DEF 14A: ConnectOne Bancorp Sets Date for 2024 Annual Shareholder Meeting, Outlines Key Proposals

ConnectOne Bancorp will hold its annual shareholder meeting virtually on May 21, 2024, to vote on director elections, executive compensation, auditor ratification, and other business.

Summary

• ConnectOne Bancorp, Inc. will hold its Annual Meeting of Shareholders via webcast on May 21, 2024, at 9:15 a.m.
• Shareholders of record as of April 1, 2024, are entitled to vote.
• The meeting will cover the election of twelve directors, an advisory vote on executive compensation, the frequency of executive compensation votes, ratification of Crowe LLP as the company's independent auditor for the fiscal year ending December 31, 2024, and other business.
• The company is distributing proxy materials electronically, with a Notice of Internet Availability sent to shareholders around April 11, 2024.
• On April 1, 2024, there were 38,333,053 shares of Common Stock outstanding and entitled to vote.
• The Board of Directors recommends voting FOR the director nominees, FOR the executive compensation proposal, FOR holding say-on-pay votes annually, and FOR ratifying Crowe LLP as the independent auditor.
• The company has retained Laurel Hill Advisory Group, LLC at an estimated cost of $6,500 plus expenses to assist in the solicitation of proxies.

Sentiment

Score: 7

Explanation: The document presents a balanced view, highlighting both challenges and achievements. The tone is professional and forward-looking, suggesting a moderately positive outlook.

Positives

• The Board continually seeks to refresh and improve its composition and has added new directors both as a result of the acquisition of other insured institutions and through searches when it was determined that different skill sets or points of view were needed for the Board.
• The Board believes that the combination of these two roles at this time provides the benefit of more consistent communication and coordination throughout the organization.
• The Company believes it is both socially important, and good business, to conduct its business in a manner that provides a return to its shareholders and contributes to the well-being of its customers, employees, and the communities it serves.
• The Company strongly believes that having a workforce and Board that is reflective of the communities it serves is an important way to provide value to its employees, clients, and shareholders.

Negatives

• William Thomson, a director since 1994, will not seek renomination.

Risks

• Risk is an inherent part of the business of banking.
• Financial risks faced by the Bank include credit risk relating to its loans and interest rate risk as it pertains to its entire balance sheet.
• The Bank is also exposed to non-financial risks relating to its operations, personnel, and regulatory environment, as well as extraneous risks surrounding regional and global socioeconomic conditions.

Future Outlook

The company aims to continue its technology development and innovation initiatives to further position itself as a technology-forward partner.

Management Comments

• The Board believes that the combination of these two roles at this time provides the benefit of more consistent communication and coordination throughout the organization.
• The Company believes it is both socially important, and good business, to conduct its business in a manner that provides a return to its shareholders and contributes to the well-being of its customers, employees, and the communities it serves.
• The Company strongly believes that having a workforce and Board that is reflective of the communities it serves is an important way to provide value to its employees, clients, and shareholders.

Industry Context

The document acknowledges the difficult year for the banking industry in 2023 due to higher interest rates and the failure of regional banks, highlighting the importance of liquidity and deposit management.

Comparison to Industry Standards

• The peer group analysis and competitive benchmarking conducted in November 2022 was used to assess and set 2023 compensation levels.
• Peer banks consisted of publicly traded Mid-Atlantic, Connecticut, Massachusetts, and Rhode Island bank holding companies with a total asset range of $5.1 billion to $20.4 billion, that positioned the Company's assets within a reasonable range of peer median at the time of selection.
• The Industry Index is objectively determined and consists of banks in the Mid-Atlantic and Northeast Region with total assets between $4.5 billion and $25.0 billion, traded on the NASDAQ or NYSE exchanges.

Management Changes

Corporate Governance

Related Party Transactions

• The company utilizes the MWW Group for advertising and public relations, where Michael Kempner, a director, is the President and CEO.
• Several directors have interests in entities that lease branch locations to the Bank.
• Members of our Board of Directors, including our Chairman and CEO Frank Sorrentino III and Messrs. Boswell, Huttle, and Kempner, are, either directly or through their interests in family limited liability companies, members of a limited liability company that is the sole member of a limited liability company that owns our John Street, Hackensack branch locations, which are leased by the Bank.
• Nicholas Minoia, a member of our Board of Directors, is a member of a limited liability company which owns our Summit, New Jersey branch.
• Daniel Rifkin, a member of our Board of Directors, is a member of a limited liability company which owns the Bardonia branch.
• Mr. Rifkin is also a member of a separate limited liability company which owns the Blauvelt branch.

Stakeholder Impact

• The company's stewardship and sustainability efforts aim to benefit customers, employees, and communities.
• The company's commitment to diversity and inclusion seeks to provide value to employees, clients, and shareholders.

Next Steps

• Shareholders are encouraged to vote on the proposals outlined in the proxy statement.
• The Board will consider the outcome of the advisory vote on executive compensation when making future decisions.

Key Dates

Keywords

proxy statement, annual meeting, executive compensation, board of directors, ConnectOne Bancorp, shareholders, directors, governance, audit