¨
|
Preliminary Proxy
Statement
|
¨
|
Confidential, for Use of the
Commission Only (as permitted by Rule
14a-6(e)(2))
|
x
|
Definitive Proxy
Statement
|
¨
|
Definitive Additional
Materials
|
¨
|
Soliciting Material Pursuant to
§240.14a-12
|
BRIDGE
BANCORP, INC.
|
(Name
of Registrant as Specified In Its
Charter)
|
|
(Name
of Person(s) Filing Proxy Statement, if other than the
Registrant)
|
x
|
No fee
required.
|
¨
|
Fee computed on table below per
Exchange Act Rules 14a-6(i)(1) and
0-11.
|
1)
|
Title
of each class of securities to which transaction
applies:
|
2)
|
Aggregate
number of securities to which transaction applies:
|
3)
|
Per
unit price or other underlying value of transaction computed pursuant to
Exchange Act Rule 0-11 (set forth the amount on which the filing fee is
calculated and state how it was determined):
|
4)
|
Proposed
maximum aggregate value of transaction:
|
5)
|
Total
fee paid:
|
¨
|
Fee paid previously with
preliminary materials.
|
¨
|
Check box if any part of the fee
is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the
filing for which the offsetting fee was paid previously. Identify the
previous filing by registration statement number, or the Form or Schedule
and the date of its filing.
|
1)
|
Amount
Previously Paid:
|
2)
|
Form,
Schedule or Registration Statement No.:
|
3)
|
Filing
Party:
|
4)
|
Date
Filed:
|
|
1)
|
The
election of five Directors to the Company’s Board of Directors; three to
hold office for a term of three years, one to hold office for a term of
two years and one to hold office for a term of one year or until their
successors are elected and
qualified;
|
|
2)
|
The
ratification of the appointment of Crowe Chizek and Company LLC as the
Independent Registered Public Accounting Firm for the Company for the year
ending December 31, 2008; and
|
Name
and Address of Beneficial Owner
|
Number
of Shares Owned and Nature of Beneficial Ownership
|
Percentage of
Outstanding Shares (1)
|
||||||
Patrick
E. Malloy
|
||||||||
Bay
Street at the Waterfront
|
322,923 | (2) | 5.26 | % | ||||
Sag
Harbor,
NY 11963
|
(1)
|
Based
on 6,140,072 shares of Bridge Bancorp, Inc. common stock outstanding as of
March 7, 2008.
|
(2)
|
This
information is based on Schedule 13D filed with the Securities and
Exchange Commission on January 4, 2008 by Patrick E.
Malloy.
|
Name and Age
|
Position Held
|
Director of the
Company
Since
|
Shares
of Common Stock of the Company Beneficially
Owned (1)
|
Percent
|
||||||||
Nominees
for Director
|
||||||||||||
Class
C (term
expiring in 2011)
|
||||||||||||
Kevin M. O’Connor
Age
45
|
President
and Chief Executive Officer of the Company & the Bank,
Director
|
2007
|
19,013 | (2) | * | |||||||
Thomas
J. Tobin
Age
63
|
President
Emeritus and Special Advisor to the Board, Director
|
1989
|
83,048 | (3) | 1.4 | |||||||
Charles
I. Massoud
Age
63
|
Director
|
2002
|
6,540 | (4) | * | |||||||
Class
A (term
expiring in 2009)
|
||||||||||||
Albert
E. McCoy, Jr.
Age
44
|
Nominee
|
2008
|
17,343 | * | ||||||||
Class
B (term
expiring in 2010)
|
||||||||||||
Emanuel Arturi
Age
62
|
Director
|
2008
|
100 | * | ||||||||
Directors
Continuing in Office
|
||||||||||||
Class
A (term expiring in 2009)
|
||||||||||||
R.
Timothy Maran
Age
66
|
Director
|
1989
|
65,338 | (5) | 1.1 | |||||||
Dennis
A. Suskind
Age
65
|
Director
|
2002
|
87,649 | (6) | 1.4 | |||||||
Class
B (term
expiring in 2010)
|
||||||||||||
Thomas
E. Halsey
Age
68
|
Director
|
1989
|
65,509 |
(5)
|
1.1 | |||||||
Marcia
Z. Hefter
Age
64
|
Director,
Vice Chairperson of the Board
|
1989
|
44,532 | (5) | * | |||||||
Howard
H. Nolan
Age
47
|
Senior
Executive Vice President and Chief Administrative and Financial
Officer,Treasurer and Corporate Secretary, Director
|
2003
|
13,651 | (7) | * | |||||||
All
Directors, Director nominees and Executive Officers as a Group (11
persons)
|
515,458 | (8), (9) | 8.4 | % |
|
*
|
Represents
less then 1%
|
(1)
|
Includes
shares as to which a person (or his or her spouse) directly or indirectly
has or shares voting power and/or investment power (which includes the
power to dispose) and all shares which the person has a right to acquire
within
|
(2)
|
Includes
7,171 shares of restricted stock subject to future vesting but as to which
voting may currently be directed.
|
(3)
|
Includes
options to purchase 27,064 shares and 2,534 shares of restricted stock
subject to future vesting but as to which voting may currently be
directed.
|
(4)
|
Includes
options to purchase 975
shares.
|
(5)
|
Includes
options to purchase 1,575
shares.
|
(6)
|
Includes
options to purchase 975 shares. Of the shares reported, 64,800
are pledged as collateral for
borrowings.
|
(7)
|
Includes
options to purchase 2,507 shares and 9,144 shares of restricted stock
subject to future vesting but as to which voting may currently be
directed.
|
(8)
|
Includes
options to purchase 33,096 shares granted to the named Directors and
Executive Officers and 18,849 shares of restricted stock subject to future
vesting but as to which voting may currently be
directed.
|
(9)
|
Includes
111,160 shares and options to purchase 1,575 shares for
Director Wesnofske whose term of office expires as of the annual
meeting.
|
|
·
|
Has
the highest personal and professional ethics and integrity and whose
values are compatible with the
Company’s;
|
|
·
|
Has
had experiences and achievements that have given him or her the ability to
exercise and develop good business
judgment;
|
|
·
|
Is
willing to devote the necessary time to the work of the Board and its
Committees, which includes being available for Board and Committee
meetings;
|
|
·
|
Is
familiar with the communities in which the Company operates and/or is
actively engaged in community
activities;
|
|
·
|
Is
involved in other activities or interests that do not create a conflict
with their responsibilities to the Company and its shareholders;
and
|
|
·
|
Has
the capacity and desire to represent the balanced, best interests of the
shareholders of the Company as a group, and not primarily a special
interest group or constituency.
|
|
·
|
The
name and address of the shareholder as they appear on the Company’s books,
and number of shares of Common Stock that are owned beneficially by such
shareholder (if the shareholder is not a holder of record, appropriate
evidence of the shareholder’s ownership will be
required);
|
|
·
|
The
name, address and contact information for the candidate, and the number of
shares of Common Stock that are owned by the candidate (if the candidate
is not a holder of record, appropriate evidence of the shareholder’s
ownership should be provided);
|
|
·
|
A
statement of the candidate’s business and educational
experience;
|
|
·
|
Such
other information regarding the candidate as would be required to be
included in the proxy statement pursuant to SEC Regulation
14A;
|
|
·
|
A
statement detailing any relationship between the candidate and the
Company;
|
|
·
|
A
statement detailing any relationship between the candidate and any
customer, supplier or competitor of the
Company;
|
|
·
|
Detailed
information about any relationship or understanding between the proposing
shareholder and the candidate; and
|
|
·
|
A
statement that the candidate is willing to be considered and willing to
serve as a Director if nominated and
elected.
|
|
·
|
Forward
the communication to the Director or Directors to whom it is
addressed;
|
|
·
|
Attempt
to handle the inquiry directly, for example where it is a request for
information about the Company or it is a stock-related matter;
or
|
|
·
|
Not
forward the communication if it is primarily commercial in nature, relates
to an improper or irrelevant topic, or is unduly hostile, threatening,
illegal or otherwise inappropriate.
|
Audit
Committee
|
Compensation
Committee
|
Corporate
Governance and Nominating Committee
|
Thomas
E. Halsey *
|
Thomas
E. Halsey
|
Charles
Massoud
|
Charles
I. Massoud
|
Marcia
Z. Hefter
|
Dennis
Suskind
|
Dennis
A. Suskind
|
R.
Timothy Maran *
|
|
Raymond
Wesnofske
|
||
*Committee
Chairperson
|
|
·
|
Retaining,
overseeing and evaluating the Independent Registered Public Accounting
Firm to audit the annual consolidated financial statements of the
Company;
|
|
·
|
Overseeing
the Company’s financial reporting processes in consultation with the
Independent Registered Public Accounting Firm and the director of internal
audit;
|
|
·
|
Reviewing
the annual audited consolidated financial statements, quarterly financial
statements and the Independent Registered Public Accounting Firm’s report
with management and the Independent Registered Public Accounting Firm and
recommending inclusion of the annual audited consolidated financial
statements in the Company’s annual report on Form
10-K;
|
|
·
|
Maintaining
direct lines of communication with the Board of Directors, Company
management, internal audit staff and the Independent Registered Public
Accounting Firm;
|
|
·
|
Overseeing
the internal audit staff and reviewing management’s administration of the
system of internal accounting
controls;
|
|
·
|
Approving
all engagements for audit and non-audit services by the Independent
Registered Public Accounting Firm;
and
|
|
·
|
Reviewing
the adequacy of the Audit Committee
charter.
|
|
·
|
Reviewed
and discussed with management, and the Independent Registered Public
Accounting Firm, the Company’s audited consolidated financial statements
for the fiscal year ended December 31,
2007;
|
|
·
|
Discussed
with the Independent Registered Public Accounting Firm the matters
required to be discussed by Statement on Auditing Standards No. 61, Communications with Audit
Committees, as amended; and
|
|
·
|
Received
the written disclosures and the letter from the Independent Registered
Public Accounting Firm required by Independence Standards Board Standard
No. 1, Independence
Discussions with Audit Committees, and has discussed with the
Independent Registered Public Accounting Firm their independence from the
Company.
|
Thomas E. Halsey,
Chairperson
|
|
Charles I. Massoud
|
|
Dennis A. Suskind
|
|
·
|
Establish,
review, and modify from time to time as appropriate the overall
compensation philosophy of the
Company;
|
|
·
|
Review,
evaluate and recommend Company objectives relevant to the CEO’s
compensation; evaluate CEO performance relative to established goals; and
review, evaluate and recommend to the full Board of Directors CEO
compensation;
|
|
·
|
Review,
evaluate and recommend goals relevant to the compensation of the Company’s
other management personnel; and review such officers’ performance in light
of these goals and determine (or recommend to the full Board of Directors
for determination) such officers’ cash and equity compensation based on
this evaluation;
|
|
·
|
Review,
evaluate and recommend succession planning and management development for
executive officers, including the
CEO;
|
|
·
|
Review,
evaluate and recommend, in consultation with the corporate governance
committee, the compensation to be paid to directors of the Company and of
affiliates of the Company for their service on the Board;
and
|
|
·
|
Administer
any stock benefit plans adopted by the
Company.
|
|
·
|
Aligning
shareholder value with
compensation;
|
|
·
|
Providing
a direct and transparent link between the performance of the Bank and pay
for the Chief Executive Officer, Chief Administrative Officer and Chief
Financial Officer;
|
|
·
|
Aligning
the interests of the Bank’s senior executive officers with that of the
shareholders through performance-based incentive
plans;
|
|
·
|
Making
wise use of the Bank’s equity resources to ensure compatibility between
management and shareholder interests;
and
|
|
·
|
Awarding
total compensation that is both reasonable and effective in attracting,
motivating, and retaining key
executives.
|
|
·
|
Pay
base salaries to the Bank’s senior executives at a level consistent with
the Bank’s performance related to the Bank’s selected peer group (the
market);
|
|
·
|
Provide total cash compensation
(salary and cash incentive compensation) to the Bank’s senior executives
at a level consistent with performance related to
market;
|
|
·
|
Provide
total direct compensation (the sum of salary, cash incentives, and equity
incentives) at a level consistent with performance related to market based
on planned and cumulative performance;
and
|
|
·
|
Align
senior management’s interest with that of shareholders through increasing
equity compensation relative to total incentive
compensation.
|
|
·
|
ROA
|
|
·
|
ROE
|
|
·
|
Net
Interest Margin
|
|
·
|
Efficiency
Ratio
|
|
·
|
Core
EPS Growth
|
|
·
|
Total
Three Year Return.
|
·
|
Beverly
National Corporation
|
·
|
Pamrapo
Bancorp, Inc.
|
|
·
|
Brooklyn
Federal Bancorp, Inc.
|
·
|
Patriot
National Bancorp, Inc
|
|
·
|
Calvin
B. Taylor Bankshares, Inc.
|
·
|
Peapack-Gladstone
Financial Corporation
|
|
·
|
Carver
Bancorp, Inc.
|
·
|
Shore
Bancshares Inc.
|
|
·
|
Central
Valley Community Bancorp
|
·
|
Smithtown
Bancorp, Inc
|
|
·
|
Eagle
Bancorp, Inc.
|
·
|
State
Bancorp, Inc
|
|
·
|
1st
Constitution Bancorp
|
·
|
Suffolk
Bancorp
|
|
·
|
First
of Long Island Corporation
|
·
|
Temecula
Valley Bancorp Inc
|
|
·
|
Jeffersonville
Bancorp
|
·
|
VSB
Bancorp Inc.
|
|
·
|
Eagle
Bancorp, Inc.
|
·
|
Severn
Bancorp, Inc.
|
|
·
|
First
of Long Island Corp.
|
·
|
Shore
Bancshares Inc.
|
|
·
|
Jeffersonville
Bancorp
|
·
|
VSB
Bancorp Inc.
|
|
·
|
Peapack-Gladstone
Financial Corporation
|
·
|
Beverly
National Corporation
|
·
|
Patriot
National Bancorp, Inc.
|
|
·
|
Brooklyn
Federal Bancorp, Inc.
|
·
|
Peapack-Gladstone
Financial Corporation
|
|
·
|
Calvin
B. Taylor Bankshares, Inc.
|
· | Severn Bancorp, Inc. | |
·
|
Carver
Bancorp, Inc.
|
·
|
Shore
Bancshares Inc.
|
|
·
|
Central
Valley Community Bancorp
|
·
|
Smithtown
Bancorp, Inc
|
|
·
|
Eagle
Bancorp Inc.
|
·
|
State
Bancorp, Inc
|
|
·
|
1st
Constitution Bancorp
|
·
|
Suffolk
Bancorp
|
|
·
|
First
of Long Island Corporation
|
·
|
Temecula
Valley Bancorp Inc.
|
|
·
|
Jeffersonville
Bancorp
|
·
|
VSB
Bancorp
|
|
·
|
Pamrapo
Bancorp, Inc.
|
|||
|
·
|
Base
salary
|
|
·
|
Short
term incentive program
|
|
·
|
Long
term equity incentive compensation
|
|
·
|
Retirement
and other benefits
|
|
·
|
Perquisites
and other personal benefits.
|
THE
COMPENSATION COMMITTEE
|
|
R.Timothy
Maran, Chairperson
|
|
Thomas
Halsey
|
|
Marcia
Hefter
|
|
Raymond
Wesnofske
|
(a)
|
(b)
|
(c)
|
(d)
|
(e)
|
(f)
|
(g)
|
(h)
|
(i)
|
(j)
|
Name
and Principal Position
|
Year
|
Salary
(1)
|
Bonus
|
Stock
Awards
(2)
|
Option
Awards
(3)
|
Non-Equity
Incentive Plan Compen-
sation
(4)
|
Change
in Pension
Value
and Nonqualified Deferred Compen-
sation
Earnings
(5)
|
All
Other Compensation (6)
|
Total
|
Thomas
J. Tobin
President
Emeritus and Special Advisor to the Board
|
2007
2006
|
$317,739
$309,231
|
N/A
N/A
|
$18,922
$12,741
|
$5,692
$5,214
|
$256,742
$105,111
|
$137,972
$203,518
|
$26,643
$37,283
|
$763,710
$673,098
|
Kevin
M. O’Connor
President
& Chief
Executive
Officer
|
2007
|
$57,692(7)
|
N/A
|
$6,125
|
-
|
$33,128(8)
|
-
|
$4,691
|
$101,636
|
Howard
H. Nolan
Senior
Executive
Vice
President &
Chief
Administrative and Financial Officer
|
2007
2006
|
$215,280
$96,154(10)
|
N/A
N/A
|
$22,281
$1,346
|
$4,646
$5,127
|
$113,379(9)
$26,317
|
$2,328
-
|
$25,875
$16,472
|
$383,789
$145,416
|
Janet
T. Verneuille
Executive
Vice
President
&
Chief
Financial Officer
|
2007
2006
|
$64,675(11)
$174,423
|
N/A
N/A
|
-
$5,627
|
-
$5,127
|
-
$38,321
|
-
$30,719
|
$3,077
$16,556
|
$67,752
$270,773
|
(1)
|
Includes
salary deferred at the election of the Named Executive Officers (such as
deferred salary under the Company’s 401(k)
Plan).
|
(2)
|
Represents
the dollar amount recognized for financial statement reporting purposes
for the fiscal years ended December 31, 2007 and 2006 in accordance with
SFAS 123(R) of awards granted pursuant to the stock-based incentive plans
and thus may include amounts from awards granted in and prior to
2006. Assumptions used in the calculation of these amounts are
included in footnote 9 to the Company’s audited financial statements for
the fiscal year ended December 31, 2007, included in the Company’s Annual
Report on Form 10-K filed with the Securities and Exchange
Commission.
|
(3)
|
Represents
the dollar amount recognized for financial statement reporting purposes
for the fiscal years ended December 31, 2007 and 2006 in accordance with
SFAS 123(R) of options granted pursuant to the 2006 Stock-Based Incentive
Plan and includes amounts from options granted in
2006. Assumptions used in the calculation of these amounts are
included in footnote 9 to the Company’s audited financial statements for
the fiscal year ended December 31, 2007, included in the Company’s Annual
Report on Form 10-K filed with the Securities and Exchange
Commission.
|
(4)
|
The
amounts represent cash awards to the Named Executive Officers under the
short term incentive plan.
|
(5)
|
Based
on the same assumptions used for financial reporting purposes under
generally accepted accounting principles for 2007. Reflects
change in Pension Value only.
|
(6)
|
Includes,
among other things, Company contributions on behalf of the Named Executive
Officers to the 401(k) Plan; director’s fees paid by the Company; and
specified premiums paid by the Company on certain insurance arrangements
on behalf of other executive
officers.
|
(7)
|
Mr.
O’Connor’s employment agreement with the Company began on October 9, 2007.
His base salary for 2007 was
$300,000.
|
(8)
|
Excludes
$8,282 earned under the non-equity incentive plan which was converted into
471 shares of restricted stock having a market value of $10,362. These
restricted shares were granted on January 29, 2008 and vest over five
years, one third vesting in each of years 3, 4 and
5.
|
(9)
|
Excludes
$28,345 earned under the non-equity incentive plan which was converted
into 1,611 shares of restricted stock having a market value of $35,442.
These restricted shares were granted on January 29, 2008 and vest over
five years, one third vesting in each of years 3, 4 and
5.
|
(10)
|
Mr.
Nolan’s employment with the Company began on June 26,
2006. Prior to June 26, 2006, Mr. Nolan served as an outside
Director and received Directors fees for that service. Mr.
Nolan’s base salary for 2006 was
$200,000.
|
(11)
|
Ms.
Verneuille resigned from the Company on April 4,
2007.
|
|
·
|
If
the termination of employment occurs prior to January 1, 2008, a cash lump
sum payment equal to the base salary he would have earned through December
31, 2008 and the continuation of insurance coverage for that
period;
|
|
·
|
If
the termination occurs on or after January 1, 2008 but prior to January 1,
2009, a cash lump sum payment equal to one half of his base salary and the
continuation of insurance coverage for six months;
and
|
|
·
|
If
the termination occurs on or after January 1, 2009, a cash lump sum
payment equal to twenty-four months base salary and the continuation of
insurance coverage for twenty-four
months.
|
|
·
|
Three
times his taxable income for the calendar year preceding the change in
control;
|
|
·
|
Insurance
coverage for three years following a termination of employment;
and
|
|
·
|
Reimbursement
for any excise taxes due on such payments and for the taxes due on such
reimbursement.
|
|
·
|
The
failure to re-appoint Mr. Nolan to his current officer position, or the
failure to appoint him to the Board of Directors or re-nominate him for
election to the Board of Directors;
|
|
·
|
A
material change in Mr. Nolan’s functions, duties or responsibilities which
would cause his position to become one of lesser responsibility,
importance or scope;
|
|
·
|
A
liquidation or dissolution of the Bank or the
Company;
|
|
·
|
A
material breach of the employment agreement by the Bank or the Company
which has not been cured within 30 days;
or
|
|
·
|
The
relocation of his principal place of employment outside of Southampton,
East Hampton, Shelter Island, Southold or
Riverhead.
|
|
·
|
A
lump sum cash payment equal to the greater of (i) the salary he would have
earned if he had continued working for the Bank for the remainder of such
initial eighteen-month period, or (ii) one-half of his annual salary;
and
|
|
·
|
Continued
group health and medical benefits for the greater of six months or the
remainder of such initial eighteen-month
period.
|
·
|
A
lump sum cash payment equal to the greater of (i) the salary he would have
earned if he had continued working for the Bank for the remainder of the
initial thirty-six month term, or (ii) one-half of his annual salary;
and
|
·
|
Continued
group health and medical benefits for the greater of six months or the
remainder of the initial thirty-six month
term.
|
|
·
|
A
lump sum payment equal to 2.99 times Mr. Nolan’s “base amount” of
compensation as determined under Section 280G of the Internal Revenue
Code, provided that for purposes of such computations, Mr. Nolan’s “base
period” under Code Section 280G shall be deemed to commence at the
effective date of his employment agreement;
and
|
|
·
|
Continued
group health and medical benefits for thirty-six months following
termination of employment.
|
|
·
|
Payments
under the Bank sponsored disability program;
and
|
|
·
|
A
supplemental payment for twenty-four months in an amount that, when
combined with payments under the above disability insurance program, will
equal Mr. Nolan’s monthly rate of salary prior to his termination of
employment; and
|
|
·
|
Continued
health and medical insurance benefits for twenty-four
months.
|
(a)
|
(b)
|
(c)
|
(d)
|
(e)
|
(f)
|
(g)
|
(h)
|
(i)
|
(j)
|
|||||||||||||||||||
Estimated Future Payouts Under
Non-equity Incentive Plan Awards (1)(2)
|
||||||||||||||||||||||||||||
Name
|
Grant
Date
|
Threshold
($)
|
Target
($)
|
Maximum
($)
|
All other stock
awards: number of shares or units (#) (3)
|
All
other option awards: Number of securities underlying options
(#)
|
Exercise
or base price of option awards
|
Grant
date fair value of stock options
|
Grant date fair value of stock
awards (4)
|
|||||||||||||||||||
T.
Tobin
|
01/22/07
|
$ | 72,000 | $ | 144,000 | $ | 288,000 | |||||||||||||||||||||
K.
O’Connor
|
10/9/07
|
$ | 15,350 | $ | 30,700 | $ | 61,400 | |||||||||||||||||||||
10/9/07
|
- | - | - | 5,000 | $ | 24.50 | $ | 122,500 | ||||||||||||||||||||
H.
Nolan
|
01/22/07
|
$ | 38,500 | $ | 77,000 | $ | 154,000 | |||||||||||||||||||||
10/9/07
|
- | - | - | 5,000 | $ | 24.50 | $ | 122,500 | ||||||||||||||||||||
J.
Verneuille
|
01/22/07
|
$ | 27,750 | $ | 55,500 | $ | 111,000 |
(1)
|
Amounts
shown in column (c) reflect the minimum payout level under the Company’s
Short-Term Incentive Plan which is 50% of the target amount shown in
column (d). The amount shown in column (e) is 200% of such
target amount. These amounts are based on the individual’s 2007
salary and position.
|
(2)
|
Mr.
O’Connor was hired as the President and Chief Executive Officer designee
in October 2007; therefore under the Company’s Short-Term Incentive Plan
the amounts shown are pro-rated from his hire
date.
|
(3)
|
The
amounts shown in column (f) reflect the number of shares of restricted
stock granted to the NEO pursuant to the Company’s 2006 Stock-Based
Incentive Plan.
|
(4)
|
The
amounts included in column (j) reflect the full grant date fair value of
the awards calculated in accordance with SFAS 123(R). See
footnote 9 to the Company’s audited financial statements for fiscal year
ended December 31, 2007, included in the Company’s Annual Report on Form
10-K.
|
(a)
|
(b)
|
(c)
|
(d)
|
(e)
|
(f)
|
(g)
|
|||||||||||||||||||
Option
Awards
|
Stock
Awards
|
||||||||||||||||||||||||
Name
|
Number
of securities underlying unexercised options exercisable
|
Number
of securities underlying unexercised options unexercisable
(4)
|
Option
Exercise price
($)
|
Option
Expiration Date
|
Number
of shares or units of stock that have not vested
|
Market
Value of shares or units of stock that have not vested
(1)($)
|
|||||||||||||||||||
T.
Tobin
|
9,182 | - | 14.6667 |
1/19/2009
|
90 | (2 | ) | $ | 2,187 | ||||||||||||||||
6,000 | - | 12.5333 |
1/16/2012
|
1,334 | (3 | ) | $ | 32,416 | |||||||||||||||||
6,000 | - | 15.4667 |
1/15/2013
|
||||||||||||||||||||||
3,000 | - | 24.0000 |
1/21/2014
|
||||||||||||||||||||||
750 | - | 30.6000 |
1/21/2015
|
||||||||||||||||||||||
2,132 | 3,202 | 25.2500 |
11/27/2016
|
||||||||||||||||||||||
K.
O’Connor
|
- | - | - | 5,000 | (5 | ) | $ | 121,500 | |||||||||||||||||
H.
Nolan
|
300 | - | 24.0000 |
1/21/2014
|
1,333 | (3 | ) | $ | 32,392 | ||||||||||||||||
75 | - | 30.6000 |
1/21/2015
|
5,000 | (5 | ) | $ | 121,500 | |||||||||||||||||
2,132 | 3,201 | 25.2500 |
11/27/2016
|
(1)
|
Amounts
based on closing price of our Common Stock as of December 29, 2007
($24.30), as reported on the
NASDAQ®.
|
(2)
|
Restricted
stock vested on January 14, 2008.
|
(3)
|
Restricted
stock vests on December 31, 2008.
|
(4)
|
The
remaining unvested stock options vest ratably over four years beginning
December 31, 2007.
|
(5)
|
Restricted
stock vests over five years; one third on October 9, 2010, one third on
October 9, 2011 and one third on October 9,
2012
|
(a)
|
(b)
|
(c)
|
(d)
|
(e)
|
||||||||||||
Option
Awards
|
Stock
Awards
|
|||||||||||||||
Name
|
Number
of Shares acquired on exercise
|
Value
realized on exercise
|
Number
of Shares acquired on vesting
|
Value
Realized on vesting
|
||||||||||||
T.
Tobin
|
- | - | 450 | $ | 10,980 | |||||||||||
K.
O’Connor
|
- | - | - | - | ||||||||||||
H.
Nolan
|
- | - | - | - | ||||||||||||
J.
Verneuille
|
6,750 | $ | 63,203 | 169 | $ | 4,124 |
(a)
|
(b)
|
(c)
|
(d)
|
(e)
|
||||||||||
Name
|
Plan
Name
|
Number
of years
credited
service
|
Present
value of
accumulated
benefit
|
Payments
during
Last
Fiscal Year
|
||||||||||
T.
Tobin
|
New
York State Bankers Retirement Plan
|
22.1667 | $ | 563,066 | - | |||||||||
T.
Tobin
|
Supplemental
Executive Retirement Plan
|
22.4167 | $ | 1,027,678 | - | |||||||||
H.
Nolan
|
New
York State Bankers Retirement Plan
|
0.2500 | $ | 1,020 | - | |||||||||
H.
Nolan
|
Supplemental
Executive Retirement Plan
|
0.5000 | $ | 1,308 | - | |||||||||
J.
Verneuille
|
New
York State Bankers Retirement Plan
|
14.4167 | $ | 146,699 | - | |||||||||
J.
Verneuille
|
Supplemental
Executive Retirement Plan
|
14.4167 | - | $ | 17,203 |
(a)
|
(b)
|
(c)
|
(d)
|
(e)
|
(f)
|
|||||||||||||||
Name
|
Executive
Contributions in Last Fiscal Year
|
Registrant
Contributions in Last Fiscal Year
|
Aggregate
Earnings in Last Fiscal Year
|
Aggregate
Withdrawals/
Distributions
|
Aggregate
Balance at Last Fiscal Year End
|
|||||||||||||||
T.
Tobin
|
- | $ | 6,650 | $ | 5,121 | - | $ | 80,653 | ||||||||||||
H.
Nolan
|
- | $ | 981 | $ | (36 | ) | - | $ | 945 | |||||||||||
J.
Verneuille
|
- | - | $ | 60 | $ | 31,824 | - |
Involuntary
Termination
|
Involuntary
Termination after Change in Control
|
Disability
|
Death
|
|||||||||||||
Kevin
M. O’Connor
|
||||||||||||||||
2006
Stock Based Incentive Plan
|
- | $ | 121,500 | (1) | $ | 121,500 | (1) | $ | 121,500 | (1) | ||||||
Employment
Agreement
|
$ | 312,848 | (2) | $ | 1,373,966 | (3) | $ | 625,696 | (4) | - | ||||||
Thomas
J. Tobin
|
||||||||||||||||
2006
Stock Based Incentive Plan
|
- | $ | 34,603 | (5) | $ | 34,603 | (5) | $ | 34,603 | (5) | ||||||
Employment
Agreement
|
$ | 712,370 | (6) | $ | 712,370 | $ | 640,000 | (7) | - | |||||||
Howard
H. Nolan
|
||||||||||||||||
2006
Stock Based Incentive Plan
|
- | $ | 153,892 | (8) | $ | 153,892 | (8) | $ | 153,892 | (8) | ||||||
Employment
Agreement
|
$ | 349,272 | (9) | $ | 609,446 | (10) | $ | 465,696 | (11) | - |
(1)
|
This
amount represents 5,000 unvested restricted stock awards that were granted
to Mr. O’Connor. Unvested awards fully vest upon death,
disability, a change in control of the Bank or Company, and retirement
following the attainment of age 65. As of December 31, 2007,
Mr. O’Connor was 45 years of age, and not eligible for
retirement. The shares were valued at $24.30 per share on
December 31, 2007.
|
(2)
|
This
amount represents the sum of (i) Mr. O’Connor’s 2007 base salary of
$300,000, and (ii) Bank contributions to continued health and medical
coverage for 12 months. Amounts payable by the Bank on an event
of termination or a voluntary resignation following a change in control of
the Bank are subject to a one year non-compete restriction and his
agreement not to disclose any confidential
information.
|
(3)
|
In
the event of a change in control, Mr. O’Connor is entitled to receive a
lump sum payment equal to three times his annual compensation for the last
taxable year immediately preceding the change in control. Mr.
O’Connor’s employment commenced in October 2007 and he therefore earned no
compensation from the bank during 2006. However, for purposes
of illustration severance payments to Mr. O’Connor have been computed on
the basis of Mr. O’Connor’s annualized 2007 compensation. The
amount includes the value of continued health care coverage for a period
of 36 months, and an excise tax indemnification payment of approximately
$380,000.
|
(4)
|
In
the event of his disability, Mr. O’Connor will receive his after-tax base
salary and continued health and medical coverage for 2 years, less amounts
payable under any disability programs. This amount represents
the total payments and benefits that Mr. O’Connor would receive for such
2-year period, without reduction for taxes or amounts payable under any
disability programs.
|
(5)
|
This
amount represents 1,424 unvested restricted stock awards that were granted
to Mr. Tobin. Unvested awards fully vest upon death,
disability, a change in control of the Bank or Company, and retirement
following the attainment of age 65. As of December 31, 2007,
Mr. Tobin was 63 years of age, and not eligible for
retirement. The shares were valued at $24.30 per share on
December 31, 2007. Amount excludes the value of all unvested
stock options where the exercise price exceeds $24.30 per
share.
|
(6)
|
This
amount represents the sum of (i) Mr. Tobin’s 2007 monthly base salary of
$26,667 for a period of 26 months, and (ii) monthly Bank contributions to
continued health and medical coverage for a period of 26 months, each of
which are payable upon Mr. Tobin’s involuntary termination of employment
through the end of the term of Mr. Tobin’s employment agreement in March
2010. Amounts payable by the Bank on an event of termination or
a voluntary resignation following a change in control of the Bank are
subject to a two year non-compete restriction and his agreement not to
disclose any confidential
information.
|
(7)
|
In
the event of his disability, Mr. Tobin will receive his base salary for 2
years, less amounts payable under any disability programs. This
amount represents the total payments and benefits that Mr. Tobin would
receive for such 2-year period, without reduction for amounts payable
under any disability programs.
|
(8)
|
This
amount represents 1,333 unvested restricted stock awards that were granted
to Mr. Nolan in November 2006 and 5,000 unvested restricted stock awards
that were granted to Mr. Nolan in October 2007. Unvested awards
fully vest upon death, disability, a change in control of the Bank or
Company, and retirement following the attainment of age 65. As
of December 31, 2007, Mr. Nolan was 47 years of age. The shares
were valued at $24.30 per share on December 31, 2007. Amount
excludes the value of all unvested stock options where the exercise price
exceeds $24.30 per share.
|
(9)
|
This
amount represents the sum of (i) the greater of Mr. Nolan’s base salary
for the remainder of the employment period, or 1/2 of his 2007 base salary
of $220,000, and (ii) Bank contribution to continued health and medical
coverage for the greater of 6 months or the remainder of the employment
period. Amounts payable by the Bank on an event of termination
or a change in control of the Bank are subject to a one year non-compete
and non-solicitation restriction.
|
(10)
|
In
the event of a change in control, Mr. Nolan is entitled to 2.99 times his
“base amount” of compensation under Code Section 280G, computed as if Mr.
Nolan’s “base period” under Code Section 280G commenced on the effective
date of his employment agreement.
|
(11)
|
In
the event of his disability, Mr. Nolan will receive his base salary and
continued health and medical coverage for 2 years, less amounts payable
under any disability programs. This amount represents the total
payments and benefits that Mr. Nolan would receive for such 2-year period,
without reduction for amounts payable under any disability
programs.
|
(a)
|
(b)
|
(c)
|
(d)
|
(e)
|
(f)
|
(g)
|
||||||||||||||||||
Name
(1)
|
Fees
Earned or Paid in Cash
($)
|
Stock
Awards
($)
|
Option
Awards
($)
(2)
|
Change
in
Pension
Value
and
Deferred
Compensation
Earnings
($)
|
All
Other
Compensation
($)
|
Total
($)
|
||||||||||||||||||
Thomas
E. Halsey
|
$ | 24,700 | - | - | - | - | $ | 24,700 | ||||||||||||||||
Marcia
Z. Hefter
|
$ | 22,200 | - | - | - | - | $ | 22,200 | ||||||||||||||||
R.
Timothy Maran
|
$ | 18,800 | - | - | - | - | $ | 18,800 | ||||||||||||||||
Charles
I. Massoud
|
$ | 19,800 | - | - | - | - | $ | 19,800 | ||||||||||||||||
Dennis
A. Suskind
|
$ | 22,000 | - | - | - | - | $ | 22,000 | ||||||||||||||||
Raymond
Wesnofske
|
$ | 25,100 | - | - | - | - | $ | 25,100 |
(1)
|
Kevin
M. O’Connor, the Company’s President and Chief Executive Officer, Thomas
J. Tobin, President Emeritus, and Howard H. Nolan, the Company’s Senior
Executive Vice President and Chief Administrative and Financial Officer,
are not included in this table as they are employees of the
Company. The compensation received by Messrs. O’Connor, Tobin
and Nolan are shown in the Summary Compensation
Table.
|
(2)
|
Option
awards have been granted and are outstanding to the Directors in the
following amounts: Thomas E. Halsey has 1,575 option awards,
Marcia Z. Hefter has 1,575 option awards, R. Timothy Maran has 1,575
option awards, Charles I. Massoud has 975 option awards, Dennis A. Suskind
has 975 option awards and Raymond Wesnofske has 1,575 option
awards.
|
1.
|
Call
toll
free 1-866-242-2716 on a touch-tone phone.
There is NO CHARGE to you
for
this call.
|
2.
|
Via the Internet at
https://www.proxyvotenow.com/bdge and follow the
instructions.
|
3.
|
Mark,
sign and date your proxy card and returnit promptly
in the enclosed envelope.
|
Annual
Meeting of Shareholders
APRIL
25, 2008
|
Revocable
Proxy
BRIDGE
BANCORP, INC.
|
Please mark as
Indicated
in this
example
|
S
|
1.
|
ELECTION
OF DIRECTORS (except as marked to the contrary below):
Class
C (three year term)
|
|
For
£
|
|
Withold
£
|
|
For All
Except
£
|
|
2.
|
The
ratification of the appointment of Crowe Chizek and Company LLC as the
Independent Registered Public Accounting Firm for the Company for the year
ending December 31, 2008.
|
|
For
£
|
|
Against
£
|
Abstain
£
|
Nominees:
|
||||||
(01)
Kevin M. O'Connor
|
(02)
Thomas J. Tobin
|
(03)
Charles I. Massoud
|
||||
Class A (one year term)
Nominee:
(04) Albert E. McCoy, Jr
|
Class B (two year term)
Nominee:
(05) Emanuel Arturi
|
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE RATIFICATION OF THE APPOINTMENT OF CROWE CHIZEK AND COMPANY LLC AS THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE COMPANY FOR THE YEAR ENDING DECEMBER 31, 2008. | ||||
THE BOARD OF DIRECTORS
RECOMMENDS VOTES "FOR" ALL OF THE NOMINEES.
|
3. | OTHER BUSINESS: | ||||
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. | In their discretion, the Proxies are authorized to vote upon such other business as may properly come before the meeting. |
This
proxy when properly executed will be voted in the manner directed herein
by the undersigned shareholder. If no direction is made, this proxy will
be voted "FOR" Item land "FOR" Item 2.
|
||||||
Mark
here for address change and note change
|
£
|
|||||
Please
be sure to date and sign this proxy in the box below.
|
Date
|
|||||
Shareholder sign above Co-holder (if any) sign above |
Ç
|
*
* * IF YOU WISH TO PROVIDE YOUR INSTRUCTIONS TO VOTE BY TELEPHONE OR
INTERNET, PLEASE READ THE INSTRUCTIONS BELOW * * *
|
Ç
|
Vote
by Telephone
|
Vote
by Internet
|
|
Call
toll-free on a touch-tone phone anytime prior to 3:00 a.m.,
April 25, 2008
|
Anytime
prior to
3:00 a.m., April 25, 2008 go to
|
|
1-866-242-2716
|
https://www.proxyvotenow.com/bdqe
|
|
Your
vote is important!
|