. Copies of the General Code and the Officer Code are available on our website,www.newbridgebank.com, under the headingInvestor Relations.

The General Code and the Officer Code outline appropriate behavior for all employees. A “Whistleblower” provision is incorporated in the General Code and provides a mechanism for employees to anonymously report malfeasance, fraud, financial reporting abuses, etc. Employees are required to provide annual certifications stating their understanding of and compliance with the General Code. We also have an Excessive and Luxury Expenditures Policy (the “Luxury Policy”) setting forth the Company’s policy that expenditures on entertainment or events, office and facility renovations, aviation or other transportation services, and other similar items, activities or events are prohibited to the extent that such expenditures are not reasonable for employee or director development, reasonable performance incentives or other similar measures conducted in the normal course of business. A copy of the Luxury Policy is available on our website,www.newbridgebank.com, under the headingInvestor Relations.

Board Leadership Structure and Risk Oversight

The ultimate authority to oversee the business of the Company rests with the Board. Currently, the Board is led by an independent Chairman, and in his or her absence, an independent Vice Chairman. The role of the Board is to effectively govern the affairs of the Company for the benefit of its shareholders and, to the extent appropriate under North Carolina corporate law, other constituencies including employees, customers, suppliers and the communities in which it does business. The Board appoints the Company’s officers, who have responsibility for management of the Company’s operations. The Bank’s officers, other than the President and CEO, are appointed by the President and CEO of the Bank. The President and CEO of the Bank notifies the Bank’s Board of such appointments.

It is our Chairman’s responsibility to lead the Board. Our President and CEO is responsible for leading our management team and the Company’s employees and operating the Company. We believe it beneficial to have an independent Chairman whose sole responsibility as a director is board leadership.

In making the decision to appoint an independent Chairman, the Board considered the time demands on our President and CEO, particularly in the current economic environment. By having another director serve as Chairman, our President and CEO is able to focus all of his energy on managing our operations. By clearly delineating the role of the office of the Chairman, we believe we have limited any unnecessary duplication of effort between the President and CEO and the Chairman. We believe this governance structure results in strong, independent leadership of our Board.

The Board currently consists of 15 independent members and only one non-independent member, Mr. Ridgill. A number of our independent directors are currently serving or have served as members of senior management or as directors of other companies. We have three Board committees comprised solely of independent directors, each with a different independent director serving as chairman of the committee. We believe that the number of independent, experienced directors that make up our Board, along with the independent leadership of the Board by the non-executive Chairman, benefits our Company and our shareholders.

The Company manages risk through a series of fluid and dynamic mechanisms. The “tone” is established at the top with the Board overseeing the general risk management strategy and ensuring risks undertaken are consistent with the Board’s established risk tolerance. Management is responsible for the day-to-day risk management processes. Risk assessment reports are provided to the Board by management on a regular and timely basis.

The Board has established committees in order to effectively divide risk monitoring responsibilities and capabilities. The Committees include: Audit, Compensation, Executive, Governance and Strategic Initiatives Committees. The Audit Committee, charged by the Board with the primary oversight responsibility for risk management, also oversees the integrity of financial reporting, compliance with laws and regulations, and the structure of internal control. The Compensation Committee provides oversight of executive compensation as well as other compensation programs for associates and bank officers. The Governance Committee assists in the establishment of principles for the Company and provides leadership on corporate governance matters. The Strategic Initiatives Committee studies and makes recommendations to the Board on matters related to setting the overall strategic direction for the preparation by the Company’s management of formal multi-year business plans. The Executive Committee may exercise, during intervals between meetings of the Board, all the powers and authority of the Board in directing the management of the business and affairs of the Company, except as otherwise provided in the Bylaws of the Company or by North Carolina law. In addition, the Bank Board has established the Credit Management Committee and the Trust Committee. The Credit Management Committee monitors credit risk and the Trust Committee monitors the Bank’s fiduciary responsibilities as it relates to the Wealth Management Department.

In the day-to-day management of risk, management has established and implemented appropriate policies, procedures and risk assessment tools, and a defined organization and reporting structure. With respect to the organization and reporting structure, a hierarchy has been created which divides responsibility along four main lines of business and further divides responsibilities efficiently and effectively into specific processes. The structure is further enhanced by providing the internal audit and loan review functions independent functional reporting responsibilities to their respective Board committees. Risk assessments have been created to properly identify and monitor risk for the Company either at an entity level or within specific lines of business as appropriate.

Management has established internal management committees comprised of senior officers of the Bank to provide effective oversight at the management level. The committees include the Risk Management Committee, the Watch Loan Committee, Asset Liability Committee (ALCO), the Project and Products Steering Committee (which also serves as the Information Technology Steering Committee), the Branch Steering Committee, the Deposit Pricing Committee, the Loan Pricing Committee, and the Compliance & CRA Committee. With respect to established risk tolerances, the Watch Loan Committee monitors all potential problem loans, the ALCO Committee monitors interest rate and liquidity risk and the Compliance & CRA Committee monitors regulatory risk.

The Board believes that the foundation for risk management is well-established and understood throughout the Company from the Board level down throughout the organization.

Diversity of the Board

The Governance Committee does not maintain a formal diversity policy with respect to the identification of nominees to the Board. Diversity is just one of many factors considered by the Governance Committee in recommending director nominees each year. These factors are summarized in the Governance Guidelines available on our website,www.newbridgebank.com, under the headingInvestor Relations, and they are considered by the full Board prior to the nominees being approved. We define diversity broadly to include differences in race, gender, ethnicity, age, viewpoint, professional experience, educational background, skills, geographic mix within the marketplace, and other personal attributes that can foster heterogeneity in order to encourage and maintain board effectiveness. We believe that we have a broadly diverse board, benefiting our shareholders.

Related Party Matters.

The Audit Committee is charged with reviewing and approving all related party transactions of the Company or the Bank and its directors, executive officers or employees thereof, other than transactions subject to Federal Reserve Regulation O.All material facts of the transactions and the employee’s or the director’s interest are discussed by all disinterested directors and a decision made about whether the transaction is fair to the Company and the Bank. A majority vote of all disinterested directors is required to approve the transaction. The Credit Management Committee routinely considers extensions of credit, direct and indirect, by the Bank to any executive officer or director, or any such person’s affiliates or immediate family members pursuant to Regulation O. Lines of credit to such persons are reviewed at least every 14 months. Extensions are compared against market terms for similar transactions. The Board believes that all related party transactions with officers and directors, including the transactions described below, are on terms comparable to those which would have been reached with unaffiliated parties at the time such transactions were made.

Watts Realty, A North Carolina Limited Partnership (“Watts Realty”), sold eight pieces of real property on behalf of the Bank during the year ended December 31, 2012. Mr. Watts, a director of the Company and the Bank, is the owner of Watts Realty. During the year ended December 31, 2012, the Bank paid Watts Realty $32,533 in commissions for the sales of these properties. It is anticipated that Mr. Watts will provide services to the Bank from time to time in 2013.

Board Committees

The Board has five standing committees: Audit, Compensation, Governance, Executive and Strategic Initiatives Committees. The Board of Directors of the Bank has two standing committees, the Credit Management and Trust Committees, on which Board members serve in their capacity as directors of the Bank.

Audit and Risk Management Committee. We have a standing Audit Committee established in accordance with the Exchange Act. The current members of the Audit Committee are Barry Z. Dodson (Chairman), C. Arnold Britt, Alex A. Diffey, Jr. and Kenan C. Wright. The Audit Committee held four meetings in 2012. Each of the members of the Audit Committee is “independent” as determined by the Board under the applicable rules and listing standards of the Nasdaq GS, Section 10A(m) of the Exchange Act and the rules and regulations of the SEC promulgated thereunder. In addition, the Board has determined that Mr. Dodson is an “audit committee financial expert” within the meaning of applicable SEC regulations.

The Audit Committee’s primary responsibilities are to assist the Board in overseeing the accounting and financial reporting processes and the audits of our financial statements, including oversight of (1) the integrity of our financial reports and other financial information; (2) compliance with legal and regulatory requirements; (3) our systems of internal controls regarding finance, accounting, legal compliance and ethics that management and the Board have established; (4) the structure, staffing and performance of our internal audit function; (5) the independence and performance of our independent registered public accounting firm engaged to audit and review our financial statements; and (6) our auditing, accounting and financial reporting processes generally. In addition, the Audit Committee is responsible for overseeing management in establishing, implementing and operating a risk management system. The Audit Committee has also been appointed as our Qualified Legal Compliance Committee within the meaning of the SEC’s rules and regulations. As such, the Audit Committee is responsible for handling any reports of evidence of a material violation of the securities laws and conducting any investigation thereof that it deems appropriate. Further, the Audit Committee has been appointed to oversee treatment of, and any necessary investigation concerning, any employee complaints or concerns regarding our accounting and auditing matters.

On November 1, 2012, we conducted our annual review and approval of the Employee Complaint procedures for Accounting and Auditing Matters, which encourages any employee with such complaints or concerns to report them, anonymously if they desire, to the Chairman of the Audit Committee for investigation and appropriate corrective action, if necessary.

On March 7, 2013, the Audit Committee reviewed its Amended and Restated Charter and determined that it was discharging its duties set forth therein. The Board re-approved the Amended and Restated Charter on March 20, 2013. A copy of the Amended and Restated Charter is available on our website,www.newbridgebank.com, under the headingInvestor Relations.

Audit Committee Report. The Audit Committee has reviewed and discussed our audited consolidated financial statements with management and has discussed with Grant Thornton, our independent registered public accounting firm for the year ended December 31, 2012, the matters required to be discussed by the Statement on Auditing Standards No. 61, as amended (AICPA,Professional Standards, Vol. 1. AU Section 380), as adopted by the Public Company Accounting Oversight Board (the “PCAOB”) in Rule 3200T. In addition, the Audit Committee has received the written disclosures and the letter from Grant Thornton required by applicable requirements of the PCAOB regarding Grant Thornton’s communications with the Audit Committee concerning independence, and has discussed with Grant Thornton its independence in providing audit services to us. Based upon these reviews and discussions, the Audit Committee recommended to the Board that the audited consolidated financial statements be included in our Annual Report on Form 10-K for the year ended December 31, 2012 for filing with the SEC.

	Audit Committee
	Barry Z. Dodson, Chairman
	C. Arnold Britt
	Alex A. Diffey, Jr.
	Kenan C. Wright

Governance Committee. The Governance Committee held four meetings in 2012. The current members of the Governance Committee are Mary E. Rittling (Chairman), J. David Branch, Robert C. Clark and Kenan C. Wright. Each member of the Governance Committee is “independent” as determined by the Board under the rules and listing standards of the Nasdaq GS. The primary responsibilities of the Governance Committee are to (1) identify and recommend qualified individuals to the Board for nomination as members of the Board and its committees; (2) recommend to the Board the slate of director nominees to be elected by our shareholders; (3) recommend directors to be elected by the Board to fill any vacancies on the Board; (4) periodically evaluate the Governance Guidelines, (5) lead the Board in shaping our corporate governance; and (6) oversee the evaluation of the Board and its committees.

The Governance Guidelines comply with certain corporate governance rules of The National Association of Securities Dealers, Inc. and are applicable to companies whose stock is listed for trading on the Nasdaq GS. The Governance Guidelines contain various provisions related to the functions of the Board, including: (1) the composition and size of the Board; (2) meeting attendance, meeting preparation requirements and other responsibilities of directors; (3) the composition of Board committees; (4) the role of the Board with respect to management; (5) director orientation and continuing professional development; (6) periodic evaluations of corporate guidelines; and (7) annual self-evaluations with the Governance Committee to determine whether the Board and its committees are functioning effectively and in compliance with the Governance Guidelines. The Governance Guidelines also set forth our retirement policy, which provides that no director may stand for election to the Board after his or her 70th birthday except in unusual circumstances approved by the Board. The Governance Committee is responsible for conducting periodic reviews of succession planning for executive officers.The Governance Committee reviewed the Governance Guidelines during 2012 and the Board approved the Governance Guidelines on October 17, 2012 approving certain minor changes made by the Governance Committee.A copy of the Governance Guidelines is available on our website,www.newbridgebank.com, under the headingInvestor Relations.

The Governance Committee has a written charter. The Governance Committee reviewed its written charter in 2012. The Governance Committee determined that it was discharging its duties as set forth in the charter and recommended to the Board approval of the charter.The Board re-approved the charter on October 17, 2012. A copy of the charter is available on our website,www.newbridgebank.com, under the headingInvestor Relations.

Selection of Nominees for the Board.The Governance Committee generally identifies new director candidates through its network of contacts, but may also engage a professional search firm (though to date no such an engagement has been made). The Board has established a specific set of minimum qualifications or skills that must be met by any individual member of or nominee to the Board:

the highest ethics, integrity and values;

an outstanding personal and professional reputation;

professional experience and personal expertise that add value to the work of the Board as a whole;

the ability to exercise independent business judgment;

freedom from conflicts of interest;

demonstrated leadership skills; and

the willingness and ability to devote the time necessary to perform the duties and responsibilities of a director.

The Governance Committee will meet to discuss and consider each potential candidate’s qualifications (including whether the candidate is “independent” under applicable rules and listing standards) and considering the candidate’s qualifications in light of the needs of the Board and the Company at that time given the then current mix of director attributes. The Governance Committee then chooses each candidate to be recommended to the Board for approval as a nominee. In the case of an incumbent director, all have one year terms. The Governance Committee generally reviews such director’s overall service to the Company, including the number of meetings attended, level of participation and quality of performance.

The Governance Committee’s policy regarding consideration of candidates recommended by shareholders is set forth in the Company’s Bylaws. If a shareholder desires to recommend a nominee,the shareholder must send a notice to the Secretary of the Company setting forth the following information: (1) the nominee’s name, age, business address, residence address (if known), social security number (if known) and telephone number, (2) the nominee’s principal occupation or employment, (3) the nominee’s qualifications to serve as director, (4) an executed written consent of the nominee to serve as a director of the Company if so elected, (5) the number of Class A shares beneficially owned by each such nominee, (6) the name and record address of the shareholder making the nomination, (7) the class, series, and number of the Company’s shares that are owned of record or beneficially by the nominated shareholder making the nomination, (8) a representation that the shareholder intends to appear in person or by proxy at the meeting to nominate the nominee, (9) a description of all arrangements or understandings between the shareholder and the nominee and any other person or persons (naming such person or persons) pursuant to which the nomination is to be made by the shareholder, and (10) any material interest of the shareholder in the proposed nomination. The Secretary will deliver all such notices to the Governance Committee for review and consideration in accordance with the minimum qualifications described above. The Governance Committee will make a recommendation as to whether such candidate should be nominated for election as a director.

Compensation Committee. The Compensation Committee held five meetings in 2012. The current members of the Compensation Committee are G. Alfred Webster (Chairman), J. David Branch, Joseph H. Kinnarney and Julius S. Young, Jr. Each member of the Compensation Committee is “independent” as determined by the Board under the rules and listing standards of the Nasdaq GS. Additionally, each member qualifies as a “non-employee director” for purposes of Rule 16b-3 under the Exchange Act and as an “outside director” for purposes of Section 162(m) of the Internal Revenue Code of 1986, as amended (the “Code”).

The primary responsibilities of the Compensation Committee are to assist the Board in (1) determining appropriate compensation levels for our President and CEO and members of the Board; (2) evaluating officer and Board compensation plans, policies and programs; (3) reviewing benefit plans for officers and employees; and (4) producing an annual report on executive compensation for inclusion in our proxy statement. In addition, the Compensation Committee must meet at least twice per year with our senior risk officer to discuss and review the relationship between our risk management policies and practices and all incentive compensation arrangements as well as to certify that it has completed a review of all incentive compensation arrangements.

The Compensation Committee may delegate to the President and CEO the authority to determine base salaries for all executive officers and employees of the Company and the Bank, other than the President and CEO. Based on the authority granted by the Compensation Committee, Mr. Ridgill, our President and CEO, sets the base salaries of those executive officers who report directly to him, namely Mr. Hamadi, Mr. Barksdale, Mr. Budd and Ms. Hager. In turn, these executive officers are responsible for setting the base salaries of those officers who report directly to them. Mr. Ridgill does not participate in the Compensation Committee’s discussion or decisions regarding his own compensation.

In late 2012, the Compensation Committee engaged Pearl Meyer & Partners, a compensation consultant, to assist it in reviewing and considering changes to the Company’s incentive compensation plans. This engagement was completed in December 2012. During 2012, neither the Company’s management nor its Board of Directors engaged a compensation consultant.

The Compensation Committee administers outstanding equity compensation awards under the following plans: (1) the 1994 Director Stock Option Plan (the “Director Option Plan”); (2) the 1996 Omnibus Stock Incentive Plan (the “1996 Omnibus Plan”); (3) the FNB Omnibus Equity Compensation Plan (the “FNB Omnibus Plan”); and (4) the FNB Long Term Stock Incentive Plan (the “FNB Incentive Plan”). The Compensation Committee also administers the NewBridge Bancorp Comprehensive Equity Compensation Plan for Directors and Employees (the “Comprehensive Benefit Plan”), which was approved by our shareholders at the 2004 Annual Meeting of Shareholders. When the shareholders approved the Comprehensive Benefit Plan, the Director Option Plan, the 1996 Omnibus Plan and the FNB Omnibus Plan were terminated (except with respect to outstanding awards). The FNB Incentive Plan and the Comprehensive Benefit Plan are now the only plans under which the Compensation Committee may award new grants of stock options, stock appreciation rights, restricted stock and other equity-based awards to directors and employees. The Compensation Committee selects participants for the FNB Incentive Plan and the Comprehensive Benefit Plan and determines (subject to the terms of the respective plan) the type, timing, pricing, vesting and amount of awards to be granted under those plans.

On January 16, 2013, the Compensation Committee reviewed its written charter. The Compensation Committee determined that it was discharging its duties as set forth in the charter and recommended to the Board approval of the charter. The Board re-approved the charter on February 20, 2013. A copy of the Compensation Committee charter is available on our website,www.newbridgebank.com, under the headingInvestor Relations.

Compensation Committee Interlocks and Insider Participation. No current member of the Compensation Committee is or has been an employee of the Company or any of our subsidiaries. None of our executive officers serve on the compensation committee or as a director of another entity of which an officer or director of such other entity serves on our Compensation Committee.

Compensation Committee Report. The Compensation Committee has reviewed and discussed the Compensation Discussion and Analysis in this Proxy Statement with management and has recommended that it be included in this Proxy Statement and our Annual Report on Form 10-K filed with the SEC for the year ended December 31, 2012.

In addition, the Compensation Committee certifies that:

(1)

It has reviewed with the senior risk officer 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 the Company or the Bank;

(2)

It has reviewed with the senior risk officer the employee compensation plans and has made all reasonable efforts to limit any unnecessary risks these plans pose to the Company or the Bank; and

(3)

It has reviewed the employee compensation plans to eliminate any features of these plans that would encourage the manipulation of reported earnings of the Company to enhance the compensation of any employee.

This certification above and the narrative below are being provided in accordance with the requirement of the Interim Final Rules issued by the Treasury (the “TARP Rules”).

Discussion of Risk Review and Assessment.Our senior risk officer has conducted three assessments of the Company’s compensation programs since January 1, 2012 and has reviewed and discussed the assessments and the compensation plans with the Compensation Committee. The most recent assessment with the Compensation Committee occurred on January 16, 2013 and covered all compensation plans, including the SEO compensation plans. The Committee adopted the approach recommended by the senior risk officer and focused its review on incentive based compensation plans, the controls around these plans and the plans’ administration. The senior risk officer also considered compensation plans providing for deferral of compensation and/or retirement benefits, and plans providing for de minimis payouts, and determined that these plans did not present opportunities for employees to take unnecessary and excessive risks that threaten the value of the Company or the Bank, or to manipulate earnings to enhance the compensation of any employee. The senior risk officer determined to exclude from review broad-based welfare and benefit plans that do not discriminate in scope and terms of operation.

The Compensation Committee believes that the Company’s overall compensation practices for SEOs, which include the following elements, limit the ability of executive officers to benefit from taking unnecessary or excessive risks:

Balance between fixed compensation (e.g., base salary) and incentive and equity compensation opportunities;

Maximum payouts which limit overall payout potential;

Balance between short-term and long-term incentive compensation opportunity; and

Limited stock option usage compared to full value equity awards.

In addition, the Committee believes that there are controls around incentive plans for all employees as described below that effectively discourage unnecessary and excessive risk taking.

Risk Framework. The Board has established an overall risk tolerance level of low to moderate risk in connection with the operation of the Company’s business. Adherence to the established risk tolerance level is implemented through the Company’s system of internal controls and processes and is monitored by Corporate Audit Services, Asset Liability Management, Credit Administration and, as appropriate, the Company’s independent registered public accounting firm. All material business plans must be developed in compliance with the risk tolerance level approved by the Board. Incentive compensation plans and performance goals are based upon these plans.

In addition to the overarching risk framework which limits risks, there are controls around employee incentive plans (including the SEO plans) that effectively discourage and limit unnecessary and excessive risks of the plans. As further described below, the Compensation Committee reviews and approves all SEO plans, award opportunities and performance goals. Further, incentive plans are audited regularly by internal auditors and periodically by the Company’s independent registered public accounting firm.

SEO Compensation Plans. The SEO compensation plans are currently operating within the constraints, limits and restrictions of the TARP/CPP as such constraints, limits and restrictions have been detailed in the TARP Rules. The Compensation Committee believes, however, that the Company’s standard compensation programs for executives do not encourage unnecessary and excessive risk, even before application of the limits, restrictions and prohibitions arising from the Company’s participation in the TARP/CPP. As discussed in further detail in the Compensation Discussion and Analysis below, the standard incentive compensation plans for SEOs consists of long-term incentives under the Comprehensive Benefit Plan and/or the FNB Incentive Plan in the form of equity awards (restricted stock and restricted stock units). Long-term incentive awards are closely linked to the Company’s financial performance compared with its strategic plan for each plan year or plan cycle.

Equity awards are a critical part of the Company’s compensation philosophy as they encourage the alignment of senior management’s goals with those of shareholders, with the ultimate goal of increasing overall shareholder value. Long-termperformance awards are payable in recognition of achievement of the Company’s goals over a period of time longer than one year, typically a three-year period. The Compensation Committee approves all incentive compensation paid to the executive officers, including the SEOs. The Compensation Committee confers with the Audit Committee as necessary when confirming achievement of performance goals.

Under the TARP Rules, annual cash incentive awards for the SEOs are prohibited and equity awards to the SEOs are restricted. The Compensation Committee believes that the Company’s current compensation practices for SEOs do not encourage unnecessary or excessive risk that threaten the value of the Company or the Bank.

Employee Compensation Plans. In addition to the incentive plans in which the SEOs participate, the Company has four business unit incentive plans which cover (i) commercial banking, private banking, retail banking and cash management, (ii) mortgage banking, (iii) investment services and (iv) wealth management. The Compensation Committee believes that the features of these incentive compensation plans, alone and/or combined with the systems of controls in place, do not encourage unnecessary or excessive risk and do not encourage the manipulation of reported earnings to enhance the compensation of any employee. In particular, there are effective controls in place to review business generated by individuals who earned 75% or more of their compensation in variable pay. In addition, persons having compliance, risk, credit quality, quality assurance and finance roles are not compensated on the same results as the business teams they support. Instead, their incentives are tied to corporate goals.

Further, in light of the significant level of oversight and controls surrounding incentive plans, and the significant amounts that would be required to impact the Company’s reported earnings, the Compensation Committee believes that the incentive plans for employees, including SEOs, do not contain any features that would encourage the manipulation of reported earnings to enhance the compensation of any employee.

	Compensation Committee
	G. Alfred Webster, Chairman
	J. David Branch
	Joseph H. Kinnarney
	Julius S. Young, Jr.

Compensation Discussion and Analysis

The following Compensation Discussion and Analysis provides information with respect to the compensation paid during the year ended December 31, 2012 to our President and CEO, Pressley A. Ridgill, our CFO, Ramsey K. Hamadi, David P. Barksdale, William W. Budd, Jr. and Robin S. Hager (together, the “named executive officers”).

Compensation Committee Processes and Procedures.The Compensation Committee of the Board (the “Committee”) makes decisions regarding the overall compensation packages of our senior executive officers. It also has strategic and administrative responsibility for a broad range of compensation issues. It seeks to ensure that we compensate key management employees effectively and in a manner consistent with the Committee’s stated compensation strategy and relevant requirements of various regulatory entities. A part of these responsibilities is overseeing the administration of executive compensation and employee benefit plans, including the design, selection of participants, establishment of performance measures, and evaluation of awards pursuant to our annual and long-term incentive programs.

Executive Compensation Philosophy. Our executive compensation program has been designed as an active management tool that directs and rewards specific results. The primary objective of the program is to reinforce the strategic goals that management and the Board have developed by directly aligning specific, targeted levels of performance with specific levels of compensation. The impact of performance on pay is intended to be clear, direct and easy to understand.

The executive compensation program is founded upon the idea that a strong, performance-oriented compensation program, which is generally consistent with the practices of our peers, is a key ingredient in becoming a leading performer among financial institutions of similar size, and is, therefore, in the best interests of shareholders. We also believe that a performance-based compensation program is vital to attracting and retaining highly talented and motivated executives to lead the Company.

Overview of the Compensation Program. Except as otherwise discussed in this section, our executive compensation program consists of the following elements: base salary; cash bonuses; grants of stock awards under the Comprehensive Benefit Plan or the the FNB Incentive Plan; matching contributions under the 401(k) Plan; retirement benefits under the NewBridge Bank Employees’ Pension Plan (the “Pension Plan”), the FNB Benefit Equivalency Plan (a supplemental executive retirement plan referred to herein as the “Benefit Equivalency Plan”), and the NewBridge Bancorp Non-Qualified Deferred Compensation Plan for Directors and Senior Management (the “Deferred Compensation Plan”); employment agreements; universal life insurance benefits; and group life, health and other insurance benefits. The above elements of each named executive officer’s compensation are not inter-related. For example, if vesting standards on restricted stock awards are not achieved, the executive’s base salary is not increased to make up the difference. Similarly, the value of previously granted options is not considered by the Committee in recommending the other elements of the compensation package. The Committee has exclusive discretion and authority to grant stock awards under the Comprehensive Benefit Plan and the FNB Incentive Plan to the named executive officers. The Committee recommends to the Board and the Bank Board the total compensation to be paid to our President and CEO, Mr. Ridgill. He in turn determines the base salaries of and makes recommendations for other compensation awarded by the Committee for Mr. Hamadi, Mr. Barksdale, Mr. Budd, and Ms. Hager. The Committee also considers the results of the shareholders’ non-binding vote on executive compensation. Last year the Company’s executive compensation as described in the 2012 Proxy Statement received approximately a 93% approval rating from the shareholders.

Our executive compensation program is designed to enable us to attract, retain and reward qualified executive officers. The Committee intends to keep compensation levels competitive with the compensation provided by financial institutions of comparable size (based on total assets). The Committee’s strategy is to maintain a structure within the executive compensation program that strengthens the links among executive compensation, our performance, individual performance of the executive officers and shareholder interests.

Elements of Compensation.Except as otherwise described below, the following discussion describes the elements of our executive compensation program.

Base Salary. Executive officers receive a base salary for their services to the Bank. The base salaries for Mr. Hamadi, Mr. Barksdale, Mr. Budd and Ms. Hager are determined by Mr. Ridgill. The base salary for Mr. Ridgill is determined by the Committee. Although there is no predetermined level at which the Committee or Mr. Ridgill target salaries, increases are based on an evaluation of the previous year’s performance of the executive, the relative strategic importance of the position, market and general economic conditions and a review of base salaries earned by executive officers within the Company’s peer group. The Committee and Mr. Ridgill utilize surveys of executive compensation of executive officers serving comparable financial institutions and information provided by compensation consultants in formulating their decisions. In determining base salaries, neither the Committee nor Mr. Ridgill establish performance thresholds or other measures that directly relate base salaries to operating performance.

Long-Term Incentive Awards. Under the Comprehensive Benefit Plan and/or the FNB Incentive Plan, the Committee has the flexibility to grant incentive stock options, non-qualified stock options, stock appreciation rights, restricted stock, restricted stock units, performance units, and deferred stock. Under the Comprehensive Benefit Plan, the Committee may make any other kind of stock-based award it finds to be consistent with the purpose of that Plan. Prior to 2009, the Committee traditionally granted stock options to executive officers as a long-term incentive to align the executive officer’s interests with those of our shareholders and to encourage significant stock ownership. Each option allows the recipient to purchase our Class A shares at a price equal to the fair market value of those stores on the date of grant. The Committee granted options to key employees who, in the judgment of the Committee, were in a position to materially affect our overall success and the success of the Bank by reason of the nature and extent of their duties. In deciding upon the option grants to an executive officer, the Committee considered a number of factors, including our operating performance, the executive officer’s prior contributions and potential to contribute in the future, and practices of other financial institutions of similar size with respect to granting options, although none of these factors was individually determinative.

In light of the restrictions on incentive awards imposed by the TARP Rules, the Committee determined that the use of restricted stock awards is the best tool to enhance the relationship between the award of long-term incentive compensation by the Bank’s senior management and the financial performance of the Company both each year and over a multi-year period. The Committee also believes that the increased use of restricted stock awards utilizing multi-year performance periods more closely aligns the Company with bank holding companies of comparable size.

During 2011, each of Mr. Hamadi, Mr. Barksdale, Mr. Budd and Ms. Hager received 8,737 restricted stock units and Mr. Ridgill received 22,277 restricted stock units, each unit being comprised of the right to receive one Class A share. Subject to the TARP Rules and so long as the officer remains employed by the Company at the time of vesting, each award of restricted stock units will vest as follows: 50% of the restricted stock units vested on January 1, 2013, 25% of the restricted stock units will vest on January 1, 2014 and 25% of the restricted stock units will vest on January 1, 2015. All unvested restricted stock units shall become vested and nonforfeitable upon a change in control as set forth in the Comprehensive Benefit Plan, subject to certain prohibitions under the TARP Rules. No restricted stock awards will “fully vest” unless such vesting is allowed under the TARP Rules.

During 2012, each of Mr. Hamadi, Mr. Barksdale, Mr. Budd and Ms. Hager received 11,568 restricted stock units and Mr. Ridgill received 28,920 restricted stock units, each unit being comprised of the right to receive one Class A share. Fifty percent of the restricted stock units awarded are performance-based and will be measured over a period of three years in the following four categories: non accrual loans, return on average assets, efficiency measurement and net interest margin. The other fifty percent of the restricted stock units awarded to an employee will are time-based, vesting over a four-year period. No restricted stock awards would “fully vest” unless such vesting is allowed under the TARP Rules.

401(k) Plan. The 401(k) Plan is a tax-qualified defined contribution plan designed to provide eligible employees of the Bank a vehicle for increasing their retirement savings. All Bank employees are eligible to participate in the 401(k) Plan after attaining the age of 18, and an employee is eligible to participate on the first day of the month following the employee’s hire date. New employees are eligible for matching contributions on the first day of the quarter following 90 days of service. All of the named executive officers participated in the 401(k) Plan on the same basis as all other eligible employees of the Bank. Each eligible employee of the Bank can elect to contribute on a pre-tax basis to the 401(k) Plan a minimum of 1% of his or her compensation, up to the maximum allowed by law. Employees are automatically enrolled at 3% of their compensation unless they opt out. The Bank matches an employee’s contribution at 100% of each eligible employee’s pre-tax contributions on the first 3% of contributions and 50% on the next 2% of contributions, with a maximum match of 4%. The matching contributions for the named executive officers were based on a formula contained in the terms of the 401(k) Plan and were not related the Company’s, the Bank’s or the individual officer’s performance for the year. The maximum match for highly compensated participants was $10,000 in 2012.

Pension Plan. The Pension Plan is a tax-qualified defined benefit retirement plan that was designed to attract and reward employees for their service in a tax efficient manner. Prior to the merger between LSB and FNB in 2007 and the freezing of the Pension Plan (as discussed below), all employees of the Bank and certain affiliates accrued Pension Plan benefits after attaining the age of 21 and completing one qualifying year of service. Certain employees continue to accrue benefit amounts. Contributions to the Pension Plan are computed on an actuarial basis.

Normal Retirement Benefits under the Pension Plan are as follows:

For participants who were employed by the Bank prior to the merger of FNB into the Company in 2007 and (ii) participated in the Lexington State Bank Employees’ Pension Plan (the “LSB Pension Plan”), the normal retirement benefit at age 65 is an amount payable monthly for life equal to one-twelfth of the sum of (a) 0.9% of final average compensation multiplied by the years of credited service with the Bank and certain affiliates not to exceed 40 years, plus (b) 0.65% of final average compensation in excess of social security “covered compensation” multiplied by the years of credited service with the Bank and certain affiliates not to exceed 35 years. LSB participants who have at least 30 years of vesting service may receive an unreduced normal retirement benefit beginning at age 62.

For participants who were (i) employed by the Bank prior to the 2007 merger and (ii) participated in FNB Southeast Pension Plan (the “FNB Pension Plan”), the normal retirement benefit at age 65 is an amount payable monthly for life equal to one-twelfth of the sum of (a) 1.25% of final average compensation multiplied by the years of credited service with FNB and certain of its affiliates prior to 2007 plus (b) 1.0% of final average compensation multiplied by the years of credited service after 2006 with the Bank and certain affiliates, plus (c) 0.65% of final average compensation in excess of social security “covered compensation” multiplied by the years of credited service with the Bank and certain affiliates not to exceed 35 years.

For both groups, final average compensation is the average of the participant’s five highest consecutive calendar years of compensation paid during the ten calendar years preceding retirement. Compensation for any calendar year includes total salary, wages, bonuses and incentive compensation, but excludes fringe benefits, income attributable to the exercise of stock options or other forms of equity compensation, and amounts in excess of applicable limits imposed by the Internal Revenue Service (“IRS”).

Effective December 31, 2006, the LSB Pension Plan was frozen for all participants with less than 30 years of service. Effective July 15, 2007, the FNB Pension Plan was frozen for all participants other than those who were age 55 or older with at least ten years of service as of the freeze date. Effective December 31, 2008, the FNB Pension Plan was merged into the LSB Pension Plan and renamed the NewBridge Bank Employees’ Pension Plan, which is referred to in this Proxy Statement as the Pension Plan. See the Pension Plans discussion under “Employee Benefit Plans” in the Notes to the Consolidated Financial Statements in our Annual Report on Form 10-K for the year ended December 31, 2012.

Employment Agreements. We have entered into an employment agreement with each of Mr. Ridgill, Mr. Hamadi, Mr. Barksdale, Mr. Budd and Ms. Hager and with certain other employees of the Bank.

On September 9, 2009, the Company, the Bank and Mr. Ridgill entered into an Employment and Change of Control Agreement which became effective on January 1, 2010 (the “2010 Ridgill Agreement”). The 2010 Ridgill Agreement provided for a term of three years, ending on January 1, 2013 and a base salary at the rate of at least $354,750 per year. On September 4, 2012, the Company, the Bank and Mr. Ridgill entered into a new Employment and Change of Control Agreement which became effective on January 1, 2013 and replaces the 2010 Ridgill Agreement (the “2013 Ridgill Agreement”). The 2013 Ridgill Agreement provides for a term of three years, ending on December 31, 2015 and a base salary of at least $464,063 per year, as increased from time to time thereafter. In addition, Mr. Ridgill is entitled to an annual automobile allowance of $15,000, and reimbursement of automobile operating expenses.

On March 30, 2009, Mr. Hamadi entered into an Employment and Change of Control Agreement with the Company and the Bank (the “2009 Hamadi Agreement”). The 2009 Hamadi Agreement provided for a term of three years ending on March 30, 2012 and a base salary of at least $215,000 per year. On March 2, 2012, Mr. Hamadi entered into a new Employment and Change of Control Agreement with the Company and the Bank which became effective on March 30, 2012 and replaces the 2009 Hamadi Agreement (the “2012 Hamadi Agreement”). The 2012 Hamadi Agreement provides for a term of three years ending on March 29, 2015 and a base salary of at least $260,000 per year, as increased from time to time thereafter

On October 16, 2008, Mr. Barksdale entered into an Employment and Change of Control Agreement with the Company and the Bank (the “2008 Barksdale Agreement”). The 2008 Barksdale Agreement provided for a term of three years ending on October 16, 2011 and a base salary of at least $190,000 per year. On January 27, 2012, Mr. Barksdale entered into a new Employment and Change of Control Agreement with the Company and the Bank (the “Barksdale 2012 Agreement”). The Barksdale 2012 Agreement provides for a term of three years ending on January 27, 2015 and a base salary of at least $225,000 per year, as increased from time to time thereafter.

On March 5, 2010, the Company, the Bank and Mr. Budd entered into an Employment and Change of Control Agreement (the “2010 Budd Agreement”). The 2010 Budd Agreement provided for a term of three years, ending on March 5, 2013 and a base salary at the rate of at least $187,500 per year. On February 8, 2013, Mr. Budd entered into a new Employment and Change of Control Agreement with the Company and the Bank which became effective on March 5, 2013 and replaces the 2010 Budd Agreement (the “2013 Budd Agreement”). The 2013 Budd Agreement provides for a term of three years ending on March 4, 2016 and a base salary provides for a term of three years ending on July 31, 2016 and a base salary of at least $231,000 per year, as increased from time to time thereafter.

On August 2, 2010, the Company, the Bank and Ms. Hager entered into an Employment and Change of Control Agreement (the “2010 Hager Agreement”). The 2010 Hager Agreement provided for a term of three years, ending on July 31, 2013 and a base salary at the rate of at least $182,500 per year. On February 8, 2013, the Company, the Bank and Ms. Hager entered into a new Employment and Change of Control Agreement which becomes effective on August 1, 2013 and will replace the 2010 Hager Agreement (the “2013 Hager Agreement”). The 2013 Hagar Employment Agreement provides for a term of three years ending on July 31, 2016 and a base salary of at least $231,000 per year, as increased from time to time.

Each of the Employment Agreements referenced above provide for a number of benefits also offered to senior management, including participation in various compensation plans, including, but not limited to, long-term incentive plans, stock option, stock grant and similar plans.

Pursuant to the Company’s participation in the TARP/CPP program, each named executive officer waived (i) any claim against the United States or the Company and the Bank, as their employer, to any changes to their compensation or benefits that are required to comply with the rules governing the TARP/CPP program at that time and (ii) any claim against the United States or the Company and the Bank, as their employer, to any changes to their compensation or benefits that are required to comply with the TARP Rules. For additional information on the Employment Agreements, see “Potential Payments upon Termination or Change in Control”.

Benefit Equivalency Plan. The Benefit Equivalency Plan is a non-qualified supplemental retirement benefit plan for certain executive officers. Any individual or group (class) of employees who is a member of senior management and has been deemed to be eligible to participate by the Board or the Committee may participate in the Benefit Equivalency Plan. The amount of annual retirement benefit payable according to the normal form of payment chosen is calculated as described in the footnotes to the Pension Benefits Table.

The Benefit Equivalency Plan of the Company was frozen in 2008 with the effect that no new participants are eligible to participate in the Plan, no additional service benefits may accrue under the Plan, and benefits already accrued under the Plan continue to be maintained in the Plan in accordance with its terms. Mr. Barksdale and Ms. Hager did not participate in the Benefit Equivalency Plan. Mr. Hamadi was not eligible to participate in the Benefit Equivalency Plan as he was not employed by the Company until 2009. Mr. Ridgill and Mr. Budd were participants in the Benefit Equivalency Plan prior to the decision to freeze the Plan. Mr. Ridgill’s benefits in the Plan were vested at December 31, 2007. As such, his benefits continue to be payable under the provisions of the Plan. Mr. Budd’s benefits in the Plan were not vested as of December 31, 2007, and therefore, he does not have any benefits payable under the Plan. No service benefits were accrued during the fiscal year ended December 31, 2012.

Deferred Compensation Plan. The directors and Mr. Ridgill are entitled to participate in the Deferred Compensation Plan. This Plan permits directors to elect to defer all Board retainers and fees received by them and senior executive officers participants to elect to defer compensation received by them. Mr. Hamadi, Mr. Barksdale, Mr. Budd and Ms. Hager are not participants in this Plan.

Under the Deferred Compensation Plan, the deferred compensation of a participant is paid to a trust and credited to an account for that participant. The participant may direct the trustee to invest deferred amounts, and earnings thereon, in specific mutual funds and/or Class A shares. The amount credited to a participant’s account generally is to be paid to that participant upon his or her death, disability or retirement, a change of control (as defined in the Deferred Compensation Plan) of the Company; or, upon the participant’s cessation of service with the Company (in which case the participant may receive the payment in a lump sum or over a number of previously elected years).

Clawback Policy. The Board has adopted a policy covering all current and future employee incentive plans, providing for the recovery or “clawback” by the Company of any bonus payment if the bonus payment was based on materially inaccurate financial statements (which includes but is not limited to, statements of earnings, revenues, or gains) or any other materially inaccurate performance metric criteria.

BOLI Policies. During 2011, the Committee approved the acquisition of an additional Bank Owned Life Insurance Policy that covers the lives of 12 participants, including Mr. Ridgill, Mr. Hamadi, Mr. Barksdale, Mr. Budd and Ms. Hager. Under this additional Policy, upon a death of a participant, such participant’s estate will receive certain death benefit proceeds from the Policy.

Other Benefits. Executive officers are entitled to participate in fringe benefit plans offered to employees including health and dental insurance plans and life, accidental death and dismemberment and long-term disability plans. In addition, the Bank pays country club dues for Mr. Ridgill and Mr. Barksdale.

TARP/CPP Requirements.The Committee has also taken steps to ensure that the Company’s compensation plans, programs, arrangements and practices comply with the currently applicable requirements of the TARP Rules, including the prohibition on golden parachute payments and the inclusion of claw-back provisions on those elements of incentive compensation based on the achievement of financial or operating metrics.

Summary Compensation Table. The following table shows, for the fiscal years indicated, the cash compensation we paid, as well as certain other compensation paid or accrued for those years, to our named executive officers for services in all capacities.

SUMMARY COMPENSATION TABLE

Name and Principal Position	Year	Salary($)		Stock Awards($)⁽¹⁾		Non-Equity Incentive Plan Compensation($)		Change in Pension Value and Nonqualified Deferred Compensation($)⁽²⁾		All Other Compensation($)⁽³⁾		Total($)

Pressley A. Ridgill	2012		456,445		112,499		—		67,246		32,265		668,455
Chief Executive Officer	2011		442,436		114,727		—		30,904		33,452		621,519
and President	2010		354,750		—		—		48,606		33,382		436,738

Ramsey K. Hamadi	2012		257,375		45,000		—		—		10,285		312,660
Chief Financial Officer	2011		225,000		44,996		—		—		23,583		293,579
	2010		215,000		—		—		—		51,017		266,017

David P. Barksdale	2012		227,750		45,000		—		3,029		15,359		291,138
Chief Banking Officer	2011		225,000		44,996		—		—		13,700		283,696
	2010		190,000		—		—		500		13,060		203,560

William W. Budd, Jr.	2012		227,750		45,000		—		—		6,436		279,186
Chief Credit Officer	2011		225,000		44,996		—		—		9,000		278,996
	2010		187,500		—		—		—		7,500		195,000

Robin S. Hager	2012		227,750		45,000		—		1,971		9,611		284,332
Chief Administrative	2011		225,000		44,996		—		—		9,055		279,051
Officer	2010		182,500		—		—		493		7,302		190,295

⁽¹⁾

The amounts reported represent the aggregate fair value of the restricted stock units granted to the respective recipient on the date of grant under Financial Accounting Standards Board ASC Topic 718 (“Topic 718”). The fair market value of each restricted stock unit granted to each named executive officer in 2012 was $3.89. The fair market value of each restricted stock unit granted to each named executive officer in 2011 was $5.15. The conditions underlying the restricted stock units granted in 2012 are based on time and performance and are subject to the restrictions imposed by the TARP Rules. The conditions underlying the restricted stock units granted in 2011 are based on time and are subject to the restrictions imposed by the TARP Rules.

⁽²⁾

Represents the aggregate change in the actuarial present value of the executive officer’s accumulated benefit under all defined benefit pension plans for the year. For the fiscal year ended December 31, 2011, the amount attributable to Mr. Barksdale was $(337) and Ms. Hager was $(58). See Note 17 to the Consolidated Financial Statements included in our Annual Report on Form 10-K for the year ended December 31, 2012.

⁽³⁾

The amounts reported in “All Other Compensation” are comprised of the items listed in the following table:

Name and Principal Position	Year	Employer 401(k) Match($)^(a)		Car Allowance($)		Country Club Dues($)		Forgiveness of Debt($)^(b)		BOLI($)^(c)

Pressley A. Ridgill^(d)	2012		10,000		15,000		6,120		—		1,145
Chief Executive	2011		9,800		15,000		8,500		—		152
Officer and President	2010		9,800		15,000		8,440		—		142

Ramsey K. Hamadi	2012		10,000		—		—		—		285
Chief Financial Officer	2011		9,000		—		—		14,583		—
	2010		8,600		—		—		42,417		—

David P. Barksdale	2012		9,125		—		5,850		—		384
Chief Banking Officer	2011		9,000		—		4,700		—		—
	2010		7,600		—		5,460		—		—

William W. Budd, Jr.	2012		6,030		—		—		—		406
Chief Credit Officer	2011		9,000		—		—		—		—
	2010		7,500		—		—		—		—

Robin S. Hager	2012		9,129		—		—		—		482
Chief Administrative Officer	2011		9,002		—		—		—		53
	2010		7,302		—		—		—		—

^(a)

The maximum match for highly compensated participants in the 401(k) Plan was $10,000 for 2012, $9,800 for 2011, and $9,800 for 2010.

^(b)

As an incentive to joining the Company, the Company provided Mr. Hamadi with a loan for $80,000. The proceeds of the loan were intended to cover Mr. Hamadi’s expenses and costs associated with relocating to Greensboro, North Carolina. For each month that Mr. Hamadi remained employed with the Company, the principal and accrued interest for that month due to the Bank was forgiven. The amount reported represents the amount of the principal and interest on the loan that was forgiven by the Bank in 2011 and 2010, and Mr. Hamadi is responsible for paying income taxes on this amount. There was no outstanding balance on the loan during 2012.

^(c)

Represents amounts inputed as income to each named executive officer.

^(d)

Amounts reported for Mr. Ridgill do not include compensation earned for services on the Board and the Bank Board. See “Director Compensation” for amounts earned by Mr. Ridgill for his services on the Board and the Bank Board.

Grants of Plan-Based Awards

The following table shows certain information for those grants of plan-based awards that we made to Messrs. Ridgill, Hamadi, Barksdale and Budd and Ms. Hager during the fiscal year ended December 31, 2012.

GRANTS OF PLAN-BASED AWARDS TABLE

				Estimated Future Payouts Under Equity Incentive Plan Awards					All Other Stock Awards: Number of Shares of Stock		All Other Option Awards: Number of Securities Under- lying		Exercise or Base Price of Option		Grant Date Fair Value of Stock and Option
Name (a)	Grant Date (b)	Threshold (#) (f)		Target (#) (g)			Maximum (#) (h)		or Units (#) (i)		Options (#) (j)		Awards ($/Sh) (k)		Awards ($) (l)
Pressley A. Ridgill	January 11, 2012		—		28,920	⁽¹⁾		—		—		—		—		112,499
Ramsey K. Hamadi	January 11, 2012		—		11,568	⁽¹⁾		—		—		—		—		45,000
David P. Barksdale	January 11, 2012		—		11,568	⁽¹⁾		—		—		—		—		45,000
William W. Budd, Jr.	January 11, 2012		—		11,568	⁽¹⁾		—		—		—		—		45,000
Robin S. Hager	January 11, 2012		—		11,568	⁽¹⁾		—		—		—		—		45,000

⁽¹⁾

Subject to the TARP Rules and so long as such named executive officer remains employed by the Company at the time of vesting, each award of restricted stock units will vest as follows: 50% of the restricted stock units will vest on January 1, 2016, and the remaining 50% is allocated equally to four performance criteria to be measured at December 31, 2014 and vests individually on January 1, 2015. Subject to the TARP Rules, all unvested restricted stock units shall become vested and nonforfeitable upon a change in control as set forth in the Comprehensive Benefit Plan. No restricted stock awards will “fully vest” unless such vesting is allowed under the TARP Rules.

Outstanding Equity Awards at Fiscal Year-End

The following table shows certain information for those outstanding equity awards at December 31, 2012.

OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END TABLE

	OPTION AWARDS									STOCK AWARDS
Name	Number of Securities Underlying Unexercised Options (#) Exercisable⁽¹⁾			Number of Securities Underlying Unexercised Options (#) Unexercisable		Option Exercise Price($)		Option Expiration Date		Equity Incentive Plan Awards Number Of Unearned Shares, Units or Other Rights That Have Not Vested(#)		Equity Incentive Plan Awards Market or Payout Value of Unearned Shares, Units Or Other Rights That Have Not Vested ($)

Pressley A. Ridgill		20,897			—		10.05		1/07/2013		28,920		133,900
		16,718			—		14.92		1/23/2014		22,277		103,143
		14,712			—		16.93		1/03/2015
		32,099			—		15.42		10/20/2015

Ramsey K. Hamadi		—			—		—		—		11,568		53,560
											8,737		40,452
											10,000		46,300

David P. Barksdale		2,500	⁽²⁾		—		17.11		12/21/2014		11,568		53,560
		3,000	⁽³⁾		—		17.65		12/20/2015		8,737		40,452
		3,000	⁽⁴⁾		—		17.10		12/11/2016

William W. Budd, Jr.		5,350			—		13.64		1/25/2017		11,568		53,560
											8,737		40,452

Robin S. Hager		535			—		15.42		10/20/2015		11,568		53,560
		5,000	⁽⁵⁾		—		9.82		1/22/2018		8,737		40,452

⁽¹⁾

Amounts and exercise prices have been adjusted to reflect the merger of FNB into the Company. Any options that were not fully vested as of July 31, 2007 were accelerated and became fully vested as a result of the merger.

⁽²⁾

Options granted on December 21, 2004, vesting 20% each year for five years, became fully vested on December 21, 2009.

⁽³⁾

Options granted on December 20, 2005, vesting 20% each year for five years, became fully vested on December 20, 2010.

⁽⁴⁾

Options granted on December 11, 2006, vesting 20% each year for five years, became fully vested on December 11, 2010.

⁽⁵⁾

Options granted on January 22, 2008, vesting 25% each year for four years, became fully vested on January 31, 2012.

Option Exercises and Stock Vested

No options were exercised by Messrs. Ridgill, Hamadi, Barksdale, and Budd and Ms. Hager during the year ended December 31, 2012. No stock rights vested during the year ended December 31, 2012.

Pension Benefits

The following table shows, for the fiscal year ended December 31, 2012, the pension benefits paid or earned by Messrs. Ridgill, Barksdale, and Budd and Ms. Hager. Mr. Hamadi was not eligible to participate in any Pension Plan.

PENSION BENEFITS TABLE

Name	Plan Name	Number of Years Credited Service		Present Value of Accumulated Benefit($)		Payments During Last Fiscal Year

Pressley A. Ridgill	Pension Plan⁽¹⁾		7		235,706		—
	Benefit Equivalency Plan⁽²⁾		7		345,057		—

David P. Barksdale	Pension Plan⁽¹⁾		2		14,815		—

William W. Budd, Jr.	Benefit Equivalency Plan⁽²⁾		1		—		—

Robin S. Hager	Pension Plan⁽¹⁾		2		10,565		—

⁽¹⁾

As to the Pension Plan:

^(a)

Eligibility Requirements: Prior to the freezing of the former LSB Pension Plan and the former FNB Pension Plan, each employee became a participant on the Plan Entry Date on or next following the attainment of age 21 years and completion of one year of service.

^(b)

The annual retirement benefit payable as a Life Annuity commencing at age 65 is calculated as follows:

(i)

*% of Final Average Compensation multiplied by Years of Credited Service (max 40 years) (*0.9% for the former LSB Pension Plan and 1.25% for the former FNB Pension Plan),plus

(ii)

0.65% of Final Average Compensation in excess of Covered Compensation multiplied by Years of Credited Service (max 35 years). Final Average Compensation = average of the highest five consecutive Plan Years’ Compensation out of the last 10 Plan Years in which a Year of Credited Service was earned. Covered Compensation = the average of Social Security Taxable Wage Base for the 35-year period ending at the participant’s Social Security Retirement Age.

^(c)

Credited Service: Service equals total Years of Service with the employer. A Year of Service is credited for each Plan Year in which an Employee works 1,000 hours. Credited Service (shown above) is used to determine a participant’s benefitamount, and was frozen at the respective plan freeze dates. Vesting Service is used to determine benefiteligibility, and is defined similarly to Credited Service, but is not frozen. As of December 31, 2012, Mr. Ridgill has 12 Years of Vesting Service, Mr. Barksdale has 8 Years of Vesting Service, and Ms. Hager has 7 Years of Vesting Service.

^(d)

Compensation included in the above formula includes the total compensation received by the participant for the prior Plan Year, including any amounts deferred under a qualified 401(k), 403(b), or 125 Plan. Excluded are amounts for other fringe benefits, reimbursements for expenses, automobile allowances, taxable values of employer-paid group term life insurance, and any other special forms of payment. Also excluded are any amounts in excess of applicable limits imposed by the IRS.

^(e)

Early Retirement: Eligibility is contingent upon the attainment of age 55 and the completion of 10 Years of Vesting Service. A participant may retire on the first day of any month following attainment of eligibility. The amount of the monthly Early Retirement Benefit is the participant’s Accrued Benefit reduced to reflect the early commencement of payments. The reduction is 1/180th for each of the first 60 months and 1/360th for each of the next 60 months by which the benefit commences prior to Normal Retirement Date. For participants from the former LSB Pension Plan, the following additional conditions apply to Early Retirement: (a) if the participant has at least 20 Years of Vesting Service, the early retirement reduction is 5% for each of the first 5 years and (approximately) 3% per year for each of the next 5 years by which the benefit commences prior to Normal Retirement Date, (b) if the participant is at least age 60 with at least 25 Years of Vesting Service at the early retirement date, the early retirement reduction is 4% per year prior to age 65, and (c) if the participant is at least age 62 with at least 30 Years of Vesting Service, the early retirement reduction is zero.

^(f)

The former LSB Pension Plan was frozen effective December 31, 2006 for all employee with less than 30 Years of Credited Service. Under the freeze, the benefit for affected employees will not be subject to additional service or compensation increases after December 31, 2006. Certain other participants had their benefit frozen effective December 31, 2008. The former FNB Pension Plan was frozen effective July 15, 2007. Mr. Barksdale is a participant from the former LSB Pension Plan. Mr. Ridgill and Ms. Hager are participants from the former FNB Pension Plan.

^(g)

The Present Value of the Accumulated Benefit is based on the accrued benefit at December 31, 2012, and the actuarial assumptions used by the Pension Plan for a hypothetical lump sum payment. At December 31, 2012, these assumptions included a weighted average discount rate of approximately 4.70% and longevity based on the RP-2000 Combined Mortality Table projected to 2012. The weighted average discount rate is merely an average. The actual rates used are as issued by the IRS and include rates graded by duration; accordingly, the Present Value of Accumulated Benefit (shown above) is sensitive to both the absolute value of the graded rates and the length of time between measurement (December 31, 2012) and each participant’s age 65.

⁽²⁾

As to the Benefit Equivalency Plan:

^(a)

Eligibility Requirements: Any individual or group (class) of employees who are members of senior management and have been deemed to participate by the Board or the Committee.

^(b)

The amount of annual retirement benefit payable according to the normal form of payment chosen is calculated as follows:

3.25% of Final Average Compensation , multiplied by Years of Credited Service prior to January 1, 2007, plus

3.00% of Final Average Compensation multiplied by Years of Credited Service after January 1, 2007 (maximum of 65%), less

Benefit from the FNB Pension Plan, less

50% of Social Security Benefit

^(c)

Compensation included in the above formula includes the total compensation received by the Participant for the prior Plan Year, including bonuses, overtime and commissions and any amount deferred under a qualified 401(k), 403(b) or 125 Plan. Excluded are amounts for other fringe benefits, reimbursements for expenses, automobile allowances, taxable values of employer-paid group term life insurance, and any other special forms of payments.

^(d)

The Benefit Equivalency Plan was frozen in 2008 with the effect that no new participants are eligible to participate in the Plan, no additional service benefits may accrue under the Plan, and benefits already accrued under the Plan continue to be maintained in the Plan in accordance with its terms. Neither Mr. Hamadi, Mr. Barksdale nor Ms. Hager participated in the Plan. Mr. Ridgill and Mr. Budd were participants in the Plan prior to the decision to freeze the Plan. Mr. Ridgill’s benefits in the Plan were vested prior to December 31, 2007. As such, his benefits continue to be payable under the Plan. Mr. Budd’s benefits in the Benefit Equivalency Plan were not vested prior to December 31, 2007, and therefore, he does not have any benefits payable under the Plan.

^(e)

The Present Value is determined in the same manner as under the Pension Plan.

Nonqualified Deferred Compensation

Mr. Ridgill did not elect to defer any portion of his compensation during the year ended December 31, 2012, including any fees earned as a director of the Company and the Bank. Mr. Hamadi, Mr. Barksdale, Mr. Budd and Ms. Hager were not eligible to participate in the Deferred Compensation Plan and did not otherwise elect to defer any portion of their compensation during the fiscal year ended December 31, 2012.

Potential Payments Upon Termination or Change in Control

The disclosure below describes payouts that our named executive officers could receive under a hypothetical change in control scenario. Actual circumstances resulting in the departure of a named executive officer cannot be predicted and may differ from the assumptions used in the information outlined below. In addition, the TARP Rules prohibit us from making any payment to the SEOs and the next five most highly-compensated employees for departure from the Company or the Bank, except for payments for services performed or benefits accrued. As such, the discussion below describes the potential payments and benefits under the Employment Agreements, absent the impact of the TARP Rules.

Each of the Agreements discussed above provide that in the event that the Company terminates their employment Without Cause (as defined in those Employment Agreements), or they terminate their employment for Good Reason (as defined in those Employment Agreements), in any such case at the time of or within one year after a “change of control” (as defined in those Employment Agreements), they shall be entitled to receive the following payments and benefits: (i) the Company shall pay each of them the aggregate of the following amounts: (A) the sum of his or her accrued obligations; (B) the greater of his or her base salary, divided by 365 and multiplied by the number of days remaining in the employment period; or an amount equal to 2.99 times his or her base salary; and (C) the product of his or her aggregate cash bonus for the last completed fiscal year, and a fraction, the numerator of which is the number of days in the current fiscal year through the date of termination, and the denominator of which is 365; (ii) for the number of days remaining in the employment period from and after the change of control termination date, or such longer period as may be provided by the terms of the appropriate plan, program, practice or policy, the Company shall continue benefits to him or her and/or his or her family at least equal to those which would have been provided to them in accordance with applicable benefit plans if his or her employment had not been terminated; provided, however, that if the named executive officer becomes reemployed with another employer and is eligible to receive substantially the same benefits under the other employer’s plans as he or she would receive under the benefit plans, the benefits provided by the Company shall be secondary to those provided under such other plans during such applicable period of eligibility; and (iii) all options previously granted to the named executive officer that are unvested as of the change of control termination date shall be deemed vested, fully exercisable and non-forfeitable as of the change of control termination date (provided, however, that options granted less than six months before the change of control termination date shall not be exercisable until the first day subsequent to the six months following their dates of grant) and all previously granted options that are vested, but unexercised, on the change of control termination date shall remain exercisable, in each case for the period during which they would have been exercisable absent the termination of his or her employment, except as otherwise specifically provided by the Code; and (iv) his or her benefits under all benefit plans that are non-qualified plans shall be 100% vested, regardless of his or her age or years of service, as of the change of control termination date.

In 2012, if a “change in control” event had occurred (absent the restrictions imposed by the TARP Rules), Mr. Ridgill, Mr. Hamadi, Mr. Barksdale, Mr. Budd and Ms. Hager would have been entitled to receive total compensation of approximately $1,364,771, $769,551, $680,973, $680,973, and $680,973, respectively. All amounts are calculated based on each named executive officer’s 2012 base salary as shown in the Summary Compensation Table.

Director Compensation

The following table shows the cash compensation paid by us, as well as certain other compensation paid or accrued for the year, to directors during 2012.

DIRECTOR COMPENSATION TABLE

Name	Fees Earned or Paid in Cash($)		Option Awards($)		Change in Pension Value and Nonqualified Deferred Compensation Earnings($)		All Other Compensation($)⁽⁷⁾		Total($)

Michael S. Albert⁽¹⁾		50,500		—		—		6,000		56,500
J. David Branch⁽¹⁾		28,000		—		—		6,000		34,000
C. Arnold Britt⁽²⁾		29,500		—		—		6,000		35,500
Robert C. Clark⁽³⁾		31,500		—		—		6,000		37,500
Alex A. Diffey, Jr.⁽⁴⁾		27,500		—		—		6,000		33,500
Barry Z. Dodson⁽¹⁾		34,500		—		—		6,000		40,500
Donald P. Johnson⁽⁵⁾		—		—		—		—		—
Joseph H. Kinnarney⁽²⁾		31,000		—		—		6,000		37,000
Robert F. Lowe⁽¹⁾		29,000		—		—		6,000		35,000
Robert V. Perkins⁽¹⁾⁽⁶⁾		24,500		—		—		52,060		76,560
Pressley A. Ridgill⁽¹⁾		23,500		—		—		6,000		29,500
Mary E. Rittling⁽¹⁾		27,500		—		—		6,000		33,500
E. Reid Teague⁽²⁾		29,000		—		—		6,000		35,000
John F. Watts⁽²⁾		37,500		—		—		6,000		43,500
G. Alfred Webster⁽¹⁾		28,000		—		—		6,000		34,000
Kenan C. Wright⁽²⁾		27,500		—		—		6,000		33,500
Julius S. Young, Jr.⁽²⁾		30,000		—		—		6,000		36,000

⁽¹⁾

Amount listed represents fees paid in cash.

⁽²⁾

Amount listed represents amounts deferred as a participant in the Deferred Compensation Plan.

⁽³⁾

Mr. Clark received $15,750 of his fees in cash and deferred $15,750 as a participant in the Deferred Compensation Plan.

⁽⁴⁾

Mr. Diffey received $13,750 of his fees in cash and deferred $13,750 as a participant in the Deferred Compensation Plan.

⁽⁵⁾

Mr. Johnson became a director on December 19, 2012. As such, he received no compensation as a director during the fiscal year ended December 31, 2012.

⁽⁶⁾

Mr. Perkins received lump sum payments of $22,250 and $29,810 from the Deferred Compensation Plan during 2012.

⁽⁷⁾

Represents amounts contributed by the Company to the Deferred Compensation Plan in March of 2013 for the benefit of each director with the requirement that the Trustee of the Deferred Compensation Plan purchase Class A shares on the open market for the benefit of their accounts.

Directors’ Fees and Practices

During 2012, each director (including Mr. Ridgill) received an annual Board retainer fee of $15,000 which was paid in quarterly installments. In addition, each director, other than the Chairman, received $500 for each meeting of the Board attended, paid monthly, and $500 for each attended meeting of a Board committee of which he or she was a member, including meetings of committees of the Bank Board. Mr. Albert, the Chairman, received a fee of $1,000 per Board meeting, and $500 for each attended meeting of a Board committee of which he is not the Chairman. Mr. Ridgill did not receive a fee for any meetings of a Board committee for which he attended. Each Chairman of a Board committee received $1,000 for each attended meeting of such committee. Each director is entitled to participate in the Deferred Compensation Plan.

During 2011, the Compensation Committee awarded, and the Board approved, the payment of a special director fee of $6,000 payable as a contribution by the Company to the Deferred Compensation Plan for the benefit of each director. The Trustee of the Deferred Compensation Plan was required to purchase Class A shares in the open market for the benefit of each director’s Plan account. The approval to award the special director fee was conditioned on the Company’s audited financial performance for the year ended December 31, 2011 meeting or exceeding the Company’s internal profit plan for that period, as such internal profit plan may have been modified in the ordinary course of the Company’s internal planning process. The special fee was contributed by the Company to the Deferred Compensation Plan in March 2012 after a determination that the performance requirement was met. No special director fee was awarded during the fiscal year ended December 31, 2012.

During 2012, there were three former LSB directors serving as director emeritis. These directors emeriti are entitled to receive compensation from the Bank until their death. The total amount of compensation paid to these directors during the fiscal year ended December 31, 2012 was $35,728.

During 2012, there were currently five former FNB directors serving as director emeriti. During 2012, each of these directors emeriti received a payment of $750 for each of the twelve regular monthly meetings of the Board, an aggregate of $9,000 per director.

In addition, during 2012, six former directors of the Company received distributions from the Deferred Compensation Plan of $129,330 in the aggregate.

Equity Compensation Plan Information

The following table sets forth certain information regarding outstanding options and shares for future issuance under equity compensation plans as of December 31, 2012. Individual equity compensation arrangements are aggregated and included within this table. This table excludes any plan, contract or arrangement that provides for the issuance of options, warrants or other rights that are given to our shareholders on a pro rata basis and any employee benefit plan that is intended to meet the qualification requirements of Section 401(a) of the Code.

	Number of Shares to be		Weighted-Average
	Issued Upon Exercise of		Exercise Price of		Number of Shares
	Outstanding Options,		Outstanding Options,		Remaining Available
Plan Category	Warrants and Rights		Warrants and Rights		for Future Issuance
Equity Compensation Plans Approved by Shareholders						961,480
Stock Options		529,825	$	14.55
Restricted Stock Units		229,420		—

Equity Compensation Plans not Approved by Shareholders		—		—		—
Total		759,245	$	9.30		961,480

Shareholder Return Performance Presentation

FIVE-YEAR STOCK PERFORMANCE TABLE

The following graph compares the cumulative total shareholder return on our Class A shares with the S&P 500 Index (U.S.) and the SNL Southeast Bank Index. The graph assumes that $100 was originally invested in Class A shares on December 31, 2007, and that all subsequent dividends were reinvested in additional shares.

NEWBRIDGE BANCORP

Comparison of Cumulative Total Shareholder Return

Years Ended December 31

	2007		2008		2009		2010		2011		2012
NewBridge Bancorp		100		23		22		46		38		45
SNL Southeast Bank Index⁽¹⁾		100		40		41		39		23		38
S&P 500 Index		100		63		80		92		94		109

⁽¹⁾The SNL Southeast Bank Index is comprised of a peer group of 91 bank holding companies headquartered in Alabama, Arkansas, Florida, Georgia, Mississippi, North Carolina, South Carolina, Tennessee, Virginia and West Virginia, whose common stock is traded on the NYSE, NYSE Amex or NASDAQ stock exchanges. The total five year return was calculated for each of the bank holding companies in the peer group taking into consideration changes in stock price, cash dividends, stock dividends and stock splits since December 31, 2007. The individual results were then weighted by the market capitalization of each company relative to the entire peer group. The total return approach and the weighting based upon market capitalization are consistent with the preparation of the S&P 500 total return index.

PROPOSAL 2

APPROVAL OF “SAY-ON-PAY” PROPOSAL

Section 7001 of the American Recovery Reinvestment Act of 2009 (“ARRA”) amended Section 111 of the Emergency Economic Stabilization Act (“EESA”) passed in 2008. EESA is the legislation under which the Company received “TARP” investment funds from the Treasury pursuant to the TARP/CPP. Section 7001 of the ARRA requires that our shareholders be provided an opportunity to cast a separate advisory vote on the compensation paid to our named executive officers, as described in the Compensation Discussion and Analysis and the tabular disclosures regarding named executive officer compensation (together with the accompanying narrative disclosure) contained in this Proxy Statement.

We believe that our executive compensation policies and procedures are strongly aligned with the long-term interests of our shareholders. We also believe that levels of compensation received by our named executive officers are fair, reasonable and within the ranges of compensation paid by comparable financial institutions to similarly situated executives.

This proposal, commonly known as a “Say-on-Pay”, gives you as a shareholder the opportunity to endorse or not endorse our executive compensation programs, policies and procedures through the following advisory (non-binding) resolution:

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

THE BOARD UNANIMOUSLY RECOMMENDS THAT THE SHAREHOLDERSAPPROVE

THE COMPENSATION OF THE COMPANY’S NAMED EXECUTIVE OFFICERS.

Audit Fees Paid to Independent Auditors

The following table represents the approximate fees for professional services rendered by Grant Thornton LLP for the audit of our annual consolidated financial statements and review of our interim consolidated financial statements for the years ended December 31, 2012 and 2011 and fees billed for audit-related services, tax services and all other services rendered for each of such years.

	Year Ended December 31
	2012		2011

Audit Fees	$	334,000	$	287,500

Audit-Related Fees⁽¹⁾	$	25,000	$	25,000

Tax Fees⁽²⁾	$	104,000	$	55,095

All Other Fees⁽³⁾	$	55,095	$	7,720

⁽¹⁾

Represents amounts paid for the audits of our Pension Plan and 401(k) Plan.

⁽²⁾

Represents amounts paid for assistance in the preparation of our various federal, state and local tax returns, assistance with IRS examinations, assistance on the preparation of amended tax returns, Section 382 analysis, opinion related to capital raise and other tax related services.

⁽³⁾

Represents amounts paid for miscellaneous consultations.

All audit related services, tax services and other services giving rise to the fees listed under “Audit-Related Fees”, “Tax Fees” and “All Other Fees” in the table above were pre-approved by the Audit Committee, which concluded that the provision of such services was compatible with the maintenance of that firm’s independence in the conduct of its auditing functions. The charter of the Audit Committee provides for pre-approval of all audit and non-audit services to be provided by our independent auditors. The Charter also authorizes the Audit Committee to delegate to one or more of its members pre-approval authority with respect to permitted services, provided that any such approvals are presented to the Audit Committee at its next scheduled meeting.

Earlier this year the Audit Committee submitted a request for proposals as part of its periodic review of the Company’s independent registered public accounting firm. The Audit Committee has not yet selected an independent registered public accounting firm to provide services to the Company in 2013. Therefore, a proposal to ratify an appointment will not be submitted to the shareholders at the Annual Meeting. Representatives of Grant Thornton LLP are expected to attend the Annual Meeting and will be available to respond to appropriate questions and will have the opportunity to make a statement.

SHAREHOLDER PROPOSALS

It is presently anticipated that the 2014 Annual Meeting of Shareholders will be held in May of 2014. If a shareholder desires to submit a proposal for possible inclusion in the proxy statement and form of proxy for our 2014 Annual Meeting, including a shareholder nominee for director, the proposal must be received by the Secretary of the Company at 1501 Highwoods Boulevard, Suite 400, Greensboro, North Carolina 27410, by December 10, 2013 and meet all other applicable requirements for inclusion in the 2014 proxy statement.

In the alternative, a shareholder may commence his or her own proxy solicitation subject to the SEC’s rules on proxy solicitation and may present a proposal from the floor at the 2014 Annual Meeting. In order to do so, the shareholder must notify the Secretary of the Company, in writing, of his or her proposal at the Company’s main office no later than February 24, 2014. If the Secretary of the Company is not notified of the shareholder’s proposal by February 24, 2014, the Board may vote on the proposal pursuant to the discretionary authority granted by the proxies solicited by the Board for the 2014 Annual Meeting.

OTHER MATTERS

The Board knows of no other matters intended to be presented for consideration at the Annual Meeting. If, however, any other matters properly come before the Annual Meeting, it is the intention of the persons named in the accompanying proxy to vote on such matters in accordance with their best judgment.

A copy of our Annual Report on Form 10-K for the year ended December 31, 2012, as filed with the SEC, excluding certain exhibits, is being delivered to shareholders together with this Proxy Statement.The complete Annual Report on Form 10-K may also be obtained by shareholders without charge by written request addressed to Rebecca Gibson, Assistant Vice President and Assistant Secretary, 1501 Highwoods Boulevard, Suite 400, Greensboro, North Carolina 27410, or may be accessed on the Internet atwww.newbridgebank.com, under the headingInvestor Relations.

April 4, 2013

NewBridge Bancorp

Director
Since

Experience/Special Skills⁽²⁾

Michael S. Albert⁽¹⁾

Mr. Albert has been a partner of Entrepreneurial Resources of NC, LLC since April of 2009. Prior to that time, Mr. Albert served as the Vice President-Marketing and a consultant for Stanley Benefit Services, Inc. from March 2007 to April 2009. He is a graduate of the NC Bank Directors’ College (“Directors’ College”) and has attended courses at the NCCOB Advanced Directors’ College (“Advanced Directors’ College”). Mr. Albert has attended the NCBA Bank Directors’ Assembly (“Directors’ Assembly”). He earned a Bachelor of Science in Business Administration degree from the University of North Carolina at Chapel Hill.

Areas of relevant experience qualifying him for service as a director include, but are not limited to, the following: 18 years of experience serving as a bank director, including, but not limited to serving as Chairman of the Board, Chairman of the Audit Committee and serving as that Committee’s financial expert; ability to analyze complex financial and organizational matters; financial and accounting experience as a certified public accountant with a Big Four accounting firm, including its bank audit practice; experience as a chief executive officer of a major regional transportation company operating in multiple states; and leadership roles in multiple community organizations.

James David Branch

Dr. Branch is an ophthalmologist in private practice. Over the past 35 years, he has been involved in many community activities in North Carolina, including serving as Chairman of the Board of Trustees for Winston-Salem State University, as a trustee at Appalachian State University and as past Chairman of two State University Foundations. Prior to joining the Board in 2006, he served as a director for three community banks and was also a member of the North Carolina Banking Commission. Dr. Branch founded Volt Energy Company, a renewable energy company. Dr. Branch is a graduate of the Directors’ College. He received a Bachelor of Arts degree from Franklin College, and an MD from Howard University.