CENTRAL
JERSEY BANCORP
1903
Highway 35
Oakhurst,
New Jersey 07755
(732)
663-4000
April 29,
2010
Dear
Shareholder:
You are
cordially invited to attend the annual meeting of shareholders of Central Jersey
Bancorp to be held at Branches Catering Hall, located at 123 Monmouth Road
(Route 71), West Long Branch, New Jersey, on Wednesday, May 26, 2010 at 9:00
a.m., local time.
At the
annual meeting, you will be asked to elect nine nominees for director, vote on a
non-binding advisory resolution approving the compensation of the named
executive officers of Central Jersey Bancorp which is described in the
accompanying Proxy Statement and consider and act upon such other business as
may properly come before the annual meeting or any adjournment or postponement
thereof.
It is
important that your shares of Central Jersey Bancorp common stock are
represented at the annual meeting, whether or not you attend the annual meeting
in person and regardless of the number of shares you own. To ensure
that your shares of common stock are represented, we urge you to complete, sign,
date and return your proxy card in the enclosed postage prepaid
envelope. If you attend the annual meeting, you may vote in person
even if you have previously submitted a proxy. Your prompt attention
is greatly appreciated.
Very
truly yours,
|
/s/
Robert S. Vuono
|
|
Robert
S. Vuono
|
Secretary
|
CENTRAL
JERSEY BANCORP
1903
Highway 35
Oakhurst,
New Jersey 07755
(732)
663-4000
______________________________
NOTICE
OF ANNUAL MEETING OF SHAREHOLDERS
To
Be Held On May 26, 2010
______________________________
To the
Shareholders of
Central
Jersey Bancorp:
NOTICE IS
HEREBY GIVEN, that the annual meeting of shareholders (the “Annual Meeting”) of
Central Jersey Bancorp will be held at Branches Catering Hall, located at 123
Monmouth Road (Route 71), West Long Branch, New Jersey, on Wednesday, May 26,
2010 at 9:00 a.m., local time, for the following purposes:
|
1.
|
To
elect nine nominees for director who will serve on the Board of Directors
of Central Jersey Bancorp for the following year and until their
successors have been elected and
qualify;
|
|
2.
|
To
vote on a non-binding advisory resolution approving the compensation of
the named executive officers of Central Jersey Bancorp as described in the
accompanying Proxy Statement; and
|
|
3.
|
To
transact such other business as may properly come before the Annual
Meeting, or any adjournment or postponement
thereof.
|
Shareholders
of record at the close of business on April 1, 2010 are entitled to notice of
and to vote at the Annual Meeting and at any adjournment or postponement
thereof.
Whether
or not you expect to attend the Annual Meeting, please complete, sign and date
the enclosed proxy card and return it in the accompanying postage prepaid
envelope. You may revoke your proxy either by written notice to
Central Jersey Bancorp, by submitting a proxy card dated as of a later date or
in person at the Annual Meeting. The Board of Directors of Central
Jersey Bancorp recommends that you vote “
FOR
” the election of each
nominee for director and the non-binding advisory resolution approving the
compensation of the named executive officers of Central Jersey Bancorp as
described in the accompanying Proxy Statement.
By
Order of the Board of Directors
|
/s/
Robert S. Vuono
|
Robert
S. Vuono
|
Secretary
|
YOU
ARE CORDIALLY INVITED TO ATTEND THE ANNUAL MEETINGOF
SHAREHOLDERS. HOWEVER, TO ENSURE YOUR REPRESENTATION AT THE
ANNUAL MEETING, YOU ARE URGED TO SIGN AND DATE THE ACCOMPANYING PROXY CARD
AND MAIL IT AT ONCE IN THE ENCLOSED ENVELOPE. PROMPT RESPONSE
IS HELPFUL AND YOUR COOPERATION WILL BE
APPRECIATED.
|
CENTRAL
JERSEY BANCORP
________________________________________________________
PROXY
STATEMENT
FOR
ANNUAL
MEETING OF SHAREHOLDERS
________________________________________________________
General
Information
This
Proxy Statement is being furnished to the holders of shares of Central Jersey
Bancorp common stock, with a par value of $.01 per share (“Common Stock”), in
connection with the solicitation of proxies by the Board of Directors of Central
Jersey Bancorp (the “Board” or “Board of Directors”) for use at the annual
meeting of shareholders of Central Jersey Bancorp to be held at 9:00 a.m. on
Wednesday, May 26, 2010 at Branches Catering Hall, located at 123 Monmouth Road
(Route 71), West Long Branch, New Jersey (the “Annual Meeting”). The
Board of Directors has fixed the close of business on April 1, 2010 as the
record date for the determination of shareholders entitled to notice of and to
vote at the Annual Meeting.
This
Proxy Statement and the enclosed proxy card are being mailed to shareholders on
or about April 29, 2010.
At the
Annual Meeting, shareholders of Central Jersey Bancorp will consider and vote on
the following matters:
|
1.
|
The
election of nine nominees for director who will serve on the Board of
Directors for the following year and until their successors have been
elected and qualify;
|
|
2.
|
A
non-binding advisory resolution approving the compensation of the Named
Executive Officers (as hereinafter defined) of Central Jersey Bancorp as
described herein; and
|
|
3.
|
Any
other business as may properly come before the Annual Meeting or any
adjournment or postponement
thereof.
|
Shareholders
may revoke the authority granted by their execution of proxies at any time
before the effective exercise of such proxies by filing written notice of such
revocation with the secretary of the Annual Meeting. Presence at the
Annual Meeting does not, in and of itself, revoke the proxy. Also,
any grant of a proxy subsequent to an earlier grant of a proxy, revokes the
earlier proxy. All shares of Common Stock represented by executed and
unrevoked proxies will be voted in accordance with the specifications
therein. Proxies submitted without specification will be voted “
FOR
”
the election of each
nominee for director and the non-binding advisory resolution approving the
compensation of the Named Executive Officers as described
herein. Neither the Board nor management of Central Jersey Bancorp is
aware, to date, of any matter being presented at the Annual Meeting other than
the election of directors and the non binding advisory vote on compensation of
the Named Executive Officers, but, if any other matter is properly presented,
the persons named in the proxy will vote thereon according to their best
judgment.
Proxies
for use at the Annual Meeting are being solicited by the Board of
Directors. The cost for preparing, assembling and mailing the proxy
materials is to be borne by Central Jersey Bancorp. It is not
anticipated that any compensation will be paid for soliciting proxies, and
Central Jersey Bancorp does not intend to employ specially engaged personnel in
the solicitation of proxies. It is contemplated that proxies will be
solicited principally through the mail, but directors, officers and employees of
Central Jersey Bancorp, without additional compensation, may solicit proxies
personally or by telephone, telegraph, facsimile transmission or special
letter.
Voting
Securities
Shareholders of record at the close of
business on April 1, 2010 are entitled to one vote for each share of Common
Stock then held by them. As of that date, Central Jersey Bancorp had
9,256,975 shares of Common Stock issued and outstanding. The
presence, in person or by proxy, of at least a majority of the total number of
outstanding shares of Common Stock entitled to be voted at the Annual Meeting is
necessary to constitute a quorum at the Annual Meeting. Abstentions
and broker non-votes will be counted as shares present and entitled to be voted
at the Annual Meeting for the purpose of determining the existence of a
quorum.
Directors
will be elected by a plurality of the votes cast at the Annual Meeting whether
in person or by proxy. The approval of the non-binding advisory
resolution approving the compensation of the Named Executive Officers as
described herein will require the affirmative vote of a majority of the votes
cast at the Annual Meeting, whether voted in person or by proxy. All
votes will be tabulated by the inspector of election appointed at the Annual
Meeting who will separately tabulate affirmative votes, negative votes,
abstentions and broker non-votes. Under New Jersey law, any proxy
submitted and containing an abstention or broker non-vote will not be counted as
a vote cast on any matter to which it relates.
IMPORTANT
MESSAGE REGARDING INTERNET AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL
MEETING OF SHAREHOLDERS TO BE HELD ON MAY 26, 2010: This Proxy Statement
and the Central Jersey Bancorp Annual Report to Shareholders for the year
ended December 31, 2009 are available at
http://www.cfpproxy.com/4562.
|
Principal
Shareholders and Security Ownership of Management
The
following table sets forth information as of April 1, 2010, with respect to the
beneficial ownership (as defined in Rule 13d-3 of the Securities Exchange Act of
1934, as amended (the “Exchange Act”)) of Central Jersey Bancorp’s Common Stock,
by (1) each director and nominee for director of Central Jersey Bancorp, (2)
each Named Executive Officer for the year ended December 31, 2009, (3) each
person or group of persons known by Central Jersey Bancorp to be the beneficial
owner of greater than 5% of Central Jersey Bancorp’s outstanding Common Stock,
and (4) all directors and executive officers of Central Jersey Bancorp as a
group. Beneficial ownership is determined in accordance with the
rules of the Securities and Exchange Commission (the “SEC”) and generally
includes voting or investment power with respect to
securities. Except as indicated by footnote, the persons named in the
table below have sole voting power and investment power with respect to the
shares of Common Stock shown as beneficially owned by them.
|
|
Beneficial
Ownership of
Central
Jersey Bancorp’s
Common
Stock
|
|
Name of Beneficial
Owner (1)
|
|
|
|
|
|
|
James
G. Aaron, Esq. (3)(4)
|
|
|
257,186
|
|
|
|
2.77
|
%
|
Mark
R. Aikins, Esq. (3)(5)
|
|
|
122,437
|
|
|
|
1.32
|
%
|
John
A. Brockriede (3)(6)
|
|
|
496,813
|
|
|
|
5.35
|
%
|
George
S. Callas (3)(7)
|
|
|
196,458
|
|
|
|
2.11
|
%
|
Paul
A. Larson, Jr. (3)(8)
|
|
|
86,118
|
|
|
|
*
|
|
John
F. McCann (3)(9)
|
|
|
206,815
|
|
|
|
2.22
|
%
|
Carmen
M. Penta, C.P.A. (3)(10)
|
|
|
109,010
|
|
|
|
1.17
|
%
|
Mark
G. Solow (3)(11)
|
|
|
191,511
|
|
|
|
2.06
|
%
|
James
S. Vaccaro (3)(12)(13)
|
|
|
232,624
|
|
|
|
2.47
|
%
|
|
|
Beneficial
Ownership of
Central
Jersey Bancorp’s
Common
Stock
|
|
Name of Beneficial
Owner (1)
|
|
|
|
|
|
|
Robert
S. Vuono (3)(14)(15)
|
|
|
114,362
|
|
|
|
1.22
|
%
|
Anthony
Giordano, III (16)(17)
|
|
|
81,392
|
|
|
|
*
|
|
Linda
J. Brockriede (18)
|
|
|
496,813
|
|
|
|
5.35
|
%
|
All
Directors and Executive Officers
as
a Group (11 persons) (4)(5)(6)(7)(8)(9)(10)(11)
(13)(15)(17)
|
|
|
2,094,726
|
|
|
|
21.21
|
%
|
_______________________________________
*
|
Indicates
less than 1%.
|
(1)
|
All
directors and officers listed in this table maintain a mailing address at
1903 Highway 35, Oakhurst, New Jersey 07755. The only nominees
for director are persons currently serving as
directors.
|
(2)
|
In
accordance with Rule 13d-3 of the Exchange Act, a person is deemed to be
the beneficial owner, for purposes of this table, of any shares of Central
Jersey Bancorp’s Common Stock if he or she has voting or investment power
with respect to such security. This includes shares (a) subject
to options exercisable within 60 days, and (b)(1) owned by a spouse, (2)
owned by other immediate family members, or (3) held in trust or held in
retirement accounts or funds for the benefit of the named individuals,
over which shares the person named in the table may possess voting and/or
investment power.
|
(3)
|
Such
person currently serves as a director of Central Jersey
Bancorp.
|
(4)
|
Includes
44,259 shares subject to currently exercisable stock options; 27,545
shares held in an Individual Retirement Account with Morgan Stanley for
the benefit of Mr. Aaron; and 18,336 shares registered in the name of Mr.
Aaron as trustee for the Trust Under the Will of Leslie B. Aaron, Mr.
Aaron’s father. Mr. Aaron disclaims any beneficial ownership of
the shares held in the aforementioned trust. Also includes
44,019 shares registered in the name of ERBA Co., Inc., in which Mr. Aaron
has an ownership interest and serves as vice president. Mr.
Aaron disclaims beneficial ownership of these securities except to the
extent of his ownership interest in ERBA Co., Inc. Also
includes 48,993 shares registered in the name of the Aaron Family Limited
Partnership, of which Mr. Aaron is a partner. Mr. Aaron
disclaims beneficial ownership of these securities except to the extent of
his partnership interest in the Aaron Family Limited
Partnership. Also includes 7,680 shares registered in the name
of the David Ritter Trust and 7,680 shares registered in the name of the
Randy Ritter Trust, of which Mr. Aaron is a trustee. Mr. Aaron
disclaims any beneficial ownership of the shares held in these
trusts. Also includes 22,544 shares held in trusts for the
benefit of Mr. Aaron’s family members of which Mr. Aaron’s wife is
trustee; 3,361 shares registered in the name of Mr. Aaron’s wife; and
9,653 shares held in an Individual Retirement Account with Morgan Stanley
for the benefit of Mr. Aaron’s wife. Mr. Aaron disclaims
beneficial ownership of the shares held in these trusts, the shares held
by his wife and the shares held for the benefit of his
wife.
|
(5)
|
Includes
44,259 shares subject to currently exercisable stock options; 77,117
shares held in a Simplified Employee Pension/Individual Retirement Account
by Merrill Lynch as custodian for the benefit of Mr. Aikins; and 1,061
shares held by Mr. Aikins for the benefit of his children under the
Uniform Transfers to Minors Act, as to which shares he disclaims any
beneficial interest.
|
(6)
|
Includes
25,422 shares subject to currently exercisable stock
options. Also includes 20,534 shares held in an Individual
Retirement Account and 3,899 shares held in a Simplified Employee Pension
Plan both by UBS as custodian for the benefit of Mr. Brockriede, and 3,202
shares held in an Individual Retirement Account by UBS for the benefit of
Mr. Brockriede’s wife. Mr. Brockriede disclaims beneficial
ownership of the shares held in the Individual Retirement Account for the
benefit of his wife. Includes 127,281 shares held by CJM
Management, L.L.C., of which Mr. Brockriede is an Administrative
Member. Mr. Brockriede disclaims beneficial ownership of these
shares except to the extent of his ownership interest in CJM Management,
L.L.C. Also includes 296,388 shares held jointly with Mr.
Brockriede’s wife through a broker, 2,488 shares held jointly with Mr.
Brockriede’s wife directly and 16,355 shares held in trusts for the
benefit of Mr. Brockriede’s family members of which Mr. Brockriede’s wife
is trustee. Mr. Brockriede disclaims beneficial ownership of
the shares held in these trusts.
|
(7)
|
Includes
50,690 shares subject to currently exercisable stock options and 6,748
shares held by Mr. Callas’ wife. Mr. Callas disclaims
beneficial ownership of the shares held by his
wife.
|
(8)
|
Includes
34,719 shares subject to currently exercisable stock
options. Also includes 8,437 shares held jointly with Mr.
Larson’s wife.
|
(9)
|
Includes
44,259 shares subject to currently exercisable stock options; and 15,312
shares held in an Individual Retirement Account with Charles Schwab for
the benefit of Mr. McCann. Also includes 16,879 shares held by
Mr. McCann’s wife, as to which shares he disclaims beneficial
ownership.
|
(10)
|
Includes
38,579 shares subject to currently exercisable stock options and 151
shares held jointly with Mr. Penta’s wife. Also includes 7,907
shares held by Mr. Penta’s wife as to which shares Mr. Penta disclaims
beneficial ownership.
|
(11)
|
Includes
44,259 shares subject to currently exercisable stock
options.
|
(12)
|
Mr.
Vaccaro is a Named Executive Officer and serves as the Chairman of the
Board, President and Chief Executive Officer of Central Jersey
Bancorp.
|
(13)
|
Includes
151,836 shares subject to currently exercisable stock options; 43,099
shares held by Citi, Smith Barney as custodian for the benefit of the
James S. Vaccaro Simplified Employee Pension; 11,461 shares held pursuant
to the 401(k) plan of Central Jersey Bank, N.A. for the benefit of Mr.
Vaccaro; and 1,349 shares held by Mr. Vaccaro’s daughter who resides with
him. Mr. Vaccaro disclaims any beneficial interest to the
shares held by his daughter.
|
(14)
|
Mr.
Vuono is a Named Executive Officer and serves as Senior Executive Vice
President, Chief Operating Officer and Secretary of Central Jersey
Bancorp.
|
(15)
|
Includes
86,510 shares subject to currently exercisable stock options and 13,077
shares held for the benefit of Mr. Vuono in an Individual Retirement
Account with Bank of America Investment Services,
Inc.
|
(16)
|
Mr.
Giordano is a Named Executive Officer and serves as Senior Executive Vice
President, Chief Financial Officer, Treasurer and Assistant Secretary of
Central Jersey Bancorp.
|
(17)
|
Includes
55,548 shares subject to currently exercisable stock options; 2,652 shares
held by Charles Schwab & Co. in an Individual Retirement Account for
the benefit of Mr. Giordano; 2,756 shares held in a Simplified Employee
Pension by Charles Schwab & Co. for the benefit of Mr. Giordano’s
wife, as to which shares he disclaims any beneficial interest; 16,138
shares held pursuant to the 401(k) plan of Central Jersey Bank, N.A. for
the benefit of Mr. Giordano; 2,401 shares held by Charles Schwab & Co.
in an Individual Retirement Account for the benefit of Mr. Giordano’s
wife, as to which shares he disclaims any beneficial interest; 597 shares
held by Mr. Giordano as custodian for his son under the Uniform Transfers
to Minors Act, as to which shares he disclaims any beneficial interest;
and 1,300 shares held in Education IRAs for the benefit of Mr. Giordano’s
sons, as to which shares he disclaims any beneficial
interest.
|
(18)
|
Includes 296,388 shares held
jointly with Mrs. Brockriede’s husband, John A. Brockriede, through a
broker; 2,488 shares held jointly with John A. Brockriede directly; 1,244
shares held by John A. Brockriede directly; 16,355 shares held in trusts
for the benefit of Mrs. Brockriede’s family members of which Mrs.
Brockriede is trustee; 25,422 shares subject to currently exercisable
stock options previously granted to John A. Brockriede; 20,534 shares held
in an Individual Retirement Account and 3,899 shares held in a Simplified
Employee Pension Plan both by UBS as custodian for the benefit of John A.
Brockriede; 3,202 shares held in an Individual Retirement Account by UBS
for the benefit of Mrs. Brockriede; and 127,281 shares held by CJM
Management, L.L.C., of which John A. Brockriede is an Administrative
Member. Mrs. Brockriede disclaims beneficial ownership to all
of the aforementioned securities with the exception of those held jointly
with her husband and the securities held in an Individual Retirement
Account for her benefit. Mrs. Brockriede maintains a mailing
address at 450 Broadway, Long Branch, New Jersey
07740.
|
ITEM
1 - ELECTION OF DIRECTORS
The
By-laws of Central Jersey Bancorp provide that the number of directors shall not
be less than three directors, nor more than fifteen directors, and permit the
exact number of directors to be determined from time to time by the
Board. Currently, the Board has fixed the number of directors at
nine.
Nomination
Process
The
Nominating and Corporate Governance Committee of the Board of Directors is
principally responsible for: (1) determining the slate of director nominees for
election to the Board of Directors; (2) identifying and recommending candidates
to fill vacancies occurring between annual shareholder meetings; (3) reviewing
the composition of Board committees; and (4) reviewing Central Jersey Bancorp’s
policies and programs that relate to matters of corporate responsibility,
including public issues of significance to Central Jersey Bancorp and its
shareholders. The Nominating and Corporate Governance Committee is to
annually review with the Board the applicable skills and characteristics
required of Board nominees in the context of current Board composition and
company circumstances.
In making
its recommendations to the Board, the Nominating and Corporate Governance
Committee considers, among other things, the qualifications of individual
director candidates, without a particular focus on diversity. The
Nominating and Corporate Governance Committee collaborates with the Board to
determine the appropriate characteristics, skills, and experiences for the Board
as a whole and its individual members with the objective of having a Board with
strong backgrounds and experience in business, government, education and public
service. In evaluating the suitability of individual Board members,
the Nominating and Corporate Governance Committee takes into account many
factors, including a candidate’s general understanding of marketing, finance and
other disciplines relevant to the success of a publicly traded company in
today’s business environment; understanding of Central Jersey Bancorp’s business
and technology; educational and professional background; and personal
accomplishment. The Nominating and Corporate Governance Committee
evaluates each individual in the context of the Board as a whole, with the
objective of recommending a group that can best perpetuate the success of
Central Jersey Bancorp’s business and represent shareholder interests through
the exercise of sound judgment, using its members’ diversity of
experience. In determining whether to recommend a director for
re-election, the Nominating and Corporate Governance Committee considers the
director’s past attendance at meetings and participation in and contributions to
the activities of the Board.
The
Nominating and Corporate Governance Committee will also consider nominees for
director suggested by shareholders of Central Jersey Bancorp applying the same
criteria for nominees described above and considering the additional information
required below. Any shareholder nominee for director for
consideration by the Nominating and Corporate Governance Committee must be
received by Central Jersey Bancorp for the 2011 annual meeting of shareholders
at its principal executive offices located at 1903 Highway 35, Oakhurst, New
Jersey 07755 no later than December 31, 2010 and must be accompanied by the
following information: (1) the name and contact information for the nominee; (2)
a statement of the nominee’s business experience and educational background; (3)
a detailed description describing any relationship between the nominee and the
proposing shareholder; (4) a statement by the shareholder explaining why he, she
or it believes that the nominee is qualified to serve on the Board and how his
or her service would benefit Central Jersey Bancorp; and (5) a statement that
the nominee is willing to be considered and willing to serve as a director of
Central Jersey Bancorp if nominated and elected. The Board retains
complete discretion for making nominations for election as a member of the
Board.
Nominees
It is
intended that the proxies solicited by the Board will be voted “
FOR
” the nine nominees for
director listed below in the section captioned “Board of Directors” (unless a
shareholder otherwise directs). If, for any reason, any of the
nominees for director becomes unavailable for election to or service on the
Board, the proxies solicited by the Board of Directors will be voted for such
substituted nominee(s) as is (are) selected by the Board of
Directors. The Board has no reason to believe that any of the named
nominees are not available or will not serve if elected. Each nominee
for director currently serves as a director of Central Jersey Bancorp and its
bank subsidiary, Central Jersey Bank, N.A. Directors will be elected
by a plurality of the votes cast at the Annual Meeting whether in person or by
proxy. Effective January 1, 2008, James S. Vaccaro became the
Chairman of the Board and will continue to serve in such capacity, subject to
his election as a director at the Annual Meeting.
THE
BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE “FOR” THE NOMINEES FOR
DIRECTOR.
Board
of Directors
Each
nominee for director currently serves as a director of Central Jersey Bancorp
and has been nominated to serve for an additional one year term to expire at the
next annual meeting of shareholders of Central Jersey Bancorp. The
name, age, principal occupation or employment and biographical information of
each person nominated to serve as a member of the Board of Directors of Central
Jersey Bancorp is set forth below:
Name
|
Age
|
Principal Occupation
or Employment
|
James
G. Aaron, Esq.
|
65
|
Partner
of Ansell, Zaro, Grimm & Aaron
|
Mark
R. Aikins, Esq.
|
50
|
Managing
Member of Mark R. Aikins, L.L.C.
|
John
A. Brockriede
|
75
|
Businessman
|
George
S. Callas
|
77
|
President
of Allaire Capital Corp.
|
Paul
A. Larson, Jr.
|
60
|
President
Larson Ford-Suzuki
|
Carmen
M. Penta, C.P.A.
|
66
|
Partner
of Amper, Politziner & Mattia,
P.C.
|
Name
|
Age
|
Principal Occupation
or Employment
|
Mark
G. Solow
|
61
|
Co-founder
of GarMark Advisors, L.L.C.
|
James
S. Vaccaro
|
53
|
Chairman
of the Board, President and Chief Executive Officer of Central Jersey
Bancorp
|
Robert
S. Vuono
|
60
|
Senior
Executive Vice President, Chief Operating Officer and Secretary of Central
Jersey Bancorp
|
There are
no family relationships among the nominees for director and executive officers
of Central Jersey Bancorp. None of the nominees for director of
Central Jersey Bancorp are directors of any company with a class of securities
registered pursuant to Section 12 of the Exchange Act or subject to the
requirements of Section 15(d) of the Exchange Act or any company registered as
an investment company under the Investment Company Act of 1940, as
amended.
Each
nominee for director of Central Jersey Bancorp elected to the Board shall also
serve as a member of the Board of Directors of Central Jersey Bank,
N.A.
Biographical
Information
James G. Aaron
is a senior
member and shareholder in the law firm of Ansell, Zaro, Grimm & Aaron
located in Ocean Township, New Jersey. Mr. Aaron Chairs the firm’s
Commercial Litigation, Municipal Law and Bankruptcy Practice
Department. Mr. Aaron is licensed to practice law in the State of New
Jersey, the United States District Court for the District of New Jersey and the
United States District Court for the Eastern District of New
York. Mr. Aaron also is licensed to practice before the United States
Court of Claims. Mr. Aaron presently serves as the city attorney for
the City of Long Branch, as litigation counsel for the City of Asbury Park and
is a member of the Monmouth County and New Jersey State Bar
Associations. Mr. Aaron is also a lecturer for the New Jersey
Institute of Continuing Legal Education in the areas of Redevelopment and
Eminent Domain Law and is presently serving as a Commissioner of the New Jersey
State Racing Commission. Mr. Aaron formerly served on the Advisory
Board of the Jersey Shore Bank and has represented Colonial First National Bank,
Midlantic/Merchants National Bank, Commerce Bank, Fidelity Union Bank and
Monmouth County National Bank. Mr. Aaron received his B.A. degree
from Dickinson College in Carlisle, Pennsylvania and his J.D. degree from New
York University School of Law. Mr. Aaron has served as a member of
the Board of Directors of Central Jersey Bancorp since January 1,
2005. Prior to the consummation of the combination of Central Jersey
Bancorp and Allaire Community Bank on January 1, 2005, he
served as a member of
the Board of Directors of Monmouth Community Bancorp (the predecessor to Central
Jersey Bancorp) since its inception. Mr. Aaron also has served as a
member of the Board of Directors of Central Jersey Bank, N.A. since its
inception. Mr. Aaron resides in West Long Branch, New
Jersey.
Mr. Aaron
provides the Board with valuable insight into and perspectives on the challenges
and opportunities of Central Jersey Bancorp’s business and the community banking
industry gained from Mr. Aaron’s accomplished legal career, including his
experience working with other banking institutions, and his prior service on the
Boards of Directors of both Central Jersey Bancorp and its predecessor, Monmouth
Community Bancorp.
Mark R. Aikins
is the Managing
Member of Mark R. Aikins, L.L.C., a law firm located in Wall Township, New
Jersey. Mr. Aikins is licensed to practice law in the State of New
Jersey and is a member of the Monmouth County and New Jersey State Bar
Associations. His practice includes commercial matters, real estate
and municipal law. He served as the President of the Monmouth-Ocean
Development Council from 1996 to 1998 and currently serves as a trustee of the
Rumson Country Day School and of the Rumson Endowment Fund, Inc. Mr.
Aikins formerly served as Chairman of the Board of Trustees of the Monmouth
Museum and as a member of the Advisory Board of Summit Bank. Mr.
Aikins is a member and former director of the Deal Golf and Country Club and has
volunteered time for Habitat for Humanity of Northeast Monmouth, Inc., The
Battleship New Jersey Foundation and the RFH Community Turf Project,
Inc. He received two Bachelor of Arts degrees from Brown University
and a law degree from Seton Hall University School of Law. Mr. Aikins
has served as a member of the Board of Directors of Central Jersey Bancorp since
January 26, 2006. Prior to the consummation of the combination of
Central Jersey Bancorp and Allaire Community Bank on January 1, 2005, he
served as a member of
the Board of Directors of Monmouth Community Bancorp (the predecessor to Central
Jersey Bancorp) since its inception. Mr. Aikins also has served as a
member of the Board of Directors of Central Jersey Bank, N.A. since its
inception. Mr. Aikins resides in Rumson, New Jersey.
Mr.
Aikins’ legal background and extensive civic activities have given him unique
insight into the markets and communities in which Central Jersey Bancorp
operates, and his prior service on the Boards of Directors of both Central
Jersey Bancorp and its predecessor, Monmouth Community Bancorp, have given Mr.
Aikins special knowledge of Central Jersey Bancorp’s business and the community
banking industry in Monmouth County.
John A. Brockriede
is a local
businessman who has owned and participated in various businesses in the Long
Branch area for over 40 years. His business holdings include
ownership and operation of restaurants, apartment buildings, an automobile
agency, shopping centers, and commercial office space. Mr. Brockriede
also has over twenty-five years of banking experience, having been one of the
founders of Jersey Shore Bank. Mr. Brockriede also served as a
director of Jersey Shore Bank and its successor banks, National State Bank and
Constellation Bancorp. Mr. Brockriede is a member of the Board of
Trustees of Monmouth Medical Center, the Board of Directors of the Juvenile
Diabetes Research Foundation, the Board of Trustees of VNA of Central Jersey
Community Services, Inc. and serves as a Commissioner of the Long Branch
Sewerage Authority. Mr. Brockriede has served as a member of the
Board of Directors of Central Jersey Bancorp since January 1,
2005. Prior to the consummation of the combination of Central Jersey
Bancorp and Allaire Community Bank on January 1, 2005, he
served as a member of
the Board of Directors of Monmouth Community Bancorp (the predecessor to Central
Jersey Bancorp) since its inception and served as the Vice-Chairman of such
Board until December 31, 2004. Mr. Brockriede also has served as a
member of the Board of Directors of Central Jersey Bank, N.A. since its
inception. Mr. Brockriede resides in Long Branch, New
Jersey.
Mr.
Brockriede’s extensive experience of over 25 years in the community banking
industry have given him invaluable perspective into the diverse issues facing a
community bank, and his ties to local business communities have given him strong
connections to and familiarity with the markets and communities in which Central
Jersey Bancorp operates. In addition, his prior service on the Boards
of Directors of both Central Jersey Bancorp and its predecessor, Monmouth
Community Bancorp, make him closely familiar with Central Jersey Bancorp’s
business.
George S. Callas
served as
Chairman of the Board of Central Jersey Bancorp and Central Jersey Bank, N.A.
from January 1, 2005 to December 31, 2007. Prior to the consummation
of the combination of Central Jersey Bancorp and Allaire Community Bank on
January 1, 2005, he served as the Chairman of the Board of Allaire Community
Bank. Mr. Callas is a retired businessman, governmental official and
educator and has owned, operated and participated in various businesses for over
40 years, including restaurants, nursing homes, real estate and wireless
television stations. He assisted in the organization of Allaire State
Bank, located in Wall Township, New Jersey, and served as the Vice Chairman of
the Board of Directors and Vice President of such bank. Mr. Callas
served as a member of the Board of Directors of National Community Bank of New
Jersey. Mr. Callas also served in the Department of Community Affairs
of the State of New Jersey and as the former Business Administrator of the City
of New Brunswick and the Township of Jackson, former Director of the Monmouth
County Employment and Training Agency, former Executive Director of the New
Jersey State Senate, and former head of the Business Advocacy Division of the
New Jersey Department of Commerce and Economic Development. Mr.
Callas was also an educator of science, math and high school history, a college
admission counselor and a college instructor in economics, political science and
public administration. Mr. Callas was involved in many civic groups
throughout his career, and was recently appointed as a Monmouth County Library
Commissioner. Mr. Callas resides in Brielle, New Jersey.
Mr.
Callas’ experiences with owning and operating several local businesses in a
variety of industries and his extensive civic activities have given him valuable
knowledge of the communities in which Central Jersey Bancorp operates, and his
role in the organization and management of Allaire Community Bank and Allaire
State Bank and experience as a director of National Community Bank of New Jersey
and former Chairman of Central Jersey Bancorp give him a unique and keen
understanding of Central Jersey Bancorp’s business and the challenges and
opportunities facing a community bank.
Paul A. Larson, Jr.
is the
President of Larson Ford-Suzuki, Lakewood, New Jersey and past Chairman of the
New Jersey Coalition of Automotive Retailers. He is the past
President of the Ocean County Auto Dealers Association, the past President and
Director of Shore Area YMCA, a former member of the Summit Bank Advisory Board,
and President of the New Jersey Employers Association. He also served
as Treasurer, Secretary and Membership Chairman at Manasquan River Golf Club and
Secretary for the Haystack Club. Mr. Larson has volunteered much of
his time as: a member of the Wall Township Board of Adjustment; a
Vice President of Shelter Inc.; the SME Chairman for the Thunderbird District of
the Monmouth County Boy Scouts; a member of the Lakewood Athletic Foundation; a
Vice President of the Wall Foundation for Educational Excellence; the Treasurer
of the Wall Township Football Club; and the President of the Jack Martin
Scholarship Fund. He earned his degree in Business Administration
from Northwood University, Michigan. He has served as a member of the
Board of Directors of Central Jersey Bancorp since January 1,
2005. Prior to the consummation of the combination of Central Jersey
Bancorp and Allaire Community Bank on January 1, 2005, he served as a member of
the Board of Directors of Allaire Community Bank since its
inception. Mr. Larson also has served as a director of Central Jersey
Bank, N.A. since January 1, 2005. Mr. Larson resides in Wall
Township, New Jersey.
Mr.
Larson’s strong ties to local communities, both through his involvement with
various business and civic associations and as a business owner, make him
specially knowledgeable of the markets and communities in which Central Jersey
Bancorp operates, and his prior service on the Boards of Directors of both
Central Jersey Bancorp and Allaire Community Bank make him closely familiar with
the community banking industry.
Carmen M. Penta,
a Certified
Public Accountant, is a partner in the firm of Amper, Politziner & Mattia,
P.C., Certified Public Accountants and Consultants. Prior thereto,
Mr. Penta was a partner in the accounting firm of Wiener, Penta & Goodman,
P.C. Mr. Penta’s primary sphere of influence is in Monmouth and Ocean
counties, where his expertise includes tax matters, the specialized needs of
medical professionals, national restaurant franchises, hotel, motel and
recreational properties, and nursing homes and related government
agencies. Mr. Penta’s extensive expertise has allowed him to build a
significant client base. He has spent most of his life in eastern
Monmouth County. He attended Long Branch High School, Penn State
University and received a B.S. degree from Monmouth University. He is
a former member of the Congressional Award Council, a past member of the
Advisory Board of Jersey Shore Bank, past Assistant Treasurer for the Long
Branch Ronald McDonald House and served on the Board of the West Long Branch
Sports Association. He is also a member of the New Jersey Society of
Certified Public Accountants, the American Institute of Certified Public
Accountants and the Finance Committee of Big Brothers, Big
Sisters. Mr. Penta has served as a member of the Board of Directors
of Central Jersey Bancorp since January 26, 2006. Prior to the
consummation of the combination of Central Jersey Bancorp and Allaire Community
Bank on January 1, 2005, he
served as a member of
the Board of Directors of Monmouth Community Bancorp (the predecessor to Central
Jersey Bancorp) since its inception. Mr. Penta also has served as a
member of the Board of Directors of Central Jersey Bank, N.A. since its
inception. Mr. Penta resides in West Long Branch, New
Jersey.
Mr.
Penta’s accounting background and expertise give him a strong understanding of
financial matters affecting a public company, and make him a valuable member of
both the Board of Directors and the Audit Committee. Mr. Penta’s
extensive accounting practice in Monmouth County has provided him with insight
as to the banking needs of the local business community. In addition,
his prior service on the Boards of Directors of both Central Jersey Bancorp and
its predecessor, Monmouth Community Bancorp, make him closely familiar with
Central Jersey Bancorp’s business.
Mark G. Solow
is a co-founder
of GarMark Advisors, LLC, a firm which manages funds for mezzanine investments
in connection with leveraged buyouts, corporate recapitalizations and growth
financings. He is now retired from GarMark Advisors,
LLC. Mr. Solow is also a senior advisor to Crystal Ridge Partners,
LLC, a firm which manages funds for equity investments in middle market
companies, and he is a senior advisor to York Street Capital, a firm which makes
mezzanine and structured equity investments in public and private
companies. Prior to the formation of GarMark Advisors, LLC, Mr. Solow
was a Senior Executive Vice President at Chemical Banking Corporation and a
member of its twelve-person Management Committee. At Chemical Banking
Corporation, Mr. Solow was in charge of global investment banking and corporate
and multinational banking in North America, Western Europe and
Asia. In addition, he was Senior Credit Officer for the United
States, Canada, Western Europe and Asia. Mr. Solow received his B.S.
and M.B.A. degrees from Bowling Green University. Mr. Solow has
served as a member of the Board of Directors of Central Jersey Bancorp since
January 1, 2005. Prior to the consummation of the combination of
Central Jersey Bancorp and Allaire Community Bank on January 1, 2005, he
served as a member of
the Board of Directors of Monmouth Community Bancorp (the predecessor to Central
Jersey Bancorp) since its inception. Mr. Solow also has served as a
member of the Board of Directors of Central Jersey Bank, N.A. since its
inception. Mr. Solow resides in Spring Island, South Carolina and Sea
Bright, New Jersey.
Mr.
Solow’s strong background in corporate finance gained from his experience with
GarMark Advisors, LLC and Chemical Banking Corporation makes him a valuable
resource for the Board of Directors, particularly with regard to financial
matters, and his prior service on the Boards of Directors of both Central Jersey
Bancorp and its predecessor, Monmouth Community Bancorp, make him closely
familiar with Central Jersey Bancorp’s business.
James S. Vaccaro
has served as
the President and Chief Executive Officer and a member of the Board of Directors
of Central Jersey Bancorp since January 1, 2005. Prior to the
consummation of the combination of Central Jersey Bancorp and Allaire Community
Bank, N.A. on January 1, 2005, he
served as Chairman of
the Board of Monmouth Community Bancorp (the predecessor to Central Jersey
Bancorp) since its inception. As of January 1, 2008, Mr. Vaccaro
became the Chairman of the Board of Central Jersey Bancorp and will continue to
serve in such capacity, subject to his election as a director at the Annual
Meeting. Mr. Vaccaro also served as the Chief Executive Officer of
Central Jersey Bank, N.A. since April 3, 2000 and the Chief Executive Officer of
Monmouth Community Bancorp since its inception. Mr. Vaccaro served in
various management capacities in the health care field from 1995 through
2000. Mr. Vaccaro has over 25 years of experience in the banking
industry. He was a member of the Board of Directors, Executive Vice
President and Chief Financial Officer of The Central Jersey Bank & Trust
Co., and, prior to his affiliation with The Central Jersey Bank & Trust Co.,
was a Manager of the Asset Services Division of Citibank, N.A. Mr.
Vaccaro is a member of the Board of Trustees of The Saint Barnabas Corporation;
is a member of the Board of Trustees of Monmouth Medical Center; is a member of
the Board of Trustees of Monmouth Medical Center Foundation; is a Member of the
Board of Directors of the Lem Hess School of Business; is a Member of the Board
of Directors or the Business Council of Monmouth University; is a member of the
Board of Trustees of VNA Health Group, Inc.; is a member of the Board of
Directors of the New Jersey Repertory Company; is a member of the Advisory
Council of Interfaith Neighbors and is a member of the leadership cabinet of
Prevention First. Mr. Vaccaro received his B.A. degree from Ursinus
College and an advanced certificate from Harvard Graduate School of
Business. Mr. Vaccaro resides in West Allenhurst, New
Jersey.
Mr.
Vaccaro’s extensive experience of over 25 years in the banking industry,
including his prior service on the Boards of Directors of both Central Jersey
Bancorp and its predecessor, Monmouth Community Bancorp, make him closely
familiar with Central Jersey Bancorp’s business and the challenges and
opportunities facing a community bank. In addition, Mr. Vaccaro’s
leadership and organizational talents cultivated though his experience serving
in management level positions throughout his career and his service with various
civic organizations make him a proficient and effective leader of Central Jersey
Bancorp as its Chairman, President and Chief Executive Officer.
Robert S. Vuono
has served as
the Senior Executive Vice President, Chief Operating Officer and Secretary and
member of the Boards of Directors of Central Jersey Bancorp and Central Jersey
Bank, N.A. since January 1, 2005. Prior to the consummation of the
combination of Central Jersey Bancorp and Allaire Community Bank on January 1,
2005, he served as the Senior Executive Vice President, Chief Operating Officer,
Chief Financial Officer and Secretary of Allaire Community Bank and as a member
of its Board of Directors. Prior to his employment with Allaire
Community Bank, Mr. Vuono had been the Executive Vice President of Colonial
State Bank, in Freehold, New Jersey (February 1989 to May 1996), and Vice
President of The Central Jersey Bank & Trust Co., in Freehold Township, New
Jersey (January 1974 to January 1989). Mr. Vuono is a member of the
Board of Trustees of HAB Core, Inc. Mr. Vuono holds a Bachelor of
Science Degree in Business Administration from Villanova
University. Mr. Vuono resides in Wall Township, New
Jersey.
Mr.
Vuono’s extensive experience serving in management level positions at various
banking institutions have given him in depth knowledge of the community banking
industry and banking matters, and a keen understanding of the diverse issues
facing a community bank. In addition, his prior service on the Boards
of Directors of Central Jersey Bancorp and Allaire Community Bank make him
closely familiar with Central Jersey Bancorp’s business.
Board
Leadership Structure
The Board
of Directors does not have a fixed policy regarding the separation of the
positions of Chairman of the Board and Chief Executive Officer; rather, the
Board favors the flexibility to select the Chairman and to determine the optimal
Board leadership structure from time to time in the best interests of Central
Jersey Bancorp and its shareholders. At this time, the Board of
Directors believes that Central Jersey Bancorp and its shareholders are best
served by having the same individual, James S. Vaccaro, serve as both Chairman
of the Board and Chief Executive Officer. The Board believes that the
combination of these two offices promotes the development and implementation of
corporate strategy and allows the Chief Executive Officer to efficiently and
effectively execute his duties and fulfill his responsibilities as the principal
executive officer of Central Jersey Bancorp and keep the Board informed about
matters affecting the company. In addition, this unity of leadership
eliminates the potential for confusion or duplication of efforts, and provides
for clear leadership and accountability and effective decision-making for
Central Jersey Bancorp. The Board of Directors recently named Mr. Mark G. Solow
and Mr. Carmen M. Penta, C.P.A. (alternate) as “Lead Directors” relative to the
organizations’ strategic initiatives.
Risk
Oversight
The full
Board of Directors is responsible for actively overseeing Central Jersey
Bancorp’s risk profile and management’s processes for assessing and managing
risk through regular meetings of the Board, as well as informal communications
with management. The Chairman, President and Chief Executive Officer
and other senior management members regularly report to the Board on significant
risks affecting Central Jersey Bancorp, including financial, operational and
strategic risks. The full Board (or the appropriate committee of the
Board, in the case of risks that are under the purview of a particular
committee) receives these reports from management to enable to Board (or
committee, as the case may be) to understand Central Jersey Bancorp’s risk
identification, risk management and risk mitigation strategies.
In
addition, while the full Board of Directors has the ultimate oversight
responsibility for the risk oversight process, various committees of the Board
comprised of independent directors also have responsibility for risk
oversight. The Audit Committee focuses on assessing and mitigating
financial risk, including internal controls, legal, regulatory and compliance
risks, and informs the full Board of such risks when necessary or
appropriate. The Audit Committee is also responsible for developing
and monitoring the audit and loan review programs of Central Jersey Bancorp and
Central Jersey Bank, N.A., respectively. The Compensation Committee oversees
Central Jersey Bancorp’s compensation programs to ensure that they do not create
incentives that encourage excessive risk-taking that threatens the long-term
value of the company. When a report from management is vetted at the
committee level, the chairperson of that committee subsequently reports on the
matter to the full Board, which enables the Board and the committees to
coordinate the Board’s risk oversight role.
Director
Independence
For the year ended
December 31, 2009, Central Jersey Bancorp’s Board of Directors consisted of ten
directors, eight of whom qualified as independent directors in accordance with
the rules of NASDAQ and the rules and regulations of the SEC. The
following are the eight independent members of the Board of
Directors:
James
G. Aaron, Esq.
|
Paul
A. Larson, Jr.
|
Mark
R. Aikins, Esq.
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John
F. McCann
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John
A. Brockriede
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Carmen
M. Penta, C.P.A.
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George
S. Callas
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Mark
G. Solow
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See also
disclosure under “Certain Relationships and Related Party Transactions” later in
this Proxy Statement.
In
addition, all directors serving on Central Jersey Bancorp’s Audit Committee,
Compensation Committee and Nominating and Corporate Governance Committee for the
year ended December 31, 2009, as discussed below, qualified as independent
directors in accordance with the rules of NASDAQ and the rules and regulations
of the SEC.
Meetings
and Committees of the Board of Directors
The Board of Directors of Central
Jersey Bancorp conducts business through regularly scheduled meetings of the
Board and through its committees, including an Executive Committee, a Nominating
and Corporate Governance Committee, a Compensation Committee and an Audit
Committee. The Board of Directors for the year ended December 31,
2009 consisted of James G. Aaron, Esq., Mark R. Aikins, Esq., John A.
Brockriede, George S. Callas, Paul A. Larson, Jr., John F. McCann, Carmen M.
Penta, C.P.A., Mark G. Solow, James J. Vaccaro and Robert S.
Vuono. Mr. Vaccaro was appointed Chairman of the Board as of January
1, 2008.
During
the year ended December 31, 2009, the Board held twelve
regularly-scheduled
meetings and one special meeting, with each of the directors of Central Jersey
Bancorp serving on the Board for the year ended December 31, 2009 attending at
least 75% of the meetings, except for Mr. McCann, who only attended 62% of the
meetings due to illness. Central Jersey Bancorp also encourages all
of its directors to attend the Annual Meeting and typically schedules a Board
meeting immediately preceding or following the Annual Meeting. Last
year, all of the directors of Central Jersey Bancorp attended the 2009 annual
meeting of shareholders and the subsequent Board meeting.
Executive
Committee
The
Executive Committee of the Board of Directors, to the extent permitted by
applicable law, sometimes acts on behalf of the full Board of Directors in its
absence and has the authority to address corporate matters between meetings of
the full Board. All significant actions of the Executive Committee
must be ratified by the full Board of Directors. For the year ended
December 31, 2009, the Board of Directors did not appoint an Executive
Committee.
Nominating
and Corporate Governance Committee
The
Nominating and Corporate Governance Committee of the Board of Directors is
responsible for determining the slate of nominees for election as directors
based upon the performance criteria established by the Nominating and Corporate
Governance Committee, and may recommend a successor to a key senior management
position when a position is vacant. In addition, the Nominating and
Corporate Governance Committee has developed a management succession policy that
specifies key senior management positions and qualified potential
replacements. The Nominating and Corporate Governance Committee
adopted a Charter on August 25, 2005 (the “Nominating Charter”) in consultation
with the Board of Directors. The Nominating Charter may be viewed at
Central Jersey Bancorp’s website,
www.cjbna.com
under the
“Corporate Governance” link.
For the
year ended December 31, 2009, the Nominating and Corporate Governance Committee
consisted of directors John A. Brockriede, George S. Callas, Paul A. Larson,
John F. McCann and Mark G. Solow. Mr. Callas served as the Chair and
Mr. Brockriede served as the Vice Chair of the Nominating and Corporate
Governance Committee. Each member of the Nominating and Corporate
Governance Committee qualified as an independent director in accordance with the
rules of NASDAQ and the rules and regulations of the SEC. The
Nominating and Corporate Governance Committee met once during 2009, with all
members attending.
Compensation
Committee
The Compensation Committee of the Board
of Directors is responsible for determining whether the compensation and
benefits packages offered by Central Jersey Bancorp are suitable and do not
provide excessive benefits or result in material financial loss to Central
Jersey Bancorp. The Compensation Committee is also responsible for
approving or recommending to the Board compensation packages and plans for
senior management and directors. These compensation packages include
salaries, bonuses, vacations, termination benefits, profit-sharing plans,
contributions to employee pension plans, stock option and stock purchase plans,
indemnification agreements and employment/change of control
contracts.
For the
year ended December 31, 2009, the Compensation Committee consisted of directors
James G. Aaron, Esq., George S. Callas, Paul A. Larson, Jr., John F. McCann and
Mark G. Solow. Mr. Larson served as the Chair and Mr. Solow served as
the Vice Chair of the Compensation Committee. Each member of the
Compensation Committee qualified as an independent director in accordance with
the rules of NASDAQ and the rules and regulations of the SEC. The
Compensation Committee met two times during 2009, with James G. Aaron, Esq.,
George S. Callas, Paul A. Larson, Jr. and Mark G. Solow attending 100% of the
meetings held, and John F. McCann attending 50% of the meetings
held.
The Board
has adopted a written charter for the Compensation Committee. The
Compensation Committee Charter provides that the Compensation Committee shall,
among other things:
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·
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Review
and approve corporate goals and objectives on an annual basis that are
relevant to the President and Chief Executive Officer’s compensation,
evaluate the President and Chief Executive Officer’s performance in light
of such goals and objectives and approve the President and Chief Executive
Officer’s compensation based on this
evaluation.
|
|
·
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Establish
and administer Central Jersey Bancorp’s incentive compensation programs
for key executive and management
employees.
|
|
·
|
Review
and approve executive perquisite
programs.
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·
|
Review
and recommend to the Board for approval the compensation arrangements of
non-employee members of the Board.
|
The
Compensation Committee Charter may be viewed at Central Jersey Bancorp’s website
at
www.cjbna.com
under
the “Corporate Governance” link.
In
addition to the duties enumerated in the Compensation Committee Charter, due to
Central Jersey Bancorp’s participation in the U.S. Department of the Treasury’s
(the “Treasury”) Troubled Asset Relief Program (“TARP”) under the Economic
Stabilization Act of 2008, as amended by the American Recovery and Reinvestment
Act of 2009 (the “ARRA”) (the Emergency Economic Stabilization Act, as amended
by the ARRA, shall be hereafter referred to as the “EESA”), and the regulations
promulgated thereunder, the Compensation Committee is required to review,
evaluate and discuss on a semi-annual basis all of Central Jersey Bancorp’s
compensation plans to determine if any such plans encourage the taking of any
risks that could threaten the long-term value of Central Jersey Bancorp or could
encourage the manipulation of reported earnings to enhance the compensation of
any employee, and the Committee is required to limit any such
features. In addition, the Compensation Committee is required to
certify to the Office of the Comptroller of the Currency, Central Jersey
Bancorp’s primary regulatory agency, and to the Treasury that the Committee had
conducted this evaluation.
The
Compensation Committee conducted this evaluation at meetings of the Compensation
Committee held on December 16, 2009 and March 24, 2010, and determined that all
of Central Jersey Bancorp’s compensation plans have sufficient safeguards to
ensure that no employee would have the ability to take any risk that could
threaten the long-term value of Central Jersey Bancorp or manipulate reported
earnings to enhance the compensation of any employee.
Audit
Committee
The Audit
Committee of the Board of Directors is responsible for developing and monitoring
the audit and loan review programs of Central Jersey Bancorp and Central Jersey
Bank, N.A., respectively. The Audit Committee recommends the loan
review consultant to the Board, selects the outside auditor and meets with the
Board to discuss the results of the annual audit and quarterly loan reviews and
any related matters. The Audit Committee also receives and reviews
the reports and findings and any other information presented to members of the
Audit Committee by the officers of Central Jersey Bancorp and its bank
subsidiary regarding financial reporting policies and practices.
For the
year ended December 31, 2009, the Audit Committee consisted of directors Mark R.
Aikins, Esq., John A. Brockriede, George S. Callas, and Carmen M. Penta, C.P.A.,
who served as the Chair. Each member of the Audit Committee qualified
as an independent director in accordance with the rules of NASDAQ and the rules
and regulations of the SEC. In addition, the Board has determined
that Mr. Penta qualifies as a financial expert under the SEC rules.
The Audit Committee met
five times during 2009, with all members attending at least 75% of the meetings
held.
Report
of the Audit Committee of the Board of Directors
Notwithstanding anything to the
contrary set forth in any of Central Jersey Bancorp’s previous or future filings
under the Securities Act of 1933, as amended, or the Exchange Act, that might
incorporate this Proxy Statement, in whole or in part, the following report
shall not be deemed to be incorporated by reference into any such
filing.
Audit
Committee Charter
The Audit Committee developed an Audit
Committee Charter (the “Charter”) in consultation with Central Jersey Bancorp’s
accounting and finance department, its internal auditor and Central Jersey
Bancorp’s independent public accountants. The Board amended and
restated the Charter on August 25, 2005. The Audit Committee Charter,
as amended and restated, may be viewed at Central Jersey Bancorp’s website at
www.cjbna.com
under the
“Corporate Governance” link.
Review
of Audited Financial Statements for the year ended December 31,
2009
The Audit Committee, as in place for
2009, has reviewed and discussed with Central Jersey Bancorp’s management the
audited financial statements of Central Jersey Bancorp for the year ended
December 31, 2009. The Audit Committee has discussed with
ParenteBeard LLC (“ParenteBeard”), Central Jersey Bancorp’s independent public
accountants for the year ended December 31, 2009, those matters required to be
discussed by AU Section 380 - The Auditor’s Communication With Those Charged
With Governance.
The Audit Committee has also received
the written disclosures and letter from ParenteBeard required by AU Section 220
– Independence.
Based on the Audit Committee’s review
and discussions noted above, the Audit Committee recommended to the Board that
Central Jersey Bancorp’s audited financial statements for the year ended
December 31, 2009 be included in its Annual Report on Form 10-K for the year
ended December 31, 2009 and that such Form 10-K be filed with the
SEC.
Change
in Independent Public Accountants
On
October 1, 2009, Beard Miller Company LLP (“Beard Miller”), an independent
registered public accounting firm, combined with ParenteBeard in a transaction
pursuant to which Beard Miller combined its operations with ParenteBeard and
certain of the professional staff and partners of Beard Miller joined
ParenteBeard either as employees or partners of ParenteBeard. As a
result of this transaction, Beard Miller resigned as the independent auditors of
Central Jersey Bancorp effective October 1, 2009, and, with the approval of the
Audit Committee, ParenteBeard was engaged as Central Jersey Bancorp’s
independent registered public accounting firm on the same date.
Prior to
engaging ParenteBeard, Central Jersey Bancorp did not consult with ParenteBeard
regarding the application of accounting principles to a specific completed or
contemplated transaction or regarding the type of audit opinions that might be
rendered by ParenteBeard on Central Jersey Bancorp’s financial statements, and
ParenteBeard did not provide any written or oral advice that was an important
factor considered by Central Jersey Bancorp in reaching a decision as to any
such accounting, auditing or financial reporting issue.
The
report of independent registered public accounting firm of Beard Miller
regarding Central Jersey Bancorp’s financial statements for the fiscal year
ended December 31, 2008 did not contain any adverse opinion or disclaimer of
opinion and was not qualified or modified as to uncertainty, audit scope or
accounting principles.
During
the year ended December 31, 2008, and during the interim period from the end of
the most recently completed fiscal year through October 1, 2009, the date of
resignation, Central Jersey Bancorp did not have any disagreements with Beard
Miller on any matter of accounting principles or practices, financial statement
disclosure or auditing scope or procedures, which disagreements, if not resolved
to the satisfaction of Beard Miller, would have caused Beard Miller to make
reference to such disagreement in its reports.
As required by applicable regulations,
the disclosure contained under the heading “Change in Independent Public
Accountants” was furnished to both Beard Miller and
ParenteBeard. Both Beard Miller and ParenteBeard informed Central
Jersey Bancorp that each believed such disclosure to be correct and
complete. Please see Central Jersey Bancorp’s Current Report on Form
8-K filed with the SEC on October 8, 2009, including Exhibit 16.1
thereto.
Submitted
by:
|
Carmen
M. Penta, C.P.A.,
Chair
|
John
A. Brockriede
|
|
Mark
R. Aikins, Esq.
|
George
S. Callas
|
Principal
Accountant Fees and Services
Audit
Fees
Central Jersey Bancorp paid
ParenteBeard and Beard Miller a total of $122,753 in 2009, and paid Beard Miller
a total of $156,835 in 2008, for audit services, which included work related to
the annual audit and quarterly reviews rendered in 2009 and 2008,
respectively.
Audit
Related Fees
Central Jersey Bancorp paid a total of
$70,982 to ParenteBeard and Beard Miller and $59,500 to KPMG in audit related
fees in 2009, and a total of $63,500 in audit related fees to Beard Miller in
2008. These audit related fees included work related to the audit of
the Central Jersey Bank, N.A. Employee Savings and Profit Sharing Plan &
Trust for the years ended December 31, 2008 and 2007, the preparation of
registration statement on Forms S-4 and S-3 in 2009 and the preparation of the
proxy statement for the Special Meeting of Shareholders held on December 18,
2008.
Tax
Fees
Central Jersey Bancorp paid Grant
Thornton, LLP a total of $78,448 in 2009, and $40,025 in 2008, for income tax
consultation, including income tax compliance, tax advice and tax
planning.
All
Other Fees
The Audit Committee has considered
whether the non-audit services provided by each of ParenteBeard and Beard Miller
in the years ended December 31, 2009 and 2008, respectively, including services
rendered in connection with income tax consultation, were compatible with
maintaining their independence and has determined that the nature and substance
of the limited non-audit services did not impair the status of either
ParenteBeard or Beard Miller as Central Jersey Bancorp’s independent auditors
for the years ended December 31, 2009 and 2008, respectively. Neither
the engagement of ParenteBeard or Beard Miller, which were pre-approved by the
Audit Committee, made use of the
de minimis
exception to
pre-approval contained in the rules of the SEC which permit limited engagements
for non-audit services involving amounts under a specified
threshold.
Policy
on Pre-Approval of Audit and Permissible Non-Audit Services
The Audit
Committee is responsible for appointing, setting compensation and overseeing the
work of the independent registered public accounting firm. In
accordance with its Charter, the Audit Committee approves, in advance, all audit
and permissible non-audit services to be performed by the independent registered
public accounting firm. Such approval process ensures that the
independent registered public accounting firm does not provide any non-audit
services to Central Jersey Bancorp that are prohibited by law or
regulation.
During
the year ended December 31, 2009, 100% of the audit related fees, tax
related fees and other fees set forth above were approved by the Audit
Committee.
EXECUTIVE
OFFICERS
The name,
age, current position and biographical information of each executive officer of
Central Jersey Bancorp are set forth below:
Name
|
Age
|
Capacities in Which
Served
|
James
S. Vaccaro
|
53
|
Chairman
of the Board, President and Chief Executive Officer
|
Robert
S. Vuono
|
60
|
Senior
Executive Vice President, Chief Operating Officer and
Secretary
|
Anthony
Giordano, III
|
44
|
Senior
Executive Vice President, Chief Financial Officer, Treasurer and Assistant
Secretary
|
Biographical
Information
For the biographical information for
James S. Vaccaro and Robert S. Vuono, see “Board of Directors,”
above.
Anthony Giordano, III
serves
as the Senior Executive Vice President, Chief Financial Officer, Treasurer and
Assistant Secretary of Central Jersey Bancorp. He has held each of
these offices since January 1, 2005, except that he was promoted to Senior
Executive Vice President from Executive Vice President on December 30, 2009.
Prior to the consummation of the combination of Central Jersey Bancorp and
Allaire Community Bank on January 1, 2005, he served as an Executive Vice
President and the Chief Financial Officer and Treasurer and Secretary of
Monmouth Community Bancorp (the predecessor to Central Jersey Bancorp) since May
1998. Mr. Giordano has also served in various capacities for Central
Jersey Bank, N.A. (formerly Monmouth Community Bank, N.A.) since May 1998, and
currently serves as its Senior Executive Vice President, Chief Financial
Officer, Treasurer and Assistant Secretary. Mr. Giordano has over 20
years of financial analysis and accounting experience in the banking
industry. Prior to joining Central Jersey Bank, N.A., Mr. Giordano
was employed by PNC Bank (formerly Midlantic Bank), where he served as Real
Estate Banking Officer from 1996 to 1998 and Senior Accountant/Financial Analyst
from 1994 to 1996. From 1988 to 1994, Mr. Giordano served in various
positions at Shadow Lawn Savings Bank, including Budget and Financial Planning
Manager and Financial Analyst. Mr. Giordano currently serves as a
member of the Board of Directors of Scivanta Medical Corporation, a publicly
traded company which focuses on the development and acquisition of medical
devices and products, and is the Chairman of Scivanta Medical Corporation’s
Audit Committee. Mr. Giordano received a Masters of Business
Administration from Monmouth University in 1992 and a Bachelor of Science degree
in finance from Kean University in 1987. Mr. Giordano graduated from
the Real Estate Institute at Monmouth University in 2000. Mr.
Giordano has served on the Long Branch City Council since 1994 and will complete
his final term on June 30, 2010. Mr. Giordano resides in Long Branch,
New Jersey.
Chief
Executive and Senior Financial Officer Code of Ethics
The chief executive and senior
financial officers of Central Jersey Bancorp are held to the highest standards
of honest and ethical conduct when conducting the affairs of Central Jersey
Bancorp. All such individuals must act ethically at all times in
accordance with the policies contained in Central Jersey Bancorp’s Chief
Executive and Senior Financial Officer Code of Ethics. A copy of the
Chief Executive and Senior Financial Officer Code of Ethics has been posted on
Central Jersey Bancorp’s website,
www.cjbna.com
under the
“Corporate Governance” link.
EXECUTIVE
COMPENSATION
The
following table sets forth information concerning the annual and long-term
compensation of the Named Executive Officers for services in all capacities to
Central Jersey Bancorp and Central Jersey Bank, N.A. for the years ended
December 31, 2009 and 2008, respectively. The Named Executive
Officers of Central Jersey Bancorp are (1) James S. Vaccaro, Chairman of the
Board, President and Chief Executive Officer, (2) Robert S. Vuono, Senior
Executive Vice President, Chief Operating Officer and Secretary and (3) Anthony
Giordano, III, Senior Executive Vice President, Chief Financial Officer,
Treasurer and Assistant Secretary (the “Named Executive Officers”).
Summary
Compensation Table
|
Name
and Principal
Position
|
Year
|
Salary
($)
|
Bonus
($)
|
Stock
Awards
($)
|
Option
Awards
($)(1)(2)
|
Non-Equity
Incentive
Plan
Compensation
($)
|
Nonqualified
Deferred
Compensation
Earnings
($)
|
All
Other
Compensation
($)
|
Total
($)
|
James
S. Vaccaro,
Chairman,
President
and
Chief Executive
Officer
|
2009
2008
|
$254,808
$250,000
|
$ ---
$45,000
|
$ ---
$ ---
|
$ 9,903
$ 9,118
|
$ ---
$ ---
|
$ ---
$ ---
|
$ 13,401(3)
$ 12,697
|
$278,112
$316,812
|
Robert
S. Vuono,
Senior
Executive Vice
President,
Chief
Operating
Officer and
Secretary
|
2009
2008
|
$163,077
$160,000
|
$25,000
$25,000
|
$ ---
$ ---
|
$ 8,252
$ 7,598
|
$ ---
$ ---
|
$ ---
$ ---
|
$ 8,674 (4)
$ 9,604
|
$205,003
$202,202
|
Anthony
Giordano, III,
Senior
Executive Vice
President,
Chief
Financial
Officer,
Treasurer
and
Assistant
Secretary
|
2009
2008
|
$142,692
$140,000
|
$ 40,000
$ 20,000
|
$ ---
$ ---
|
$ 4,951
$ 4,558
|
$ ---
$ ---
|
$ ---
$ ---
|
$ 7,416 (5)
$ 6,508
|
$195,059
$171,066
|
(1)
|
The
amounts in this column reflect the dollar amount recognized for financial
statement reporting purposes for the fiscal years ended December 31,
2009 and 2008, respectively, in accordance with FASB ASC Topic 718, of
stock appreciation rights (“SARs”) awards pursuant to the Equity Incentive
Plan (as defined below) and includes amounts from awards granted in 2006.
Assumptions used in the calculation of these amounts are included in
Footnote 1 to Central Jersey Bancorp’s audited financial statements for
the fiscal year ended December 31, 2009 included in Central Jersey
Bancorp’s Annual Report on Form
10-K.
|
|
The
fair value of SARs granted was estimated on December 31, 2009 using the
Black-Scholes option pricing model with the following weighted-average
assumptions used: stock price $2.99, dividend yield of 0%; expected
volatility of 81.17%; risk free interest rate of 2.69%; and expected life
of seven years. These SARs had a fair value of approximately
$1.70 per share at December 31,
2009.
|
|
The
fair value of SARs granted was estimated on December 31, 2008 using the
Black-Scholes option pricing model with the following weighted-average
assumptions used: stock price $6.35, dividend yield of 0%; expected
volatility of 56.03%; risk free interest rate of 1.55%; and expected life
of seven years. These SARs had a fair value of approximately
$3.02 per share at December 31,
2008.
|
(2)
|
These
amounts have been adjusted, as appropriate, to account for the 5% stock
dividends paid to the shareholders of Central Jersey Bancorp on each of
July 1, 2008, July 2, 2007 and July 1,
2006.
|
(3)
|
Of
this amount, $3,188 represents the lease value of an automobile provided
to Mr. Vaccaro for business use in 2009, $414 represents the amount
contributed by Central Jersey Bank, N.A. to Group Term Life Insurance for
Mr. Vaccaro’s benefit in 2009, and $9,800 represents the amount
contributed by Central Jersey Bank, N.A. to its 401(k) plan for the
benefit of Mr. Vaccaro in 2009.
|
(4)
|
Of
this amount, $568 represents the amount contributed by Central Jersey
Bank, N.A. to Group Term Life Insurance for Mr. Vuono’s benefit in 2009,
$584 represents the amount contributed by Central Jersey Bank, N.A.
pursuant to a bank owned life insurance (BOLI) contract in 2009, and
$7,523 represents the amount contributed by Central Jersey Bank, N.A. to
its 401(k) plan for the benefit of Mr. Vuono in
2009.
|
(5)
|
Of
this amount, $108 represents the amount contributed by Central Jersey
Bank, N.A. to Group Term Life Insurance for Mr. Giordano’s benefit in 2009
and $7,308 represents the amount contributed by Central Jersey Bank, N.A.
to its 401(k) plan for the benefit of Mr. Giordano in
2009.
|
Narrative
Disclosure to Summary Compensation Table
The
objective of Central Jersey Bancorp’s executive compensation is to enhance
Central Jersey Bancorp’s long-term profitability by providing compensation that
will attract and retain superior talent, reward performance and align the
interests of the executive officers with the long-term interests of the
shareholders of Central Jersey Bancorp.
The
Compensation Committee is responsible for determining whether the compensation
and benefit packages are suitable and do not provide excessive
benefits. The Compensation Committee generally approves or recommends
to the Board compensation packages or plans for senior management and
directors. These compensation and benefit packages may include
salaries, bonuses, vacations, termination benefits, contribution to employee
pension plans, stock option and stock purchase plans, indemnification agreements
and employment/change of control contracts.
When
reviewing compensation arrangements for a member or members of senior management
and directors, the Compensation Committee shall consider the following
matters:
|
(a)
|
The
combined value of all cash and non-cash benefits provided to the
individual or individuals;
|
|
(b)
|
The
compensation history of the individual or individuals as compared to other
individuals with comparable expertise at Central Jersey
Bancorp;
|
|
(c)
|
The
financial condition of Central Jersey
Bancorp;
|
|
(d)
|
Comparable
compensation practices at similar institutions, based upon factors such as
asset size, geographic location and the services
provided;
|
|
(e)
|
The
projected total cost and benefit to Central Jersey Bancorp for post
employment benefits; and
|
|
(f)
|
Any
connection between the individual and any fraudulent act or omission,
breach of trust or fiduciary duty or insider abuse with regard to Central
Jersey Bancorp.
|
Base
Salaries
Base
salary levels for Central Jersey Bancorp’s executive officers are competitively
set relative to companies in peer businesses. In reviewing base
salaries, the Compensation Committee also takes into account individual
experience and past performance.
Annual
Bonuses
Central
Jersey Bancorp’s annual performance bonuses are intended to provide a direct
cash incentive to executive officers and other key employees for a variety of
performance measures. Financial performance is compared against
budgets as well as peer businesses.
Chief
Executive Officer Compensation
James S.
Vaccaro served as Central Jersey Bancorp’s President and Chief Executive Officer
for the year ended December 31, 2009.
Mr. Vaccaro’s base
salary is set competitively relative to other chief executive officers in
financial service companies of similar asset size to Central Jersey
Bancorp. In determining Mr. Vaccaro’s base salary, the Compensation
Committee reviewed independent compensation data and Central Jersey Bancorp’s
performance as compared against budgets and peer businesses.
As with Central Jersey
Bancorp’s other executive officers, Mr. Vaccaro’s total compensation involves
certain subjective judgments and is not based solely upon any specific objective
criteria or weighting. For so long as Central Jersey Bancorp remains
subject to TARP, it is prohibited from paying to Mr. Vaccaro, or accruing on his
behalf, any bonuses. Based on this prohibition, Mr. Vaccaro was not
awarded any bonus for 2009.
Restrictions
on Compensation under the Treasury’s Capital Purchase Program
Central
Jersey Bancorp is subject to certain restrictions and limitations on the amount
and nature of compensation it may pay to its executive officers as a result of
Central Jersey Bancorp’s participation in TARP. These restrictions
apply during the period in which Central Jersey Bancorp’s obligations under TARP
remain outstanding and include the following:
|
·
|
No
Golden Parachute Payments. Central Jersey Bancorp is prohibited
from making any “golden parachute payments” to a senior executive officer
and any of the next five most highly-compensated employees. A
“golden parachute payment” is defined as any payment for departure from
the TARP participant for any reason, except for payments for services
performed or benefits accrued.
|
|
·
|
Recovery
of Bonus, Retention Awards and Incentive Compensation. Central
Jersey Bancorp is required to recover any bonus, retention award or
incentive compensation that is based on statements of earnings that are
subsequently found to be materially inaccurate. This “clawback”
provision applies to the senior executive officers and to the next twenty
most highly-compensated employees.
|
|
·
|
No
Compensation Arrangements that Encourage Excessive
Risk. Central Jersey Bancorp is prohibited from entering into
any compensation arrangement with a senior executive officer that provides
an incentive to take unnecessary and excessive risks that threaten the
value of Central Jersey Bancorp.
|
|
·
|
Limit
on Federal Income Tax Deductions. Central Jersey Bancorp may
not take a federal income tax deduction for compensation paid to senior
executive officers to the extent such compensation exceeds $500,000 per
year.
|
|
·
|
No
Compensation Arrangements that Encourage Manipulation of
Earnings. Central Jersey Bancorp is prohibited from entering
into any compensation arrangements that would encourage manipulation of
its reported earnings for the purpose of enhancing the compensation of any
employee.
|
|
·
|
Limit
on Incentive Compensation. Central Jersey Bancorp is prohibited
from paying or accruing any bonus, retention award or incentive
compensation to its most highly-compensated employee during the period in
which Central Jersey Bancorp’s TARP obligation remains
outstanding. This prohibition does not apply to the payment of
long-term restricted stock that meets certain requirements, and does not
prohibit payments required to be paid pursuant to written employment
contracts executed on or before February 11,
2009.
|
In
addition to the limitations and restrictions on executive compensation, Central
Jersey Bancorp is also subject to certain corporate governance requirements,
including the following:
|
·
|
Compensation
Committee. Central Jersey Bancorp is required to
maintain a Compensation Committee comprised solely of
independent directors throughout the period during which the TARP
obligation remains outstanding, which must meet at least semi-annually to
discuss and evaluate Central Jersey Bancorp’s compensation plans in light
of an assessment of any risk imposed to Central Jersey Bancorp from such
plans.
|
|
·
|
Certifications
of Compliance. The Chief Executive Officer and Chief Financial
Officer of Central Jersey Bancorp are required to provide a written
certification of compliance with the EESA’s executive compensation
requirements to the SEC. These certifications were filed as
exhibits to Central Jersey Bancorp’s Annual Report on Form 10-K filed with
the SEC for the year ended December 31,
2009.
|
|
·
|
Treasury
Review of Bonuses. The Secretary of the Treasury (the
“Secretary”) is directed to review bonuses, retention awards and other
compensation paid to the Central Jersey Bancorp’s senior executive
officers and the next twenty most highly-compensated employees between
December 23, 2008, the date that Central Jersey Bancorp first received
financial assistance under the TARP, and February 17, 2009, the date of
the enactment of the ARRA (i.e. the years of 2008 and 2009), to determine
whether any such payments were inconsistent with the purposes of the
EESA’s executive compensation provisions or were otherwise contrary to the
public interest. Only senior executive officers and employees
who received annual compensation in
|
excess of
$500,000 for any year any portion of which occurred during the review period is
subject to review. If the Secretary makes such a determination, the
Secretary is directed to negotiate with Central Jersey Bancorp and the subject
employee for appropriate reimbursement to the federal government with respect to
any bonuses or compensation found to be excessive. None of Central
Jersey Bancorp’s senior executive officers or employees received compensation in
excess of $500,000 in 2008 or 2009.
|
·
|
Advisory
Shareholder Vote on Executive Compensation. Central Jersey
Bancorp is required to hold an advisory shareholder vote to approve the
compensation of Central Jersey Bancorp’s Named Executive Officers at its
annual meeting, which is presented in Item 2 of this Proxy
Statement. The outcome of the vote is not binding on the Board
of Directors of Central Jersey
Bancorp.
|
2005
Equity Incentive Plan; Stock Option Plan
Central
Jersey Bancorp’s 2005 Equity Incentive Plan, which was approved by the
shareholders of Central Jersey Bancorp at its 2005 annual meeting of
shareholders (the “Equity Incentive Plan”), is designed to encourage and enable
employees and directors of Central Jersey Bancorp and Central Jersey Bank, N.A.,
who are in a position to make significant contributions to the growth, success
and profitability of the company, to acquire or increase their holdings of
Common Stock and other interests therein. As a result of the approval
of the Equity Incentive Plan, no additional option grants will be made under the
Central Jersey Bancorp Stock Option Plan which had been placed into effect on
August 1, 2000 (the “Stock Option Plan”).
Pursuant
to the Equity Incentive Plan, incentive and non-qualified stock options may be
granted to eligible employees and employee-directors of Central Jersey Bancorp
and Central Jersey Bank, N.A., and nonqualified stock options may be granted to
eligible non-employee directors. In addition, pursuant to the Equity
Incentive Plan, participants may be eligible to receive, under certain
conditions, (1) stock appreciation rights in the form of related stock
appreciation rights and freestanding stock appreciation rights, (2) restricted
awards in the form of restricted stock awards and restricted stock units, (3)
performance awards in the form of performance share awards and performance unit
awards, (4) phantom stock awards, and (5) dividend equivalent
awards.
As of
December 31, 2009, options to purchase 1,023,442 shares of Central Jersey
Bancorp’s Common Stock were outstanding under the Stock Option Plan and 113,448
stock appreciation rights were outstanding under the Equity Incentive
Plan. All outstanding options under the Stock Option Plan have
vested. The outstanding stock appreciation rights became fully vested
on February 1, 2010. There have been no awards made under the Equity
Incentive Plan since 2005.
Securities
Authorized for Issuance under Equity Compensation Plans
The
number of equity securities to be issued upon the exercise of outstanding stock
options, warrants and rights, the weighted-average exercise price of outstanding
options, warrants and rights and the number of securities remaining available
for issuance, as of December 31, 2009, were as follows:
2009
EQUITY COMPENSATION PLAN TABLE
Plan
category
|
|
Number
of
Securities
to be
Issued
Upon
Exercise
of
Outstanding
Options,
Warrants
and
Rights
(a)(2)
|
|
Weighted-Average
Exercise
Price of
Outstanding
Options,
Warrants
and
Rights
(b)
|
|
Number
of Securities
Remaining
Available for
Future
Issuance Under
Equity
Compensation
Plans
(Excluding
Securities
Reflected in
Column
(a))
(c)(3)
|
Equity
compensation plans
approved
by security holders
(1)
|
|
|
1,023,442
|
|
|
$
|
5.29
|
|
|
|
1,608,111
|
|
Equity
compensation plans
not
approved by security
holders
|
|
|
---
|
|
|
|
---
|
|
|
|
---
|
|
Total
|
|
|
1,023,442
|
|
|
$
|
5.29
|
|
|
|
1,608,111
|
|
______________________________________
(1)
|
Central
Jersey Bancorp currently has no equity compensation plans other than the
Stock Option Plan and the Equity Incentive Plan described
herein. No additional option grants will be made under the
Stock Option Plan. As of January 1, 2005, all stock options
issued under the Stock Option Plan had
vested.
|
(2)
|
The
shares have been adjusted, as appropriate, to account for the 5% stock
dividends paid to the shareholders of Central Jersey Bancorp on July 1,
2008, July 2, 2007, July 1, 2006 and December 31, 2003, 2002, 2001 and
2000, respectively, the 2 for 1 stock split in the form of a stock
dividend effected as of June 15, 2005 and the 6 for 5 stock split in the
form of a stock dividend effected as of July 15, 2004. The
shares have also been adjusted as appropriate to account for 5% stock
distributions made to the former stockholders of Allaire Community Bank on
February 28, 1999, September 29, 2000, May 21, 2001, April 24, 2002, and
June 7, 2004, and the 3 for 2 stock split effected as of February 11,
2003.
|
(3)
|
Represents
the total number of shares available pursuant to the Equity Incentive Plan
which has been adjusted to account for 5% stock dividends paid to the
shareholders of Central Jersey Bancorp on July 1, 2008, July 2, 2007 and
July 1, 2006 and the 2 for 1 stock split effected as of June 15,
2005.
|
Outstanding
Equity Awards at Fiscal Year-End
The
following table provides information about all equity compensation awards held
by the Named Executive Officers at December 31, 2009, updated to reflect the
vesting of SARs on February 1, 2010. Unless otherwise indicated, the
number of securities provided in the table represent stock options.
Outstanding
Equity Awards
for Fiscal Year End December 31,
2009
|
|
|
|
|
Number
of
Securities
Underlying
Unexercised
Options
(#)
Exercisable
(1)
|
|
Number
of
Securities
Underlying
Unexercised
Options
(#)
Unexercisable
|
|
Equity
Incentive
Plan
Awards:
Number
of
Securities
Underlying
Unexercised
Unearned
Options
(#)
|
|
Option
Exercise
Price
($)(1)
|
|
|
James
S. Vaccaro
|
|
2/1/06
12/1/03
12/31/02
8/31/01
|
|
17,364 (2)
72,930
14,586
64,320
|
|
--
--
--
--
|
|
--
--
--
--
|
|
$9.40
$8.57
$5.04
$3.30
|
|
2/1/16
12/1/13
12/31/12
8/31/11
|
Robert
S. Vuono
|
|
2/1/06
2/26/03
4/1/02
7/25/01
7/25/01
5/22/00
5/22/00
|
|
14,470
(3)
1,827
3,829
25,653
25,653
13,018
16,531
|
|
--
--
--
--
--
--
--
|
|
--
--
--
--
--
--
--
|
|
$9.40
$7.56
$3.39
$3.82
$3.82
$2.72
$2.72
|
|
2/1/16
2/25/13
4/1/12
7/25/12
7/25/11
5/22/10
5/22/10
|
Anthony
Giordano, III
|
|
2/1/06
12/1/03
12/31/02
8/31/01
8/31/00
|
|
8,681
(4)
21,879
7,293
12,866
13,510
|
|
--
--
--
--
--
|
|
--
--
--
--
--
|
|
$9.40
$8.57
$5.04
$3.30
$3.18
|
|
2/1/16
12/1/13
12/31/12
8/31/11
8/31/10
|
_________________________________________
(1)
|
These
amounts have been adjusted, as appropriate, to account for the 5% stock
dividends paid to the shareholders of Central Jersey Bancorp on July 1,
2008, July 2, 2007, July 1, 2006 and December 31, 2003, 2002, 2001 and
2000, respectively, the 2 for 1 stock split in the form of a stock
dividend effected as of June 15, 2005 and the 6 for 5 stock split in the
form of a stock dividend effected as of July 15, 2004. These
amounts have also been adjusted, as appropriate, to account for 5% stock
distributions made to the former stockholders of Allaire Community Bank on
February 28, 1999, September 29, 2000, May 21, 2001, April 24, 2002, and
June 7, 2004, and the 3 for 2 stock split effected as of February 11,
2003.
|
(2)
|
Represents
SARs granted under the Equity Incentive Plan. 25% of the 17,364
SARs granted, as adjusted, became exercisable on each of February 1, 2007,
February 1, 2008, February 1, 2009 and February 1,
2010.
|
(3)
|
Represents
SARs granted under the Equity Incentive Plan. 25% of the 14,470
SARs granted, as adjusted, became exercisable on each of February 1, 2007,
February 1, 2008, February 1, 2009 and February 1,
2010.
|
(4)
|
Represents
SARs granted under the Equity Incentive Plan. 25% of the 8,681
SARs granted, as adjusted, became exercisable on each of February 1, 2007,
February 1, 2008, February 1, 2009 and February 1,
2010.
|
There
were no SARs exercised by any of the Named Executive Officers during the year
ended December 31, 2009.
During
the year ended December 31, 2009, Mr. Vuono exercised 14,775 stock options at an
exercise price of $2.97.
Potential
Payments to Named Executive Officers Upon Termination of Employment or Change in
Control
On August 1, 2006, Central Jersey
Bancorp entered into a change of control agreement (each an “Agreement” and,
collectively, the “Agreements”) with each of James S. Vaccaro, Robert S. Vuono
and Anthony Giordano, III (each an “Executive”). Each Agreement is
effective as of August 1, 2006 (the “Effective Date”), and will continue in full
force and effect for so long as the Executive party to the Agreement is employed
by Central Jersey Bancorp and/or Central Jersey Bank, N.A. On
December 23, 2008, each Agreement was amended and restated in order for such
Agreements to be in compliance with Section 409A of the Internal Revenue Code of
1986, as amended (the “Code”) and to include a provision with respect to Section
280G of the Code. On March 24, 2010, the Agreement with Mr. Giordano
was further amended and restated to provide for terms consistent with those of
the Agreements with Mr. Vaccaro and Mr. Vuono. The Amended and
Restated Change of Control Agreements with each of Mr. Vaccaro and Mr. Vuono and
the Second Amended and Restated Change of Control Agreement with Mr. Giordano
are each individually referred to herein as an “Amended Agreement” and,
collectively, as the “Amended Agreements.”
In the
event that either (1) the Executive is terminated without Cause (as defined
below) in connection with (A) a merger of Central Jersey Bancorp where Central
Jersey Bancorp is not the surviving entity, (B) the acquisition of greater than
50% of Central Jersey Bancorp’s voting stock by an entity or group of
individuals other than the shareholders of Central Jersey Bancorp as of the
Effective Date, (C) the sale or disposition of all or substantially all of
Central Jersey Bancorp’s assets, or (D) the determination by the Board of
Directors of Central Jersey Bancorp that a change of control has occurred or is
about to occur (each a “Change of Control Event”), or (2) the Executive is
terminated without Cause and a Change of Control Event occurs within 12 months
after such termination of employment, or (3) a Change of Control Event occurs
and the Executive is not retained by the successor entity or group (the
“Successor Entity”) for a period of at least 36 months commencing on the
effective date of the Change of Control Event pursuant to a written agreement
containing the provisions described below (the “New Agreement”), the Executive
shall be entitled to severance from Central Jersey Bancorp.
For
purposes of each Amended Agreement and any New Agreement, “Cause” shall mean as
follows: (1) the Executive willfully, or as a result of gross negligence on his
part, fails substantially to (A) carry out the lawful policies of Central Jersey
Bancorp’s Board of Directors or the Successor Entity’s governing body or (B)
discharge his duties and responsibilities as an Executive of Central Jersey
Bancorp and Central Jersey Bank, N.A. or the Successor Entity for any reason
other than the Executive’s disability, (2) the Executive is convicted of or
enters a plea of no contest with respect to a felony, (3) the Executive engages
in conduct which is demonstrably and substantially injurious to Central Jersey
Bancorp or the Successor Entity, (4) the Executive materially breaches the
Amended Agreement or New Agreement, or commits any deliberate and intentional
violation of the confidentiality and non-compete provisions of the Amended
Agreement or New Agreement, or (5) the Executive commits willful or intentional
misconduct that has a material adverse effect on Central Jersey Bancorp or
Central Jersey Bank, N.A. or the Successor Entity.
In
addition to the foregoing, in the event an Executive’s employment is terminated
without Cause in connection with any acquisition by Central Jersey Bancorp of
any bank, bank holding company or other similar institution (the “Acquisition”),
and the Acquisition does not constitute a Change of Control Event, the Executive
shall nevertheless be entitled to receive severance from Central Jersey Bancorp,
which shall be payable in-full by Central Jersey Bancorp within 10 business days
after the effective date of the termination of Executive’s employment without
Cause or by December 31 of the year the termination of employment occurred,
whichever is earlier.
The
Executives are entitled to receive 30 months severance. The amount of
severance payable to an Executive will be based upon his monthly salary in
effect at the time of the Change of Control Event or the Acquisition, a
percentage of the previous cash bonus payments made to him and the cash
equivalent of the monthly benefits provided to him at the time of the Change of
Control Event or the Acquisition. The Executive shall only be
entitled to such severance if he agrees to remain as an employee of Central
Jersey Bancorp and assist in the transition until the effective date of the
Change of Control Event. In the event that the Executive is to
receive severance, the severance shall be payable in-full by Central Jersey
Bancorp within 10 business days after the effective date of the Change of
Control Event or by December 31 of the year the termination of employment
occurred, whichever is earlier.
A New
Agreement with a Successor Entity discussed above must provide that the
Executive shall have (1) the same or substantially equal position with similar
title and responsibilities and the same or greater salary, benefits and bonuses
that the Executive was entitled to receive from Central Jersey Bancorp
immediately prior to the Change of Control Event, and (2) a commuting distance
that is not greater than 30 miles from the Executive’s current
residence. The New Agreement also must provide that if the Executive
accepts employment with the Successor Entity as of the effective date of the
Change of Control Event and the Executive (x) is terminated by the Successor
Entity without Cause, or dies or becomes disabled (and such disability results
in the termination of employment), during the 36 month period commencing on the
effective date of the Change of Control Event or (y) or voluntarily terminates
his employment with the Successor Entity on the 6 month anniversary of the
effective date of the Change of Control Event (the “6 Month Anniversary Date”),
the Executive shall be entitled to severance (as defined the Amended Agreements)
from the Successor Entity.
If the
Executive’s employment is terminated by the Successor Entity, or he dies or
becomes disabled (and such disability results in the termination of employment),
as provided in subpart (x) in the preceding paragraph, he shall receive
severance for the number of months equal to the remainder of 30 months less the
number of whole months Executive was employed by the Successor Entity following
the 6 Month Anniversary Date; provided, however, that if the Executive’s
employment is terminated by the Successor Entity as provided in subpart (x)
above prior to the 6 Month Anniversary Date, the Executive shall receive 30
months severance. If the Executive terminates his employment with the
Successor Entity on the 6 Month Anniversary Date as provided in subpart (y) in
the preceding paragraph, he shall receive severance for 30 months. In
no event shall Executive be entitled to receive less than 6 months severance.
The Executive shall not be entitled to any severance, however, if he terminates
his employment with the Successor Entity as provided in subpart (y) above other
than on the 6 Month Anniversary Date for any reason other than death or
disability. Any severance shall be payable in-full within 10 business days after
the termination of Executive’s employment with the Successor Entity or by
December 31 of the year the termination of employment occurred, whichever is
earlier. The Executive shall not be entitled to any severance should
his employment with the Successor Entity terminate for any reason after the
expiration of the 36 month period commencing on the effective date of the Change
of Control Event.
In the
event that the payments and other benefits provided for in the Amended
Agreements constitute “parachute payments” within the meaning of Section 280G of
the Code and will be subject to the excise tax imposed by Section 4999 of the
Code (the “Excise Tax”), then the Executive’s severance benefits payable under
the terms of the Amended Agreements will be either (1) delivered in full, or (2)
delivered as to such lesser extent which would result in no portion of such
severance benefits being subject to the Excise Tax, whichever of the foregoing
amounts, taking into account the applicable federal, state and local income
taxes and the Excise Tax, results in the receipt by the Executive, on an
after-tax basis, of the greatest amount of severance benefits, notwithstanding
that all or some portion of such severance benefits may be taxable under Section
4999 of the Code.
In
consideration for the right to receive the severance provided for in an Amended
Agreement, each Amended Agreement also contains customary non-competition and
non-solicitation provisions applicable to the Executive party to the Amended
Agreement.
The above
descriptions are qualified in their entirety by the actual Amended Agreements
with each of Mr. Vaccaro and Mr. Vuono, which have been previously filed as
exhibits to Central Jersey Bancorp’s Current Report on Form 8-K filed with the
SEC on December 31, 2008, and the actual Amended Agreement with Mr. Giordano,
which has been previously filed as an exhibit to Central Jersey Bancorp’s Annual
Report on Form 10-K for the year ended December 31, 2009 that was filed with the
SEC on March 30, 2010.
For so
long as Central Jersey Bancorp’s obligations under TARP remain outstanding, the
Amended Agreements are subject to the provisions of the EESA and the regulations
promulgated thereunder. See “Restrictions on Compensation under the
Treasury’s Capital Purchase Program” under “Narrative Disclosure to Summary
Compensation Table.”
DIRECTOR
COMPENSATION
Directors
of Central Jersey Bancorp receive fees for attending regular and special
meetings of the Board of Directors and any committee of the Board on which a
director is a member. Non-employee directors are also eligible to
receive stock-based awards under the Equity Incentive Plan. See “2005
Equity Incentive Plan; Stock Option Plan” above. No director received
any award under the Equity Incentive Plan in 2009. The table below
sets forth the annual compensation for the Central Jersey Bancorp’s non-employee
directors for the year ended December 31, 2009:
2009
Director Compensation Table
|
|
|
Fees
Earned
or
Paid in
Cash
|
|
Stock
Awards
|
|
Option
Awards
|
|
Non-Equity
Incentive
Plan
Compensation
($)
|
|
Nonqualified
Deferred
Compensation
Earnings
|
|
All
Other
Compensation
($)
|
|
Total
|
James
G. Aaron, Esq.
|
|
$ 24,000
|
|
$ --
|
|
$
3,301
|
|
$ --
|
|
$ --
|
|
$ --
|
|
$27,301
|
Mark
R. Aikins, Esq.
|
|
$ 26,000
|
|
$ --
|
|
$ 3,301
|
|
$ --
|
|
$ --
|
|
$ --
|
|
$29,301
|
John
A. Brockriede
|
|
$ 26,000
|
|
$ --
|
|
$ 3,301
|
|
$ --
|
|
$ --
|
|
$ --
|
|
$29,301
|
George
S. Callas
|
|
$ 24,000
|
|
$ --
|
|
$ 3,301
|
|
$ --
|
|
$ --
|
|
$ 1,196 (3)
|
|
$28,497
|
Paul
A. Larson, Jr.
|
|
$ 25,250
|
|
$ --
|
|
$ 3,301
|
|
$ --
|
|
$ --
|
|
$ --
|
|
$28,551
|
John
F. McCann
|
|
$ 15,000
|
|
$ --
|
|
$ 3,301
|
|
$ --
|
|
$ --
|
|
$ --
|
|
$18,301
|
Carmen
M. Penta, CPA
|
|
$ 26,000
|
|
$ --
|
|
$ 3,301
|
|
$ --
|
|
$ --
|
|
$ --
|
|
$29,301
|
Mark
G. Solow
|
|
$ 21,000
|
|
$ --
|
|
$ 3,301
|
|
$ --
|
|
$ --
|
|
$ --
|
|
$24,301
|
___________________________________________
(1)
|
See
the Summary Compensation Table above for information regarding
compensation paid to James S. Vaccaro and Robert S. Vuono in connection
with their respective memberships on the Board of
Directors.
|
(2)
|
See
below for information concerning the aggregate number of options awards
outstanding at December 31, 2009 for each
director.
|
(3)
|
Represents
the amount contributed by Central Jersey Bank, N.A. pursuant to a bank
owned life insurance (BOLI)
contract.
|
The
following table sets forth the outstanding equity awards held by each
non-employee director of Central Jersey Bancorp as of December 31,
2009:
Name
(1)
|
Number
of Securities
Underlying
Unexercised
Options
(2)(3)(4)
|
James
G. Aaron, Esq.
|
50,048
|
Mark
R. Aikins, Esq.
|
50,048
|
John
A. Brockriede
|
31,211
|
George
S. Callas
|
56,479
|
Paul
A. Larson, Jr.
|
40,508
|
John
F. McCann
|
50,048
|
Carmen
M. Penta, C.P.A.
|
44,368
|
Mark
G. Solow
|
50,048
|
(1)
|
See
“Outstanding Equity Awards for Fiscal Year-End December 31, 2009” above
for information regarding outstanding equity compensation awards held by
the Named Executive Officers at December 31,
2009.
|
(2)
|
These
amounts have been adjusted, as appropriate, to account for the 5% stock
dividends paid to the shareholders of Central Jersey Bancorp on July 1,
2008, July 2, 2007, July 1, 2006 and December 31, 2003, 2002, 2001 and
2000, respectively, the 2 for 1 stock split in the form of a stock
dividend effected as of June 15, 2005 and the 6 for 5 stock split in the
form of a stock dividend effected as of July 15, 2004. The
shares have also been adjusted as appropriate to account for 5% stock
distributions made to the former stockholders of Allaire Community Bank on
February 28, 1999, September 29, 2000, May 21, 2001, April 24, 2002, and
June 7, 2004, and the 3 for 2 stock split effected as of February 11,
2003.
|
(3)
|
All
stock options have vested as of January 1,
2005.
|
(4)
|
Includes
5,789 SARs (as adjusted) granted on February 1, 2006 to each director
under the Equity Incentive Plan. These SARs have an adjusted
exercise price of $9.40 and can only be settled in cash. The
SARs vest evenly over a four year period and expire on February 1,
2016.
|
During
the year ended December 31, 2009, Mr. Callas exercised 25,127 stock options at
an exercise price of $2.97, and Mr. Brockriede exercised 9,648 options at an
exercise price of $3.42 and 9,189 options at an exercise price of
$4.90.
There
were no option grants or other awards made by Central Jersey Bancorp during the
year ended December 31, 2009.
ITEM
2 - NON-BINDING ADVISORY RESOLUTION APPROVING THE COMPENSATION OF THE NAMED
EXECUTIVE OFFICERS
The Board
of Directors believes that Central Jersey Bancorp’s compensation policies and
procedures are competitive, are focused on pay-for-performance principles and
are strongly aligned with the long-term interests of Central Jersey Bancorp’s
shareholders. The Board also believes that both Central Jersey
Bancorp and its shareholders benefit from responsive corporate governance
policies and constructive and consistent dialogue.
The EESA
requires, among other things, that every participant in TARP must permit a
non-binding shareholder vote to approve the compensation of certain of the
participant’s executive officers. Accordingly, you are asked to
approve, in a non-binding advisory vote, the compensation of Central Jersey
Bancorp’s Named Executive Officers as described under the heading “Executive
Compensation” or otherwise described herein, by voting in favor of the following
non-binding advisory resolution:
“
RESOLVED
, that the
shareholders of Central Jersey Bancorp approve the compensation of Central
Jersey Bancorp’s Named Executive Officers as disclosed in Central Jersey
Bancorp’s Proxy Statement for the 2010 annual meeting of
shareholders.”
Under the
EESA, your vote is advisory and will not be binding upon the Board of Directors
and will not overrule any decision by the Board or require the Board to take any
action. However, the Compensation Committee will take the outcome of
this advisory vote into account when considering future compensation
arrangements.
THE BOARD
OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE “FOR” THE NON-BINDING ADVISORY
RESOLUTION APPROVING THE COMPENSATION OF THE NAMED EXECUTIVE OFFICERS, AS
DESCRIBED HEREIN.
The
affirmative vote of a majority of the votes cast at the Annual Meeting will
approve this non-binding advisory resolution.
CERTAIN
RELATIONSHIPS AND RELATED PARTY TRANSACTIONS
The Board
of Directors has adopted a written charter for the Audit Committee (see “Report
of the Audit Committee of the Board of Directors” above) whereby the Audit
Committee oversees and evaluates all related party transactions proposed to be
entered into by Central Jersey Bancorp. Further, Central Jersey
Bancorp has adopted a Code of Conduct/Ethics Policy (the “Code of Conduct”)
applicable to all employees and directors of Central Jersey Bancorp and Central
Jersey Bank, N.A., which Code of Conduct promotes the honest and ethical
conduct, including the ethical handling of actual or apparent conflicts of
interest between personal and professional
relationships. Additionally, the Code of Conduct provides that any
services performed by a director (or a business in which a director is a
partner, significant shareholder, director or executive officer) for the benefit
of Central Jersey Bancorp or Central Jersey Bank, N.A., or its customers, is
subject to disclosure to and approval by the President and Chief Executive
Officer of Central Jersey Bancorp and Central Jersey Bank, N.A. and further
subject to disclosure to and approval by the Board of Directors when the
President and Chief Executive Officer reasonably believes there is the potential
for a material conflict between the director’s interests and the interests of
Central Jersey Bancorp and/or Central Jersey Bank, N.A.
It is
anticipated that certain directors of Central Jersey Bancorp, their family
members, and the businesses and organizations with which they are associated,
may have banking and non-banking transactions with Central Jersey Bank, N.A. in
the ordinary course of business. Officers, directors and employees of
Central Jersey Bank, N.A. also may have banking transactions with Central Jersey
Bank, N.A. The terms and conditions of any loan or commitment to
loan, and of any other transaction, will be in accordance with applicable laws
and on substantially the same terms as those prevailing at the time for
comparable transactions with other persons or organizations with similar
creditworthiness.
In the past, Central Jersey Bank, N.A.
had leased conference, office and storage space at 6 West End Court, Long
Branch, New Jersey. The landlord of the leased space at 6 West End
Court was MCB Associates, L.L.C. (“MCB Associates”). The following
directors of Central Jersey Bancorp and/or Central Jersey Bank, N.A. have an
interest in MCB Associates: James G. Aaron, Esq., Mark R. Aikins,
Esq., John A. Brockriede, John F. McCann, Carmen M. Penta, C.P.A., Mark G. Solow
and James S. Vaccaro. The negotiations with respect to the leased
conference, office and storage space at 6 West End Court were conducted at
arms-length and the lease amount to be paid by Central Jersey Bank, N.A. was
determined by an independent appraiser to be at fair market
value. Based on the foregoing, the Board of Directors has determined
that such related party transaction does not disqualify James G. Aaron, Esq.,
John A. Brockriede, John F. McCann and/or Mark G. Solow from qualifying as
independent. The lease was terminated as of August 31,
2008. For the year ended December 31, 2008, Central Jersey Bancorp
paid lease costs of $43,000 in connection with its lease arrangement with MCB
Associates.
During
the year ended December 31, 2009, the lending staff of Central Jersey Bank,
N.A., from time to time, retained the services of the law firm of Ansell, Zaro,
Grimm & Aaron, P.C., of which James G. Aaron, Esq., a director of Central
Jersey Bancorp and Central Jersey Bank, N.A., is a shareholder. The services
performed by Ansell, Zaro, Grimm & Aaron, P.C. and the fees charged were on
substantially the same terms as those prevailing at the time for comparable
services from other law firms. In accordance with the Code of
Conduct, the Chairman, President and Chief Executive Officer of Central Jersey
Bancorp and Central Jersey Bank, N.A. and the Board of Directors determined that
such services are not in conflict with the interests of Central Jersey Bancorp
or Central Jersey Bank, N.A. nor do they disqualify Mr. Aaron from qualifying as
an independent director. For the years ended December 31, 2009 and
2008, Central Jersey Bancorp paid the law firm of Ansell, Zaro, Grimm &
Aaron, P.C. fees of approximately $3,000 and $10,000, respectively.
SECTION
16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section
16(a) of the Exchange Act requires Central Jersey Bancorp’s executive officers
and directors, and persons who own more than 10% of a registered class of
Central Jersey Bancorp’s equity securities, to file reports of ownership and
changes of ownership on Forms 3, 4 and 5 with the SEC. Executive
officers, directors and greater than 10% shareholders are required by SEC
regulation to furnish Central Jersey Bancorp with copies of all Forms 3, 4 and 5
they file. Central Jersey Bancorp believes that all filings required
to be made by its executive officers, directors and greater than 10%
shareholders pursuant to Section 16(a) of the Exchange Act have been filed
within the time periods prescribed, with the exception of a Form 4 for Robert S.
Vuono relating to one exercise of stock options, a Form 4 for George S. Callas
relating to two exercises of stock options, and a Form 4 for Robert K. Wallace,
Executive Vice President and Senior Chief Lending Officer of Central Jersey
Bancorp, relating to six exercises of stock options. All of the
aforementioned Form 4s have been filed with the SEC.
SHAREHOLDER
COMMUNICATIONS WITH DIRECTORS
The Board
has adopted a formal process to be followed for those shareholders who wish to
communicate directly with the Board or any individual director of Central Jersey
Bancorp. A shareholder can contact the Board, or any individual
director, by sending a written communication to: Central Jersey
Bancorp, Board of Directors, c/o Chairman of the Board, 1903 Highway 35,
Oakhurst, New Jersey 07755. A shareholder’s letter should also
indicate that he or she is a shareholder of Central Jersey
Bancorp. The Chairman shall either (1) distribute such communication
to the Board, or a member or members thereof, as appropriate, depending upon the
facts and circumstances described in the communication received; or (2)
determine that the communication should not be forwarded to the Board because,
in his or her judgment, (a) the communication is primarily commercial in nature
and relates to Central Jersey Bancorp’s ordinary business or relates to a topic
that is improper or not relevant to the Board; or (b) Central Jersey Bancorp’s
management can adequately handle the shareholder inquiry or request, in which
case the inquiry or request will be forwarded to the appropriate
individual. If a shareholder communication is addressed to one or
more members of the Board, but not the entire Board, the Chairman shall notify
any member of the Board to whom such communication was not addressed that such
communication was received and shall provide a copy of such communication upon
request.
At each Board meeting, the Chairman
shall present a summary of all communications received since the last Board
meeting which were not forwarded to the Board, as well as the basis for the
determination by the Chairman as to why the communications were not forwarded to
the Board, and shall make those communications available upon
request.
SHAREHOLDER
PROPOSALS
Shareholder
proposals for presentation at Central Jersey Bancorp’s next annual meeting of
shareholders must be received by Central Jersey Bancorp at its principal
executive offices for inclusion in its proxy statement and form of proxy
relating to that meeting no later than December 31, 2010. Central
Jersey Bancorp’s By-laws contain certain procedures which must be followed in
connection with shareholder proposals.
ANNUAL
REPORT TO SHAREHOLDERS
The
annual report to shareholders for the year ended December 31, 2009 accompanies
this Proxy Statement. ParenteBeard has audited the financial
statements for the year ended December 31, 2009, which statements are contained
in the annual report to shareholders. Such annual report, including
the audited financial statements contained therein, is not incorporated in this
Proxy Statement and is not to be deemed a part of the proxy soliciting
material.
RELATIONSHIP
WITH INDEPENDENT ACCOUNTANTS
Selection
of the independent public accountants for Central Jersey Bancorp is made by the
Audit Committee of the Board of Directors. ParenteBeard served as
Central Jersey Bancorp’s independent public accountants for the year ended
December 31, 2009. The Audit Committee has selected ParenteBeard to
serve as Central Jersey Bancorp’s independent public accountants for the year
ending December 31, 2010. Representatives from ParenteBeard will be
present at the Annual Meeting and will be available to respond to appropriate
questions.
OTHER
MATTERS
It is not
expected that any matter not referred to herein will be presented for action at
the Annual Meeting. If any other matters are properly brought before
the Annual Meeting, the persons named in the proxies or authorized substitutes
will have discretion to vote on such matters and on matters incident to the
conduct of the Annual Meeting in accordance with their best
judgment.
SHAREHOLDERS
SHARING THE SAME ADDRESS
Central
Jersey Bancorp has adopted a procedure called “householding,” which has been
approved by the SEC. Under this procedure, Central Jersey Bancorp is
delivering only one copy of the Annual Report and Proxy Statement to multiple
shareholders who share the same mailing address and have the same last name,
unless Central Jersey Bancorp has received contrary instructions from an
affected shareholder. This procedure reduces Central Jersey Bancorp’s
printing costs, mailing costs and fees. Shareholders who participate
in householding will continue to receive separate proxy cards.
Central
Jersey Bancorp will deliver promptly upon written or oral request a separate
copy of the Annual Report and the Proxy Statement to any shareholder at a shared
address to which a single copy of either of those documents was
delivered. To receive a separate copy of the Annual Report or Proxy
Statement, you may write to Mr. James S. Vaccaro, Chairman, President and Chief
Executive Officer, Central Jersey Bancorp, 1903 Highway 35, Oakhurst, New Jersey
07755, or call (732) 663-4000.
INTERNET
AVAILABILITY OF ANNUAL REPORT AND PROXY MATERIALS
This
Proxy Statement and Central Jersey Bancorp’s Annual Report for the year ended
December 31, 2009 are available on the Internet at
http://www.cfpproxy.com/4562
.
ANNUAL
REPORT ON FORM 10-K
On written request, Central Jersey
Bancorp will provide without charge to each record or beneficial holder of the
Central Jersey Bancorp’s Common Stock, a copy of Central Jersey Bancorp’s Annual
Report on Form 10-K for the year ended December 31, 2009, as filed with the
SEC. Requests should be addressed to Mr. James S. Vaccaro, Chairman,
President and Chief Executive Officer, Central Jersey Bancorp, 1903 Highway 35,
Oakhurst, New Jersey 07755. It should be noted that a copy of the
Annual Report on Form 10-K is included with the Annual Report to shareholders
which accompanies this Proxy Statement.
SHAREHOLDERS
WHO WISH TO ATTEND THE ANNUAL MEETING IN PERSON MAY REQUEST DIRECTIONS BY
WRITING TO CENTRAL JERSEY BANCORP, INVESTOR RELATIONS, 1903 HIGHWAY 35,
OAKHURST, NEW JERSEY 07755 OR BY CALLING (732) 663-4000.
ALL
SHAREHOLDERS ARE URGED TO COMPLETE, SIGN, DATE AND RETURN THEIR PROXIES WITHOUT
DELAY IN THE SELF ADDRESSED, POSTAGE PREPAID ENVELOPE ENCLOSED
HEREWITH. PROMPT RESPONSE IS HELPFUL AND YOUR COOPERATION WILL BE
APPRECIATED. THANK YOU.
By
Order of the Board of Directors
|
|
/s/
Robert S. Vuono
|
Robert
S. Vuono
|
Secretary
|
REVOCABLE
PROXY
CENTRAL
JERSEY BANCORP
x
PLEASE MARK YOUR
VOTES AS IN THIS EXAMPLE
THIS PROXY IS SOLICITED ON
BEHALF OF THE BOARD OF DIRECTORS
For
the Annual Meeting of Shareholders
to
be held on May 26, 2010
The
undersigned, a shareholder of CENTRAL JERSEY BANCORP, hereby constitutes and
appoints JAMES S. VACCARO and ROBERT S. VUONO, and each of them, as proxies of
the undersigned with full power of substitution, for and in the name, place and
stead of the undersigned, to attend the Annual Meeting of Shareholders of said
Central Jersey Bancorp called and to be held at Branches Catering Hall, located
at 123 Monmouth Road (Route 71), West Long Branch, New Jersey, on Wednesday, May
26, 2010 at 9:00 a.m., local time (the “Annual Meeting”), and any adjournment or
postponement thereof, and thereat to vote as designated hereon the number of
shares the undersigned would be entitled to vote and with all powers the
undersigned would possess if personally present.
1.
|
To
elect the following nominees for director of Central Jersey Bancorp who
will serve for the following year and until their successors have been
elected and qualify (vote on all):
|
James G.
Aaron, Mark R. Aikins, John A. Brockriede, George S. Callas, Paul A. Larson,
Jr., Carmen M. Penta, Mark G. Solow, James S. Vaccaro and Robert S.
Vuono
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
ALL
|
WITHHOLD
ALL
|
FOR
ALL EXCEPT
|
¨
|
¨
|
¨
|
2.
|
To
approve, in a non-binding advisory vote, a resolution approving the
compensation of the Named Executive Officers of Central Jersey Bancorp as
described in the accompanying Proxy
Statement.
|
FOR
|
AGAINST
|
ABSTAIN
|
¨
|
¨
|
¨
|
3.
|
To
transact such other business as may properly come before the Annual
Meeting or any adjournment or postponement
thereof.
|
THIS
PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN A MANNER DIRECTED HEREIN BY THE
BELOW SIGNED SHAREHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE
VOTED “FOR” EACH OF THE NOMINEES FOR DIRECTOR AND FOR THE RESOLUTION TO APPROVE,
ON A NON-BINDING ADVISORY BASIS, THE COMPENSATION OF THE NAMED EXECUTIVE
OFFICERS OF CENTRAL JERSEY BANCORP AS DESCRIBED IN THE ACCOMPANYING PROXY
STATEMENT.
Please
be sure to sign and date
this
Proxy in the box below.
|
Date
,
2010
|
|
|
Shareholder
sign above
|
Co-holder
(if any) sign above
|
Ç
Detach
above card, sign, date and mail in postage paid envelope provided.
Ç
CENTRAL
JERSEY BANCORP
Please
sign exactly as your name appears herein. When shares are held
by joint tenants, both should sign. When signing as attorney,
executor, administrator, trustee or guardian, please print the full title
of your signing capacity. If a corporation, please have signed
by the President or other authorized officer of such
corporation. If a partnership or limited liability company,
please have signed by an authorized person for such partnership or limited
liability company.
|
PLEASE
MARK, SIGN, DATE AND RETURN THE PROXY
PROMPTLY
USING THE ENCLOSED ENVELOPE.
REVOCABLE
PROXY
CENTRAL
JERSEY BANCORP
401(k)
x
PLEASE MARK YOUR VOTES
AS IN THIS EXAMPLE
THIS PROXY IS SOLICITED ON
BEHALF OF THE BOARD OF DIRECTORS
For
the Annual Meeting of Shareholders
to
be held on May 26, 2010
The
undersigned, a shareholder of CENTRAL JERSEY BANCORP, hereby constitutes and
appoints JAMES S. VACCARO and ROBERT S. VUONO, and each of them, as proxies of
the undersigned with full power of substitution, for and in the name, place and
stead of the undersigned, to attend the Annual Meeting of Shareholders of said
Central Jersey Bancorp called and to be held at Branches Catering Hall, located
at 123 Monmouth Road (Route 71), West Long Branch, New Jersey, on Wednesday, May
26, 2010 at 9:00 a.m., local time (the “Annual Meeting”), and any adjournment or
postponement thereof, and thereat to vote as designated hereon the number of
shares the undersigned would be entitled to vote and with all powers the
undersigned would possess if personally present.
1.
|
To
elect the following nominees for director of Central Jersey Bancorp who
will serve for the following year and until their successors have been
elected and qualify (vote on all):
|
James G.
Aaron, Mark R. Aikins, John A. Brockriede, George S. Callas, Paul A. Larson,
Jr., Carmen M. Penta, Mark G. Solow, James S. Vaccaro and Robert S.
Vuono
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
ALL
|
WITHHOLD
ALL
|
FOR
ALL EXCEPT
|
¨
|
¨
|
¨
|
2.
|
To
approve, in a non-binding advisory vote, a resolution approving the
compensation of the Named Executive Officers of Central Jersey Bancorp as
described in the accompanying Proxy
Statement.
|
FOR
|
AGAINST
|
ABSTAIN
|
¨
|
¨
|
¨
|
3.
|
To
transact such other business as may properly come before the Annual
Meeting or any adjournment or postponement
thereof.
|
SHARES OF
CENTRAL JERSEY BANCORP COMMON STOCK FOR WHICH VOTING INSTRUCTIONS ARE NOT
PROPERLY COMPLETED OR SIGNED, OR RECEIVED IN A TIMELY MANNER, WILL BE VOTED IN
THE SAME PROPORTION AS THOSE SHARES FOR WHICH VOTING INSTRUCTIONS WERE PROPERLY
COMPLETED AND SIGNED, AND RECEIVED IN A TIMELY MANNER, SO LONG AS SUCH VOTE IS
IN ACCORDANCE WITH THE PROVISIONS OF THE EMPLOYMENT RETIREMENT INCOME SECURITY
ACT OF 1974, AS AMENDED.
Please
be sure to sign and date
this
Proxy in the box below.
|
Date
,
2010
|
|
|
Shareholder
sign above
|
Co-holder
(if any) sign above
|
Ç
Detach
above card, sign, date and mail in postage paid envelope provided.
Ç
CENTRAL
JERSEY BANCORP
Please
sign exactly as your name appears herein. When shares are held
by joint tenants, both should sign. When signing as attorney,
executor, administrator, trustee or guardian, please print the full title
of your signing capacity. If a corporation, please have signed
by the President or other authorized officer of such
corporation. If a partnership or limited liability company,
please have signed by an authorized person for such partnership or limited
liability company.
|
PLEASE
MARK, SIGN, DATE AND RETURN THE PROXY
PROMPTLY
USING THE ENCLOSED ENVELOPE.