UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934 (Amendment No. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [_]
Check the appropriate box:
[_] Preliminary Proxy Statement [_] Soliciting Material Pursuant to
[_] Confidential, For Use of the SS.240.14a-11(c) or SS.240.14a-12
Commission Only (as permitted
by Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[_] Definitive Additional Materials
YONKERS FINANCIAL CORPORATION
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(Name of Registrant as Specified In Its Charter)
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(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
1) Title of each class of securities to which transaction applies:
________________________________________________________________________________
2) Aggregate number of securities to which transaction applies:
________________________________________________________________________________
3) Per unit price or other underlying value of transaction computed pursuant
to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is
calculated and state how it was determined):
________________________________________________________________________________
4) Proposed maximum aggregate value of transaction:
________________________________________________________________________________
5) Total fee paid:
________________________________________________________________________________
[_] Fee paid previously with preliminary materials:
________________________________________________________________________________
[_] 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 filing.
1) Amount previously paid:
________________________________________________________________________________
2) Form, Schedule or Registration Statement No.:
________________________________________________________________________________
3) Filing Party:
________________________________________________________________________________
4) Date Filed:
________________________________________________________________________________
<PAGE>
December 20, 2000
Dear Fellow Stockholder:
On behalf of the Board of Directors and management of Yonkers Financial
Corporation, I cordially invite you to attend the Company's Annual Meeting of
Stockholders. The meeting will be held at 6:00 p.m., New York time, on January
25, 2001 at a branch office of The Yonkers Savings and Loan Association, FA,
located at 2320 Central Park Avenue, Yonkers, New York.
An important aspect of the meeting process is the stockholder vote on
corporate business items. I urge you to exercise your rights as a stockholder to
vote and participate in this process. Stockholders are being asked to consider
and vote upon the election of two directors and the ratification of the
appointment of KPMG LLP as independent auditors of the Company for the fiscal
year ending September 30, 2001. The Board of Directors has carefully considered
these matters and unanimously recommends that you vote "For" the election of
each of the nominees nominated by the Board and "For" the ratification of the
appointment of KPMG LLP.
In addition to the annual stockholder vote on corporate business items,
the meeting will include management's report to you on Yonkers Financial
Corporation's fiscal 2000 financial and operating performance.
I encourage you to attend the meeting in person. Whether or not you
attend the meeting, however, please read the enclosed Proxy Statement and then
complete, SIGN and DATE the enclosed proxy card and return it in the postage
prepaid envelope provided as promptly as possible. This will save the Company
additional expense in soliciting proxies and will ensure that your shares are
represented. Please note that you may vote in person at the meeting even if you
have previously returned the proxy.
Thank you for your attention to this important matter.
Sincerely,
/s/ Richard F. Komosinski
Richard F. Komosinski
President and Chief Executive Officer
<PAGE>
YONKERS FINANCIAL CORPORATION
6 Executive Plaza
Yonkers, New York 10701
(914) 965-2500
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To be Held on January 25, 2001
Notice is hereby given that the Annual Meeting of Stockholders (the
"Meeting") of Yonkers Financial Corporation (the "Company") will be held at a
branch office of The Yonkers Savings and Loan Association, FA, located at 2320
Central Park Avenue, Yonkers, New York, at 6:00 p.m., New York time, on January
25, 2001.
A Proxy Card and a Proxy Statement for the Meeting are enclosed.
The Meeting is for the purpose of considering and acting upon:
1. The election of two directors of the Company;
2. The ratification of the appointment of KPMG LLP as the
independent auditors of the Company for the fiscal year ending
September 30, 2001;
and such other matters as may properly come before the Meeting, or any
adjournments or postponements thereof. The Board of Directors is not aware of
any other business to come before the Meeting.
Any action may be taken on the foregoing proposals at the Meeting on
the date specified above, or on any date or dates to which the Meeting may be
adjourned or postponed. Stockholders of record at the close of business on
November 30, 2000 are the stockholders entitled to vote at the Meeting and any
adjournments or postponements thereof. A complete list of stockholders entitled
to vote at the Meeting will be available for inspection by stockholders at the
Company's main office, located at 6 Executive Plaza, Yonkers, New York, during
the ten days prior to the Meeting, and also will be available for inspection at
the Meeting.
You are requested to complete and sign the enclosed form of proxy,
which is solicited on behalf of the Board of Directors, and to mail it promptly
in the enclosed envelope. The proxy will not be used if you attend and vote at
the Meeting in person.
BY ORDER OF THE BOARD OF DIRECTORS
/s/ William G. Bachop
William G. Bachop
Chairman of the Board
Yonkers, New York
December 20, 2000
IMPORTANT: THE PROMPT RETURN OF PROXIES WILL SAVE THE COMPANY THE EXPENSE OF
FURTHER REQUESTS FOR PROXIES TO ENSURE A QUORUM AT THE MEETING. A SELF-
ADDRESSED ENVELOPE IS ENCLOSED FOR YOUR CONVENIENCE. NO POSTAGE IS REQUIRED IF
MAILED WITHIN THE UNITED STATES.
<PAGE>
PROXY STATEMENT
YONKERS FINANCIAL CORPORATION
6 Executive Plaza
Yonkers, New York 10701
(914) 965-2500
ANNUAL MEETING OF STOCKHOLDERS
January 25, 2001
This Proxy Statement is furnished in connection with the solicitation
by the Board of Directors of Yonkers Financial Corporation (the "Company"), the
parent company of The Yonkers Savings and Loan Association, FA ("Yonkers
Savings" or the "Association"), its wholly owned subsidiary, of proxies to be
used at the Annual Meeting of Stockholders of the Company (the "Meeting") which
will be held at a branch office of the Association located at 2320 Central Park
Avenue, Yonkers, New York, on January 25, 2001 at 6:00 p.m., New York time, and
all adjournments and postponements of the Meeting. The accompanying Notice of
Annual Meeting, form of proxy and this Proxy Statement are first being mailed to
stockholders on or about December 20, 2000.
At the Meeting, stockholders of the Company are being asked to consider
and vote upon the election of two directors and the ratification of the
appointment of KPMG LLP as independent auditors for the Company.
Vote Required and Proxy Information
Any proxy given pursuant to this solicitation and received prior to or
at the Meeting, and not revoked, will be voted as specified in such proxy. If
the enclosed proxy card is executed and returned without instructions as to how
it is to be voted, it will be voted FOR the election of the nominees nominated
by the Board of Directors listed in the table below under the caption "Proposal
I - Election of Directors" and FOR the ratification of the appointment of KPMG
LLP. The Company does not know of any matters, other than as described in the
Notice of Annual Meeting, that are to come before the Meeting. If any other
matters are properly presented at the Meeting for action, the Board of
Directors, as proxy for the stockholder returning the enclosed proxy card, will
have the discretion to vote on such matters in accordance with its best
judgment.
Directors will be elected by a plurality of the votes cast. The
ratification of the appointment of KPMG LLP as the Company's auditors requires
the affirmative vote of a majority of the votes cast on the matter. In the
election of directors, the enclosed proxy card enables stockholders to vote
"FOR" either or both of the nominees for election named in this proxy statement
or withhold their votes from either or both of such nominees. Votes that are
withheld and shares held by a broker, as nominee, that are not voted (so-called
"broker non-votes") in the election of directors will not be included in
determining the number of votes cast and will have no effect on the election of
directors. For the proposal to ratify the appointment of the independent
auditors, the enclosed proxy card enables stockholders to vote "FOR," "AGAINST"
or "ABSTAIN" with respect to this proposal. Proxies marked to abstain will be
counted as votes cast and will have the same effect as votes against the
proposal. Broker non-votes will not be counted as votes cast and will have no
effect on the proposal. The holders of at least one-third of the outstanding
shares of the Company's common stock, present in person or represented by proxy,
will constitute a quorum for purposes of the Meeting. Proxies marked to abstain
and broker non-votes will be counted for purposes of determining a quorum.
A proxy given pursuant to this solicitation may be revoked at any time
before it is voted. Proxies may be revoked by: (i) filing with the Secretary of
the Company at or before the Meeting a written notice of revocation bearing a
later date than the proxy, (ii) duly executing a subsequent proxy relating to
the same shares and delivering it to the Secretary of the Company at or before
the Meeting, or (iii) attending the Meeting and voting in person (although
attendance at the Meeting will not in and of itself constitute revocation of a
proxy). Any written notice revoking a proxy should be delivered to Joseph L.
Macchia, Secretary, Yonkers Financial Corporation, 6 Executive Plaza, Yonkers,
New York 10701.
<PAGE>
Voting Securities and Certain Holders Thereof
Stockholders of record as of the close of business on November 30, 2000
will be entitled to one vote for each share of common stock then held, provided
that under Section Four of the Company's Certificate of Incorporation, with
limited exceptions, a stockholder who beneficially owns more than 10% of the
outstanding shares of Company common stock may not vote the shares in excess of
10%. Accordingly, with respect to the 362,300 shares beneficially owned by Gould
Investors, L.P. ("Gould Investors") and Fredric H. Gould, approximately 139,427
of such shares may not be voted at the Meeting. The voting limitation in Section
Four does not apply to the Company's Employee Stock Ownership Plan.
As of November 30, 2000, the Company had 2,228,739 shares of common
stock issued and outstanding. The following table sets forth, as of that date,
information regarding share ownership of: (i) those persons or entities known by
management to beneficially own more than five percent of the common stock; (ii)
the Chief Executive Officer of the Company and the Association and each of the
executive officers of the Company and the Association whose salary and bonus for
fiscal 2000 exceeded $100,000 (the "Named Officers"); and (iii) all directors
and executive officers of the Company and the Association as a group. For
information regarding the beneficial ownership of common stock by directors of
the Company, see "Proposal I. Election of Directors."
<TABLE>
<CAPTION>
Shares Percent of
Beneficial Owner Beneficially-Owned Class
---------------------------------------------------------------- -------------------------- --------------
Five Percent Beneficial Owners
------------------------------
<S> <C> <C>
Gould Investors, L.P.(1) 362,300 16.26%
Fredric H. Gould
60 Cutter Mill Road, Suite 303
Great Neck, New York 11021-3190
Seidman and Associates, L.L.C.,(2) 201,800 9.05
Seidman and Associates II, L.L.C.,
Seidman Investment Partnership, LP,
Seidman Investment Partnership II, LP, Federal Holdings, L.L.C.,
Kerrimatt, LP, Lawrence B. Seidman and Dennis Pollack
c/o Lawrence B. Seidman
100 Misty Lane
Parsippany, New Jersey 07054
Yonkers Financial Corporation Employee Stock Ownership Plan(3) 284,533 12.77
6 Executive Plaza
Yonkers, New York 10701
Named Officers(4)
-----------------
Richard F. Komosinski 125,413 5.46
President and Chief Executive Officer
Joseph L. Macchia 44,005 1.95
Senior Vice President and Secretary
Joseph D. Roberto 41,715 1.85
Senior Vice President, Treasurer and Chief Financial Officer
Philip A. Guarnieri 35,545 1.58
Senior Vice President
Directors and executive officers of the Company 783,903 32.04
and the Association, as a group (11 persons)(5)
</TABLE>
2
<PAGE>
----------------
(1) As reported by Gould Investors and Fredric H. Gould, a director of the
Company, in their most recent filings with the Securities and Exchange
Commission (the "SEC"). Gould Investors reports that it has sole voting
and dispositive power over the shares listed above. Mr. Gould, as a
general partner of Gould Investors and Chairman and the sole
shareholder of the corporate general partner of Gould Investors, is in
a position to direct the voting and disposition of the shares listed
above. As noted in the paragraph immediately preceding the table above,
however, approximately 139,427 of such shares may not be voted at the
Meeting.
(2) As reported by the above persons in the most recent filings with the
SEC with respect to their beneficial ownership of the Company's common
stock. According to such filings, the above persons beneficially own in
the aggregate 201,800 shares of common stock. The beneficial ownership
of each of the above persons was reported as follows: Seidman and
Associates L.L.C. - sole voting and dispositive powers as to 61,000
shares; Seidman Investment Partnership, LP - sole voting and
dispositive powers as to 26,900 shares; Seidman Investment Partnership
II, LP - sole voting and dispositive powers as to 45,400 shares;
Kerrimatt, LP - sole voting and dispositive powers as to 33,200 shares;
Federal Holdings, L.L.C. - sole voting and dispositive powers as to
31,700 shares; Lawrence B. Seidman - sole voting and dispositive powers
as to 1,000 shares; and Dennis Pollack - sole voting and dispositive
powers as to 2,600 shares.
(3) The amount reported represents shares held by the Yonkers Financial
Corporation Employee Stock Ownership Plan ("ESOP"), 114,289 of which
had been allocated to accounts of the ESOP participants as of June 30,
2000. Community Bank, N.A., the trustee of the ESOP, may be deemed to
beneficially own the shares held by the ESOP which have not been
allocated to participant accounts. Participants in the ESOP are
entitled to instruct the ESOP trustee as to the voting of shares
allocated to their ESOP accounts. For each issue voted upon by the
Company's stockholders, the unallocated shares held by the ESOP are
voted by the ESOP trustee in the same manner that the trustee is
directed to vote on the issue by a majority of the plan participants
who directed the trustee as to the manner of voting the shares
allocated to their plan accounts. Allocated shares as to which the ESOP
trustee receives no voting instructions are voted by the trustee in its
discretion.
(4) Includes shares held directly, as well as shares held jointly with
family members, in retirement accounts, in a fiduciary capacity, by
certain members of the Named Officers' families, by trusts of which the
Named Officer is a trustee or substantial beneficiary, with respect to
which the Named Officer may be deemed to have sole or shared voting
and/or dispositive powers. Also includes 68,559 shares, 22,853 shares,
22,853 shares and 18,029 shares which Messrs. Komosinski, Macchia,
Roberto and Guarnieri, respectively, have the right to acquire pursuant
to stock options that are currently exercisable, 11,527 shares, 9,255
shares, 8,720 shares and 4,446 shares allocated to the ESOP accounts of
Messrs. Komosinski, Macchia, Roberto and Guarnieri as of June 30, 2000,
and 5,791 shares, 2,655 shares, 2,190 shares and 570 shares held in the
401(k) plan accounts of Messrs. Komosinski, Macchia, Roberto and
Guarnieri as of September 30, 2000.
(5) Includes shares held directly, as well as shares held jointly with
family members, in retirement accounts, in a fiduciary capacity, by
certain of the group members' families, by certain related entities or
by trusts of which the group member is a trustee or substantial
beneficiary, with respect to which shares the group member may be
deemed to have sole or shared voting and/or dispositive powers. This
amount also includes 362,300 shares beneficially owned by Gould
Investors and Mr. Gould, approximately 139,427 of which may not be
voted at the Meeting. In addition, the 783,903 shares beneficially
owned by directors and executive officers as a group includes an
aggregate of 217,992 shares which directors and executive officers as a
group have the right to acquire pursuant to stock options that are
currently exercisable, an aggregate of 33,948 shares allocated to the
ESOP accounts of the Named Officers as of June 30, 2000 and an
aggregate of 11,206 shares held in the 401(k) plan accounts of the
Named Officers as of September 30, 2000.
3
<PAGE>
PROPOSAL I - ELECTION OF DIRECTORS
The Company's Board of Directors is presently comprised of eight
members, each of whom is also a director of the Association. Directors of the
Company are generally elected to serve for three-year terms or until their
respective successors have been elected and qualified. Approximately one-third
of the Company's directors are elected annually.
The following table sets forth certain information regarding the
Company's Board of Directors, including each director's term of office, and the
Board's nominees for election. It is intended that the proxies solicited on
behalf of the Board of Directors (other than proxies in which the vote is
withheld as to the nominee) will be voted at the Meeting for the election of the
nominees identified in the following table. If any nominee is unable to serve,
the shares represented by all such proxies will be voted for the election of
such substitute as the Board of Directors may recommend. At this time, the Board
of Directors knows of no reason why any of the nominees listed in the table
below might be unable to serve, if elected. Except as described below under
"Agreement with Mr. Gould and Gould Investors," there are no arrangements or
understandings between any director or nominee listed in the table below and any
other person pursuant to which such director or nominee was selected.
<TABLE>
<CAPTION>
Shares of
Common Stock
Beneficially
Owned at Percent
Director Term to November 30, of
Name Age(1) Position(s) Held Since(2) Expire 2000(3) Class
--------------------- ------ -------------------------- -------- ------- ------------- -------
NOMINEES
<S> <C> <C> <C> <C> <C> <C>
P. Anthony Sarubbi 74 Vice Chairman of the Board 1985 2004 37,854 1.69%
Charles D. Lohrfink 72 Director 1985 2004 32,552 1.45
DIRECTORS CONTINUING IN OFFICE
Richard F. Komosinski 58 Director, President and 1977 2002 125,413 5.46
Chief Executive Officer
Michael J. Martin 46 Director 1992 2002 17,568 0.78
Fredric H. Gould 65 Director 2000 2002 362,300(4) 16.26
William G. Bachop 71 Chairman of the Board 1982 2003 30,711 1.37
Donald R. Angelilli 62 Director 1982 2003 28,854 1.29
Eben T. Walker 52 Director 1994 2003 27,386 1.22
</TABLE>
--------------
(1) As of September 30, 2000.
(2) Includes service as a director of the Association.
(3) Includes shares held directly, as well as shares held in retirement
accounts, shares held by certain members of the named individuals'
families, or shares held by trusts of which the named individual is a
trustee or substantial beneficiary, with respect to which shares the
named individuals may be deemed to have sole or shared voting and/or
dispositive power. Amounts also include 14,283 shares,14,283 shares,
68,559 shares, 14,283 shares, 14,283 shares, 14,283 shares and 14,283
shares which Messrs. Sarubbi, Lohrfink, Komosinski, Martin, Bachop,
Angelilli, and Walker, respectively, have the right to acquire pursuant
to stock options that are currently exercisable. In addition, the
amount for Mr. Komosinski includes 11,527 shares allocated to his ESOP
account as of June 30, 2000 and 5,791 shares held in his 401(k) plan
account as of September 30, 2000.
(4) Shares held by Gould Investors. Because Mr. Gould is a general partner
of Gould Investors and Chairman and the sole shareholder of the
corporate general partner of Gould Investors, he is in a position to
direct the voting and disposition of the shares beneficially owned by
Gould Investors. See footnote 1 to the table under the heading "Voting
Securities and Certain Holders Thereof."
4
<PAGE>
The business experience of each director and director nominated for
re-election by the Board is set forth below. All directors have held their
present positions for at least the past five years, except as otherwise
indicated.
P. Anthony Sarubbi. Mr. Sarubbi is a professional engineer licensed in
New York and New Jersey and is a practicing consulting engineer. He is President
of P. Anthony Sarubbi, Inc., a general contracting company located in Mt.
Vernon, New York. He has held his present position since 1982. From 1948 to
1986, Mr. Sarubbi was a member of the American Society of Civil Engineers. Since
1980, Mr. Sarubbi has served as a director of Yonkers General Hospital. In
addition, since 1979, Mr. Sarubbi has been a member of the Italian Civic
Association of Mt. Vernon.
Charles D. Lohrfink. Prior to his retirement in 1990, Mr. Lohrfink was
Public Affairs Director and General Manager of Administration for Consolidated
Edison. He was employed by Consolidated Edison for 43 years. Mr. Lohrfink is a
member of the Executive Committee of the Westchester County Salvation Army
Advisory Board, a founder and director of the Westchester Sports Hall of Fame, a
former chapter chairman of the Westchester County American Red Cross, and Vice
President of Yonkers Historical Society. He is a commissioner and past Chairman
of the New York State Harness Racing Commission and a trustee of the New York
State Agriculture and Horse Breeding Development Fund. He also served as
Chairman of the Capital Improvements Committee, a committee charged by the State
of New York to examine the financing of capital improvements for the racing
industry. In addition, he is a member and past Commander of American Legion Post
# 299.
Richard F. Komosinski. Mr. Komosinski is President and Chief Executive
Officer of the Company and the Association, positions he has held since 1995 and
1977, respectively. Mr. Komosinski has been employed by the Association since
1960 and held a variety of positions prior to becoming President and Chief
Executive Officer. As Chief Executive Officer of the Company and the
Association, Mr. Komosinski is responsible for all aspects of the Company's and
the Association's operations. Mr. Komosinski is a member and past director of
the Community Bankers Association of New York State. He is currently a trustee
of the New York State Bankers Retirement System, a member and past President of
the Yonkers Lions Club, a director and Treasurer of the Yonkers Chamber of
Commerce, and Trustee and Treasurer of St. John's Riverside Hospital, located in
Yonkers, New York. He is also Treasurer and a member of the Advisory Council of
the Yonkers Citadel branch of the Salvation Army, and a trustee of the Yonkers
YMCA.
Michael J. Martin. Mr. Martin is Vice President of Herbert G. Martin,
Inc., an electrical contracting company located in Yonkers, New York. He has
been employed by that company since 1981 and was promoted to his present
position in 1986. Mr. Martin is a member of the National Electrical Contractors
Association.
Fredric H. Gould. Mr. Gould has served as Chairman of the Board of One
Liberty Properties since June 1989 and Chief Executive Officer of that company
since December 1999. Mr. Gould is also the general partner of Gould Investors
L.P., a limited partnership primarily engaged in real estate ownership; Chairman
of Georgetown Partners, Inc., the managing general partner of Gould Investors
L.P.; Chairman of the Board and Chief Executive Officer of, and an advisor to,
BRT Realty Trust; President of REIT Management Corp.; and a director of East
Group Properties, Inc.
William G. Bachop. Prior to his retirement in May 1992, Mr. Bachop was
a professional engineer and President of Herbert G. Martin, Inc., an electrical
contracting company located in Yonkers, New York, for 43 years. Mr. Bachop has
served as a member, officer and director of various organizations located in
Yonkers, including the Yonkers YMCA and the East Yonkers Kiwanis Club, as well
as serving as a trustee of IBEW Local 501 Pension and Welfare Funds.
Donald R. Angelilli. Mr. Angelilli has been a real estate broker since
1992. He is currently employed by Weichert Realtors, located in Toms River, New
Jersey. Prior to 1992, he was employed as a building contractor and served as
Vice President of Frank Angelilli Construction Company. Mr. Angelilli has served
as a trustee of the Laborers' Pension Fund of Westchester County, and as a board
member and Chair of the Building Trades Employer Association.
Eben T. Walker. Mr. Walker is President of Graphite Metallizing
Corporation, a manufacturing company based in Yonkers, New York. Mr. Walker has
been employed by that company since 1979 and was promoted to his
5
<PAGE>
present position in 1985. Mr. Walker was employed in various capacities at
Citibank, N.A. from 1974 to 1979, including as a Vice President from 1978 to
1979. Mr. Walker currently serves on the Executive Committee of the Yonkers
Chamber of Commerce.
Board of Directors' Meetings and Committees
Board and Committee Meetings of the Company. Meetings of the Company's
Board of Directors are generally held on a quarterly basis. The Board of
Directors of the Company held 13 meetings during fiscal 2000. During fiscal
2000, no director other than Mr. Gould attended fewer than 75% of the total
number of meetings held by the Board during the period he was a director and by
all Board committees on which he served during the period in which he served.
The Board of Directors of the Company has standing Audit, Compensation,
Executive, Investment and Nominating committees.
The Audit Committee reviews audit reports and related matters to ensure
compliance with regulations and internal policies and procedures. This committee
also acts as a liaison between the Company's internal and external auditors and
the Board. Directors Angelilli (Chairman), Lohrfink, Martin and Walker are the
current members of this committee. The Audit Committee met five times during
fiscal 2000. For additional information regarding the Audit Committee, see
"Audit Committee Matters" below.
The Compensation Committee reviews and approves all executive officer
compensation plans. The current members of this committee are Directors Bachop
(Chairman), Lohrfink and Sarubbi. The Compensation Committee met twice during
fiscal 2000.
The Executive Committee has the power to act on most matters in lieu of
the full Board of Directors between Board meetings. The members of this
committee are Directors Sarubbi (Chairman), Bachop, Komosinski and Lohrfink.
Alternate members of this committee are Directors Martin and Walker. The
Executive Committee met once during fiscal 2000.
The Investment Committee, comprised of Directors Walker (Chairman),
Bachop, Komosinski, Lohrfink and Martin, reviews, formulates and establishes
investment policies, sets appropriate goals and limitations, and makes
recommendations to the Board with respect to investments. The Investment
Committee met once during fiscal 2000.
The Nominating Committee meets annually in order to recommend to the
Board of Directors nominees for election to the Board. This committee is
comprised of Directors Komosinski (Chairman), Bachop, Martin and Walker, though
the full Board may, as it did for the Meeting, act as the Nominating Committee.
While the Board of Directors will consider nominees recommended by stockholders,
the Nominating Committee has not actively solicited such nominations. The
Nominating Committee did not meet during fiscal 2000.
Pursuant to the Company's bylaws, nominations for election as directors
by stockholders must be made in writing and delivered to the Secretary of the
Company at least 70 days prior to the annual meeting date. If, however, the date
of the meeting is first publicly disclosed less than 80 days prior to the date
of the meeting, nominations must be received by the Company not later than the
close of business on the tenth day following the earlier of the day on which
notice of the date of the meeting is mailed to stockholders or the day on which
public disclosure of the date of the meeting is first made. In addition to
meeting the applicable deadline, nominations must be accompanied by certain
information specified in the Company's bylaws.
6
<PAGE>
Board and Committee Meetings of the Association. The Association's
Board of Directors meets monthly and may have additional special meetings upon
the request of the Chairman or at least two directors. The Association's Board
of Directors met 13 times during the fiscal year ended September 30, 2000.
During fiscal 2000, no director other than Mr. Gould attended fewer than 75% of
the aggregate of the total number of Board meetings held during the period he
was a director and the total number of meetings held by the committees of the
Board of Directors on which he served during the period in which he served.
The Association has standing Audit, Business Development and Building,
Compensation, Executive, Investment and Loan Committees.
The Audit Committee, comprised of Directors Angelilli (Chairman),
Lohrfink, Martin and Walker, meets quarterly with the Association's internal
auditor to oversee and monitor the Association's internal auditing function.
This committee also meets periodically with the Association's external auditors.
The Audit Committee met four times during fiscal 2000.
The Business Development and Building Committee meets as needed to
review the Association's business strategies and strategic planning alternatives
and makes recommendations to the full Board. The members of this committee are
Directors Sarubbi (Chairman), Angelilli, Komosinski and Martin. The Business
Development and Building Committee met once during fiscal 2000.
The Compensation Committee is responsible for reviewing and making
recommendations to the Board regarding all benefits, personnel policies and
compensation matters. The current members of the Compensation Committee are
Directors Bachop (Chairman), Lohrfink and Sarubbi. The Compensation Committee
met four times during fiscal 2000.
The Executive Committee is comprised of Directors Sarubbi (Chairman),
Bachop, Komosinski and Lohrfink. Alternative members are Directors Martin and
Walker. The Executive Committee meets on an as-needed basis between Board
meetings and generally has the authority of the full Board. The Executive
Committee did not meet during fiscal 2000.
The Investment Committee, comprised of Directors Walker (Chairman),
Bachop, Komosinski, Lohrfink and Martin, reviews, formulates and establishes
investment policies, sets appropriate goals and limitations, and makes
recommendations to the Board with respect to investments. The Investment
Committee met three times during fiscal 2000.
The Loan Committee generally meets monthly to review the Association's
lending activities. The committee also reviews and formulates lending policies
for recommendation to the Board. The members of this committee are Directors
Martin (Chairman), Angelilli, Gould, Komosinski, Sarubbi and Walker. The Loan
Committee met 12 times during fiscal 2000.
7
<PAGE>
Audit Committee Matters
Audit Committee Report. The Audit Committee of the Company's Board of
Directors has issued the following report with respect to the audited financial
statements of the Company for the fiscal year ended September 30, 2000:
o The Audit Committee has reviewed and discussed with the
Company's management the Company's fiscal 2000 audited
financial statements;
o The Audit Committee has discussed with the Company's
independent auditors (KPMG LLP) the matters required to be
discussed by Statement on Auditing Standards No. 61;
o The Audit Committee has received the written disclosures and
letter from the independent auditors required by Independence
Standards Board No. 1 (which relates to the auditors'
independence from the Company and its related entities) and
has discussed with the auditors their independence from the
Company; and
o Based on the review and discussions referred to in the three
items above, the Audit Committee recommended to the Board of
Directors that the audited financial statements be included in
the Company's Annual Report on Form 10-K for the fiscal year
ended September 30, 2000.
Submitted by the Audit Committee of the Company's Board of Directors:
Donald R. Angelilli
Charles D. Lohrfink
Michael J. Martin
Eben T. Walker
Audit Committee Charter. Each member of the Audit Committee is
"independent" under the definition of independence contained in the National
Association of Securities Dealers' listing standards for the Nasdaq Stock
Market. The Company has adopted a written audit committee charter. A copy of the
charter is attached as Appendix A to this proxy statement.
Director Compensation
Set forth below is a description of compensation paid to directors for
their service on the Boards of Directors of the Company and the Association. In
cases where Company and Association board meetings are held on the same day,
directors generally are paid for attending one board meeting. Similarly, where
the same board committees of the Company and the Association (e.g., compensation
or audit) meet on a particular day, directors generally are paid for attending
one committee meeting.
Board of Directors of the Company. For fiscal 2000, each director,
other than the Chairman and the Vice Chairman of the Board, received a fee of
$750 per meeting of the Company's Board attended as compensation for service on
the Company's Board of Directors. The Chairman and the Vice Chairman received
$800 and $775, respectively, for each Company Board meeting attended. All
directors also receive an annual retainer, paid quarterly, for serving on the
Company's Board. This retainer was increased from $7,000 per year to $8,000 per
year effective March 1, 2000. In addition, during fiscal 2000, each non-employee
director received $275 for each Company Board committee meeting attended and
each committee chairman received $300 per Company Board committee meeting
attended.
Board of Directors of the Association. For fiscal 2000, each director,
other than the Chairman and the Vice Chairman of the Board, received a fee of
$500 per meeting of the Association's Board attended as compensation for service
on the Association's Board. The Chairman and Vice Chairman received $600 and
$550, respectively, for each Association Board meeting attended. Each
non-employee director received an additional $200 for each Association Board
committee meeting attended and each committee chairman received $225 per
Association Board committee
8
<PAGE>
meeting attended. In addition, each director of the Association, other than Mr.
Gould and Mr. Martin, serves as a director of Yonkers REIT, Inc., a subsidiary
of the Association ("Yonkers REIT"). For fiscal 2000, each of these individuals
received an annual retainer of $500 for serving as a director of Yonkers REIT.
Agreement with Mr. Gould and Gould Investors
The Company, Mr. Gould and Gould Investors entered into a Standstill
Agreement on January 14, 2000. Under the agreement, the Company's Board of
Directors agreed to appoint Mr. Gould as a director and may not remove him or
fail to re-nominate him during the term of the agreement, which will expire on
March 31, 2002 or earlier if certain events occur. In exchange for his
appointment, Mr. Gould and Gould Investors agreed to, during the term of the
agreement, vote all of their shares in favor of any proposal or nominee for
election as a director submitted by the Company's Board of Directors and against
any proposal or nominee for election as a director opposed by the Company's
Board. In addition, Mr. Gould and Gould Investors agreed not to, during the term
of the agreement: (1) acquire more than 24.9% of the Company's common stock,
unless a third party makes a bona fide proposal to acquire 25% or more of the
outstanding common stock; (2) unless the approval of the Company's Board is
obtained, transfer or sell any shares except in open market transactions and
where the buyer will not own more than 4% of the outstanding shares of common
stock after the transaction; (3) solicit proxies or participate in a proxy
solicitation not supported by the Company; (4) submit any director nominations
or stockholder proposals; (5) except as otherwise required by Mr. Gould's
fiduciary duty as a director, oppose any proposal or director nomination
submitted by the Company to stockholders or support any stockholder proposal
that is opposed by the Company; (6) vote for any nominee for election as a
director who is not nominated or supported by the Company; (7) solicit or
initiate any communication regarding acquisition offers for the Company; (8)
participate in any litigation against the Company, except as may occur in the
ordinary course of business as a banking customer of the Association; or (9)
enter into a voting agreement or similar arrangement with respect to their
shares of the Company's common stock.
Notwithstanding the provisions described above, if a proposal not
involving (a) the sale or merger of the Company, (b) the hiring of an investment
banker or the establishment of a committee or other mechanism to explore the
Company's strategic options or methods to maximize shareholder value or (c) the
election of directors, is properly introduced for consideration at a stockholder
meeting and the proposal is not approved by the Company's Board of Directors,
then Mr. Gould and Gould Investors may vote a portion of their shares in favor
of the proposal represented by a fraction, the numerator of which is the number
of shares not held by Mr. Gould or Gould Investors that are voted in favor of
the proposal and the denominator of which is the total number of shares voted on
the proposal.
9
<PAGE>
Executive Compensation
The Company has not paid any compensation to its executive officers
since its formation in December 1995. The Company does not anticipate paying any
compensation to its officers until it becomes actively involved in the operation
or acquisition of businesses other than the Association.
The following table sets forth information concerning compensation paid
by the Association to the Named Officers.
<TABLE>
<CAPTION>
===================================================================================================================================
SUMMARY COMPENSATION TABLE
-----------------------------------------------------------------------------------------------------------------------------------
Long-Term
Compensation
-----------------------------
Annual Compensation Awards
------------------------------------------------------------------------------------- ------------- --------------- --------------
Other Restricted Securities All Other
Annual Stock Underlying Compen-
Salary Bonus Compen- Award(s) Options/ sation
Name and Principal Position Year ($) ($) sation ($)(1) ($)(2) SARs(#) ($)
--------------------------------- ------- -------------- ----------- -------------- ------------- --------------- --------------
<S> <C> <C> <C> <C> <C> <C> <C>
Richard F. Komosinski, President 2000 $175,116 $29,100 $ --- $ --- $ --- $ 59,117(4)
and Chief Executive Officer 1999 164,616 31,093 --- --- --- 94,793
1998 148,439 32,820 --- --- --- 102,127
--------------------------------- ------- -------------- ----------- -------------- ------------- --------------- --------------
Joseph L. Macchia, Senior Vice 2000 $100,847 $21,700 $ --- $ --- $ --- $ 540(5)
President and Secretary 1999 92,847 24,181 --- --- --- 35,393
1998 85,762 24,350 --- --- --- 40,658
--------------------------------- ------- -------------- ----------- -------------- ------------- --------------- --------------
Joseph D. Roberto, Senior Vice 2000 $100,009 $21,700 $ --- $ --- $ --- $ 1,040(6)
President, Treasurer and Chief 1999 90,962 24,181 --- --- --- 34,981
Financial Officer 1998 78,428 24,350 --- --- --- 38,736
--------------------------------- ------- -------------- ----------- -------------- ------------- --------------- --------------
Philip A. Guarnieri, Senior Vice 2000 $100,693 $21,700 $ --- $ --- $ --- $ 540(7)
President 1999 86,901 24,181 --- 70,625(3) 10,563 30,676
1998 78,540 24,350 --- --- 3,000 32,836
================================= ======= ============== =========== ============== ============= =============== ==============
</TABLE>
---------------
(1) Pursuant to SEC rules, the table above excludes perquisites and other
personal benefits which do not exceed the lesser of $50,000 or 10% of
salary and bonus.
(2) Based on the $15.625 closing price per share of the common stock on the
Nasdaq Stock Market on September 30, 2000, the values as of that date
of the unvested shares of restricted stock awarded under the Yonkers
Financial Corporation 1996 Management Recognition Plan (the "MRP") to
Messrs. Komosinski, Macchia, Roberto and Guarnieri were $223,156,
$71,406, $71,406 and $93,750, respectively. Dividends are paid on the
restricted shares to the extent and on the same date as dividends are
paid on all other outstanding shares of the common stock.
(3) On November 17, 1998, Mr. Guarnieri was awarded 5,000 restricted shares
of common stock. The vesting schedule of this award is 20% annually
beginning November 17, 1999. The value of this award listed in the
table above was determined by multiplying the number of shares awarded
by the closing price per share of the common stock on the award date.
Dividends are paid on the restricted shares to the extent and on the
same date as dividends are paid on all other outstanding shares of the
common stock.
(4) Represents fees for serving on the Boards of Directors of the Company,
the Association and Yonkers REIT aggregating $17,000, an accrual of
$41,577 by the Association under the Supplemental Executive Retirement
Agreement with Mr. Komosinski and life insurance premiums paid by the
Association of $540. At the time of the printing of this proxy
statement, the value of the allocation for fiscal 2000 to Mr.
Komosinski's ESOP account was unknown.
(5) Represents life insurance premiums paid by the Association of $540. At
the time of the printing of this proxy statement, the value of the
allocation for fiscal 2000 to Mr. Macchia's ESOP account was unknown.
(6) Represents fees of $500 for servicing on the Board of Directors of
Yonkers REIT and life insurance premiums paid by the Association of
$540. At the time of the printing of this proxy statement, the value of
the allocation for fiscal 2000 to Mr. Roberto's ESOP account was
unknown.
(7) Represents life insurance premiums paid by the Association of $540. At
the time of the printing of this proxy statement, the value of the
allocation for fiscal 2000 to Mr. Guarnieri's ESOP account was unknown.
10
<PAGE>
The following table provides information as to the value of stock
options held by the Named Officers.
<TABLE>
<CAPTION>
===========================================================================================================================
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
AND OPTION VALUES AT SEPTEMBER 30, 2000
---------------------------------------------------------------------------------------------------------------------------
Number of Securities Value of Unexercised
Underlying Unexercised In-the-Money Options
Options at FY-End (#) FY-End($)(1)
--------------------------------- ---------------------------------
Shares
Acquired
on Value
Exercise Realized
Name (#) ($) Exercisable Unexercisable Exercisable Unexercisable
--------------------------- ------------- ------------ --------------- ----------------- -------------- -----------------
<S> <C> <C> <C> <C> <C> <C>
Richard F. Komosinski --- $--- 54,420 34,278 $149,665 $94,265
Joseph D. Roberto --- $--- 17,140 11,426 $ 47,135 $31,422
Joseph L. Macchia --- $--- 17,140 11,426 $ 47,135 $31,422
Philip A. Guarnieri --- $--- 12,316 16,250 $ 27,928 $29,175
=========================== ============= ============ =============== ================= ============== =================
</TABLE>
------------
(1) Represents the value of the in-the-money options (market price of the
common stock less the exercise price) based upon the closing price of
$15.625 per share of the common stock as reported on the Nasdaq National
Market on September 29, 2000. The exercise price of each option held by
Messrs. Komosinski, Roberto and Macchia is $12.875. Of Mr. Guarnieri's
exercisable options, 9,003 have an exercise price of $12.875, 1,200 have
an exercise price of $21.625 and 2,113 have an exercise price of
$14.125. Of Mr. Guarnieri's unexercisable options, 6,000 have an
exercise price of $12.875, 1,800 have an exercise price of $21.625 and
8,450 have an exercise price of $14.125.
Employment Agreement
On June 30, 1998, the Company entered into a three year employment
agreement with Mr. Komosinski. The agreement provides for an annual base salary
in an amount not less than Mr. Komosinski's salary as of the date of the
agreement. The term of the agreement is automatically extended daily by one day
so that the term is always three years, unless the Company has given Mr.
Komosinski 90 days' advance notice that the term is not to be extended. The
agreement provides for termination upon Mr. Komosinski's death, for cause or in
the case of certain other events specified in the agreement.
If Mr. Komosinski's employment is "involuntarily terminated" by the
Company other than in connection with or within 36 months after a change in
control of the Company or the Association, he will be entitled to receive (i)
payment of his base salary during the remaining term of the agreement in the
same manner and at the same times received by him while employed and (ii) for
the remaining term of the agreement, substantially the same health insurance
benefits as he receives as of the date of termination. The term "involuntary
termination" means termination by the Company or the Association other than for
cause or due to the retirement, death or disability of Mr. Komosinski, and
includes a material reduction of Mr. Komosinski's current duties, benefits and
responsibilities.
If Mr. Komosinski's employment is involuntarily terminated in
connection with or within 36 months after a change in control of the Company or
the Association, he will be entitled to receive (i) a lump sum cash payment
equal to 299% of his "base amount" of compensation and (ii) for the remaining
term of the agreement substantially the same health insurance benefits as he
receives as of the date of termination. The lump sum payment is subject to
reduction to ensure that all amounts payable by the Company and the Association
to him in connection with a change in control are deductible by the Company or
the Association for federal income tax purposes.
Based on his salary at September 30, 2000, if Mr. Komosinski had been
terminated as of that date in connection with a change in control and under
circumstances entitling him to severance pay as described above, he would have
been entitled to receive a lump sum cash payment of approximately $765,729.
11
<PAGE>
Change in Control Severance Agreements
On June 30, 1998, the Company entered into change in control severance
agreements with each of Messrs. Macchia, Roberto and Guarnieri. Each agreement
has a three year term, with provision for automatic extension in the same manner
provided under Mr. Komosinski's employment agreement, described above. Each
agreement provides that if the officer's employment is involuntarily terminated
in connection with or within 36 months after a change in control of the Company
or the Association, he will be entitled to receive (i) a lump sum cash payment
equal to 299% of his "base amount" of compensation and (ii) for the remaining
term of the agreement substantially the same health insurance benefits as he
receives as of the date of termination. The lump sum payment is subject to
reduction to ensure that all amounts payable by the Company and the Association
to the officer in connection with a change in control are deductible by the
Company or the Association for federal income tax purposes.
Based upon their salaries at September 30, 2000, if Messrs. Macchia,
Roberto and Guarnieri had been terminated in connection with a change of control
and under circumstances entitling them to severance pay as described above, they
would have been entitled to receive lump sum cash payments of approximately
$390,181, $373,485 and $378,805, respectively.
Defined Benefit Pension Plan
The Association sponsors a defined benefit pension plan for its
employees. Full-time salaried employees are eligible to participate in the
pension plan following the completion of one year of service (1,000 hours worked
during a continuous 12-month period) and attainment of 21 years of age. A
participant must complete five years of service before he or she will vest in
any portion of his or her retirement benefits, after which point the participant
is 100% vested. The pension plan is funded solely through contributions made by
the Association. The Association contributed $41,683 to the pension plan during
the 2000 plan year.
The following table sets forth, as of September 30, 2000, estimated
annual pension benefits for individuals at age 65 payable in the form of a life
annuity under the most advantageous plan provisions for various levels of
compensation and years of service. The "average annual compensation" represents
the average of the participant's basic annual compensation during the five
consecutive calendar years of service which yield the highest average
compensation. A participant's "basic annual compensation" for a particular year
is determined by multiplying 120% by his or her taxable income for that year and
deferred amounts not included in taxable income for that year. The benefits set
forth in this table are based upon the assumption that the retirement plan
continues in its present form, are in addition to those which may be received as
social security benefits, and do not reflect benefits payable under the ESOP.
Benefits payable under the pension plan are subject to an offset for the
participant's anticipated social security benefits. At September 30, 2000, the
estimated years of credited service of Mr. Komosinski, Mr. Macchia, Mr. Roberto
and Mr. Guarnieri were 37 years, 28 years, 26 years and 3 years, respectively.
12
<PAGE>
<TABLE>
<CAPTION>
===========================================================================================================================
PENSION PLAN TABLE
---------------------------------------------------------------------------------------------------------------------------
Average
Eligible 15 Years 20 Years 25 Years 30 Years 35 Years 40 Years
Compensation Service Service Service Service Service Service
-------------------- ------------- ---------------- ---------------- ---------------- ----------------- ----------------
<S> <C> <C> <C> <C> <C> <C>
$100,000 23,866 32,142 40,418 48,694 56,971 64,340
125,000 30,368 40,887 51,405 61,923 72,442 81,637
150,000 36,870 49,631 62,392 75,152 87,913 98,934
175,000 37,095 49,855 62,616 75,377 88,137 99,158
200,000 37,095 49,855 62,616 75,377 88,137 99,158
225,000 37,095 49,855 62,616 75,377 88,137 99,158
250,000 37,095 49,855 62,616 75,377 88,137 99,158
275,000 37,095 49,855 62,616 75,377 88,137 99,158
300,000 37,095 49,855 62,616 75,377 88,137 99,158
325,000 37,095 49,855 62,616 75,377 88,137 99,158
350,000 37,095 49,855 62,616 75,377 88,137 99,158
375,000 37,095 49,855 62,616 75,377 88,137 99,158
400,000 37,095 49,855 62,616 75,377 88,137 99,158
425,000 37,095 49,855 62,616 75,377 88,137 99,158
==================== ============= ================ ================ ================ ================= ================
</TABLE>
Generally, an employee who has attained age 55 has the right to elect
to immediately begin receiving adjusted retirement benefits less than those
indicated in the table upon any separation from service with the Association.
Supplemental Executive Retirement Agreement
The Association has entered into a non-qualified Supplemental Executive
Retirement Agreement ("SERA") with President Komosinski which provides him with
a supplemental retirement benefit equal to what would have been provided to him
under the pension plan but for certain limitations contained in the Internal
Revenue Code. This supplemental benefit will be payable upon Mr. Komosinski's
retirement in the form of a lump sum distribution. The SERA is presently
unfunded and all obligations arising under the SERA are payable from the general
assets of the Association. For fiscal 2000, the Company incurred an expense of
$41,577 relating to the SERA.
ESOP Equalization Executive Retirement Plan
The Company has adopted an ESOP Equalization Executive Retirement Plan
(the "Equalization Plan") which provides each participant with an additional
benefit equal to what would have been provided to the participant under the
Association's 401(k) Savings Plan and the ESOP but for certain limitations
contained in the Internal Revenue Code. Mr. Komosinski is currently the only
participant in the Equalization Plan. The additional benefit will be payable
after Mr. Komosinski retires in the form of either, at Mr. Komosinski's
election, a lump sum distribution or up to ten equal annual installments.
13
<PAGE>
Compensation Committee Report on Executive Compensation
The Compensation Committee of the Board of Directors has furnished the
following report on executive compensation:
The Company's Compensation Committee has responsibility for reviewing
the compensation policies and plans of the Association and its affiliates. The
policies and plans established are designed to enhance both short-term and
long-term operational performance of the Association and to build stockholder
value through appreciation in the Company's common stock price.
One of the Committee's primary objectives is to develop and maintain
compensation plans which allow the Company and the Association to attract and
retain quality executives at competitive compensation levels and to motivate
executives to perform to the full extent of their abilities. In developing and
maintaining these plans, the Committee also seeks to enhance stockholder value
by aligning closely the financial interests of the Company's executives with
those of its stockholders. In determining compensation levels, plans and
adjustments, the Committee takes into account, among other things, compensation
reviews made by third parties each year. These studies are used to compare the
compensation levels of Company personnel to those of personnel at other local
financial institutions.
With respect to Mr. Komosinski's base salary in the fiscal year ended
September 30, 2000, the Committee took into account a comparison of salaries of
chief executive officers of other regional financial institutions. Likewise,
each executive officer's base salary was determined utilizing financial
institution compensation surveys. Mr. Komosinski's base salary for fiscal year
2000 was increased from the level set by the Committee for fiscal year 1999
because it was the judgment of the Committee that Mr. Komosinski's base salary
was low when compared to the salaries of chief executives officers of other
regional financial institutions and because of Mr. Komosinski's individual
performance and the Company's overall performance during fiscal 1999. In fiscal
2000, the Committee also determined, based on the Association's capital ratios
as well as continued progress in executing the Association's business plan, the
implementation of cost control measures and recognition of the improvement in
performance by the Association, to award Mr. Komosinski a cash bonus of $29,100.
The Association and the Company include stock option and restricted
stock awards as elements of the overall compensation package. Equity-based
compensation provides a long-term alignment of interests and results achieved
for stockholders with the compensation provided to executive officers by
providing those executives and others on whom the continued success of the
Company most depends with a proprietary interest in the Company. In 1996, a
Stock Option and Incentive Plan and a Management Recognition Plan were adopted,
providing for the grant of several types of equity-based awards, including stock
option and restricted stock awards. These plans were ratified by the Company's
stockholders on October 30, 1996 and amendments to these plans were approved by
the Company's stockholders on January 27, 1999.
In fiscal 1997, the Association's executive officers were granted
restricted stock and stock option awards, each vesting over a five-year schedule
beginning one year after the grant date. Mr. Guarnieri was granted additional
stock options in fiscal 1998 and 1999, and additional shares of restricted stock
in fiscal 1999, all of which also have five-year vesting schedules beginning one
year after the grant date. See the table captioned "Summary Compensation Table."
During fiscal 2000, 7,141 shares of restricted stock and options to purchase
17,140 shares of common stock vested for Mr. Komosinski.
Through the compensation programs described above, a significant
portion of the Company's executive compensation is linked directly to individual
and corporate performance. The Committee will continue to review all elements of
compensation to ensure that the compensation objectives and plans meet the
Company's business objectives and philosophy of linking executive compensation
to stockholder interests of corporate performance as discussed above.
In 1993, Congress amended the Internal Revenue Code to add Section
162(m) to limit the corporate deduction for compensation paid to a corporation's
five most highly compensated officers to $1.0 million per executive per year,
with certain exemptions. The Committee carefully reviewed the impact of this
legislation on the cost of the Company's and the Association's current executive
compensation plans. Under the legislation and regulations adopted thereunder,
14
<PAGE>
it is not expected that any portion of the Company's or Association's expenses
for employee remuneration will be non- deductible by reason of compensation
awards granted. The Committee intends to review the Company's and Association's
executive compensation policies on an ongoing basis, and propose appropriate
modifications, if the Committee deems them necessary, with a view toward
avoiding or minimizing any disallowance of tax deductions under Section 162(m).
The foregoing report is furnished by the Compensation Committee of the
Board of Directors:
William G. Bachop Charles D. Lohrfink P. Anthony Sarubbi
Stockholder Return Performance Presentation
The following graph compares the cumulative total stockholder return on
the Company's common stock to the Nasdaq U.S. Stock Index (which includes all
Nasdaq traded stocks of U.S. companies) and a savings and loan industry index
for the period from April 18, 1996, the date the Company's common stock
commenced trading on the Nasdaq National Market, through September 30, 2000. The
graph assumes that $100 was invested on April 18, 1996 and that all dividends
were reinvested. On September 30, 2000, the closing sale price for the Company's
common stock on the Nasdaq National Market was $15.625 per share.
[PERFORMANCE GRAPH APPEARS HERE]
<TABLE>
<CAPTION>
4/18/96 9/30/96 9/30/97 9/30/98 9/30/99 9/30/00
------- ------- ------- ------- ------- -------
<S> <C> <C> <C> <C> <C> <C>
Yonkers Financial Corporation............. $100.00 $130.12 $207.80 $161.82 $190.84 $172.97
Savings and Loan Index.................... 100.00 111.77 189.66 167.35 160.95 196.65
Nasdaq Market Index....................... 100.00 102.34 139.11 144.56 233.87 319.92
</TABLE>
15
<PAGE>
Transactions with Management and Indebtedness of Management
The Association has followed a policy of granting consumer loans and
loans secured by the borrower's personal residence to officers, directors and
employees. Federal law currently requires that all loans to directors and
executive officers not made pursuant to a benefit or compensation program that
is widely available on a non-discriminatory basis to institution employees, be
made on terms and conditions comparable to those for similar transactions with
non- affiliates. Other than the loan listed in the table following the next
paragraph, all loans to directors and executive officers of the Company and the
Association as to which the aggregate indebtedness of the borrower to the
Association exceeded $60,000 at any time since October 1, 1999 were made by the
Association in the ordinary course of business, on substantially the same terms,
including interest rates and collateral, as those prevailing at the time for
comparable transactions with other persons, and did not involve more than the
normal risk of collectibility or present other unfavorable features. Loans to
directors must be approved by a majority of the disinterested directors of the
Association. A loan to an executive officer must be approved by a majority of
the Association's Board of Directors. As of September 30, 2000, all of the
outstanding loans to directors and executive officers of the Company and the
Association were performing in accordance with their repayment terms.
Set forth below is certain information regarding a loan made by the
Association (prior to changes in federal law) to an executive officer at a
preferential interest rate pursuant to the Association's loan policy at the time
the loan was made. The loan was made in the ordinary course of business and did
not involve more than the normal risk of collectibility. This loan is a first
mortgage loan secured by the borrower's primary residence.
<TABLE>
<CAPTION>
Largest
Amount
Outstanding
Date of Type of Original Interest Since Balance at
Name and Position Loan Loan Amount Rate 10/1/99 09/30/00
--------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Joseph L. Macchia, 10/85 Residence $90,000 5.75% $67,006 $64,572
Senior Vice President and
Secretary
</TABLE>
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934 requires the
Company's directors, executive officers and persons who own more than 10% of a
registered class of the Company's equity securities, to file with the SEC
reports of ownership and reports of changes in ownership of common stock and
other equity securities of the Company. Executive officers, directors and
greater than 10% stockholders are required by SEC regulation to furnish the
Company with copies of all Section 16(a) forms they file. To the Company's
knowledge, based solely on a review of the copies of reports furnished to the
Company and written representations from the Company's directors and executive
officers that no other reports were required, during the fiscal year ended
September 30, 2000, all Section 16(a) filing requirements applicable to its
executive officers, directors and greater than 10% stockholders were met. During
the fiscal year ended September 30, 1999, Gould Investors failed to timely file
a Form 3 upon its becoming the beneficial owner of more than 10% of the
outstanding shares of the Company's common stock.
PROPOSAL II - RATIFICATION OF APPOINTMENT OF INDEPENDENT AUDITORS
The Board of Directors of the Company has appointed KPMG LLP,
independent accountants, to be the Company's auditors for the fiscal year ending
September 30, 2001. Representatives of KPMG LLP are expected to attend the
Meeting to respond to appropriate questions and to make a statement if they so
desire.
THE BOARD OF DIRECTORS RECOMMENDS THAT STOCKHOLDERS VOTE "FOR" THE
RATIFICATION OF THE APPOINTMENT OF KPMG LLP AS THE COMPANY'S INDEPENDENT
AUDITORS FOR THE FISCAL YEAR ENDING SEPTEMBER 30, 2001.
16
<PAGE>
STOCKHOLDER PROPOSALS FOR THE NEXT ANNUAL MEETING
Stockholder proposals intended to be presented at the Company's next
annual meeting must be received by its Secretary at the executive office of the
Company, located at 6 Executive Plaza, Yonkers, New York 10701, no later than
August 22, 2001 to be eligible for inclusion in the Company's proxy statement
and form of proxy relating to the next annual meeting. Any such proposal will be
subject to the requirements of the proxy rules adopted under the Securities
Exchange Act of 1934, as amended, and as with any stockholder proposal
(regardless of whether included in the Company's proxy materials), the Company's
certificate of incorporation and bylaws and Delaware law.
To be considered for presentation at the next annual meeting, but not
for inclusion in the Company's proxy statement and form of proxy for that
meeting, proposals must be received by the Company no later than November 15,
2001. If, however, the date of the next annual meeting is before January 5, 2002
or after March 26, 2002, proposals must instead be received by the Company by
the later of the 70th day before the date of the next annual meeting or the
tenth day following the day on which public disclosure (by press release, in a
publicly available filing with the SEC, through a notice mailed to stockholders,
or otherwise) of the date of the next annual meeting is first made. If a
stockholder proposal that is received by the Company after the applicable
deadline for presentation at the next annual meeting is raised at the next
annual meeting, the holders of the proxies for that meeting will have the
discretion to vote on the proposal in accordance with their best judgment and
discretion, without any discussion of the proposal in the Company's proxy
statement for the next annual meeting.
OTHER MATTERS
The Board of Directors is not aware of any business to come before the
Meeting other than the election of directors and the ratification of the
appointment of auditors. If, however, any other matter should properly come
before the Meeting, it is intended that holders of the proxies will act in
accordance with their best judgment.
The cost of solicitation of proxies will be borne by the Company. The
Company will reimburse brokerage firms and other custodians, nominees and
fiduciaries for reasonable expenses incurred by them in sending proxy materials
to the beneficial owners of common stock. In addition to solicitation by mail,
directors, officers and regular employees of the Company and/or the Association
may solicit proxies personally or by telephone or other means without additional
compensation.
BY ORDER OF THE BOARD OF DIRECTORS
/s/ William G. Bachop
William G. Bachop
Chairman of the Board
Yonkers, New York
December 20, 2000
16
<PAGE>
APPENDIX A
YONKERS FINANCIAL CORPORATION
AUDIT COMMITTEE CHARTER
-----------------------
I. Audit Committee Purpose
The Audit Committee is appointed by the Board of Directors to assist
the Board in fulfilling its oversight responsibilities. The Audit
Committee's primary duties and responsibilities are to:
o Monitor the integrity of the Corporation's financial reporting
process and systems of internal controls regarding finance,
accounting and legal compliance.
o Monitor the independence and performance of the Corporation's
independent auditors.
o Provide an avenue of communication among the independent
auditors, management, and the Board of Directors.
The Audit Committee has the authority to conduct any investigation
appropriate to fulfilling its responsibilities, and it has direct
access to the independent auditors as well as anyone in the
organization. The Audit Committee has the ability to retain, at the
Corporation's expense, special legal, accounting, or other consultants
or experts it deems necessary in the performance of its duties.
II. Audit Committee Composition and Meetings
Audit Committee members shall meet the requirements of the NASDAQ
Exchange. The Audit Committee shall be comprised of three or more
directors as determined by the Board, each of whom shall be independent
nonexecutive directors, free from any relationship that would interfere
with the exercise of his or her independent judgement. All members of
the Committee shall have basic understanding of finance and accounting
and be able to read and understand fundamental financial statements. At
least one member of the Committee shall have past employment experience
in finance or accounting, requisite professional certification in
accounting, or any other comparable experience or background which
results in the individual's financial sophistication.
Audit Committee members shall be appointed by the Board. If an audit
committee chair is not designed or present, the members of the
Committee may designate a Chair by majority vote of the Committee
membership.
The Committee shall meet at least four times annually, or more
frequently as circumstances dictate. The Audit Committee Chair shall
prepare and/or approve an agenda in advance of each meeting. The
Committee should meet privately in executive session at least annually
with management, the Internal Auditor of its primary asset, the
Corporation's thrift subsidiary, The Yonkers Savings and Loan
Association, FA (the "Association") the independent auditors, and as a
committee to discuss any matters that the Committee or each of these
groups believe should be discussed. In addition, the Committee, or
designated members of the Committee, should communicate with management
and the independent auditors quarterly to review the Corporation's
financial statements and significant findings based upon the auditors'
limited review procedure.
A-1
<PAGE>
III. Audit Committee Responsibilities
Review Procedure
1. Review and reassess the adequacy of this Charter at least
annually. Submit the charter to the Board of Directors for
approval and have the document published at least every three
years in accordance with SEC regulations.
2. Review the Corporation's annual audited financial statements
prior to filing or distribution. Review should include
discussion with management and independent auditors of
significant issues regarding accounting principles, practices
and judgments.
3. In consultation with management, the independent auditors and
the Association's internal auditor, consider the integrity of
the Corporation's financial reporting processes and controls.
Discuss significant financial risk exposure and the steps
management has taken to monitor, control and report such
exposures. Review significant findings prepared by the
independent auditors and the Association's internal auditing
department together with management's response.
4. Review with financial management and the independent auditors
the corporation's quarterly financial results prior to the
release of earnings and/or the corporation's quarterly
financial statement prior to filing or distribution. Discuss
any significant changes to the Corporation's accounting
principles and any items required to be communicated by the
independent auditors in accordance with SAS 61 (see item 9).
Independent Auditors
5. The independent auditors are ultimately accountable to the
Audit Committee and the Board of Directors. The Audit
Committee shall review the independence and performance of the
auditors and annually recommend to the Board of Directors the
appointment of the independent auditors or approve any
discharge of auditors when circumstances warrant.
6. Approve the fees and other significant compensation to be paid
to the independent auditors.
7. On an annual basis, the Committee should review and discuss
with the independent auditors all significant relationships
they have with the Corporation that could impair the auditor's
independence.
8. Review the independent auditors' plan - discuss scope,
staffing locations, reliance upon management, the
Association's internal audit department and general audit
approach.
9. Prior to releasing the year-end earnings, discuss the results
of the audit with the independent auditors. Discuss certain
matters required to be communicated to audit committee in
accordance with AICPA SAS 61.
10. Independent auditors' judgment about the quality and
appropriateness of the Corporation's accounting principles as
applied in its financial reporting.
Legal Compliance
11. On at least an annual basis, review with the Corporation's
counsel, any legal matters that have a significant impact on
the corporation's financial statements, the Corporation's
compliance with applicable laws and regulations, and inquires
received from regulators or governmental agencies.
A-2
<PAGE>
Other Audit Committee Responsibilities
12. Annually prepare a report to shareholders as required by the
Securities and Exchange Commission. The report should be
included in the Corporation's annual proxy statement.
13. Perform any other activities consistent with this Charter, the
Corporation's by-laws, and governing law, as the Committee or
the Board deems necessary or appropriate.
14. Maintain minutes of meetings and periodically report to the
Board of Directors on significant results of the foregoing
activities.
15. Periodically perform self-assessment of audit committee
performance.
A-3
<PAGE>
REVOCABLE PROXY
YONKERS FINANCIAL CORPORATION
X PLEASE MARK VOTES
AS IN THIS EXAMPLE
ANNUAL MEETING OF STOCKHOLDERS
January 25, 2001
The undersigned hereby appoints the Board of Directors of Yonkers Financial
Corporation (the "Company"), and its survivor, with full power of substitution,
to act as attorneys and proxies for the undersigned to vote all shares of common
stock of the Company which the undersigned is entitled to vote at the Annual
Meeting of Stockholders (the "Meeting"), to be held on January 25, 2001 at a
branch office of The Yonkers Savings and Loan Association, FA, located at 2320
Central Park Avenue, Yonkers, New York, at 6:00 p.m. New York time, and at any
and all adjournments or postponements thereof, as follows:
------------------------------------
Please be sure to sign below and Date
date this Proxy in the box provided.
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Shareholder sign above Co-holder (if any) sign above
I. The election of the following directors for a three-year term to expire in
2004:
FOR ALL
FOR WITHHOLD EXCEPT
--- -------- ------
|_| |_| |_|
P. ANTHONY SARUBBI CHARLES D. LOHRFINK
INSTRUCTION: To vote for both nominees, mark the box "For." To withhold
authority to vote for both nominees, mark the box "Withhold." To withhold
authority to vote for one nominee, but not both nominees, mark the box "For All
Except" and write the name of the nominee for whom you wish to withhold your
vote in the space provided below.
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II. The ratification of the appointment of KPMG LLP as the independent auditors
of the Company for the fiscal year ending September 30, 2001.
FOR AGAINST ABSTAIN
[_] [_] [_]
In its discretion, the Board of Directors, as proxy for the stockholder, is
authorized to vote on such other matters as may properly come before the Meeting
or any adjournments or postponements thereof.
The Board of Directors recommends a vote "FOR" both of the director
nominees listed herein and "FOR" the ratification of the appointment of KPMG
LLP.
THIS PROXY WILL BE VOTED AS DIRECTED, BUT IF NO INSTRUCTIONS ARE SPECIFIED,
THIS PROXY WILL BE VOTED FOR BOTH OF THE DIRECTOR NOMINEES NAMED HEREIN AND FOR
THE RATIFICATION OF THE APPOINTMENT OF KPMG LLP. IF ANY OTHER BUSINESS IS
PRESENTED AT THE MEETING, THIS PROXY WILL BE VOTED AS DIRECTED BY THE BOARD OF
DIRECTORS IN ITS BEST JUDGMENT. AT THE PRESENT TIME, THE BOARD OF DIRECTORS
KNOWS OF NO OTHER BUSINESS TO BE PRESENTED AT THE MEETING.
=> Detach above card, sign, date and mail in postage paid envelope provided. =>
YONKERS FINANCIAL CORPORATION
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THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
This Proxy may be revoked at any time before it is voted by: (i) filing
with the Secretary of the Company at or before the Meeting a written notice of
revocation bearing a later date than this Proxy; (ii) duly executing a
subsequent proxy relating to the same shares and delivering it to the Secretary
of the Company at or before the Meeting; or (iii) attending the Meeting and
voting in person (although attendance at the Meeting will not in and of itself
constitute revocation of this Proxy). If this Proxy is properly revoked as
described above, then the power of the Board of Directors as attorneys and
proxies for the above signed shall be deemed terminated and of no further force
and effect.
The above signed acknowledges receipt from the Company, prior to the
execution of this Proxy, of a Notice of the Annual Meeting, a Proxy Statement
dated December 20, 2000, and the Company's Annual Report to Stockholders for the
fiscal year ended September 30, 2000.
Please sign exactly as your name appears on this proxy card. When signing
as attorney, executor, administrator, trustee or guardian, please give your full
title. If shares are held jointly, each holder should sign.
PLEASE ACT PROMPTLY
SIGN, DATE & MAIL THIS PROXY CARD TODAY
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