DEF: ConnectOne Bancorp Sets Date for 2025 Annual Shareholder Meeting, Outlines Key Proposals

ConnectOne Bancorp will hold its annual shareholder meeting virtually on May 20, 2025, to vote on director elections, executive compensation, and auditor ratification.

Summary

• ConnectOne Bancorp, Inc. will hold its Annual Meeting of Shareholders via webcast on May 20, 2025, at 9:15 a.m.
• Shareholders of record as of March 31, 2025, are entitled to vote.
• The meeting will address the election of twelve directors, an advisory vote on executive compensation, and the ratification of Crowe LLP as the company's independent registered public accountants for the fiscal year ending December 31, 2025.
• The Board of Directors recommends voting for the director nominees, the executive compensation proposal, and the ratification of Crowe LLP.
• The company's twelve continuing directors have a diversity of experience and backgrounds.
• 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.
• As part of the Board's commitment to refreshment, a mandatory retirement age of 75 for directors has been adopted.
• The company is merging with The First of Long Island Corporation, which is expected to close in the second quarter of 2025, adding three members from The First of Long Island's board to ConnectOne's board.
• The company's executive compensation program is designed to align with shareholder interests through stock ownership guidelines and equity-based long-term incentives.
• The company's insider trading policy prohibits hedging or pledging of company securities by directors and executive officers.
• The company's Compensation Recoupment Policy requires the return of incentive compensation in the event of a financial restatement.
• The company's stock ownership policy requires officers with the title Executive Vice President and above, together with members of the Board, to own a significant amount of the company's stock.
• The company's Federal regulators have assigned it a Community Reinvestment Act rating of Satisfactory.
• The company contributed approximately $745,000 to 263 different charitable organizations and schools during 2024.
• The company's Nominating and Corporate Governance Committee oversees the company's stewardship and sustainability planning and initiatives.
• The company's Board of Directors has been appointed to oversee the company's sustainability initiatives.
• The company maintains a detailed code of ethics, which includes provisions on conflicts of interest, and which is available on its website.
• The company's Board takes an active role in its cybersecurity risk program, and it maintains a cybersecurity training program for its employees and members of its Board.

Sentiment

Score: 7

Explanation: The document presents a generally positive outlook, highlighting the company's financial performance and strategic initiatives. The tone is professional and forward-looking, suggesting confidence in the company's future prospects.

Positives

• The company is committed to good corporate governance, including a code of ethics and policies on insider trading and compensation recoupment.
• The company encourages employee volunteerism and supports financial literacy programs.
• The company actively contributes to charitable causes in the communities it serves, donating approximately $745,000 to 263 different charitable organizations and schools during 2024.
• The company maintains clear policies prohibiting discrimination in lending based on gender, race, or national origin.
• The company provides digital, mobile, and online banking services to provide greater access to its services.
• The company's Federal regulators have assigned it a Community Reinvestment Act rating of Satisfactory.
• The company is committed to creating a positive work environment for its employees, offering a full benefits program and encouraging growth and development.
• The company maintains a whistleblower hotline and prohibits retaliation against employees raising good faith concerns.
• The company's Board takes an active role in its cybersecurity risk program, and it maintains a cybersecurity training program for its employees and members of its Board.

Risks

• Financial risks faced by the Bank include credit risk relating to its loans liquidity risk 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.
• Cybersecurity risk is initially overseen at ConnectOne by the management IT Committee (the ITC).

Future Outlook

The company expects its merger with The First of Long Island Corporation to close in the second quarter of 2025.

Industry Context

The document acknowledges a volatile year for the banking industry in 2024 due to the Federal Reserve's interest rate policies and concerns about commercial real estate values.

Comparison to Industry Standards

• The peer group approved by the Committee in October 2022 and resulting benchmark data continued to be used to assess and set 2024 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, with a median that approximated the Company's assets at the time of selection.
• The Industry Index allows for relative comparison of the Company's performance to the performance of other banks of similar size/region during the same three-year performance period.
• The Industry Index companies is objectively determined at the start of the performance period and consists of banks in the Mid-Atlantic and Northeast Region with total assets between $4 billion and $25 billion, traded on the NASDAQ or NYSE exchanges.

Related Party Transactions

• The company utilizes MWW Group for advertising and public relations, with Michael Kempner, a director, as President and CEO.
• Members of the Board have interests in limited liability companies that own branch locations leased by the Bank.
• Nicholas Minoia, a member of the Board, is a member of a limited liability company which owns the Summit, New Jersey branch.
• Daniel Rifkin, a member of the Board, is a member of a limited liability company which owns the Bardonia branch.
• Daniel Rifkin is also a member of a separate limited liability company which owns the Blauvelt branch.

Stakeholder Impact

• Shareholders are asked to vote on key proposals, influencing the company's direction and governance.
• Employees are supported through training programs and benefits, fostering a positive work environment.
• Customers benefit from the company's commitment to financial literacy and accessible banking services.
• Communities are supported through charitable contributions and responsible lending practices.

Next Steps

• Shareholders are encouraged to vote on the proposals outlined in the proxy statement.
• The company will proceed with the merger with The First of Long Island Corporation, expected to close in Q2 2025.
• The Board will continue to review and evaluate its corporate governance policies and compensation practices.

Key Dates

Keywords

annual meeting, proxy statement, directors, executive compensation, Crowe LLP, shareholders, corporate governance, ConnectOne Bancorp, merger, risk oversight, cybersecurity, sustainability