|
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|
*
|
Less than
1%.
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|
|
(1)
|
The mailing
address for each person listed is 31 Boonton Turnpike, Lincoln Park, New
Jersey 07035.
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|
(2)
|
As of
December 31, 2007.
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|
(3)
|
Reflects
initial appointment to the Board of Directors of Lincoln Park Savings and
Loan Association, the predecessor to Lincoln Park Savings Bank. Each director
of Lincoln Park Bancorp is also a director of Lincoln Park Savings Bank and
Lincoln Park Bancorp, MHC, which owns the majority of the issued and
outstanding shares of common stock of Lincoln Park Bancorp.
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|
|
(4)
|
See
definition of beneficial ownership in the table in Voting Securities and
Principal Holders Thereof. None of the shares are pledged as collateral.
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|
|
(5)
|
Includes
1,631 unvested shares of restricted stock and 2,721 stock options.
|
|
|
(6)
|
Includes
2,031 unvested shares of restricted stock and 2,721 stock options.
|
|
|
(7)
|
Includes
2,571 unvested shares of restricted stock, 2,642 stock options, and 508
shares allocated under the ESOP for Ms. Mallya.
|
|
|
(8)
|
Includes
2,571 unvested shares of restricted stock, 2,642 stock options and 577 shares
allocated under the ESOP for Ms. Shaw.
|
|
|
(9)
|
Includes
1,121 shares of common stock allocated to the accounts of executive officers
under the ESOP and excludes the remaining 32,947 shares of common stock, or
1.8% of the common stock outstanding, owned by the ESOP for the benefit of
employees. Under the
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|
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|
terms of the ESOP, shares of common stock allocated to
the account of employees are voted in accordance with instructions of the
respective employees. Unallocated shares of common stock are voted by the
trustee of the employee stock ownership plan.
|
The
principal occupation during the past five years of each director and executive
officer of Lincoln Park Bancorp is set forth below. All directors and executive
officers have held their present positions for five years unless otherwise
stated.
Directors:
David
G. Baker
has served as the President and Chief
Executive Officer of Lincoln Park Bancorp and Lincoln Park Savings since
October 1, 2006. Mr. Baker is also a part owner of Lincoln Park Hardware, a
family owned hardware store located in Lincoln Park. Mr. Baker served as
Mayor/Chief Administrative Official of the Borough of Lincoln Park from 1994 through
2006.
John
F. Feeney
is a partner in the law firm of Feeney &
Dixon, L.L.P. located in Pompton Plains, New Jersey. Mr. Feeneys law firm
serves as counsel for Lincoln Park Savings and Lincoln Park Bancorp.
Henry
C. Fitschen
has been a public accountant in his own
practice in North Bergen, New Jersey for 38 years doing business as Henry
Fitschen PA. Mr. Fitschen also served as Director of Recreation for his home
town of Saddle Brook from 1989 to 2001, and is a 100% owner of Nicole Realty
Corp.
Edith
M. Perrotti
is retired. From July 10 to September 30,
2006, Ms. Perrotti served as the Interim President and Chief Executive Officer
of Lincoln Park Bancorp and Lincoln Park Savings. She served as Senior Vice
President of Lincoln Park Savings from 1986 until 1999. Prior to that time, Ms.
Perrotti served for Orange Savings Bank for 27 years in various positions with
increasing levels of responsibilities in branch operations.
Stanford
Stoller
is the Chairman of the Board of Directors. He
has been employed by the IBM Corporation since 1968 in various capacities. He
is currently a Principal Consultant in the Insurance Industry Sector of IBM.
William
H. Weisbrod
served as the Vice Chairman of the Board
until his resignation effective as of June 30, 2007. He currently serves as an
advisory director. He has been a Senior Vice President-Investments with
Wachovia Securities, Wayne, New Jersey office since April 2005. Prior to that
time, Mr. Weisbrod was a Senior Vice President/Financial Consultant with Smith
Barney from 1998 to 2005, a Senior Vice President with Merrill Lynch from 1980
to 1998 and an account executive with Bache Halsey Stuart Shields from 1975 to
1980.
Executive Officers Who Are Not Directors:
Nandini
S. Mallya
has served as Vice President and Treasurer
in charge of the accounting department of Lincoln Park Savings since March
1997, and was appointed Chief Financial Officer as of January 1, 2007.
Previously, Ms. Mallya worked from 1986 to 1997 in controller and accounting
manager positions for Panasia Bank in Fort Lee, New Jersey, Urban National Bank
in Franklin Lakes, New Jersey and Alexander Hamilton Savings and Loan
Association in Pompton Plains, New Jersey.
Nancy
M. Shaw
has served as Vice President responsible for
lending, marketing and compliance of Lincoln Park Savings since April 2000. Ms.
Shaw was appointed Corporate Secretary of Lincoln Park Savings in May 2004, and
previously served as Assistant Secretary. Prior to joining Lincoln Park Savings
in April 2000, Ms. Shaw was a Vice President-Consumer Loan Officer with
Lakeland Bank of Oak Ridge, New Jersey and Metropolitan State Bank of
Montville, New Jersey from 1992 to 2000. In addition, Ms. Shaw served in
various lending positions in two other banks from 1978 to 1992.
Board Independence
The Board
of Directors consists of a majority of independent directors within the
meaning of the Nasdaq corporate governance listing standards. The Board of
Directors of Lincoln Park Bancorp has determined that directors Feeney,
Perrotti, Fitschen and Stoller are each independent within the meaning of the
Nasdaq corporate governance listing standards (except that Mr. Feeney is not
considered independent for purposes of the Audit Committee). Mr. Baker is not
considered independent because he is an executive officer of Lincoln Park
Bancorp.
4
The Board of Directors has adopted a policy that the independent
directors of the board shall meet in executive sessions periodically, which meetings
may be held in conjunction with regularly scheduled board meetings. In
determining the independence of the directors listed above, the Board of
Directors reviewed the following transactions, which are not required to be
reported under Transactions With Certain Related Persons:
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·
|
Loans
to Director Stoller as of December 31, 2007 as follows: home mortgage loan in
the amount of $71,384; and an home equity line of credit in the amount of
$75,000 with no outstanding balance on 12/31/2007.
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|
|
|
|
·
|
Loans
to Director Perrotti as of December 31, 2007 as follows: home mortgages in
the amount of $276,707; home equity loans in the amounts of $228,350,
$11,154, $243,720, and $37,600; and credit line loan in the amount of $46,300
with $11,154 outstanding on 12/31/2007.
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|
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|
·
|
Legal
fees paid to the firm of Feeney & Dixon, L.L.P., of which Director Feeney
is a partner, which did not exceed $33,062.
|
Meetings and Committees of the Board of
Directors
The
business of Lincoln Park Bancorp is conducted at regular and special meetings
of the full Board of Directors and its standing committees. The Board of
Directors has established audit, compensation and nominating committees. The
Board of Directors of Lincoln Park Bancorp held 24 regular meetings and no
special meetings during the year ended December 31, 2007. No director of
Lincoln Park Bancorp attended fewer than 75% in the aggregate of the total
number of board meetings held and the total number of committee meetings on
which he or she served during fiscal 2007.
Audit
Committee
.
The audit committee consists of
directors Fitschen, who serves as chairman, Stoller and Perrotti. The audit
committee meets as needed. The audit committee meets with the internal auditor
to review audit programs and the results of audits of specific areas as well as
other regulatory compliance issues. In addition, the audit committee meets with
the independent certified public accountants on a quarterly basis to discuss
the results of operations and on an annual basis to review the results of the
annual audit and other related matters. Each member of the audit committee is
independent as defined in the Nasdaq corporate governance listing standards.
Based on its review of the criteria of an audit committee financial expert
under the rules adopted by the SEC, the Board of Directors does not believe
that any member of the Audit Committee qualifies as an audit committee
financial expert. Lincoln Park Bancorps Board of Directors has adopted a
written charter for the audit committee, which is available on Lincoln Park
Bancorps website
www.lincolnparksavings.com
. The audit committee of Lincoln
Park Bancorp met five times during the fiscal year ended December 31, 2007.
Compensation
Committee
.
The Board of Directors has appointed a compensation committee, which is
currently comprised of directors Perrotti(Chairman),Stoller and
Feeney. Each member of the compensation committee is considered
independent as defined in the Nasdaq corporate governance listing standards.The
compensation committee is responsible for recommending to the full Board the
compensation of the chief executive officer and senior management, reviewing
and administering overall compensation policy, including setting performance
measures and goals, approving benefit programs, establishing compensation of
the Board of Directors and other matters of personnel policy. The compensation
committee of Lincoln Park Bancorp met four times during 2007.
Nominating
Committee
.
The nominating committee of Lincoln
Park Bancorp consists of directors Feeney (Chairman), Stoller, and Perrotti.
Each member of the nominating committee is considered independent as defined
in the Nasdaq corporate governance listing standards. The Board of Directors of Lincoln Park
Bancorp has adopted a written charter for the nominating committee, which is
available on Lincoln Park Bancorps website at www.lincolnparksavings.com. The
nominating committee of Lincoln Park Bancorp met two times during 2007.
5
The
functions of the nominating committee include the following:
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|
·
|
leading the
search for individuals qualified to become members of the Board of Directors
and to select director nominees to be presented for stockholder approval;
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|
|
|
·
|
developing
and recommending to the Board of Directors other specific criteria not
specified in its charter for the selection of individuals to be considered
for election or re-election to the Board of Directors;
|
|
|
|
|
·
|
adopting
procedures for the submission of recommendations by stockholders for nominees
for the Board of Directors; and
|
|
|
|
|
·
|
annual
review of the adequacy of its charter and recommending any proposed changes
to the Board of Directors.
|
The
nominating 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 Lincoln Park Bancorps 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. In addition, the nominating committee is authorized by its
charter to engage a third party to assist in the identification of director
nominees. The nominating committee would seek to identify a candidate who, at a
minimum, satisfies the following criteria:
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|
·
|
the highest
personal and professional ethics and integrity and whose values are
compatible with Lincoln Park Bancorps values;
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|
|
·
|
experience
and achievements that have given them the ability to exercise and develop
good business judgment;
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|
|
·
|
a
willingness to devote the necessary time to the work of the Board of Directors
and its committees, which includes being available for board and committee
meetings;
|
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|
|
|
·
|
a
familiarity with the communities in which Lincoln Park Bancorp operates
and/or is actively engaged in community activities;
|
|
|
|
|
·
|
involvement
in other activities or interests that do not create a conflict with their
responsibilities to Lincoln Park Bancorp and its stockholders; and
|
|
|
|
|
·
|
the capacity
and desire to represent the balanced, best interests of the stockholders of
Lincoln Park Bancorp as a group, and not primarily a special interest group
or constituency.
|
The
nominating committee will also take into account whether a candidate satisfies
the criteria for independence under the Nasdaq corporate governance listing
standards.
Procedures
for the Nomination of Directors by Stockholders.
The
nominating committee has adopted procedures for the submission of director
nominees by stockholders of Lincoln Park Bancorp. If a determination is made
that an additional candidate is needed for the Board of Directors, the
nominating committee will consider candidates submitted by Lincoln Park
Bancorps stockholders. Stockholders can submit the names of qualified
candidates for director by writing to the Corporate Secretary of Lincoln Park Bancorp
at 31 Boonton Turnpike, Lincoln Park, New Jersey 07035. The secretary must
receive a submission not less than ninety (90) days prior to the date of
Lincoln Park Bancorps proxy materials for the preceding years Annual Meeting.
The submission must include the following information:
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|
·
|
a statement
that the writer is a stockholder and is proposing a candidate for
consideration by the committee;
|
6
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|
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|
·
|
the name and
address of the stockholder as they appear on Lincoln Park Bancorps books,
and number of shares of Lincoln Park Bancorps common stock that are owned
beneficially by such stockholder (if the stockholder is not a holder of
record, appropriate evidence of the stockholders ownership will be
required);
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|
|
·
|
the name,
address and contact information for the candidate, and the number of shares
of common stock of Lincoln Park Bancorp that are owned by the candidate (if
the candidate is not a holder of record, appropriate evidence of the
stockholders ownership should be provided);
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|
·
|
a statement
of the candidates business and educational experience;
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|
·
|
such other
information regarding the candidate as would be required to be included in
the proxy statement pursuant to SEC Regulation 14A;
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|
·
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a statement
detailing any relationship between the candidate and any customer, supplier
or competitor of Lincoln Park Bancorp;
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·
|
detailed
information about any relationship or understanding between the proposing
stockholder and the candidate; and
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|
·
|
a statement
that the candidate is willing to be considered and willing to serve as a
Director if nominated and elected.
|
There
have been no material changes to these procedures since they were previously
disclosed in the proxy statement for our 2007 annual meeting of stockholders.
A
nomination submitted by a stockholder for presentation by the stockholder at an
Annual Meeting of stockholders of Lincoln Park Bancorp must comply with the
procedural and informational requirements described in Lincoln Park Bancorps
bylaws.
Stockholder
Communications with the Board of Directors.
A Lincoln Park Bancorp stockholder who wants
to communicate with the Board or with any individual Director should write to:
Lincoln Park Bancorp
Corporate Secretary
Attention: Board Administration
31 Boonton Turnpike
Lincoln Park, NJ 07035
The
letter should indicate that the author is a Lincoln Park Bancorp stockholder
and if shares are not held of record, should include appropriate evidence of
stock ownership. Depending on the subject matter, management will:
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|
·
|
Forward the
communication to the Director or Directors to whom it is addressed;
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|
·
|
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
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|
|
·
|
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.
|
At
each Board meeting, a member of management shall present a summary of all
communications received since the last meeting that were not forwarded and make
those communications available to the Directors on request.
7
Audit
Committee Report
The
audit committee of Lincoln Park Bancorp operates under a written charter
adopted by the Board of Directors. The
audit committee charter is available on Lincoln Park Bancorps website at
www.lincolnparksavings.com. The audit
committee of Lincoln Park Bancorp has issued a report which states that it has:
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|
·
|
reviewed and discussed with management and Lincoln
Park Bancorps independent registered public accounting firm, Lincoln Park
Bancorps audited consolidated financial statements for the fiscal year ended
December 31, 2007;
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|
|
·
|
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
|
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|
·
|
received the written disclosures and the letter from
the independent accountants required by Independence Standards Board Standard
No. 1,
Independence
Discussions with Audit Committees
, and have discussed with the
independent accountants their independence from Lincoln Park Bancorp.
|
Based
on the review and discussions referred to above, the audit committee
recommended to the Board of Directors of Lincoln Park Bancorp that the audited
consolidated financial statements be included in Lincoln Park Bancorps annual
report on Form 10-KSB for the fiscal year ended December 31, 2007 and be filed
with the Securities and Exchange Commission.
In addition, the audit committee approved the appointment of Beard
Miller Company LLP, as the independent registered public accounting firm for
Lincoln Park Bancorp for the fiscal year ending December 31, 2008, subject to
the ratification of this appointment by the stockholders of Lincoln Park
Bancorp.
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 Lincoln Park Bancorp specifically
incorporates this report by reference, and shall not otherwise be deemed filed
under such Acts.
This report has
been provided by the audit committee.
Henry Fitschen,
Chairman
Edith Perrotti
Stanford Stoller
Determination
of Executive Compensation
The compensation committee is appointed by the Board
to discharge the Boards responsibilities relating to compensation of the
directors and officers. Each member of
the compensation committee is considered an independent director. The compensation committee operates under a
written charter. The compensation
committee approves corporate goals and objectives relevant to compensation of
the Chief Executive Officer, recommends to the Board incentive plans, and annually
reviews and approves executive officer compensation. The compensation committee reviews the recommendations of the
Chief Executive Officer as to compensation and any other remuneration for all
other officers and employees.
Code of Ethics
The
Board of Directors has adopted a Code of Business Conduct and Ethics that
applies to all of Lincoln Park Bancorps officers, directors and employees, and
a Code of Ethics for the Chief Executive Officer and Senior Financial Officers
(collectively the Codes). The Codes
are intended to promote honest and ethical conduct, full
8
and accurate reporting
and compliance with laws. We have
previously filed a copy of the Code of Ethics with the SEC as an exhibit to our
December 31, 2004 annual report on Form 10-KSB. The Codes are available on Lincoln Park Bancorps website at
www.lincolnparksavings.com
. Amendments
to and waivers from the Code of Ethics will also be disclosed on Lincoln Park
Bancorps website.
Section 16(a) Beneficial Ownership Reporting Compliance
The
common stock of Lincoln Park Bancorp is registered pursuant to Section 12(g) of
the Securities Exchange Act of 1934, as amended. The officers and directors of Lincoln Park Bancorp and beneficial
owners of greater than 10% of the common stock of Lincoln Park Bancorp (10%
beneficial owners) are required to file reports on Forms 3, 4 and 5 with the
Securities and Exchange Commission disclosing beneficial ownership and changes
in beneficial ownership of the common stock of Lincoln Park Bancorp. Securities and Exchange Commission rules
require disclosure in a companys annual Proxy Statement and annual report on
Form 10-KSB of the failure of an officer, director or 10% beneficial owner of
the common stock to file a Form 3, 4 or 5 on a timely basis. Based on Lincoln Park Bancorps review of
such ownership reports, no officer, director or 10% beneficial owner of Lincoln
Park Bancorp failed to file such ownership reports on a timely basis for the
fiscal year ended December 31, 2007, except that on February 8, 2008 Nancy Shaw
and Nandini Mallya each filed a Form 5 reporting a late transaction.
Attendance
at Annual Meetings of Stockholders
Lincoln
Park Bancorp does not have a policy regarding director attendance at annual
meetings of stockholders, although directors are requested to attend these
meetings absent unavoidable scheduling conflicts. All of our directors attended the 2007 annual meeting of
stockholders.
Executive
Compensation
Lincoln
Park Bancorp has not paid any compensation to its executive officers since its
formation. However, Lincoln Park
Bancorp does reimburse Lincoln Park Savings Bank for services performed on
behalf of Lincoln Park Bancorp by its officers. Lincoln Park Bancorp does not presently anticipate paying any
compensation to such persons until it becomes actively involved in the
operation or acquisition of businesses other than Lincoln Park Savings Bank.
Summary
Compensation Table
The
following table shows the compensation of David G. Baker, our principal
executive officer, for services to the company or any of its subsidiaries
during the years ended December 31, 2007 and 2006. We had no other executive officers who earned over $100,000 in
total annual salary and bonus during 2007 or 2006.
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Summary
Compensation Table
|
|
Name
and
Principal
Position
|
|
Year
|
|
Salary
($)
|
|
Bonus
($)
|
|
Stock awards
(1)
($)
|
|
Option awards
(2)
($)
|
|
Non-equity incentive plan compensation ($)
|
|
Non-qualified deferred compensation earnings
($)
|
|
All other
compensation
(3)
($)
|
|
Total
($)
|
|
|
David G. Baker,
President and Chief Executive Officer
|
|
|
2007
|
|
$
|
108,000
|
|
$
|
10,000
|
|
$
|
4,842
|
|
$
|
4,597
|
|
|
|
|
|
|
|
|
|
|
$
|
127,439
|
|
|
|
2006
|
|
$
|
24,947
|
|
$
|
2,077
|
|
$
|
4,905
|
|
$
|
4,165
|
|
|
|
|
|
|
|
$
|
27,136
|
|
$
|
63,230
|
|
|
|
(1)
|
The amounts shown above in the column Stock Awards
reflect the expense recognized for financial statement reporting purposes for
the fiscal years ended December 31, 2007 and 2006, in accordance with FAS
123(R), of restricted stock awards pursuant to the 2005 Stock-Based Incentive
Plan. This may include amounts from
awards granted in and prior to 2007 or 2006.
All stock awards to the named executive officer were made on December
22, 2005. The amounts shown are based
upon the grant date fair value per share of $8.90 and the 545 shares awarded
to Mr. Baker that vested in 2006 and the 544 shares that vested in 2007. Additional information regarding the
calculation of these amounts is included in footnote 12 to the Companys
consolidated financial statements for the fiscal year ended December 31, 2007
included in the Companys Annual Report on Form 10-KSB.
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|
|
(2)
|
The amounts shown above in the column Option
Awards reflect the expense recognized for financial statement reporting
purposes, for the fiscal years ended December 31, 2007 and 2006, in
accordance with FAS 123(R), of stock option awards pursuant to the 2005
Stock-Based Incentive Plan and thus may include amounts from awards granted
in and prior to 2007 or 2006. All option
awards to the named executive
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9
|
|
|
officer were made on December 22, 2005,
and are valued at $3.38 per option, based upon the Black Scholes valuation
model using the following assumptions:
exercise price equal to fair market value of stock of $8.90 on grant
date; dividend yield of 0%; expected volatility rate of 26.23%; risk-free
interest rate of 4.39%; and expected term of 5.0 years. A portion of that value is recorded as
expense over the vesting period applicable to the grant. Additional information regarding the
assumptions used in the calculation of this amount are included in footnote
12 to the Companys consolidated financial statements for the fiscal year
ended December 31, 2007 included in the Companys Annual Report on Form
10-KSB.
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|
|
(3)
|
In 2006,
includes $136 for dividends on unvested stock awards for Mr. Baker, and
directors fees of $27,000.
|
Outstanding
Equity Awards at Year End.
The following table sets forth information with respect to our
outstanding equity awards as of December 31, 2007 for our named executive officers.
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|
Outstanding Equity Awards at Fiscal Year-End
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|
Option awards
|
|
Stock awards
|
|
|
|
|
|
Name
|
|
Number of securities
underlying
unexercised
options (#)
exercisable
(1)
|
|
Number of securities
underlying unexercised
options (#)
unexercisable
(1)
|
|
Equity incentive plan awards: number of securities underlying unexercised earned options
(#)
|
|
Option exercise price ($)
|
|
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 ($)
(2)
|
|
Equity incentive plan awards: number of unearned shares,
units or other rights that have not vested (#)
|
|
Equity incentive plan awards: market or payout value of
unearned shares, units or other rights that have not vested ($)
|
|
|
David G. Baker,
President and Chief Executive Officer
|
|
|
2,721
|
|
|
4,083
|
|
|
|
|
$
|
8.90
|
|
|
12/22/2015
|
|
|
1,632
|
|
$
|
10,853
|
|
|
|
|
|
|
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|
|
(1)
|
All options awards granted to Mr. Baker vest a rate
of 20% per year over 5 years beginning on December 22, 2006, the first
anniversary of the grants.
|
|
|
(2)
|
Based on market value per share of $6.65 on December
31, 2007. All stock awards vest at
the rate of 20% per year over 5 years, beginning on December 22, 2006.
|
Employee Stock Ownership Plan
In
connection with its reorganization and stock offering, Lincoln Park
Savings Bank adopted the Lincoln Park Savings Bank Employee Stock Ownership
Plan (ESOP) for eligible employees of Lincoln Park Bancorp and any subsidiary,
including Lincoln Park Savings Bank.
Employees of Lincoln Park Bancorp and Lincoln Park Savings Bank who have
attained age 21 and who have been credited with at least 1,000 hours of service
during a twelve month period are eligible to participate in the ESOP.
The
ESOP borrowed funds from Lincoln Park Bancorp to purchase 34,068 shares of the
common stock of Lincoln Park Bancorp.
The shares of common stock were purchased with proceeds of a $387,193
loan from Lincoln Park Bancorp. The
loan to the ESOP bears interest at prime and will be repaid principally from
Lincoln Park Savings Banks contributions to the ESOP over a period of twenty
years. The collateral for the loan is
the shares of common stock of Lincoln Park Bancorp purchased by the ESOP. Shares purchased by the ESOP are held in a
suspense account and are released to participants accounts as debt service
payments are made. Shares released from
the ESOP are allocated to each eligible participants ESOP account based on the
ratio of each such participants compensation to the total compensation of all
eligible participants. Forfeitures are
reallocated among remaining participating employees and may reduce any amount
Lincoln Park Bancorp might otherwise have contributed to the ESOP. A participant vests in 100% of his or her
account balance after seven years of credited service. In the case of a change in control, as
defined in the ESOP, which triggers a termination of the ESOP, participants will
become immediately fully vested in their account balances. Benefits are payable upon retirement or
other separation from service. Lincoln
Park Bancorps contributions to the ESOP are not fixed, so benefits payable
under the ESOP cannot be estimated.
10
Stock-Based Incentive Plan
The
Board of Directors has adopted the 2005 Lincoln Park Bancorp Stock-Based
Incentive Plan, to provide officers, employees and directors of Lincoln Park Bancorp or the Bank with
additional incentives to share in the growth and performance of Lincoln Park
Bancorp. The 2005 Plan was approved by
stockholders on December 22, 2005.
The
2005 Plan authorizes the issuance of up to 127,012 shares of Company
common stock pursuant to grants of incentive and non-statutory stock options,
reload options or restricted stock awards, provided that no more than 36,289
shares may be issued as restricted stock awards, and no more than 90,723 shares
may be issued pursuant to exercise of stock options.
Employees
and outside directors of
Lincoln Park Bancorp or its subsidiaries are eligible to receive awards under the 2005 Plan.
The
2005 Plan provides for awards in the form of stock options, reload options
(Reload Options), limited stock appreciation rights (Limited Rights) and
restricted stock awards. Stock options
granted under the 2005 Plan may be either Incentive Stock Options as defined
under Section 422 of the Code or stock options not intended to qualify as such
(non-statutory stock options). A Limited
Right gives the option holder the right, upon a change in control of Lincoln
Park Bancorp or the Bank, to receive the excess of the market value of the
shares represented by the Limited Rights on the date exercised over the
exercise price. The Limited Rights are
generally subject to the same terms and conditions as the stock options. The
Reload Options entitle the option holder, who has delivered shares that he or
she owns as payment of the exercise price for option stock, to a new option to
acquire additional shares equal in amount to the shares he or she has traded
in. Reload Options may also be granted to replace option shares retained by the
employer for payment of the option holders withholding tax. The option price at which additional shares
of stock can be purchased by the option holder through the exercise of a Reload
Option is equal to the market value of the previously owned stock at the time
it was surrendered. The option period
during which the Reload Option may be exercised expires at the same time as
that of the original option that the holder has exercised.
Pursuant
to the 2005 Plan, on December 22, 2005, options to purchase 6,804 shares were
granted to each non-employee director of Lincoln Park Bancorp (5 persons). All such options were granted with an
exercise price of $8.90 per share, the fair market value of the underlying
shares on the date of the award.
Pursuant
to the 2005 Plan, on December 22, 2005, 2,721 shares of restricted stock were
awarded to each non-employee director.
The market value per share of the Common Stock was $8.90 on the date of
the grant, and as of such date the aggregate value of the 2,721 shares awarded
to each outside director was $24,217.
Awards to non-employee directors vest in equal installments at a rate of
20% per year commencing on December 22, 2006.
Awards will be 100% vested upon termination of employment due to death
or disability, or following a change of control. The total value of such shares awarded to all named executive
officers and directors at December 31, 2007 was $17,822.
Set
forth below is information as of December 31, 2007 regarding equity
compensation plans. Other than the
ESOP, Lincoln Park Bancorp does not have any equity compensation plans that
were not approved by its stockholders.
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2
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|
|
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|
|
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Plan
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Number of securities to be
issued upon exercise of
outstanding options and rights
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|
Weighted average
exercise price
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|
Number of securities
remaining available for
issuance under plan
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|
|
|
|
|
|
|
|
|
Equity compensation plans approved
by stockholders
|
|
|
91,225
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(1)
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$
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8.83
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(2)
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|
36,787
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(3)
|
Equity compensation plans not approved by stockholders
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|
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Total
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|
|
91,225
|
(1)
|
$
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8.83
|
(2)
|
|
36,787
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(3)
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|
|
|
|
|
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|
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(1)
|
Includes 21,705 shares of restricted stock and
69,520 options to purchase shares of common stock awarded under the 2005
Plan.
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(2)
|
Relates to 69,520 outstanding stock options.
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11
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(3)
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Includes 13,084 shares of restricted stock available
for future issuance and 23,703 options to purchase shares of common stock
under the 2005 Plan.
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Directors Compensation
The
following table sets forth for the year ended December 31, 2007 certain
information as to the total remuneration we paid to our directors other than
Mr. Baker. Compensation paid to Mr.
Baker for his services as a Director is included in Executive
CompensationSummary Compensation Table.
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Director
Compensation
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Name
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Fees
earned
or paid in
cash
($)
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Stock
awards
(1)
($)
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Option
awards
(2)
($)
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Non-equity
incentive plan
compensation
($)
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Nonqualified
deferred
compensation
earnings
($)
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All
other compensation ($)
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Total
($)
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|
|
|
|
|
|
|
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|
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|
|
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|
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John F. Feeney
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$
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29,500
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|
$
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4,842
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$
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4,597
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|
|
|
|
|
|
|
|
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$
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38,939
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Stanford Stoller
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$
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29,500
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$
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4,842
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|
$
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4,597
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|
|
|
|
|
|
|
|
|
|
$
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38,939
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William H. Weisbrod
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$
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17,500
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$
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4,842
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$
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4,597
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|
|
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|
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$
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26,939
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Edith M. Perrotti
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$
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30,000
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$
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4,842
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$
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4,597
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|
|
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$
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39,439
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Henry Fitschen
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|
$
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8,250
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|
|
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$
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8,250
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|
|
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(1)
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The amounts shown above in the column Stock Awards
reflect the expense recognized for financial statement reporting purposes for
the fiscal year ended December 31, 2007, in accordance with FAS 123(R), of
restricted stock awards pursuant to the 2005 Stock-Based Incentive Plan and
thus may include amounts from awards granted in and prior to 2007. The amounts shown are based upon the grant
date fair value of $8.90 per share and the 544 shares awarded to each
director that vested in 2007.
Additional information regarding the calculation of these amounts is
included in footnote 12 to the Companys consolidated financial statements
for the fiscal year ended December 31, 2007 included in the Companys Annual
Report on Form 10-KSB. At December
31, 2007, each director listed above had 1,631 unvested shares of restricted
stock.
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(2)
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The amounts shown above in the column Option
Awards reflect the expense recognized for financial statement reporting
purposes, for the fiscal year ended December 31, 2007, in accordance with FAS
123(R), of stock option awards pursuant to the 2005 Stock-Based Incentive
Plan and thus may include amounts from awards granted in and prior to
2007. All option awards to the named
directors were made on December 22, 2005, and are valued at $3.38 per option,
based upon the Black Scholes valuation model using the following
assumptions: exercise price equal to
fair market value of stock of $8.90 on grant date; dividend yield of 0%;
expected volatility rate of 26.23%; risk-free interest rate of 4.39%; and
expected term of 5.0 years. A portion
of that value is recorded as expense over the vesting period applicable to
the grant. During 2007, each director
listed above had 1,360 options vest.
At December 31, 2007, each director had 4,083 unvested options. Additional information regarding the
assumptions used in the calculation of this amount are included in footnote
12 to the Companys consolidated financial statements for the fiscal year
ended December 31, 2007 included in the Companys Annual Report on Form
10-KSB.
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Non-employee
members of the audit committee, compensation committee, and executive committee
of Lincoln Park Bancorp receive $500 per committee meeting attended except for
Mr. Fitschen who receives $250.
For
the fiscal year ended December 31, 2007, non-employee members of Lincoln Park
Savings Banks Board of Directors received a fee of $1000 for each board
meeting except for Mr. Fitschen who receives $500, subject to forfeiture of a
portion of board fees of any director who is absent from more than six
meetings.
Stock Benefit Plans.
Following
stockholder approval of the 2005
Plan at Lincoln Park Bancorps special meeting of stockholders in December
2005, each member of the Board of Directors received awards pursuant to the
2005 Plan. For additional information
regarding awards to directors under such plan, see Stock-Based Incentive
Plan.
Director Retirement Plan
.
Lincoln Park
Savings Bank adopted a
director retirement plan, effective March 1, 2006. Members of the board of directors of Lincoln Park Savings Bank
who were serving on the board of
12
directors on the plans effective date and who
have attained their eligible retirement age, which is age 65, and completion of
ten years of service on the board (including years of service prior to the
adoption of the plan) are eligible to receive an annual retirement benefit
equal to $18,000, payable in monthly installments of $1,500, over a payout
period of 120 months. A director who retires or otherwise terminates service
(other than due to death, disability or a change in control), after completing
10 or more years of service but before attaining age 65 will be entitled to the
annual retirement benefit payable on the directors benefit eligibility date
following the directors eligible retirement age. A director who terminates service (other than due to death,
disability or a change in control) before satisfying the ten year of service
requirement is not entitled to any benefit under the plan.
In
the event a director is determined to be disabled, or in the event of the
directors death, the director (or the directors beneficiary) will be entitled
to a disability benefit or a survivors benefit, as the case may be, without consideration
to the directors years of service. If
the directors service is terminated due to disability, the disability benefit
payment will commence on the first day of the month following the month in
which the disability determination is made and will be paid over a 120-month
period. In the event the director dies while receiving the disability benefit
and prior to the completion of all payments due under the Plan, the directors
beneficiary will receive a continuation of the monthly installments for the
remainder of the payout period. In the
event a director dies while serving on the board, the directors beneficiary
will be entitled to a survivor benefit, payable over a 120-month period,
beginning on the first day of the month coincident with or next following the
later of the month in which the director dies or Lincoln Park Savings Bank is
notified of the directors death. In
any case where a director dies after commencement of the annual retirement
benefit but before the completion of the payments, the directors beneficiary
will be entitled to the continuation of the payments for the remainder of the
payout period.
In
the event of a termination of service due to a change in control, each director
serving on the board on the date of the change in control will be credited with
years of service as if the director had remained a member of the board until
age 65 with at least ten years of service.
By December 31, 2007, each director had the opportunity to elect to
receive his or her benefit in the event of a change in control either at the
time of the change in control or at age 65, if later, and to elect payment
either in a lump sum or in monthly installments over a period of 120 months. A
director who has retired prior to a change in control will receive, immediately
upon the change on control, either a lump sum payment equal to the present
value of the then remaining annual retirement benefit, or a continuation of the
annual retirement benefit in installments over a 120-month period. In the event the director has elected a lump
sum, the lump sum equivalent will be determined by applying a discount rate of
5.75% or such other rate determined by the board of directors. A director who is terminated for just cause
will not be entitled to any benefit under the plan.
Transactions With Certain Related Persons
In
the ordinary course of business, Lincoln Park Savings makes loans available to
its directors, officers and employees. These loans are made in the ordinary
course of business on substantially the same terms (other than interest rates
on loans to employees), including collateral, as comparable loans to other
borrowers. Management believes that
these loans neither involve more than the normal risk of collectibility nor
present other unfavorable features.
Federal regulations permit executive officers and directors to
participate in loan programs that are available to other employees, as long as
the director or executive officer is not given preferential treatment compared
to other participating employees. Loans
made to directors or executive officers, including any modification of such
loans, must be approved by a majority of independent disinterested members of
the board of directors. The interest
rate on loans to directors and officers is the same as that offered to other
borrowers.
13
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PROPOSAL II - RATIFICATION OF
APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM
|
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Lincoln
Park Bancorps independent registered public accounting firm for the year ended
December 31, 2007 was Beard Miller Company LLP (Beard Miller). The audit committee of Lincoln Park Bancorp
has approved the engagement of Beard Miller to be Lincoln Park Bancorps
independent registered public accounting firm for the fiscal year ending
December 31, 2008, subject to the ratification of the engagement by Lincoln
Park Bancorps stockholders.
At
the Annual Meeting, the stockholders of Lincoln Park Bancorp will consider and
vote on the ratification of the engagement of Beard Miller for Lincoln Park
Bancorps fiscal year ending December 31, 2008. A representative of Beard Miller is expected to attend the Annual
Meeting to respond to appropriate questions and to make a statement if he or
she so desires.
Set
forth below is certain information concerning aggregate fees billed for
professional services rendered by Beard Miller during the fiscal years ended
December 31, 2007 and 2006.
The
aggregate fees included in the audit category were fees billed for the fiscal
years for the audit of Lincoln Park Bancorps and/or Lincoln Park Savings Banks
annual financial statements and for other services noted. The aggregate fees included in each of the
other categories were fees billed in the noted fiscal years.
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|
|
|
|
|
|
|
|
2007
|
|
2006
|
|
|
|
|
|
|
|
Audit Fees
|
|
$
|
67,000
|
|
$
|
66,000
|
|
Audit-Related Fees
|
|
$
|
3,000
|
|
$
|
2,000
|
|
Tax Fees
|
|
$
|
9,000
|
|
$
|
8,000
|
|
All Other Fees
|
|
$
|
|
|
$
|
|
|
Audit Fees.
Audit fees of $67,000 in 2007
included fees of $48,000 for the audit
of the consolidated financial statements of Lincoln Park Bancorp, and fees of $19,000
for the review of reports on Form 10-QSB and Form 10-KSB. Audit fees of $66,000 in fiscal 2006
included $43,000 of fees for the audit of the consolidated financial statements
of Lincoln Park Bancorp and fees of $23,000 for the review and restatement of
previously filed reports on Form 10-QSB and Form 10-KSB.
Audit-Related Fees.
Lincoln Park Bancorp incurred $3,000 in
audit related fees in 2007 for discussions concerning appropriate accounting
for other than temporary impairment of investment and other related issues and
discussions with third party consultants who are assisting the Corporation with
implementing Section 404 of the Sarbanes-Oxley legislation. Lincoln Park Bancorp incurred $2,000 in audit-related
fees in fiscal 2006 for discussions concerning appropriate accounting for stock
compensation plans.
Tax Fees.
Tax
fees of $9,000 in fiscal year 2007 and $8,000 in 2006 were for services related
to tax compliance and tax planning.
All Other Fees
.
Lincoln
Park Bancorp did not incur any other fees in fiscal year 2007 or 2006.
The
audit committee has considered whether the provision of non-audit services,
which relate primarily to tax consulting services rendered, is compatible with
maintaining the independence of Beard Miller.
The audit committee concluded that performing such services does not
affect the independence of Beard Miller in performing its function as the
independent registered public accounting firm of Lincoln Park Bancorp.
The
audit committees policy is to pre-approve all audit and non-audit services
provided by the independent registered public accounting firm. These services
may include audit services, audit-related services, tax services and other
services. The audit committee has
delegated pre-approval authority to its chairman when expedition of services is
necessary. The independent registered
public accounting firm and management are required to periodically report to
the full audit committee regarding the extent of services provided by the
independent registered public accounting firm in accordance with this
pre-approval, and the fees for the services performed to
14
date. All of the audit fees, audit related fees
and other fees paid in 2007 and 2006 were approved per the Audit Committees
pre-approval policies.
In
order to ratify the selection of Beard Miller as the independent registered
public accounting firm for the fiscal year ending December 31, 2008, the proposal
must receive at least a majority of the votes cast, without regard to broker
non-votes, either in person or by proxy, in favor of such ratification. The audit committee of the Board of
Directors recommends a vote FOR the ratification of Beard Miller as the
independent registered public accounting firm for the fiscal year ending
December 31, 2008.
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ADVANCE
NOTICE OF BUSINESS TO BE CONDUCTED
AT AN ANNUAL MEETING
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|
The
bylaws of Lincoln Park Bancorp provide an advance notice procedure for certain
business, or nominations to the Board of Directors, to be brought before an
Annual Meeting. For business to be properly brought before an Annual Meeting by
a stockholder, the stockholder must have given timely notice thereof in writing
to the Secretary of Lincoln Park Bancorp. To be timely a stockholders notice
must be delivered to or mailed and received at the principal executive offices
of Lincoln Park Bancorp no later than five days before the date of the
meeting. The chairman of an Annual
Meeting may, if the facts warrant, determine and declare to the meeting that
certain business was not properly brought before the meeting in accordance with
the provisions of Lincoln Park Bancorps bylaws, and if he should so determine,
he shall so declare to the meeting and any such business not properly brought
before the meeting shall not be transacted. This provision is not a limitation
on any other applicable laws and regulations.
In
order to be eligible for inclusion in Lincoln Park Bancorps proxy materials
for Lincoln Park Bancorps 2009 Annual Meeting of Stockholders, any stockholder
proposal to take action at such meeting must be received at Lincoln Park
Bancorps executive office, 31 Boonton Turnpike, Lincoln Park, New Jersey 07035,
no later than December 4, 2008. Any
such proposals shall be subject to the requirements of the proxy rules adopted
under the Securities Exchange Act of 1934, as amended.
The
Board of Directors is not aware of any business to come before the Annual
Meeting other than the matters described above in the Proxy Statement. However, if any matters should properly come
before the Annual Meeting, it is intended that the holders of the proxies will
act in accordance with their best judgment.
The
cost of solicitation of proxies will be borne by Lincoln Park Bancorp. Lincoln Park Bancorp will reimburse
brokerage firms and other custodians, nominees and fiduciaries for reasonable
expenses incurred by them in sending proxy materials to the beneficial owners
of common stock. In addition to
solicitations by mail, directors, officers and regular employees of Lincoln
Park Bancorp may solicit proxies personally or by telegraph or telephone
without additional compensation.
Lincoln Park Bancorps 2007 Annual Report to Stockholders has been
mailed to all stockholders of record as of March 24, 2008. Any stockholder who has not received a copy
of such annual report may obtain a copy by writing Lincoln Park Bancorp at the
address below. Such annual report is
not to be treated as a part of the proxy solicitation material nor as having
been incorporated herein by reference.
15
A COPY
OF LINCOLN PARK BANCORPS ANNUAL REPORT ON FORM 10-KSB FOR THE FISCAL YEAR
ENDED DECEMBER 31, 2007, WILL BE FURNISHED WITHOUT CHARGE TO STOCKHOLDERS AS OF
THE RECORD DATE UPON WRITTEN OR TELEPHONIC REQUEST TO NANCY M. SHAW, SECRETARY,
LINCOLN PARK BANCORP, 31 BOONTON TURNPIKE, LINCOLN PARK, NEW JERSEY 07035, OR
CALL (973) 694-0330.
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BY ORDER OF THE BOARD OF DIRECTORS
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Nancy M. Shaw
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Secretary
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Lincoln Park, New Jersey
April 3, 2008
REVOCABLE PROXY
LINCOLN PARK BANCORP
ANNUAL MEETING OF STOCKHOLDERS
May 1, 2008
The
undersigned hereby appoints John F. Feeney and Edith M. Perrotti, with full
powers of substitution to act as attorneys and proxies for the undersigned to
vote all shares of common stock of Lincoln Park Bancorp (the Company) that
the undersigned is entitled to vote at the 2008 Annual Meeting of Stockholders
(Meeting) to be held at the Lincoln Park PAL Community Center, located at 10
Boonton Turnpike, Lincoln Park, New Jersey 07035, at 10:00 a.m., local time, on
May 1, 2008. The proxy holders are authorized to cast all votes to which the
undersigned is entitled as follows:
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FOR
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VOTE
WITHHELD
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FOR ALL
EXCEPT
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1.
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The election
as director of the nominees listed below (except as marked to the contrary
below):
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o
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o
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o
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Henry
Fitschen (two-year term)
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Stanford
Stoller (three-year term)
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INSTRUCTION: To withhold your vote for any individual nominee, mark
For All Except and write that nominees name on the space provided.
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FOR
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AGAINST
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ABSTAIN
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2.
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The
ratification of the appointment of Beard Miller Company LLP as the
independent registered public accounting firm for the Company for the fiscal
year ending December 31, 2008
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o
|
|
o
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o
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The board of directors recommends a vote
FOR each of the above-listed proposals.
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THIS PROXY
WILL BE VOTED AS DIRECTED, BUT IF NO INSTRUCTIONS ARE SPECIFIED, THIS PROXY
WILL BE VOTED FOR EACH OF THE PROPOSALS STATED ABOVE. IF ANY OTHER BUSINESS
IS PRESENTED AT THE ANNUAL MEETING, THIS PROXY WILL BE VOTED BY THE MAJORITY
OF THE BOARD OF DIRECTORS. AT THE PRESENT TIME, THE BOARD OF DIRECTORS KNOWS
OF NO OTHER BUSINESS TO BE PRESENTED AT THE ANNUAL MEETING.
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THIS PROXY IS SOLICITED BY THE BOARD OF
DIRECTORS
Should
the undersigned be present and elect to vote at the Meeting or at any
adjournment thereof and after notification to the Secretary of the Company at
the Meeting of the stockholders decision to terminate this proxy, then the
power of said attorneys and proxies shall be deemed terminated and of no
further force and effect. This proxy may also be revoked by sending written
notice to the Secretary of the Company at the address set forth on the Notice
of Annual Meeting of Stockholders, or by the filing of a later dated proxy
prior to a vote being taken on a particular proposal at the Meeting.
The
undersigned acknowledges receipt from the Company prior to the execution of
this proxy of notice of the Meeting, a proxy statement dated April 3, 2008, and
an annual report to stockholders.
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Dated:
_________________, 2008
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o
Check
Box if You Plan to Attend Meeting
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PRINT NAME
OF STOCKHOLDER
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PRINT NAME
OF STOCKHOLDER
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SIGNATURE OF
STOCKHOLDER
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SIGNATURE OF
STOCKHOLDER
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Please
sign exactly as your name appears on this card. When signing as attorney,
executor, administrator, trustee or guardian, please give your full title. If
shares are held jointly, each holder should sign.
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Please complete and date this proxy and
return it promptly
in the enclosed
postage-prepaid envelope.
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