GTWN Georgetown Bancorp, Inc.

PROPOSAL 1—ELECTION OF DIRECTORS

The Company’s Board of Directors currently consists of 1 0 members.   The Company’s bylaws provide that approximately one-third of the directors are to be elected annually .   Directors of the Company are generally elected to serve for a three -year period and until their respective successors have been elected .   The Nominating/Governance Committee of the Board of Directors has nominated as directors ,   Keith N. Congdon, Kathleen R. Sachs, David A. Splaine and Robert T. Wyman each to serve for a three -year term and until their respective successors have been elected and shall qualify .   Each of the four nominees is currently a member of the Board of Directors .

The table below sets forth certain information regarding the composition of the Company’s Board of Directors and regarding the Company’s executive officer s who are not a director , including the terms of office of members of the Board of Directors .   It is intended that the proxies solicited on behalf of the Board of Directors (other than proxies in which the vote is withheld as to one or more nominees) will be voted at the Annual Meeting for the election of the nominees identified below .   If a nominee is unable to serve, the shares represented by all such proxies will be voted for the election of such substitute as the Board of Directors may determine .   At this time, the Board of Directors knows of no reason why any of the nominees would be unable to serve if elected .   Except as indicated herein, there are no arrangements or understandings between any nominee and any other person pursuant to which such nominee was selected.  

The biographies of each of the nominees, continuing board members and executive officers are set forth below. With respect to directors and nominees, the biographies also contain information regarding the person’s business experience and the experiences, qualifications, attributes or skills that caused the Nominating /Governance Committee and the Board of Directors to determine that the person should serve as a director .   Each director is also a director of Georgetown Bank , and each executive officer also is an executive officer of Georgetown Bank .

All of the nominees and directors continuing in office are residents of the communities served by the Company and Georgetown Bank and many of such individuals have operated, or currently operate, businesses located in such communities .   As a result, each nominee and director continuing in office has significant knowledge of the businesses that operate in the Company’s market area, an understanding of the general real estate market, values and trends in such communities and an understanding of the overall demographics of such communities .   Additionally, as residents of such communities, each nominee and continuing director has direct knowledge of the trends and developments occurring in such communities .   As the holding company for a community banking institution, the Company believes that the local knowledge and experience of its directors assists the Company in assessing the credit and banking needs of its customers, developing products and services to better serve its customers and assessing the risks inherent in its lending operations, and provides the Company with greater business development opportunities .   As local residents, our nominees and directors are also exposed to the advertising, product offerings and community development efforts of competing institutions which, in turn, assists the Company in structuring its marketing efforts and community outreach programs.

Directors

Robert E. Balletto has been employed with Georgetown Bank since 1982 and has served as Chief Executive Officer since 1988. In July 2004, Mr. Balletto was elected to the Board of Directors of Georgetown Bank and was also appointed President. Mr. Balletto has over 3 6 years experience in the banking industry. As Chief Executive Officer, Mr. Balletto’s experience in leading the Company and the Bank and his responsibilities for the strategic direction and management of the Company’s day-to-day operations, bring broad industry and specific institutional knowledge and experience to the Board of Directors.

Keith N. Congdon is the President and owner of Ambrosi Donahue Congdon & Co., P.C., a certified public accounting firm based in Newburyport, M assachusetts .   Prior to joining Ambrosi Donahue Congdon, Mr. Congdon began his career with Coopers & Lybrand (now PricewaterhouseCoopers) as an auditor of publicly traded companies .   He later joined The Stackpole Corporation in Boston, Massachusetts as a corporate officer and was actively involved in the initial public offering on the Toronto Stock Exchange of Stackpole Limited, a wholly-owned subsidiary , as well as the divestiture of a number of U.S. subsidiaries .   With over 30 years of extensive experience in both private industry and public accounting, Mr. Congdon provide s tax, accounting and auditing services for closely-held businesses and their stockholder s, primarily in manufacturing, technology and service industries .   As a certified public accountant ( “ CPA ” )   and Chairman of the Board’s Audit Committee, Mr. Congdon brings to the Board of Directors his valuable experience in dealing with accounting principles , internal controls and financial reporting rules and regulations.

Stephen L. Flynn is the President and owner of Nunan Florist and Greenhouse, Inc., located in Georgetown, Massachusetts. Mr. Flynn’s 30 years of experience as owner and manager of his own company bring valuable business and leadership skills and financial acumen to the Board in furtherance of the Board’s objective of maintaining a membership of experienced and dedicated individuals with diverse backgrounds, perspectives, skills, and other qualities that are beneficial to the Company.

Thomas L. Hamelin   has been a mechanical engineer for Varian Semiconductor, a subsidiary of Applied Materials, a semi-conductor equipment manufacturing firm, located in Gloucester, Massachusetts, since October 2010. Prior to that, Mr. Hamelin was a mechanical engineer for Tokyo Electron, a semi-conductor manufacturing firm, located in Beverly and Billerica, Massachusetts, since March 1998. Mr. Hamelin’s 3 7 years of experience in the engineering field with large manufacturing firms, combined with his leadership skills, bring a unique perspective to the Board in furtherance of the Board’s objective of maintaining a membership of experienced and dedicated individuals with diverse backgrounds, perspectives, skills, and other qualities that are beneficial to the Company.

Marybeth McInnis, Esquire owns McInnis Law Offices, a boutique law firm located in North Andover, M assachusetts , that has provided full-service estate planning services to the Merrimack Valley for more than 45 years. The firm specializes in counseling individuals and families at all asset and income levels with estate, business, tax, charitable and long-term care planning. Ms. McInnis is actively involved with many local charitable organizations and has served on the Board of Trustees of Merrimack College since July of 2008 and the Board of Trustees of the James W. O’Brien Foundation, Inc., since June of 2000 .   As an experienced attorney, Ms. McInnis brings to the Board valuable perspective on legal and legal-related issues that may arise in the operations and management of the Company and the Bank.

J. Richard Murphy is the President and Managing Director of Grey Rock Partners, LLC located in Boston, Massachusetts. Grey Rock Partners, LLC offers Corporate Advisory Services to mid-sized privately held companies and their owners. Grey Rock's services include mergers and acquisitions (both sell-side and buy-side representations), the placement of senior and mezzanine debt, corporate divestiture, and strategic consulting centered on maximizing stockholder value. With his extensive financial experience in mergers and acquisitions and other transactions centered on maximizing stockholder value and more than 2 6 years of prior banking experience , including three years as a Chief Executive Officer of a $1.4 billion, 22 branch commercial bank , Mr. Murphy provides the Board with valuable insight on these and others matters that are beneficial to the Company in evaluating potential strategic transactions, in furtherance of the Board’s objective of maintaining a membership of experienced and dedicated individuals with diverse backgrounds, perspectives, skills, and other qualities that are beneficial to the Company.

Kathleen R. Sachs, CFP is the founder and a principal of Sachs Financial Planning, a financial planning firm   in  Georgetown, Massachusetts.  Ms. Sachs is the Assistant Corporate Secretary for the Company and Georgetown Bank. Ms. Sachs has been in financial services since 1986.   With her extensive financial experience in insurance, investments and risk management, Ms. Sachs provides the Board with valuable insight on these and others matters that are central to the operations of the Bank in furtherance of the Board’s objective of maintaining a membership of experienced and dedicated individuals with diverse backgrounds, perspectives, skills, and other qualities that are beneficial to the Company.

David A. Splaine is President of Spinnaker Associates, a Portsmouth, New Hampshire based consulting company, which focuses on financial institutions (banks and insurance), sports teams and arenas.  In addition, he is President of Linwood Cemetery, Haverhill, Massachusetts, and serves on the Executive Advisory Board for the Wells Fargo Bank Corporate banking group and several non-profit organizations including the Governor’s Academy, Wentworth Home, and Chase Home for Children. From 2001 to 2006 he served as Senior Vice President of Sales for the TD Garden and Boston Bruins.  Prior experience includes lending positions at Fleet Bank (now Bank of America).  He also served as a director of the Boston Celtics Limited Partnership (NYSE), and is currently a director of several private companies. Mr. Splaine’s extensive business experience in a range of industries and disciplines, combined with his leadership skills, knowledge of our market, and sensitivity to the economy, brings valuable insight and individual qualities to our Board in furtherance of the Board’s objective of maintaining a membership of experienced and dedicated individuals with diverse backgrounds, perspectives, skills, and other qualities that are beneficial to the Company.

Mary L. Williams   was employed from 2002 at North Shore Community College , providing budget management for institutional federal grants , until her retirement in 2015 . She also served as the Director of EdLink and coordinated development of a five-year strategic plan for the College. Prior to that, she was Vice President of Administration and Finance for Massachusetts College of Art. Ms. Williams’ extensive experience in higher education and management, combined with her leadership skills, knowledge of our market, and financial management experience, brings valuable insight and individual qualities to our Board in furtherance of the Board’s objective of maintaining a membership of experienced and dedicated individuals with diverse backgrounds, perspectives, skills, and other qualities that are beneficial to the Company.

Robert T. Wyman, Esquire is an attorney and partner at the law firm Wyman & Barton, LLC, of Chelmsford, Massachusetts, representing clients in the areas of civil and criminal litigation, real estate litigation and real estate conveyance. Mr. Wyman also serves as corporate counsel for Harte-H anks , Inc., a domestic and international marketing company that services several Fortune 500 companies. In addition to his service on Georgetown’s Board, Mr. Wyman previously served on the Lowell Boys Club Board of Directors for ten years , and has served on several other local, non-profit Boards. As an experienced attorney, Mr. Wyman brings to the Board valuable perspective on legal and legal-related issues that may arise in the operations and management of the Company and the Bank.

Executive Officer s of the Company who are not Director s

Frederick H. Weismann   began employment with Georgetown Bank in August 2011 as Vice President and Senior Commercial Lending Officer.  Mr. Weismann was promoted to Senior Vice President and Senior Commercial Lending Officer in April 2013 and promoted to Executive Vice President and Chief Operating Officer in September 2014.  Mr. Weismann served as Senior Vice President and New Hampshire Market Manager with Pentucket Bank, based in Haverhill, Massachusetts from 2007 to 2011.  Prior to that, he served in various Chief Credit Officer and Credit Administration roles in community and regional banks in New England and upstate New York.

Joseph W. Kennedy began employment with Georgetown Bank in 1999 as Vice President and Chief Financial Officer .   Mr. Kennedy has served as Senior Vice President and Chief Financial Officer since January 2004 and Treasurer since April 2003. In October 2006, Mr. Kennedy was elected as Corporate Se cretary for the Company and Georgetown Bank . Prior to joining Georgetown Bank , Mr. Kennedy served as Chief Financial Officer for National Grand Bank of Marblehead, M assachusetts for four years and Ipswich Bank, Ipswich M assachusetts for eight years. Both companies were stock institutions. 

Section 16(a) Beneficial Ownership Reporting Compliance

The common stock of the Company is registered with the SEC pursuant to Section 12(g) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) .   The officers and directors of the Company and beneficial owners of greater than 10% of the Company’s common stock (“10% beneficial owners”) are required to file reports on Forms 3, 4 and 5 with the SEC disclosing beneficial ownership and changes in beneficial ownership of the common stock .   SEC rules require disclosure in the Company’s Proxy Statement or Annual Report on Form 10-K of the failure of an officer, director or 10% beneficial owner of the Company’s common stock to file a Form 3, 4, or 5 on a timely basis .   Based on the Company’s review of such ownership reports, the Company believes that no executive officer or director of the Company failed to timely file such ownership reports for the year ended December 31 , 20 1 5 .    

Board Independence 

The Board of Directors has determined that, except for Mr. Balletto, each member of the Board of Directors is an “independent director” within the meaning of Rule 5605 of the NASDAQ corporate governance listing standards .   Mr. Balletto is not considered independent because he serves as an executive officer of the Company .   In determining the independence of the independent directors, the Board of Directors reviewed the following transactions, which are not required to be reported under “—Transactions With Certain Related Persons,” below:

Loans made in the normal course of business with Georgetown Bank

Sales of merchand ise to Georgetown Bank

Board Leadership Structure and Risk Oversight

Our Board of Directors is chaired by J. Richard Murphy , who is a non-executive director .   This structure ensures a greater role for the independent directors in the oversight of Georgetown Bancorp, Inc. and Georgetown Bank and active participation of the independent directors in setting agendas and establishing priorities and procedures for the work of the Board .   The Chief Executive Officer is responsible for setting the strategic direction for the Company and the day - to - day leadership and performance of the Company. The Chairman of the Board provides guidance to the Chief Executive Officer and sets the agenda for Board meetings and presides over meetings of the full Board of Directors.

The Board of Directors is actively involved in oversight of risks that could affect Georgetown Bancorp, Inc .   This oversight is conducted primarily through committees of the Board of Directors, but the full Board of Directors has retained responsibility for general oversight of risks. The Board of Directors satisfies this responsibility through full reports by each committee chair regarding the committee’s considerations and actions, as well as through regular reports directly from officers responsible for oversight of particular risks within Georgetown Bancorp, Inc., including credit, financial, operational, liquidity, legal and regulatory risks .   Risks relating to the direct operations of Georgetown Bank are further overseen by the Board of Directors of Georgetown Bank , who are the same individuals who serve on the Board of Directors

of Georgetown Bancorp, Inc .   The Board of Directors of Georgetown Bank also has a dditional committees that conduct risk oversight separate from the committees of Georgetown Bancorp, Inc .   Further, the Board of Directors oversees risks through the establishment of policies and procedures that are designed to guide daily operations in a manner consistent with applicable laws, regulations and risks acceptable to the organization. 

References to our Website Address

References to our website address throughout this Proxy Statement and the accompanying materials are for informational purposes only, or to fulfill specific disclosure requirements of the SEC’s rules .   These references are not intended to, and do not, incorporate the contents of our website by reference into this Proxy Statement or the accompanying materials.

Meetings and Committees of the Board of Directors

General .   The business of the Company is conducted at regular and special meetings of the full Board of Directors and its standing committees. In addition, the “independent” members of the Board of Directors meet in executive sessions on a monthly basis, including 12 meetings during the year ended December 31, 201 5 .   The standing committees include the Executive, Compensation, Nominating/Governance and Audit Committees. During the year ended   December 31, 201 5 , the Board of Directors held 12 regular meetings and no special meetings of Georgetown Bancorp, Inc. No member of the Board of Directors or any committee thereof attended fewer than 75% of the aggregate of:  (1) the total number of meetings of the Board of Directors (held during the period for which he or she has been a director); and (2) the total number of meetings held by all committees of the Board of Directors on which he or she served (during the periods that he or she served) .    

While the Company has no formal policy on director attendance at annual meetings of stockholders, all directors are encouraged to attend. All of the directors attended last year’s Annual Meeting of Stockholders.

Executive Committee .   The Executive Committee consists of directors J. Richard Murphy ,   ( Chairman ) ,   Keith N. Con g don, Stephen L. Flynn , Marybeth McInnis , Kathleen R. Sachs, David A. Splaine and   Mary L. Williams .   The Executive Committee meets as needed to exercise general control and supervision in all matters pertaining to the interests of the Company, subject at all times to the direction of the Board of Directors .   The Executive Committee met once during the year ended December 31, 201 5 .  

Nominating/Governance Committee .   The Nominating/Governance Committee consists of directors Mary L. Williams ,   ( Chair person ) ,   Thomas L. Hamelin   and Robert T. Wyman .   Each member of the Nominating/Governance Committee is considered “independent” as defined in the NASDAQ corporate governance listing standards. The Board of Directors has adopted a written charter for the Committee, which is available at the Company’s website at www.georgetownb ank .com .  The Committee met   four time s during the year ended December 31, 201 5 .

The primary function of the Nominating/Governance Committee is to lead the search for individuals qualified to become members of the Board of Directors and to select director nominees to be presented for stockholder approval. The Nominating/Governance Committee identifies nominees by first evaluating the current members of the Board of Directors willing to continue in service .   Current members of the Board of Directors with skills and experience that are relevant to the Company’s business and who are willing to continue in service are first considered for re-nomination, balancing the value of continuity of service by existing members of the Board of Directors with that of obtaining a new perspective .   If any member of the Board of Directors does not wish to continue in service, or if the Committee or the Board of Directors decides not to re-nominate a member for re-election, or if the size of the Board of Directors is increased, the Committee would solicit suggestions for director candidates from all members of the Board of Directors as well as the Chief Executive Officer .   In addition, the Committee is authorized by its charter to engage a third party to assist in the identification of director nominees .   During the year ended December 31, 201 5 , the Company did not pay a fee to any third party to identify

or evaluate or assist in identifying or evaluating potential nominees for director .   The Nominating/Governance Committee would seek to identify a candidate who at a minimum satisfies the following criteria:

Finally, the Nominating/Governance Committee will take into account whether a candidate satisfies the criteria for “independence” under the NASDAQ corporate governance listing standards, and if a nominee is sought for service on the audit committee, the financial and accounting expertise of a candidate, including whether the individual qualifies as an audit committee financial expert .   When considering whether directors and nominees have the experience, qualifications, attributes and skills, taken as a whole, to enable the Board of Directors to satisfy its oversight responsibilit ies effectively, the Nominating /Governance Committee and the Board of Directors focused primarily on the information included in each of the directors’ individual biographies set forth above. The Nominating/Governance Committee and the Board of Directors do not have a diversity policy .   However, as noted above, i n identifying nominees for directors consideration is given to the diversity of skills, knowledge, and experience among the directors so that a variety of points of view are represented in Board discussions and deliberations concerning the Company’s business.

Procedures   for the Recommendation   of Director Nominees by Stockholders .   The Nominating/Governance Committee has adopted procedures for the submission of recommendations for director nominees by stockholders .   If a determination is made that an additional candidate is needed for the Board of Directors, the Nominating/Governance Committee will consider candidates submitted by the Company’s stockholders. Stockholders can submit qualified names of candidates for director by writing to our Corporate Secretary, at 2 East Main Street, Georgetown, Massachusetts 01833 .  

The Corporate Secretary must receive a submission not less than 90 days prior to the anniversary date of the Company’s proxy materials for the preceding year’s annual meeting. The submission must include the following information:

Submissions that are received and that meet the criteria outlined above are forwarded to the Chairman of the Nominating/Governance Committee for further review and consideration .   A nomination submitted by a stockholder for presentation by the stockholder at an annual meeting of stockholders must comply with the procedural and informational requirements described in this proxy statement under the heading “ Stockholder Proposals .”   No submission for Board nominees was received by the Company for the Annual Meeting .

There have been no material changes to these procedures since they were previously disclosed in the Company’s proxy statement for the 201 5 annual meeting of stockholders .

Stockholder Communications with the Board of Directors .   A stockholder of the Company who wishes to communicate with the Board of Directors or with any individual director may write to the Corporate Secretary of the Company, 2 East Main Street, Georgetown, Massachusetts 01833, Attention:  Board Administration .   The letter should indicate that the author is a stockholder and if shares are not held of record, should include appropriate evidence of stock ownership .   Depending on the subject matter, the Corporate Secretary will:

At each Board of Directors meeting, management will present a summary of all communications received since the last meeting that were not forwarded and make those communications available to the directors.

The Audit Committee .   The Audit Committee consists of directors Keith N. Congdon ( Chairman ) ,   Marybeth McInnis   and Kathleen R. Sachs . Each member of the Audit Committee is considered “independent” as defined in the NASDAQ corporate governance listing standards and under SEC Rule 10A-3. The Board of Directors has determined that D irector Congdon qualifies as an “audit committee financial expert” as that term is defined by the rules and regulations of the SEC. The duties and responsibilities of the Audit Committee include, among other things:

The Audit Committee met five  t imes during the year ended December 31, 201 5 .   The Audit Committee reports to the Board of Directors on its activities and findings .   The Board of Directors has adopted a written charter for the Audit Committee, which is available at the Company’s website at www.georgetownbank.com .

Based on the review and discussions referred to above, the Audit Committee recommended to the Board of Directors that the audited consolidated financial statements be included in the Company’s Annual Report on Form 10-K for the year ended December 31, 201 5 .  

In addition, the Audit Committee approved the appointment of Baker Newman & Noyes, P.A., LLC as the Company’s independent registered public accounting firm for the year ending December 31, 2016 , subject to the ratification of the appointment by the stockholders.

This report shall not be deemed incorporated by reference by any general statement incorporating by reference this Proxy Statement into any filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, except to the extent that the Company specifically incorporates this information by reference, and this report shall not otherwise be deemed “soliciting material” or filed with the SEC subject to Regulation 14A or 14C of the Securities and Exchange Commission or subject to the liabilities of Section 18 of the Securities Exchange Act of 1934, as amended.

This report has been provided by the Audit Committee:

Keith N. Congdon , Chairman

Marybeth McInnis

Kathleen R. Sachs

Code of Ethics

The Company has adopted a Code of Ethics that is applicable to the Company’s officers, directors and employees, including its principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions .   The Code of Ethics is available on the Company’s website at www.georgetownbank.com . Amendments to and waivers from the Code of Ethics will also be disclosed on the Company’s website.    

Compensation Committee

The Compensation Committee, consisting of independent directors Kathleen R. Sachs   ( Chair person ) ,   Stephen L. Flynn and Mary L. Williams , generally determines salary and other compensation for employees, including the Named Executive Officers, as defined below. Each member of the Compensation Committee is considered “independent” as defined in the NASDAQ corporate governance listing standards. The Compensation Committee meets in executive session to determine such salaries .   The Compensation Committee met eight times in the year ended December 31, 201 5 .   The Board of Directors has adopted a written charter for the Compensation Committee, which is available at the Company’s website at www.georgetownbank.com .

The Board of Directors considers a number of factors in its decisions regarding executive compensation and benefits including, but not limited to, the level of responsibility and performance of the individual executive officer, the overall performance of the Company, and consideration of industry, community bank peers and local market conditions. Base salary levels of the Company’s and Georgetown Bank ’s executive officers are set to reflect the duties and responsibilities inherent in the position and to reflect competitive conditions in the banking business in the Company’s market area. In setting base salaries, the Board of Directors also considers a number of factors relating to each executive officer, including individual performance, job responsibilities, experience level, ability and the knowledge of the position, and overall performance of the Company and the Georgetown Bank .   These factors are considered subjectively, and where possible quantitatively, and are weighted partially by those aspects deemed more significant than others .   Such a weighting of these evaluation factors will vary from year to year in response to the strategic plan and current market conditions. The Board of Directors also considers the recommendations of the Chief Executive Officer with respect to the compensation of the other executive officers .   The Board of Directors and the Chief Executive Officer review the same information in connection with these performance evaluations and related recommendations of these executives.

The Board of Directors did not increase the base salary level of Mr. Balletto, Mr. Weismann and Mr. Kennedy, Named Executive Officers of the Company , in the year ended December 31, 201 5 .  

The Compensation Committee did not use the services of a compensation consultant to advise the Committee with respect to executive or director compensation for the 201 5 calendar year. 

Executive Compensation  

The following table sets forth for the years ended December 31, 201 5 and December 31, 201 4   certain information as to the total remuneration paid by the Company to Mr. Balletto, who serves as President and Chief Executive Officer ,   Mr. Weismann , the Company’s Executive Vice President and Chief Operating Officer and Mr. Kennedy, the Company’s Senior Vice President and Chief Financial Officer and Treasurer (“Named Executive Officers”). 

Employment Agreements .   Georgetown Bank has entered into employment agreements with Messrs. Balletto and Kennedy, which agreements were renewed in March 2015 . Each of these agreements has a term of 36 months. On an annual basis, the Board of Directors of Georgetown Bank will conduct a performance review of Mr. Balletto’s performance and Mr. Balletto, as President and Chief Executive Officer, will conduct a performance review of Mr. Kennedy’s performance, which shall be further reviewed by the Board of Directors. At least six months prior to the expiration of the term of the employment agreements, the Board of Directors will review each executive’s performance for purposes of determining whether to renew the agreements for an additional term of up to three years. The Board’s decision whether or not to renew each agreement will be provided in a written notice to the applicable executive at least 60 days prior t o the expiration of the term.

Under the agreements, the base salaries for Messrs. Balletto and Kennedy are $ 200 ,000 and $1 40 , 1 00, respectively. In addition to the base salary, each agreement provides for, among other things, participation in other benefits as provided to other full time employees of Georgetown Bank. The agreements also acknowledge that the executives and Georgetown Bank have entered into endorsement split dollar agreements with the executives with a pre-retirement death benefit of $2.0 million for Mr. Balletto and $1.0 million for Mr. Kennedy. The employment agreements require Georgetown Bank to make a tax-adjusted compensation payment towards the purchase of a life insurance policy to be owned by the executive with a death benefit of $1.0 million.

In addition, the agreements provide for reimbursement of ordinary and necessary business expenses incurred in connection with the performance of the duties under the respective agreements and subject to the approval of the Board of Directors of Georgetown Bank. 

The agreements provide for termination by Georgetown Bank for cause at any time, in which event the executive will have no right to receive compensation or other benefits for any period after termination. In the event the executive’s employment is terminated by the Bank for any reason, including a resignation for good reason (as defined in the employment agreements), but excluding termination due to retirement or disability or for cause or for termination following a change in control, the executive would be entitled to a payment equal to two times, in the case of Mr. Balletto, and one times, in the case of Mr. Kennedy, the sum of the highest annual rate of base salary, as well as the continuation of life insurance (including coverage under the endorsement split dollar agreement), medical and dental insurance coverage for two years in the case of Mr. Balletto and one year in the case of Mr. Kennedy.  In addition, the executive would be entitled to a cash payment equal to two times, in the case of Mr. Balletto, and one times in the case of Mr. Kennedy, the tax-adjusted compensation payment towards the individually-owned life insurance policy. The executive would also fully vest in all non-vested stock options and/or restricted stock that have been granted to him. In the event such termination occurs following a change in control, each executive would be entitled to the payment of a cash severance payment equal to three times his highest annual rate of base salary and three times the tax-adjusted compensation payment towards individually-owned life insurance. The executive would also fully vest in all non-vested stock options and/or restricted stock that have been granted to him. For purposes of the executive’s ability to resign and receive a payment under the agreement, “good reason” would include the occurrence of any of the following events: (1) a failure to elect or reelect or to appoint or reappoint the executive to the executive position; (2) a substantial adverse and material change in executive’s function, duties or responsibilities, (3) a material reduction to base salary and benefits from those being provided as of the effective date of the employment agreement (except for any reduction that is part of an employee-wide reduction in benefits), (4) a relocation of executive’s principal place of employment more than 25 miles from Georgetown Bank’s principal executive offices as determined at the date of the agreement, (5) a liquidation or dissolution of Georgetown Bank, ( 6 ) a material breach of the employment agreement by Georgetown Bank, or ( 7 ) the failure of the Board to renew the employment agreement or provide a similar employment agreement at the end of the current term by issuing a non-renewal notice to the executive no later than 60 days before the end of the term.  If an event constituting “good reason” occurs, the executive is required to give Georgetown Bank notice within 90 days (15 days if the good reason is non-renewal of the agreement), and Georgetown Bank will have 30 days to correct the good reason, however, the 30 day period may be waived by Georgetown Bank.

Notwithstanding the foregoing, as a condition to receiving the payments set forth above, Messrs. Balletto and Kennedy shall be required to execute a release of claims against Georgetown Bank, Georgetown Bancorp, Inc. and any affiliate. If the payments to either executive under their respective agreements made in connection with a change in control would result in an excess parachute payment under Section 280G of the Internal Revenue Code, the benefits payable to

such executive would be reduced to avoid the excess parachute payment. The reduction would be up to an amount, the value of which results in a benefit that is one dollar less than the amount that would trigger an excess parachute payment.

In the event that their employment was terminated for a reason entitling them to severance payments under the employment agreements, Messrs. Balletto and Kennedy would receive an aggregate cash severance payment of approximately $4 62,700 and $16 6,438 , respectively, if the event of termination occurred prior to a change in control and $ 694,050 and $ 499,314 , respectively, if the termination occurred following a change in control, based upon current levels of compensation, subject to reduction to avoid an excess parachute payment, if applicable. The cash severance payment will be paid within 30 days of termination.

Under each employment agreement, if an executive is terminated due to disability (as defined in his  employment agreement), he will be entitled to continued life insurance and non-taxable medical and dental coverage substantially comparable to the coverage maintained prior to termination due to disability (except to the extent such coverage is changed for all employees or not available on an individual basis following disability)  until the earlier of:  (1) the executive’s return to full-time employment with Georgetown Bank; (2) the executive’s employment by another employer; (3) the executive’s attainment of age 65; (4) the executive’s death, or (5) 24 months following the executive’s termination due to disability.

Upon retirement at age 65 or in accordance with any retirement policy established by the Board of Directors and agreed to, in writing, by the executive, the executive will be entitled to benefits under such retirement policy and other plans to which he is a party but shall not be entitled to any benefit payments specifically as a result of the employment agreement.

Each employment agreement requires the executive not to compete with Georgetown Bank for a period of one year following a termination of employment for which the executive receives severance payments as the result of an involuntary termination or resignation for good reason (other than a termination of employment following a change in control).

In addition, the Company has entered into three-year employment agreements with Messrs. Balletto and Kennedy, on substantially the same terms as the employment agreements with Georgetown Bank, except as follows. The holding company employment agreements do not provide duplicative benefits, but rather, reinforce the obligation of Georgetown Bank by providing for the payments required under the employment agreements to the extent that such payments are not or cannot be made by the Bank. The agreements with the Company do not have an automatic reduction in benefits in the event of an excess parachute payment, but such agreements also do not provide for a tax “gross up.” In addition, certain regulatory requirements that are only required to be included in employment agreements between the executives and Georgetown Bank are not included in the employment agreements with the Company.

Change in Control Agreement . Georgetown Bank has entered into a change in control agreement with Frederick H. Weismann . The change in control agreement has a term of 12 months. Subject to a comprehensive review by the President and Chief Executive Officer of Georgetown Bank within 30 days prior to the anniversary date of the agreement and his recommendation of renewal to the Board of Directors, the agreement may be renewed by the Board of Directors for an additional 12 months. If the Board of Directors determines not to renew the agreement and gives Mr. Weismann timely written notice of non-renewal, the change in control agreement will terminate on the anniversary date. Notwithstanding the foregoing, if the change in control agreement is in effect on the effective date of a change in control, the agreement will automatically renew on such date and will expire 12 months following the change in control.

In the event of a change in control (as defined in the agreement) followed by Mr. Weismann ’s involuntary termination of employment (other than for cause) or his resignation for good reason, Mr. Weismann will receive a cash severance payment equal to one times his annual base salary, provided that, in the event that the payment under the change in control agreement when aggregated with other payments to which Mr. Weismann would be entitled as the result of a change in control would constitute parachute payments and trigger an excise tax on the excess parachute payment, then the payment under the change in control agreement would be reduced to avoid this result.  Under the change in control agreement, “good reason” would include any of the following events: (1) the failure to elect or reelect or appoint or reappoint Mr. Weismann to his executive position, unless consented to by Mr. Weismann ;   (2) a substantial adverse and material change in Mr. Weismann ’s function, duties and responsibilities; (3) a substantial and material reduction in his

annual compensation or benefits from those being provided immediately prior to the change in control (except for any reduction that is part of an employee-wide reduction in pay or benefits); (4) a liquidation or dissolution of Georgetown Bank; (5) a relocation of his principal place of employment by more than 25 miles from its location immediately prior to the change in control, or (6) a material breach of the change in control agreement by  Georgetown Bank.  In the event Mr. Weismann has good reason to terminate, he must give notice of his resignation for good reason within 90 days of the initial event that gave rise to the right to terminate and Georgetown Bank, or its successor, will have 30 days to cure the good reason, provided that such 30-day period may be waived by Georgetown Bank, or its successor.

In the event Mr. Weismann ’s termination occurs following a change in control under circumstances that would entitle him to a benefit under the change in control agreement, he would be entitled to a severance payment of approximately $1 7 5,000 if such termination were to occur in 201 6 .

Benefit Plans

Incentive Compensation Plan .   Georgetown Bank maintains an incentive compensation plan to provide incentives and awards to employees in order to support Georgetown Bank ’s organizational objectives and financial goals. Full-time and part-time employees employed for a minimum of six continuous months during the plan year are eligible to participate in the incentive compensation plan .   Eligible participants who have been employed by Georgetown Bank for less than one year may receive a prorated incentive award .   The award is calculated based on the achievement of Company-wide, department and individual goals, the mix and weighting of which will vary from year to year and which are approved annually by the Board of Directors. Distribution of the incentive award is generally made within 30 days of the end of the plan year .   Employees whose performance level does not meet expectations may not be eligible for an incentive payout.

For the year ended December 31, 201 5 ,   Mr. Balletto’s plan provides for a target payment of $36,000, or 18% of current annual salary with the following performance categories: (1) achievement of return on assets ( “ ROA ” ) targets; (2) achievement of efficiency ratio targets. The target payment can be increased on a sliding scale for improvement in all of the performance categories.     For the year ended December 31, 201 5 ,   Mr. Weismann’s plan provides for a target payment of $24,500, or 14% of current annual salary with the following performance categories: ( 1 ) achievement of ROA targets; (2) achievement of commercial and retail checking account deposit growth targets; (3) achievement of commercial loan growth targets; (4) achievement of fee income targets associated with Small Business Association ( “ SBA ” ) loans. The target payment can be increased on a sliding scale for improvement in all of the performance categories.     For the year ended December 31, 201 5 ,   Mr. Kennedy’s plan provides for a target payment of $15,409, or 11% of current annual salary with the following performance categories: (1) achievement of ROA targets; (2) achievement of efficiency ratio targets; (3) achievement of net interest margin percentage targets. The target payment can be increased on a sliding scale for improvement in all of the performance categories.

Supplemental Disability Benefit Plan for Senior Executives .   In connection with the restatement of Georgetown Bank employment agreements in April 2012, the Bank entered into a supplemental disability benefit plan for the benefit of Messrs. Balletto and Kennedy .   A similar benefit had previously been provided under the executives’ prior employment agreements but was removed in the 2012 employment agreements and incorporated into a separate plan document. Under this plan, in the event the executive suffers a disability covered under the plan, the executive will be entitled to 66% of the sum of their base salary and average bonus paid over the last 36 months, reduced by (x) the maximum disability benefit paid or expected to be paid to the executive under the group disability benefit program sponsored by Georgetown Bank and (y) any disability benefit paid or expected to be paid under any disability insurance plan purchased by the executive with a payment from Georgetown Bank .  In the event that the disability policy identified in “(x)” or “(y)” fails to pay a disability benefit to the executive that would be expected to be paid under said policy or program, Georgetown Bank generally will not be liable to pay such benefit under this plan but will only be liable for payment of the disability benefit as determined under the formula set forth above .   The compensation committee of Georgetown Bank will be the administrator of the plan .   The compensation committee shall determine, with objective medical input, whether an executive is disabled .   For these purposes, disability (or disabled) means that the executive has suffered a disability as defined in the Georgetown Bank ’s group disability policy.

Supplemental Retirement Plan .   Georgetown Bank previously adopted an Executive Supplemental Retirement Agreement for Messrs. Balletto and Kennedy .   Effective June 30, 200 8 ,   Georgetown Bank   restructured the individual

Executive Supplemental Retirement Agreements by establishing a Supplemental Retirement Plan .   Like its predecessor, the Supplemental Retirement Plan is a non-tax-qualified, deferred compensation plan .   The Supplemental Retirement Plan has been written to comply with Section 409A of the Internal Revenue Code .   Messrs. Balletto and Kennedy are the only participants in the Supplemental Retirement Plan .   Each participant is required to enter into a participation agreement evidencing his participation in the plan.

Each executive will receive the normal retirement benefit under the Supplemental Retirement Plan if he remains employed with Georgetown Bank until he attains age 65 or has a separation from service within two years of a change in control .   The normal retirement benefit is a lump sum amount that is the actuarial equivalent of an annual lifetime benefit of 45% of the executive’s final average compensation, multiplied by a fraction, the numerator of which is the executive’s years of employment with the Bank and the denominator of which is 23 .   The executive’s final average compensation is based on the three fiscal years of the last five fiscal years of employment with Georgetown Bank in which the executive’s base salary and bonus was the highest .   If the executive has a separation from service prior to age 65 (other than due to death, disability or cause), the executive is entitled to his accrued annuity benefit calculated in the manner set forth above, and if applicable multiplied by the executive’s vesting rate set forth in his participation agreement .   If the executive is less than age 62 at the time of commencement of the supplemental benefit, his benefit will be further reduced by 5% per year for each year prior to age 62 that the benefit payment commences.

If the executive dies prior to attaining age 65, while employed by Georgetown Bank , the executive’s beneficiary will be entitled to a death benefit equal to the present value of executive’s accrued annuity benefit as of executive’s date of death, without any pre-retirement reductions .   In the event of the executive’s disability while employed at Georgetown Bank , the executive will be entitled to a disability benefit, payable commencing at age 65 (unless an alternative commencement time is elected by the executive) as if executive had continued to work until age 65 and assuming that executive’s base salary increased 5% per year for each year until age 65 .   Each executive entered into an election to have the disability benefit paid at the time of disability determination.

In the event of a change in control of Georgetown Bancorp, Inc. and/or Georgetown Bank followed within two years by executive’s involuntary termination of employment or voluntary termination for good reason, the executive will be entitled to a supplemental benefit calculated as if the executive had attained age 65 and his base salary had increased 5% per year until such time; provided, however, the benefit will be reduced, if necessary, to avoid an excess parachute payment under Section 280G of the Internal Revenue Code. 

The Company accrued $ 1 39 ,000 and   $ 1 17 ,000   in compensation expense for the   years ended December 31, 201 5 and December 31, 201 4 , respectively, towards the benefit applicable to these agreements for Messrs. Balletto and Kennedy.

Endorsement Split Dollar Death Benefits .   In January 2002, in conjunction with the adoption of the Executive Supplemental Retirement Agreement, Georgetown Bank adopted collateral assignment Split Dollar Plan Agreements with the two executives covered by the Executive Supplemental Retirement Plan .   As the result of both the Sarbanes - Oxley Act of 2002 and tax law changes, including the enactment of Section 409A of the Internal Revenue Code, Georgetown Bank determined that it was in the best interest of the B ank to unwind the collateral assignment equity split dollar agreements by having the executives transfer the life insurance policies in their name to Georgetown Bank .   In consideration for the termination of this agreement and policy transfer, effective June 30, 2008 , the Bank entered into endorsement split dollar life insurance agreements with each of Messrs. Balletto and Kennedy providing additional death benefits during employment and in limited circumstances thereafter, and also agreed to compensate the executives for their purchas e   of individually-owned life insurance policies that are intended to survive termination of employment (more fully discussed above under “Employment Agreements”).  Under the endorsement split dollar agreements, each executive (or his designated beneficiary) is entitled to share in the proceeds under a life insurance policy owned by Georgetown Bank in the event of his death prior to termination of employment (or, in the event of a change in control, in the event of his death within 36 months of the change in control) .   In addition, in the event of the executive’s involuntary termination of employment by Georgetown Bank or executive’s resignation for “good reason” (as defined in each executive’s employment agreement) executive shall continue to be covered by the endorsement split dollar agreement for 36 months following such termination of employment .   Under the endorsement split dollar life insurance agreements, the death benefit for Mr. Balletto is $2.0 million and for Mr. Kennedy is $1.0 million. 

Stock Benefit Plans

Equity Incentive Plan. The Board of Directors adopted , and in October 2009 stockholders approved , the Georgetown Bancorp, Inc. 2009 Equity Incentive Plan (the “ 2009 Equity Incentive Plan”) and in May 2014 stockholders approved the Georgetown Bancorp, Inc. 2014 Equity Incentive Plan (the “2014 Equity Incentive Plan”) to provide officers, employees and directors of the Company and Georgetown Bank with additional incentives to promote the growth and performance of the Company . The Equity Incentive Plan s give us the flexibility we need to continue to attract and retain highly qualified officers and directors by offering a competitive compensation program that is linked to the performance of our common stock.

Subject to permitted adjustments for certain corporate transactions, the 2009 Equity Incentive Plan authorizes the issuance or delivery to participants of up to 180,035 shares of Company common stock (split-adjusted) pursuant to grants of restricted stock awards, incentive stock options, non-qualified stock options and stock appreciation rights; provided, however, that shares of stock used to fund stock options greater than 98,000 shares (split-adjusted) must be obtained through stock repurchases and shares of stock used to fund restricted stock awards greater than 39,200 shares (split-adjusted) must be obtained through stock repurchases. The 2014 Equity Incentive Plan authorizes the issuance or delivery to participants of up to 4 4,000 shares of Company common stock pursuant to grants of restricted stock awards and no more than 110,000 shares pursuant to the exercise of incentive stock options, non-qualified stock options and stock appreciation rights.  

Outstanding Equity Awards at Year End .   The following table sets forth information with respect to outstanding equity awards as of December 31, 201 5 for the Named Executive Officers .

director serving on a Board of Directors ’ committee is paid a fee of $250 per meeting attended, except for the Audit Committee for which the fee is $500 per meeting attended .   The Chairman of each committee receives an additional $100 per meeting attended. The Assistant Secretary receives an additional $300 per Board of Directors’ meeting for recording of minutes. For the year ended December 31, 201 5 ,   Georgetown Bank paid a total of $ 1 27,200 in director fees.

Transactions with Certain Related Persons

All transactions between the Company and its executive officers, directors, holders of 10% or more of the shares of its common stock and affiliates thereof, are on terms no less favorable to the Company than could have been obtained by it in arm’s-length negotiations with unaffiliated persons .   Such transactions must be approved by the Audit Committee of the Company following a review for potential conflicts of interest .   In the ordinary course of business, Georgetown Bank makes loans available to its directors, officers and employees .   These loans are made in the ordinary course of business on substantially the same terms, including interest rate and collateral, as those prevailing at the time for comparable loans with persons not related to Georgetown Bank .   T hese loans neither involve more than the normal risk of collectibility nor present other unfavorable features.

Section 402 of the Sarbanes-Oxley Act of 2002 generally prohibits an issuer from: (1) extending or maintaining credit; (2) arranging for the extension of credit; or (3) renewing an extension of credit in the form of a personal loan for an officer or director .   There are several exceptions to this general prohibition, one of which is applicable to the Company .   Section 402 of the Sarbanes-Oxley Act of 2002 does not apply to loans made by a depository institution that is insured by the FDIC and is subject to the insider lending restrictions of the Federal Reserve Act .   All loans to Georgetown Bank ’s directors and officers are made in conformity with the Federal Reserve Act and applicable regulations.

The notice with respect to stockholder proposals that are not nominations for director must set forth as to each matter such stockholder proposes to bring before the annual meeting: (1)  a brief description of the business desired to be brought before the annual meeting and the reasons for conducting such business at the annual meeting; (2)  the name and address of such stockholder as they appear on t he Company’ s books and of the beneficial owner, if any, on whose behalf the proposal is made; (3)  the class or series and number of shares of capital stock of t he Company which are owned beneficially or of record by such stockholder and such beneficial owner; (4)  a description of all arrangements or understandings between such stockholder and any other person or persons (including their names) in connection with the proposal of such business by such stockholder and any material interest of such stockholder in such business; and (5)  a representation that such stockholder intends to appear in person or by proxy at the annual meeting to bring such business before the meeting.

The notice with respect to director nominations must include (1) as to each individual whom the stockholder proposes to nominate for election as a director, (A) all information relating to such person that would indicate such person’s qualification under Article 2, Section 12 of t he Company’s Bylaws, including an affidavit that such person would not be disqualified under the provisions of Article 2, Section 12 of the Bylaws and (B) all other information relating to such individual that is required to be disclosed in connection with solicitations of proxies for election of directors, or is otherwise required, in each case pursuant to Regulation 14A under the Securities Exchange Act of 1934, as amended, or any successor rule or regulation; and (2) as to the stockholder giving the notice, (A) the name and address of such stockholder as they appear on t he Company’s books and of the beneficial owner, if any, on whose behalf the nomination is made; (B) the class or series and number of shares of capital stock of t he Company which are owned beneficially or of record by such stockholder and such beneficial owner; (C) a description of all arrangements or understandings between such stockholder and each proposed nominee and any other person or persons (including their names) pursuant to which the nomination(s) are to be made by such stockholder; (D) a representation that such stockholder intends to appear in person or by proxy at the meeting to nominate the persons named in its notice; and (E) any other information relating to such stockholder that would be required to be disclosed in a proxy statement or other filings required to be made in connection with solicitations of proxies for election of directors pursuant to Regulation 14A under the Securities Exchange Act of 1934 or any successor rule or regulation.  Such notice must be accompanied by a written consent of each proposed nominee to be named as a nominee and to serve as a director if elected.

The date on which the next Annual Meeting of Stockholders is expected to be held is May 1 5 , 201 7 . Advance written notice for certain business, or nominations to the Board of Directors, to be brought before the next annual meeting must be given to us no earlier than February 1 5 , 201 7 and no later than February 2 5 , 201 7 .   If notice is received before February 1 5 , 201 7 or after February 2 5 , 201 7 , it will be considered untimely, and we will not be required to present the matter at the stockholders meeting.