¨
|
Preliminary Proxy
Statement
|
¨
|
Confidential, for Use of the
Commission Only (as permitted by Rule
14a-6(e)(2))
|
x
|
Definitive Proxy
Statement
|
¨
|
Definitive Additional
Materials
|
¨
|
Soliciting Material Pursuant to
§240.14a-12
|
BRIDGE
BANCORP, INC.
|
(Name
of Registrant as Specified In Its
Charter)
|
|
(Name
of Person(s) Filing Proxy Statement, if other than the
Registrant)
|
x
|
No fee
required.
|
¨
|
Fee computed on table below per
Exchange Act Rules 14a-6(i)(1) and
0-11.
|
1)
|
Title
of each class of securities to which transaction
applies:
|
2)
|
Aggregate
number of securities to which transaction applies:
|
3)
|
Per
unit price or other underlying value of transaction computed pursuant to
Exchange Act Rule 0-11 (set forth the amount on which the filing fee is
calculated and state how it was determined):
|
4)
|
Proposed
maximum aggregate value of transaction:
|
5)
|
Total
fee paid:
|
¨
|
Fee paid previously with
preliminary materials.
|
¨
|
Check box if any part of the fee
is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the
filing for which the offsetting fee was paid previously. Identify the
previous filing by registration statement number, or the Form or Schedule
and the date of its filing.
|
1)
|
Amount
Previously Paid:
|
2)
|
Form,
Schedule or Registration Statement No.:
|
3)
|
Filing
Party:
|
4)
|
Date
Filed:
|
1)
|
The
election of three Directors to the Company’s Board of Directors, to hold
office for a term of three years or until their successors are elected and
qualified;
|
2)
|
The
ratification of the appointment of Crowe Horwath LLP as the Independent
Registered Public Accounting Firm for the Company for the year ending
December 31, 2009; and
|
Name
and Address of Beneficial Owner
|
Number
of Shares Owned and Nature of Beneficial Ownership
|
Percentage
of Outstanding
Shares
(1)
|
|||||
Patrick
E. Malloy
|
394,937(2)
|
|
6.36%
|
|
|||
Bay
Street at the Waterfront
|
|||||||
Sag
Harbor, NY 11963
|
(1)
|
Based
on 6,213,161 shares of Bridge Bancorp, Inc. common stock outstanding as of
March 6, 2009.
|
(2)
|
This
information is based on a Schedule 13DA filed with the Securities and
Exchange Commission on June 18,
2008.
|
Name and Age
|
Position Held
|
Director
of the Company Since
|
Shares of Common Stock of the
Company Beneficially Owned (1)
|
Percent
|
|||||||||||
Nominees
for Director
|
|||||||||||||||
Class
A(term
expiring in 2012)
|
|||||||||||||||
Dennis A. Suskind
Age
66
|
Director,
Vice Chairperson of the Board
|
2002
|
98,844(2)
|
1.6
|
|||||||||||
|
|||||||||||||||
R.
Timothy Maran (9)
Age
67
|
Director
|
1989
|
65,338(3)
|
1.1
|
|||||||||||
Albert
E. McCoy, Jr.
Age
45
|
Director
|
2008
|
28,043
|
*
|
|||||||||||
Directors
Continuing in Office
|
|||||||||||||||
Class B (term expiring in
2010)
|
|||||||||||||||
Marcia Z. Hefter
Age
65
|
Director,
Chairperson of the Board
|
1989
|
61,152(3)
|
1.0
|
|||||||||||
Emanuel
Arturi
Age
63
|
Director
|
2008
|
10,032
|
*
|
|||||||||||
Thomas
E. Halsey
Age
69
|
Director
|
1989
|
65,509(3)
|
1.1
|
|||||||||||
Howard
H. Nolan
Age
48
|
Senior
Executive Vice President and Chief Administrative & Financial
Officer, Treasurer and Corporate Secretary, Director
|
2003
|
22,890(4)
|
*
|
|||||||||||
Class C (term expiring in
2011)
|
|||||||||||||||
Charles
I. Massoud
Age
64
|
Director
|
2002
|
6,805(5)
|
*
|
|||||||||||
Kevin
M. O’Connor
Age
46
|
President
and Chief Executive Officer, Director
|
2007
|
38,555(6)
|
*
|
|||||||||||
Thomas
J. Tobin
Age
64
|
President
Emeritus and Special Advisor to the Board, Director
|
1989
|
80,171(7)
|
1.3
|
|||||||||||
All
Directors, Director nominees and Executive Officers as a Group (11
persons)
|
497,928(8)
|
|
8.0%
|
*
|
Represents
less than 1%
|
(1)
|
Includes
shares as to which a person (or his or her spouse) directly or indirectly
has or shares voting power and/or investment power (which includes the
power to dispose) and all shares which the person has a right to acquire
within 60 days of the reporting
date.
|
(2)
|
Includes
options to purchase 975 shares. Of the shares reported, 55,200
are pledged as collateral for
borrowings.
|
(3)
|
Includes
options to purchase 1,575
shares.
|
(4)
|
Includes
options to purchase 3,573 shares and 14,284 shares of restricted stock
subject to future vesting but as to which voting may currently be
directed.
|
(5)
|
Includes
options to purchase 975 shares.
|
(6)
|
Includes
21,371 shares of restricted stock subject to future vesting but as to
which voting may currently be
directed.
|
(7)
|
Includes
options to purchase 18,948 shares and 1,200 shares of restricted stock
subject to future vesting but as to which voting may currently be
directed.
|
(8)
|
Includes
options to purchase 32,534 shares granted to the named Directors and
Executive Officers and 48,615 shares of restricted stock subject to future
vesting but as to which voting may currently be
directed.
|
(9)
|
Director
Maran’s term will end in April 2011 as he will reach the mandatory
retirement age of 70.
|
|
·
|
Has
the highest personal and professional ethics and integrity and whose
values are compatible with the Company’s;
|
|
·
|
Has
had experiences and achievements that have given him or her the ability to
exercise and develop good business judgment;
|
|
·
|
Is
willing to devote the necessary time to the work of the Board and its
Committees, which includes being available for Board and Committee
meetings;
|
|
·
|
Is
familiar with the communities in which the Company operates and/or is
actively engaged in community activities;
|
|
·
|
Is
involved in other activities or interests that do not create a conflict
with their responsibilities to the Company and its shareholders;
and
|
|
·
|
Has
the capacity and desire to represent the balanced, best interests of the
shareholders of the Company as a group, and not primarily a special
interest group or constituency.
|
|
·
|
The
name and address of the shareholder as they appear on the Company’s books,
and number of shares of Common Stock that are owned beneficially by such
shareholder (if the shareholder is not a holder of record, appropriate
evidence of the shareholder’s ownership will be
required);
|
|
·
|
The
name, address and contact information for the candidate, and the number of
shares of Common Stock that are owned by the candidate (if the
candidate is not a holder of record, appropriate evidence of the
shareholder’s ownership should be provided);
|
|
·
|
A
statement of the candidate’s business and educational
experience;
|
|
·
|
Such
other information regarding the candidate as would be required to be
included in the proxy statement pursuant to SEC Regulation
14A;
|
|
·
|
A
statement detailing any relationship between the candidate and the
Company;
|
|
·
|
A
statement detailing any relationship between the candidate and any
customer, supplier or competitor of the Company;
|
|
·
|
Detailed
information about any relationship or understanding between the proposing
shareholder and the candidate; and
|
|
·
|
A
statement that the candidate is willing to be considered and willing to
serve as a Director if nominated and
elected.
|
|
·
|
Forward
the communication to the Director or Directors to whom it is
addressed;
|
|
·
|
Attempt
to handle the inquiry directly, for example where it is a request for
information about the Company or it is a stock-related matter;
or
|
|
·
|
Not
forward the communication if it is primarily commercial in nature, relates
to an improper or irrelevant topic, or is unduly hostile, threatening,
illegal or otherwise inappropriate.
|
Audit
Committee
|
Compensation
Committee
|
Corporate
Governance and Nominating
Committee
|
Thomas
E. Halsey *
|
R.
Timothy Maran *
|
Dennis
A. Suskind*
|
Charles
I. Massoud
|
Emanuel
Arturi
|
Charles
I. Massoud
|
Albert
E. McCoy, Jr.
|
Thomas
E. Halsey
|
|
Dennis
A. Suskind
|
Marcia
Z. Hefter
|
|
*Committee
Chairperson
|
|
·
|
Retaining,
overseeing and evaluating the Independent Registered Public Accounting
Firm to audit the annual consolidated financial statements of the
Company;
|
|
·
|
Overseeing
the Company’s financial reporting processes in consultation with the
Independent Registered Public Accounting Firm and the director of internal
audit;
|
|
·
|
Reviewing
the annual audited consolidated financial statements, quarterly financial
statements and the Independent Registered Public Accounting Firm’s report
with management and the Independent Registered Public Accounting Firm and
recommending inclusion of the annual audited consolidated financial
statements in the Company’s annual report on Form 10-K;
|
|
·
|
Maintaining
direct lines of communication with the Board of Directors, Company
management, internal audit staff and the Independent Registered Public
Accounting Firm;
|
|
·
|
Overseeing
the internal audit staff and reviewing management’s administration of the
system of internal accounting controls;
|
|
·
|
Approving
all engagements for audit and non-audit services by the Independent
Registered Public Accounting Firm; and
|
|
·
|
Reviewing
the adequacy of the Audit Committee
charter.
|
|
·
|
Reviewed
and discussed with management, and the Independent Registered Public
Accounting Firm, the Company’s audited consolidated financial statements
for the fiscal year ended December 31, 2008;
|
|
·
|
Discussed
with the Independent Registered Public Accounting Firm the matters
required to be discussed by Statement on Auditing Standards No. 61, Communications with Audit
Committees, as amended; and
|
|
·
|
Received
the written disclosures and the letter from the Independent Registered
Public Accounting Firm required by Independence Standards Board Standard
No. 1, Independence
Discussions with Audit Committees, and has discussed with the
Independent Registered Public Accounting Firm their independence from the
Company.
|
Thomas E. Halsey,
Chairperson
|
|
Charles I. Massoud
|
|
Albert E. McCoy,
Jr.
|
|
Dennis A. Suskind
|
|
·
|
Establish,
review, and modify from time to time as appropriate the overall
compensation philosophy of the Company;
|
|
·
|
Review,
evaluate and recommend Company objectives relevant to the CEO’s
compensation; evaluate CEO performance relative to established goals; and
review, evaluate and recommend to the full Board of Directors, the CEO’s
compensation;
|
|
·
|
Review,
evaluate and recommend goals relevant to the compensation of the Company’s
other management personnel; and review such officers’ performance in light
of these goals and determine (or recommend to the full Board of Directors
for determination) such officers’ cash and equity compensation based on
this evaluation;
|
|
·
|
Review,
evaluate and recommend succession planning and management development for
executive officers, including the CEO;
|
|
·
|
Review,
evaluate and recommend, in consultation with the corporate governance
committee, the compensation to be paid to directors of the Company and of
affiliates of the Company for their service on the Board;
and
|
|
·
|
Administer
any stock benefit plans adopted by the
Company.
|
|
·
|
Aligning
shareholder value with compensation;
|
|
·
|
Providing
a direct and transparent link between the performance of the Bank and pay
for the NEOs;
|
|
·
|
Aligning
the interests of the Bank’s senior executive officers with that of the
shareholders through performance-based incentive plans;
|
|
·
|
Making
wise use of the Bank’s equity resources to ensure compatibility between
management and shareholder interests; and
|
|
·
|
Awarding
total compensation that is both reasonable and effective in attracting,
motivating, and retaining key
executives.
|
|
·
|
Pay
base salaries to the Company’s senior executives at a level consistent
with the Company’s performance related to the Company’s selected peer
group (the market);
|
|
·
|
Provide total cash compensation
(salary and cash incentive compensation) to the Company’s senior
executives at a level consistent with performance related to
market;
|
|
·
|
Provide
total direct compensation (the sum of salary, cash incentives, and equity
incentives) at a level consistent with performance related to market based
on planned and cumulative performance; and
|
|
·
|
Align
senior management’s interest with that of shareholders through increasing
equity compensation relative to total incentive
compensation.
|
|
·
|
ROA
|
|
·
|
ROE
|
|
·
|
Net
Interest Margin
|
|
·
|
Efficiency
Ratio
|
|
·
|
Core
EPS Growth
|
|
·
|
Total
Three Year Return.
|
Compensation
Peer Group
|
CEO
|
CAO
|
CLO
|
|
Beverly
National Corporation
|
ü
|
ü
|
ü
|
|
Brooklyn
Federal Bancorp, Inc.
|
ü
|
ü
|
ü
|
|
Calvin
B. Taylor Bankshares, Inc.
|
ü
|
ü
|
||
Carver
Bancorp, Inc.
|
ü
|
ü
|
ü
|
|
Central
Valley Community Bancorp
|
ü
|
ü
|
ü
|
|
Eagle
Bancorp, Inc.
|
ü
|
ü
|
ü
|
|
1st
Constitution Bancorp
|
ü
|
ü
|
||
First
of Long Island Corporation
|
ü
|
ü
|
ü
|
|
Jeffersonville
Bancorp
|
ü
|
ü
|
ü
|
|
Severn
Bancorp Inc.*
|
ü
|
ü
|
||
Pamrapo
Bancorp, Inc.
|
ü
|
ü
|
||
Patriot
National Bancorp, Inc.
|
ü
|
ü
|
ü
|
|
Peapack-Gladstone
Financial Corporation
|
ü
|
ü
|
ü
|
|
Shore
Bancshares Inc.
|
ü
|
ü
|
||
Smithtown
Bancorp, Inc.
|
ü
|
ü
|
ü
|
|
State
Bancorp, Inc.
|
ü
|
ü
|
ü
|
|
Suffolk
Bancorp
|
ü
|
ü
|
ü
|
|
Temecula
Valley Bancorp Inc.
|
ü
|
ü
|
ü
|
|
VSB
Bancorp Inc.
|
ü
|
ü
|
|
·
|
Base
salary
|
|
·
|
Short
term incentive program
|
|
·
|
Long
term equity incentive compensation
|
|
·
|
Retirement
and other benefits
|
|
·
|
Perquisites
and other personal benefits.
|
|
·
|
2009 Peer
Group. The Committee and Board working with the
compensation consultant, Amalfi Consulting, has established a new Peer
group for 2009 based on similar performance criteria used to determine the
2008 Peer group.
|
|
·
|
Base
Salaries. Messrs. O’Connor, Tobin, Nolan and Santacroce
proposed and the Committee agreed that the NEOs initially would not
receive an increase in base salary for 2009, subject to the Company’s
performance in 2009. Although the Committee accepted the NEOs
proposal as appropriate, it reserved the right to increase base salaries
in 2009 as business conditions evolve. Therefore, the 2009
annual salary for Messrs. O’Connor, Tobin, Nolan and Santacroce will
remain at $300,000, $320,000, $230,000 and $180,000,
respectively.
|
|
·
|
Short Term Incentive
Plan. The Committee strives to provide an appropriate
mix of different compensation elements, including finding a balance
between current versus long-term compensation and cash and equity
incentive compensation. Cash payments primarily reward more
recent performance and equity awards encourage the NEOs to continue to
deliver results over a longer period of time and serve as a retention
tool. In order to further assure that the Company’s
compensation programs do not encourage undue and unnecessary risks and
promote a long-term outlook among the NEOs, the Committee and Board have
determined that the amount earned under the Short-Term Incentive Plan for
2009 will be paid to the NEOs, partially (50%) in cash and partially (50%)
in restricted stock awards, except for Mr. Tobin who will be eligible for
a discretionary cash award. The component of the award paid in the form of
a restricted stock award will be converted at a rate of 125% of the cash
amount that would otherwise have been paid. Each restricted
stock award will vest over five years, with one third vesting in each of
years 3, 4 and 5.
|
|
·
|
Clawback
Policy. In February 2009, the Committee adopted a
clawback policy to potentially recover certain incentive payments paid to
the Company’s NEOs if (1) the payments or awards were based on materially
inaccurate financial statements or any other materially inaccurate
performance metric criteria, and (2) the amount of the incentive
compensation, as calculated under the restated financial results, is less
than the amount actually paid or awarded under the original financial
results.
|
THE
COMPENSATION COMMITTEE
|
|
R.Timothy
Maran, Chairperson
|
|
Emanuel
Arturi
|
|
Thomas
E. Halsey
|
|
Marcia
Z. Hefter
|
(a)
|
(b)
|
(c)
|
(d)
|
(e)
|
(f)
|
(g)
|
(h)
|
(i)
|
(j)
|
||||||||||||||||||||||
Name
and
Principal
Position
|
Year
|
Salary
(1)
|
Bonus
|
Stock
Awards (2)
|
Option
Awards
(3)
|
Non-Equity
Incentive
Plan
Compensation
(4)
|
Change
in Pension Value and Nonqualified Deferred Compensation Earnings (5)
|
All
Other
Compensation
(6)
|
Total
|
||||||||||||||||||||||
Kevin
M. O’Connor
|
2008
|
|
|
$300,000
|
N/A
|
|
$34,052
|
-
|
|
$60,825(8)
|
|
$4,045
|
|
$29,201
|
|
$428,123
|
|||||||||||||||
President
& Chief
|
|
||||||||||||||||||||||||||||||
Executive
Officer
|
2007
|
|
$57,692(7)
|
N/A
|
|
$6,125
|
-
|
|
$33,128(9)
|
-
|
|
$4,691
|
|
$101,636
|
|||||||||||||||||
Thomas
J. Tobin
|
2008
|
|
$320,000
|
|
$50,000
|
|
$28,840
|
|
$5,692
|
-
|
|
$439,093
|
|
$19,547
|
|
$863,172
|
|||||||||||||||
President
Emeritus and
|
2007
|
|
$317,739
|
N/A
|
|
$18,922
|
|
$5,692
|
|
$256,742
|
|
$137,972
|
|
$26,643
|
|
$763,710
|
|||||||||||||||
Special
Advisor to the Board
|
2006
|
|
$309,231
|
N/A
|
|
$12,741
|
|
$5,214
|
|
$105,111
|
|
$203,518
|
|
$37,283
|
|
$673,098
|
|||||||||||||||
|
|||||||||||||||||||||||||||||||
Howard
H. Nolan
|
2008
|
|
$230,000
|
N/A
|
|
$53,024
|
|
$4,646
|
|
$72,550(11)
|
|
$32,479
|
|
$32,850
|
|
$425,549
|
|||||||||||||||
Senior
Executive
|
|
||||||||||||||||||||||||||||||
Vice
President Chief
|
2007
|
|
$215,280
|
N/A
|
|
$22,281
|
|
$4,646
|
|
$113,379(12)
|
|
$2,328
|
|
$25,875
|
|
$383,789
|
|||||||||||||||
Administrative
&
|
|
|
|||||||||||||||||||||||||||||
Financial
Officer
|
2006
|
|
$96,154(10)
|
N/A
|
|
$1,346
|
|
$5,127
|
|
$26,317
|
-
|
|
$16,472
|
|
$145,416
|
||||||||||||||||
|
|||||||||||||||||||||||||||||||
Kevin
L. Santacroce
|
2008(13)
|
|
$180,000
|
N/A
|
|
$45,697
|
|
$3,484
|
|
$45,550(14)
|
|
$25,124
|
|
$16,929
|
|
$316,784
|
|||||||||||||||
Senior
Vice
|
|||||||||||||||||||||||||||||||
President
&
|
|||||||||||||||||||||||||||||||
Chief
Lending Officer
|
(1)
|
Includes
salary deferred at the election of the NEOs (such as deferred salary under
the Company’s 401(k) Plan).
|
(2)
|
Represents
the dollar amount recognized for financial statement reporting purposes
for the fiscal years ended December 31, 2008, 2007 and 2006, respectively
in accordance with SFAS 123(R) for restricted stock awards granted
pursuant to the stock-based incentive plans and thus may include amounts
from awards granted in and prior to 2006. Assumptions used in
the calculation of these amounts are included in footnote 9 to the
Company’s audited financial statements for the fiscal year ended December
31, 2008, included in the Company’s Annual Report on Form 10-K filed with
the Securities and Exchange
Commission.
|
(3)
|
Represents
the dollar amount recognized for financial statement reporting purposes
for the fiscal years ended December 31, 2008, 2007 and 2006, respectively
in accordance with SFAS 123(R) for stock options granted pursuant to the
2006 Stock-Based Incentive Plan and includes amounts from options granted
in 2006. Assumptions used in the calculation of these amounts
are included in footnote 9 to the Company’s audited financial statements
for the fiscal year ended December 31, 2008, included in the Company’s
Annual Report on Form 10-K filed with the Securities and Exchange
Commission.
|
(4)
|
The
amounts represent cash awards to the NEOs under the short term incentive
plan.
|
(5)
|
Based
on the same assumptions used for financial reporting purposes under
generally accepted accounting principles for 2008, 2007 and 2006,
respectively. Reflects change in present value of accumulated
benefits under the Pension and SERP for each NEO except Mr. Santacroce,
which reflects change in Pension Value
only.
|
(6)
|
Listed
amounts for 2008 include 401(k) Plan contributions by the Company on
behalf of the Named Executive Officers O’Connor, Tobin, Nolan and
Santacroce of $6,156, $6,900, $6,900 and $6,395, respectively; director’s
fees in the amount of $7,000 for Mr. O’Connor, Mr. Tobin and Mr. Nolan,
respectively; dividends paid on unvested restricted stock in the amount of
$6,098, $2,076, $7,766 and $6,949 for Mr. O’Connor, Mr. Tobin, Mr. Nolan,
Mr. Santacroce, respectively; the cost attributable to personal use of
company provided automobiles of $9,947, $3,264, $11,184 and $3,585 for Mr.
O’Connor, Mr. Tobin, Mr. Nolan, and Mr. Santacroce, respectively; and
meals reimbursed by the Company of $307 for Mr.
Tobin.
|
|
Listed
amounts for 2007 include 401(k) Plan contributions by the Company on
behalf of the Named Executive Officers Tobin and Nolan of $6,750, and
$5,904; director’s fees in the amount of $8,500 for both Mr. Tobin and Mr.
Nolan and $1,500 for Mr. O’Connor, respectively; dividends paid on
unvested restricted stock in the amount of $2,537, $2,376, and $1,150 for
Mr. Tobin, Mr. Nolan, and Mr. O’Connor, respectively; the cost
attributable to personal use of company provided automobiles of $8,801,
$9,094, and $2,042 for Mr. Tobin, Mr. Nolan, and Mr. O’Connor,
respectively; and meals reimbursed by the Company of $55 for Mr.
Tobin.
|
(7)
|
Mr.
O’Connor’s employment with the Company began on October 9, 2007. His base
salary for 2007 was $300,000.
|
(8)
|
Excludes
$182,445 earned under the non-equity incentive plan which was converted
into 12,000 shares of restricted stock having a market value of $228,000.
These restricted shares were granted on January 12, 2009 and vest over
five years, one third vesting in each of years 3, 4 and
5.
|
(9)
|
Excludes
$8,282 earned under the non-equity incentive plan which was converted into
471 shares of restricted stock having a market value of $10,362. These
restricted shares were granted on January 29, 2008 and vest over five
years, one third vesting in each of years 3, 4 and
5.
|
(10)
|
Mr.
Nolan’s employment with the Company began on June 26, 2006. Prior to June
26, 2006, Mr. Nolan served as an outside Director and received Directors
fees for that service. Mr. Nolan’s base salary for 2006 was
$200,000.
|
(11)
|
Excludes
$72,550 earned under the non-equity incentive plan which was converted
into 4,773 shares of restricted stock having a market value of $90,687.
These restricted shares were granted on January 12, 2009 and vest over
five years, one third vesting in each of years 3, 4 and
5.
|
(12)
|
Excludes
$28,345 earned under the non-equity incentive plan which was converted
into 1,611 shares of restricted stock having a market value of $35,442.
These restricted shares were granted on January 29, 2008 and vest over
five years, one third vesting in each of years 3, 4 and
5.
|
(13)
|
Mr.
Santacroce first served as an “executive officer” for SEC reporting
purposes in 2008. Accordingly, compensation information is not
provided for prior years.
|
(14)
|
Excludes
$45,550 earned under the non-equity incentive plan which was converted
into 2,997 shares of restricted stock having a market value of $56,943.
These restricted shares were granted on January 12, 2009 and vest over
five years, one third vesting in each of years 3, 4 and
5.
|
|
·
|
If
the termination of employment occurred prior to January 1, 2008, a cash
lump sum payment equal to the base salary he would have earned through
December 31, 2008 and the continuation of insurance coverage for that
period;
|
|
·
|
If
the termination occurred on or after January 1, 2008 but prior to January
1, 2009, a cash lump sum payment equal to one half of his base salary and
the continuation of insurance coverage for six months;
and
|
|
·
|
If
the termination occurs on or after January 1, 2009, a cash lump sum
payment equal to twenty-four months base salary and the continuation of
insurance coverage for twenty-four
months.
|
|
·
|
Three
times his taxable income for the calendar year preceding the change in
control;
|
|
·
|
Insurance
coverage for three years following a termination of employment;
and
|
|
·
|
Reimbursement
for any excise taxes due on such payments and for the taxes due on such
reimbursement.
|
|
·
|
If
the termination of employment occurred prior to December 26, 2007, a cash
lump sum payment equal to the greater of (a) the base salary he would have
earned if he continued working through December 26, 2007 or, (b) one-half
of his base salary and the continuation of insurance coverage for that
period; or
|
|
·
|
If
the termination occurs on or after December 27, 2007, a cash lump sum
payment equal to the greater of (a) the base salary that he would have
earned if he continued working for the remainder of the term of the
employment period, or (b) one half of his base salary and the continuation
of insurance coverage for that
period.
|
|
·
|
2.99
times his taxable income for the five calendar years preceding the change
in control; however, years commencing before 2006 shall be excluded;
and
|
|
·
|
Insurance
coverage for three years following a termination of
employment.
|
|
·
|
3
times his annual compensation for the calendar year preceding the year of
the change in control; and
|
|
·
|
Insurance
coverage for three years.
|
(a)
|
(b)
|
(c)
|
(d)
|
(e)
|
(f)
|
(g)
|
(h)
|
(i)
|
(j)
|
|||||||||||||||
Estimated Future Payouts Under
Non-Equity Incentive Plan Awards (1)
|
||||||||||||||||||||||||
Name
|
Grant
Date
|
Threshold
($)
|
Target
($)
|
Maximum
($)
|
All other stock
awards: number of shares or units (#) (2)
|
All
other option awards: Number of securities underlying options
(#)
|
Exercise
or base price of option awards
|
Grant
date fair value of stock options
|
Grant date fair value of stock
awards (3)
|
|||||||||||||||
01/22/08
|
|
$67,500
|
|
$135,000
|
|
$270,000
|
2,171
|
|
$22.00
|
|
$47,762
|
|||||||||||||
K.
O’Connor
|
01/29/08
|
2,200
|
|
$19.53
|
|
$42,966
|
||||||||||||||||||
12/22/08
|
||||||||||||||||||||||||
T.
Tobin
|
01/29/08
|
1,200
|
|
$22.00
|
|
$26,400
|
||||||||||||||||||
01/22/08
|
|
$40,250
|
|
$80,500
|
|
$161,000
|
|
|||||||||||||||||
H.
Nolan
|
01/29/08
|
2,811
|
|
$22.00
|
|
$61,842
|
||||||||||||||||||
12/22/08
|
1,700
|
|
$19.53
|
|
$33,201
|
|||||||||||||||||||
|
||||||||||||||||||||||||
01/22/08
|
|
$22,500
|
|
$45,000
|
|
$90,000
|
||||||||||||||||||
K.
Santacroce
|
01/29/08
|
2,063
|
|
$22.00
|
|
$45,86
|
||||||||||||||||||
12/22/08
|
1,700
|
|
$19.53
|
|
$33,201
|
(1)
|
Amounts
shown in column (c) reflect the minimum payout level under the Company’s
Short-Term Incentive Plan which is 50% of the target amount shown in
column (d). The amount shown in column (e) is 200% of such
target amount. These amounts are based on the individual’s 2008
salary and position.
|
(2)
|
The
amounts shown in column (f) reflect the number of shares of restricted
stock granted to the NEO pursuant to the Company’s 2006 Stock-Based
Incentive Plan.
|
(3)
|
The
amounts included in column (j) reflect the full grant date fair value of
the awards calculated in accordance with SFAS 123(R). See
footnote 9 to the Company’s audited financial statements for fiscal year
ended December 31, 2008, included in the Company’s Annual Report on Form
10-K.
|
(a)
|
(b)
|
(c)
|
(d)
|
(e)
|
(f)
|
(g)
|
||||||||||||||||||
Option
Awards
|
Stock
Awards
|
|||||||||||||||||||||||
Name
|
Number
of securities underlying unexercised options exercisable
|
Number
of securities underlying unexercised options unexercisable (1)
|
Option
Exercise price ($)
|
Option
Expiration Date
|
Number
of shares or units of stock that have not vested
|
Market Value of shares or units
of stock that have not vested (2)($)
|
||||||||||||||||||
K.
O’Connor
|
-
|
-
|
-
|
5,000(3)
|
$92,500
|
|||||||||||||||||||
2,171(4)
|
$40,164
|
|||||||||||||||||||||||
2,200(5)
|
$40,700
|
|||||||||||||||||||||||
T.
Tobin
|
6,000
|
-
|
12.5333
|
1/16/2012
|
1,200(5)
|
$22,200
|
||||||||||||||||||
6,000
|
-
|
15.4667
|
1/15/2013
|
|||||||||||||||||||||
3,000
|
-
|
24.0000
|
1/21/2014
|
|||||||||||||||||||||
750
|
-
|
30.6000
|
1/21/2015
|
|||||||||||||||||||||
3,198
|
2,136
|
25.2500
|
11/27/2016
|
|||||||||||||||||||||
H.
Nolan
|
300
|
-
|
24.0000
|
1/21/2014
|
5,000(3)
|
$92,500
|
||||||||||||||||||
75
|
-
|
30.6000
|
1/21/2015
|
2,811(4)
|
$52,004
|
|||||||||||||||||||
3,198
|
2,135
|
25.2500
|
11/27/2016
|
1,700(5)
|
$31,450
|
|||||||||||||||||||
|
||||||||||||||||||||||||
K.
Santacroce
|
750
|
-
|
24.0000
|
1/21/2014
|
5,000(3)
|
$92,500
|
||||||||||||||||||
188
|
-
|
30.6000
|
1/21/2015
|
2,063(4)
|
$38,166
|
|||||||||||||||||||
2,400
|
1,600
|
25.2500
|
11/27/2016
|
1,700(5)
|
$31,450
|
(1)
|
The
remaining unvested stock options vest ratably over two years beginning
December 31, 2009.
|
(2)
|
Amounts
based on closing price of our Common Stock as of December 31, 2008
($18.50), as reported on the
NASDAQ®.
|
(3)
|
Restricted
stock vests over five years; one third on October 9, 2010, one third on
October 9, 2011 and one third on October 9,
2012
|
(4)
|
Restricted
stock vests over five years; one third on January 29, 2011, one third on
January 29, 2012 and one third on January 29,
2013
|
(5)
|
Restricted
stock vests over five years; one third on December 22, 2011, one third on
December 22, 2012 and one third on December 22,
2013.
|
(a)
|
(b)
|
(c)
|
(d)
|
(e)
|
||||||||||||
Option
Awards
|
Stock
Awards
|
|||||||||||||||
Name
|
Number
of Shares acquired on exercise
|
Value
realized on exercise
|
Number
of Shares acquired on vesting
|
Value
Realized on vesting
|
||||||||||||
T.
Tobin
|
1,626
|
$49,159
|
1,424
|
$26,614
|
||||||||||||
K.
O’Connor
|
-
|
-
|
-
|
-
|
||||||||||||
H.
Nolan
|
-
|
-
|
1,333
|
$24,661
|
||||||||||||
K.
Santacroce
|
-
|
-
|
1,023
|
$18,995
|
(a)
|
(b)
|
(c)
|
(d)
|
(e)
|
||||||||||||
Name
|
Plan
Name
|
Number
of years credited service
|
Present
value of accumulated benefit
|
Payments
during Last Fiscal Year
|
||||||||||||
K.
O’Connor
|
New
York State Bankers Retirement Plan
|
<
1 year
|
$1,914
|
-
|
||||||||||||
K.
O’Connor
|
Supplemental
Executive Retirement Plan
|
<
1 year
|
$2,131
|
-
|
||||||||||||
T.
Tobin
|
New
York State Bankers Retirement Plan
|
23.4167
|
$710,329
|
-
|
||||||||||||
T.
Tobin
|
Supplemental
Executive Retirement Plan
|
23.4167
|
$1,319,508
|
-
|
||||||||||||
H.
Nolan
|
New
York State Bankers Retirement Plan
|
1.5000
|
$19,012
|
-
|
||||||||||||
H.
Nolan
|
Supplemental
Executive Retirement Plan
|
1.5000
|
$15,795
|
-
|
||||||||||||
K.
Santacroce
|
New
York State Bankers Retirement Plan
|
11.2500
|
$70,151
|
-
|
(a)
|
(b)
|
(c)
|
(d)
|
(e)
|
(f)
|
||||||||||||||||
Name
|
Executive
Contributions in Last Fiscal Year
|
Registrant
Contributions in Last Fiscal Year
|
Aggregate
Earnings in Last Fiscal Year
|
Aggregate
Withdrawals/ Distributions
|
Aggregate
Balance at Last Fiscal Year End
|
||||||||||||||||
K.
O’Connor
|
-
|
|
$3,921
|
|
$(1,437)
|
-
|
|
$2,484
|
|||||||||||||
T.
Tobin
|
-
|
|
$13,159
|
|
$(33,328)
|
-
|
|
$60,565
|
|||||||||||||
|
|||||||||||||||||||||
H.
Nolan
|
-
|
|
$4,969
|
|
$(2,482)
|
-
|
|
$3,502
|
Name
|
Involuntary
Termination
|
Involuntary
Termination after Change in Control
|
Disability
|
Death
|
|||||||||||||
K.
O’Connor
|
|||||||||||||||||
2006
Stock Based Incentive Plan
|
-
|
|
$173,364(1)
|
|
$173,364(1)
|
|
$173,364(1)
|
||||||||||
Employment
Agreement
|
|
$156,686(2)
|
|
$1,461,048(3)
|
|
$626,742(4)
|
-
|
||||||||||
T.
Tobin
|
|||||||||||||||||
2006
Stock Based Incentive Plan
|
-
|
|
$22,200(5)
|
|
$22,200(5)
|
|
$22,200(5)
|
||||||||||
Employment
Agreement
|
|
$436,293(6)
|
|
$436,293
|
|
$436,293(7)
|
-
|
||||||||||
H.
Nolan
|
|
||||||||||||||||
2006
Stock Based Incentive Plan
|
-
|
|
$175,954(8)
|
|
$175,954(8)
|
|
$175,954(8)
|
||||||||||
Employment
Agreement
|
|
$610,038(9)
|
|
$640,502(10)
|
|
$488,030(11)
|
-
|
||||||||||
K.
Santacroce
|
|||||||||||||||||
2006
Stock Based Incentive Plan
|
-
|
|
$162,116(12)
|
|
$162,116(12)
|
|
$162,116(12)
|
||||||||||
Change
in Control Agreement
|
|
$483,293(13)
|
(1)
|
This
amount represents 9,371 unvested restricted stock awards that were granted
to Mr. O’Connor. Unvested awards fully vest upon death,
disability, a change in control of the Bank or Company, and retirement
following the attainment of age 65. As of December 31, 2008,
Mr. O’Connor was 46 years of age, and not eligible for
retirement. The shares were valued at $18.50 per share on
December 31, 2008.
|
(2)
|
This
amount represents the sum of (i) one-half of Mr. O’Connor’s 2008 base
salary of $300,000, and (ii) Bank contributions to continued health and
medical coverage for 6 months. Effective January 1, 2009, Mr.
O’Connor is entitled to a cash lump sum payment equal to twenty-four
months base salary and the continuation of insurance coverage for
twenty-four months upon an involuntary termination. Amounts payable by the
Bank on an event of termination or a voluntary resignation following a
change in control of the Bank are subject to a one year non-compete
restriction and his agreement not to disclose any confidential
information.
|
(3)
|
In
the event of a change in control, Mr. O’Connor is entitled to receive a
lump sum payment equal to three times his annual compensation for the year
immediately preceding the year of the change in control. The
amount includes the value of continued health care coverage for a period
of 36 months, and an excise tax indemnification payment of approximately
$338,313.
|
(4)
|
In
the event of his disability, Mr. O’Connor will receive his after-tax base
salary and continued health and medical coverage for 2 years, less amounts
payable under any disability programs. This amount represents
the total payments and benefits that Mr. O’Connor would receive for such
2-year period, without reduction for taxes or amounts payable under any
disability programs.
|
(5)
|
This
amount represents 1,200 unvested restricted stock awards that were granted
to Mr. Tobin. Unvested awards fully vest upon death,
disability, a change in control of the Bank or Company, and retirement
following the attainment of age 65. As of December 31, 2008,
Mr. Tobin was 64 years of age, and not eligible for
retirement. The shares were valued at $18.50 per share on
December 31, 2008. Amount excludes the value of all unvested
stock options.
|
(6)
|
This
amount represents the sum of (i) Mr. Tobin’s 2008 monthly base salary of
$26,667 for a period of 14 months, and (ii) monthly Bank contributions to
continued health and medical coverage for a period of 14 months, each of
which are payable upon Mr. Tobin’s involuntary termination of employment
through the end of the term of Mr. Tobin’s employment agreement in March
2010. Amounts payable by the Bank on an event of termination or
a voluntary resignation following a change in control of the Bank are
subject to a two year non-compete restriction and his agreement not to
disclose any confidential
information.
|
(7)
|
In
the event of his disability, Mr. Tobin will receive his base salary for 14
months, less amounts payable under any disability programs, and continued
health and medical coverage for 14 months. This amount
represents the total payments and benefits that Mr. Tobin would receive
for such 14 month period, without reduction for amounts payable under any
disability programs.
|
(8)
|
This
amount represents 9,511 unvested restricted stock awards that were granted
to Mr. Nolan. Unvested awards fully vest upon death,
disability, a change in control of the Bank or Company, and retirement
following the attainment of age 65. As of December 31, 2008,
Mr. Nolan was 48 years of age. The shares were valued at $18.50
per share on December 31, 2008. Amount excludes the value of
all unvested stock options.
|
(9)
|
This
amount represents the sum of (i) Mr. Nolan’s base salary payable for the
remainder of the employment period, and (ii) Bank contributions to
continued health and medical coverage for the remainder of the employment
period. Amounts payable by the Bank on an event of termination
or a change in control of the Bank are subject to a one year non-compete
and non-solicitation restriction.
|
(10)
|
In
the event of a change in control, Mr. Nolan is entitled to 2.99 times his
“base amount” of compensation under Code Section 280G, computed as if Mr.
Nolan’s “base period” under Code Section 280G commenced on the effective
date of his employment agreement.
|
(11)
|
In
the event of his disability, Mr. Nolan will receive his base salary and
continued health and medical coverage for 2 years, less amounts payable
under any disability programs. This amount represents the total
payments and benefits that Mr. Nolan would receive for such 2-year period,
without reduction for amounts payable under any disability
programs.
|
(12)
|
This
amount represents 8,763 unvested restricted stock awards that were granted
to Mr. Santacroce. Unvested awards fully vest upon death,
disability a change in control of the Bank or Company, and retirement
following the attainment of age 65. As of December 31, 2008,
Mr. Santacroce had not attained retirement
age.
|
(13)
|
In
the event of a change in control, Mr. Santacroce is entitled to 3 times
his annual compensation for the taxable year immediately preceding the
year of the change in control and continued insurance coverage for 36
months.
|
(a)
|
(b)
|
(c)
|
(d)
|
(e)
|
(f)
|
(g)
|
|||||||||||||||
Name (1)
|
Fees Earned or Paid in Cash
($)
|
Stock Awards ($)
|
Option Awards ($) (2)
|
Change in Pension Value and Deferred Compensation
Earnings ($)
|
All Other Compensation ($)
|
Total ($)
|
|||||||||||||||
Marcia
Z. Hefter
|
|
$30,075
|
-
|
-
|
-
|
-
|
|
$30,075
|
|||||||||||||
|
|
|
|||||||||||||||||||
Dennis
A. Suskind
|
|
$28,375
|
-
|
-
|
-
|
-
|
|
$28,375
|
|||||||||||||
Emanuel
Arturi
|
|
$24,000
|
-
|
-
|
-
|
-
|
|
$24,000
|
|||||||||||||
Thomas
E. Halsey
|
|
$28,200
|
-
|
-
|
-
|
-
|
|
$28,200
|
|||||||||||||
|
|||||||||||||||||||||
R.
Timothy Maran
|
|
$28,200
|
-
|
-
|
-
|
-
|
|
$28,200
|
|||||||||||||
Charles
I. Massoud
|
|
$24,500
|
-
|
-
|
-
|
-
|
|
$24,500
|
|||||||||||||
Albert
E. McCoy, Jr.
|
|
$19,550
|
-
|
-
|
-
|
-
|
|
$19,550
|
|||||||||||||
Raymond
Wesnofske(3)
|
|
$8,200
|
-
|
-
|
-
|
-
|
|
$8,200
|
(1)
|
Kevin
M. O’Connor, the Company’s President and CEO, Thomas J. Tobin, President
Emeritus, and Howard H. Nolan, the Company’s Senior Executive Vice
President and CAO, are not included in this table as they are employees of
the Company. The compensation received by Messrs. O’Connor,
Tobin and Nolan are shown in the Summary Compensation
Table.
|
(2)
|
Option
awards have been granted and are outstanding to the Directors in the
following amounts: Thomas E. Halsey has 1,575 option awards,
Marcia Z. Hefter has 1,575 option awards, R. Timothy Maran has 1,575
option awards, Charles I. Massoud has 975 option awards, Dennis A. Suskind
has 975 option awards and Raymond Wesnofske has 1,575 option
awards.
|
(3)
|
Mr.
Wesnofske retired from the Board effective April 25,
2008.
|
Ä
|
FOLD
AND DETACH HERE
|
Ä
|
1.
|
Call
toll
free 1-866-242-2716 on a Touch-Tone Phone. There is NO
CHARGE to you for this call.
|
2.
|
Via
the Internet at https://www.proxyvotenow.com/bdge
and follow the instructions.
|
3.
|
Mark,
sign and date your proxy card and return it promptly in the enclosed
envelope.
|
z
|
{
|
||
S
|
PLEASE
MARK VOTES
AS
IN THIS EXAMPLE
|
REVOCABLE
PROXY
BRIDGE
BANCORP, INC.
|
Annual
Meeting of Shareholders
April
24, 2009
|
For
|
Withhold
All
|
For
All Except
|
For
|
Against
|
Abstain
|
|||||||||||
1.
|
Election
of Directors (except as marked to the contrary below):
|
£
|
£
|
£
|
2.
|
The
ratification of the appointment of Crowe Horwath LLP as the Independent
Registered Public Accounting Firm for the Company for the year ending
December 31, 2009.
|
£
|
£
|
£
|
|||||||
Class
A (three year term)
Nominees:
(01) Dennis
A. Suskind
(02) R.
Timothy Maran
(03) Albert
E. McCoy, Jr.
THE
BOARD OF DIRECTORS RECOMMENDS VOTES "FOR" ALL OF THE
NOMINEES.
|
||||||||||||||||
THE
BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE RATIFICATION OF THE
APPOINTMENT OF CROWE HORWATH LLP AS THE INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM FOR THE COMPANY FOR THE YEAR ENDING DECEMBER 31,
2009.
|
||||||||||||||||
3.
|
OTHER
BUSINESS:
In
their discretion, the Proxies are authorized to vote upon such other
business as may properly come before the
meeting.
|
|||||||||||||||
INSTRUCTION:
To withhold authority to vote for any nominee(s), mark "For All Except"
and write that nominee(s') name(s) or number(s) in the space provided
below.
|
This proxy when properly executed will be voted
in the manner directed herein by the undersigned shareholder. If no
direction is made, this proxy will be voted "FOR" Item 1 and "FOR" Item
2.
|
|||||||||||||||
Mark
here for address change and note change
|
£
|
|||||||||||||||
|
||||||||||||||||
Please
be sure to date and sign this proxy card in the box
below.
|
Date
|
|||||||||||||||
Sign
above
|
||||||||||||||||
x
|
IF
YOU WISH TO PROVIDE YOUR INSTRUCTIONS TO VOTE BY TELEPHONE OR INTERNET,
PLEASE READ THE INSTRUCTIONS BELOW
|
y
|
Ã
|
Ã
|
1.
|
By
Mail; or
|
2.
|
By
Telephone (using a Touch-Tone Phone);
or
|
3.
|
By
Internet.
|
Vote
by Telephone
Call
Toll-Free on a Touch-Tone Phone anytime prior to 3 a.m., April 24,
2009
1-866-242-2716
|
Vote
by Internet
anytime
prior to 3 a.m., April 24, 2009 go to
https://www.proxyvotenow.com/bdge
|
ONLINE
ANNUAL MEETING MATERIALS
|
http://www.cfpproxy.com/4781
|
Your
vote is important!
|
z
|
{
|
||
S
|
PLEASE
MARK VOTES
AS
IN THIS EXAMPLE
|
REVOCABLE
PROXY
BRIDGE
BANCORP, INC.
|
For
|
Withhold
|
For
All Except
|
||||||||
THIS
PROXY IS SOLICITED ON BEHALF OF THE
BOARD OF DIRECTORS OF BRIDGE BANCORP, INC-
FOR THE ANNUAL MEETING OF SHAREHOLDERS TO
BE HELD APRIL 24, 2009
|
1.
|
ELECTION
OF DIRECTORS (except as marked to the contrary below):
|
£
|
£
|
£
|
|||||
The
undersigned shareholder of Bridge Bancorp, Inc. (the "Company"), hereby
appoints the full Board of Directors, with full powers of substitution, as
attorneys in fact and agents for and in the name of the undersigned, to
vote such shares as the undersigned may be entitled to vote at the Annual
Meeting of Shareholders of the Company to be held at the offices of the
Company's bank subsidiary, The Bridgehampton National Bank, 2200 Montauk
Highway, Bridgehampton, New York 11932, on Friday, April 24, 2009 at 11:00
a.m. local time, and at any and all adjournments
thereof.
|
Class
A (three year term) Nominees:
(01)
Dennis A. Suskind
(02)
R. Timothy Maran
(03)
Albert E. McCoy, Jr.
THE
BOARD OF DIRECTORS RECOMMENDS VOTES "FOR"
ALL OF THE NOMINEES.
INSTRUCTION:
To withhold authority to vote for any individual nominee, mark "For All
Except" and write that nominee's name in the space provided
below.
|
|||||||||
For
|
Against
|
Abstain
|
||||||||
2.
|
The
ratification of the appointment of Crowe Horwath LLP as the Independent
Registered Public Accounting Firm for the Company for the year ending
December 31, 2009.
|
£
|
£
|
£
|
||||||
THE
BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE RATIFICATION OF THE
APPOINTMENT OF CROWE HORWATH LLP AS THE INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM FOR THE COMPANY FOR THE YEAR ENDING DECEMBER 31,
2009.
|
||||||||||
3.
|
OTHER
BUSINESS:
In
their discretion, the Proxies are authorized to vote upon such other
business as may properly come before the
meeting.
|
|||||||||
Please
be sure to date and sign this proxy card in the box below.
|
Date
|
This
proxy when properly executed will be voted in the manner directed herein
by the undersigned shareholder. If no direction is made, this proxy will
be voted "FOR" Item 1 and "FOR" Item 2.
|
||||||||
Sign
above
|
IMPORTANT
NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL
MEETING OF SHAREHOLDERS TO BE HELD ON APRIL 24, 2009. THE PROXY STATEMENT
AND OUR 2008 ANNUAL REPORT ON FORM 10-K ARE EACH AVAILABLE AT http://www.cfpproxy.com/4781.
|
|||||||||
x
|
y
|
Ã
|
Detach
above card, sign, date and mail in postage paid envelope
provided.
|
Ã
|
PLEASE
MARK, SIGN, DATE AND RETURN THE
PROXY
PROMPTLY USING THE ENCLOSED
ENVELOPE.
|