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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the
Securities
Exchange Act of 1934
Filed by the Registrant þ
Filed by a Party other than the Registrant o
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 |
BANCORP OF NEW JERSEY, INC.
(Name of Registrant as Specified in its Charter)
NOT APPLICABLE
(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)
Payment of Filing Fee (Check the appropriate box):
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Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2)
and identify the filing for which the offsetting fee was paid previously. Identify the
previous filing by registration statement number, or the Form or Schedule and the date of its
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BANCORP OF NEW JERSEY, INC.
1365 Palisade Avenue
Fort Lee, New Jersey 07024
April 20, 2010
To Our Shareholders:
You are cordially invited to attend the Annual Meeting of Shareholders of Bancorp of New
Jersey, Inc., or the Company, to be held on Wednesday, May 26, 2010 at 3:00 PM at the Double Tree
Hotel, 2117 Route 4 Eastbound, Fort Lee, New Jersey.
At the annual meeting, shareholders will be asked to consider and vote upon the election of
seven directors to the Companys board of directors, to serve until the 2013 annual meeting of
shareholders and until their successors are elected and qualify, and any such other matters as may
properly come before the meeting.
The board of directors of the Company urges you to vote in favor of each of the boards
director nominees.
On behalf of the board of directors, we urge you to sign, date and return the enclosed proxy
card in the postage-paid envelope as soon as possible, even if you currently plan to attend the
annual meeting. This will not prevent you from voting in person, but will assure that your vote is
counted if you are unable to attend the annual meeting. Your vote is important. Please sign and
return the enclosed proxy card promptly. Your cooperation is appreciated, since a majority of the
common stock must be represented at the annual meeting, either in person or by proxy, to constitute
a quorum for the conduct of business.
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Very truly yours,
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ALBERT F. BUZZETTI |
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Chairman and Chief Executive Officer |
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BANCORP OF NEW JERSEY, INC.
1365 Palisade Avenue
Fort Lee, New Jersey 07024
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD MAY 26, 2010
Notice is hereby given that the Annual Meeting of Shareholders of Bancorp of New Jersey, Inc.,
or the Company, will be held at the Double Tree Hotel, 2117 Route 4 Eastbound, Fort Lee, New
Jersey on Wednesday, May 26, 2010, at 3:00 PM, for the purpose of considering and voting upon the
following matters:
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Election of seven directors to the Companys board of directors, to serve until
the 2013 annual meeting of shareholders and until their successors are elected and
qualify. |
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Such other matters as may properly come before the meeting. |
Shareholders of record at the close of business on April 14, 2010 are entitled to notice of
and to vote at the annual meeting. Whether or not you contemplate attending the annual meeting,
the board of directors of the Company recommends that you execute and return the enclosed proxy.
You may revoke your proxy at any time prior to the exercise of the proxy by delivering to the
Company a later dated proxy, by delivering a later dated written notice of revocation to the
Company, or by voting your shares in person at the annual meeting.
Important Notice Regarding Availability of Proxy Materials for the Annual Meeting of
Shareholders to Be Held on May 26, 2010:
Our proxy statement, annual report to shareholders, proxy card, and directions to attend the
annual meeting are available on www.bonj.net. If you would like to receive proxy materials related
to this or any future shareholders meetings, or any of the Companys filings with the Securities
and Exchange Commission or press releases, please email your request to shareholder@bonj.net or
call us at (201) 944-8600.
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BY ORDER OF THE BOARD OF DIRECTORS
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DIANE M. SPINNER |
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Secretary |
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April 20, 2010
BANCORP OF NEW JERSEY, INC.
1365 Palisade Avenue
Fort Lee, New Jersey 07024
PROXY STATEMENT FOR ANNUAL MEETING
OF SHAREHOLDERS TO BE HELD ON MAY 26, 2010
This proxy statement is being furnished to shareholders of Bancorp of New Jersey, Inc.,
referred to as the Company, in connection with the solicitation by the board of directors of the
Company of proxies to be voted at the annual meeting of shareholders to be held at the Double Tree
Hotel, 2117 Route 4 Eastbound, Fort Lee, New Jersey, at 3:00 PM on Wednesday, May 26, 2010, or such
later date to which the annual meeting may be adjourned or postponed.
At the annual meeting, you will be asked to consider and vote upon the following matters:
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Election of seven directors to the Companys board of directors, to serve until
the 2013 annual meeting of shareholders and until their successors are elected and
qualify. |
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Such other matters as may properly come before the meeting. |
Information regarding the election of directors is included in this proxy statement.
Shareholders should carefully read this proxy statement.
The first date on which this proxy statement and the enclosed form of proxy are being sent to
the shareholders of the Company is on or about April 20, 2010.
TABLE OF CONTENTS
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FORWARD-LOOKING STATEMENTS
This document contains forward-looking statements, in addition to historical information. Forward
looking statements are typically identified by words or phrases such as believe, expect,
anticipate, intend, estimate, project, and variations of such words and similar
expressions, or future or conditional verbs such as will, would, should, could, may, or
similar expressions.
You should note that many factors, some of which are discussed in this document and in the
documents we file with the Securities and Exchange Commission from time to time, could affect the
future financial results of Bancorp of New Jersey, Inc. and its subsidiary, Bank of New Jersey (or
the Bank), and could cause those results to differ materially from those expressed in the
forward-looking statements contained in this document. These factors include, but are not limited,
to the following:
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Current economic crisis affecting the financial industry; |
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Volatility in interest rates and shape of the yield curve; |
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Increased credit risk and risks associated with the real estate market; |
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Operating, legal and regulatory risk; |
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Economic, political and competitive forces affecting the Companys line of
business; and |
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The risk that managements analysis of these risks and forces could be
incorrect, and/or that the strategies developed to address them could be unsuccessful. |
Bancorp of New Jersey, Inc., referred to as we or the Company, cautions that these
forward-looking statements are subject to numerous assumptions, risks and uncertainties, all of
which change over time, and we assume no duty to update forward-looking statements, except as may
be required by applicable law or regulation. We caution readers not to place undue reliance on any
forward-looking statements. These statements speak only as of the date made, and they advise
readers that various factors, including those described above, could affect our financial
performance and could cause actual results or circumstances for future periods to differ materially
from those anticipated or projected. Except as required by applicable law or regulation, we do not
undertake, and specifically disclaim any obligation, to publicly release any revisions to any
forward-looking statements to reflect the occurrence of anticipated or unanticipated events or
circumstances after the date of such statements.
ii
INFORMATION ABOUT VOTING
How are proxies being solicited?
This proxy solicitation is being made by and at the direction of the board of directors of the
Company, and we will pay all expenses relating to the solicitation. In addition to the use of the
mails, proxies may be solicited personally, by telephone or by other electronic means by officers,
directors and employees of the Company and the Bank, who will not be compensated for such
solicitation activities. Arrangements may be made with brokerage houses and other custodians,
nominees and fiduciaries for forwarding solicitation materials to the beneficial owners of shares
held of record by such persons, and the Company will reimburse those persons for their reasonable
expenses.
What is on the agenda for the annual meeting?
The agenda for the annual meeting includes the election of seven directors to the Companys
board of directors, to serve until the 2013 annual meeting of shareholders and until their
successors are elected and qualify and such other matters as may properly come before the annual
meeting. We are not aware of any such other matters that may properly come before the annual
meeting at the present time.
Who can vote?
You can vote at the annual meeting if you are a holder of our common stock on the record date.
The record date is the close of business on April 14, 2010. Each share of common stock you own as
of the record date entitles you to one vote for each director to be elected in the election of
directors and one vote on any other matter as may properly come before the annual meeting. As of
April 14, 2010, there were 5,206,932 shares of common stock outstanding and entitled to vote.
How do I vote if shares are held directly in my name?
If you hold your shares in certificate form and not through a bank, brokerage firm or other
nominee, you may vote your shares in one of the following ways:
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Voting By Mail. If you choose to vote by mail, complete the enclosed
proxy, date and sign it, and return it in the postage-paid envelope provided. |
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In Person. If you choose to vote in person, come to the annual meeting
and cast your vote. If you attend the meeting, you may vote your shares in person even
if you have previously submitted a proxy. |
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Internet Voting. If you choose internet voting, visit
www.voteproxy.com and follow the on-screen instructions. Have your proxy card
available when you access the web page, and use the Company Number and Account number
shown on your proxy card. |
How do I vote if shares are held in street name or through a bank, brokerage firm or other
nominee?
If you hold your shares in street name or through a bank, brokerage firm or other nominee, you
will need to vote your shares by providing voting instructions to your bank, brokerage firm or
other nominee, in accordance with the voting instruction form provided to you by your bank,
brokerage firm or other nominee, or by obtaining a legal proxy from your bank, brokerage firm or
other nominee authorizing you to vote those shares at the annual meeting. Only with a legal proxy
from your bank, brokerage firm or other nominee can you cast your vote in person at the annual
meeting.
How will my proxy be voted?
If you hold your shares directly in your name, unless you indicate differently on your proxy,
we plan to vote signed and returned proxies FOR the election of the boards director nominees named
in this proxy statement.
If you hold your shares of the Companys common stock in street name (that is, through a
broker or other nominee), under applicable rules, brokers have the discretion to vote on routine
matters, such as the ratification of the selection of accounting firms, but do not have discretion
to vote on non-routine matters. Recent regulatory changes applicable to the New York Stock
Exchange member brokerage firms (many of whom are the record holders of shares of AMEX-listed
companies like us) have changed the matters that are considered routine matters: for example, the
uncontested election of directors is no longer considered a routine matter. As a result, if you
are a beneficial owner and hold shares in street name, but do not give your broker or other nominee
instructions on how to vote your shares with respect to the election of directors, no votes will be
cast on your behalf.
At or after the annual meeting, a judge of judges of elections will tabulate ballots cast by
shareholders present and voting in person and votes cast by proxy.
What is a broker non-vote?
A broker non-vote occurs when a bank or brokerage firm holding shares on behalf of a
shareholder does not receive voting instructions from the shareholder by a specified date before
the annual meeting and the bank or brokerage firm is not permitted to vote those undirected shares
on specified matters under applicable stock exchange rules. Thus, if you do not give your broker
specific instructions, your shares may not be voted on those matters (so-called broker non-votes)
and will not be counted in determining the number of shares necessary for approval. Broker
non-votes are not considered to be votes cast and, therefore, generally have no effect on the
outcome of elections of directors or other matters submitted to the shareholders. Shares
represented by broker non-votes will be counted, however, in determining the number of shares of
common stock represented in person or by proxy and entitled to vote.
Can I revoke my proxy or change my vote after submitting my proxy?
Yes. Any shareholder giving a proxy has the right to attend the annual meeting and vote in
person. A proxy may be revoked prior to the annual meeting if a later-dated proxy or a written
revocation is sent to the Company at Bancorp of New Jersey, Inc., 1365 Palisade Avenue, Fort Lee,
New Jersey 07024, Attn.: Secretary, and received prior to the annual meeting. In addition, a proxy
may be revoked at the annual meeting by filing a later-dated proxy or by filing a written notice of
such revocation with the Secretary of the Company at the annual meeting prior to the voting of such
proxy.
What constitutes a quorum at the annual meeting and how are votes counted?
We need a quorum of shareholders to hold a valid annual meeting. A quorum will be present if
at least a majority of the outstanding shares of common stock are represented in person or by proxy
at the annual meeting. Abstentions and broker non-votes are counted as present for the purpose of
establishing a quorum.
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How many votes are required for the election of directors?
Directors are elected by a plurality vote of shares of common stock cast in person or by proxy
at the annual meeting. A plurality means that the individuals who receive the largest number of
affirmative votes cast are elected as directors up to the maximum number of directors to be chosen
at the annual meeting. Because the election of directors is based on a plurality of the votes
cast, abstentions and broker non-votes have no effect on the outcome of the vote. Votes that are
withheld from a director nominee will be excluded entirely from the vote for such nominee and will
have no effect on the result. Shareholders are not entitled to cumulative voting in the election
of directors.
How many votes are required for any other proposals that may properly come before the annual
meeting?
Any other proposals that may properly come before the annual meeting will be approved if a
majority of the votes cast are voted in favor of the action, unless the question is one upon which
a larger or different vote is required by express provision of law or by our certificate of
incorporation or our bylaws. Abstentions and broker non-votes on such other proposals are not
considered votes cast on the proposals and, as such, have no effect on the approval of the
proposals. We are not aware of any such other proposals that may properly come before the annual
meeting at the present time.
ELECTION OF DIRECTORS
Our certificate of incorporation and bylaws provide that the number of directors constituting
the entire board will be between five and 25, with the exact number to be determined from time to
time by the board of directors. The board has fixed the number of directors constituting the
entire board at 19.
Our certificate of incorporation and bylaws also provide that the directors will be divided
into three classes, as nearly equal in number as possible, in respect to the time for which they
severally hold office. At each annual meeting of shareholders, only one class of directors is to
be elected and each class of directors so elected will serve for a term of approximately three
years.
It is intended that the proxies solicited by the board of directors will be voted FOR the
seven director nominees named below (unless the shareholder otherwise directs). If, for any
reason, any nominee becomes unavailable for election or service on the board, the proxy solicited
by the board of directors will be voted for such substituted nominee as is selected by the board of
directors. The board has no reason to believe that any of the named nominees are not available or
will not serve if elected.
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Nominees For Director Term Expiring In 2013
The board has nominated incumbent directors, John K. Daily, Armand Leone, Jr., Michael Lesler,
Anthony M. Lo Conte, Rosario Luppino, Carmelo Luppino, Jr. and Howard Mann, for reelection to the
board of directors at the 2010 annual meeting of shareholders, each to serve until the 2013 annual
meeting of shareholders and until his successor is elected and qualifies. Each director nominee
other than Mr. Lesler and Mr. Carmelo Luppino, Jr. has served as a director of the Company and the
Bank since their respective organizations.
The names of the director nominees and certain information about them are set forth below:
John K. Daily, 52, has over 30 years of experience in the insurance industry and has been
employed by C. A. Shea & Company, a commercial surety bonding firm. He is also President and
Organizer of First Founders Assurance Company, a New Jersey licensed insurance company. He is
licensed with the New Jersey and New York State Departments of Insurance and is experienced in
dealing with auditors and regulators. John has served as past president of the Borough of Demarest
Republican Club and has served the borough as a past member of the Planning Board. As a longtime
resident of Bergen County, John participated in several civic and community organizations and
activities in our local area. He is an organizer of the bank and has been a director of the bank
and the holding company since 2006. He has also been a member of the Audit Committee and the
Asset/Liability Committee since inception. His experience as a businessman, an underwriter, and an
executive of regulated businesses support his re-election as a member of the Board of Directors.
Armand Leone, Jr. MD, JD, 53, is a partner in the law firm of Britcher Leone & Roth, LLC since
2000. He has also been President of the legal and consulting practice of Armand Leone, Jr. MD., PC
since 1997. He has been a director, organizer, and Vice Chairman of the bank and the holding
company since 2006. Prior to its sale, Dr. Leone served as Chairman of the Board of Rock Community
Bank from 1999 until its sale in 2005. He is a member of the New York and New Jersey State Bars as
well as Chairman of the Board of the U.S. Equestrian Team Foundation. Dr. Leones legal expertise
and his experience as chairman of a bank led to his election as a member of the Board of Directors
and as Vice Chairman and support his re-election.
Michael Lesler, 39, is President, Chief Operating Officer, and Director of Bancorp of New
Jersey, Inc. and Bank of New Jersey since June, 2009. He served as Executive Vice President and
Chief Financial Officer of the Bank since its inception in May, 2006 and of the Holding Company
since its inception in November, 2006. Mr. Lesler was involved in the organizational activities
related to the Bank between August, 2005 and May, 2006. He served as Senior Vice President of
Interchange Capital Corp., a subsidiary of Interchange Financial Services Corporation from May 2003
until August 2005. Mr. Lesler, who is also a CPA, was employed by Bridge View Bancorp from 1997
until it was acquired by Interchange Financial Services Corporation in May 2003 and served as
Senior Vice President and Chief Financial Officer of Bridge View Bancorp. During his banking
career, Mr. Lesler has served in various capacities and has managed areas of the business,
including financial reporting, lending, compliance, asset and liability management, and retail
sales.
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Anthony M. LoConte, 53, is President and Chief Executive Officer of Anthony L &S, LLC and has
been in the business of shoe importing and distribution for over 20 years. Mr. LoConte also owns
and operates his own real estate portfolio, including within the local Bergen County community. He
has been a director and organizer of the bank and the holding company since 2006. He has served on
the Companys Compensation Committee since its inception. Mr. LoConte is a resident of Bergen
County and his extensive experience as a real estate investor within the market, his knowledge of
the local real estate environment, and his business acumen support his re-election as a member of
the Board of Directors.
Carmelo Luppino, Jr., 54, has been a real estate developer and general contractor in New
Jersey for over 30 years. He has been the Managing Member of Luppino Homes, LLC since 1989. He
was appointed to the Board of Directors of the Bank and the Holding Company in 2009. He is an
original shareholder of the Bank and the Holding Company. He has also served the Fort Lee
community as a President of their Board of Education. Mr. Luppinos business background, knowledge
of the local real estate market, and service to the Fort Lee community support his election to
serve as a member of the Board of Directors.
Rosario Luppino, 77, has been a General Contractor and Real Estate Developer in New Jersey for
over 50 years. He is noted for his development of high rise residential developments in Fort Lee
and Hackensack, New Jersey. He is involved in numerous charitable organizations. He is a member
of the Englewood Cliffs, NJ UNITI Club and the Greater Fort Lee Chamber of Commerce, where he is a
past Man of the Year recipient. He has been a director and organizer of the bank and the holding
company since 2006. In considering the combination of Mr. Luppinos experience as a businessman,
his commitment to the local community, and his extensive knowledge of the local real estate market,
he led to his election to serve as a member of the Board of Directors and support his re-election.
Howard Mann, 55, has a long background in the lace and textile business. He has President of
Carolace Industries, Ridgefield, New Jersey since 2000. A 22 year veteran and former Fire Chief of
the Englewood Cliffs Fire Department, he currently serves as Assistant Chief. He is a past
President and current trustee of the Jewish Community Center of Fort Lee. Mr. Mann is a director
and organizer of the bank and the holding company since 2006. He has held various board committee
positions as well as being the current Chairman of the Compliance Committee. Mr. Manns business
background and his commitment to the local Fort Lee and Englewood Cliffs communities, as well as
the Bergen County community, led to his election to serve as a member of the Board of Directors and
support his re-election.
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Continuing Directors
The names of our directors whose current terms will continue after the 2010 annual meeting of
shareholders, and certain information about them, are set forth below:
Michael Bello, 46, has been an insurance agent for over 20 years and is President of the
Michael Bello Insurance Agency in Cliffside Park, New Jersey. A lifelong Bergen County resident,
he has several real estate investments in Bergen County as well as being an organizer and director
of the Bank and the Holding Company since 2006. He has been a member of the Compensation Committee
since inception. Mr. Bello is a member of the Professional Insurance Agents of New Jersey and a
member of several civic and business organizations in the local area. His business experience,
knowledge of the local economy and real estate market, and his service to the local communities
supported his election to serve as a member of the Board of Directors.
Jay Blau, 64, is a private investor with a background in institutional sales of securities.
In 1977, he founded Dynamic Designs, which became a world supplier of fiberglass and polyurethane
foam flower pots to major retailers, to a private equity firm. Today, he serves as President and
CEO of Imperial Sales & Sourcing Inc., a consultant to the retail home and garden distribution
industry. He was an organizer of the Bank and the Holding Company since 2006. Mr. Blaus business
background and experience led to his election to serve as a member of the Board of Directors.
Albert F. Buzzetti, 70, is Chairman of the Board and Chief Executive Officer of Bancorp of New
Jersey, Inc, and Bank of New Jersey and has maintained these positions since 2006. Mr. Buzzetti is
an organizer and director of the Bank and the Holding Company and was responsible for
organizational activities related to the Bank between 2005 and 2006. With over 30 years of
experience in executive banking positions in New Jersey, he served as President and CEO of Bridge
View Bancorp from 1989 until its sale to Interchange Financial Services Corporation in 2003. He
remained with Interchange as Executive Vice President of Interchange Bank until 2004. A U.S. Army
veteran, Mr. Buzzetti has served the local community as a bank executive for over 20 years and has
also been a trustee and member of various civic and local organizations.
Albert L. Buzzetti, 41, is an attorney in the states of New York and New Jersey and Managing
Partner of A. Buzzetti and Associates, LLC, and Englewood Cliffs, New Jersey law firm. Mr.
Buzzetti has represented various banking clients in commercial and residential real estate closing,
work-out negotiations, merger agreements, and general research relating to banking law. He is an
organizer and director of the Bank and the Holding Company since 2006 and has been a member of the
Bank Boards Executive Committee and Loan Committee since inception. He has served the Bergen
County community as a member of the Bergen County Bar Association and as counsel for the Borough of
Englewood Cliffs Planning Board. Mr. Buzzettis legal expertise, knowledge of the local real
estate market, and his service to the local communities supported his election to serve as a member
of the Board of Directors.
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Gerald A. Calabrese, Jr., 60, is President of Century 21, Calabrese Realty and has been a
director of the Bank and the Holding Company since 2007. Prior to his appointment as a director of
Bancorp of New Jersey, Inc, and Bank of New Jersey, Mr. Calabrese served as a director of
Interchange Financial Services Corporation between 2003 and 2007 and as a director of Bridge View
Bancorp from 1989 until its sale to Interchange Financial in 2003. He has served as an Executive
Committee member and as a Loan Committee member for Bank of New Jersey since his appointment. Mr.
Calabrese is a member of various local and civic organizations with the Bergen County community.
Mr. Calabreses experience as a businessman, his knowledge of the local real estate community, his
commitment to the local community, and his past experience as a director of two financial
institutions supported his election to serve as a member of the Board of Directors.
Stephen Crevani, 68, is an organizer and director of the Bank and Holding Company since 2006.
Mr. Crevani has been in the reinforced concrete business for over 35 years. He is the founder, and
has been the President, of Aniero Concrete, Hackensack, New Jersey, since 1970. He is also
President of World Towers Building Association and owns and operates a training center for
standard-bred horses. He is a member of the New York and New Jersey Trotting Associations and has
received awards from the American Concrete Institute and the New Jersey Concrete Institute. Mr.
Crevani was elected as a member of the Board of Directors based upon his business experience and
his knowledge of the local community, including its real estate market.
Josephine Mauro, 77, is a realtor and owner of Mauro Realty Company. She is an organizer and
director of the Bank and the Holding Company since 2006. She is past President of the Eastern
Bergen County Board of Realtors. Ms. Mauro has been a Director of the New Jersey Association of
Realtors, the National Association of Realtors, and the American Lung Association. She also
previously served as a director of Panamerica National Bank. She has also received distinguished
service awards and humanitarian awards from such organizations as Boys Town of Italy, Central New
Jersey Lung Association, and the Ferraro Foundation for Science and the Disabled. Ms. Mauros past
experience as a director, her commitment to the community, her business acumen, and her knowledge
of the local economy and real estate market led to her election to serve as a member of the Board
of Directors.
Joel P. Paritz, 66, is a Certified Public Accountant with over 35 years experience in all
facets of accounting, including external and internal audit of Banks and other financial
institutions. He is President and Head of the Tax and Banking Departments at Paritz & Company,
P.A., Hackensack, New Jersey. He is a member of the New Jersey and New York State Society of
Certified Public Accountants and of the American Institute of Certified Public Accountants,
Securities and Exchange Commission Practice Section. He qualifies as an audit committee financial
expert under the rules and regulations of the SEC, and therefore, has served on the Audit
Committee since inception. He has been an organizer and director of the Bank and the Holding
Company since 2006.
Christopher M. Shaari, MD, 42, is an organizer and director of the Bank and the Holding
Company since 2006. He is a practicing physician in the field of Otolaryngology, head and neck
surgery. With offices in Hackensack, New Jersey, he is actively affiliated with Hackensack
University Medical Center and Holy Name Hospital. Dr. Shaari serves on the Board of Governors of
Hackensack University Medical Center and is Division Chief of Head and Neck Cancer as well as
Chairman of the Head and Neck Tumor Board at Hackensack University Medical Center. Dr. Shaaris
experience and commitment to serve the local community led to his election to serve as a member of
the Board of Directors.
-7-
Anthony Siniscalchi, 51, is a partner and co-founder of A.Uzzo & Co., CPAs P.C. He is
licensed as a Certified Public Accountant in the states of New York and New Jersey and is a member
of the American Institute of Certified Public Accountants and the New York and New Jersey State
Society of Certified Public Accountants. He specializes in the manufacturing, distribution, real
estate, and financial services industries. Mr. Siniscalchi qualifies as an audit committee
financial expert under the rules and regulations of the SEC, and therefore, qualifies to serve as
our Chairman of the Audit Committee. Mr. Siniscalchi has been an organizer and director of the
Bank and the Holding Company since 2006 and has served as Audit Committee Chairman since that time.
Mark Sokolich, 46, is an attorney and Managing Partner of Sokolich & Macri, a Fort Lee, New
Jersey law firm. Mr. Sokolich has represented various banking clients in commercial and
residential real estate closing, work-out negotiations, and general research relating to banking
law. He is an organizer and director of the Bank and the Holding Company since 2006. A life-long
Fort Lee resident, he has been Mayor of the Borough of Fort Lee since 2008 and a former councilman.
He is a member of the Fort Lee Chamber of Commerce and the Fort Lee Rotary Club as well as a
member of the Bergen County and New Jersey Bar Associations. He is a founder of the Fort Lee Flag
Football Association and a director of the Fort Lee Little League. His legal expertise, knowledge
of real estate law and the local real estate market, as well as his commitment to serve the local
community led to his election as a member of the Board of Directors.
Diane M. Spinner, 56, has served as Executive Vice President and Chief Administrative Officer
of the Bank and the Holding Company as well as Corporate Secretary of Bancorp of New Jersey, Inc.
since 2006. Ms. Spinner was involved in various aspects of the organizational activities related
to the Bank between 2005 and 2006. She is an organizer and director of the Bank and the Holding
Company since 2006. Ms. Spinner has over 30 years experience in commercial banking, most recently
as President and Chief Executive Officer of Rock Community Bank, Glen Rock, New Jersey. While
serving in various executive banking positions, she has managed various areas of banking
activities, including asset/liability management, lending, retail operations, and administration.
Her business, and banking, acumen, her knowledge of the Bergen County community, and her experience
led to her election to serve as a member of the Board of Directors.
Director Albert L. Buzzetti is the son of Chairman of the Board & CEO, Albert F. Buzzetti.
Director Rosario Luppino is the uncle of Director Carmelo Luppino, Jr.
No director of the Company is also a director of a company having a class of securities
registered under Section 12 of the Securities Exchange Act of 1934, as amended, referred to as the
Exchange Act, or subject to the requirements of Section 15(d) of such act, or any company
registered as an investment company under the Investment Company Act of 1940.
Recommendation
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE FOR THE ELECTION OF EACH OF ITS
NOMINEES TO THE BOARD OF DIRECTORS OF THE COMPANY TO SERVE UNTIL THE 2013 ANNUAL MEETING OF
SHAREHOLDERS AND UNTIL HIS SUCCESSOR IS ELECTED AND QUALIFIES.
-8-
BOARD OF DIRECTORS AND COMMITTEES
Director Independence
On June 3, 2008, the Companys common stock was listed on NYSE Amex (formerly the American
Stock Exchange). Accordingly, we have determined the independence of the members of our board of
directors and board committees by reference to the listing standards of NYSE Amex. Under these
independence standards, Michael Bello, Jay Blau, Gerald A. Calabrese, Jr., Stephen Crevani, John K.
Daily, Armand Leone, Jr., Anthony M. Lo Conte, Carmelo Luppino, Rosario Luppino, Howard Mann,
Josephine Mauro, Joel P. Paritz, Christopher M. Shaari, Anthony Siniscalchi and Mark Sokolich were
determined to be independent, and all of the members of our audit and compensation committees were
determined to be independent. During 2009, the independent members of the board of directors
functioned as the Companys nominating committee. In determining independence, the board
considered the amounts of legal, insurance agency and appraisal services provided by certain
directors or entities in which they have interests, and determined that such transactions and
relationships would not interfere with the directors exercise of independent judgment in carrying
out the responsibilities of a director. In connection with such services, the disinterested
members of the board of directors reviewed the transactions and relationships, determined that each
is on arms-length terms, and approved each such transaction and relationship. No member of the
audit committee had an interest in any such transaction or relationship. The members of the board
who were determined to be not independent were Albert F. Buzzetti, Michael Lesler, Albert L.
Buzzetti and Diane M. Spinner. Albert F. Buzzetti, Michael Lesler and Diane M. Spinner being
employees of the Company and Albert L. Buzzetti being son of Albert F. Buzzetti.
Board Meetings
During 2009, the board of directors held 12 meetings. All of our directors attended at least
75% of board meetings and meetings of committees of the board on which such directors served.
We have no formal policy with respect to director attendance at our annual meeting of
shareholders. All of our directors except Rosario Luppino attended the Banks 2009 annual meeting
of shareholders.
Board Leadership Structure and role in Risk Oversight
Bancorp of New Jersey, Inc. has been led by Albert F. Buzzetti, who has served as Chairman and
Chief Executive Officer since 2006. Our Board is comprised of Mr. Buzzetti and 18 other directors,
of whom 15 are independent under NYSE and NASDAQ guidelines. The Board has three standing
independent committees with separate chairpersons the Audit Committee, a Nominating and
Corporate Governance Committee, and a Compensation Committee. The Company also utilizes an
Executive Committee for certain strategic and business related decisions. Our Audit Committee and
Executive Committee are responsible for overseeing risk management and our full board engages in
discussions of risk management and receives any reports on risk from executive management, other
company officers, and the chair of the Audit Committee, if deemed necessary. Each of our other
board committees also considers the risk within its area of responsibilities.
-9-
We have employed this same basic leadership structure since the approval of the Banks charter
in 2006. We believe that this leadership structure has been effective. We believe that having a
combined Chairman/CEO and independent chairpersons for each of our Board committees provides the
right form of leadership. We have a single leader for our company who can present a consistent
vision, and is seen by our customers, business partners, investors, regulators, and other
stakeholders as providing strong leadership for Bancorp of New Jersey, Inc. and in our industry.
We believe that our Chairman/CEO together with our Audit Committee, Executive Committee, and the
full board of directors, provide effective oversight of the risk management function.
Compensation As It Relates to Risk Management
The Compensation Committee oversees compensation policy and the compensation packages of our
executive officers. The Company does not currently have any incentive based compensation packages.
The Compensation Committee did review the compensation of our executive officers and none
individually, or taken together, was reasonably likely to have a materially adverse effect on the
Company and no compensation was determined to be excessive. No other forms of compensation were
considered to encourage undue or unwarranted risk.
Board Committees
The board of directors of the Company conducts much of its business through committees of the
board. During 2009, the board maintained standing audit and compensation committees, as well as an
executive committee. The independent members of the board of directors functioned as the Companys
nominating committee in 2009.
Audit Committee
The audit committee of the board of directors consisted of Directors Siniscalchi (Chair),
Daily, Mauro and Paritz during the fiscal year ended December 31, 2009. Each member of the audit
committee was independent under the requirements of NYSE Amex relating to audit committee members.
The board of directors has determined that each of Messrs. Siniscalchi and Paritz qualifies as an
audit committee financial expert, as defined under the rules of the Securities and Exchange
Commission, or SEC. The audit committee met four (4) times in 2009.
The board of directors of the Company has designated a standing audit committee. The audit
committee has adopted a formal charter, a current copy of which is available at the Companys
website at www.bonj.net. The primary duties of the audit committee are:
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making suitable periodic examinations into the affairs of the Company, or
causing such examinations to be made, including whether the Company is in a sound and
solvent condition and whether adequate internal audit controls and procedures are being
maintained; |
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recommending to the board such changes in the manner of doing business or
conducting the affairs of the Company as shall be deemed advisable; |
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upon its own recommendation, employing a qualified firm of certified public
accountants to make an audit and examination of the affairs of the Company at least
once in each calendar year;
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-10-
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reviewing in detail all examinations of Federal and state regulatory
authorities; |
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reviewing any changes in accounting policy proposed by management, the internal
auditors or the certified public accountants; |
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making appropriate reports of its activities to the full board of directors; |
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reviewing quarterly and annual financial statements; |
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managing the risk management process in conjunction with the full board of
directors and the Executive Committee; and |
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reviewing and approving related party transactions. |
Audit Committee Report
In accordance with SEC regulations, the audit committee has prepared the following report. As
part of its ongoing activities, the Audit Committee has:
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reviewed and discussed the audited consolidated financial statements of the
Company at and for the year ended December 31, 2009, with management; |
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discussed with ParenteBeard, LLC the Companys independent registered public
accounting firm, the matters required to be discussed by Statement on Auditing
Standards No. 61, Communication with Audit Committees, as amended; and |
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received the written disclosures and letter from ParenteBeard, LLC required by
Independence Standards Board Standard No. 1, Independence Discussions with Audit
Committees, as currently in effect, and discussed with BMC its independence. |
Based upon its review and the considerations and discussions referenced above, the audit
committee recommended to the board of directors that our audited consolidated financial statements
be included in the Companys annual report on Form 10-K, as filed with the SEC on March 30, 2010.
Submitted by the Audit Committee:
Anthony Siniscalchi, Chair
John K. Daily
Josephine Mauro
Joel P. Paritz
March 30, 2010
The foregoing Audit Committee Report shall not be deemed to be incorporated by reference
into any filing made by the Company under the Securities Act of 1933, as amended, or the Securities
Exchange Act of 1934, as amended, notwithstanding any general statement contained in any such
filing incorporating this proxy statement by reference, except to the extent the Company
incorporates such report by specific reference.
-11-
Compensation Committee
During 2009, the compensation committee of the board of directors consisted of Directors
Shaari (Chair), Bello, Blau, Leone and Lo Conte and met once.
The compensation committee has not adopted a formal charter. The primary duties of the
compensation committee are:
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adopting compensation policy; |
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reviewing and evaluating the compensation of the directors and executive
officers, and recommending any modification in any such compensation; |
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requiring regular salary and benefit surveys comparing the Company with its
competitors; and |
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approving all changes in the compensation package of executive officers. |
Compensation Processes and Procedures
Our board of directors has delegated the sole authority to set the compensation of our
executive officers to the compensation committee. While the committee may seek input from the
chief executive officer with respect to the compensation of other executive officers, the committee
may not delegate the authority to set the compensation of executive officers. The compensation
committee may retain, but has not retained, a compensation consultant.
Nominations and Shareholder Communications
Nomination Process
The Bank commenced operations in May 2006 and adopted a holding company structure in July
2007. With three exceptions, the current board of directors of the Company remains comprised of
organizers of the Bank. For this reason, the board has not yet designated a nominating committee
to consider new director nominees. Until the board does designate such a committee, the
independent members of the board of directors will participate in the consideration of director
nominees.
-12-
The board of directors will consider director candidates recommended by shareholders.
Any shareholder who wishes to recommend a director candidate for consideration may send notice to
Bancorp of New Jersey, Inc., 1365 Palisade Avenue, Fort Lee, New Jersey 07024, Attention: Albert F.
Buzzetti, Chairman of the Board. The notice should contain the information described in the
section titled, Shareholder Proposals, on page 20. The board shall give director candidates
recommended by shareholders the same consideration as director candidates recommended by other
sources.
Minimum Qualifications
Our bylaws set forth certain minimum qualifications with respect to individuals who may serve
on our board of directors. Generally, a person is not qualified to serve as a director if he or
she:
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is under indictment for, or has ever been convicted of, a criminal offense
involving dishonesty, breach of trust or money laundering; |
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is a person against whom a federal or state bank regulatory agency has issued a
cease and desist order for conduct involving an unsafe or unsound practice in
conducting the affairs of an insured depository institution, dishonesty, breach of
trust, or money laundering, which order is final and not subject to appeal; |
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has been found, in a final and unappealable decision by any federal or state
regulatory agency or by any court, to have breached a fiduciary duty involving personal
profit, or committed a reckless or willful violation of any law, rule or regulation
governing banking, securities, commodities or insurance, or any final cease and desist
order issued by a banking, securities, commodities or insurance regulatory agency; |
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is a member of a group (within the meaning of section 13(d)(3) of the Exchange
Act) which includes a member who would be disqualified from serving as a director of
the Company for one of the reasons set forth above; or |
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is a party (either directly or through an affiliate) to litigation or an
administrative proceeding adverse to the corporation or any subsidiary of the
corporation. |
Shareholder Communications
Any shareholder who desires to send communications to our board of directors or to individual
directors may do so by directing his or her communication to the following address: Bancorp of New
Jersey, Inc., 1365 Palisade Avenue, Fort Lee, New Jersey 07024, Attention: Albert F. Buzzetti,
Chairman of the Board. All shareholder communications, other than any communications we believe
may pose a security risk, will be sent directly to board members.
-13-
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth, as of April 14, 2010, certain information concerning the
ownership of shares of the common stock by (1) any person who is known by us to own beneficially
more than five percent (5%) of the issued and outstanding common stock, (2) each director of the
Company, (3) each named executive officer identified below in the section captioned Executive
Compensation on page 13, and (4) all directors and executive officers as a group.
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|
Number of Shares |
|
|
|
|
Name |
|
Beneficially Owned+ |
|
|
Percentage of Ownership++ |
|
Michael Bello1 |
|
|
72,332 |
|
|
|
1.39 |
% |
Jay Blau2 |
|
|
75,332 |
|
|
|
1.44 |
% |
Albert F. Buzzetti3 |
|
|
103,438 |
|
|
|
1.98 |
% |
Albert L. Buzzetti4 |
|
|
51,432 |
|
|
|
* |
|
Gerald A. Calabrese, Jr.5 |
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50,828 |
|
|
|
* |
|
Stephen Crevani6 |
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|
149,332 |
|
|
|
2.86 |
% |
John K. Daily7 |
|
|
52,312 |
|
|
|
1.00 |
% |
Armand Leone, Jr., MD, JD8 |
|
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119,608 |
|
|
|
2.29 |
% |
Anthony M. Lo Conte9 |
|
|
83,332 |
|
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|
1.59 |
% |
Carmelo Luppino, Jr.10 |
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16,500 |
|
|
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* |
|
Rosario Luppino11 |
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|
144,052 |
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2.76 |
% |
Howard Mann12 |
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|
54,982 |
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|
1.05 |
% |
Josephine Mauro13 |
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|
133,332 |
|
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2.55 |
% |
Joel P. Paritz14 |
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33,832 |
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* |
|
Christopher M. Shaari, MD15 |
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70,132 |
|
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1.34 |
% |
Anthony Siniscalchi16 |
|
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60,232 |
|
|
|
1.15 |
% |
Mark Sokolich17 |
|
|
44,832 |
|
|
|
* |
|
Diane M. Spinner18 |
|
|
60,499 |
|
|
|
1.16 |
% |
Michael Lesler19 |
|
|
33,330 |
|
|
|
* |
|
Leo J. Faresich20 |
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|
39,000 |
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|
|
* |
|
All directors and executive officers
as a group (19 persons). |
|
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1,448,669 |
|
|
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26.20 |
% |
|
|
|
* |
|
Less than one percent (1.00%)
|
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+ |
|
Any person who, directly or indirectly, through any contract,
arrangement, understanding, relationship, or otherwise has or shares: voting
power, which includes the power to vote, or to direct the voting of, our common
stock; and/or, investment power, which includes the power to dispose, or to
direct the disposition of, our common |
-14-
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stock, is determined to be a beneficial
owner of our common stock. All shares are subject to the named persons sole
voting and investment power unless otherwise indicated. |
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++ |
|
Shares beneficially owned include options to
purchase shares which are currently exercisable or which will be exercisable
within 60 days of April 14, 2010. Percentage calculations presume that the
identified individual or group exercise all of his, her or their respective
warrants and options and that no other holders of warrants or options exercise
their warrants or options. |
|
1 |
|
Includes options to purchase 17,332 shares. |
|
2 |
|
Includes options to purchase 17,332 shares. |
|
3 |
|
Includes options to purchase 17,000 shares. |
|
4 |
|
Includes 1,100 shares owned by child and
options to purchase 17,332 shares. |
|
5 |
|
Includes shares held by children and options
to purchase 4,000 shares. |
|
6 |
|
Includes 66,000 shares owned by Mr. Crevanis
wife and options to purchase 17,332 shares. |
|
7 |
|
Includes 1,650 shares owned jointly with Mr.
Dailys wife and children and options to purchase 17,332 shares. |
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8 |
|
Includes 27,500 shares owned as custodian for
Dr. Leones children and options to purchase 8,666 shares. |
|
9 |
|
Includes options to purchase 17,332 shares. |
|
10 |
|
Reflects total beneficial ownership at April
14, 210 |
|
11 |
|
Includes 125,466 shares owned by Mr. Rosario
Luppinos wife, family trusts and a company he controls and options to purchase
10,866 shares. |
|
12 |
|
Includes 24,750 shares owned by a family
partnership which Mr. Mann controls; 2,550 shares owned by Mr. Manns son; and
options to purchase 17,332 shares. |
|
13 |
|
Includes options to purchase 17,332 shares. |
|
14 |
|
Includes options to purchase 17,332 shares. |
|
15 |
|
Includes 44,000 shares owned by a partnership
controlled by Dr. Shaari and options to purchase 17,332 shares. |
|
16 |
|
Includes 8,800 shares held in custodial
accounts controlled by Mr. Siniscalchi and options to purchase 17,332 shares. |
|
17 |
|
Includes options to purchase 17,332 shares. |
|
18 |
|
Includes options to purchase 17,000 shares. |
|
19 |
|
Includes options to purchase 28,000 shares. |
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20 |
|
Includes options to purchase 28,000 shares. |
-15-
EXECUTIVE OFFICERS AND COMPENSATION
Executive Officers
The following table sets forth the name and age of each current executive officer of the
Company. Select biographical information concerning these individuals appears below the table.
The executive officers are appointed to their respective offices annually.
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Name |
|
Age |
|
Position |
Albert F. Buzzetti
|
|
|
70 |
|
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Chairman and Chief Executive Officer |
Michael Lesler
|
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39 |
|
|
President and Chief Operating Officer |
Leo J. Faresich
|
|
|
66 |
|
|
Executive Vice President and Chief Lending Officer |
Diane M. Spinner
|
|
|
56 |
|
|
Executive Vice President and Chief Administrative Officer |
See page 4 for a description of the business background of Mr. Lesler; page 5 for a
description of the business background of Mr. Buzzetti; and page 6 for a description of the
business background of Ms. Spinner.
Leo J. Faresich has served as Executive Vice President and Chief Lending Officer of the Bank
since May 2006 and of the Company since November 2006. Beginning in 1999, Mr. Faresich was
employed by Greater Community Bancorp, Totowa, New Jersey, and served as its Executive Vice
President and Chief Lending Officer from 2003 to September 2005, at which time he was engaged in
connection with the organizational activities of the Bank.
-16-
Executive Compensation
The Companys principal executive officer is Albert F. Buzzetti, Chairman and Chief Executive
Officer. Mr. Buzzetti, together with, Michael Lesler, President and Chief Operating Officer, Leo
J. Faresich, Executive Vice President and Chief Lending Officer, and Diane M. Spinner, Executive
Vice President and Chief Administrative Officer, are sometimes referred to as the named executive
officers. The following tables and narratives set forth certain information regarding the
compensation of our named executive officers.
2009 Summary Compensation Table
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Name and |
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All Other |
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|
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|
Principal Position |
|
Year |
|
|
Salary ($) |
|
|
Bonus ($) |
|
|
Compensation ($) * |
|
|
Total ($) |
|
Albert F. Buzzetti, |
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|
2009 |
|
|
|
205,000 |
|
|
|
35,000 |
|
|
|
33,961 |
|
|
|
273,961 |
|
Chairman & CEO
|
|
|
2008 |
|
|
|
205,000 |
|
|
|
35,000 |
|
|
|
22,360 |
|
|
|
262,360 |
|
Michael Lesler, |
|
|
2009 |
|
|
|
185,000 |
|
|
|
25,000 |
|
|
|
25,688 |
|
|
|
235,688 |
|
President & COO**
|
|
|
2008 |
|
|
|
155,000 |
|
|
|
25,000 |
|
|
|
17,507 |
|
|
|
197,507 |
|
Leo J. Faresich, |
|
|
2009 |
|
|
|
185,000 |
|
|
|
25,000 |
|
|
|
27,604 |
|
|
|
237,604 |
|
Executive VP & CLO
|
|
|
2008 |
|
|
|
185,000 |
|
|
|
25,000 |
|
|
|
17,161 |
|
|
|
227,161 |
|
Diane M. Spinner, |
|
|
2009 |
|
|
|
124,000 |
|
|
|
25,000 |
|
|
|
14,377 |
|
|
|
163,377 |
|
Executive VP & CAO
|
|
|
2008 |
|
|
|
124,000 |
|
|
|
25,000 |
|
|
|
13,646 |
|
|
|
162,646 |
|
|
|
|
* |
|
Includes payments made to the named executive officers for automobile allowances,
reimbursements for unused vacation, and the discretionary employer matching 401-k contribution. |
|
** |
|
Mr. Lesler was promoted to President and Chief Operating Officer in June, 2009. |
We offer each of our named executive officers a competitive salary, a change in control
agreement, option awards and benefits typical of an organization like the Company, which are
offered to our employees, generally, such as medical insurance, group term life insurance and a
401(k) plan, as well as an automobile allowance. Bonus amounts represent purely discretionary
compensation which is approved by the Compensation Committee. We also have entered into change in
control agreements with each of our named executive officers. Those agreements are discussed below
under the heading, Change In Control Agreements.
-17-
Options awards are intended to align the personal financial interests of our named executive
officers with those of the Company, and to encourage our named executive officers to remain
employed by the Company by providing them with a long term interest in our overall performance, as
reflected by the performance of our common stock. In 2006, option awards were made primarily to
attract talented management to, and to remain with, the Company. Accordingly, awards were made
shortly after our 2006 Stock Option Plan was approved by our shareholders in October 2006. Each
named executive officer received an option award to purchase 22,000 shares of our common stock at
an exercise price of $9.09 per share, as adjusted following our ten percent (10%) stock
distribution in January 2007 and two for one stock split in December 2007. The referenced option
awards were immediately exercisable with respect to fifty percent (50%) of the shares underlying
the options and became exercisable with respect to the remaining fifty percent (50%) of the shares
underlying the options on the first anniversary of the grant date, or November 1, 2007.
During November 2007, each named executive officer received an option award to purchase 15,000
shares of common stock at an exercise price of $11.50 per share, as adjusted for the two for one
stock split in December 2007. These options vest equally over a 5 year period.
Outstanding Equity Awards at December 31, 2009
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Option Awards |
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|
|
Number of |
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|
Number of |
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|
Securities |
|
|
Securities |
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|
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Underlying |
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|
Underlying |
|
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Unexercised |
|
|
Unexercised |
|
|
|
|
|
|
|
|
|
Options (#) |
|
|
Options (#) |
|
|
Option Exercise |
|
|
Option |
|
Name |
|
Exercisable |
|
|
Unexercisable |
|
|
Price ($/Sh) |
|
|
Expiration Date |
|
|
Albert F. Buzzetti |
|
|
6,000 |
|
|
|
9,000 |
* |
|
|
11.50 |
|
|
|
12/01/2017 |
|
|
|
|
11,000 |
|
|
|
|
|
|
|
9.09 |
|
|
|
11/01/2016 |
|
Michael Lesler |
|
|
6,000 |
|
|
|
9,000 |
* |
|
|
11.50 |
|
|
|
12/01/2017 |
|
|
|
|
22,000 |
|
|
|
|
|
|
|
9.09 |
|
|
|
11/01/2016 |
|
Leo J. Faresich |
|
|
6,000 |
|
|
|
9,000 |
* |
|
|
11.50 |
|
|
|
12/01/2017 |
|
|
|
|
22,000 |
|
|
|
|
|
|
|
9.09 |
|
|
|
11/01/2016 |
|
Diane M. Spinner |
|
|
6,000 |
|
|
|
9,000 |
* |
|
|
11.50 |
|
|
|
12/01/2017 |
|
|
|
|
11,000 |
|
|
|
|
|
|
|
9.09 |
|
|
|
11/01/2016 |
|
|
|
|
* |
|
Option award vests in equal annual amounts over a five year period ending
December 1, 2012. |
-18-
Change In Control Agreements
We have entered into change in control agreements with each of our named executive officers
and each such agreement is on substantially similar terms. Under the terms of the agreements, a
named executive officer may receive a change in control payment in the event that he or she
terminates his or her employment within 90 days following a change in control. As used in the
agreement, a change in control means:
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|
|
Any person acquiring securities representing more than 50% of the voting power
of the securities of the Company or the Bank; |
|
|
|
|
Any sale of all or substantially all of the assets of the Company or the Bank
to a third party; |
|
|
|
|
Any reorganization, merger, consolidation or similar transaction, unless the
shareholders immediately prior to any such transaction hold securities representing a
majority of the voting power of the entity surviving the transaction and the directors
immediately prior to the transaction represent a majority of the directors of the
entity surviving the transaction; and |
|
|
|
|
Any other event designated a change in control by our board of directors. |
The change in control payment which any named executive officer would be entitled to receive
under his or her agreement would be a lump sum equal to 2.9 times the highest annual base salary he
or she received in the year of termination and the two years immediately preceding. Assuming the
triggering events for the change in control payments occurred on December 31, 2009, the estimated
change in control payments which Mr. Buzzetti, Mr. Lesler, Mr. Faresich and Ms. Spinner would be
entitled to receive would be $594,500, $536,500, $536,500 and $388,600, respectively. Any change
in control payment would be made within 30 days following the recipients date of termination.
-19-
Director Compensation 2009
|
|
|
|
|
|
|
Fees Earned or |
|
Name |
|
Paid in Cash ($) |
|
|
|
|
|
|
Michael Bello |
|
|
5,750 |
|
Jay Blau |
|
|
6,000 |
|
Albert L. Buzzetti |
|
|
8,500 |
|
Gerald A. Calabrese, Jr. (2) |
|
|
7,500 |
|
Stephen Crevani |
|
|
6,000 |
|
John K. Daily |
|
|
7,750 |
|
Armand Leone, Jr., MD, JD |
|
|
12,000 |
|
Anthony M. Lo Conte |
|
|
5,000 |
|
Carmelo Luppino, Jr. |
|
|
5,750 |
|
Rosario Luppino |
|
|
5,000 |
|
Howard Mann |
|
|
7,000 |
|
Josephine Mauro |
|
|
6,500 |
|
Joel P. Paritz |
|
|
8,000 |
|
Christopher M. Shaari, MD |
|
|
5,250 |
|
Anthony Siniscalchi |
|
|
8,250 |
|
Mark Sokolich |
|
|
8,000 |
|
The only payments made to directors during 2009 were cash fees paid for attendance at
board meetings. There was no other compensation to directors during 2009.
Having recovered all start-up costs related to the organization of the Bank and the Company,
and achieving a level of profitability during 2007, we began compensating non-employee Directors
for board meetings and committee meetings in January, 2008. Non-employee directors received
$500.00 per each attendance at board meetings and $250.00 for each attendance at committee
meetings.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The Bank has made, and expects to continue to make, loans in the future to our directors and
executive officers and their family members, and to firms, corporations, and other entities in
which they and their family members maintain interests. All such loans require the prior approval
of our board of directors. None of such loans are, as of the date of this proxy statement, or were
at December 31, 2009, nonaccrual, past due, restructured or potential problems, and all of such
loans were made in the ordinary course of business, 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 Company or the Bank and did not involve more than the normal risk of
collectibility or present other unfavorable features.
-20-
There were no other transactions in which any related person had or will have a direct or
indirect material interest. Except for our code of conduct and ethics and our policies and
procedures related to the approval of loans, we have not yet adopted any formal policies and
procedures for the review, approval, or ratification of any transactions with related persons.
However, any such transactions would be subject to review and oversight by our audit committee or a
comparable body of disinterested members of the board of directors.
CODE OF ETHICS
We have adopted a code of conduct and ethics that applies to our principal executive officer,
principal financial officer, principal accounting officer and other senior financial officers. Our
code of conduct and ethics is available under the heading, Corporate Governance, at our Internet
website, www.bonj.net.
AUDIT-RELATED INFORMATION
Relationship with Independent Auditors
The audit committee selected Beard Miller Company LLP (Beard) as the independent registered
public accounting firm for the Company for the fiscal years ending December 31, 2008, and
ParenteBeard LLC (ParenteBeard) as the independent registered public accounting firm for the
Company for the fiscal year ending December 31, 2009.
On October 1, 2009, we were notified that the audit practice of Beard, an independent
registered public accounting firm, was combined with ParenteBeard in a transaction pursuant to
which Beard combined its operations with ParenteBeard and certain of the professional staff and
partners of Beard joined ParenteBeard either as employees or partners of ParenteBeard. On October
1, 2009, Beard resigned and notified us that the client-auditor relationship between us and Beard
had ceased. Upon the cessation of the client-auditor relationship between us and Beard, with the
approval of our audit committee, ParenteBeard was engaged as the Companys independent registered
public accounting firm.
Prior to engaging ParenteBeard, we did not consult with ParenteBeard regarding the application
of accounting principles to a specific completed or contemplated transaction or regarding the type
of audit opinions that might be rendered by ParenteBeard on our financial statements, and
ParenteBeard did not provide any written or oral advice that was an important factor considered by
us in reaching a decision as to any such accounting, auditing, or financial reporting issue.
The report of independent registered public accounting firm of Beard regarding our financial
statements for the fiscal years ended December 31, 2008 and 2007 did not contain any adverse
opinion or disclaimer of opinion and was not qualified or modified as to uncertainty, audit scope,
or accounting principles.
During the years ended December 31, 2008, 2007, and 2006, and during the interim period from
December 31, 2008 through October 1, 2009, the date of resignation, there were no disagreements
with Beard on any matter of accounting principles or practices, financial statements disclosure or
auditing scope or procedures, which disagreements, if not resolved to the satisfaction of Beard
would have caused it to make reference to such disagreements in its report.
-21-
We have approved ParenteBeard LLC as the independent registered public accounting firm for the
Company for the fiscal year ending December 31, 2010. ParenteBeard LLC has advised the Company
that one or more of its representatives will be present at the 2010 annual meeting to make a
statement if they so desire and to respond to appropriate questions.
The following table presents the aggregate fees, billed or expected to be billed, by
ParenteBeard and Beard, respectively, the Companys principal accountant, for the fiscal years
ended December 31, 2009 and 2008.
|
|
|
|
|
|
|
|
|
Fee Category |
|
2009 Fees ($) |
|
|
2008 Fees ($) |
|
|
Audit Fees (1) |
|
$ |
95,050 |
|
|
$ |
95,050 |
|
Audit-Related Fees (2) |
|
|
|
|
|
|
|
|
Tax Fees (3) |
|
$ |
13,000 |
|
|
$ |
11,500 |
|
All Other Fees (4) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Fees |
|
$ |
108,050 |
|
|
$ |
106,550 |
|
|
|
|
1. |
|
Audit Fees consist of the aggregate fees billed for professional services rendered by
ParenteBeard LLC for the audit of the Companys annual financial statements and review of
financial statements included in the Companys quarterly reports on Form 10-Q, or services
that are normally provided by ParenteBeard LLC in connection with statutory and regulatory
filings or engagements. |
|
2. |
|
Audit-Related Fees consist of the aggregate fees billed for assurance and related services by
ParenteBeard LLC that are reasonably related to the performance of the audit or review of the
Companys financial statements and are not reported under Audit Fees. There were no
audit-related fees paid during 2009 or 2008. |
|
3. |
|
Tax Fees consist of the aggregate fees billed for professional services rendered by
ParenteBeard LLC for tax compliance, tax advice, and tax planning. The services comprising
the fees disclosed under this category include the preparation of state and federal tax
returns as well as assisting with calculating estimated tax payments. |
|
4. |
|
All Other Fees consist of the aggregate fees billed for products and services provided by
ParenteBeard LLC, other than the services reported under Audit Fees, Audit-Related Fees,
and Tax Fees. There were no fees paid for all other fees during 2009 or 2008. |
The audit committees charter includes a formal policy concerning the pre-approval of audit
and non-audit services (including the fees and terms thereof) to be provided by the independent
registered accounting firm of the Company, subject to the de minimis exception for non-audit
services described in Section 10A(i)(1)(B) of the Exchange Act, which are approved by the audit
committee prior to the completion of the audit. The policy requires that all services to be
performed by ParenteBeard LLC, including audit services, audit-related services and permitted
non-audit services, be pre-approved by the audit committee. The chairperson of the audit committee
is authorized to execute any engagement letter or agreement with ParenteBeard LLC for and on behalf
of the Company. All services rendered by ParenteBeard LLC are permissible under applicable laws
and regulations, and the audit committee pre-approved all audit, audit-related and non-audit
services performed by ParenteBeard LLC during 2009. The audit committee has considered whether the
provision of services after the audit services (as specified above) is compatible with maintaining
ParenteBeard LLCs independence and has determined that provision of such services has not
adversely affected ParenteBeard LLCs independence.
-22-
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Exchange Act requires the Companys officers and directors and persons
who own more than ten percent of a registered class of the Companys equity securities
(ten-percent holders) to file reports of ownership and changes in ownership with the SEC.
Officers, directors and ten-percent holders are required by regulation to furnish the Company with
copies of all Section 16(a) forms they file. During 2009, each of seven directors filed one
untimely Form 4 with the SEC reporting warrant exercises. Except as set forth in the preceding
sentence, to the Companys knowledge, based solely on review of the copies of such reports
furnished to the Company and written representations that no other reports were required, during
the fiscal year ended December 31, 2009, each of the Companys officers, directors, and greater
than ten-percent holders complied with all Section 16(a) filing requirements applicable to him or
it.
-23-
EQUITY COMPENSATION PLAN INFORMATION
The following table sets forth information, as of the end of the fiscal year ended December
31, 2009, with respect to compensation plans under which the Company is authorized to issue shares
of common stock.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Number of Shares |
|
|
|
|
|
|
|
|
|
|
Remaining Available |
|
|
|
|
|
|
|
|
|
|
for Future Issuance |
|
|
Number of Shares to |
|
|
|
|
|
Under Equity |
|
|
Be Issued upon |
|
Weighted-average |
|
Compensation Plans |
|
|
Exercise of |
|
Exercise Price of |
|
(Excluding Securities |
|
|
Outstanding Options, |
|
Outstanding Options, |
|
Reflected in |
Plan Category |
|
Warrants and Rights |
|
Warrants and Rights |
|
First Column |
Equity Compensation Plans
approved by security holders
|
|
|
|
|
|
|
|
|
|
|
|
|
2006 Stock
Option Plan |
|
|
188,500 |
|
|
$ |
10.26 |
|
|
|
20,084 |
|
2007 Non-Qualified Stock
Option Plan for
Directors |
|
|
412,668 |
|
|
$ |
11.50 |
|
|
|
43,334 |
|
Equity compensation plans
not approved by security holders |
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
|
601,168 |
|
|
$ |
11.16 |
|
|
|
63,418 |
|
The 2006 Stock Option Plan and the 2007 Non-Qualified Stock Option Plan for Directors were
approved by the shareholders of the Bank and assumed by the Company in connection with the holding
company reorganization, which also was approved by the shareholders of the Bank, in July 2007.
-24-
SHAREHOLDER PROPOSALS
Nominations of persons for election to the board of directors and the proposal of business to
be considered by the shareholders at an annual meeting of shareholders may be made by any
shareholder of the Company who was a shareholder of record at the time of the notice for the annual
meeting, who is entitled to vote at the annual meeting, and who complies with the notice procedures
set forth in our bylaws.
For director nominations or other proposals to be properly brought before the 2011 annual
meeting by a shareholder, the shareholder must give written notice to the Secretary of the Company
at Bancorp of New Jersey, Inc., 1365 Palisade Avenue, Fort Lee, New Jersey 07024, by March 27,
2011, and any proposal other than a director nomination must be a proper matter for shareholder
action, and not otherwise excludable under the rules and regulations of the SEC. In order for a
shareholder proposal other than a director nomination to be included in the Companys proxy
statement for the 2011 annual meeting of shareholders, in addition to meeting all of the
requirements set forth in our bylaws, and all requirements of applicable securities laws, the
Company must receive the proposal by December 21, 2010.
A shareholders notice shall set forth (i) as to each person whom the shareholder proposes to
nominate for election or reelection as a member of the board of directors: (1) all information
relating to such person that is required to be disclosed in solicitations of proxies for election
of members of the board of directors in an election contest or is otherwise required pursuant to
Regulation 14A under the Exchange Act, (2) a description of any arrangements or understandings
among the shareholder and each such person and any other person with respect to such nomination,
and (3) the consent of each such person to being named in the proxy statement as a nominee and to
serving as a member of the board of directors if so elected; (ii) as to any other business that the
shareholder proposes to bring before the meeting, a brief description of the business desired to be
brought before the meeting, the reasons for conducting such business at the meeting and any
material interest in such business of such shareholder and the beneficial owner, if any, on whose
behalf the proposal is made; and (iii) as to the shareholder giving the notice and the beneficial
owner, if any, on whose behalf the nomination or proposal is made (1) the name and address of such
shareholder, as they appear on the corporations books, and of such beneficial owner; (2) the class
and number of shares of the corporation which are owned beneficially and of record by such
shareholder and such beneficial owner; and (3) a representation that such shareholder and
beneficial owner intend to appear in person or by proxy at the meeting.
-25-
REPORTS AND OTHER DOCUMENTS
Annual Report
A copy of the Companys 2009 Annual Report to Shareholders accompanies this proxy statement.
On written request, we will provide, without charge, a copy of our Annual Report on Form 10-K for
the year ended December 31, 2009, as filed with the SEC (including a list briefly describing the
exhibits thereto), to any record holder or beneficial owner of common stock on April 14, 2010, the
record date for the annual meeting, or to any person who subsequently becomes such a record holder
or beneficial owner. Additionally, our proxy statement, annual report to shareholders, and proxy
card are available on our website at www.bonj.net. Requests should be directed to the attention of
the Secretary of the Company at Bancorp of New Jersey, Inc., 1365 Palisade Avenue, Fort Lee, New
Jersey 07024.
Security Holders Sharing an Address
Only one copy of this proxy statement and the accompanying 2009 Annual Report to Shareholders
is being delivered to multiple shareholders sharing an address unless we have previously received
contrary instructions from one or more of such shareholders. On written or oral request to the
Secretary of the Company at Bancorp of New Jersey, Inc., 1365 Palisade Avenue, Fort Lee, New Jersey
07024, (201) 944-8600, we will deliver promptly a separate copy of this proxy statement and the
accompanying 2009 Annual Report to Shareholders to a shareholder at a shared address to which a
single copy of the documents was delivered. Shareholders sharing an address who wish, in the
future, to receive separate copies or a single copy of our proxy statements and annual reports
should provide written or oral notice to the Secretary of the Company at the address and telephone
number set forth above.
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BY ORDER OF THE BOARD OF DIRECTORS
|
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|
|
|
DIANE M. SPINNER |
|
|
Secretary |
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|
-26-
BANCORP OF NEW JERSEY, INC.
REVOCABLE PROXY FOR
ANNUAL MEETING OF SHAREHOLDERS
MAY 26, 2010
Solicited on behalf of the Board of Directors
The undersigned hereby appoints Albert F. Buzzetti and Michael Lesler, and each of them, with
full power of substitution, to vote, as designated below, all the shares of Bancorp of New Jersey,
Inc. common stock held of record by the undersigned at the close of business on April 14, 2010, at
the annual meeting of shareholders, to be held May 26, 2010, and at any and all adjournments or
postponements thereof. The undersigned hereby revokes any and all earlier dated proxies with
respect to such annual meeting. This proxy, when properly executed, will be voted in the manner
directed herein by the undersigned. If no direction is made, this proxy will be voted FOR each of
boards director nominees. The board of directors recommends a vote FOR each of its director
nominees.
(Continued and to be signed on the reverse side)
-27-
ANNUAL MEETING OF SHAREHOLDERS OF
BANCORP OF NEW JERSEY, INC.
May 26, 2010
NOTICE OF INTERNET AVAILABILITY OF PROXY MATERIAL:
The Notice of Meeting, Proxy Statement, Proxy Card are available at www.bonj.net
Please sign, date and mail your proxy card in the envelope provided as soon as possible.
Please detach along perforated line and mail in the envelope provided.
PLEASE SIGN, DATE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE. PLEASE MARK YOUR VOTE IN BLUE
OR BLACK INK AS SHOWN HERE [x]
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1. Election of seven directors of Bancorp of New Jersey,
Inc., each to hold office until the 2013 annual meeting of
shareholders and until their successors are elected and
qualify. |
|
|
Should a director nominee be unable to serve as a
director, an event the Bancorp of New Jersey, Inc. does
not currently anticipate, the persons named in this
proxy reserve the right, in their discretion to vote
for a substitute nominee designated by the board of
directors. |
|
|
[ ] FOR ALL NOMINEES
[ ] WITHHOLD AUTHORITY FOR
ALL NOMINEES
[ ] FOR ALL EXCEPT
(See instructions below)
|
|
NOMINEES:
O John K. Daily
O Armand Leone, Jr.
O Michael Lesler
O Anthony M. Lo Conte
O Carmelo Luppino, Jr.
O Rosario Luppino
O Howard Mann
|
|
|
This proxy may be revoked at any time before it is
voted on by delivering to the secretary of Bancorp of
New Jersey, Inc. on or before the taking of the vote at
the annual meeting, a written notice of revocation
bearing a later date than the proxy or a later dated
proxy relating to the same shares of Bancorp of New
Jersey, Inc. common stock, or by attending the annual
meeting and voting in person. Attendance at the annual
meeting will not in itself constitute the revocation of a proxy. If this proxy is properly revoked as described
above, then the power of the persons named in this
proxy shall be deemed terminated and of no further
force and effect.
The undersigned acknowledges receipt from Bancorp of
New Jersey, Inc. prior to the execution of this proxy,
of the Notice of Annual Meeting scheduled to be held on
May 26, 2010, the Proxy Statement dated on or about
April 20, 2010, and Bancorp of New Jersey, Inc.s 2009
Annual Report.
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|
INSTRUCTIONS: To withhold authority to vote
for any individual nominee(s), mark
FOR ALL EXCEPT and fill in the circle next to
each nominee you wish to withhold, as shown
here:
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|
In order to assist us in providing proper
accommodations for the annual meeting, please advise
whether you plan to attend in person. Your response
will not affect your proxy, your ability to attend the
meeting or your ability to vote your shares in person.
Please mark here if you plan to attend the annual
meeting. [ ] |
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To change the address on your account, please check the
box at right and indicate your new address in the address
space above. Please note that changes to the registered
name(s) on the account may not be submitted via this
method. [ ] |
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Signature of Stockholder
Date:
Signature of Stockholder
Date:
Note: Please sign exactly as your name or names appear on this Proxy. When shares are held jointly,
each holder should sign. When signing as executor, administrator, attorney, trustee or guardian,
please give full title as such. If the signer is a corporation, please sign full corporate name by
duly authorized officer, giving full title as such. If signer is a partnership, please sign in
partnership name by authorized person.
-28-