UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington
D.C. 20549
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
Filed by
the Registrant
þ
Filed by
a Party other than the Registrant
Check the
appropriate box:
þ
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Preliminary
Proxy Statement
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o
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Confidential,
for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
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o
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Definitive
Proxy Statement
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o
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Definitive
Additional Materials
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o
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Soliciting
Material Pursuant to Rule 14a-11(c) or Rule
14a-12
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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):
o
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Fee
Computed on table below per Exchange Act Rules 14a-6(i)(1) and
0-11
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(1)
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Title
of each class of securities to which transaction
applies:
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(2)
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Aggregate
number of securities to which transaction
applies:
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(3)
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Per
unit price or other underlying value of transaction computed pursuant to
Exchange Act Rule 0-11 (set forth the amount on which the filing fee is
calculated and state how it was
determined):
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(4)
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Proposed
maximum aggregate value of
transaction:
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o
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Fee
paid previously with preliminary
materials.
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o
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Check
box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its
filing.
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(1)
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Amount
Previously Paid:
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(2)
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Form,
Schedule or Registration Statement
No.:
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CENTRAL
JERSEY BANCORP
1903
Highway 35
Oakhurst,
New Jersey 07755
(732)
663-4000
April 30,
2009
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 27, 2009 at 9:00
a.m., local time.
At the
annual meeting, you will be asked to elect ten nominees for director, consider
and approve, in a non-binding advisory vote, the compensation of the named
executive officers of Central Jersey Bancorp which is described in the
accompanying proxy statement and consider and act upon such other business as
may properly come before the annual meeting or any adjournment or postponement
thereof.
It is
important that your shares of Central Jersey Bancorp common stock are
represented at the annual meeting, whether or not you attend the annual meeting
in person and regardless of the number of shares you own. To ensure
that your shares of common stock are represented, we urge you to complete, sign,
date and return your proxy card in the enclosed postage prepaid
envelope. If you attend the annual meeting, you may vote in person
even if you have previously submitted a proxy. Your prompt attention
is greatly appreciated.
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Very
truly yours,
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/s/
Robert S. Vuono
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Robert
S. Vuono
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Secretary
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CENTRAL
JERSEY BANCORP
1903
Highway 35
Oakhurst,
New Jersey 07755
(732)
663-4000
______________________________________
NOTICE
OF ANNUAL MEETING OF SHAREHOLDERS
To
Be Held On May 27, 2009
______________________________________
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 27,
2009 at 9:00 a.m., local time, for the following purposes:
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1.
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To
elect ten nominees for director who will serve on the Board of Directors
of Central Jersey Bancorp for the following year and until their
successors have been elected and
qualify;
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2.
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To
consider and approve, in a non-binding advisory vote, the compensation of
the named executive officers of Central Jersey Bancorp as described in the
accompanying proxy statement; and
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3.
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To
transact such other business as may properly come before the Annual
Meeting, or any adjournment or postponement
thereof.
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Shareholders
of record at the close of business on April 3, 2009 are entitled to notice of
and to vote at the Annual Meeting and at any adjournment or postponement
thereof.
Whether
or not you expect to attend the Annual Meeting, please complete, sign and date
the enclosed proxy card and return it in the accompanying postage prepaid
envelope. You may revoke your proxy either by written notice to
Central Jersey Bancorp, by submitting a proxy card dated as of a later date or
in person at the Annual Meeting. The Board of Directors of Central
Jersey Bancorp recommends that you vote “
FOR
” the election of each
nominee for director and the approval, in a non-binding advisory vote, of the
compensation of the named executive officers of Central Jersey Bancorp as
described in the accompanying proxy statement.
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By
Order of the Board of Directors
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/s/
Robert S. Vuono
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Robert
S. Vuono
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Secretary
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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.
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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 9:00 a.m. on
Wednesday, May 27, 2009 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 3, 2009 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 30, 2009.
At the
Annual Meeting, shareholders of Central Jersey Bancorp will consider and vote on
the following matters:
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1.
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The
election of ten nominees for director who will serve on the Board of
Directors for the following year and until their successors have been
elected and qualify;
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2.
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The
approval, in a non-binding advisory vote, of the compensation of the Named
Executive Officers (as hereinafter defined) of Central Jersey Bancorp as
described herein; and
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3.
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Any
other business as may properly come before the Annual Meeting or any
adjournment or postponement
thereof.
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Shareholders
may revoke the authority granted by their execution of proxies at any time
before the effective exercise of such proxies by filing written notice of such
revocation with the secretary of the Annual Meeting. Presence at the
Annual Meeting does not, in and of itself, revoke the proxy. Also,
any grant of a proxy subsequent to an earlier grant of a proxy, revokes the
earlier proxy. All shares of Common Stock represented by executed and
unrevoked proxies will be voted in accordance with the specifications therein.
Proxies submitted without specification will be voted “
FOR
”
the election of each
nominee for director and the approval, in a non-binding advisory vote, of the
compensation of the Named Executive Officers as described
herein. Neither the Board nor management of Central Jersey Bancorp is
aware, to date, of any matter being presented at the Annual Meeting other than
the election of directors and the non-
binding
advisory vote on compensation of the Named Executive Officers, but, if any other
matter is properly presented, the persons named in the proxy will vote thereon
according to their best judgment.
Proxies
for use at the Annual Meeting are being solicited by the Board of
Directors. The cost for preparing, assembling and mailing the proxy
materials is to be borne by Central Jersey Bancorp. It is not
anticipated that any compensation will be paid for soliciting proxies, and
Central Jersey Bancorp does not intend to employ specially engaged personnel in
the solicitation of proxies. It is contemplated that proxies will be
solicited principally through the mail, but directors, officers and employees of
Central Jersey Bancorp, without additional compensation, may solicit proxies
personally or by telephone, telegraph, facsimile transmission or special
letter.
Voting
Securities
Shareholders of record at the close of
business on April 3, 2009 are entitled to one vote for each share of Common
Stock then held by them. As of that date, Central Jersey Bancorp had
9,027,282 shares of Common Stock issued and outstanding. The
presence, in person or by proxy, of at least a majority of the total number of
outstanding shares of Common Stock entitled to be voted at the Annual Meeting is
necessary to constitute a quorum at the Annual Meeting. Abstentions
and broker non-votes will be counted as shares present and entitled to be voted
at the Annual Meeting for the purpose of determining the existence of a
quorum.
Directors
will be elected by a plurality of the votes cast at the Annual Meeting whether
in person or by proxy. The approval, in a non-binding advisory vote,
of the compensation of the Named Executive Officers as described herein will
require the affirmative vote of a majority of the votes cast at the Annual
Meeting, whether voted in person or by proxy. All votes will be
tabulated by the inspector of election appointed at the Annual Meeting who will
separately tabulate affirmative votes, negative votes, abstentions and broker
non-votes. Under New Jersey law, any proxy submitted and containing
an abstention or broker non-vote will not be counted as a vote cast on any
matter to which it relates.
IMPORTANT
MESSAGE REGARDING INTERNET AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL
MEETING OF SHAREHOLDERS TO BE HELD ON MAY 27, 2009: This Proxy Statement
and the Central Jersey Bancorp Annual Report to Shareholders for the year
ended December 31, 2008 are available at
http://www.cfpproxy.com/4562.
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Principal
Shareholders and Security Ownership of Management
The
following table sets forth information as of April 3, 2009, with respect to the
beneficial ownership (as defined in Rule 13d-3 of the Securities Exchange Act of
1934, as amended (the “Exchange Act”)) of Central Jersey Bancorp’s Common Stock,
by (1) each director and nominee for director of Central Jersey Bancorp, (2)
each Named Executive Officer for the year ended December 31, 2008, (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.
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Beneficial
Ownership of
Central
Jersey Bancorp’s
Common
Stock
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Name of Beneficial
Owner (1)
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James
G. Aaron, Esq. (3)(4)
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257,186
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2.84
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%
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Mark
R. Aikins, Esq. (3)(5)
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122,437
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1.35
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%
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John
A. Brockriede (3)(6)
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494,813
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5.43
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%
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George
S. Callas (3)(7)
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196,460
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2.16
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%
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Paul
A. Larson, Jr. (3)(8)
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86,118
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*
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John
F. McCann (3)(9)
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206,815
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2.28
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%
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Carmen
M. Penta, C.P.A. (3)(10)
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109,010
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1.20
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%
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Mark
G. Solow (3)(11)
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191,511
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2.11
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%
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James
S. Vaccaro (3)(12)(13)
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226,830
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2.47
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%
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Beneficial
Ownership of
Central
Jersey Bancorp’s
Common
Stock
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Name of Beneficial
Owner (1)
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Robert
S. Vuono (3)(14)(15)
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114,362
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1.25
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%
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Anthony
Giordano, III (16)(17)
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71,494
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*
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Linda
J. Brockriede (18)(19)
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494,813
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5.43
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%
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All
Directors and Executive Officers
as
a Group (11 persons) (4)(5)(6)(7)(8)(9)(10)(11)
(13)(15)(17)
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2,077,036
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21.44
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%
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______________________________
*
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Indicates
less than 1%.
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(1)
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All
directors and officers listed in this table maintain a mailing address at
1903 Highway 35, Oakhurst, New Jersey
07755.
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(2)
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In
accordance with Rule 13d-3 of the Exchange Act, a person is deemed to be
the beneficial owner, for purposes of this table, of any shares of Central
Jersey Bancorp’s Common Stock if he or she has voting or investment power
with respect to such security. This includes shares (a) subject
to options exercisable within 60 days, and (b)(1) owned by a spouse, (2)
owned by other immediate family members, or (3) held in trust or held in
retirement accounts or funds for the benefit of the named individuals,
over which shares the person named in the table may possess voting and/or
investment power.
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(3)
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Such
person currently serves as a director of Central Jersey Bancorp and is a
nominee for director.
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(4)
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Includes
44,259 shares subject to currently exercisable stock options; 27,545
shares held in an Individual Retirement Account with Morgan Stanley for
the benefit of Mr. Aaron; and 18,336 shares registered in the name of Mr.
Aaron as trustee for the Trust Under the Will of Leslie B. Aaron, Mr.
Aaron’s father. Mr. Aaron disclaims any beneficial ownership of
the shares held in the aforementioned trust. Also includes
44,019 shares registered in the name of ERBA Co., Inc., in which Mr. Aaron
has an ownership interest and serves as vice president. Mr.
Aaron disclaims beneficial ownership of these securities except to the
extent of his ownership interest in ERBA Co., Inc. Also
includes 48,993 shares registered in the name of the Aaron Family Limited
Partnership, of which Mr. Aaron is a partner. Mr. Aaron
disclaims beneficial ownership of these securities except to the extent of
his partnership interest in the Aaron Family Limited
Partnership. Also includes 7,680 shares registered in the name
of the David Ritter Trust and 7,680 shares registered in the name of the
Randy Ritter Trust, of which Mr. Aaron is a trustee. Mr. Aaron
disclaims any beneficial ownership of the shares held in these
trusts. Also includes 22,544 shares held in trusts for the
benefit of Mr. Aaron’s family
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members
of which Mr. Aaron’s wife is trustee; 3,361 shares registered in the name of Mr.
Aaron’s wife; and 9,653 shares held in an Individual Retirement Account with
Morgan Stanley for the benefit of Mr. Aaron’s wife. Mr. Aaron
disclaims beneficial ownership of the shares held in these trusts, the shares
held by his wife and the shares held for the benefit of his wife.
(5)
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Includes
44,259 shares subject to currently exercisable stock options; 77,117
shares held in a Simplified Employee Pension/Individual Retirement Account
by Merrill Lynch as custodian for the benefit of Mr. Aikins; and 1,061
shares held by Mr. Aikins for the benefit of his children under the
Uniform Transfers to Minors Act, as to which shares he disclaims any
beneficial interest.
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(6)
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Includes
25,422 shares subject to currently exercisable stock
options. Also includes 20,534 shares held in an Individual
Retirement Account and 3,899 shares held in a Simplified Employee Pension
Plan both by UBS as custodian for the benefit of Mr. Brockriede, and 3,202
shares held in an Individual Retirement Account by UBS for the benefit of
Mr. Brockriede’s wife. Mr. Brockriede disclaims beneficial
ownership of the shares held in the Individual Retirement Account for the
benefit of his wife. Includes 127,281 shares held by CJM
Management, L.L.C., of which Mr. Brockriede is an Administrative
Member. Mr. Brockriede disclaims beneficial ownership of these
shares except to the extent of his ownership interest in CJM Management,
L.L.C. Also includes 294,388 shares held jointly with Mr.
Brockriede’s wife through a broker, 2,488 shares held jointly with Mr.
Brockriede’s wife directly and 16,355 shares held in trusts for the
benefit of Mr. Brockriede’s family members of which Mr. Brockriede’s wife
is trustee. Mr. Brockriede disclaims beneficial ownership of
the shares held in these trusts.
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(7)
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Includes
75,817 shares subject to currently exercisable stock options and 6,750
shares held by Mr. Callas’ wife. Mr. Callas disclaims
beneficial ownership of the shares held by his
wife.
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(8)
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Includes
34,719 shares subject to currently exercisable stock
options. Also includes 8,437 shares held jointly with Mr.
Larson’s wife.
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(9)
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Includes
44,259 shares subject to currently exercisable stock options; and 15,312
shares held in an Individual Retirement Account with Charles Schwab for
the benefit of Mr. McCann. Also includes 16,879 shares held by
Mr. McCann’s wife, as to which shares he disclaims beneficial
ownership.
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(10)
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Includes
38,579 shares subject to currently exercisable stock options and 151
shares held jointly with Mr. Penta’s wife. Also includes 7,907
shares held by Mr. Penta’s wife as to which shares Mr. Penta disclaims
beneficial ownership.
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(11)
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Includes
44,259 shares subject to currently exercisable stock
options.
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(12)
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Mr.
Vaccaro is a Named Executive Officer and serves as the Chairman of the
Board, President and Chief Executive Officer of Central Jersey
Bancorp.
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(13)
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Includes
151,836 shares subject to currently exercisable stock options; 43,099
shares held by Citi, Smith Barney as custodian for the benefit of the
James S. Vaccaro Simplified Employee Pension; 7,790 shares held pursuant
to the 401(k) plan of Central Jersey Bank, N.A. for the benefit of Mr.
Vaccaro; and 2,698 shares held by Mr. Vaccaro as custodian for his
daughters
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under the
Uniform Transfers to Minors Act. Mr. Vaccaro disclaims any beneficial
interest to the shares held by him as custodian for his daughters.
(14)
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Mr.
Vuono is a Named Executive Officer and serves as the Senior Executive Vice
President, Chief Operating Officer and Secretary of Central Jersey
Bancorp.
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(15)
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Includes
101,285 shares subject to currently exercisable stock options and 13,077
shares held for the benefit of Mr. Vuono in an Individual Retirement
Account with Bank of America Investment Services,
Inc.
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(16)
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Mr.
Giordano is a Named Executive Officer and serves as Executive Vice
President, Chief Financial Officer, Treasurer and Assistant Secretary of
Central Jersey Bancorp.
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(17)
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Includes
55,548 shares subject to currently exercisable stock options; 2,652 shares
held by Charles Schwab & Co. in an Individual Retirement Account for
the benefit of Mr. Giordano; 2,756 shares held in a Simplified Employee
Pension by Charles Schwab & Co. for the benefit of Mr. Giordano’s
wife, as to which shares he disclaims any beneficial interest; 7,540
shares held pursuant to the 401(k) plan of Central Jersey Bank, N.A. for
the benefit of Mr. Giordano; 2,401 shares held by Charles Schwab & Co.
in an Individual Retirement Account for the benefit of Mr. Giordano’s
wife, as to which shares he disclaims any beneficial interest; and 597
shares held by Mr. Giordano as custodian for his son under the Uniform
Transfers to Minors Act, as to which shares he disclaims any beneficial
interest.
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(18)
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John
A. Brockriede and Linda J. Brockriede together beneficially own a total of
494,813 shares of Central Jersey Bancorp’s Common Stock (including
currently exercisable stock options) which represents 5.43% of Central
Jersey Bancorp’s outstanding Common
Stock.
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(19)
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Includes 294,388 shares held
jointly with Mrs. Brockriede’s husband, John A. Brockriede, through a
broker; 2,488 shares held jointly with John A. Brockriede directly; 1,244
shares held by John A. Brockriede directly; 16,355 shares held in trusts
for the benefit of Mrs. Brockriede’s family members of which Mrs.
Brockriede is trustee; 25,422 shares subject to currently exercisable
stock options previously granted to John A. Brockriede; 20,534 shares held
in an Individual Retirement Account and 3,899 shares held in a Simplified
Employee Pension Plan both by UBS as custodian for the benefit of John A.
Brockriede; 3,202 shares held in an Individual Retirement Account by UBS
for the benefit of Mrs. Brockriede; and 127,281 shares held by CJM
Management, L.L.C., of which John A. Brockriede is an Administrative
Member. Mrs. Brockriede disclaims beneficial ownership to all
of the aforementioned securities with the exception of those held jointly
with her husband and the securities held in an Individual Retirement
Account for her benefit. Mrs. Brockriede maintains a mailing
address at 450 Broadway, Long Branch, New Jersey
07740.
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ITEM
1 - ELECTION OF DIRECTORS
The
By-laws of Central Jersey Bancorp provide that the number of directors shall not
be less than three directors, nor more than fifteen directors, and permit the
exact number of directors to be determined from time to time by the
Board. Currently, the Board has fixed the number of directors at
ten.
Nomination
Process
The
Nominating and Corporate Governance Committee of the Board of Directors is
principally responsible for: (1) determining the slate of director nominees for
election to the Board of Directors; (2) identifying and recommending candidates
to fill vacancies occurring between annual shareholder meetings; (3) reviewing
the composition of Board committees; and (4) reviewing Central Jersey Bancorp’s
policies and programs that relate to matters of corporate responsibility,
including public issues of significance to Central Jersey Bancorp and 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 2010 annual meeting of shareholders
at its principal executive offices located at 1903 Highway 35, Oakhurst, New
Jersey 07755 no later than December 31, 2009 and must be accompanied by the
following information: (1) the name and contact information for the nominee; (2)
a statement of the nominee’s business experience and educational background; (3)
a detailed description describing any relationship between the nominee and the
proposing shareholder; (4) a statement by the shareholder
explaining
why he, she or it believes that the nominee is qualified to serve on the Board
and how his or her service would benefit Central Jersey Bancorp; and (5) a
statement that the nominee is willing to be considered and willing to serve as a
director of Central Jersey Bancorp if nominated and elected. The
Board retains complete discretion for making nominations for election as a
member of the Board.
Nominees
It is
intended that the proxies solicited by the Board will be voted “
FOR
” the ten nominees for
director listed below in the section captioned “Board of Directors” (unless a
shareholder otherwise directs). If, for any reason, any of the
nominees for director becomes unavailable for election to or service on the
Board, the proxies solicited by the Board of Directors will be voted for such
substituted nominee(s) as is (are) selected by the Board of
Directors. The Board has no reason to believe that any of the named
nominees are not available or will not serve if elected. Each nominee
for director currently serves as a director of Central Jersey Bancorp and its
bank subsidiary, Central Jersey Bank, N.A. Directors will be elected
by a plurality of the votes cast at the Annual Meeting whether in person or by
proxy. Effective January 1, 2008, James S. Vaccaro became the
Chairman of the Board and will continue to serve in such capacity, subject to
his election as a director at the Annual Meeting.
THE
BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE “FOR” THE NOMINEES FOR
DIRECTOR.
Board
of Directors
Each
nominee for director currently serves as a director of Central Jersey Bancorp
and has been nominated to serve for an additional one year term to expire at the
next annual meeting of shareholders of Central Jersey Bancorp. The
name, age, principal occupation or employment and biographical information of
each person nominated to serve as a member of the Board of Directors of Central
Jersey Bancorp is set forth below:
Name and
Address
|
Age
|
Principal Occupation
or Employment
|
James
G. Aaron, Esq.
|
64
|
Partner
of Ansell, Zaro, Grimm & Aaron
|
Mark
R. Aikins, Esq.
|
49
|
Managing
Member of Mark R. Aikins, L.L.C.
|
John
A. Brockriede
|
74
|
Businessman
|
George
S. Callas
|
76
|
President
of Allaire Capital Corp.
|
Paul
A. Larson, Jr.
|
59
|
President
Larson Ford-Suzuki
|
John
F. McCann
|
71
|
Retired
Group President of Salomon Smith
Barney
|
Name and
Address
|
Age
|
Principal Occupation
or Employment
|
Carmen
M. Penta, C.P.A.
|
65
|
Partner
of Amper, Politziner & Mattia, P.C.
|
Mark
G. Solow
|
60
|
Co-founder
of GarMark Advisors, L.L.C.
|
James
S. Vaccaro
|
52
|
Chairman
of the Board, President and Chief Executive Officer of Central Jersey
Bancorp
|
Robert
S. Vuono
|
59
|
Senior
Executive Vice President, Chief Operating Officer and Secretary of Central
Jersey Bancorp
|
|
|
|
There are
no family relationships among the nominees for director and executive officers
of Central Jersey Bancorp. None of the nominees for director of
Central Jersey Bancorp are directors of any company with a class of securities
registered pursuant to Section 12 of the Exchange Act or subject to the
requirements of Section 15(d) of the Exchange Act or any company registered as
an investment company under the Investment Company Act of 1940, as
amended.
Each
nominee for director of Central Jersey Bancorp elected to the Board shall also
serve as a member of the Board of Directors of Central Jersey Bank,
N.A.
Biographical
Information
James G. Aaron
is a 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.
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
served as
Chairman of the Board of Central Jersey Bancorp and Central Jersey Bank, N.A.
from January 1, 2005 to December 31, 2007. Prior to the consummation
of the combination of Central Jersey Bancorp and Allaire Community Bank on
January 1, 2005, he served as the Chairman of the Board of Allaire Community
Bank. Mr. Callas is a retired businessman, governmental official and
educator and has owned, operated and participated in various businesses for over
40 years, including restaurants, nursing homes, real estate and wireless
television stations. He assisted in the organization of Allaire State
Bank, located in Wall Township, New Jersey, and served as the Vice Chairman of
the Board of Directors and Vice President of such bank. Mr. Callas
served as a member of the Board of Directors of National Community Bank of New
Jersey. Mr. Callas also served in the Department of Community Affairs
of the State of New Jersey and as the former Business
Administrator
of the City of New Brunswick and the Township of Jackson, former Director of the
Monmouth County Employment and Training Agency, former Executive Director of the
New Jersey State Senate, and former head of the Business Advocacy Division of
the New Jersey Department of Commerce and Economic Development. Mr.
Callas was also an educator of science, math and high school history, a college
admission counselor and a college instructor in economics, political science and
public administration. Mr. Callas was involved in many civic groups
throughout his career. 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,
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, and he is a senior advisor to York Street Capital, a
firm which makes mezzanine and structured equity investments in public and
private companies. Prior to the formation of GarMark Advisors, LLC,
Mr. Solow was a Senior Executive Vice President at Chemical Banking Corporation
and a member of its twelve-person Management Committee. At Chemical
Banking Corporation, Mr. Solow was in charge of global investment banking and
corporate and multinational banking in North America, Western Europe and
Asia. In addition, he was Senior Credit Officer for the United
States, Canada, Western Europe and Asia. Mr. Solow received his B.S.
and M.B.A. degrees from Bowling Green University. Mr. Solow has
served as a member of the Board of Directors of Central Jersey Bancorp since
January 1, 2005. Prior to the consummation of the combination of
Central Jersey Bancorp and Allaire Community Bank on January 1, 2005, he
served as a member of
the Board of Directors of Monmouth Community Bancorp (the predecessor to Central
Jersey Bancorp) since its inception. Mr. Solow also has served as a
member of the Board of Directors of Central Jersey Bank, N.A. since its
inception. Mr. Solow resides in Spring Island, South Carolina and Sea
Bright, New Jersey.
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 and Chief Executive Officer 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 has served as the
Chief Executive Officer of Central Jersey Bank, N.A. (formerly Monmouth
Community Bank, N.A.) since April 3, 2000. Mr. Vaccaro served in
various management capacities in the health care field from 1995 through
2000. Mr. Vaccaro has over 25 years of experience in the banking
industry. He was a member of the Board of Directors, Executive Vice
President and Chief Financial Officer of The Central Jersey Bank & Trust
Co., and, prior to his affiliation with The Central Jersey Bank & Trust Co.,
was a Manager of the Asset Services Division of Citibank, N.A. Mr.
Vaccaro 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 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, 2008, Central Jersey Bancorp’s Board of Directors consisted of ten
directors, eight of whom qualified as independent directors in accordance with
the rules of NASDAQ and the rules and regulations of the SEC. The
following are the eight independent members of the Board of
Directors:
James
G. Aaron, Esq.
|
Paul
A. Larson, Jr.
|
Mark
R. Aikins, Esq.
|
John
F. McCann
|
John
A. Brockriede
|
Carmen
M. Penta, C.P.A.
|
George
S. Callas
|
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 for the
year ended December 31, 2008, as discussed below, qualified as independent
directors in accordance with the rules of NASDAQ and the rules and regulations
of the SEC.
Meetings
and Committees of the Board of Directors
The Board of Directors of Central
Jersey Bancorp conducts business through regularly scheduled meetings of the
Board and through its committees, including an Executive Committee, a Nominating
and Corporate Governance Committee, a Compensation Committee and an Audit
Committee. The Board of Directors for the year ended December 31,
2008 consisted of James G. Aaron, Esq., Mark R. Aikins, Esq., John A.
Brockriede, George S. Callas, Paul A. Larson, Jr., John F. McCann, Carmen M.
Penta, C.P.A., Mark G. Solow, James J. Vaccaro and Robert S.
Vuono. Mr. Vaccaro was appointed Chairman of the Board as of January
1, 2008.
During
the year ended December 31, 2008, the Board held twelve regularly-scheduled
meetings, with the directors of Central Jersey Bancorp serving on the Board for
the year ended December 31, 2008 attending at least 75% 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 Board meeting held subsequent
to Central Jersey Bancorp’s 2008 annual meeting of shareholders.
Executive
Committee
The
Executive Committee of the Board of Directors, to the extent permitted by
applicable law, sometimes acts on behalf of the full Board of Directors in its
absence and has the authority to address corporate matters between meetings of
the full Board. All significant actions of the Executive Committee
must be ratified by the full Board of Directors. For the year ended
December 31, 2008, the Board of Directors did not appoint an Executive
Committee.
Nominating
and Corporate Governance Committee
The
Nominating and Corporate Governance Committee of the Board of Directors is
responsible for determining the slate of nominees for election as directors
based upon the performance criteria established by the Nominating and Corporate
Governance Committee, and may recommend a successor to a key senior management
position when a position is vacant. In addition, the Nominating and
Corporate Governance Committee has developed a management succession policy that
specifies key senior management positions and qualified potential
replacements. The Nominating and Corporate Governance Committee
adopted a Charter on August 25, 2005 (the “Nominating Charter”) in consultation
with the Board of Directors. The Nominating Charter also may be
viewed at Central Jersey Bancorp’s website,
www.cjbna.com
under the
“Corporate Governance” link.
For the
year ended December 31, 2008, the Nominating and Corporate Governance Committee
consisted of directors John A. Brockriede, George S. Callas, John F. McCann,
Paul A. Larson and Mark G. Solow. Mr. Larson served as the 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 2008, with all members attending 100% 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, 2008, the Compensation Committee consisted of directors
James G. Aaron, Esq., George S. Callas, Paul A. Larson, Jr., John F. McCann and
Mark G. Solow. Mr. McCann served as the 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 four times
during 2008, with all members attending 100% of the meetings.
The Board
has adopted a written charter for the Compensation Committee. The
Compensation Committee Charter provides that the Compensation Committee shall,
among other things:
|
·
|
Review
and approve corporate goals and objectives on an annual basis that are
relevant to the President and Chief Executive Officer’s compensation,
evaluate the President and Chief Executive Officer’s performance in light
of such goals and objectives and approve the President and Chief Executive
Officer’s compensation based on this
evaluation.
|
|
·
|
Establish
and administer Central Jersey Bancorp’s incentive compensation programs
for key executive and management
employees.
|
|
·
|
Review
and approve executive perquisite
programs.
|
|
·
|
Review
and recommend to the Board for approval the compensation arrangements of
non-employee members of the Board.
|
The
Compensation Committee Charter may be viewed at Central Jersey Bancorp’s website
at
www.cjbna.com
under
the “Corporate Governance” link.
Audit
Committee
The Audit
Committee of the Board of Directors is responsible for developing and monitoring
the audit and loan review programs of Central Jersey Bancorp and Central Jersey
Bank, N.A., respectively. The Audit Committee recommends the loan
review consultant to the Board, selects the outside auditor and meets with the
Board to discuss the results of the annual audit and quarterly loan reviews and
any related matters. The Audit Committee also receives and reviews
the reports and findings and any other information presented to members of
the
Audit
Committee by the officers of Central Jersey Bancorp and its bank subsidiary
regarding financial reporting policies and practices.
For the
year ended December 31, 2008, the Audit Committee consisted of directors Mark R.
Aikins, Esq., John A. Brockriede, George S. Callas and Carmen M. Penta,
C.P.A. Mr. Penta served as the 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
Mr. Penta is both independent and qualifies as a financial expert by SEC
rules.
The Audit
Committee met six times during 2008, with Mr. Aikins, Mr. Callas and Mr. Penta
attending 100% of the meetings held and Mr. Brockriede attending two of the
three meetings conducted during his time as an Audit Committee
member.
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 auditors and Central Jersey
Bancorp’s independent public accountants. The Board amended and
restated the Charter on August 25, 2005. The Audit Committee Charter,
as amended and restated, may be viewed at Central Jersey Bancorp’s website at
www.cjbna.com
under the
“Corporate Governance” link.
Review of Audited Financial Statements
for the year ended December 31, 2008
The Audit Committee, as in place for
2008, has reviewed and discussed with Central Jersey Bancorp’s management the
audited financial statements of Central Jersey Bancorp for the year ended
December 31, 2008. The Audit Committee has discussed with Beard
Miller Company, LLP (“Beard Miller Company”), Central Jersey Bancorp’s
independent public accountants for the year ended December 31, 2008, 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 Beard Miller Company required by
Independence Standards Board Standard No. 1 (Independence Discussion with Audit
Committees), and the Audit Committee has discussed the independence of Beard
Miller Company 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, 2008 be included in its Annual Report on Form 10-K for the year
ended December 31, 2008 and that such Form 10-K be filed with the
SEC.
Change
in Independent Public Accountants
On
December 10, 2007, Central Jersey Bancorp dismissed KPMG, LLP (“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, Beard Miller Company as its new principal accountants for the
year ended 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
report of KPMG on the consolidated financial statements of Central Jersey
Bancorp and its wholly owned subsidiary, Central Jersey Bank, N.A., for the year
ended December 31, 2007 did not contain an adverse opinion or disclaimer of
opinion and was 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 did not
contain an adverse opinion or disclaimer of opinion and was not qualified or
modified as to uncertainty, audit scope or accounting principles.
In
connection with the audit of Central Jersey Bancorp’s consolidated financial
statements for the year ended December 31, 2007, and its engagement through the
subsequent interim period ended March 14, 2008, there were no (1) 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 (2) “reportable events” as defined in Item 304(a)(1)(v) of
Regulation S-K.
During
the fiscal year ended December 31, 2007, and from December 31, 2007 to March 14,
2008, Central Jersey Bancorp did not consult with Beard Miller Company regarding
either (1) 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 (2) 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:
|
Carmen
M. Penta, C.P.A.,
Chair
|
John
A. Brockriede
|
|
Mark
R. Aikins, Esq.
|
George
S. Callas
|
Principal
Accountant Fees and Services
Audit
Fees
Central Jersey Bancorp paid a total of
$156,835 in 2008 to Beard Miller Company for audit services and $240,000 in 2007
to KPMG for audit services, which included work related to the annual audit and
quarterly reviews rendered in 2008 and 2007, respectively.
Audit
Related Fees
Central Jersey Bancorp paid a total of
$13,914 and $43,600 in audit related fees in 2008 to Beard Miller Company and
KPMG, respectively, and $63,500 in audit related fees in 2007 to
KPMG. These audit related fees included work related to the audit of
the Central Jersey Bank, N.A. Employee Savings and Profit Sharing Plan &
Trust for the years ended December 31, 2007 and 2006 and the preparation of the
proxy statement for the Special Meeting of Shareholders held on December 18,
2008.
Tax
Fees
Central Jersey Bancorp paid a total of
$40,025 in 2008 to Grant Thornton, LLP and $22,000 in 2007 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 each of Beard Miller Company and KPMG
in the years ended December 31, 2008 and 2007, respectively, including services
rendered in connection with income tax consultation, were compatible with
maintaining their independence and has determined that the nature and substance
of the limited non-audit services did not impair the status of either Beard
Miller Company or KPMG as Central Jersey Bancorp’s independent auditors for the
years ended December 31, 2008 and 2007, respectively. Neither the
engagement of Beard Miller Company or 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,
2008, 100% of the audit related fees, tax related fees and other fees set forth
above were approved by the Audit Committee.
EXECUTIVE
OFFICERS
The name,
age, current position and biographical information of each executive officer of
Central Jersey Bancorp are set forth below:
Name and
Address
|
Age
|
Capacities in Which
Served
|
James
S. Vaccaro
|
52
|
Chairman
of the Board, President and Chief Executive Officer
|
Robert
S. Vuono
|
59
|
Senior
Executive Vice President, Chief Operating Officer and
Secretary
|
Anthony
Giordano, III
|
43
|
Executive
Vice President, Chief Financial Officer, Treasurer and Assistant
Secretary
|
Biographical
Information
For the biographical information for
James S. Vaccaro and Robert S. Vuono, see “Board of Directors,”
above.
Anthony Giordano, III
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 its
inception. 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.
Chief
Executive and Senior Financial Officer Code of Ethics
The chief executive and senior
financial officers of Central Jersey Bancorp are held to the highest standards
of honest and ethical conduct when conducting the affairs of Central Jersey
Bancorp. All such individuals must act ethically at all times in
accordance with the policies contained in Central Jersey Bancorp’s Chief
Executive and Senior Financial Officer Code of Ethics. A copy of the
Chief Executive and Senior Financial Officer Code of Ethics has been posted on
Central Jersey Bancorp’s website,
www.cjbna.com
under the
“Officer Code of Ethics” link.
EXECUTIVE
COMPENSATION
The
following table sets forth information concerning the annual and long-term
compensation of the Named Executive Officers for services in all capacities to
Central Jersey Bancorp and Central Jersey Bank, N.A. for the years ended
December 31, 2008 and 2007, respectively. The Named Executive
Officers of Central Jersey Bancorp are (1) James S. Vaccaro, Chairman of the
Board, President and Chief Executive Officer, (2) Robert S. Vuono, Senior
Executive Vice President, Chief Operating Officer and Secretary and (3) Anthony
Giordano, III, Executive Vice President, Chief Financial Officer, Treasurer and
Assistant Secretary (the “Named Executive Officers”).
Summary
Compensation Table
|
Name
and Principal
Position
|
Year
|
Salary
($)
|
Bonus
($)
|
Stock
Awards
($)
|
Option
Awards
($)(1)(2)
|
Non-Equity
Incentive
Plan
Compensation
($)
|
Nonqualified
Deferred
Compensation
Earnings
($)
|
All
Other
Compensation
($)
|
Total
($)
|
James
S. Vaccaro,
Chairman,
President
and
Chief Executive
Officer
|
2008
2007
|
$
249,997
$
250,000
|
$
45,000
$
20,000
|
$
---
$
---
|
$
9,118
$
13,194
|
$
---
$
---
|
$
---
$
---
|
$ 12,697 (3)
$
12,352
|
$
316,812
$
295,546
|
Robert
S. Vuono,
Senior
Executive Vice
President,
Chief
Operating
Officer
and
Secretary
|
2008
2007
|
$
160,000
$
160,000
|
$
25,000
$
15,000
|
$
---
$
---
|
$
7,598
$
10,995
|
$
---
$
---
|
$
---
$
---
|
$ 9,604 (4)
$
9,105
|
$
202,202
$
195,100
|
Anthony
Giordano, III,
Executive
Vice
President,
Chief
Financial
Officer,
Treasurer
and
Assistant
Secretary
|
2008
2007
|
$
140,000
$
130,458
|
$
20,000
$
12,000
|
$
---
$
---
|
$
4,558
$
6,596
|
$
---
$
---
|
$
---
$
---
|
$ 6,508 (5)
$
5,796
|
$
171,066
$
154,850
|
_________________________
(1)
|
The
amounts in this column reflect the dollar amount recognized for financial
statement reporting purposes for the fiscal years ended December 31,
2008 and 2007, 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, 2008 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 each of
July 1, 2008, July 2, 2007 and July 1,
2006.
|
(3)
|
Of
this amount, $3,083 represents the lease value of an automobile provided
to Mr. Vaccaro for business use in 2008, $414 represents the premiums paid
for Group Term Life Insurance coverage exceeding $50,000 for the benefit
of Mr. Vaccaro in 2008, and $9,200 represents the amount contributed by
Central Jersey Bank, N.A. to its 401(k) plan for the benefit of Mr.
Vaccaro in 2008.
|
(4)
|
Of
this amount, $568 represents the premiums paid for Group Term Life
Insurance coverage exceeding $50,000 for the benefit of Mr. Vuono in 2008,
$1,636 represents the amount contributed by
Central
|
Jersey
Bank, N.A. pursuant to a bank owned life insurance (BOLI) contract in 2008, and
$7,400 represents the amount contributed by Central Jersey Bank, N.A. to its
401(k) plan for the benefit of Mr. Vuono in 2008.
(5)
|
Of
this amount, $108 represents the premiums paid for Group Term Life
Insurance coverage exceeding $50,000 for the benefit of Mr. Giordano in
2008 and $6,400 represents the amount contributed by Central Jersey Bank,
N.A. to its 401(k) plan for the benefit of Mr. Giordano in
2008.
|
Narrative
Disclosure to Summary Compensation Table
The
objective of Central Jersey Bancorp’s executive compensation is to enhance
Central Jersey Bancorp’s long-term profitability by providing compensation that
will attract and retain superior talent, reward performance and align the
interests of the executive officers with the long-term interests of the
shareholders of Central Jersey Bancorp.
The
Compensation Committee is responsible for determining whether the compensation
and benefit packages are suitable and do not provide excessive
benefits. The Compensation Committee generally approves or recommends
to the Board compensation packages or plans for senior management and
directors. These compensation and benefit packages may include
salaries, bonuses, vacations, termination benefits, contribution to employee
pension plans, stock option and stock purchase plans, indemnification agreements
and employment/change of control contracts.
When
reviewing compensation arrangements for a member or members of senior management
and directors, the Compensation Committee shall consider the following
matters:
|
(a)
|
The
combined value of all cash and non-cash benefits provided to the
individual or individuals;
|
|
(b)
|
The
compensation history of the individual or individuals as compared to other
individuals with comparable expertise at Central Jersey
Bancorp;
|
|
(c)
|
The
financial condition of Central Jersey
Bancorp;
|
|
(d)
|
Comparable
compensation practices at similar institutions, based upon factors such as
asset size, geographic location and the services
provided;
|
|
(e)
|
The
projected total cost and benefit to Central Jersey Bancorp for post
employment benefits; and
|
|
(f)
|
Any
connection between the individual and any fraudulent act or omission,
breach of trust or fiduciary duty or insider abuse with regard to Central
Jersey Bancorp.
|
Base
Salaries
Base
salary levels for Central Jersey Bancorp’s executive officers are competitively
set relative to companies in peer businesses. In reviewing base
salaries, the Compensation Committee also takes into account individual
experience and past performance.
Annual
Bonuses
Central
Jersey Bancorp’s annual performance bonuses are intended to provide a direct
cash incentive to executive officers and other key employees for a variety of
performance measures. Financial performance is compared against
budgets as well as peer businesses.
Chief
Executive Officer Compensation
James S.
Vaccaro served as Central Jersey Bancorp’s President and Chief Executive Officer
for the year ended December 31, 2008.
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.
Restrictions
on Compensation under the Treasury’s Capital Purchase Program
Central
Jersey Bancorp is subject to certain restrictions and limitations on the amount
and nature of compensation it may pay to its executive officers as a result of
Central Jersey Bancorp’s participation in the United States Department of the
Treasury’s (the “Treasury”) Troubled Assets Relief Program (“TARP”) under the
Emergency Economic Stabilization Act of 2008 (“EESA”). These
restrictions apply during the period in which Central Jersey Bancorp’s
obligations under TARP remain outstanding and include the
following:
|
·
|
No
Golden Parachute Payments. Central Jersey Bancorp is prohibited
from making any “golden parachute payments” to a senior executive
officer. A “golden parachute payment” is defined as a severance
payment resulting from voluntary termination of employment that equals or
exceeds three times the recipient’s average annual base salary over the
five years prior to termination.
|
|
·
|
Recovery
of Bonus, Retention Awards and Incentive Compensation. Central
Jersey Bancorp is required to recover from any senior executive officer
any bonus, retention award or incentive compensation that was based on
statements of earnings, revenues, gains or other criteria that are
subsequently found to be materially
inaccurate.
|
|
·
|
No
Compensation Arrangements that Encourage Excessive
Risk. Central Jersey Bancorp is prohibited from entering into
any compensation arrangement with a senior executive officer that provide
an incentive to take unnecessary and excessive risks that threaten the
value of Central Jersey Bancorp.
|
|
·
|
Limit
on Federal Income Tax Deductions. Central Jersey Bancorp may
not take a federal income tax deduction for compensation paid to senior
executive officers to the extent such compensation exceeds $500,000 per
year.
|
On
February 17, 2009, President Obama signed the American Recovery and Reinvestment
Act of 2009 (“ARRA”) into law, which amended EESA to provide for stricter
limitations on executive compensation for TARP participants and which directed
the Treasury to promulgate regulations implementing such
restrictions. The restrictions under the ARRA include the
following:
|
·
|
No
Severance Payments. ARRA redefined “golden parachute payment”
as any payment to a senior executive officer or any of the next five most
highly-compensated employees for departure from the TARP participant for
any reason, except for payments for services performed or benefits
accrued.
|
|
·
|
Recovery
of Bonus, Retention Awards and Incentive Compensation. ARRA
includes a similar “clawback” provision under which a TARP participant
must recover any bonus, retention award or incentive compensation that is
based on statements of earnings that are subsequently found to be
materially inaccurate. However, the clawback provision under
ARRA applies to a TARP participant’s senior executive officers and to the
next twenty most highly-compensated
employees.
|
|
·
|
No
Compensation Arrangements that Encourage Manipulation of
Earnings. ARRA prohibits a TARP participant from entering into
any compensation arrangements that would encourage manipulation of its
reported earnings for the purpose of enhancing the compensation of any
employee.
|
|
·
|
Limit
on Incentive Compensation. ARRA prohibits a TARP participant
from paying or accruing any bonus, retention award or incentive
compensation to its most highly-compensated employee (where the TARP
participant received $25,000,000 or less in TARP funds). This
prohibition does not apply to the payment of long-term restricted stock
that meets certain requirements, and does not prohibit payments required
to be paid pursuant to written employment contracts executed on or before
February 11, 2009.
|
In
addition to the limitations and restrictions on executive compensation, ARRA
imposes certain corporate governance requirements upon TARP participants,
including the following:
|
·
|
Compensation
Committee. ARRA requires a TARP participant to establish a
Compensation Committee comprised solely of independent directors, which
must meet at least semi-annually to discuss and evaluate compensation
plans in light of an assessment of any risk imposed to the financial
institution from such plans.
|
|
·
|
Certifications
of Compliance. The chief executive officer and chief financial
officer of the TARP participant are required to provide a written
certification of compliance with ARRA’s executive compensation
requirements to the SEC.
|
|
·
|
Treasury
Review of Bonuses. The Secretary of the Treasury (the
“Secretary”) is directed to review bonuses, retention awards and other
compensation paid to the TARP participant’s senior executive officers and
the next twenty most highly-compensated employees prior to the enactment
of ARRA to determine whether any such payments were inconsistent with the
purposes of ARRA’s executive compensation provisions or were otherwise
contrary to the public interest. If the Secretary makes such a
determination, the Secretary is directed to negotiate with the TARP
participant and the subject employee for appropriate reimbursement to the
federal government with respect to any bonuses or compensation found to be
excessive.
|
|
·
|
Advisory
Shareholder Vote on Executive Compensation. A TARP participant
is required to hold an advisory shareholder vote to approve the
compensation of the financial institution’s executives at its annual
meeting. The outcome of the vote is not binding on the board of
directors of the TARP participant.
|
As of the
date of mailing of this proxy statement, the Treasury has not promulgated
regulations implementing the provisions of ARRA discussed
above. Therefore, although the Board of Directors of Central Jersey
Bancorp is reviewing the requirements of ARRA and considering their impact on
the compensation of Central Jersey Bancorp’s Named Executive Officers and other
affected employees, the effect of ARRA on Central Jersey Bancorp is uncertain
pending the promulgation of new regulations by the Treasury.
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, 2008, options to purchase 1,289,948 shares of Central Jersey
Bancorp’s Common Stock were outstanding under the Stock Option Plan and 130,811
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 2008.
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, 2008, were as follows:
2008
EQUITY COMPENSATION PLAN TABLE
Plan
category
|
|
Number
of
Securities
to be
Issued
Upon
Exercise
of
Outstanding
Options,
Warrants
and
Rights
(a)(2)
|
|
Weighted-Average
Exercise
Price of
Outstanding
Options,
Warrants
and
Rights
(b)
|
|
Number
of Securities
Remaining
Available for
Future
Issuance Under
Equity
Compensation
Plans
(Excluding
Securities
Reflected in
Column
(a))
(c)(3)
|
Equity
compensation plans
approved
by security holders (1)
|
|
|
1,289,948
|
|
|
$
|
4.71
|
|
|
|
1,608,111
|
|
Equity
compensation plans not
approved
by security holders
|
|
|
---
|
|
|
|
---
|
|
|
|
---
|
|
Total
|
|
|
1,289,948
|
|
|
$
|
4.71
|
|
|
|
1,608,111
|
|
__________________________________
(1)
|
Central
Jersey Bancorp currently has no equity compensation plans other than the
Stock Option Plan and the Equity Incentive Plan described
herein. No additional option grants will be made under the
Stock Option Plan. As of January 1, 2005, all stock options
issued under the Stock Option Plan had
vested.
|
(2)
|
The
shares have been adjusted, as appropriate, to account for the 5% stock
dividends paid to the shareholders of Central Jersey Bancorp on July 1,
2008, July 2, 2007, July 1, 2006 and December 31, 2003, 2002, 2001 and
2000, respectively, the 2 for 1 stock split in the form of a stock
dividend effected as of June 15, 2005 and the 6 for 5 stock split in the
form of a stock dividend effected as of July 15, 2004. The
shares have also been adjusted as appropriate to account for 5% stock
distributions made to the former stockholders of Allaire Community Bank on
February 28, 1999, September 29, 2000, May 21, 2001, April 24, 2002, and
June 7, 2004, and the 3 for 2 stock split effected as of February 11,
2003.
|
(3)
|
Represents
the total number of shares available pursuant to the Equity Incentive Plan
which has been adjusted to account for 5% stock dividends paid to the
shareholders of Central Jersey Bancorp on July 1, 2008, July 2, 2007 and
July 1, 2006 and the 2 for 1 stock split effected as of June 15,
2005.
|
Outstanding
Equity Awards at Fiscal Year-End
The
following table provides information about all equity compensation awards held
by the Named Executive Officers at December 31, 2008, updated to reflect the
vesting of SARs on February 1, 2009. Unless otherwise indicated, the
number of securities provided in the table represent stock options.
Outstanding
Equity Awards
for Fiscal Year End
December 31, 2008
|
|
|
|
|
Number
of
Securities
Underlying
Unexercised
Options
(#)
Exercisable
(1)
|
|
Number
of
Securities
Underlying
Unexercised
Options
(#)
Unexercisable
(1)
|
|
Equity
Incentive
Plan
Awards:
Number
of
Securities
Underlying
Unexercised
Unearned
Options
(#)
|
|
Option
Exercise
Price
($)(1)
|
|
|
James
S.
Vaccaro
|
|
2/1/06
12/1/03
12/31/02
8/31/01
|
|
13,023 (2)
72,930
14,586
64,320
|
|
4,341
(2)
--
--
--
|
|
--
--
--
--
|
|
$9.40
$8.57
$5.04
$3.30
|
|
2/1/16
12/1/13
12/31/12
8/31/11
|
Robert
S.
Vuono
|
|
2/1/06
2/26/03
4/1/02
7/25/01
7/25/01
5/22/00
5/22/00
12/20/99
|
|
10,853 (3)
1,827
3,829
25,653
25,653
13,018
16,531
14,775
|
|
3,617
(3)
--
--
--
--
--
--
--
|
|
--
--
--
--
--
--
--
--
|
|
$9.40
$7.56
$3.39
$3.82
$3.82
$2.72
$2.72
$2.97
|
|
2/1/16
2/25/13
4/1/12
7/25/12
7/25/11
5/22/10
5/22/10
12/20/09
|
Anthony
Giordano,
III
|
|
2/1/06
12/1/03
12/31/02
8/31/01
8/31/00
|
|
6,511 (4)
21,879
7,293
12,866
13,510
|
|
2,170
(4)
--
--
--
--
|
|
--
--
--
--
--
|
|
$9.40
$8.57
$5.04
$3.30
$3.18
|
|
2/1/16
12/1/13
12/31/12
8/31/11
8/31/10
|
______________________________________
(1)
|
These
amounts have been adjusted, as appropriate, to account for the 5% stock
dividends paid to the shareholders of Central Jersey Bancorp on July 1,
2008, July 2, 2007, July 1, 2006 and December 31, 2003, 2002, 2001 and
2000, respectively, the 2 for 1 stock split in the form of a stock
dividend effected as of June 15, 2005 and the 6 for 5 stock split in the
form of a stock dividend effected as of July 15, 2004. These
amounts have also been adjusted, as appropriate, to account for 5% stock
distributions made to the former stockholders of Allaire Community Bank on
February 28, 1999, September 29, 2000, May 21, 2001, April 24, 2002, and
June 7, 2004, and the 3 for 2 stock split effected as of February 11,
2003.
|
(2)
|
Represents
SARs granted under the Equity Incentive Plan. 25% of the 17,364
SARs granted, as adjusted, became exercisable on each of February 1, 2007,
February 1, 2008 and February 1, 2009, and 25% become exercisable on
February 1, 2010.
|
(3)
|
Represents
SARs granted under the Equity Incentive Plan. 25% of the 14,470
SARs granted, as adjusted, became exercisable on each of February 1, 2007,
February 1, 2008 and February 1, 2009, and 25% become exercisable on
February 1, 2010.
|
(4)
|
Represents
SARs granted under the Equity Incentive Plan. 25% of the 8,681
SARs granted, as adjusted, became exercisable on each of February 1, 2007,
February 1, 2008 and February 1, 2009, and 25% become 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, 2008.
Potential
Payments to Named Executive Officers Upon Termination of Employment or Change in
Control
On August 1, 2006, Central Jersey
Bancorp entered into a change of control agreement (each an “Agreement” and,
collectively, the “Agreements”) with each of James S. Vaccaro, Robert S. Vuono
and Anthony Giordano, III (each an “Executive”). Each Agreement is
effective as of August 1, 2006 (the “Effective Date”), and will continue in full
force and effect for so long as the Executive party to the Agreement is employed
by Central Jersey Bancorp and/or Central Jersey Bank, N.A. On
December 23, 2008, each Agreement was amended and restated in order for such
Agreements to be in compliance with Section 409A of the Internal Revenue Code of
1986, as amended (the “Code”), and to include a provision with respect to
Section 280G of the Code (each an “Amended Agreement” and, collectively, the
“Amended Agreements”).
In the
event that either (1) the Executive is terminated without Cause (as defined
below) in connection with (A) a merger of Central Jersey Bancorp where Central
Jersey Bancorp is not the surviving entity, (B) the acquisition of greater than
50% of Central Jersey Bancorp’s voting stock by an entity or group of
individuals other than the shareholders of Central Jersey Bancorp as of the
Effective Date, (C) the sale or disposition of all or substantially all of
Central Jersey Bancorp’s assets, or (D) the determination by the Board of
Directors of Central Jersey Bancorp that a change of control has occurred or is
about to occur (each a “Change of Control Event”), or (2) the Executive is
terminated without Cause and a Change of Control Event occurs within 12 months
after such termination of employment, or (3) a Change of Control Event occurs
and the Executive is not retained by the successor entity or group (the
“Successor Entity”) for a period of at least 36 months (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 Amended Agreement and any New Agreement, “Cause” shall mean as
follows: (1) the Executive willfully, or as a result of gross negligence on his
part, fails substantially to (A) carry out the lawful policies of Central Jersey
Bancorp’s Board of Directors or the Successor Entity’s governing body or (B)
discharge his duties and responsibilities as an Executive of Central Jersey
Bancorp and Central Jersey Bank, N.A. or the Successor Entity for any reason
other than the Executive’s disability, (2) the Executive is convicted of or
enters a plea of no contest with respect to a felony, (3) the Executive engages
in conduct which is demonstrably and substantially injurious to Central Jersey
Bancorp or the Successor Entity, (4) the Executive materially breaches the
Amended Agreement or New Agreement, or commits any deliberate and intentional
violation of the confidentiality and non-compete provisions of the Amended
Agreement or New Agreement, or (5) the Executive commits willful or intentional
misconduct that has a material adverse effect on Central Jersey Bancorp or
Central Jersey Bank, N.A. or the Successor Entity.
In
addition to the foregoing, in the event an Executive’s employment is terminated
without Cause in connection with any acquisition by Central Jersey Bancorp of
any bank, bank holding company or other similar institution (the “Acquisition”),
and the Acquisition does not constitute a Change of Control Event, the Executive
shall nevertheless be entitled to receive severance from Central Jersey Bancorp,
which shall be payable in-full by Central Jersey Bancorp
within 10
business days after the effective date of the termination of Executive’s
employment without Cause or by December 31 of the year the termination of
employment occurred, whichever is earlier.
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 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
in connection with a Change of Control Event occurring during his employment if
he agrees to remain as an employee of Central Jersey Bancorp and assist in the
transition until the effective date of the Change of Control
Event. In the event that the Executive is to receive severance, the
severance shall be payable in-full by Central Jersey Bancorp within 10 business
days after the effective date of the Change of Control Event or by December 31
of the year the termination of employment occurred, whichever is
earlier.
A New
Agreement with a Successor Entity discussed above must provide that the
Executive shall have (1) the same or substantially equal position with similar
title and responsibilities and the same or greater salary, benefits and bonuses
that the Executive was entitled to receive from Central Jersey Bancorp
immediately prior to the Change of Control Event, and (2) a commuting distance
that is not greater than 30 miles from the Executive’s current
residence. The New Agreement also must provide that if the Executive
accepts employment with the Successor Entity as of the effective date of the
Change of Control Event and the Executive (x) is terminated by the Successor
Entity without Cause, or dies or becomes disabled (and such disability results
in the termination of employment), during the 36 month period (30 month period
for Mr. Giordano) commencing on the effective date of the Change of Control
Event or (y) or voluntarily terminates his employment with the Successor Entity
on the 6 month anniversary of the effective date of the Change of Control Event
(the “6 Month Anniversary Date”), the Executive shall be entitled to severance
(as defined the Amended Agreements) from the Successor Entity.
If the
Executive’s employment is terminated by the Successor Entity, or he dies or
becomes disabled (and such disability results in the termination of employment),
as provided in subpart (x) in the preceding paragraph, he shall receive
severance for the number of months equal to the remainder of 30 months (24
months for Mr. Giordano) less the number of whole months Executive was employed
by the Successor Entity following the 6 Month Anniversary Date; provided,
however, that if the Executive’s employment is terminated by the Successor
Entity as provided in subpart (x) above prior to the 6 Month Anniversary Date,
the Executive shall receive 30 months (24 months for Mr. Giordano)
severance. If the Executive terminates his employment with the
Successor Entity on the 6 Month Anniversary Date as provided in subpart (y) in
the preceding paragraph, he shall receive severance for 30 months (24 months for
Mr. Giordano). 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 voluntarily terminates his employment with the
Successor Entity on any day other than on the 6 Month Anniversary Date for any
reason other than death or disability. Any severance shall be payable in-full
within 10 business days after the termination of Executive’s employment with the
Successor Entity or by
December
31 of the year the termination of employment occurred, whichever is
earlier. The Executive shall not be entitled to any severance should
his employment with the Successor Entity terminate for any reason after the
expiration of the 36 month period (30 month period for Mr. Giordano) commencing
on the effective date of the Change of Control Event.
In the
event that the payments and other benefits provided for in the Amended
Agreements constitute “parachute payments” within the meaning of Section 280G of
the Code and will be subject to the excise tax imposed by Section 4999 of the
Code (the “Excise Tax”), then the Executive’s severance benefits payable under
the terms of the Amended Agreements will be either (1) delivered in full, or (2)
delivered as to such lesser extent which would result in no portion of such
severance benefits being subject to the Excise Tax, whichever of the foregoing
amounts, taking into account the applicable federal, state and local income
taxes and the Excise Tax, results in the receipt by the Executive, on an
after-tax basis, of the greatest amount of severance benefits, notwithstanding
that all or some portion of such severance benefits may be taxable under Section
4999 of the Code.
In
consideration for the right to receive the severance provided for in an Amended
Agreement, each Amended Agreement also contains customary non-competition and
non-solicitation provisions applicable to the Executive party to the Amended
Agreement.
The above
descriptions are qualified in their entirety by the actual Amended Agreements
which have been previously filed as exhibits to Central Jersey Bancorp’s current
report on Form 8-K filed with the SEC on December 31, 2008.
For so
long as Central Jersey Bancorp participates in TARP, the Amended Agreements are
subject to the provisions of EESA and ARRA and the regulations promulgated
thereunder. See “Restrictions on Compensation under the Treasury’s
Capital Purchase Program” under “Narrative Disclosure to Summary Compensation
Table.”
DIRECTOR
COMPENSATION
The table
below sets forth the annual compensation for the Central Jersey Bancorp’s
non-employee directors for the year ended December 31, 2008:
2008
Director Compensation Table
|
|
|
|
|
Fees
Earned
or
Paid
in
Cash
|
|
Stock
Awards
|
|
Option
Awards
|
|
Non-Equity
Incentive
Plan
Compensation
($)
|
|
Nonqualified
Deferred
Compensation
Earnings
|
|
All
Other
Compensation
($)
|
|
Total
|
James
G.
Aaron,
Esq.
|
|
$
|
17,250
|
|
|
$
|
--
|
|
|
$
|
--
|
|
|
$
|
--
|
|
|
$
|
--
|
|
|
$
|
--
|
|
|
$
|
17,250
|
|
Mark
R.
Aikins,
Esq.
|
|
$
|
19,250
|
|
|
$
|
--
|
|
|
$
|
--
|
|
|
$
|
--
|
|
|
$
|
--
|
|
|
$
|
--
|
|
|
$
|
19,250
|
|
John
A.
Brockriede
|
|
$
|
17,750
|
|
|
$
|
--
|
|
|
$
|
--
|
|
|
$
|
--
|
|
|
$
|
--
|
|
|
$
|
--
|
|
|
$
|
17,750
|
|
George
S.
Callas
|
|
$
|
17,250
|
|
|
$
|
--
|
|
|
$
|
--
|
|
|
$
|
--
|
|
|
$
|
--
|
|
|
$
|
4,017
|
(3)
|
|
$
|
21,267
|
|
Paul
A.
Larson,
Jr.
|
|
$
|
17,000
|
|
|
$
|
--
|
|
|
$
|
--
|
|
|
$
|
--
|
|
|
$
|
--
|
|
|
$
|
--
|
|
|
$
|
17,000
|
|
John
F.
McCann
|
|
$
|
16,500
|
|
|
$
|
--
|
|
|
$
|
--
|
|
|
$
|
--
|
|
|
$
|
--
|
|
|
$
|
--
|
|
|
$
|
16,500
|
|
Carmen
M.
Penta,
CPA
|
|
$
|
19,250
|
|
|
$
|
--
|
|
|
$
|
--
|
|
|
$
|
--
|
|
|
$
|
--
|
|
|
$
|
--
|
|
|
$
|
19,250
|
|
Mark
G. Solow
|
|
$
|
17,250
|
|
|
$
|
--
|
|
|
$
|
--
|
|
|
$
|
--
|
|
|
$
|
--
|
|
|
$
|
--
|
|
|
$
|
17,250
|
|
____________________________________
(1)
|
See
the Summary Compensation Table above for information regarding
compensation paid to James S. Vaccaro and Robert S. Vuono in connection
with their respective memberships on the Board of
Directors.
|
(2)
|
See
below for information concerning the aggregate number of options awards
outstanding at December 31, 2008 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,
2008:
Name
(1)
|
Number
of Securities
Underlying
Unexercised
Options
(2)(3)(4)
|
James
G. Aaron, Esq.
|
50,047
|
Mark
R. Aikins, Esq.
|
50,047
|
John
A. Brockriede
|
31,230
|
George
S. Callas
|
81,605
|
Paul
A. Larson, Jr.
|
40,507
|
John
F. McCann
|
50,047
|
Carmen
M. Penta, C.P.A.
|
44,367
|
Mark
G. Solow
|
50,047
|
(1)
|
See
“Outstanding Equity Awards for Fiscal Year-End December 31, 2008” above
for information regarding outstanding equity compensation awards held by
the Named Executive Officers at December 31,
2008.
|
(2)
|
These
amounts have been adjusted, as appropriate, to account for the 5% stock
dividends paid to the shareholders of Central Jersey Bancorp on July 1,
2008, July 2, 2007, July 1, 2006 and December 31, 2003, 2002, 2001 and
2000, respectively, the 2 for 1 stock split in the form of a stock
dividend effected as of June 15, 2005 and the 6 for 5 stock split in the
form of a stock dividend effected as of July 15, 2004. The
shares have also been adjusted as appropriate to account for 5% stock
distributions made to the former stockholders of Allaire Community Bank on
February 28, 1999, September 29, 2000, May 21, 2001, April 24, 2002, and
June 7, 2004, and the 3 for 2 stock split effected as of February 11,
2003.
|
(3)
|
All
stock options have vested as of January 1,
2005.
|
(4)
|
Includes
5,788 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, 2008.
ITEM
2 - ADVISORY VOTE ON COMPENSATION OF THE NAMED EXECUTIVE OFFICERS
The Board
of Directors believes that Central Jersey Bancorp’s compensation policies and
procedures are competitive, are focused on pay-for-performance principles and
are strongly aligned with the long-term interests of Central Jersey Bancorp’s
shareholders. The Board also believes that both Central Jersey
Bancorp and its shareholders benefit from responsive corporate governance
policies and constructive and consistent dialogue. The proposal
described below, commonly known as a “say on pay” proposal, gives you, as a
shareholder, the opportunity to endorse or not endorse the compensation for the
Named Executive Officers of Central Jersey Bancorp by voting to approve or not
approve such compensation as described in this Proxy Statement.
On
February 17, 2009, President Obama signed ARRA into law. ARRA
requires, among other things, every participant in TARP to permit a non-binding
shareholder vote to approve the compensation of certain of the participant’s
executives. Accordingly, you are asked to approve, in a non-binding
advisory vote, the compensation of Central Jersey Bancorp’s Named Executive
Officers as described under the heading “Executive Compensation” or otherwise
described herein.
Under
ARRA, your vote is advisory and will not be binding upon the Board of
Directors. However, the Compensation Committee will take the outcome
of this advisory vote into account when considering future compensation
arrangements.
THE
BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE “FOR” THE APPROVAL, IN A
NON-BINDING ADVISORY VOTE, OF THE COMPENSATION OF THE NAMED EXECUTIVE OFFICERS
AS DESCRIBED HEREIN.
The
affirmative vote of a majority of the votes cast at the Annual Meeting will
approve of this advisory proposal.
CERTAIN
RELATIONSHIPS AND RELATED PARTY TRANSACTIONS
The Board
of Directors has adopted a written charter for the Audit Committee (see “Report
of the Audit Committee of the Board of Directors” above) whereby the Audit
Committee oversees and evaluates all related party transactions proposed to be
entered into by Central Jersey Bancorp. Further, Central Jersey
Bancorp has adopted a Code of Conduct/Ethics Policy (the “Code of Conduct”)
applicable to all employees and directors of Central Jersey Bancorp and Central
Jersey Bank, N.A., which Code of Conduct promotes the honest and ethical
conduct, including the ethical handling of actual or apparent conflicts of
interest between personal and professional
relationships. Additionally, the Code of Conduct provides that any
services performed by a director (or a business in which a director is a
partner, significant shareholder, director or executive officer) for the benefit
of Central Jersey Bancorp or Central Jersey Bank, N.A., or its customers, is
subject to disclosure to and approval by the President and Chief Executive
Officer of Central Jersey Bancorp and Central Jersey Bank, N.A. and further
subject to disclosure to and approval by the Board of Directors when the
President and Chief Executive Officer reasonably believes there is the potential
for a material conflict between the director’s interests and the interests of
Central Jersey Bancorp and/or Central Jersey Bank, N.A.
It is
anticipated that certain directors of Central Jersey Bancorp, 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 Oakhurst 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., John A. Brockriede, John F. McCann, Carmen M. Penta, C.P.A., Mark G. Solow
and James S. Vaccaro. The negotiations with respect to the leased
conference, office and storage space at 6 West End Court were conducted at
arms-length and the lease amount to be paid by Central Jersey Bank, N.A. was
determined by an independent appraiser to be at fair market
value. Based on the foregoing, the Board of Directors has determined
that such related party transaction does not disqualify James G. Aaron, Esq.,
John A. Brockriede, John F. McCann, Carmen M. Penta, C.P.A. and/or Mark G.
Solow from qualifying as independent. For the years ended December
31, 2008 and 2007, Central Jersey Bancorp paid lease costs of $43,000 and
$61,000, respectively, in connection with its lease arrangement with MCB
Associates, L.L.C.
During
the year ended December 31, 2008, 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 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 10% of a registered class of
Central Jersey Bancorp’s equity securities, to file reports of ownership and
changes of ownership on Forms 3, 4 and 5 with the SEC. Executive
officers, directors and greater than 10% shareholders are required by SEC
regulation to furnish Central Jersey Bancorp with copies of all Forms 3, 4 and 5
they file. Central Jersey Bancorp believes that all filings required
to be made by its executive officers, directors and greater than 10%
shareholders pursuant to Section 16(a) of the Exchange Act have been filed
within the time periods prescribed.
SHAREHOLDER
COMMUNICATIONS WITH DIRECTORS
The Board
has adopted a formal process to be followed for those shareholders who wish to
communicate directly with the Board or any individual director of Central Jersey
Bancorp. A shareholder can contact the Board, or any individual
director, by sending a written communication to: Central Jersey
Bancorp, Board of Directors, c/o Chairman of the Board, 1903 Highway 35,
Oakhurst, New Jersey 07755. A shareholder’s letter should also
indicate that he or she is a shareholder of Central Jersey
Bancorp. The Chairman shall either (1) distribute such communication
to the Board, or a member or members thereof, as appropriate, depending upon the
facts and circumstances described in the communication received; or (2)
determine that the communication should not be forwarded to the Board because,
in his or her judgment, (a) the communication is primarily commercial in nature
and relates to Central Jersey Bancorp’s ordinary business or relates to a topic
that is improper or not relevant to the Board; or (b) Central Jersey Bancorp’s
management can adequately handle the shareholder inquiry or request, in which
case the inquiry or request will be forwarded to the appropriate
individual. If a shareholder communication is addressed to one or
more members of the Board, but not the entire Board, the Chairman shall notify
any member of the Board to whom such communication was not addressed that such
communication was received and shall provide a copy of such communication upon
request.
At each Board meeting, the Chairman
shall present a summary of all communications received since the last Board
meeting which were not forwarded to the Board, as well as the basis for the
determination by the Chairman as to why the communications were not forwarded to
the Board, and shall make those communications available upon
request.
SHAREHOLDER
PROPOSALS
Shareholder
proposals for presentation at Central Jersey Bancorp’s next annual meeting of
shareholders must be received by Central Jersey Bancorp at its principal
executive offices for inclusion in its proxy statement and form of proxy
relating to that meeting no later than
December
31, 2009. 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, 2008 accompanies
this Proxy Statement. Beard Miller Company has audited the financial
statements for the year ended December 31, 2008, 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. Beard Miller Company
served as Central Jersey Bancorp’s independent public accountants for the year
ended December 31, 2008. The Audit Committee has selected Beard
Miller Company to serve as Central Jersey Bancorp’s independent public
accountants for the year ending December 31, 2009. Representatives
from Beard Miller Company will 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 and Chief
Executive Officer, Central Jersey Bancorp, 1903 Highway 35, Oakhurst, New Jersey
07755, or call (732) 663-4000.
INTERNET
AVAILABILITY OF ANNUAL REPORT AND PROXY MATERIALS
This
Proxy Statement and Central Jersey Bancorp’s Annual Report for the year ended
December 31, 2008 are available on the Internet at
http://www.cfpproxy.com/4562
.
ANNUAL
REPORT ON FORM 10-K
On written request, Central Jersey
Bancorp will provide without charge to each record or beneficial holder of the
Central Jersey Bancorp’s Common Stock, a copy of Central Jersey Bancorp’s Annual
Report on Form 10-K for the year ended December 31, 2008, as filed with the
SEC. Requests should be addressed to Mr. James S. Vaccaro, Chairman,
President and Chief Executive Officer, Central Jersey Bancorp, 1903 Highway 35,
Oakhurst, New Jersey 07755. It should be noted that a copy of the
Annual Report on Form 10-K is included with the Annual Report to shareholders
which accompanies this Proxy Statement.
SHAREHOLDERS
WHO WISH TO ATTEND THE ANNUAL MEETING IN PERSON MAY REQUEST DIRECTIONS BY
WRITING TO CENTRAL JERSEY BANCORP, INVESTOR RELATIONS, 1903 HIGHWAY 35,
OAKHURST, NEW JERSEY 07755 OR BY CALLING (732) 663-4000.
ALL
SHAREHOLDERS ARE URGED TO COMPLETE, SIGN, DATE AND RETURN THEIR PROXIES WITHOUT
DELAY IN THE SELF ADDRESSED, POSTAGE PREPAID ENVELOPE ENCLOSED
HEREWITH. PROMPT RESPONSE IS HELPFUL AND YOUR COOPERATION WILL BE
APPRECIATED. THANK YOU.
|
By
Order of the Board of Directors
|
|
|
|
/s/
Robert S. Vuono
|
|
|
|
Robert
S. Vuono
|
|
Secretary
|
REVOCABLE
PROXY
CENTRAL
JERSEY BANCORP
THIS PROXY IS SOLICITED ON
BEHALF OF THE BOARD OF DIRECTORS
For
the Annual Meeting of Shareholders
to
be held on May 27, 2009
The
undersigned, a shareholder of CENTRAL JERSEY BANCORP, hereby constitutes and
appoints JAMES S. VACCARO and ROBERT S. VUONO, and each of them, as proxies of
the undersigned with full power of substitution, for and in the name, place and
stead of the undersigned, to attend the Annual Meeting of Shareholders of said
Central Jersey Bancorp called and to be held at Branches Catering Hall, located
at 123 Monmouth Road (Route 71), West Long Branch, New Jersey, on Wednesday, May
27, 2009 at 9:00 a.m., local time (the “Annual Meeting”) and any adjournment or
postponement thereof, and thereat to vote as designated hereon the number of
shares the undersigned would be entitled to vote and with all powers the
undersigned would possess if personally present.
1.
|
To
elect the following nominees for director of Central Jersey Bancorp who
will serve for the following year and until their successors have been
elected and qualify (vote on all):
|
James G.
Aaron, Mark R. Aikins, John A. Brockriede, George S. Callas, Paul A. Larson,
Jr., John F. McCann, Carmen M. Penta, Mark G. Solow, James S. Vaccaro and Robert
S. Vuono
INSTRUCTION: To
withhold authority to vote for any individual nominee, mark “For All
Except” and write that nominee’s name in the space provided
below.
|
|
FOR
ALL
|
WITHHOLD
ALL
|
FOR
ALL EXCEPT
|
o
|
o
|
o
|
|
|
|
2.
|
To
approve, on a non-binding advisory basis, the compensation of the named
executive officers of Central Jersey Bancorp as described in the
accompanying proxy statement.
|
FOR
|
AGAINST
|
ABSTAIN
|
o
|
o
|
o
|
3.
|
To
transact such other business as may properly come before the Annual
Meeting or any adjournment or postponement
thereof.
|
THIS
PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN A MANNER DIRECTED HEREIN BY THE
BELOW SIGNED SHAREHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE
VOTED “FOR” EACH OF THE NOMINEES FOR DIRECTOR AND FOR THE PROPOSAL TO APPROVE,
ON A NON-BINDING ADVISORY BASIS, THE COMPENSATION OF THE NAMED EXECUTIVE
OFFICERS OF CENTRAL JERSEY BANCORP AS DESCRIBED IN THE ACCOMPANYING PROXY
STATEMENT.
Please
be sure to sign and date
this
Proxy in the box below.
|
Date
,
2009
|
|
|
Shareholder
sign above
|
Co-holder
(if any) sign above
|
Ç
Detach
above card, sign, date and mail in postage paid envelope provided.
Ç
CENTRAL
JERSEY BANCORP
Please
sign exactly as your name appears herein. When shares are held
by joint tenants, both should sign. When signing as attorney,
executor, administrator, trustee or guardian, please print the full title
of your signing capacity. If a corporation, please have signed
by the President or other authorized officer of such
corporation. If a partnership or limited liability company,
please have signed by an authorized person for such partnership or limited
liability company.
|
PLEASE
MARK, SIGN, DATE AND RETURN THE PROXY
PROMPTLY
USING THE ENCLOSED ENVELOPE.
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