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 (Amendment No. )
Filed
by
the Registrant [X]
Filed
by
a Party other than the Registrant [ ]
Check
the
appropriate box:
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[
]
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Preliminary
Proxy Statement
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|
[
]
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Confidential,
for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
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[X]
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Definitive
Proxy Statement
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[
]
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Definitive
Additional Materials
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[
]
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Soliciting
Material Pursuant to §240.14a-12
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BRIDGE
BANCORP, INC.
(Name
of
Registrant as Specified In Its Charter)
(Name
of
Person(s) Filing Proxy Statement, if other than the Registrant)
Payment
of Filing Fee (Check the appropriate box):
|
[X]
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No
fee required.
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[
]
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Fee
computed on table below per Exchange Act Rules 14a-6(i)(1) and
0-11.
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1)
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Title
of each class of securities to which transaction
applies:
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2)
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Aggregate
number of securities to which transaction applies:
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3)
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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):
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4)
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Proposed
maximum aggregate value of transaction:
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5)
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Total
fee paid:
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[
]
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Fee
paid previously with preliminary materials.
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[
]
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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.
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1)
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Amount
Previously Paid:
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2)
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Form,
Schedule or Registration Statement No.:
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3)
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Filing
Party:
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4)
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Date
Filed:
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BRIDGE
BANCORP, INC.
2200
Montauk Highway, P.O. Box 3005
Bridgehampton,
NY 11932
March
23,
2007
Dear
Shareholder:
You
are
cordially invited to attend the Annual Meeting of Shareholders (the AAnnual
Meeting@)
of
Bridge Bancorp, Inc. (the ACompany@).
Our
Annual Meeting will be held at the offices of our subsidiary, The Bridgehampton
National Bank, 2200 Montauk Highway, Bridgehampton, New York 11932, on Friday,
April 27, 2007 at 11:00 a.m.
The
enclosed Notice of Annual Meeting and Proxy Statement describe the formal
business to be transacted at the Annual Meeting. During the Annual Meeting
we
will also report on the operations of the Company. Directors and officers
of the
Company will be present to respond to questions that shareholders may have.
Also
enclosed for your review is our Annual Report, which contains detailed
information concerning the operating activities and financial statements
of the
Company.
The
business to be conducted at the Annual Meeting consists of the election of
three
Directors and the ratification of the appointment of an Independent Registered
Public Accounting Firm for the year ending December 31, 2007. The Board of
Directors of the Company unanimously recommends a vote AFOR@
the
election of Directors and AFOR@
the
ratification of the appointment of Crowe Chizek and Company LLC as the
Company=s
Independent Registered Public Accounting Firm.
On
behalf
of the Board of Directors, we urge you to sign, date and return the enclosed
proxy card, or cast your vote electronically, as soon as possible, even if
you
currently plan to attend the Annual Meeting. This will not prevent you from
voting in person, but will assure that your vote is counted if you are unable
to
attend the Annual Meeting. Your vote is important, regardless of the number
of
shares that you own. Thank you for your continued investment in Bridge Bancorp,
Inc.
Sincerely,
Thomas
J.
Tobin
President
and Chief Executive Officer
BRIDGE
BANCORP, INC.
2200
Montauk Highway, P.O. Box 3005
Bridgehampton,
NY 11932
NOTICE
OF ANNUAL MEETING
TO
BE HELD APRIL 27, 2007
To
the
Shareholders of Bridge Bancorp, Inc.:
NOTICE
IS
HEREBY GIVEN that the Annual Meeting of Shareholders (AAnnual
Meeting@)
of
Bridge Bancorp, Inc. (the ACompany@)
will be
held at The Bridgehampton National Bank, 2200 Montauk Highway, Bridgehampton,
New York 11932, on Friday, April 27, 2007, at 11:00 a.m., for the purpose
of
considering and voting on the following matters:
| 1) |
The
election of three Directors to the Company=s
Board of Directors, each to hold office for a term of three years
or until
their successors are elected and
qualified;
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| 2) |
The
ratification of the appointment of Crowe Chizek and Company LLC
as the
Independent Registered Public Accounting Firm for the Company for
the year
ending December 31, 2007; and
|
such
other business as may properly come before the Annual Meeting or any
adjournments thereof.
Any
action may be taken on the foregoing proposals at the Annual Meeting on the
date
specified above, including all adjournments of the Annual Meeting. Only those
shareholders of record at the close of business on March 9, 2007 shall be
entitled to notice of and to vote at the Annual Meeting.
The
Board
of Directors believes that the election of nominees and the ratification
of the
appointment of Crowe Chizek and Company LLC as the Company’s Independent
Registered Public Accounting Firm are in the best interests of the Company
and
its shareholders and unanimously recommends a vote FOR
each
item.
EACH
SHAREHOLDER, WHETHER HE OR SHE PLANS TO ATTEND THE ANNUAL MEETING, IS REQUESTED
TO SIGN, DATE AND RETURN THE ENCLOSED PROXY CARD WITHOUT DELAY IN THE ENCLOSED
POSTAGE-PAID ENVELOPE, OR TO
VOTE ELECTRONICALLY AS PROVIDED HEREWITH.
By
order
of the Board of Directors
Sandra
K.
Novick
Senior
Vice President and Corporate Secretary
March
23,
2007
Bridgehampton,
New York
BRIDGE
BANCORP, INC.
PROXY
STATEMENT
ANNUAL
MEETING OF SHAREHOLDERS
To
Be Held April 27, 2007
SOLICITATION
AND VOTING OF PROXIES
This
Proxy Statement is being furnished to shareholders of Bridge Bancorp, Inc.
(the
ACompany@)
in
connection with the solicitation by the Board of Directors of proxies to
be used
at the Annual Meeting of Shareholders (AAnnual
Meeting@)
to be
held at The Bridgehampton National Bank (the ABank@),
2200
Montauk Highway, Bridgehampton, New York 11932, on April 27, 2007 at 11:00
a.m.
or any adjournments thereof. The 2006 Annual Report to Shareholders, including
the consolidated financial statements for the fiscal year ended December
31,
2006, accompanies this Proxy Statement.
Regardless
of the number of shares of Common Stock owned, it is important that shareholders
be represented by proxy or be present in person at the Annual Meeting.
Shareholders are requested to vote by completing the enclosed proxy card
and
returning it signed and dated in the enclosed envelope, or to vote
electronically. Shareholders should indicate their votes in the spaces provided
on the proxy card. Proxies solicited by the Board of Directors of the Company
will be voted in accordance with the directions given therein. Where no
instructions are indicated, proxies will be voted FOR
the
election of the nominees specified in this Proxy Statement and FOR
the
ratification of Crowe Chizek and Company LLC as the Company’s Independent
Registered Public Accounting Firm for the year ending December 31,
2007.
The
Board
of Directors knows of no additional matters that will be presented for
consideration at the Annual Meeting. Execution of a proxy, however, confers
discretionary authority on the designated proxy holder to vote the shares
in
accordance with their best judgment on such other business, if any, which
may
properly come before the Annual Meeting or any adjournments thereof.
A
proxy
may be revoked at any time prior to its exercise by the filing of written
revocation with the Secretary of the Company, by delivering to the Company
a
duly executed proxy bearing a later date, or by attending the Annual Meeting,
filing a revocation with the Secretary and voting in person. However, if
you are
a shareholder whose shares are not registered in your own name, you will
need
appropriate documentation from your record holder to vote personally at the
Annual Meeting.
The
cost
of solicitation of proxies in the form enclosed herewith will be borne by
the
Company. In addition to the solicitation of proxies by mail, proxies may
also be
solicited personally, by telephone or by facsimile by Directors, officers
and
employees of the Company, without additional compensation
therefore.
This
Proxy Statement and the accompanying proxy card are first being mailed to
shareholders on or about March
23,
2007.
-1-
VOTING
SECURITIES
The
securities which may be voted at the Annual Meeting consist of shares of
Common
Stock of the Company (the ACommon
Stock@),
with
each share entitling its owner to one vote on all matters to be voted on
at the
Annual Meeting. The close of business on March
9,
2007 has been fixed by the Board of Directors as the record date (ARecord
Date@)
for the
determination of shareholders entitled to notice of and to vote at this Annual
Meeting or any adjournments thereof. The total number of shares of Common
Stock
outstanding on the Record Date was 6,089,446 shares. The presence, in person
or
by proxy, of at least a majority of the total number of issued and outstanding
shares of Common Stock entitled to vote is necessary to constitute a quorum
at
this Annual Meeting. In the event there are not sufficient votes for a quorum,
or to approve or ratify any matter being presented at the time of this Annual
Meeting, the Annual Meeting may be adjourned in order to permit the further
solicitation of proxies.
SECURITY
OWNERSHIP OF
CERTAIN BENEFICIAL OWNERS
Persons
and groups who beneficially own in excess of five percent of the issued and
outstanding shares of Common Stock are required to file certain reports with
the
Securities and Exchange Commission (the ASEC@)
and
with the Company regarding such ownership. As of March 9, 2007, no person
was
known to the Company to be the beneficial owner of more than five percent
of the
Company=s
issued
and outstanding shares of Common Stock.
CERTAIN
RELATIONSHIPS AND RELATED TRANSACTIONS
Certain
Directors and executive officers and related parties, including their immediate
families and companies in which they are principal owners, were loan customers
of the Bank during 2006. Such loans were made in the ordinary course of business
at normal credit terms, including interest rate and security, and do not
represent more than a normal risk of collection. No such loan was classified
by
the Bank as of December 31, 2006 as a non-accrual, past due, restructured
or
potential problem loan.
It
is the
current policy of the Company to prohibit the purchase of goods and services
from related parties.
VOTING
PROCEDURES AND METHOD OF COUNTING VOTES
As
to the
election of Directors, the proxy card being provided by the Board of Directors
enables a shareholder to vote AFOR@
the
election of the three nominees proposed by the Board of Directors, or to
“WITHHOLD AUTHORITY” to vote for the nominees being proposed. Directors are
elected by a plurality of votes cast, without regard to either broker non-votes,
or proxies as to which authority to vote for the nominees being proposed
is
withheld.
As
to the
ratification of Crowe Chizek and Company LLC as the Independent Registered
Public Accounting Firm for
the
Company, by checking the appropriate box, a shareholder may: (i) vote
AFOR@
the
item; (ii) vote AAGAINST@
the
item; or (iii) AABSTAIN@
from
voting on such item. The ratification of this matter will be determined by
a
majority of the votes cast, without regard to broker non-votes, or proxies
marked AABSTAIN.@
Proxies
solicited hereby will be returned to the Company, and will be tabulated by
inspectors of election designated by the Board of Directors.
-2-
ITEM
1 - ELECTION OF DIRECTORS
The
Company=s
Board
of Directors currently consists of eight (8) members. The Board is divided
into
three classes as nearly equal in number as possible (Class A, B, and C).
Each
year one class of Directors is elected to serve for a three-year term or
until
their respective successors shall have been elected and qualified.
The
Board
of Directors has nominated Mr. Halsey, Ms. Hefter and Mr. Nolan for election
as
Class B Directors. It is intended that the proxies solicited on behalf of
the
Board of Directors (other than proxies in which the vote is withheld as to
the
nominees) will be voted at the Annual Meeting for the election of these
nominees. If the nominees are unable to serve, the shares represented by
all
such proxies will be voted for the election of such substitute as the Board
of
Directors may recommend. At this time, the Board of Directors knows of no
reason
why the nominees would be unable to serve, if elected. There are no arrangements
or understandings between the nominees and any other person pursuant to which
such nominees were selected.
THE
BOARD OF DIRECTORS RECOMMENDS A VOTE AFOR@
EACH OF THE NOMINEES LISTED IN THIS PROXY STATEMENT.
The
following table sets forth certain information, as of March 9, 2007, regarding
the Board of Directors and executive officers who are not
Directors.
|
Name
and Age
|
Principal
Occupation for
Past
Five Years
|
Director
of the
Company
Since
|
Shares
of Common
Stock
of the Company
Beneficially
Owned (1)
|
Percent
|
|
Nominees
for Director
|
||||
|
Class
B (term expiring in 2010)
|
||||
|
Thomas
E. Halsey
Age
67
|
Owner
Halsey
Farm
|
1969
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69,155
(2)
|
1.1%
|
|
Marcia
Z. Hefter
Age
63
|
Vice
Chairperson of the
Board
of the Company & the
Bank
Partner
Esseks,
Hefter & Angel, LLP
Riverhead
& Water Mill, NY
|
1988
|
39,482
(2)
|
0.6
|
|
Howard
H. Nolan
Age
46
|
Senior
Executive Vice
President
and Chief
Operating
Officer of the
Company
& the Bank
since
June 26, 2006
Past
Vice President, Finance
Gentiva
Health Services
|
2003
|
4,524
(4)
|
0.1
|
|
Directors
Continuing in Office
|
||||
|
Class
C (term expiring in 2008)
|
||||
|
Raymond
Wesnofske
Age
69
|
Chairperson
of the Board of the Company & the Bank
|
1970
|
116,535
(2)
|
1.9
|
-3-
|
Name
and Age
|
Principal
Occupation for
Past
Five Years
|
Director
of the
Company
Since
|
Shares
of Common
Stock
of the Company
Beneficially
Owned (1)
|
Percent
|
|
Thomas
J. Tobin
Age
62
|
President
and Chief
Executive
Officer of the
Company
& the Bank
|
1986
|
84,395
(5)
|
1.5
|
|
Charles
I. Massoud
Age
62
|
President
Paumanok
Vineyards
|
2002
|
4,755
(3)
|
0.1
|
|
Class
A (term expiring in 2009)
|
||||
|
R.
Timothy Maran
Age
65
|
Retired
Insurance Broker,
Maran
Corporate Risk
Associates,
Inc.
|
1980
|
66,138
(2)
|
1.1
|
|
Dennis
A. Suskind
Age
64
|
Retired
Partner, Goldman,
Sachs
& Co
Co-Owner,
Water Mill Party
Director,
New York
Mercantile
Exchange
|
2002
|
84,149
(6)
|
1.4
|
|
Executive
Officers Who Are Not Directors
|
||||
|
Janet
T. Verneuille
Age
46
|
Executive
Vice President and Chief Financial Officer of the Company & the Bank;
Treasurer of the Company
|
16,085
(7)
|
0.3
|
|
|
All
Directors and Executive Officers as a Group (9 persons)
|
498,020
(8)
|
8.2%
|
||
| (1) |
Beneficial
ownership of shares, as determined in accordance with applicable
Securities and Exchange Commission rules, 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 1,575 shares.
|
| (3) |
Includes
options to purchase 975 shares.
|
| (4) |
Includes
options to purchase 375 shares granted to Mr. Nolan under the 1996
Equity
Incentive Plan and options to purchase 1,066 shares and 1,333 shares
of
restricted stock granted to Mr. Nolan under the 2006 Stock-Based
Incentive
Plan.
|
| (5) |
Includes
options to purchase 24,932 shares and 90 shares of restricted stock
granted to Mr. Tobin under the 1996 Equity Incentive Plan and options
to
purchase 1,066 shares and 1,334 shares of restricted stock granted
to Mr.
Tobin under the 2006 Stock-Based Incentive
Plan.
|
| (6) |
Includes
options to purchase 975 shares. Of the shares reported, 64,800
are listed
as collateral for borrowings.
|
| (7) |
Includes
options to purchase 1,407 shares and 34 shares of restricted stock
granted
to Ms. Verneuille under the 1996 Equity Incentive Plan and options
to
purchase 1,066 shares and 1,333 shares of restricted stock granted
to Ms.
Verneuille under the 2006 Stock-Based Incentive
Plan.
|
| (8) |
Includes
options to purchase 34,964 shares and 124 shares of restricted
stock
granted to the named Directors and Executive Officers under the
1996
Equity Incentive Plan and options to purchase 16,000 shares and
4,000
shares of restricted stock granted to the named Directors and Executives
under the 2006 Stock-Based Incentive
Plan.
|
DIRECTOR
NOMINATIONS
The
Board
of Directors has not established a Nominating Committee for the selection
of
Directors to be elected by the shareholders. Nominations of Directors to
the
Board are determined by the full Board of Directors. The Board believes that
it
is appropriate to have the input of all Directors, rather than a Committee
of
the Board, with respect to the candidates to be considered for election to
the
Board by the
-4-
shareholders.
In this regard, the Board believes that each individual director has a unique
insight into the operations of the Company and the Bank, the communities
in
which we operate, and the needs of the Company with respect to Board membership.
The
Board
has determined that, except as to Mr. Tobin and Mr. Nolan, each member
of the
Board is an Aindependent
director@
within
the meaning of the corporate governance listing standards that would be
applicable to the Company if the Common Stock was quoted on the Stock Market
(referred to in this proxy statement as the National Association of Securities
Dealers Automated Quotation [NASDAQ®]
corporate governance listing standards). Mr. Tobin and Mr. Nolan are not
considered independent because they are executive officers of the Company.
In
reaching independence determinations of other Directors, the Board considered
loans outstanding that were made on the same terms as available to
others.
The
Company does not currently have a charter or written policy with regard to
the
nomination process (other than for shareholder nominations). The Board
identifies nominees by first evaluating the current members of the Board
willing
to continue in service. Current members of the Board with skills and experience
that are relevant to the Company=s
business and who are willing to continue in service are first considered
for
re-nomination, balancing the value of continuity of service by existing members
of the Board with that of gaining new perspectives. If any member of the
Board
does not wish to continue in service, or if the Board decides not to re-nominate
a member for re-election, or if the size of the Board is increased, the Board
would solicit suggestions for director candidates from all Board members.
The
Board would seek to identify a candidate who at a minimum satisfies the
following criteria:
| · |
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.
|
PROCEDURES
FOR THE NOMINATION OF DIRECTORS BY SHAREHOLDERS
The
Board
has adopted procedures for the submission of director nominees by shareholders.
If a determination is made that an additional candidate is needed for the
Board
of Directors, the Board will consider candidates submitted by a shareholder.
Shareholders can submit the names of qualified candidates for Director by
writing to our Corporate Secretary, Bridge Bancorp, Inc., 2200 Montauk Highway,
P.O. Box 3005, Bridgehampton, New York 11932. The Corporate Secretary must
receive a submission not less than ninety (90) days prior to the date of
the
Company=s
proxy
materials for the preceding year=s
annual
meeting. The submission must include the following information:
-5-
| · |
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.
|
A
nomination submitted by a shareholder for presentation by the shareholders
at an
annual meeting of shareholders must comply with the procedural and informational
requirements described in AAdvance
Notice of Nominations to Be Brought Before an Annual Meeting.@
SHAREHOLDER
COMMUNICATIONS WITH THE BOARD
A
shareholder of the Company who wants to communicate with the Board of Directors
or with any individual Director can write to the Corporate Secretary, Bridge
Bancorp, Inc., 2200 Montauk Highway, P.O. Box 3005, Bridgehampton, New York
11932, Attention: Board Administration. The letter should indicate that the
author is a shareholder and if shares are not held of record, should include
appropriate evidence of stock ownership. Depending on the subject matter,
management will:
| · |
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.
|
At
each
Board meeting, management shall present a summary of all communications received
since the last meeting that were not forwarded and make those communications
available to the Directors.
CODE
OF ETHICS
The
Board
has adopted a Code of Ethics that is applicable to the officers, Directors
and
employees of the Company, including the Company=s
principal executive officer, principal operating officer, principal financial
officer, principal accounting officer or controller, or persons performing
similar functions. The Code of Ethics is available on the Company=s
website, www.bridgenb.com.
Amendments to and waivers from the Code of Ethics will also be disclosed
on the
Company=s
website.
-6-
BOARD
MEETINGS AND COMMITTEES
The
Board
has two standing committees to facilitate and assist the Board in executing
of
its responsibilities. The committees are currently the Audit Committee and
the
Compensation Committee. The table below shows current membership for each
of the
standing Board committees.
|
Audit
Committee
|
Compensation
Committee
|
|
Thomas
E. Halsey *
|
Thomas
E. Halsey
|
|
Charles
I. Massoud
|
Marcia
Z. Hefter
|
|
Dennis
A. Suskind
|
R.
Timothy Maran *
|
|
|
Raymond
Wesnofske
|
|
*Committee
Chairperson
|
|
The
business of the Board of Directors of the Company and the Bank is conducted
through meetings and activities of the Boards and their Committees. The Board
of
Directors of the Company and the Bank meets monthly, or more often as may
be
necessary. The Board of Directors of the Company and the Bank met sixteen
times
during 2006. No Director attended fewer than 75% in the aggregate of the
total
number of Board meetings held and the total number of Committee meetings
on
which he or she served during 2006, including Board and Committee meetings
of
the Bank and the Company. All of the Directors, with the exception of Howard
H.
Nolan, attended the 2006 Annual Meeting of Shareholders on April 28,
2006.
THE
AUDIT COMMITTEE
The
Audit
Committee consists of Directors Halsey (Acting Chairperson), Massoud and
Suskind. Each member of the Audit Committee is considered Aindependent@
as
defined in the NASDAQ®
corporate governance listing standards and under SEC Rule 10A-3. The duties
and
responsibilities of the Audit Committee include, among other
things:
| · |
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.
|
The
Audit
Committee met nine times during 2006. The Audit Committee reports to the
Board
on its activities and findings. The Board of Directors has determined that
there
is not an “Audit Committee Financial Expert” currently serving on the Audit
Committee as that term is used in the rules and regulations of the SEC. In
prior
years, Howard Nolan who was an independent Director of the Company, was
determined to be the Audit Committee Financial Expert. Mr. Nolan joined the
Company
-7-
as
executive management in June 2006. Although another Director has not been
added
that qualifies as an Audit Committee Financial Expert as that term is used
in
the rules and regulations of the SEC, each of the other members understand
financial statements and are well qualified to serve on the Audit
Committee.
AUDIT
COMMITTEE REPORT
The
Audit
Committee operates under a written charter adopted by the Board of Directors.
A
copy of the charter of the Audit Committee is available on the
Company=s
website, www.bridgenb.com.
Management
has the primary responsibility for the Company’s internal controls and financial
reporting process. The Independent Registered Public Accounting Firm is
responsible for performing an independent audit of the Company’s consolidated
financial statements in accordance with the standards of the Public Company
Accounting Oversight Board (United States) auditing standards generally accepted
in the United States of America and to issue an opinion thereon. The Audit
Committee’s responsibility is to monitor and oversee these
processes.
As
part
of its ongoing activities, the Audit Committee has:
| · |
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, 2006;
|
| · |
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.
|
Based
on
the review and discussions referred to above, the Audit Committee recommended
to
the Board of Directors that the audited consolidated financial statements
be
included in the Company=s
Annual
Report
on
Form 10-K for the fiscal year ended December 31, 2006 and be filed with the
SEC.
In addition, the Audit Committee selected Crowe Chizek and Company LLC to
be the
Company=s
Independent Registered Public Accounting Firm for the year ending December
31,
2007, subject to the ratification of this appointment by the
shareholders.
This
report shall not be deemed incorporated by reference by any general statement
incorporating by reference this proxy statement into any filing under the
Securities Act of 1933, as amended, or the Securities Exchange Act of 1934,
as
amended, except to the extent that the Company specifically incorporates
this
information by reference, and shall not otherwise be deemed filed under such
Acts.
The
foregoing report has been furnished by Committee members:
Thomas
E.
Halsey, Acting Chairperson
Charles
I. Massoud
Dennis
A.
Suskind
-8-
THE
COMPENSATION COMMITTEE
The
Compensation Committee has four members and met eight times in fiscal year
2006.
The Compensation Committee is comprised solely of non-employee Directors,
all of
whom the Board has determined are independent as defined in the NASDAQ®
corporate governance listing standards. The Board has not adopted a charter
for
the Compensation Committee.
The
Compensation Committee’s responsibilities include, among other duties, the
responsibility to:
| · |
recommend
to the Board for approval the base salary, incentive compensation
and any
other compensation for the Company’s Named Executive Officers (NEOs)
including the Chief Executive Officer, the Chief Operating Officer
and the
Chief Financial Officer;
|
| · |
monitor
the Company’s short term incentive and stock based compensation plans; and
|
| · |
perform
other functions or duties deemed appropriate by the
Board.
|
Compensation
recommendations for the Chief Executive Officer, the Chief Operating Officer
and
the Chief Financial Officer are made by the Compensation Committee to the
Board
of Directors. Decisions regarding non-equity compensation for the other officers
are made under the authority of the Company’s Chief Executive Officer. The
Committee has engaged Clark Consulting, an outside global human resources
consulting firm, to conduct an annual review of its total compensation program
for the Named Executive Officers as well as other key executives of the Company.
Compensation
Committee meetings are regularly attended by the members of the committee,
and
at the request of the Committee, by the Chief Executive Officer and the Chief
Operating Officer. At each meeting, the Compensation Committee meets in
executive session which excludes the executive management. The Compensation
Committee’s Chairman reports the committee’s recommendations on executive
compensation to the Board. Independent advisors and the Company’s finance
department support the Compensation Committee in its duties and, along with
the
Chief Operating Officer and the Chief Financial Officer, may be delegated
authority to fulfill certain administrative duties regarding the compensation
programs. The Compensation Committee reviews the total fees paid to outside
consultants by the Company to ensure that the consultant maintains its
objectivity and independence when rendering advice to the committee.
Compensation
Committee Interlocks and Insider Participation
The
Compensation Committee consists of Messrs. Maran (Chairman), Halsey and
Wesnofske and Ms. Hefter. None of these directors was during 2006, or is
formerly, an officer of the Company and none had any relationship with the
Company requiring disclosure in this proxy statement under Item 404 of SEC
Regulation S-K. During the year ended December 31, 2006, the Company had
no
“interlocking” relationships in which (1) any executive officer is a member of
the Board of Directors of another entity, one of whose executive officers
is a
member of the Company’s Board of Directors, or (2) any executive officer is a
member of the Compensation Committee of another entity, one of whose executive
officers is a member of the Company’s Board of Directors.
-9-
EXECUTIVE
COMPENSATION
Compensation
Discussion and Analysis
Overview
of the Compensation Program
The
Compensation Committee (for purposes of this analysis, the “Committee”) of the
Board has responsibility for establishing, implementing and continually
monitoring adherence with the Company’s compensation philosophy. The goal of the
Committee is for the total compensation paid to the Named Executive Officers
to
be fair, reasonable and competitive.
Throughout
this proxy statement, the individuals who served as the Company’s Chief
Executive Officer, and Chief Financial Officer during fiscal 2006, as well
as
the other individual included in the Summary Compensation Table on page 17,
are
referred to as the “Named Executive Officers” (NEOs).
Compensation
Philosophy and Objectives
This
compensation philosophy, established by the Compensation Committee of the
Board,
provides broad guidance on executive compensation and, more specifically,
the
compensation of the senior executive officers including the Chief Executive
Officer, the Chief Operating Officer, and the Chief Financial Officer.
Compensation comparisons are based on a peer group of banks, taking into
consideration asset size, geographic location, and performance. However,
reasonable exceptions to this compensation philosophy are considered appropriate
as determined by the Compensation Committee.
Specifically,
the compensation philosophy includes:
| · |
Aligning
shareholder value with
compensation;
|
| · |
Providing
a direct and transparent link between the performance of the Bank
and pay
for the Chief Executive Officer, Chief Operating Officer, and Chief
Financial Officer;
|
| · |
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.
|
The
compensation objectives of Bridge Bancorp, Inc. subject to experience and
achieving plan performance, are to:
| · |
Pay
base salaries to the Bank’s senior executives at a level consistent with
the Bank’s performance related to the Bank’s selected peer group (the
market);
|
| · |
Provide
total cash compensation (salary and cash incentive compensation)
to the
Bank’s senior executives at a level consistent with performance related
to
market;
|
-10-
| · |
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.
|
In
addition, the Company’s compensation philosophy is to provide retirement
benefits that are competitive with market practice. The Compensation Committee
of the Board annually reviews the administration of the compensation
plan.
Role
of Executive Officers in Compensation Decisions
The
Committee makes all compensation decisions for the Named Executive Officers
and
approves recommendations regarding equity awards to certain officers of the
Company.
The
Chief
Executive Officer and the Chief Operating Officer annually review the
performance and recommend compensation for the Chief Financial Officer and
other
senior management of the Company that are not Named Executive Officers.
Setting
Executive Compensation
Based
on
the foregoing philosophy and objectives, the Committee has structured the
Company’s annual and long-term incentive-based cash and non-cash executive
compensation to motivate executives to achieve the business goals set by
the
Company and reward the executives for achieving such goals. In furtherance
of
this, Clark Consulting’s annual review provides the Committee with relevant
market data and alternatives to consider when making compensation decisions
for
the Named Executive Officers and on the recommendations being made by the
Company’s management for other key executives.
In
making
compensation decisions, the Committee compares each element of total
compensation against a peer group of publicly-traded financial institutions
that
are comparable in asset size and performance (collectively, the “Compensation
Peer Group”). When selecting the peer group, peer bank performance is taken into
consideration. The key performance measures used in selecting the Company’s peer
group are:
| · |
ROA
|
| · |
ROE
|
| · |
Net
Interest Margin
|
| · |
Efficiency
Ratio
|
| · |
Core
EPS Growth
|
| · |
Total
Three Year Return.
|
The
Compensation Peer Group is periodically reviewed and updated by the Committee.
The data is provided from SNL Financial and taken from the proxy filings
of the
Compensation Peer Group. Not all banks in the Compensation Peer Group reported
data for the three NEOs.
-11-
The
twenty companies comprising the Compensation Peer Group for the Chief Executive
Officer are:
|
· Beverly
National Corporation
|
· Pamrapo
Bancorp, Inc.
|
|
|
· Brooklyn
Federal Bancorp, Inc.
|
· Patriot
National Bancorp, Inc.
|
|
|
· Calvin
B. Taylor Bankshares, Inc.
|
· Peapack-Gladstone
Financial Corporation
|
|
|
· Carver
Bancorp, Inc.
|
· Severn
Bancorp, Inc.
|
|
|
· Central
Valley Community Bancorp
|
· Shore
Bancshares Inc.
|
|
|
· Eagle
Bancorp, Inc.
|
· Smithtown
Bancorp, Inc.
|
|
|
· 1st
Constitution Bancorp
|
· State
Bancorp, Inc.
|
|
|
· First
of Long Island Corporation
|
· Suffolk
Bancorp
|
|
|
· Jeffersonville
Bancorp
|
· Temecula
Valley Bancorp Inc.
|
|
|
· North
Bay Bancorp
|
· VSB
Bancorp
|
The
six
companies comprising the Compensation Peer Group for the Chief Operating
Officer
are:
|
· Beverly
National Corporation
|
· Peapack-Gladstone
Financial Corporation
|
|
|
· Eagle
Bancorp, Inc.
|
· Severn
Bancorp, Inc.
|
|
|
· Jeffersonville
Bancorp
|
· Shore
Bancshares Inc.
|
The
sixteen companies comprising the Compensation Peer Group for the Chief Financial
Officer are:
|
· Beverly
National Corporation
|
· Patriot
National Bancorp, Inc.
|
|
|
· Brooklyn
Federal Bancorp, Inc.
|
· Peapack-Gladstone
Financial Corporation
|
|
|
· Carver
Bancorp, Inc.
|
· Severn
Bancorp, Inc.
|
|
|
· Central
Valley Community Bancorp
|
· Shore
Bancshares Inc.
|
|
|
· 1st
Constitution Bancorp
|
· Smithtown
Bancorp, Inc.
|
|
|
· First
of Long Island Corporation
|
· State
Bancorp, Inc.
|
|
|
· Jeffersonville
Bancorp
|
· Suffolk
Bancorp
|
|
|
· Pamrapo
Bancorp, Inc.
|
· VSB
Bancorp
|
All
proxy
data was updated using a method called “aging” that utilizes an annualized
adjustment factor of 4.0. This exercise provided the applicable Compensation
Peer Group salary for each NEO.
-12-
Clark
Consulting utilized the 2006/2007 Watson Wyatt Survey Report on General
Executive Compensation to provide competitive data for the NEO positions
and to
supplement the proxy benchmark. Data from this survey was effective as of
May 1,
2006. Data is used from the Economic Research Institute (“ERI”) to assess the
local cost of wages in the Bank’s local market. As a matter of compensation
philosophy, regional adjustments made to the national data are based on the
differential in salaries not the differential in cost of living. Adjustments
based on the local salary differential will help ensure that the compensation
is
fair and competitive, relative to other banks and financial institutions
in the
area. Salary differential adjustments relative to the national average were
based on the ERI data for Riverhead and Mastic, New York. Clark Consulting
was
unable to obtain specific ERI data for Bridgehampton but attained data for
the
closest locations to Bridgehampton in the ERI database. In each city, the
cost
of salaries is above the national average. The resulting adjustment was an
increase to the national survey market data by 14.5%. This exercise provided
the
regionally adjusted benchmark salary from the 2006/2007 Watson Wyatt Survey
Report on General Executive Compensation.
Each
NEO’s current compensation was compared to an average of the applicable
Compensation Peer Group salary and the regionally adjusted benchmark salary
from
the 2006/2007 Watson Wyatt Survey Report on General Executive Compensation.
Overall base pay and total cash compensation is competitive with the market
median. A significant percentage of total compensation is allocated to
incentives as a result of the philosophy mentioned above.
2006
Executive Compensation Components
The
Committee’s recommendations on granting options and restricted stock awards are
based on the evaluation of both the Company’s performance in connection with
year end results, as measured against designated targets, and the individual’s
accomplishments. For fiscal year ended December 31, 2006, the principal
components of compensation for Named Executive Officers were:
| · |
Base
salary
|
| · |
Short
term incentive program
|
| · |
Long
term equity incentive compensation
|
| · |
Retirement
and other benefits
|
| · |
Perquisites
and other personal benefits.
|
Base
Salary
The
Company provides Named Executive Officers and other employees with base salary
to compensate them for services rendered during the fiscal year. Base salary
ranges for Named Executive Officers are determined for each executive based
on
his or her position and responsibility by using market data. Base salary
ranges
are designed so that salary opportunities for a given position will generally
reflect +/- 15% of the market 50% percentile.
Short
Term Incentive Program
Each
NEO
has an incentive opportunity defined by a target incentive and range that
is
based on their role and competitive market practice. Incentive targets/ranges
are expressed as a percentage of base salary and determined based on competitive
market practice for similar roles in similar organizations.
-13-
The
Board
established the financial performance targets to be used in establishing
awards
under the plan for
fiscal 2006 through 2008, as well as the percentage of base salary that can
be
earned by each category of officer based on the achievement of targets. The
criteria are applicable to all participants under the plan. The target levels
are weighted and are based on (i) annual return on average equity, (ii) annual
growth in earnings per share, (iii) efficiency ratio, and (iv) other company
specific growth objectives. If none of the thresholds are achieved, no bonus
is
earned under the plan. However, the Compensation Committee may recommend
to the
Board a discretionary award to the NEOs that it considers reasonable. The
amount
of cash bonus that an executive can earn under the plan ranges from a minimum
of
2.25% of salary for the CEO, 1.75% of salary for the COO, and 1.50% of salary
for the CFO, to a maximum of 90% of salary for the CEO, 70% of salary for
the
COO, and 60% of salary for the CFO, if all the maximum targets are achieved.
A
minimum and maximum range for other officers and key managers may be earned.
Actual payouts will vary based on performance achievement against predefined
performance goals.
Long
Term Stock Incentive Program
The
2006
Stock-Based Incentive Plan (“2006 SBIP”) was approved by the Company’s
stockholders at the 2006 Annual Meeting of Stockholders and is the successor
plan to the Company’s 1996 Equity Incentive Plan, which expired in April 2006.
The 2006 SBIP gives the Board the latitude to provide incentives and rewards
to
employees and Directors who are largely responsible for the success and growth
of Bridge Bancorp, Inc. and its affiliates, and to assist all such entities
in
attracting and retaining experienced and qualified Directors, executives
and
other key employees.
Stock
options may be either so-called incentive stock options, which bestow certain
tax benefits on the optionee, or non-qualified stock options, not qualifying
for
such benefits. All options have an exercise price that is not less than the
market value of the Company’s Common Stock on the date of the grant.
Historically, stock based awards under the Company=s
plans
have either been stock options or shares of restricted stock (which are shares
of Common Stock that are forfeitable and are subject to restrictions on transfer
prior to the vesting date). The vesting of restricted stock depends upon
the
executives continuing to render services to the Company. Restricted stock
awards
carry dividend rights from the date of grant. Restricted shares are forfeited
if
the award holder departs the Company before vesting. Options have no value
unless the Company=s
stock
price rises over time, and the value of restricted shares over time also
is
directly proportionate to the market value of the Company=s
stock.
The
Committee’s recommendations on granting options and restricted stock awards are
based on the evaluation of both the Company’s performance, as measured against
designated targets, and the individual’s accomplishments.
-14-
Retirement
and Other Benefits
The
Bank
maintains a non-contributory, tax-qualified defined benefit pension plan
(the
“Retirement Plan”) for eligible employees. All salaried employees at least age
21 who have completed at least one year of service are eligible to participate
in the Retirement Plan. The Retirement Plan provides for a benefit for each
participant, including the Named Executive Officers, in an amount equal to
1.50%
of the participant’s average annual earnings multiplied by creditable service
(up to 35 years) plus 1.00% of the participant’s average annual earnings
multiplied by creditable service (in excess of 35 years) minus 0.49%
of
the participant’s final average compensation multiplied by creditable service
(up to 35 years). As required by law, the Retirement Plan is covered by the
insurance program of the Pension Benefit Guarantee Corporation.
In
addition, the Bank has a Supplemental Executive Retirement Plan (the “SERP”),
which is an actuarial plan, under which additional retirement benefits are
accrued for eligible Executive Officers. Under the Supplemental Retirement
Plan,
the amount of supplemental retirement benefits is based upon a benefit at
normal
retirement which approximates the differences between (i) the total retirement
benefit the participant would have received under the Bridgehampton Retirement
Plan without taking into account limitations on compensation and annual
benefits; and (ii) the retirement benefit the participant is projected to
receive under the Bridgehampton Retirement Plan at normal
retirement.
The
Bank
also maintains a 401(k) plan for the benefit of its employees. The Bank matches
50% of the employee’s contribution up to a maximum of 3%. All employees,
including the NEOs, can defer a minimum of 1% and a maximum of 75% of their
annual income as long as the deferred compensation does not exceed annual
Internal Revenue Service (IRS) limits.
Perquisites
and Other Personal Benefits
The
Company provides Named Executive Officers with perquisites and other personal
benefits that the Company and the Committee believe are reasonable and
consistent with its overall compensation program to better enable the Company
to
attract and retain employees for key positions. The Named Executive Officers
are
provided use of company automobiles and participation in the plans and programs
described above. Attributed costs of personal benefits described for the
Named
Executive Officers for the fiscal year ended December 31, 2006 are included
in
column (i) of the “Summary Compensation Table” on page 17.
The
Company and the Bank have entered into employment agreements with Mr. Tobin,
Mr.
Nolan and Ms. Verneuille. Information regarding these agreements is provided
under the heading “Employment Agreements” on page 18.
Tax
and Accounting Implications
Tax
Deductibility of Executive Compensation
Under
Section 162(m) of the Internal Revenue Code, public companies are subject
to
limits on the deductibility of executive compensation. Deductible compensation
is limited to $1 million per year for each executive officer listed in the
summary compensation table. Compensation that is “performance-based” under the
Internal Revenue Code’s definition is exempt from this limit. Stock option
grants are
-15-
intended
to qualify as performance-based compensation. Although the Committee does
not
have a formal
policy with respect to the payment of compensation in excess of the
deductibility limits, compensation paid to the named executive officers
historically has fallen within the tax code limitations for
deductibility.
Accounting
for Stock Based Compensation
Beginning
on January 1, 2006, the Company began accounting for stock based payments
including its Long Term Stock Incentive Program in accordance with the
requirements of the Statements of Financial Accounting Standards (“SFAS”)
123(R), “Accounting for Stock-Based Compensation, Revised.”
COMPENSATION
COMMITTEE REPORT
The
Compensation Committee of the Company has reviewed and discussed the
Compensation Discussion and Analysis required by Item 402(b) of Regulation
S-K
with management and, based on such review and discussions, the Compensation
Committee recommended to the Board that the Compensation Discussion and Analysis
be included in this Proxy Statement.
THE
COMPENSATION COMMITTEE
R.Timothy
Maran, Chairman
Thomas
Halsey
Marcia
Hefter
Raymond
Wesnofske
-16-
SUMMARY
COMPENSATION TABLE
The
following table sets forth information concerning compensation received for
the
year ended December 31, 2006 by the Chief Executive Officer, the Chief Operating
Officer, and the Chief Financial Officer of the Company and the Bank in 2006
(the “Named Executive Officers”). The officers of the Company are not
compensated separately in any way for their services.
|
(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 Compen-
sation
(4)
|
Change
in Pension Value and Nonqualified Deferred Compen-
sation
Earnings
(5)
|
All
Other Compen-sation (6)
|
Total
|
|||||||||||||||||||
|
Thomas
J. Tobin
President
& Chief
Executive
Officer
|
2006
|
$
|
309,231
|
N/A
|
$
|
12,741
|
|
$
|
5,214
|
|
$
|
105,111
|
|
$
|
203,518
|
|
$
|
37,283
|
|
$
|
673,098
|
|||||||
|
Howard
H. Nolan
Senior
Executive
Vice
President &
Chief
Operating
Officer
|
2006
|
$
|
96,154
(7)
|
|
N/A
|
$
|
1,346
|
|
$
|
5,127
|
|
$
|
26,317
|
|
|
-
|
|
$
|
16,472
|
|
$
|
145,416
|
||||||
|
Janet
T. Verneuille
Executive
Vice
President
&
Chief
Financial
Officer
|
2006
|
$
|
174,423
|
N/A
|
$
|
5,627
|
|
$
|
5,127
|
|
$
|
38,321
|
|
$
|
30,719
|
|
$
|
16,556
|
|
$
|
270,773
|
|||||||
| (1) |
Includes
salary deferred at the election of the Named Executive Officers
(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 year ended December 31, 2006 in accordance with
SFAS 123(R)
of awards granted pursuant to the long term stock benefit plan
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
seven to
the Company’s audited financial statements for the fiscal year ended
December 31, 2006, 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 year ended December 31, 2006 in accordance with
SFAS 123(R)
of options pursuant to the long term stock benefit plan and thus
may
include amounts from options granted in 2006. Assumptions used
in the
calculation of these amounts are included in footnote seven to
the
Company’s audited financial statements for the fiscal year ended December
31, 2006, 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 Named Executive Officers under
the
short term incentive plan.
|
| (5) |
Based
on the same assumptions used for financial reporting purposes under
generally accepted accounting principles for
2006.
|
| (6) |
Includes,
among other things, Company contributions on behalf of the Named
Executive
Officers to the 401(k) Plan; director’s fees paid by the Company; and
specified premiums paid by the Company on certain insurance arrangements
on behalf of other executive officers. Listed amounts for 2006
include
401(k) Plan contributions by the Company on behalf of the Named
Executive
Officers Tobin and Verneuille of $6,600 and $6,552, respectively;
director’s fees in the amount of $8,500 for Mr. Tobin and $13,200 for Mr.
Nolan; dividends paid on unvested restricted stock in the amount
of $2,422
and $909 for Mr. Tobin and Ms. Verneuille, respectively; the cost
attributable to personal use of company provided automobiles of
$8,784,
$3,272 and $9,095 for Mr. Tobin, Mr. Nolan and Ms. Verneuille,
respectively; meals reimbursed by the Company of $982 for Mr. Tobin
and
the following insurance premiums paid by the Company on behalf
of Mr.
Tobin: $4,810 in premiums paid on a life insurance policy and $5,185
in
premiums paid on a long-term disability
policy.
|
| (7) |
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.
|
-17-
Salary
and non equity incentive plan compensation comprised the largest component
of
compensation for
each
of the Named Executive Officers. Specifically, salary and bonus comprised
[46%]
of Mr. Tobin’s total compensation, [66%] of Mr. Nolan’s total compensation, and
[57%] of Ms. Verneuille’s total compensation.
EMPLOYMENT
AGREEMENTS
The
Company and the Bank have entered into a five-year employment agreement with
Mr.
Tobin and a two-year employment agreement with Ms. Verneuille. The agreements
provide that if employment is terminated for reasons other than for cause
or a
change in control, the executive would be entitled to:
| · |
a
lump sum payment equal to the individual’s base salary for the longer of
the remaining term of the agreement or thirty-six months for Mr.
Tobin
(twenty-four months for Ms. Verneuille);
and
|
| · |
an
amount equal to the annual contributions or payments that would
have been
made on the executive’s behalf to any benefit plans of the Bank or the
Company for the longer of (i) the remaining term of the agreement,
or (ii)
thirty-six months for Mr. Tobin (twenty-four months for Ms. Verneuille);
and
|
| · |
the
continuation of life, medical, health, disability and dental insurance
coverage for the executive and his or her dependents until the
earliest of
the executive’s (i) death, (ii) employment by another employer, or (iii)
the longer of (A) three years for Mr. Tobin (two years for Ms.
Verneuille)
or (B) the remaining term of the
agreement.
|
The
executive may resign from employment and receive the above benefits in the
event
of certain adverse changes in the executive’s employment conditions,
including:
| · |
the
failure to elect or re-elect or appoint or re-appoint the executive
to his
or her current position;
|
| · |
a
material change in the executive’s functions, duties or responsibilities
that would cause the executive’s position to become one of lesser
responsibility, importance or
scope;
|
| · |
a
relocation of the executive’s principal place of employment outside of
Southampton, East Hampton, Shelter Island, Southold or
Riverhead;
|
| · |
a
reduction in the benefits and perquisites provided to the
executive;
|
| · |
a
liquidation or dissolution of the Company or the Bank; or
|
| · |
a
material breach of the agreement by the Company or the
Bank.
|
In
the
event of disability, the executive will receive his or her salary, reduced
by
any disability benefits payable by the Bank, and the above health and medical
insurance benefits for the earlier of two years or until the executive ceases
to
be disabled.
Under
each of the agreements, in the event the executive’s employment is terminated
following a change in control, the executive will receive the following
benefits:
-18-
| · |
with
respect to Mr. Tobin, a cash payment equal to 3.25 times the executive’s
compensation for the prior year payable in a lump sum or over thirty-nine
months as selected by the executive;
and
|
| · |
with
respect to Ms. Verneuille, a cash payment equal to 2.0 times the
executive’s compensation for the prior year payable in a lump sum or over
twenty-four months as selected by the executive;
and
|
| · |
the
continuation of the above health and medical insurance benefits
above for
thirty-nine months for Mr. Tobin (twenty-four months for Ms. Verneuille);
and
|
| · |
an
additional tax “gross-up” payment to make the executive whole in the event
he or she incurred an “excess parachute payment” under Code Section 280G
and was required to pay excise taxes on such excess parachute
payment.
|
The
Company and the Bank have also entered into an employment agreement with
Mr.
Nolan for a thirty-six-month term.
Mr.
Nolan
will be entitled to receive his earned but unpaid salary and his benefits
under
employee benefit plans sponsored by the Bank in the event of any of the
following adverse changes in his employment conditions:
| · |
the
failure to re-appoint Mr. Nolan to his current officer position,
or the
failure to appoint him to the Board of Directors or re-nominate
him for
election to the Board of Directors;
|
| · |
a
material change in Mr. Nolan’s functions, duties or responsibilities which
would cause his position to become one of lesser responsibility,
importance or scope;
|
| · |
a
liquidation or dissolution of the Bank or the
Company;
|
| · |
a
material breach of the employment agreement by the Bank or the
Company
which has not been cured within 30 days;
or
|
| · |
the
relocation of his principal place of employment outside of Southampton,
East Hampton, Shelter Island, Southold or
Riverhead.
|
In
the
event Mr. Nolan’s employment is terminated for any reason other than cause,
disability, death or following a change in control, he will be entitled to
receive his earned but unpaid salary and his benefits under employee benefit
plans sponsored by the Bank.
If
Mr.
Nolan’s employment is terminated during the first eighteen months of his
employment agreement term, he will be entitled to:
| · |
a
lump sum cash payment equal to the greater of (i) the salary he
would have
earned if he had continued working for the Bank for the remainder
of such
initial eighteen-month period, or (ii) one-half of his annual salary;
and
|
-19-
| · |
continued
group health and medical benefits for the greater of six months
or the
remainder of such initial eighteen-month
period.
|
If
Mr.
Nolan’s employment is terminated after the first eighteen months of his
employment agreement term, he will be entitled to:
| · |
a
lump sum cash payment equal to the greater of (i) the salary he
would have
earned if he had continued working for the Bank for the remainder
of the
initial thirty-six month term, or (ii) one-half of his annual salary;
and
|
| · |
continued
group health and medical benefits for the greater of six months
or the
remainder of the initial thirty-six month
term.
|
In
the
event of a change in control, Mr. Nolan will be entitled to:
| · |
a
lump sum payment equal to three times Mr. Nolan’s “base amount” of
compensation as determined under Section 280G of the Internal Revenue
Code; and
|
| · |
continued
group health and medical benefits for thirty-six months following
termination of employment.
|
| · |
In
the event Mr. Nolan incurs an “excess parachute payment” under Code
Section 280G, payments and benefits to Mr. Nolan on a change in
control
would be reduced to an amount in order to avoid such excess parachute
payment.
|
In
the
event of his disability, Mr. Nolan will be entitled to:
| · |
payments
under the Bank sponsored disability program;
and
|
| · |
a
supplemental payment for twenty-four months in an amount that,
when
combined with payments under the above disability insurance program,
will
equal Mr. Nolan’s monthly rate of salary prior to his termination of
employment; and
|
| · |
continued
health and medical insurance benefits for twenty-four months.
|
Under
the
employment agreements, the annual salary of the Named Executive Officers
is
revised annually by the Compensation Committee and Board of Directors. For
2007,
the annual salary for Mr. Tobin, Mr. Nolan and Ms. Verneuille has been set
at
$310,000, $220,000, and $185,000, respectively.
-20-
The
following table sets forth certain information pertaining to grants of Plan
Based Awards to the NEOs during 2006.
GRANTS
OF PLAN BASED AWARDS
|
(a)
|
(b)
|
(c)
|
(d)
|
(e)
|
(f)
|
(g)
|
(h)
|
(i)
|
(j)
|
|||||||||||||||||||
|
Estimated
Future Payouts Under Non-equity Incentive Plan Awards (1)
(2)
|
||||||||||||||||||||||||||||
|
Name
|
Grant
Date
|
Threshold
($)
|
Target
($)
|
Maximum
($)
|
All
other stock awards: number of shares or units (#)
(3)
|
All
other option awards: Number of securities underlying options (#)
(4)
|
Exercise
or
base
price
of
option
awards
|
Grant
date
fair
value of stock
options
(5)
|
Grant
date
fair
value
of
stock
awards
(5)
|
|||||||||||||||||||
|
T.
Tobin
|
11/27/06
|
1,334
|
5,334
|
$
|
25.25
|
$
|
23,715
|
$
|
33,684
|
|||||||||||||||||||
|
|
4/28/06
|
69,750
|
139,500
|
279,000
|
||||||||||||||||||||||||
|
H.
Nolan
|
11/27/06
|
1,333
|
5,333
|
$
|
25.25
|
$
|
23,711
|
$
|
33,658
|
|||||||||||||||||||
|
|
6/26/06
|
18,027
|
36,055
|
72,110
|
||||||||||||||||||||||||
|
J.
Verneuille
|
11/27/06
|
1,333
|
5,333
|
$
|
25.25
|
$
|
23,711
|
$
|
33,658
|
|||||||||||||||||||
|
|
4/28/06
|
26,250
|
52,500
|
105,000
|
||||||||||||||||||||||||
| (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 2006 salary and position.
|
| (2) |
Mr.
Nolan was hired as the Chief Operating Officer in June 2006; therefore
under the Company’s Short-Term Incentive Plan the amounts shown are
pro-rated from his hire date.
|
| (3) |
The
amounts shown in column (f) reflect the number of shares of restricted
stock granted to each NEO pursuant to the Company’s 2006 Stock-Based
Incentive Plan.
|
| (4) |
The
amounts shown in column (g) reflect the number of stock options
granted to
each NEO pursuant to the Company’s 2006 Stock-Based Incentive
Plan.
|
| (5) |
The
amounts included in column (i) and column (j) reflect the full
grant date
fair value of the awards calculated in accordance with SFAS 123(R).
Assumptions used in the calculations of these amounts are included
in
footnote seven to the Company’s audited financial statements for fiscal
year ended December 31, 2006, included in the Company’s Annual Report on
Form 10-K.
|
On
November 27, 2006, stock awards were granted under the 2006 Stock-Based
Incentive Plan with a cliff vesting date of December 31, 2008. Dividends
are
paid on unvested stock awards. On November 27, 2006, incentive stock options
were granted under the 2006 Stock-Based Incentive Plan of which one-fifth
vested
on December 31, 2006 with one-fifth vesting at year-end on each anniversary
thereafter conditioned on continued service at the time of vesting with this
award fully vested at December 31, 2010. In the case of Mr. Tobin, accelerated
vesting has been applied to his retirement date.
-21-
The
following table sets forth information pertaining to outstanding equity awards
held by the NEOs as of December 31, 2006.
OUTSTANDING
EQUITY AWARDS AT FISCAL YEAR-END
|
(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
(5)
|
Option
Exercise price
($)
|
Option
Expiration Date
|
Number
of shares or
units
of stock that have not vested
|
Market
Value of shares or units of stock that have not
vested
(1)($)
|
||||||||||||||||
|
T.
Tobin
|
9,182
|
14.6667
|
1/19/2009
|
450
|
(2) |
|
|
10,800
|
||||||||||||||
|
6,000
|
12.5333
|
1/16/2012
|
90
|
(3) |
|
|
2,160
|
|||||||||||||||
|
6,000
|
15.4667
|
1/15/2013
|
1,334
|
(4) |
|
|
32,016
|
|||||||||||||||
|
3,000
|
24.0000
|
1/21/2014
|
||||||||||||||||||||
|
750
|
30.6000
|
1/21/2015
|
||||||||||||||||||||
|
1,066
|
4,268
|
25.2500
|
11/27/2016
|
|||||||||||||||||||
|
H.
Nolan
|
300
|
24.0000
|
1/21/2014
|
1,333
|
(4) |
|
|
31,992
|
||||||||||||||
|
75
|
30.6000
|
1/21/2015
|
||||||||||||||||||||
|
1,066
|
4,267
|
25.2500
|
11/27/2016
|
|||||||||||||||||||
|
J.
Verneuille
|
4,500
|
14.6667
|
1/19/2009
|
169
|
(2) |
|
|
4,056
|
||||||||||||||
|
2,250
|
15.4667
|
1/15/2013
|
34
|
(3) |
|
|
816
|
|||||||||||||||
|
1,125
|
24.0000
|
1/21/2014
|
1,333
|
(4) |
|
|
31,992
|
|||||||||||||||
|
282
|
30.6000
|
1/21/2015
|
||||||||||||||||||||
|
1,066
|
4,267
|
25.2500
|
11/27/2016
|
|||||||||||||||||||
| (1) |
Amounts
based on closing price of our Common Stock as of December 29, 2006
($24.00), as reported on the NASDAQ®.
|
| (2) |
Restricted
stock vested on January 16, 2007.
|
| (3) |
Restricted
stock vests on January 14, 2008.
|
| (4) |
Restricted
stock vests on December 31, 2008.
|
| (5) |
The
remaining unvested stock options vest ratably over four years beginning
December 31, 2007.
|
The
following table sets forth information regarding the value realized by our
NEOs
on option award exercises and stock awards vested during the year ended December
31, 2006.
OPTIONS
EXERCISES AND STOCK VESTED
|
(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
|
8,387
|
$
|
53,311
|
1,170
|
$
|
28,490
|
|||||||
|
H.
Nolan
|
0
|
$
|
0
|
0
|
$
|
0
|
|||||||
|
J.
Verneuille
|
0
|
$
|
0
|
439
|
$
|
10,690
|
|||||||
-22-
The
following table sets forth certain information pertaining to the present
value
of accumulated benefits payable to each of the NEOs, including the number
of
years of service credited to each such NEO, under the Retirement Plan and
the
Supplemental Retirement Plan. The amounts reflected have been determined
using
interest rate and mortality rate assumptions consistent with those used in
the
Company’s financial statements.
PENSION
BENEFITS
|
(a)
|
(b)
|
(c)
|
(d)
|
(e)
|
|||||||||
|
Name
|
Plan
Name
|
Number
of years
credited
service
|
Present
value of
accumulated
benefit
|
Payments
during
Last
Fiscal Year
|
|||||||||
|
T.
Tobin
|
New
York State Bankers Retirement System Volume Submitter Plan as
adopted
by
Bridgehampton National Bank
|
21.1670
|
$
|
1,316,130
|
-
|
||||||||
|
T.
Tobin
|
Bridgehampton
National Bank Supplemental Executive Retirement Plan
|
21.4167
|
$
|
946,692
|
|||||||||
|
H.
Nolan
|
New
York State Bankers Retirement System Volume Submitter Plan as
adopted
by
Bridgehampton National Bank
|
-
|
-
|
-
|
|||||||||
|
J.
Verneuille
|
New
York State Bankers Retirement System Volume Submitter Plan as
adopted
by
Bridgehampton National Bank
|
13.8333
|
$
|
137,653
|
-
|
||||||||
|
J.
Verneuille
|
Bridgehampton
National Bank Supplemental Executive Retirement Plan
|
14.0833
|
$
|
18,700
|
|||||||||
The
Bank
sponsors a defined benefit pension plan covering substantially all employees.
Benefits are based on years of service and the employee’s highest average
compensation during five consecutive years of employment or all years of
service, if less than five. Compensation used to determine benefits is all
wages, tips, and other compensation as reported on form W-2, such as any
amounts
which are treated as salary reduction contributions under a 401(k) plan,
a
cafeteria plan or a qualified flexible benefits plan. The Normal Benefit
Form is
payable as a Single Life Pension with 60 payments guaranteed. There are a
number
of optional forms of benefit available to the above participants, all of
which
are adjusted actuarially.
Participants
are eligible for early retirement upon obtaining age 55. Mr. Tobin is the
only
NEO eligible for early retirement. Early retirement benefits are determined
utilizing actuarial formulas that reduce the pension benefit for each year
under
the normal retirement age of 65.
As
previously disclosed, the Bank maintains a SERP for the benefit of Mr. Tobin
and
Ms. Verneuille. Amounts in the 401(k) Plan portion of the SERP are credited
with
earnings each year in the same percentages as the participant’s account under
the Bank’s 401(k) Plan earns income.
Payments
under the 401(k) Plan portion of the SERP begin within one year after the
participant separates from service with the Bank. Payments under the pension
plan portion of the SERP begin at the same time as distributions are made
to the
participant under the pension plan. In the event of a change in control of
the
Bank, the SERP will be terminated and amounts will be paid to participants
in a
single lump sum payment on the date of the change in control.
-23-
The
following table shows as of December 31, 2006, Bank contributions and earnings,
and the aggregate vested account balances of Mr. Tobin and Ms. Verneuille
under
the 401(k) Plan portion of the SERP. The vested balances of Mr. Tobin and
Ms.
Verneuille under the pension plan portion of the SERP are included in the
Pension Benefits table.
NONQUALIFIED
DEFERRED COMPENSATION
|
(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
|
|||||||||||
|
T.
Tobin
|
-
|
$
|
13,766
|
$
|
14,390
|
-
|
$
|
123,811
|
||||||||
|
H.
Nolan
|
-
|
-
|
-
|
-
|
-
|
|||||||||||
|
J.
Verneuille
|
-
|
$
|
7,055
|
$
|
1,231
|
-
|
$
|
30,920
|
||||||||
POTENTIAL
PAYMENT UPON TERMINATION OR A CHANGE IN CONTROL
Under
the
terms of their employment agreements, the NEOs are entitled to certain payments
upon a termination of employment, including a termination of employment
following a change in control. Additionally, the vesting of options and stock
awards may accelerate upon a termination of employment or upon a change in
control. Set forth below is information as of December 31, 2006, regarding
potential payments to the NEOs following a termination of
employment.
In
addition, the NEOs are entitled to certain retirement benefits under plans
maintained by the Bank or the Company that are not conditioned on a termination
of employment or a change in control of the Bank or the Company. Mr. Tobin
and
Ms. Verneuille are participants in the SERP described in the Nonqualified
Deferred Compensation section of this proxy, in which their benefits are
fully
vested as of December 31, 2006. Details regarding their vested benefits in
the
SERP are disclosed in the Pension Benefits table and the Nonqualified Deferred
Compensation table of this proxy.
|
Involuntary
Termination
|
Involuntary
Termination
after
Change
in Control
|
Disability
|
Death
|
||||||||||
|
Thomas
J. Tobin
|
|||||||||||||
|
2006
Stock Based Incentive Plan (1)
|
-
|
$
|
44,976
|
$
|
44,976
|
$
|
44,976
|
||||||
|
Employment
Agreement
|
$
|
1,128,667(2)
|
|
$
|
1,228,468(3)
|
|
$
|
328,139(4)
|
|
-
|
|||
|
Howard
H. Nolan
|
|||||||||||||
|
2006
Stock Based Incentive Plan (5)
|
-
|
$
|
31,992
|
$
|
31,992
|
$
|
31,992
|
||||||
|
Employment
Agreement
|
$
|
212,000(6)
|
|
$
|
572,810(7)
|
|
$
|
239,920(8)
|
|
-
|
|||
|
Janet
T. Verneuille
|
|||||||||||||
|
2006
Stock Based Incentive Plan (9)
|
-
|
$
|
36,864
|
$
|
36,864
|
$
|
36,864
|
||||||
|
Employment
Agreement
|
$
|
409,823(10)
|
|
$
|
457,399(11)
|
|
$
|
212,420(12)
|
|
-
|
|||
| (1) |
This
amount represents 1,874 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, 2006, Mr. Tobin was 62 years of age,
and not
eligible for retirement. The shares were valued at $24 per share
on
December 31, 2006. Amount excludes the value of all unvested stock
options
where the
|
-24-
|
exercise
price exceeds $24 per share.
|
| (2) |
This
amount represents the sum of (i) 3 times Mr. Tobin’s 2006 base salary of
$310,000, (ii) Bank contributions to continued health and medical
coverage
for 36 months, and (iii) contributions or payments to benefit plans
of the
Bank that would have been made on Mr. Tobin’s behalf as if he had
continued working for 36 months following termination of employment.
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.
|
| (3) |
The
estimated severance to Mr. Tobin on a change in control would not
trigger
an “excess parachute payment” under Code Section 280G. Therefore, no tax
“gross up” payment is required under the employment
agreement.
|
| (4) |
In
the event of his disability, Mr. Tobin 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. Tobin would receive for such 2-year period,
less
amounts payable under any disability
programs.
|
| (5) |
This
amount represents 1,333 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, 2006, Mr. Nolan was 46 years of age.
The
shares were valued at $24 per share on December 31, 2006. Amount
excludes
the value of all unvested stock options where the exercise price
exceeds
$24 per share.
|
| (6) |
This
amount represents the sum of (i) the greater of Mr. Nolan’s base salary
for the remainder of the “initial period” (e.g., first 18 months) of his
employment agreement, or 1/2 of his 2006 base salary of $200,000,
and (ii)
Bank contribution to continued health and medical coverage for
the greater
of 6 months or the remainder of the initial 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.
|
| (7) |
The
estimated severance and value of other benefits to Mr. Nolan under
his
employment agreement on a change in control is $572,810, which
amount has
been reduced in order to avoid an excess parachute payment under
Code
Section 280G.
|
| (8) |
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,
less
amounts payable under any disability
programs.
|
| (9) |
This
amount represents 1,536 unvested restricted stock awards that were
granted
to Ms. Verneuille. 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, 2006, Ms. Verneuille was
46 years
of age. The shares were valued at $24 per share on December 31,
2006.
Amount excludes the value of all unvested stock options where the
exercise
price exceeds $24 per share.
|
| (10) |
This
amount represents the sum of (i) 2 times Ms. Verneuille’s 2006 base salary
of $175,000, (ii) Bank contributions to continued health and medical
coverage for 24 months, and (iii) contributions or payments to
benefit
plans of the Bank that would have been made on Ms. Verneuille’s behalf as
if she had continued working for 24 months following termination
of
employment. 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
restriction and her agreement not to disclose any confidential
information.
|
| (11) |
The
estimated severance to Ms. Verneuille on a change in control would
not
trigger an “excess parachute payment” under Code Section 280G. Therefore,
no tax “gross up” payment is required under the employment agreement.
|
| (12) |
In
the event of her disability, Ms. Verneuille will receive her 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 Ms. Verneuille would receive for such
2-year
period, less amounts payable under any disability
programs.
|
DIRECTOR
COMPENSATION
Cash
Compensation Paid to Board Members
Directors
of the Company are not compensated separately for their services as members
of
the Board of Directors of the Company. All of the members of the Board of
Directors of the Company also serve on the Board of the Bank, for which they
are
compensated. As of January 1, 2006, each outside (non-employee) Director
receives an annual fee of $7,500 from the Bank. The Chairperson of the Board
of
Directors receives an additional annual fee of $4,500. The Vice Chairperson
of
the Board of Directors, and the Chairperson of the Audit Committee, receives
an
additional annual fee of $2,500. All Outside Directors are compensated $500
for
each Board meeting. Directors who are members of the Audit
-25-
Committee
are compensated $400 per meeting attended. Directors who are members of the
Compensation/Personnel Committee are compensated $400 per meeting attended.
Directors are compensated
$300 for all other Committee meetings attended.
Stock
Option Program
During
2006 the outside Directors were eligible to receive equity incentive awards;
however, none were granted.
Director
Summary Compensation Table
The
following table sets forth information pertaining to the compensation paid
by
the Company to non-employee Directors for the fiscal year ended December
31,
2006.
|
(a)
|
(b)
|
(c)
|
(d)
|
(e)
|
(f)
|
(g)
|
|||||||||||||
|
Name
(1)
|
Fees
Earned
or
Paid in
Cash
($)
|
Stock
Awards
($)
|
Option
Awards
($)
(2)
|
Change
in
Pension
Value
and
Deferred
Compensation
Earnings
($)
|
All
Other
Compensation
($)
|
Total
($)
|
|||||||||||||
|
Thomas
E. Halsey
|
$
|
25,325
|
|
$
|
0
|
|
$
|
0
|
|
$
|
0
|
|
$
|
0
|
|
$
|
25,325
|
||
|
Marcia
Z. Hefter
|
$
|
27,300
|
|
$
|
0
|
|
$
|
0
|
|
$
|
0
|
|
$
|
0
|
|
$
|
27,300
|
||
|
R.
Timothy Maran
|
$
|
20,500
|
|
$
|
0
|
|
$
|
0
|
|
$
|
0
|
|
$
|
0
|
|
$
|
20,500
|
|
|
|
Charles
I. Massoud
|
|
$
|
24,100
|
|
$
|
0
|
|
$
|
0
|
|
$
|
0
|
|
$
|
0
|
|
$
|
24,100
|
|
|
Dennis
A. Suskind
|
|
$
|
24,000
|
|
$
|
0
|
|
$
|
0
|
|
$
|
0
|
|
$
|
0
|
|
$
|
24,000
|
|
|
Raymond
Wesnofske
|
|
$
|
26,900
|
|
$
|
0
|
|
$
|
0
|
|
$
|
0
|
|
$
|
0
|
|
$
|
26,900
|
|
| (1) |
Thomas
J. Tobin, the Company’s President and Chief Executive Officer, and Howard
H. Nolan, the Company’s Senior Executive Vice President and Chief
Operating Officer, are not included in this table as they are employees
of
the Company. The compensation received by Messrs. Tobin and Nolan
are
shown in the Summary Compensation
Table.
|
| (2) |
Under
the 1996 Equity Incentive Plan option awards have been granted
to the
Directors and are outstanding to the Directors in the following
amounts:
Thomas E. Halsey has1,575 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.
|
-26-
ITEM
2 - RATIFICATION OF THE APPOINTMENT OF THE INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM
Crowe
Chizek and Company LLC (“Crowe Chizek”), was the Independent Registered Public
Accounting Firm of the Company for the year ended December 31, 2006, and
has
been selected to serve as the Company’s Independent
Registered Public Accounting Firm
for
2007. Representatives of Crowe Chizek are expected to be present at the Annual
Meeting. They will have an opportunity to make a statement if they so desire
and
are expected to be available to respond to appropriate questions from
shareholders.
Shareholder
ratification of the selection of Crowe Chizek is not required by the Company’s
bylaws or otherwise. However, the Board is submitting the selection of the
Independent Registered Public Accounting Firm to the shareholders for
ratification as a matter of good corporate practice. If the shareholders
fail to
ratify the selection of Crowe Chizek, the Audit Committee will reconsider
whether or not to retain that firm. Even if the selection is ratified, the
Audit
Committee in its discretion may direct the appointment of a different
Independent Registered Public Accounting Firm at any time during the year
if it
determines that such change is in the best interests of the Company and its
shareholders.
FEES
PAID TO CROWE
CHIZEK
Set
forth
below is certain information concerning aggregate fees billed for professional
services rendered by Crowe Chizek during 2006 and 2005:
Audit
Fees. The
audit
fees billed for professional services rendered by Crowe Chizek for the audit
of
the Company’s annual consolidated financial statements for the most recent
fiscal year, for the review of the financial statements included in the
Company’s Quarterly Reports on Form 10-Q, and for the audits of internal control
over financial reporting and management’s assessment of internal control over
financial reporting for the most recent fiscal year were $178,500. For the
2005
fiscal year, such fees were $164,500.
Audit
Related Fees. Crowe
Chizek did not provide any services to the Company relating to assurance
and
related services that are reasonably related to the performance of the audit
and
the review of the financial statements that are not already reported in Audit
Fees above during the fiscal years ended December 31, 2006 and 2005.
Tax
Fees. Crowe
Chizek did not provide any services to the Company relating to tax compliance,
tax advice and tax planning during the fiscal years ended December 31, 2006
and
2005.
All
Other Fees. Crowe
Chizek did not provide any other services to the Company during the fiscal
years
ended December 31, 2006 and 2005.
POLICY
ON AUDIT COMMITTEE PRE-APPROVAL OF AUDIT AND NON-AUDIT SERVICES
OF THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
The
Audit
Committee has adopted policies and procedures for the pre-approval of the
above
fees. All requests for services to be provided by Crowe Chizek are submitted
to
the director of internal audit, who subsequently requests pre-approval from
the
Audit Committee Chairperson. A schedule of approved services is then reviewed
and approved by the entire Audit Committee at the next Audit Committee
meeting.
-27-
REQUIRED
VOTE AND RECOMMENDATION OF THE BOARD OF DIRECTORS
In
order
to ratify the selection of Crowe Chizek and Company LLC as the Company’s
Independent Registered Public Accounting Firm for the 2007 fiscal year, the
proposal must receive the affirmative vote of at least a majority of the
votes
cast at the Annual Meeting, either in person or by proxy.
THE
BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” THE RATIFICATION OF
CROWE
CHIZEK AND COMPANY LLC AS THE COMPANY’S INDEPENDENT
REGISTERED
PUBLIC ACCOUNTING FIRM.
SHAREHOLDER
PROPOSALS
In
order
to be eligible for inclusion in the proxy materials for next year’s Annual
Meeting of Shareholders, any shareholder proposal to take action at such
meeting
must be received at the Company’s executive office, 2200 Montauk Highway, P.O.
Box 3005, Bridgehampton, New York 11932, no later than November 23, 2007.
Any
such proposals shall be subject to the requirements of the proxy rules adopted
under the Exchange Act.
ADVANCE
NOTICE OF NOMINATIONS TO BE BROUGHT BEFORE AN ANNUAL
MEETING
The
Company’s Bylaws provide an advance notice procedure for certain business, or
nominations to the Board of Directors, to be brought before an annual meeting
of
shareholders. In order for a shareholder to properly bring business before
an
annual meeting, the shareholder must give written notice to the Corporate
Secretary not less than 90
days
prior to the date of the Company’s proxy materials for the preceding year’s
annual meeting; provided, however, that if the date of the annual meeting
is
advanced more than 30 days prior to or delayed by more than 30 days after
the
anniversary of the preceding year’s annual meeting, notice by the shareholder to
be timely must be so delivered not later than the close of business on the
tenth
day following the day on which public announcement of the date of such annual
meeting is first made. The
Bylaws require that the notice must include, among other things, the
shareholder’s name, record address, and number of shares owned, describe briefly
the proposed business, the reasons for bringing the business before the annual
meeting, and any material interest of the shareholder in the proposed business.
Nothing in this paragraph shall be deemed to require the Company to include
in
its annual meeting proxy statement any shareholder proposal that does not
meet
all
of
the requirements for inclusion established by the Securities and Exchange
Commission in effect at the time such proposal is received.
In
accordance with the foregoing, advance notice for certain business or
nominations to the Board of Directors to be brought before the 2008 Annual
Meeting of Shareholders must be given to the Company by December 21,
2007.
-28-
OTHER
MATTERS
The
Board
of Directors is not aware of any business to come before the Annual Meeting
other than the matters described above in this proxy statement. However,
if any
matters should properly come before the Annual Meeting, it is intended that
holders of the proxies will act in accordance with their best
judgment.
Whether
you intend to be present at this meeting or not, you are urged to return
your
signed proxy
promptly. For your convenience, you may also cast your vote
electronically.
Thank
you
for your continued interest in and support of Bridge Bancorp, Inc.
AN
ADDITIONAL COPY OF THE COMPANY’S ANNUAL REPORT ON FORM 10-K FOR THE YEAR ENDED
DECEMBER 31, 2006, WILL BE FURNISHED WITHOUT CHARGE TO SHAREHOLDERS AS OF
THE
RECORD DATE UPON WRITTEN OR TELEPHONIC REQUEST TO SANDRA K. NOVICK, SENIOR
VICE
PRESIDENT AND CORPORATE SECRETARY, 2200
MONTAUK HIGHWAY, P.O. BOX 3005, BRIDGEHAMPTON, NEW YORK
11932,
OR CALL (631) 537-1001, EXT. 7230.
By
Order
of the Board of Directors
Sandra
K.
Novick
Senior
Vice President and Corporate Secretary
Bridgehampton,
New York
March
23,
2007
-29-
