These terms and conditions govern your use of the website alphaminr.com and its related services.
These Terms and Conditions (“Terms”) are a binding contract between you and Alphaminr, (“Alphaminr”, “we”, “us” and “service”). You must agree to and accept the Terms. These Terms include the provisions in this document as well as those in the Privacy Policy. These terms may be modified at any time.
Your subscription will be on a month to month basis and automatically renew every month. You may terminate your subscription at any time through your account.
We will provide you with advance notice of any change in fees.
You represent that you are of legal age to form a binding contract. You are responsible for any
activity associated with your account. The account can be logged in at only one computer at a
time.
The Services are intended for your own individual use. You shall only use the Services in a
manner that complies with all laws. You may not use any automated software, spider or system to
scrape data from Alphaminr.
Alphaminr is not a financial advisor and does not provide financial advice of any kind. The service is provided “As is”. The materials and information accessible through the Service are solely for informational purposes. While we strive to provide good information and data, we make no guarantee or warranty as to its accuracy.
TO THE EXTENT PERMITTED BY APPLICABLE LAW, UNDER NO CIRCUMSTANCES SHALL ALPHAMINR BE LIABLE TO YOU FOR DAMAGES OF ANY KIND, INCLUDING DAMAGES FOR INVESTMENT LOSSES, LOSS OF DATA, OR ACCURACY OF DATA, OR FOR ANY AMOUNT, IN THE AGGREGATE, IN EXCESS OF THE GREATER OF (1) FIFTY DOLLARS OR (2) THE AMOUNTS PAID BY YOU TO ALPHAMINR IN THE SIX MONTH PERIOD PRECEDING THIS APPLICABLE CLAIM. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL OR CERTAIN OTHER DAMAGES, SO THE ABOVE LIMITATION AND EXCLUSIONS MAY NOT APPLY TO YOU.
If any provision of these Terms is found to be invalid under any applicable law, such provision shall not affect the validity or enforceability of the remaining provisions herein.
This privacy policy describes how we (“Alphaminr”) collect, use, share and protect your personal information when we provide our service (“Service”). This Privacy Policy explains how information is collected about you either directly or indirectly. By using our service, you acknowledge the terms of this Privacy Notice. If you do not agree to the terms of this Privacy Policy, please do not use our Service. You should contact us if you have questions about it. We may modify this Privacy Policy periodically.
When you register for our Service, we collect information from you such as your name, email address and credit card information.
Like many other websites we use “cookies”, which are small text files that are stored on your computer or other device that record your preferences and actions, including how you use the website. You can set your browser or device to refuse all cookies or to alert you when a cookie is being sent. If you delete your cookies, if you opt-out from cookies, some Services may not function properly. We collect information when you use our Service. This includes which pages you visit.
We use Google Analytics and we use Stripe for payment processing. We will not share the information we collect with third parties for promotional purposes. We may share personal information with law enforcement as required or permitted by law.
| | | |
Shares of
Common Stock Beneficially Owned as of the Record Date (1)
|
|
|
Percent of Shares
of Common Stock Outstanding (2)
|
|
|
RSUs
(3)
|
Persons Owning Greater than 5%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The Banc Funds Company, L.L.C.
BANC FUND X L.P. TBFC Financial Technologies Fund L.P. BANC FUND IX L.P. 20 North Wacker, Suite 3300 Chicago, Illinois 60606
|
|
|
|
341,064
(4)
|
|
|
|
|
|
6.0
%
|
|
|
|
|
|
|
|
|
|
BlackRock, Inc.
50 Hudson Yards New York, New York 10001
|
|
|
|
329,057
(5)
|
|
|
|
|
|
5.8
%
|
|
|
|
|
|
|
|
|
|
Robert W. Morrison
35 Front Jacques Street, Apt #2 Somerville, MA 02145
|
|
|
|
327,092
(6)
|
|
|
|
|
|
5.8
%
|
|
|
|
|
|
|
|
|
Directors
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Michael J. Gilfeather
|
|
|
|
43,003
(7)
|
|
|
|
|
|
*
|
|
|
|
|
|
16,699
|
|
|
|
Louis Heimbach
|
|
|
|
63,620
(8)
|
|
|
|
|
|
1.1
%
|
|
|
|
|
|
―
|
|
|
|
Gregory F. Holcombe
|
|
|
|
89,411
(9)
|
|
|
|
|
|
1.6
%
|
|
|
|
|
|
1,001
|
|
|
|
Kevin J. Keane
|
|
|
|
17,678
(10)
|
|
|
|
|
|
*
|
|
|
|
|
|
1,001
|
|
|
|
Marianna R. Kennedy
|
|
|
|
2,756
(11)
|
|
|
|
|
|
*
|
|
|
|
|
|
1,001
|
|
|
|
William D. Morrison
|
|
|
|
56,000
(12)
|
|
|
|
|
|
1.0
%
|
|
|
|
|
|
1,001
|
|
|
|
Jonathan F. Rouis
|
|
|
|
5,691
(13)
|
|
|
|
|
|
*
|
|
|
|
|
|
1,001
|
|
|
|
Richard B. Rowley
|
|
|
|
275,359
(14)
|
|
|
|
|
|
4.9
%
|
|
|
|
|
|
1,001
|
|
|
|
Terry R. Saturno
|
|
|
|
21,0701
(15)
|
|
|
|
|
|
*
|
|
|
|
|
|
―
|
|
|
|
Gustave J. Scacco
|
|
|
|
2,354
(16)
|
|
|
|
|
|
*
|
|
|
|
|
|
666
|
|
|
|
Olga Luz Tirado
|
|
|
|
―
|
|
|
|
|
|
*
|
|
|
|
|
|
551
|
|
|
Executive Officers who are not Directors
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Michael J. Coulter
|
|
|
|
1,142
(
17
)
|
|
|
|
|
|
*
|
|
|
|
|
|
5,074
|
|
|
|
Michael Lesler
|
|
|
|
1,774
(
18
)
|
|
|
|
|
|
*
|
|
|
|
|
|
3,401
|
|
|
|
Joseph A. Ruhl
|
|
|
|
10,300
|
|
|
|
|
|
*
|
|
|
|
|
|
5,314
|
|
|
|
Gregory Sousa
|
|
|
|
2,683
(
19
)
|
|
|
|
|
|
*
|
|
|
|
|
|
6,092
|
|
|
|
David Dineen
|
|
|
|
921
(
20
)
|
|
|
|
|
|
*
|
|
|
|
|
|
3,153
|
|
|
2
10
To further assure effective independent oversight, the Board of Directors has adopted a number of governance practices, including:
•
a majority of the Board of Directors are independent directors;
•
periodic meetings of the independent directors; and
•
annual performance evaluations of the President and Chief Executive Officer by the independent directors.
The Board of Directors recognizes that, depending on the circumstances, other leadership models might be appropriate. Accordingly, the Board of Directors periodically reviews its leadership structure.
The Board of Directors is actively involved in oversight of risks that could affect the Company. This oversight is conducted primarily through committees of the Board of Directors, but the full Board of Directors has retained responsibility for general oversight of risks. The Board of Directors also satisfies this responsibility through reports by the committee chair of all board committees regarding the committees’ considerations and actions, through review of minutes of committee meetings and through regular reports directly from officers responsible for oversight of particular risks within the Company. The Board of Directors of the Bank also has additional committees that conduct risk oversight. All committees are responsible for the establishment of policies that guide management and staff in the day-to-day operation of the Company and the Bank, such as lending, risk management, asset/liability management, investment management and others.
References to our Website Address
References to our website address throughout this proxy statement and the accompanying materials are for informational purposes only, or to fulfill specific disclosure requirements of the Securities and Exchange Commission’s rules. These references are not intended to, and do not, incorporate the contents of our website by reference into this proxy statement or the accompanying materials.
Delinquent Section 16(a) Reports
Our executive officers and directors and beneficial owners of greater than 10% of the outstanding shares of common stock are required to file reports with the Securities and Exchange Commission disclosing beneficial ownership and changes in beneficial ownership of our common stock. Securities and Exchange Commission rules require disclosure if an executive officer, director or 10% beneficial owner fails to file these reports on a timely basis. Based on our review of ownership reports required to be filed during the year ended December 31, 2023, the following executive officers, directors or 10% beneficial owners of our shares of common stock failed to file ownership reports on a timely basis: Director Gilfeather had one late Form 4 reporting one late transaction.
Code of Ethics for Senior Officers
The Company has adopted a Code of Ethics for Senior Officers that applies to the Company’s principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions. The Code of Ethics for Senior Officers is available on our website at www.orangebanktrust.com under the
About Us — Investor Relations — Corporate Governance
tab. Amendments to and waivers from the Code of Ethics for Senior Officers will also be disclosed on our website.
Anti-Hedging Policy
The Company’s anti-hedging and anti-pledging provisions are covered in its Insider Trading Policy. Under the policy, directors and executive officers are prohibited from engaging in short sales of the Company’s stock, and unless specifically approved by the Board of Directors, from engaging in transactions in publicly traded options, such as puts, calls and other derivative securities based on Company stock including any hedging, monetization or similar transactions designed to decrease the risks associated with holding Company stock. The Board of Directors has not approved and does not intend to approve such a
11
program. In addition, directors and executive officers are generally prohibited from pledging Company stock as collateral for any loan or holding Company stock in a margin account. The Board of Directors may approve an exception to this policy for a pledge of Company stock as collateral for a loan from a third party (not including margin debt) where the borrower clearly demonstrates the financial capacity to repay the loan without resort to the pledged securities. The Board of Directors has not approved any such exception to its policy.
Stock Ownership Guidelines
The Company’s Non-Executive Director and Executive Officer Stock Ownership Guidelines (“Ownership Guidelines”) effective January 1, 2022 (“Effective Date”), set forth stock ownership guidelines that are robust and reflect current corporate governance trends. The Company requires all “executive officers” (as defined under Section 16(b) of the Securities Exchange Act) and Non-Executive Directors to own or acquire shares of our Company common stock having a fair market value equal to the following amounts:
•
Each Non-Executive Director is expected to own shares of our common stock having a value equal to at least $125,000;
•
Our Chief Executive Officer is expected to beneficially own shares of our common stock having a value equal to at least three (3) times his base salary in effect as of the later of the executive’s date of hire or the Effective Date of the Ownership Guidelines;
•
Each Senior Executive Vice President is expected to beneficially own shares of our common stock having a value equal to at least two (2) times that executive officer’s base salary as of the later of the executive’s date of hire or the Effective Date of the Ownership Guidelines;
•
Each Executive Vice President is expected to beneficially own shares of our common stock having a value equal to at least one and one half (1.5) times that executive officer’s base salary as of the later of the executive’s date of hire or the Effective Date of the Ownership Guidelines; and
•
Each Senior Vice President is expected to beneficially own shares of our common stock having a value equal to at least one (1) times that executive officer’s base salary as of the later of the executive’s date of hire or the Effective Date of the Ownership Guidelines.
For purposes of determining compliance with these Ownership Guidelines, each Non-Executive Director or executive officer will have five (5) years from the date of their respective appointments (or five (5) years from the Effective Date of the Ownership Guidelines, whichever is later) to attain their respective ownership levels outlined above. If an executive officer’s base salary increases in connection with a promotion, that executive officer will have five years from the date of that promotion to acquire any additional shares needed for compliance.
Performance Shares or Units for which performance criteria have not been satisfied and unexercised stock options, regardless of whether vested or not, are excluded from the stock ownership calculation. Each Non-executive Director’s or executive officer’s common stock ownership will be valued using the greater of (i) the closing price of our common stock on The Nasdaq Stock Market on the last trading day of the Company’s most recently completed fiscal year and (ii) the average of the closing prices of our common stock on all trading days during the Company’s most recently completed fiscal year.
Attendance at Annual Meetings of Stockholders
The Company does not have a written policy regarding director attendance at annual meetings of stockholders, although directors are expected to attend these meetings absent unavoidable scheduling conflicts. Five members of the Board of Directors attended the 2023 Annual Meeting of Stockholders.
Communications with the Board of Directors
Any stockholder who wishes to contact our Board of Directors or an individual director may do so by writing to: Orange County Bancorp, Inc., 212 Dolson Avenue, Middletown, New York 10940, Attention: Board of Directors. The letter should indicate that the sender is a stockholder and, if shares are not held of
12
record, should include appropriate evidence of stock ownership. Communications are reviewed by the Corporate Secretary and are then distributed to the Board of Directors or the individual director, as appropriate, depending on the facts and circumstances outlined in the communications received. The Corporate Secretary may attempt to handle an inquiry directly (for example, where it is a request for information about the Company or it is a stock-related matter). The Corporate Secretary has the authority not to forward a 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 of Directors meeting, the Corporate Secretary 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.
Meetings and Committees of the Board of Directors
The Company conducts business through meetings of its Board of Directors and its committees, including an Audit and Risk Committee, Compensation Committee, and Nominating and Corporate Governance Committee. Each of these committees operates under a written charter, which governs its composition, responsibilities and operations. The Board of Directors also may establish such other committees as it deems appropriate, in accordance with applicable law and regulations and its corporate governance documents.
In 2023, the Board of Directors of the Company held five regular meetings and three special meetings. No member of the Board of Directors or any committee thereof attended fewer than 75% of the aggregate of: (i) the total number of meetings of the Board of Directors (held during the period for which he or she has been a director); and (ii) the total number of meetings held by all committees on which he or she served (during the periods that he or she served).
Audit and Risk Committee.
The Audit and Risk Committee assists the Board of Directors in fulfilling its responsibilities for general oversight of the integrity of our financial statements, compliance with legal and regulatory requirements, the independent registered public accounting firm’s qualifications and independence, and the performance of our internal audit and risk assessment function and the independent registered public accounting firm. Our Board of Directors has adopted a written charter for the Audit and Risk Committee, which is available on our website at www.orangebanktrust.com under the
About Us — Investor Relations — Corporate Governance
tab. The Audit and Risk Committee:
•
appoints, evaluates and determines the compensation of our independent registered public accounting firm;
•
reviews and approves the scope of the annual audit, audit fees and financial statements;
•
reviews disclosure controls and procedures, internal controls, internal audit function and corporate policies with respect to financial information;
•
oversees investigations into complaints concerning financial matters, if any;
•
reviews related party transactions as required; and
•
annually reviews the Audit and Risk Committee charter and the committee’s performance.
The Audit and Risk Committee works closely with management as well as our independent registered public accounting firm. The Audit and Risk Committee has the authority to obtain advice and assistance from and receive appropriate funding to engage outside legal, accounting or other advisors as the Audit and Risk Committee deems necessary to carry out its duties.
The Audit and Risk Committee is comprised of Directors Rouis (Chair), Kennedy and Heimbach, each of whom is “independent” in accordance with applicable Securities and Exchange Commission rules and Nasdaq listing standards. The Board of Directors has determined that Director Rouis qualifies as an “audit committee financial expert” as defined under applicable Securities and Exchange Commission rules. The Audit and Risk Committee met eight times during the year ended December 31, 2023.
Compensation Committee.
The Compensation Committee assists the Board of Directors in fulfilling its responsibilities relating to the compensation and benefits provided to the Company’s executive management and directors. Our Boards of Directors has adopted a written charter for the Compensation Committee,
13
which is available on our website at www.orangebanktrust.com under the
About Us — Investor Relations — Corporate Governance
tab. The Compensation Committee:
•
implements and reviews our compensation philosophy;
•
reviews and approves objectives relevant to executive officer compensation;
•
evaluates performance and determines the compensation of the Chief Executive Officer and other executive officers in accordance with those objectives;
•
reviews and oversees compensation and benefit plans, including determining awards under various benefit plans;
•
in consultation with the Nominating and Corporate Governance Committee, reviews, evaluates and determines compensation for non-employee directors;
•
annually reviews the Compensation Committee charter; and
•
reviews and approves a succession plan for executive officers, including the Chief Executive Officer.
The Compensation Committee has the responsibility for overseeing potential risks in the incentive compensation arrangements maintained by the Company, the Bank and HVIA. The Compensation Committee has the authority to conduct a review, at least annually, of the compensation arrangements and practices to ensure they do not motivate or incent unnecessary or excessive risk. The Compensation Committee received a report from senior management on its review of the incentive compensation arrangements and practices of the Company, the Bank and HVIA and concluded that the incentive compensation arrangements and practices do not encourage inappropriate risk taking.
Upon request from the Compensation Committee, the Chief Executive Officer and the Human Resources Director provide data, analyses, input and recommendations to the Compensation Committee on executive and director compensation. The Compensation Committee considers our Chief Executive Officer’s performance evaluation of each named executive officer’s performance and recommendation of appropriate total compensation. However, our Chief Executive Officer does not participate in any decisions relating to his own compensation and is not present during any Compensation Committee or Board of Directors deliberations or voting with respect to his total compensation. The Compensation Committee may form and delegate authority and duties to subcommittees for non-executive officers as it deems appropriate.
In 2023, the Compensation Committee retained the services of AON, an independent compensation consultant, to review the Company’s Executive Compensation Program which includes salary, annual incentive, and long-term incentive plans for our executive officers and also to review the non-employee director compensation. AON developed a peer group of financial institutions for the Compensation Committee to review and approve and then obtained the compensation data from these peer financial institutions. The Company’s peer banks are located near the New York City Metropolitan area and range in asset size between $1.5 and $5.0 billion. While the Compensation Committee considered input from AON when making compensation decisions, the Compensation Committee’s final compensation decisions reflect many factors and considerations. In addition, the Compensation Committee engaged AON to assist in succession planning and provide the Compensation Committee with guidance on the structure of our Chief Executive Officer’s amended and restated employment agreement.
The Compensation Committee is currently comprised of Directors Keane (Chair), Holcombe and Rowley, each of whom is “independent” in accordance with applicable Securities and Exchange Commission rules and Nasdaq listing standards. The Compensation Committee met eight times during the year ended December 31, 2023.
Nominating and Corporate Governance Committee.
The Nominating and Corporate Governance Committee is responsible for making recommendations to our Board of Directors regarding candidates for directorships and the size and composition of our Board of Directors. In addition, the Nominating and Corporate Governance Committee is responsible for overseeing our corporate governance guidelines and reporting and making recommendations to our Board of Directors concerning governance matters. Our Board of Directors has adopted a written charter for the Nominating and Corporate Governance Committee,
14
which is available on our website at www.orangebanktrust.com under the
About Us — Investor Relations — Corporate Governance
tab. The Nominating and Corporate Governance Committee:
•
identifies qualified individuals to be directors consistent with the criteria approved by the Board of Directors and recommending director nominees to the full Board of Directors;
•
reviews the structure of the committees of the Board of Directors and recommends to the Board of Directors for its approval directors to serve as members of each committee;
•
develops and recommends procedures for reviewing stockholder recommendations for director nominees;
•
develops the Company’s code of business conduct and ethics;
•
reviews and monitors the Board of Director’s compliance with applicable Securities and Exchange Commission regulations and listing standards for independence;
•
leads the Board of Directors in its annual performance review;
•
develops and recommends corporate governance guidelines; and
•
annually reviews the Nominating and Corporate Governance Committee’s charter and the committee’s performance.
The Nominating and Corporate Governance Committee is comprised of Directors Kennedy (Chair), Morrison, Rouis and Rowley each of whom is “independent” in accordance with applicable Securities and Exchange Commission rules and Nasdaq listing standards. The Nominating and Corporate Governance Committee met four times during the year ended December 31, 2023.
Criteria for Director Nominees.
A candidate must meet the eligibility requirements set forth in our Bylaws, which include an age limitation provision, a stock ownership requirement, and a requirement that the candidate must not have been subject to certain criminal or regulatory actions. A candidate also must meet any qualification requirements set forth in any applicable policies or governing documents of the Board of Directors and, if such candidate is intended to serve on any committee of such committee.
The Board of Directors has adopted a set of criteria that it considers when it selects individuals to be nominated for election to the Board of Directors. If a candidate is deemed eligible for election to the Board of Directors, the Board of Directors will then evaluate the following criteria in selecting nominees:
•
contributions to the range of talent, skill and expertise of the Board of Directors;
•
financial, regulatory and business experience, knowledge of the banking and financial service industries, familiarity with the operations of public companies and ability to read and understand financial statements, and legal or real estate experience;
•
familiarity with our market area and participation in and ties to local businesses and local civic, charitable and religious organizations;
•
personal and professional integrity, honesty and reputation;
•
the ability to represent the best interests of our stockholders and the best interests of the Company;
•
independence, as that term is defined under applicable Securities and Exchange Commission and applicable stock exchange listing criteria; and
•
the need for gender and ethnic diversity on the Board.
The Board of Directors also will consider any other factors it deems relevant, including the current composition and size of the Board of Directors, the balance of management and independent directors, and the need for Audit and Risk Committee expertise.
When nominating an existing director for re-election to the Board of Directors, the Board of Directors will consider and review an existing director’s attendance and performance at Board meetings and at meetings of committees on which he or she serves; length of Board service; the experience, skills and contributions that the existing director brings to the Board; and independence.
15
Stockholder Nominating Procedures.
The Board of Directors may consider qualified candidates for director suggested by our stockholders. Stockholders can suggest qualified candidates for director by writing to our Corporate Secretary at 212 Dolson Avenue, Middletown, New York 10940. The Board of Directors has adopted a procedure by which stockholders may recommend nominees to the Board of Directors. Stockholders who wish to recommend a nominee must write to the Company’s Corporate Secretary and such communication must include:
•
A statement that the writer is a stockholder and is proposing a candidate for consideration by the Board of Directors;
•
The name and address of the stockholder as they appear on the Company’s books, and of the beneficial owner, if any, on whose behalf the nomination is made;
•
The class or series and number of shares of the Company’s capital stock that are owned beneficially or of record by such stockholder and such beneficial owner;
•
A description of all arrangements or understandings between such stockholder and each proposed nominee and any other person or persons (including their names) pursuant to which the nomination(s) are to be made by such stockholder;
•
A representation that such stockholder intends to appear in person or by proxy at the meeting to nominate the nominee named in the stockholder’s notice;
•
The name, age, personal and business address of the candidate and the principal occupation or employment of the candidate;
•
The candidate’s written consent to serve as a director;
•
A statement of the candidate’s business and educational experience and all other information relating to such person that would indicate such person’s qualification to serve on the Company’s Board of Directors; and
•
Such other information regarding the candidate or the stockholder as would be required to be included in the Company’s proxy statement pursuant to Securities and Exchange Commission Regulation 14A.
To be timely, the submission of a candidate for director by a stockholder must be received by the Corporate Secretary at least 120 days prior to the anniversary date of the proxy statement relating to the preceding year’s annual meeting of stockholders. If (i) less than 90 days’ prior public disclosure of the date of the meeting is given to stockholders and (ii) the date of the annual meeting is advanced more than 30 days prior to or delayed more than 30 days after the anniversary of the preceding year’s annual meeting, a stockholder’s submission of a candidate shall be timely if delivered or mailed to and received by the Corporate Secretary of the Company no later than the 10
th
day following the day on which public disclosure (by press release issued through a nationally recognized news service, a document filed with the Securities and Exchange Commission, or on a website maintained by the Company) of the date of the annual meeting is first made.
Submissions that are received and that satisfy the above requirements are forwarded to the Board of Directors for further review and consideration, using the same criteria to evaluate the candidate as it uses for evaluating other candidates that it considers.
There is a difference between the recommendations of nominees by stockholders pursuant to this policy and a formal nomination (whether by proxy solicitation or in person at a meeting) by a stockholder. Stockholders have certain rights under applicable law with respect to nominations, and any such nominations must comply with applicable law and provisions of the Bylaws of the Company. See
“Stockholder Proposals and Nominations
.
”
Audit and Risk Committee Report
The Audit and Risk Committee has issued a report that states as follows:
•
We have reviewed and discussed with management our audited consolidated financial statements for the year ended December 31, 2023.
16
•
We have discussed with the independent registered public accounting firm the matters required to be discussed by the applicable requirements of the Public Company Accounting Oversight Board (“PCAOB”) and the Securities and Exchange Commission.
•
We have received the written disclosures and the letter from the independent registered public accounting firm required by the applicable requirements of PCAOB regarding the independent accountant’s communications with the Audit and Risk Committee concerning independence and have discussed with the independent registered public accounting firm their independence.
Based on the review and discussions referred to above, the Audit and Risk Committee recommended to the Board of Directors that the audited consolidated financial statements be included in our Annual Report on Form 10-K for the year ended December 31, 2023 for filing with the Securities and Exchange Commission.
This report shall not be deemed incorporated by reference by any general statement incorporating by reference this proxy statement into any filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, except to the extent that the Company specifically incorporates this information by reference and shall not otherwise be deemed filed under such Acts.
This report has been provided by the Audit and Risk Committee:
Jonathan F. Rouis, Chair
Marianna R. Kennedy Louis Heimbach
Transactions With Certain Related Persons
Federal law generally prohibits publicly traded companies from making loans to their executive officers and directors, but it contains a specific exemption from the prohibition for loans made by federally insured financial institutions, such as the Bank, to their executive officers and directors in compliance with federal banking regulations. At December 31, 2023, all of our loans to directors and executive officers were made in the ordinary course of business, were made on substantially the same terms, including interest rates and collateral, as those prevailing at the time for comparable loans with persons not related to the Bank, and did not involve more than the normal risk of collectability or present other unfavorable features. These loans were performing according to their original repayment terms at December 31, 2023, and were made in compliance with federal banking regulations.
Other than the loans described above, the Bank has not entered into any transactions since January 1, 2022 in which the amount involved exceeded $120,000 and in which any related persons had or will have a direct or indirect material interest.
Pursuant to our Policy and Procedures for Approval of Related Person Transactions, the Audit and Risk Committee periodically reviews, no less frequently than twice a year, a summary of transactions in excess of $25,000 with our directors, executive officers, and their family members, for the purpose of determining whether the transactions are within our policies and should be ratified and approved.
17
EXECUTIVE COMPENSATION
Summary Compensation
Table
The following table sets forth certain information as to the total remuneration paid by the Company to its President and Chief Executive Officer, Michael J. Gilfeather, and our two other most highly compensated executive officers for the year ended December 31, 2023. Each individual listed in the table below is referred to as a “named executive officer.”
| |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||