SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934 (Amendment No. )
Filed by the Registrant |X|
Filed by a Party other than the Registrant |_|
Check the appropriate box:
|_| Preliminary Proxy Statement |_| Soliciting Material Under Rule
|_| Confidential, For Use of the 14a-12
Commission Only (as permitted
by Rule 14a-6(e)(2))
|X| Definitive Proxy Statement
|_| Definitive Additional Materials
|
CENTRAL JERSEY BANCORP
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)
Payment of Filing Fee (Check the appropriate box):
|X| No fee required.
|_| Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
1) Title of each class of securities to which transaction applies:
2) Aggregate number of securities to which transaction applies:
3) Per unit price or other underlying value of transaction computed pursuant
to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is
calculated and state how it was determined):
4) Proposed maximum aggregate value of transaction:
5) Total fee paid:
|_| Fee paid previously with preliminary materials:
|_| Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the form or schedule and the date of its filing.
1) Amount previously paid:
2) Form, Schedule or Registration Statement No.:
3) Filing Party:
4) Date Filed:
CENTRAL JERSEY BANCORP
627 Second Avenue
Long Branch, New Jersey 07740
(732) 571-1300
April 25, 2008
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 28,
2008 at 10:00 a.m., local time.
At the annual meeting, you will be asked to elect ten (10) nominees for
director 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
627 Second Avenue
Long Branch, New Jersey 07740
(732) 571-1300
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
To Be Held On May 28, 2008
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 28, 2008 at 10:00 a.m., local time, for the following purposes:
1. To elect ten (10) nominees for director who will serve on Central
Jersey Bancorp's Board of Directors for the following year and until
their successors have been elected and qualify; and
2. 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 4, 2008 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" each of the nominees for director.
By Order of the Board of Directors
/s/ Robert S. Vuono
Robert S. Vuono
Secretary
|
YOU ARE CORDIALLY INVITED TO ATTEND THE ANNUAL MEETING OF 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 common stock,
with a par value of $.01 per share ("Common Stock"), of Central Jersey Bancorp
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 10:00
a.m. on Wednesday, May 28, 2008 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 4, 2008 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 25, 2008.
At the Annual Meeting, shareholders of Central Jersey Bancorp will
consider and vote on:
1. The election of ten (10) nominees for director who will serve
on Central Jersey Bancorp's Board of Directors for the
following year and until their successors have been elected
and qualify; and
2. 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. 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, 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 4, 2008 are
entitled to one vote for each share of Common Stock then held by them. As of
that date, Central Jersey Bancorp had 8,716,490 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. 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.
2
Principal Shareholders and Security Ownership of Management
The following table sets forth information as of April 4, 2008, 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, which is the only class of Central Jersey Bancorp
capital stock with shares issued and outstanding, by (1) each director and
nominee for director of Central Jersey Bancorp, (2) each Named Executive Officer
(as hereinafter defined) for the year ended December 31, 2007, (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
------------------------------
Percent of
Name of Beneficial Owner (1) No. of Shares (2) Class
---------------------------- ----------------- ----------
James G. Aaron, Esq. (3)(4) ......................... 239,230 2.73%
Mark R. Aikins, Esq. (3)(5) ......................... 115,155 1.31%
Nicholas A. Alexander (6)(7) ........................ 88,957 1.02%
John A. Brockriede (3)(8) ........................... 470,423 5.37%
George S. Callas (3)(9)(10) ......................... 187,105 2.13%
James P. Dugan, Esq. (6)(11) ........................ 101,851 1.16%
M. Claire French (6)(12) ............................ 72,167 *
William H. Jewett (6)(13) ........................... 103,550 1.18%
Paul A. Larson, Jr. (3)(14) ......................... 82,019 *
John F. McCann (3)(15) .............................. 196,968 2.25%
Carmen M. Penta, C.P.A. (3)(16) ..................... 103,820 1.19%
Mark G. Solow (3)(17) ............................... 182,392 2.08%
James S. Vaccaro (3)(18)(19) ........................ 217,956 2.46%
|
3
Beneficial Ownership of
Central Jersey Bancorp's
Common Stock
------------------------------
Percent of
Name of Beneficial Owner - Directors and Officers (1) No. of Shares (2) Class
----------------------------------------------------- ----------------- ----------
Robert S. Vuono (3)(20)(21) ......................... 108,917 1.24%
Anthony Giordano, III (22)(23) ...................... 67,302 *
Robert K. Wallace (24)(25) .......................... 62,214 *
Linda J. Brockriede (26)(27) ........................ 470,423 5.37%
All Directors and Executive Officers
as a Group (16 persons) (4)(5)(7)(8)(10)(11)
(12)(13)(14)(15)(16)(17)(19)(21)(23)(25) ............ 2,400,026 24.98%
|
* Indicates less than one percent (1%).
(1) All directors and officers listed in this table maintain a mailing address
at 627 Second Avenue, Long Branch, New Jersey 07740.
(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 sixty (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 and
is a nominee for director.
(4) Includes 42,152 shares subject to currently exercisable stock options;
25,281 shares held in an Individual Retirement Account with Bear Stearns
for the benefit of Mr. Aaron; and 17,463 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 41,923 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 41,899 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 7,315 shares registered in the name of
the David Ritter Trust and 7,315 shares registered in the name of the
Randy Ritter Trust, of which Mr.
4
Aaron is a trustee. Mr. Aaron disclaims any beneficial ownership of the
shares held in these trusts. Also includes 21,471 shares held in trusts
for the benefit of Mr. Aaron's family members of which Mr. Aaron's wife is
trustee; 3,201 shares registered in the name of Mr. Aaron's wife; and
9,194 shares held in an Individual Retirement Account with Bear Stearns
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 42,152 shares subject to currently exercisable stock options;
71,992 shares held in a Simplified Employee Pension/Individual Retirement
Account by Merrill Lynch as custodian for the benefit of Mr. Aikins; and
1,011 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) Such person currently serves as a director of Central Jersey Bancorp.
(7) Includes 42,152 shares subject to currently exercisable stock options; and
5,833 shares held in an Individual Retirement Account with Smith Barney
for the benefit of Mr. Alexander.
(8) Includes 42,152 shares subject to currently exercisable stock options.
Also includes 27,672 shares held in an Individual Retirement Account and
4,731 shares held in a Simplified Employee Pension Plan both by
PaineWebber as custodian for the benefit of Mr. Brockriede. Includes
102,189 shares held by CJM Management, L.L.C., of which Mr. Brockriede is
an Administrative Member. Mr. Brockriede disclaims beneficial ownership of
these securities except to the extent of his ownership interest in CJM
Management, L.L.C. Also includes 269,200 shares held jointly with Mr.
Brockriede's wife and 19,979 shares held in trusts for the benefit of Mr.
Brockriede's family members of which Mr. Brockriede's wife is trustee; and
2,012 shares held in an Individual Retirement Account by PaineWebber for
the benefit of Mr. Brockriede's wife. Mr. Brockriede disclaims beneficial
ownership of the shares held in these trusts and the shares held by
PaineWebber on behalf of Mr. Brockriede's wife.
(9) Mr. Callas served as the Chairman of the Board of Central Jersey Bancorp
until December 31, 2007.
(10) Includes 72,206 shares subject to currently exercisable stock options and
6,429 shares held by Mr. Callas' wife. Mr. Callas disclaims beneficial
ownership of the shares held by his wife.
(11) Includes 48,905 shares subject to currently exercisable stock options.
(12) Includes 48,905 shares subject to currently exercisable stock options.
(13) Includes 64,115 shares subject to currently exercisable stock options.
(14) Includes 33,066 shares subject to currently exercisable stock options.
Also includes 8,036 shares held jointly with Mr. Larson's wife.
(15) Includes 42,152 shares subject to currently exercisable stock options; and
14,579 shares held in an Individual Retirement Account with Charles Schwab
for the benefit of Mr. McCann. Also includes 16,074 shares held by Mr.
McCann's wife, as to which shares he disclaims any beneficial interest.
5
(16) Includes 36,742 shares subject to currently exercisable stock options and
144 shares held jointly with Mr. Penta's wife. Also includes 7,531 shares
held by Mr. Penta's wife to which Mr. Penta disclaims beneficial
ownership.
(17) Includes 42,152 shares subject to currently exercisable stock options.
(18) Mr. Vaccaro is a Named Executive Officer and serves as the Chairman of the
Board, President and Chief Executive Officer of Central Jersey Bancorp.
(19) Includes 144,607 shares subject to currently exercisable stock options;
41,047 shares held by Merrill Lynch Pierce Fenner & Smith as custodian for
the benefit of James S. Vaccaro Simplified Employee Pension; 5,065 shares
held pursuant to the 401(k) plan of Central Jersey Bank, N.A. for the
benefit of Mr. Vaccaro; 1,924 shares held by Mr. Vaccaro's son; and 2,570
shares held by Mr. Vaccaro as custodian for his daughters under the
Uniform Transfers to Minors Act. Mr. Vaccaro disclaims any beneficial
interest to the shares held by his son and by him as custodian for his
daughters.
(20) Mr. Vuono is a Named Executive Officer and serves as the Senior Executive
Vice President, Chief Operating Officer and Secretary of Central Jersey
Bancorp.
(21) Includes 96,462 shares subject to currently exercisable stock options and
12,455 shares held in an Individual Retirement Account with Bank of
America Investment Services, Inc.
(22) Mr. Giordano is a Named Executive Officer and serves as Executive Vice
President, Chief Financial Officer, Treasurer and Assistant Secretary of
Central Jersey Bancorp.
(23) Includes 52,904 shares subject to currently exercisable stock options;
2,526 shares held by Charles Schwab & Co. in an Individual Retirement
Account for the benefit of Mr. Giordano; 2,625 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; 6,391
shares held pursuant to the 401(k) plan of Central Jersey Bank, N.A. for
the benefit of Mr. Giordano; 2,287 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; and 569 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.
(24) Mr. Wallace is a Named Executive Officer and serves as Executive Vice
President and Senior Commercial Lending Officer of Central Jersey Bank,
N.A.
(25) Includes 41,385 shares subject to currently exercisable stock options and
14,602 shares held pursuant to the 401(k) plan of Central Jersey Bank,
N.A. for the benefit of Mr. Wallace.
(26) John A. Brockriede and Linda J. Brockriede together beneficially own a
total of 470,423 shares of Central Jersey Bancorp's Common Stock
(including currently exercisable stock options) which represents 5.37% of
Central Jersey Bancorp's outstanding Common Stock.
(27) Includes (i) 269,200 shares held jointly with Mrs. Brockriede's husband,
John A. Brockriede; (ii) 19,979 shares held in trusts for the benefit of
Mrs. Brockriede's family members of which Mrs. Brockriede is trustee;
(iii) 2,012 shares held in an Individual Retirement Account by
6
PaineWebber for the benefit of Mrs. Brockriede; (iv) 42,152 shares subject
to currently exercisable stock options previously granted to John A.
Brockriede; (v) 27,672 shares held in an Individual Retirement Account and
4,731 shares held in a Simplified Employee Pension Plan both by
PaineWebber as custodian for the benefit of John A. Brockriede; and (vi)
102,189 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.
7
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 ten.
Nomination Process
The Nominating and Corporate Governance Committee of our 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 our 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. 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 diverse 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 2009 annual meeting of shareholders
at its principal executive offices located at 627 Second Avenue, Long Branch,
New Jersey 07740 no later than December 31, 2008 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
8
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 ten (10) nominees listed below in the section captioned "Board of Directors"
(unless a shareholder otherwise directs). If, for any reason, any of the
nominees 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 candidate for director currently serves as a director of Central
Jersey Bancorp and has been nominated to serve for an additional one (1) 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 and Address Age Principal Occupation or Employment
---------------- --- ----------------------------------
James G. Aaron, Esq. 63 Partner of Ansell, Zaro, Grimm & Aaron
Mark R. Aikins, Esq. 48 Managing Member of Mark R. Aikins, L.L.C.
John A. Brockriede 73 Businessman
George S. Callas 75 President of Allaire Capital Corp.
Paul A. Larson, Jr. 58 President Larson Ford-Suzuki
John F. McCann 70 Retired Group President of Salomon Smith Barney
9
|
Name and Address Age Principal Occupation or Employment
---------------- --- ----------------------------------
Carmen M. Penta, C.P.A. 63 Partner of Amper, Politziner & Mattia, P.C.
Mark G. Solow 59 Co-founder of GarMark Advisors, L.L.C.
James S. Vaccaro 51 Chairman of the Board, President and Chief
Executive Officer of Central Jersey Bancorp
Robert S. Vuono 58 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
or executive officers 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, except for Anthony Giordano, III, who serves as a director of
Scivanta Medical Corporation (SCVM.OB).
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 Partner 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.
10
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.
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.
George S. Callas has served as Chairman of the Board 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 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
11
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. Mr. Callas resides in Brielle, New Jersey.
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 and the Treasurer of
the Wall Township Football Club. 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.
John F. McCann is retired from a 29-year career in the securities
industry, most recently with Salomon Smith Barney where he served in various
capacities including Group President and Senior Executive Vice President. Mr.
McCann is a former member of the Boards of Directors of the financial services
firms of Shearson American Express and Robinson Humphrey. Mr. McCann 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. McCann also has served as a member of the
Board of Directors of Central Jersey Bank, N.A. since its inception. Mr. McCann
resides in Monmouth Beach, New Jersey.
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,
12
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 and the American Institute of
Certified Public Accountants. 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.
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 also a general partner
in and senior advisor for Crystal Ridge Partners, LLC, a firm which manages
funds for equity investments in middle market 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.
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 significant
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
serves as Chair of the Board of Trustees of Monmouth Medical Center; is a member
if the Board of Trustees of The Saint Barnabas Corporation; is a member of the
Board of Trustees of Monmouth Medical Center Foundation; is a Member of the
Board of Directors of the Business Council of Monmouth University; is a member
of the Board of Trustees of VNA of Central Jersey Community Services, Inc.; is a
member of the Board of Directors of the New Jersey Repertory Company; is a
member of the Board of Directors of New Jersey Bankers' Association; is a member
of the Advisory Council of
13
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
degree from Harvard Graduate School of Business. Mr. Vaccaro resides in West
Allenhurst, New Jersey.
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.
Director Independence
For the year ended December 31, 2007, Central Jersey Bancorp's Board of
Directors consisted of fourteen (14) directors, twelve (12) 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 twelve (12) independent members of
the Board of Directors:
James G. Aaron, Esq. M. Claire French
Mark R. Aikins, Esq. William H. Jewett
Nicholas A. Alexander Paul A. Larson, Jr.
John A. Brockriede John F. McCann
George S. Callas Carmen M. Penta, C.P.A.
James P. Dugan, Esq. Mark G. Solow
|
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, as discussed below, qualified as independent directors in accordance
with the rules of NASDAQ and the rules and regulations of the SEC.
14
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, 2007 consisted of James G. Aaron, Esq., Mark R. Aikins,
Esq., Nicholas A. Alexander, John A. Brockriede, George S. Callas, James P.
Dugan, Esq., M. Claire French, William H. Jewett, Paul A. Larson, Jr., John F.
McCann, Carmen M. Penta, C.P.A., Mark G. Solow, James J. Vaccaro and Robert S.
Vuono. Mr. Callas served as Chairman of the Board for fiscal 2007, with Mr.
Vaccaro having been appointed Chairman of the Board as of January 1, 2008.
During the year ended December 31, 2007, the Board held fifteen
regularly-scheduled meetings, with the directors of Central Jersey Bancorp
serving on the Board in 2007 attending at least 75% of the meetings, with the
exception of Nicholas A. Alexander, who attended 60% of the meetings, and James
P. Dugan, Esq., who attended 40% of the meetings. 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 Annual
Meeting and the subsequent Board meeting.
Executive Committee
The Executive Committee of the Board of Directors, to the extent permitted
by applicable law, 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. Generally, all major functions of Central Jersey Bancorp are subject to
the review and approval of the Executive Committee. All significant actions of
the Executive Committee must be ratified by the full Board of Directors.
For the year ended December 31, 2007, the Executive Committee of the Board
of Directors consisted of directors James G. Aaron, Esq., Mark R. Aikins, Esq.,
Nicholas A. Alexander, John A. Brockriede, George S. Callas, James P. Dugan,
Esq., M. Claire French, William H. Jewett, Paul A. Larson, John F. McCann,
Carmen M. Penta, C.P.A., Mark G. Solow, James S. Vaccaro and Robert S. Vuono.
Mr. Vaccaro is the Chair of the Executive Committee and Mr. Callas is the Vice
Chair of the Executive Committee. The Executive Committee did not meet in fiscal
2007.
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
15
Nominating Charter was included as Appendix A to the proxy statement for the
2006 annual meeting of shareholders and may be viewed at the SEC's website,
www.sec.gov. The Nominating Charter also may be viewed by shareholders at
Central Jersey Bancorp's website, www.cjbna.com.
For the year ended December 31, 2007, the Nominating and Corporate
Governance Committee consisted of directors James G. Aaron, Esq., John A.
Brockriede, George S. Callas, William H. Jewett, Paul A. Larson 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 two times during
fiscal 2007, with all members attending 100% of the meetings held, with the
exception of William H. Jewett and Paul A Larson, Jr., who both attended 50% of
the meetings held.
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, 2007, the Compensation Committee consisted
of directors James G. Aaron, Esq., John A. Brockriede, George S. Callas, William
H. Jewett, Paul A. Larson, Jr. 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 fiscal 2007, with George S.
Callas, Paul A. Larson, Jr. and Mark G. Solow attending 100% of the meetings
held, and James G. Aaron, John A. Brockriede, and William H. Jewett attending
50% of the meetings held.
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.
16
For the year ended December 31, 2007, the Audit Committee consisted of
directors Nicholas A. Alexander, Mark R. Aikins, Esq., George S. Callas, James
P. Dugan, Esq., John F. McCann, Carmen M. Penta, C.P.A., and William H. Jewett.
Mr. Alexander served as the Chair and Reverend Jewett served as the Vice Chair
of the Audit Committee. 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 Nicholas
Alexander is both independent and qualifies as a financial expert by SEC rules.
The Audit Committee met five times during fiscal 2007, with all members
attending 100% of the meetings held, with the exception of Nicholas A. Alexander
and James P. Dugan, Esq., who both attended 40% 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, was included as Appendix B to
the proxy statement for the 2006 annual meeting of shareholders and may be
viewed at the SEC's website, www.sec.gov.
Review of Audited Financial Statements for the year ended December 31,
2007
The Audit Committee, as in place for 2007, has reviewed and discussed with
Central Jersey Bancorp's management the audited financial statements of Central
Jersey Bancorp for the year ended December 31, 2007. The Audit Committee has
discussed with KPMG LLP ("KPMG"), Central Jersey Bancorp's independent public
accountants for fiscal 2007, those matters required to be discussed by Statement
on Auditing Standards No. 61 (Communication with Audit Committees).
The Audit Committee has also received the written disclosures and letter
from KPMG required by Independence Standards Board Standard No. 1 (Independence
Discussion with Audit Committees), and the Audit Committee has discussed the
independence of KPMG with that firm.
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, 2007 be included in its
Annual Report on Form 10-K for the year ended December 31, 2007 and that such
Form 10-K be filed with the SEC.
17
Change in Independent Public Accountants
On December 10, 2007, Central Jersey Bancorp dismissed KPMG as the
principal accountants for Central Jersey Bancorp upon completion of the audit of
Central Jersey Bancorp's consolidated financial statements as of and for the
year ended December 31, 2007 and the effectiveness of internal control over
financial reporting as of December 31, 2007, and the issuance of their reports
thereon. The decision to change Central Jersey Bancorp's principal accountants
was made by the Audit Committee and subsequently ratified by the Board.
Concurrently therewith, the Audit Committee appointed, and the Board ratified,
the accounting firm of Beard Miller Company LLP ("Beard Miller Company") as its
new principal accountants for the year ending December 31, 2008. A definitive
engagement letter was executed by Central Jersey Bancorp and Beard Miller
Company on February 20, 2008. The dismissal of KPMG as the principal accountants
for Bancorp became effective on March 14, 2008.
The audit reports of KPMG on the consolidated financial statements of
Central Jersey Bancorp and its wholly owned subsidiary, Central Jersey Bank,
N.A., for the years ended December 31, 2007 and 2006 did not contain an adverse
opinion or disclaimer of opinion and were not qualified or modified as to
uncertainty, audit scope or accounting principles. The audit report of KPMG on
the effectiveness of internal control over financial reporting as of December
31, 2007 and the audit report on management's assessment of the effectiveness of
internal control over financial reporting and the effectiveness of internal
control over financial reporting as of December 31, 2006 did not contain an
adverse opinion or disclaimer of opinion and were not qualified or modified as
to uncertainty, audit scope or accounting principles.
In connection with the audits of Central Jersey Bancorp's consolidated
financial statements for the two fiscal years ended December 31, 2007, and the
subsequent interim period through March 14, 2008, there were no (i)
disagreements with KPMG on any matter of accounting principles or practices,
financial statement disclosure or auditing scope or procedures, which
disagreements if not resolved to KPMG's satisfaction, would have caused KPMG to
make reference in connection with their opinion to the subject matter of the
disagreements in its audit reports on the consolidated financial statements of
Central Jersey Bancorp, or (ii) "reportable events" as defined in Item
304(a)(1)(v) of Regulation S-K.
During the fiscal years ended December 31, 2007 and 2006, and from
December 31, 2007 to March 14, 2008, Central Jersey Bancorp did not consult with
Beard Miller Company regarding either (i) the application of accounting
principles to any completed or proposed transaction, or the type of audit
opinion that might be rendered on Central Jersey Bancorp's consolidated
financial statements; or (ii) any of the other matters specified in Items
304(a)(1)(iv) or (v) of Regulation S-K.
As required by applicable regulations, the disclosure contained under the
heading "Change in Independent Public Accountants" was furnished to both KPMG
and Beard Miller Company. Both KPMG and Beard Miller Company informed Central
Jersey Bancorp that each believed such disclosure to be correct and complete.
Submitted by: Nicholas A. Alexander, Chair William H. Jewett
Mark R. Aikins, Esq. John F. McCann
George S. Callas Carmen M. Penta, C.P.A.
James P. Dugan, Esq.
|
18
Principal Accountant Fees and Services
Audit Fees
Central Jersey Bancorp paid a total of $240,000 in 2007 and $234,600 in
2006 to KPMG for audit services, which included work related to the annual audit
and quarterly reviews rendered in 2007 and 2006, respectively.
Audit Related Fees
Central Jersey Bancorp paid a total of $63,500 in audit related fees in
2007 to KPMG, which 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, 2006 and 2005. There were no audit related fees paid in 2006.
Tax Fees
Central Jersey Bancorp paid a total of $22,000 in 2007 and $29,000 in 2006
to KPMG 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 KPMG, including services rendered in connection with income tax consultation,
were compatible with maintaining its independence and has determined that the
nature and substance of the limited non-audit services did not impair the status
of KPMG as Central Jersey Bancorp's independent auditors. None of the
engagements of KPMG, 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, 2007, 100% of the audit related fees,
tax related fees and other fees set forth above were approved by the Audit
Committee.
19
EXECUTIVE OFFICERS
The name, age, current position and biographical information of each
executive officer of Central Jersey Bancorp is set forth below:
Name and Address Age Capacities in Which Served
---------------- --- --------------------------
James S. Vaccaro 51 Chairman of the Board, President and Chief
Executive Officer
Robert S. Vuono 58 Senior Executive Vice President, Chief
Operating Officer and Secretary
Anthony Giordano, III 42 Executive Vice President, Chief Financial
Officer, Treasurer and Assistant Secretary
Robert K. Wallace 60 Executive Vice President and Senior Commercial
Lending Officer
|
Biographical Information
For the biographical information for James S. Vaccaro and Robert S. Vuono,
see "Board of Directors," above.
Anthony Giordano, III has served as the Executive Vice President, Chief
Financial Officer, Treasurer and Assistant Secretary 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 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 Executive Vice President, Chief Financial
Officer, Treasurer and Assistant Secretary. Mr. Giordano has 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. Mr. Giordano resides in Long
Branch, New Jersey.
20
Robert K. Wallace has served as Executive Vice President and Senior
Commercial Lending Officer of Central Jersey Bank, N.A. since May 2006. Mr.
Wallace previously served as Executive Vice President of Commercial Lending of
Central Jersey Bank, N.A. following the combination of Central Jersey Bancorp
and Allaire Community Bank on January 1, 2005. Prior to the combination of the
two banking entities, Mr. Wallace had served as Executive Vice President and
Senior Loan Officer of Allaire Community Bank since joining Allaire Community
Bank in March 1997. Prior to March 1997, Mr. Wallace, who is a 38 year veteran
of the banking industry, served as Regional Vice President, Commercial Real
Estate Lending, with the former Summit Bank from 1995 to 1997; Vice President,
Commercial Real Estate Lending, with the former Central Jersey Bank and Trust
Co. from 1993 to 1995; and First Senior Vice President, Commercial Lending, with
the former National Community Bank of New Jersey from 1982 to 1993. Mr. Wallace
received a Bachelor of Arts degree in Economics from Upsala College in 1970 and
graduated from the Stonier Graduate School of Banking in 1986. Mr. Wallace
resides in Brick, 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.
21
EXECUTIVE COMPENSATION
The following table sets forth information concerning the annual and
long-term compensation of the Named Executive Officers (as defined below) for
services in all capacities to Central Jersey Bancorp and Central Jersey Bank,
N.A. for the years ended December 31, 2007 and 2006, respectively. The Named
Executive Officers are (1) James S. Vaccaro, Chairman of the Board, President
and Chief Executive Officer, (2) Anthony Giordano, III, Executive Vice
President, Chief Financial Officer, Treasurer and Assistant Secretary, (3)
Robert S. Vuono, Senior Executive Vice President, Chief Operating Officer and
Secretary, and (4) Robert K. Wallace, Executive Vice President and Senior Loan
Officer, of Central Jersey Bancorp (the "Named Executive Officers").
2007 Summary Compensation Table
Nonqualified
Non-Equity Deferred
Stock Option Incentive Plan Compensation All Other
Name and Principal Salary Bonus Awards Awards Compensation Earnings Compensation Total
Position Year ($) ($) ($) ($)(1)(2) ($) ($) ($) ($)
------------------------------------------------------------------------------------------------------------------------------------
James S. Vaccaro, 2007 $ 250,000 $ 20,000 $ --- $ 13,194 $ --- $ --- $12,352 (3) $ 295,546
President and 2006 $ 250,000 $ 27,500 $ --- $ 13,313 $ --- $ --- $12,152 (4) $ 302,965
Chief Executive
Officer
Anthony Giordano, III, 2007 $ 130,458 $ 12,000 $ --- $ 6,596 $ --- $ --- $ 5,796 (5) $ 154,850
Executive Vice 2006 $ 122,000 $ 15,000 $ --- $ 6,657 $ --- $ --- $ 5,433 (6) $ 149,090
President, Chief
Financial Officer,
Treasurer and
Assistant Secretary
Robert S. Vuono, 2007 $ 160,000 $ 15,000 $ --- $ 10,995 $ --- $ --- $ 9,105 (7) $ 195,100
Senior Executive Vice 2006 $ 160,000 $ 20,000 $ --- $ 11,094 $ --- $ --- $ 9,019 (8) $ 200,113
President, Chief
Operating Officer
and Secretary
Robert K. Wallace, 2007 $ 150,000 $ 6,500 $ --- $ 4,398 $ --- $ --- $ 8,830 (9) $ 169,728
Executive Vice 2006 $ 150,000 $ 10,000 $ --- $ 4,438 $ --- $ --- $ 8,196 (10) $ 172,634
President and Senior
Commercial Lending
Officer
|
(1) The amounts in this column reflect the dollar amount recognized for
financial statement reporting purposes for the fiscal years ended December
31, 2007 and 2006, respectively, in accordance with FAS 123(R), 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, 2007 included in Central Jersey
Bancorp's Annual Report on Form 10-K.
(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
2, 2007 and July 1, 2006.
22
(3) Of this amount, $2,938 represents the lease value of an automobile
provided to Mr. Vaccaro for business use, $414 represents the amount
contributed by Central Jersey Bank, N.A. to Group Term Life Insurance for
Mr. Vaccaro's benefit and $9,000 represents the amount contributed by
Central Jersey Bank, N.A. to its 401(k) plan for the benefit of Mr.
Vaccaro.
(4) Of this amount, $2,938 represents the lease value of an automobile
provided to Mr. Vaccaro for business use, $414 represents the amount
contributed by Central Jersey Bank, N.A. to Group Term Life Insurance for
Mr. Vaccaro's benefit and $8,800 represents the amount contributed by
Central Jersey Bank, N.A. to its 401(k) plan for the benefit of Mr.
Vaccaro.
(5) Of this amount, $98 represents the amount contributed by Central Jersey
Bank, N.A. to Group Term Life Insurance and $5,698 represents the amount
contributed by Central Jersey Bank, N.A. to its 401(k) plan for the
benefit of Mr. Giordano.
(6) Of this amount, $86 represents the amount contributed by Central Jersey
Bank, N.A. to Group Term Life Insurance and $5,347 represents the amount
contributed by Central Jersey Bank, N.A. to its 401(k) plan for the
benefit of Mr. Giordano.
(7) Of this amount, $577 represents the amount contributed by Central Jersey
Bank, N.A. to Group Term Life Insurance, $1,528 represents the amount
contributed by Central Jersey Bank, N.A. pursuant to a bank owned life
insurance (BOLI) contract and $7,000 represents the amount contributed by
Central Jersey Bank, N.A. to its 401(k) plan for the benefit of Mr. Vuono.
(8) Of this amount, $577 represents the amount contributed by Central Jersey
Bank, N.A. to Group Term Life Insurance, $1,264 represents the amount
contributed by Central Jersey Bank, N.A. pursuant to a bank owned life
insurance (BOLI) contract and $7,178 represents the amount contributed by
Central Jersey Bank, N.A. to its 401(k) plan for the benefit of Mr. Vuono.
(9) Of this amount, $792 represents the amount contributed by Central Jersey
Bank, N.A. to Group Term Life Insurance, $1,778 represents the amount
contributed by Central Jersey Bank, N.A. pursuant to a bank owned life
insurance (BOLI) contract and $6,260 represents the amount contributed by
Central Jersey Bank, N.A. to its 401(k) plan for the benefit of Mr.
Wallace.
(10) Of this amount, $516 represents the amount contributed by Central Jersey
Bank, N.A. to Group Term Life Insurance, $1,515 represents the amount
contributed by Central Jersey Bank, N.A. pursuant to a bank owned life
insurance (BOLI) contract and $6,165 represents the amount contributed by
Central Jersey Bank, N.A. to its 401(k) plan for the benefit of Mr.
Wallace.
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.
23
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, 2007. 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 as well as annual performance bonus, 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.
24
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, 2007, options to purchase 1,343,186 shares of Central
Jersey Bancorp's Common Stock were outstanding under the Stock Option Plan and
159,862 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 vest over time and will not be fully
vested until February 1, 2010. There were no awards made under the Equity
Incentive Plan in 2007.
25
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, 2007, were as follows:
2007 EQUITY COMPENSATION PLAN TABLE
Number of Number of Securities
Securities to be Remaining Available for
Issued Upon Weighted-Average Future Issuance Under
Exercise of Exercise Price of Equity Compensation
Outstanding Outstanding Plans (Excluding
Options, Warrants Options, Warrants Securities Reflected in
and Rights and Rights Column (a))
Plan category (a)(2) (b) (c)(3)
-----------------------------------------------------------------------------------------------------
Equity compensation plans
approved by security holders (1) 1,343,186 $ 5.01 1,531,535
Equity compensation plans not
approved by security holders --- --- ---
Total 1,343,186 $ 5.01 1,531,535
========= =========== =========
|
(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
have 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 2,
2007, July 1, 2006 and December 31, 2003, 2002, 2001 and 2000,
respectively, the 6 for 5 stock split effected as of July 15, 2004, and
the 2 for 1 stock split effected as of June 15, 2005. 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 2, 2007 and
July 1, 2006 and the 2 for 1 stock split effected as of June 15, 2005.
26
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, 2007. Unless
otherwise indicated, the number of securities provided in the table represent
stock options.
Outstanding Equity Awards
for Fiscal Year End December 31, 2007
Equity
Incentive Plan
Number of Number of Awards:
Securities Securities Number of
Underlying Underlying Securities
Unexercised Unexercised Underlying
Options Options Unexercised Option
(#) (#) Unearned Exercise Option
Date of Exercisable Unexercisable Options Price Expiration
Name Grant (1) (1) (#) ($)(1) Date
------------- -------- ----------- ------------- -------------- -------- ----------
James S. 2/1/06 8,268 (2) 8,268 (2) -- $9.87 2/1/16
Vaccaro 12/1/03 69,458 -- -- $9.00 12/1/13
12/31/02 13,892 -- -- $5.30 12/31/12
8/31/01 61,257 -- -- $3.47 8/31/11
Anthony 2/1/06 4,134 (3) 4,134 (3) -- $9.87 2/1/16
Giordano, III 12/1/03 20,837 -- -- $9.00 12/1/13
12/31/02 6,946 -- -- $5.30 12/31/12
8/31/01 12,254 -- -- $3.47 8/31/11
8/31/00 12,867 -- -- $3.34 8/31/10
Robert S. 2/1/06 6,890 (4) 6,890 (4) -- $9.87 2/1/16
Vuono 2/26/03 1,740 -- -- $7.93 2/25/13
4/1/02 3,647 -- -- $3.56 4/1/12
7/25/01 24,431 -- -- $4.01 7/25/12
7/25/01 24,431 -- -- $4.01 7/25/11
5/22/00 12,398 -- -- $2.86 5/22/10
5/22/00 15,744 -- -- $2.86 5/22/10
12/20/99 14,071 -- -- $3.11 12/20/09
Robert K. 2/1/06 2,756 (5) 2,756 (5) -- $9.87 2/1/16
Wallace 2/26/03 1,042 -- -- $7.93 2/26/13
4/1/02 1,823 -- -- $3.56 4/1/12
7/25/01 8,205 -- -- $4.01 7/25/12
7/25/01 8,205 -- -- $4.01 7/25/11
5/22/00 7,083 -- -- $2.86 5/22/10
5/22/00 8,997 -- -- $2.86 5/22/10
12/20/99 6,030 -- -- $3.11 12/20/09
|
(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
2, 2007, July 1, 2006 and December 31, 2003, 2002, 2001 and 2000,
respectively, the 6 for 5 stock split in the form of a stock dividend
effected as of July 15, 2004, and the 2 for 1
27
stock split in the form of a stock dividend effected as of June 15, 2005.
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. 4,134, or 25%, of
the 16,536 SARs became exercisable on February 1, 2007 and February 1,
2008, respectively, with 4,134 becoming exercisable on February 1, 2009
and the remaining 4,134 becoming exercisable on February 1, 2010.
(3) Represents SARs granted under the Equity Incentive Plan. 2,067, or 25%, of
the 8,268 SARs became exercisable on February 1, 2007 and February 1,
2008, respectively, with 2,067 becoming exercisable on February 1, 2009
and the remaining 2,067 becoming exercisable on February 1, 2010.
(4) Represents SARs granted under the Equity Incentive Plan. 3,445, or 25%, of
the 13,780 SARs became exercisable on February 1, 2007 and February 1,
2008, respectively, with 3,445 becoming exercisable on February 1, 2009
and the remaining 3,445 becoming exercisable on February 1, 2010.
(5) Represents SARs granted under the Equity Incentive Plan. 1,378, or 25%, of
the 5,512 SARs became exercisable on February 1, 2007 and February 1,
2008, respectively, with 1,378 becoming exercisable on February 1, 2009
and the remaining 1,378 becoming exercisable on February 1, 2010.
There were no stock options or SARS exercised by any of the Named
Executive Officers during the year ended December 31, 2007 with the exception of
Carmen M. Penta who exercised stock options to purchase 1,000 shares on December
28, 2007.
28
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.
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) 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 (30 months for Mr.
Giordano) 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 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
Agreement or New Agreement, or commits any deliberate and intentional violation
of the confidentiality and non-compete provisions of the 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.
Both Mr. Vaccaro and Mr. Vuono are entitled to 30 months severance, and
Mr. Giordano 24 months severance. The amount of severance payable to an
Executive will be based upon his
29
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.
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 during the
36 month period (30 month period for Mr. Giordano) commencing on the effective
date of the Change of Control Event or (y) dies, becomes disabled or voluntarily
terminates his employment with the Successor Entity for any reason during the 30
month period (24 month period for Mr. Giordano) commencing 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
Agreements) from the Successor Entity.
If the Executive's employment is terminated by the Successor Entity 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 (24 months for Mr.
Giordano) less the number of whole months Executive was employed by the
Successor Entity following the 6 Month Anniversary Date. If the Executive's
employment is terminated by the Successor Entity as provided in subpart (x)
above prior to the 6 Month Anniversary Date, however, the Executive shall
receive 30 months (24 months for Mr. Giordano) severance. If the Executive dies,
becomes disabled or terminates his employment with the Successor Entity as
provided in subpart (y) in the preceding paragraph, he shall receive severance
for the number of months equal to the remainder of 30 months (24 months for Mr.
Giordano) less the number of whole months the Executive was employed by the
Successor Entity following the 6 Month Anniversary Date. 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 prior to 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 unless the Executive and the
Successor Entity otherwise agree to another payment schedule. 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 (30
month period for Mr. Giordano) commencing on the effective date of the Change of
Control Event.
30
In consideration for the right to receive the severance provided for in an
Agreement, each Agreement also contains customary non-competition and
non-solicitation provisions applicable to the Executive party to the Agreement.
In addition, Central Jersey Bancorp entered into a change of control
agreement with Robert K. Wallace, effective as of January 1, 2005, which will
continue in full force and effect for so long as Mr. Wallace is employed by
Central Jersey Bancorp and/or Central Jersey Bank, N.A.
In the event that (1) Mr. Wallace is terminated without cause as a result
of (A) a merger of Central Jersey Bancorp where Central Jersey Bancorp is not
the surviving entity, or (B) the acquisition of greater than 85% of Central
Jersey Bancorp's common stock by another entity or group of individuals (each a
"Triggering Event"), or (2) a Triggering Event occurs and Mr. Wallace is not
retained pursuant to a written agreement by the successor entity or group (the
"Acquiring Entity") for a period of at least 18 months commencing on the
effective date of the Triggering Event in the same or substantially equal
position with similar title and responsibilities and the same or greater salary,
benefits and bonuses that Mr. Wallace was entitled to receive from Central
Jersey Bancorp immediately prior to the Triggering Event, and with a reasonable
commuting distance not greater than 5 miles from Mr. Wallace's residence, Mr.
Wallace will be entitled to 18 months of Severance (as defined below) from
Central Jersey Bancorp.
"Severance" means Mr. Wallace's monthly salary and benefits at the time
his employment relationship with Central Jersey Bancorp terminates, including
any life insurance maintained on Mr. Wallace's life for his named beneficiaries,
health insurance benefits for Mr. Wallace and his family and any matching
contributions to his 401(k) account. Mr. Wallace shall only be entitled to such
Severance if he remains as an employee of Central Jersey Bancorp and provides
reasonable assistance to Central Jersey Bancorp through the effective date of
the Triggering Event. The 18 months of Severance shall be payable on the
effective date of the Triggering Event.
In addition to the provisions discussed above with regard to
responsibilities, title, salary, benefits and commuting distance, the agreement
with the Acquiring Entity will provide that in the event that, prior to the
expiration of the 18 month period commencing on the effective date of the
Triggering Event, Mr. Wallace (1) is terminated by the Acquiring Entity without
cause, or (2) voluntarily terminates his employment with the Acquiring Entity,
Mr. Wallace shall be entitled to receive Severance from the Acquiring Entity,
for the number of months equal to the difference of (A) 18 months and (B) the
number of whole months Mr. Wallace was employed by the Acquiring Entity
following the date of the Triggering Event; provided, however, that in no event
shall Mr. Wallace be entitled to less than 12 months of Severance.
In consideration for the right to receive the Severance provided for in
Mr. Wallace's change of control agreement, the agreement also contains customary
non-competition and non-solicitation provisions applicable to Mr. Wallace.
The above descriptions are qualified in there entirety by the actual
change of control agreements which have been previously filed as exhibits to
Central Jersey Bancorp's reports filed with the SEC.
31
DIRECTOR COMPENSATION
Commencing January 1, 2005, Central Jersey Bancorp implemented a policy of
compensating each outside director the amount of $18,000 per annum as a retainer
and the Chairman at a rate of $30,000 per annum as a retainer. For the year
ended December 31, 2007, the outside directors received board compensation for
the period January 2007 through April 2007. Beginning in May 2007, Central
Jersey Bancorp declared a moratorium on fees to outside directors. The table
below sets forth the annual compensation for the Central Jersey Bancorp's
non-employee directors for the year ended December 31, 2007:
2007 Director Compensation Table
Fees Nonqualified
Earned Non-Equity Deferred
or Paid Stock Option Incentive Plan Compensation All Other
in Cash Awards Awards Compensation Earnings Compensation Total
Name (1) ($) ($) ($)(2) ($) ($) ($) ($)
------------- -------- ------ ------ -------------- ------------ ------------ --------
James G. $ 6,000 $ -- $ -- $ -- $ -- $ -- $ 6,000
Aaron, Esq.
Mark R. $ 6,000 $ -- $ -- $ -- $ -- $ -- $ 6,000
Aikins, Esq.
Nicholas A. $ 6,000 $ -- $ -- $ -- $ -- $ -- $ 6,000
Alexander
John A. $ 6,000 $ -- $ -- $ -- $ -- $ -- $ 6,000
Brockriede
George S. $ 10,000 $ -- $ -- $ -- $ -- $ 3,633 (3) $ 13,633
Callas
James P. $ 6,000 $ -- $ -- $ -- $ -- $ 4,433 (3) $ 10,433
Dugan, Esq.
M. Claire $ 6,000 $ -- $ -- $ -- $ -- $ 2,062 (3) $ 8,062
French
William H. $ 6,000 $ -- $ -- $ -- $ -- $ -- $ 6,000
Jewett
Paul A. $ 6,000 $ -- $ -- $ -- $ -- $ -- $ 6,000
Larson, Jr.
John F. $ 6,000 $ -- $ -- $ -- $ -- $ -- $ 6,000
McCann
Carmen M. $ 6,000 $ -- $ -- $ -- $ -- $ -- $ 6,000
Penta, CPA
Mark G. $ 6,000 $ -- $ -- $ -- $ -- $ -- $ 6,000
Solow
|
(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.
32
(2) See below for information concerning the aggregate number of options
awards outstanding at December 31, 2007 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, 2007:
Number of Securities
Underlying
Unexercised Options
Name (1) (2)(3)(4)
-----------------------------------------------------
James G. Aaron, Esq. 47,665
Mark R. Aikins, Esq. 47,665
Nicholas A. Alexander 47,665
John A. Brockriede 47,665
George S. Callas 77,719
James P. Dugan, Esq. 54,418
M. Claire French 54,418
William H. Jewett 69,628
Paul A. Larson, Jr. 38,579
John F. McCann 47,665
Carmen M. Penta, C.P.A. 42,255
Mark G. Solow 47,665
|
(1) See "Outstanding Equity Awards for Fiscal Year-End December 31, 2007"
above for information regarding outstanding equity compensation awards
held by the Named Executive Officers at December 31, 2007.
(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
2, 2007, July 1, 2006 and December 31, 2003, 2002, 2001 and 2000,
respectively, the 6 for 5 stock split in the form of a stock dividend
effected as of July 15, 2004, and the 2 for 1 stock split in the form of a
stock dividend effected as of June 15, 2005. 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 5,513 SARs (as adjusted) granted on February 1, 2006 to each
director under the Equity Incentive Plan. These SARs have an adjusted
exercise price of $9.87 and can only be settled in cash. The SARs vest
evenly over a four year period and expire on February 1, 2016.
There were no option grants or other awards made by Central Jersey Bancorp
during the year ended December 31, 2007.
33
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
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 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, 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 order to alleviate the need for additional conference rooms at the Long
Branch location of Central Jersey Bank, N.A., Central Jersey Bank, N.A. leases
conference, office and storage space at 6 West End Court, Long Branch, New
Jersey. The landlord of the space leased at 6 West End Court is MCB Associates,
L.L.C. The following directors of Central Jersey Bancorp and/or its bank
subsidiary have an interest in MCB Associates, L.L.C.: James G. Aaron, Esq.,
Mark R. Aikins, Esq., Nicholas A. Alexander, 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.,
Nicholas A. Alexander, John A. Brockriede, John F. McCann and/or Mark G. Solow
from qualifying as independent. For the years ended December 31, 2007 and 2006,
Central Jersey Bancorp paid lease costs of $61,000 and $55,000, respectively, in
connection with its lease arrangement with MCB Associates, L.L.C.
During the year ended December 31, 2007, 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 its bank subsidiary, is a shareholder. The services
performed by Ansell, Zaro, Grimm & Aaron, P.C. and
34
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 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.
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 ten percent 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 ten percent 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 ten
percent shareholders pursuant to Section 16(a) of the Exchange Act have been
filed within the time periods prescribed, except for a Form 3 for Robert K.
Wallace and Thomas J. Garrity, respectively, and a Form 4 for Carmen M. Penta.
The respective Forms 3 and 4 were subsequently 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, 627 Second Avenue, Long
Branch, New Jersey 07740. 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.
35
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, 2008. 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, 2007
accompanies this Proxy Statement. KPMG LLP has audited the financial statements
for the year ended December 31, 2007, 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. KPMG served as Central
Jersey Bancorp's independent public accountants for the year ended December 31,
2007. The Audit Committee has selected Beard Miller Company to serve as Central
Jersey Bancorp's independent public accountants for the year ended December 31,
2008. Representatives from KPMG and Beard Miller Company will not be present at
the Annual Meeting.
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
36
and Chief Executive Officer, Central Jersey Bancorp, 627 Second Avenue, Long
Branch, New Jersey 07740, or call (732) 571-1300.
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, 2007, as filed with the SEC. Requests should be addressed to Mr.
James S. Vaccaro, Chairman, President and Chief Executive Officer, Central
Jersey Bancorp, 627 Second Avenue, Long Branch, New Jersey 07740. 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.
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
|
37
[X] PLEASE MARK VOTES REVOCABLE PROXY
AS IN THIS EXAMPLE CENTRAL JERSEY BANCORP With- For All
For hold Except
THIS PROXY IS SOLICITED ON BEHALF OF 1. To elect the following nominees for [ ] [ ] [ ]
THE BOARD OF DIRECTORS director of Central Jersey Bancorp who will serve until the
FOR THE ANNUAL MEETING OF SHAREHOLDERS next annual meeting of shareholders and until their successors
TO BE HELD ON MAY 28, 2008 have been elected and qualify (vote on all):
The undersigned, a shareholder of CENTRAL JERSEY BANCORP,
hereby constitutes and appoints JAMES S. VACCARO and ROBERT James G. Aaron, Mark R. Aikins, John A. Brockriede, George S.
S. VUONO, and each of them, as proxies of the undersigned Callas, Paul A. Larson, Jr., John F. McCann, Carmen M. Penta,
with full power of substitution, for and in the name, place Mark G. Solow, James S. Vaccaro and Robert S. Vuono
and stead of the undersigned, to attend the Annual Meeting
of Shareholders of said Central Jersey Bancorp called and to INSTRUCTION: To withhold authority to vote for any individual
be held at Branches Catering Hall, 123 Monmouth Road (Route nominee, mark "For All Except" and write that nominee's name
71), West Long Branch, New Jersey, on Wednesday, May 28, in the space provided below.
2008 at 10:00 a.m. (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 2. To transact such other business as may properly come before
would possess if personally present. 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.
-----------------------
Please be sure to sign and date | Date |
this Proxy in the box below. | |
--------------------------------------------------------------
| |
| |
| |
-- Shareholder sign above --- Co-holder (if any) sign above --
+ +
^ Detach above card, sign, date and mail in postage paid envelope provided. ^
CENTRAL JERSEY BANCORP
------------------------------------------------------------------------------------------------------------------------------------
| Please sign exactly as your name appears hereon. When shares are held by joint tenants, both should sign. When signing |
| as attorney, executor,administrator, trustee or guardian, please give full title as such. If a corporation, please sign in full |
| corporate name by President or other authorized officer. If apartnership or limited liability company, please sign in |
| partnership or limited liability company name by authorized person. |
------------------------------------------------------------------------------------------------------------------------------------
PLEASE ACT PROMPTLY
SIGN, DATE & MAIL YOUR PROXY CARD TODAY
IF YOUR ADDRESS HAS CHANGED, PLEASE CORRECT THE ADDRESS IN THE SPACE PROVIDED BELOW AND RETURN THIS PORTION WITH THE PROXY IN THE
ENVELOPE PROVIDED.
------------------------------------------------------------
------------------------------------------------------------
------------------------------------------------------------
|
Grafico Azioni Central Jersey Bancorp (NASDAQ:CJBK)
Storico
Da Giu 2024 a Lug 2024
Grafico Azioni Central Jersey Bancorp (NASDAQ:CJBK)
Storico
Da Lug 2023 a Lug 2024