UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section14(a) of the
Securities Exchange Act of 1934
(Amendment No. )
Filed by the Registrant ☒
Filed by a Party other than the Registrant ☐
Check the appropriate box:
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Preliminary Proxy Statement |
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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
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Definitive Proxy Statement |
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Definitive Additional Materials |
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Soliciting Material Pursuant to § 240.14a-12 |
Blue Foundry Bancorp
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
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No fee required. |
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Fee paid previously with preliminary materials. |
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Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a6(i)(1) and 0-11. |
Blue Foundry Bancorp 2023 ANNUAL REPORT FORM 10-K PROXY STATEMENT
All board members and nearly all of our employees are shareholders… we have a vested interest in our Company. -Jim Nesci, President CEO
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Similarly, our underwriting standards have served us well. Our credit quality has remained strong. We continue to shift our asset production into more commercial loans. In 2021, the Bank’s loan portfolio consisted of approximately 44% of long term 1-4 family residential mortgages. As of December31, 2023, we have reduced our 1-4 family residential mortgages exposure to approximately 35% of the loan portfolio. This reduction has helped shorten the duration of our assets as we continue the transformation to a more commercially oriented institution. Further, our interest rate hedging program has helped to dampen interest rate volatility in our financial metrics.
Managing a bank through macroeconomic volatility is not always easy but our investment in Audit and Risk Oversight has enabled us to ride out the more challenging periods in the economic cycle. On an annual basis, our bank completes over 30 internal audits related to our operating policies and procedures. Our external auditors complete an annual audit as well as quarterly financial reviews. In addition, annual Information and Technology Audits and Risk Assessments are accomplished with external specialists. We are also examined by the FDIC as well as the State of New Jersey Department of Banking. The investment in this area is important as it has enabled us to operate in a safe and sound manner.
Strategy
We continue to emphasize growing and diversifying our funding sources and remain dedicated to shifting our assets to become more commercially oriented. We expect that our focus on serving small and medium-sized businesses as well as municipalities will allow us to generate more deposits at lower costs and produce assets with higher yields. We believe this strategy will effectively cause our net interest margin to widen from today’s levels.
Where possible, we will look to improve operating leverage and our efficiency ratio. We believe our efficiency ratio will show improvement as short-term rates decline or perhaps more precisely when the interest rate curve begins to revert to more normal conditions.
Today, all employees are accountable for executing our strategy. Variable compensation components that tie directly to our strategic goals are in place. Many of our customer facing team members receive compensation based directly on loan production and/or deposit growth. The metrics we utilize to incentivize other staff include Net Interest Margin, Core Deposit Growth, Deposit Growth, and Loan Growth. These metrics, that are reviewed with the entire workforce quarterly, are understood by our employees as key drivers in achieving our strategic initiatives.
Enhancing Shareholder Value
The Board and I believe that enhancing shareholder value is paramount. To that end, we have engaged a nationally recognized investment banking firm to assist us in identifying ways to further increase the long-term value for our shareholders. We continually review our strategic plan, financial performance, trends compared to peers, and uses of capital, including share repurchases, in evaluating potential opportunities to further return value to our shareholders. We are committed to continue being good stewards of capital.
To gain a better understanding of our share price performance, an analysis of Blue Foundry Bancorp (NASDAQ: BLFY) was completed, comparing BLFY to a peer group comprised of banks and thrifts headquartered in New Jersey and traded on a national exchange, and to the NASDAQ Bank Index. An investment in the initial public offering of BLFY on July15, 2021 priced at $10 per share, compared to the $9.02 closing share price on April9, 2024, represents a decline of 9.8%. The New Jersey peer group declined 11.0% and the NASDAQ Bank Index declined 17.7% for the same period. While our stock’s price performance has been better than the median New Jersey bank peer group and the NASDAQ Bank Index, I believe this indicates that investing in bank stocks has been difficult on a national and state level over the last few years.
Capital
Our capital levels have remained solid with the Bank’s tier 1 risk-based capital ratio of 20.13%, well above the 8% required to be considered well capitalized. Our capital strength has allowed us to complete three share repurchase programs. Through December31, 2023, we repurchased over 5million shares or 17.6% of shares from our initial public offering. These shares were repurchased at a weighted average price of $10.26, which represents 70.8% of tangible book value per share of $14.49 at December 31, 2023. On February21, 2024, we announced our fourth share repurchase program.
All board members and nearly all of our employees are shareholders either through personal investments, our employee stock ownership plan (ESOP), or equity provided to them that vests over time or that is earned if certain performance metrics are achieved. We have a vested interest in our Company and will continue to seek ways to improve shareholder value.
Thank you for your continued trust.
Jim
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James D. Nesci President CEO Member, Board of Directors |
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19 Park Avenue Rutherford,NewJersey07070 (201) 939-5000 |
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Notice of Annual Meeting of Shareholders TO BE HELD ON MAY16, 2024 |
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April15, 2024
To Our Shareholders:
Notice is hereby given that the 2024 Annual Meeting of Shareholders of Blue Foundry Bancorp will be held via live webcast only on May16, 2024, at 10:00 a.m., Eastern time. To participate in the meeting you must register by visiting, www.virtualshareholdermeeting.com/BLFY2024 and entering the 16 digit control number included on your proxy card. If you hold your shares through a bank, broker or other nominee, you will need to take additional steps to participate in the meeting, as described in the proxy statement.
A Proxy Card and Proxy Statement for the annual meeting are enclosed. The annual meeting is for the purpose of considering and acting upon:
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1. The election as directors of the two nominees specified in the accompanying proxy statement |
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2. The ratification of the appointment of KPMG LLP as the independent registered public accounting firm for the year ending December31, 2024 |
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3. Shareholder Non-Binding Proposal Recommending Sale or Merger of the Company, if properly presented; and |
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such other matters as may properly come before the annual meeting, or any adjournments thereof. The Board of Directors is not aware of any other business to come before the annual meeting.
Any action may be taken on the foregoing proposals at the annual meeting on the date specified above, or on the date or dates to which the annual meeting may be adjourned. Shareholders of record at the close of business on April5, 2024 are the shareholders entitled to vote at the annual meeting, and any adjournments thereof.
Each shareholder is requested to sign, date and return the enclosed proxy card without delay in the enclosed postage-paid envelope. Any proxy given by the shareholder may be revoked at any time before it is voted. A proxy may be revoked by filing with the Corporate Secretary of Blue Foundry Bancorp a written revocation or a duly executed proxy card bearing a later date. Any shareholder present at the online annual meeting may revoke his or her proxy and vote personally on each matter brought before the annual meeting. However, if you are a shareholder whose shares are not registered in your own name, you will need additional documentation from your record holder in order to vote online at the annual meeting. Virtual attendance at the annual meeting will not in itself constitute revocation of your proxy.
If you have any questions regarding this information or the proxy materials, please call Elyse Beidner, Executive Vice President, Chief Legal Officer and Corporate Secretary for the Company at (201) 939-5000; or Georgeson at (866) 356-2957.
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By Order of the Board of Directors |
Important: the prompt return of the proxies will save the expense of further requests for proxies. A self-addressed envelope is enclosed for your convenience. No postage is required if mailed within the United States. |
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Elyse D. Beidner CorporateSecretary |
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IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING TO BE HELD ON MAY16, 2024. |
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The proxy statement, including the notice of the annual meeting of shareholders, and Blue Foundry Bancorp’s annual report on Form10-K for the year ended December31, 2023 are each available on the internet at www.virtualshareholdermeeting.com/BLFY2024. |
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| PROXY STATEMENT | 1 | VALIGN="bottom"> | ||
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| PROPOSAL 1—ELECTION OF DIRECTORS | 9 | VALIGN="bottom"> | ||
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| CORPORATE RESPONSIBILITY (“ESG”) MATTERS | 17 | VALIGN="bottom"> | ||
| CORPORATE GOVERNANCE | 21 | VALIGN="bottom"> | ||
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Board Leadership Structure and the Board’s Role in Risk Oversight |
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| EXECUTIVE COMPENSATION | 30 | VALIGN="bottom"> | ||
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| DIRECTORS’ COMPENSATION | 37 | VALIGN="bottom"> | ||
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| PROPOSAL 2—RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM | 39 | VALIGN="bottom"> | ||
| PROPOSAL 3—SHAREHOLDER PROPOSAL | 40 | VALIGN="bottom"> | ||
| PROPOSALS AND NOMINATIONS | 43 | VALIGN="bottom"> | ||
| OTHER MATTERS | 44 | VALIGN="bottom"> | ||
| MISCELLANEOUS | 45 | VALIGN="bottom"> | ||
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19 Park Avenue Rutherford,NewJersey07070 (201) 939-5000 |
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May16, 2024
Annual Meeting of Shareholders
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MEETING INFORMATION |
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DATE AND TIME: |
LOCATION: | RECORD DATE: | ||
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Thursday, May16, 2024 10:00 a.m., Eastern time |
VirtualMeeting: This year’s meeting is a virtual shareholders meeting at www.virtualshareholdermeeting.com/BLFY2024 |
April5, 2024 | ||
QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING
Why am I receiving this proxy statement?
The Board of the Company is soliciting your proxy for use at the Company’s annual meeting to be held via live webcast only on May16, 2024, at 10:00 a.m., Eastern Time, and at such other meeting upon any postponements or adjournments thereof. Only holders of record of shares at the close of business on April05, 2024 (the “Record Date”) will be entitled to notice of and to vote at the annual meeting or such other meeting upon any adjournments or postponements thereof. As of the Record Date, there were 23,930,547 shares issued and outstanding, and entitled to vote, as further described in this Proxy Statement.
We intend to mail these proxy materials, including the proxy card, on or about April15, 2024, to all shareholders of record entitled to vote at the annual meeting.
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What proposals are to be presented at the Annual Meeting and what are the Board’s voting recommendations?
As described in further detail later in this Proxy Statement, the purpose of the annual meeting is to consider and vote upon the following proposals. The Board’s recommendation on each of the proposals is indicated below.
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Management Proposals |
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PROPOSAL 1 |
Election of two nominees for director for a term to end as of the 2027 annual meeting and until their successors are duly elected and qualified. | FOR ALL NOMINEES | ||
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Ratification of the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending December31, 2024. | FOR | ||
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Shareholder non-binding proposal recommending sale or merger of the Company | AGAINST | ||
As of the date of the Notice of Annual Meeting, we knew of no other matters to be presented at the annual meeting.
How do I vote?
The Company encourages shareholders to fill out and return the enclosed proxy card or vote by proxy via telephone or the Internet as instructed on your proxy card in advance of the Annual Meeting, even if you plan to attend the virtual Annual Meeting.
The Company’s Certificate of Incorporation provides that, subject to certain exceptions, record owners of the Company’s common stock that is beneficially owned by a person who beneficially owns in excess of 10% of the Company’s outstanding shares are not entitled to any vote in respect of the shares held in excess of the 10% limit.
What is the required vote to approve each proposal?
In accordance with the bylaws of the Company, directors are elected by a plurality of votes cast. Proxies marked “WITHHELD” and broker non-votes will have no effect on the election of a director.
As to the ratification of the appointment of KPMG LLP as our independent registered public accounting firm for the year ending December31, 2024, by checking the appropriate box, a shareholder may: (i)vote FOR the ratification; (ii)vote AGAINST the ratification; or (iii) ABSTAIN from voting on the matter. The ratification of this matter shall be determined by a majority of the votes cast on the matter. Broker non-votes and abstentions will not affect the outcome of the vote.
As to the approval of the shareholder proposal, by checking the appropriate box, a shareholder may: (i)vote FOR the proposal; (ii)vote AGAINST the proposal; or (iii) ABSTAIN from voting on the matter. The approval of this matter shall be determined by a majority of the votes cast on the matter. Broker non-votes and abstentions will not affect the outcome of the vote.
How many shares must be present to conduct the Annual Meeting?
The presence in person or by proxy of holders of a majority of the total number of outstanding shares of common stock entitled to vote is necessary to constitute a quorum at the annual meeting. Abstentions and broker non-votes will be counted for purposes of determining that a quorum is present. A broker non-vote, as further explained below, occurs when a broker holding shares for a beneficial owner does not vote on a particular proposal because the broker does not have discretionary voting power for that particular item and has not received instructions from the beneficial owner.
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What is the difference between holding shares as a “shareholder of record” and as a “beneficial owner”?
If your shares are registered in your name on the Record Date, you are a shareholder of record. When you properly vote in accordance with the instructions provided on the proxy card, you are instructing the named proxies to vote your shares in the manner you indicate on your proxy.
If your shares are held in the name of your bank, broker or other nominee (also referred to herein as a “Broker”), which is usually the case if you hold your shares in a brokerage or similar account, your shares are held in “street name.” Your Broker is the shareholder of record for your shares. As the holder of record, only your Broker is authorized to vote or grant a proxy for your shares. If your shares are held in “street name,” you should follow the instructions on your voting instruction form and provide specific instructions to your Broker on how to vote the shares they hold for you.
What is a “Broker Non-Vote”?
A broker non-vote occurs when a Broker submits a proxy on behalf of a beneficial owner for the annual meeting but does not vote on a particular proposal because such Broker does not have discretionary voting power with respect to that proposal and has not received voting instructions from the beneficial owner. Brokers have discretionary authority to vote on routine matters, such as the ratification of auditors, but do not have discretionary authority to vote on non-routine matters. Broker non-votes (like abstentions and withheld votes) are counted as present for purposes of determining a quorum.
Such Broker has the discretion to vote your shares only on “routine” matters without your voting instructions, but not on non-routine matters such as Proposal 1 (Election of Directors) and Proposal 3 (Shareholder Proposal). Proposal 2 (Ratification of the appointment of KPMG LLP as the Company’s independent auditors for the fiscal year ending December31, 2024) is considered a routine matter. For the proposals to be presented at the Annual Meeting that are considered “non-routine”, Brokers will not have discretionary authority to vote your shares with respect to those proposals . Therefore, it is important that you instruct your Broker how to vote your shares. We encourage you to instruct your Broker to vote your shares by following the instructions shown on the enclosed voting instruction form.
If you are a shareholder of record with respect to shares on the Record Date, you may vote by one of the following four options:
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Vote via the Internet. Go to the web address specified on the enclosed proxy card and follow the instructions indicated on the site. Your vote by Internet authorizes the named proxies to vote your shares in the same manner as if you had signed, dated and returned a proxy card. |
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Vote by Telephone. On a touch-tone phone, dial the number indicated on the enclosed proxy card and follow the voice prompts. Have your proxy card available for reference when you call, and follow the voting instructions to vote your shares. Your vote by telephone authorizes the named proxies to vote your shares in the same manner as if you had signed, dated and returned a proxy card. |
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Vote by Proxy Card. Complete, sign and date the enclosed proxy card and return it in the postage pre-paid envelope provided. |
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Vote in Person. Complete a ballot at the virtual annual meeting. |
If you submit a proxy card to us without indicating instructions with respect to specific proposals, we will vote your shares consistent with the recommendations of our Board stated in this Proxy Statement. If the proxy card is signed and returned without direction, your shares will be voted FOR the director nominees proposed by the Board, and FOR Proposal 2 and AGAINST Proposal 3. If any other matters are properly presented at the annual meeting for consideration, then the persons named as the Company’s designated proxies will be voted as determined by the Board.
Even if you plan to attend the virtual annual meeting, we encourage you to vote your shares in advance via the Internet, by telephone or by signing, dating and returning your proxy card.
If your shares are held by a Broker in “street name,” please follow the instructions you receive from your Broker to vote your shares. You may need to contact your Broker to determine whether you will be able to vote electronically via the Internet or by telephone. If you want to vote at the Annual Meeting, you may visit www.virtualshareholdermeeting.com/BLFY2024; press the “Attend Meeting” button and follow the instructions. You may be instructed to obtain a legal proxy from your broker, bank or other nominee and to submit a copy in advance of the meeting. Further instructions will be provided to you via email.
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If you return your proxy by mail, please ensure you leave enough time for your proxy to be mailed and received by the inspector of election. Also note that if your shares are held through a Broker, such entity may have even earlier deadlines by which to submit your vote. Please follow their instructions accordingly.
Whether or not you plan to attend the virtual annual meeting, please vote promptly by Internet or telephone by following the instructions set forth on the enclosed proxy card or by completing, signing, dating and returning the enclosed proxy card in the postage-paid envelope provided. Your promptness in voting using the proxy card will assist in the expeditious and orderly processing of the proxy and will assure that you are represented at the virtual annual meeting even if you cannot attend the virtual meeting.
We are encouraging shareholders to submit their proxies electronically (by Internet or by telephone) if possible .
If you return your proxy card by mail or vote by telephone or Internet, you may nevertheless attend the virtual annual meeting and vote your shares in person.
What do I need for admission to attend the Annual Meeting?
If you were a shareholder as of the close of business on April5, 2024 you may attend the meeting. As a registered shareholder, you received a proxy card with this proxy statement. The proxy card contains instructions on how to attend the virtual annual meeting, including the website along with your control number. You will need your control number for access.
If you hold your shares through a broker, bank or other nominee (that is, in street name), you will receive instructions from your broker, bank or nominee that you must follow in order to submit your voting instructions and have your shares voted at the annual meeting. If you want to vote at the Annual Meeting, you may visit www.virtualshareholdermeeting.com/BLFY2024; press the “Attend Meeting” button and follow the instructions. You may be instructed to obtain a legal proxy from your broker, bank or other nominee and to submit a copy in advance of the meeting. Further instructions will be provided to you via email.
In order to attend the Annual Meeting, you must visit www.virtualshareholdermeeting.com/BLFY2024. Upon entry of your 16-digit control number and other required information, you will receive further instructions via email that provides you access to the Annual Meeting and to vote and submit questions during the Annual Meeting.
As part of the attendance process, you must enter the control number located on your proxy card. If you are a beneficial owner of shares registered in the name of a broker, bank or other nominee, you may also need to provide the registered name on your account and the name of your broker, bank or other nominee as part of the attendance process.
Only the latest-dated, validly executed proxy that you submit will be counted — any proxy may be revoked at any time prior to its exercise at the annual meeting by following the instructions under “Can I change my vote?” below. If you have any questions regarding this information or the proxy materials, please call Elyse Beidner, Executive Vice President, Chief Legal Officer and Corporate Secretary for the Company at (201) 939-5000 ; or Georgeson at (866) 356-2957.
What if I return a proxy card but do not make specific choices?
If you return a signed and dated proxy card without marking any voting selections, your shares will be voted FOR each of the two nominees for director, FOR ratification of the appointment of KPMG LLP as the independent registered public accounting firm for the Company for the fiscal year ending December31, 2024 and AGAINST the shareholder proposal that is to be presented at the annual meeting. If any other matter is properly presented at the annual meeting, your proxyholder (one of the individuals named on your proxy card) will vote your shares as determined by a majority of the Board.
Can I change my vote?
If your shares are registered in your name, you may revoke your proxy and change your vote prior to the completion of voting at the Annual Meeting by:
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submitting a valid, later dated proxy card in a timely manner that is received no later than the time of the commencement of the annual meeting; |
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submitting a later dated vote by telephone or through the Internet in a timely manner (and in any event no later than the commencement of the annual meeting); |
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giving written notice of such revocation to the Company’s Corporate Secretary, which written notice is received prior to the time of the commencement of the annual meeting; or |
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attending and voting at the virtual annual meeting (although attendance at the annual meeting will not by itself revoke a proxy without also voting). |
If your shares are held by a Broker in “street name” and you wish to revoke a proxy, you should contact your Broker and follow its procedures for changing your voting instructions. You also may vote at the virtual annual meeting to revoke an earlier proxy if you provide an executed proxy from your Broker indicating that you were the beneficial owner of the shares on the Record Date, and that such Broker is giving you its proxy to vote the shares.
If you submit more than one proxy, only the latest dated validly executed proxy that you submit will count.
How can I find out the results of the voting at the annual meeting?
We expect to report the preliminary voting results of the annual meeting within four business days following the annual meeting in a Current Report on Form 8-K. Once the independent inspector of election has determined the final voting results of the annual meeting, we will file an amendment to the Current Report on Form 8-K reporting the final voting results within four business days following such determination.
Who will pay the costs of solicitation?
The Company will pay all expenses in connection with the solicitation of proxies for the annual meeting. To aid in the solicitation of proxies in conjunction with the annual meeting, the Company has retained Georgeson and will pay a base fee of $13,500, plus reimbursement of reasonable out-of-pocket expenses and certain incremental costs, for its proxy solicitation services. Our directors, executive officers and other employees may solicit proxies by mail, personally, by telephone, by press release, by facsimile transmission or by other electronic means. No additional compensation will be paid to our directors, executive officers or employees for such services.
Georgeson may ask brokerage houses, banks and other custodians and nominees whether other persons are beneficial owners of the Company’s common stock. If so, the Company will reimburse brokers, banks and other custodians and nominees for their costs of sending our proxy materials to the beneficial owners of our common stock.
What if I own shares of the Company via the ESOP or the 401(k) Plan?
If you participate in the Blue Foundry Bank Employee Stock Ownership Plan (the “ESOP”), you will receive a proxy card for the ESOP that reflects all of the shares you may direct the trustee to vote on your behalf under the ESOP. Under the terms of the ESOP, the ESOP trustee votes all shares held by the ESOP, but each ESOP participant may direct the trustee how to vote the proportionate interest of shares of our common stock allocated to his or her account. The ESOP trustee, subject to the terms of the trust agreement, will vote all unallocated shares of our common stock held by the ESOP and allocated shares for which no voting instructions are received in the same proportion as shares for which it has received timely voting instructions, subject to a determination that such vote is in the best interest of ESOP participants. If you hold shares of common stock in the 401(k) Plan, you will receive a proxy card that reflects all shares that you may direct the 401(k) Plan trustee to vote on your behalf under the 401(k) Plan. Under the terms of the 401(k) Plan, you may direct the 401(k) Plan trustee how to vote the shares allocated to your account. If the 401(k) Plan trustee does not receive your voting instructions, the 401(k) Plan trustee will be instructed to vote your shares in the same proportion as the voting instructions received from other 401(k) Plan participants. The deadline for returning your ESOP and 401(k) proxy card is May9, 2024 at 11:59 p.m., Eastern Time. The telephone and internet voting deadline for ESOP participants is also 11:59 p.m., Eastern Time, on May9, 2024.
Why did I receive multiple copies of the proxy card and proxy materials?
If you receive more than one package of our proxy materials including the proxy card, it may mean that you have multiple accounts holding your common shares. These may include accounts with our transfer agent and accounts with a Broker. In order to vote all of the shares held by you in multiple accounts, you will need to vote the shares held in each account separately. Please
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follow the voting instructions provided on the proxy card and any voting instruction card from your Broker that you received to ensure that all of your shares are voted.
How can I get assistance with questions relating to the proxy or voting?
If you have any questions regarding this information or the proxy materials, please call Elyse Beidner, Executive Vice President, Chief Legal Officer and Corporate Secretary for the Company at (201) 939-5000; or Georgeson at (866) 356-2957.
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PRINCIPAL SHAREHOLDERS AND STOCK OWNERSHIP OF MANAGEMENT
PRINCIPAL HOLDERS
Persons and groups who beneficially own in excess of 5% of the shares of common stock are required to file certain reports with the SEC regarding such ownership. The following table sets forth, as of April5, 2024, the shares of common stock beneficially owned by our directors and executive officers, individually and as a group, and by each person who was known to us as the beneficial owner of more than 5% of the outstanding shares of common stock. The mailing address for each of our directors and executive officers is 19 Park Avenue, Rutherford, New Jersey 07070.
Election of Directors
Shareholder Proposal
