SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 9134 (Amendment No.)
Filed by the Registrant [X]
Filed by a Party other than the Registrant [_]
Check the appropriate box:
[ ] Preliminary Proxy Statement [_] Confidential, for Use of the
Commission Only (as permitted by
Rule 14a-6 (e) (2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[_] Soliciting Material Pursuant to Section 240.14a-11 (c) or Section
240.14a-12
BRIDGE BANCORP, INC.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In It Charter)
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:
- --------------------------------------------------------------------------------
NOTES:
<PAGE>
BRIDGE BANCORP, INC.
2200 Montauk Highway
Bridgehampton, NY 11932
NOTICE OF ANNUAL MEETING
NOTICE IS HEREBY GIVEN that the Annual Meeting of Shareholders ("Annual
Meeting") of Bridge Bancorp, Inc. (the "Company") will be held at The
Bridgehampton National Bank, 2200 Montauk Highway, Bridgehampton, New York
11932, on Monday, April 17, 2000, at 3:30 p.m., for the purpose of considering
and voting on the following matters:
1. The election of four directors to Class 2 of the Company's Board of
Directors, each to hold office for a term of two years and until their
successors are elected and qualified. The following four persons are the
Board of Directors' nominees:
Thomas Halsey
Marcia Z. Hefter
Albert McCoy
Raymond Wesnofske
2. The transaction of such other business as may properly come before the
Annual Meeting or any adjournments thereof.
The Board of Directors believes that the election of the nominees listed in the
attached proxy statement is in the best interests of the Company and its
stockholders and unanimously recommends a vote "For" the nominees.
Only those shareholders of record at the close of business on March 1, 2000
shall be entitled to notice of and to vote at the Annual Meeting.
By order of the Board of Directors
Raymond Wesnofske
Chairman
Bridgehampton, New York
March 15, 2000
EACH SHAREHOLDER, WHETHER HE OR SHE PLANS TO ATTEND THE ANNUAL MEETING, IS
REQUESTED TO SIGN THE ENCLOSED PROXY AND RETURN SAME WITHOUT DELAY IN THE
ENCLOSED ENVELOPE. ANY PROXY GIVEN BY THE SHAREHOLDERS MAY BE REVOKED AT ANY
TIME BEFORE IT IS EXERCISED. A PROXY MAY BE REVOKED BY FILING WITH THE SECRETARY
OF THE COMPANY A WRITTEN REVOCATION OR A DULY EXECUTED PROXY BEARING A LATER
DATE. ANY SHAREHOLDER PRESENT AT THE ANNUAL MEETING MAY REVOKE HIS OR HER PROXY
AND VOTE PERSONALLY ON EACH MATTER BROUGHT BEFORE THE ANNUAL MEETING.
<PAGE>
PROXY STATEMENT
ANNUAL MEETING OF SHAREHOLDERS
To Be Held April 17, 2000
SOLICITATION AND VOTING OF PROXIES
This Proxy Statement is being furnished to shareholders of Bridge Bancorp, Inc.
(the "Company") in connection with the solicitation by the Board of Directors of
proxies to be used at the Annual Meeting of Shareholders ("Annual Meeting") to
be held at The Bridgehampton National Bank, 2200 Montauk Highway, Bridgehampton,
New York 11932, on April 17, 2000 at 3:30 p.m. or any adjournments thereof. The
1999 Annual Report to Shareholders, including financial statements for the
fiscal year ended December 31, 1999, accompanies this Proxy Statement.
Regardless of the number of shares of common stock owned, it is important that
shareholders be represented by proxy or be present in person at the Annual
Meeting. Shareholders are requested to vote by completing the enclosed proxy and
returning it signed and dated in the enclosed envelope. Shareholders should
indicate their votes in the spaces provided on the proxy. Proxies solicited by
the Board of Directors of the Company will be voted in accordance with the
directions given therein. Where no instructions are indicated, proxies will be
voted FOR the election of the nominees specified in this proxy statement.
The Board of Directors knows of no additional matters that will be presented for
consideration at the Annual Meeting. Execution of a proxy, however, confers on
the designated proxy holders discretionary authority to vote the shares in
accordance with their best judgment on such other business, if any, that may
properly come before the Annual Meeting or any adjournments thereof.
A proxy may be revoked at any time prior to its exercise by the filing of
written revocation with the Secretary of the Company, by delivering to the
Company a duly executed proxy bearing a later date, or by attending the Annual
Meeting, filing a revocation with the Secretary and voting in person.
The cost of solicitation of proxies in the form enclosed herewith will be borne
by the Company. In addition to the solicitation of proxies by mail, proxies may
also be solicited personally or by telephone or facsimile by directors, officers
and employees of the Company, without additional compensation therefor.
This Proxy Statement and the accompanying Proxy are being mailed to shareholders
on or about March 15, 2000.
-1-
<PAGE>
VOTING SECURITIES
The securities which may be voted at the Annual Meeting consist of shares of
common stock of the Company ( the "Common Stock"), with each share entitling its
owner to one vote on all matters to be voted on at the Annual Meeting. The close
of business on March 1, 2000 has been fixed by the Board of Directors as the
record date ("Record Date") for the determination of shareholders entitled to
notice of and to vote at this Annual Meeting or any adjournments thereof. The
total number of shares of Common Stock outstanding on the Record Date was
4,237,597 shares.
BENEFICIAL OWNERSHIP
As of December 31, 1999, no person was known by the Board of Directors to be the
beneficial owner of more than five percent of the Company's outstanding common
stock.
ITEM 1: - ELECTION OF DIRECTORS & INFORMATION WITH RESPECT TO DIRECTORS
& OFFICERS
The Bylaws of the Company provide that the Board of Directors shall consist of
not less than five nor more than twenty-five shareholders, the exact number to
be fixed and determined from time to time by resolution of a majority of the
full Board of Directors or by resolution of the shareholders at any annual or
special meeting thereof. Pursuant to this provision, the Board unanimously
adopted a resolution setting the number of directors at eight. The Bylaws
further provide that the directors shall be divided into two classes with a two
year term of office for each class expiring at the end of consecutive years.
Only Class 2 of the Board of Directors will be elected at this year's meeting.
The Board of Directors has nominated the four persons named in this Proxy
Statement. Each of these nominees has consented to be named and to serve if
elected, and the Board knows of no reason to believe that any nominee will
decline or be unable to serve, if elected. In the event any nominee is unable to
serve or for good cause will not serve, it is intended that the proxies which
would have been voted for such nominee will be voted for a successor nominee to
be designated by the Board of Directors.
REQUIRED VOTE
The approval by the affirmative votes of the holders of a plurality of the
shares present, or represented, and entitled to vote is required to approve the
election of directors.
-2-
<PAGE>
The following information is provided with respect to each nominee for director
and each present director whose term of office extends beyond the date of the
Annual Meeting.
NOMINEES FOR DIRECTOR AND DIRECTORS CONTINUING IN OFFICE
<TABLE>
<CAPTION>
Shares of Common Stock
of the Company
Beneficially Owned as of
December 31, 1999<F1>
Principal Occupation Director of the
Name and Age for Past Five Years Company Since No. of Shares Percent
- ------------------------------------------------------------------------------------------------------------------------------------
Nominees for Director:
- ----------------------
<S> <C> <C> <C>
Class 2 (term expiring in 2002)
Thomas Halsey Owner-Holly Hill 1969 47,255<F2> 1.1
Age 60 Nursery
Marcia Z. Hefter Partner-Esseks, Hefter 1988 21,488<F3> 0.5
Age 56 & Angel, Attorneys
Albert E. McCoy Vice-President-W.F. McCoy 1982 138,219<F4> 3.3
Age 65 Petroleum Products, Inc;
President-McCoy Bus Co., Inc.
Raymond Wesnofske Chairman of the Board of 1970 98,082<F5> 2.3
Age 62 the Company & the Bank
Directors Continuing in Office:
- -------------------------------
Class 1 (term expiring in 2001)
R. Timothy Maran President-Maran, DeBaun, 1980 57,427<F6> 1.4
Age 58 Cruise & Simonson
Insurance Brokers
Walter A. Preische, Jr. Certified Public Accountant 1994 9,510<F7> 0.2
Age 64
L. H. Strickland Vice-Chairman of the Board 1970 13,900<F8> 0.3
Age 67 of the Company & the Bank;
President & Director-Peter Lyle,
Inc., Financial Services
Thomas J. Tobin President & Chief Executive 1986 68,580<F9> 1.6
Age 55 Officer of the Company &
the Bank
-3-
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
SHARES BENEFICIALLY OWNED BY OTHER EXECUTIVE OFFICERS AND ALL
DIRECTORS AND OFFICERS AS A GROUP
Name, Age and Position with Company No. of Shares Percent
<S> <C> <C>
Christopher Becker, Age 34 17,503<F10> 0.4
Executive Vice President of the
Company and the Bank; Treasurer
of the Company; Chief Financial
Officer of the Bank
All 9 Director Nominees, Continuing
Directors and Executive Officers as a Group 474,154<F11> 11.2
-4-
<PAGE>
NOTES
<FN>
<F1> Beneficial ownership of shares, as determined in accordance with applicable
Securities and Exchange Commission rules, includes shares as to which a
person directly or indirectly has or shares voting power and/or investment
power (which includes the power to dispose) and all shares which the person
has a right to acquire within 60 days of the reporting date. Except as
otherwise indicated, for all securities listed the director has sole voting
and investment power.
<F2> Including 17,433 shares in the name of Dorothy E. Halsey, Mr. Halsey's
wife; 2,750 shares in the name of Adam T. Halsey, Mr. Halsey's son and
2,115 shares in the name of Jocelyn M. Halsey-Armusewicz, Mr. Halsey's
daughter.
<F3> Including 7,520 shares in a retirement trust for Robert J. Hefter, Mrs.
Hefter's husband; 2,750 shares in a retirement trust for Mrs. Hefter; 900
shares in the name of Jason Hefter, Mrs. Hefter's son; and 900 shares in
the name of Michele Hefter, Mrs. Hefter's daughter.
<F4> Including 66,873 shares in the name of Margaret F. McCoy, Mr. McCoy's wife.
<F5> Including 27,864 shares in the name of Lynn Wesnofske, Mr. Wesnofske's wife
and 14,400 shares in the name of Christopher Wesnofske, Mr. Wesnofske's
son.
<F6> Including 10,393 shares in the name of Cynthia H. Maran, Mr. Maran's wife;
5,985 shares in the name of R. Timothy Maran, Jr., Mr. Maran's son; 2,316
shares for the individual retirement account of Cynthia H. Maran, Mr.
Maran's wife; 4,524 shares of the individual retirement account of Mr.
Maran; and 10,800 shares in the name of Meschutt Maran Agency, Inc., a
corporation of which Mr. Maran is a minority shareholder and shares voting
and investment powers.
<F7> Including 5,010 shares in the name of Markowitz, Preische & Stevens, P.C.,
Profit Sharing Plan. Mr. Preische is one of two trustees and shares voting
and investment powers.
<F8> Including 10,000 shares in the name of Peter Lyle, Inc. for the benefit of
L.H. Strickland. Mr. Strickland is the sole shareholder of such
corporation.
<F9> Including options to purchase 33,000 shares previously granted to Mr. Tobin
under the Company's Equity Incentive Plan; 16,665 shares in the name of
Janet B. Tobin, Mr. Tobin's wife; 324 shares in the name of Janet Tobin
Emmons, Mr. Tobin's daughter and 441 shares in the name of Patrick Thomas
Tobin, Mr. Tobin's son.
<F10>Including options to purchase 15,000 shares previously granted to Mr.
Becker under the Company's Equity Incentive Plan.
<F11>Including options to purchase 48,000 shares previously granted to the
named Executive Officers under the Company's Equity Incentive Plan.
</FN>
</TABLE>
-5-
<PAGE>
BOARD COMMITTEES
<TABLE>
<CAPTION>
The Company's Board of Directors does not have a nominating committee (or a
committee performing similar functions), but does have Audit and Personnel
Committees as follows:
Number of Meetings
Committee Members Past Fiscal Year Committee Functions
- --------------------------------------------------------------------------------------------
<S> <C>
Audit:
Thomas E. Halsey 4 Monitor compliance with law and rules,
Walter A. Preische, Jr. review and make recommendations with
L.H. Strickland respect to reports of internal auditor and
independent certified public accountants.
Personnel:
Marcia Z. Hefter 3 Recommend salary increases, changes
R. Timothy Maran in employee benefits and management
Thomas J. Tobin changes.
Raymond Wesnofske
The Board of Directors met 13 times during fiscal year ended December 31, 1999.
Each of the directors of the Company attended at least 75% of the total number
of meetings of the Board and committees thereof.
</TABLE>
-6-
<PAGE>
COMPENSATION OF DIRECTORS
All of the members of the Board of Directors of the Company also serve on the
Board of the Bank. Directors of the Company are not compensated separately in
any way for their services as members of the Board of Directors of the Company.
The Board of Directors of the Bank currently holds 12 regular monthly meetings a
year and such special meetings as deemed advisable to review significant
matters. Each member of the Board of Directors, except Mr. Tobin, receives an
annual fee of $5,000. The Chairman of the Board of Directors receives an
additional $2,500 annually. All Directors are compensated $500 for each meeting
of the Board of Directors. Directors who are members of the asset and liability
committee, classification committee, audit committee and loan committee are
compensated $300 per meeting. Directors are compensated $150 for all other
committee meetings.
COMPENSATION OF EXECUTIVE OFFICERS
The following table sets forth information concerning compensation and
compensatory awards received the last three years by the Chief Executive Officer
and each other executive officer of the Bank whose cash compensation, including
salary and bonus, exceeded $100,000 in 1999. The officers of the Company are not
compensated separately in any way for their services.
<TABLE>
<CAPTION>
SUMMARY COMPENSATION TABLE
Long-Term Compensation
Annual Compensation Awards Payouts
------------------------------------------------ ---------------------------------------
(a) (b) (c) (d) (e) (f) (g) (h) (i)
Other All
Annual Restricted Options/ Other
Name and Compen- Stock SARs<F4> LTIP Compen-
Principal Position Year Salary<F1> Bonus sation<F2> Awards<F3> (shares) Payouts<F5> sation<F6>
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Thomas J. Tobin 1999 $214,549 $66,500 $0 $0 12,000 $0 $15,000
President & Chief 1998 185,571 36,500 0 0 12,000 0 14,087
Executive Officer of 1997 178,783 43,750 0 3,355 9,000 0 14,750
the Company and the
Bank
Christopher Becker 1999 $125,624 $ 27,300 $0 0 7,500 0 4,423
Executive Vice 1998 91,358 16,600 0 0 7,500 0 2,520
President of the 1997 82,992 18,750 0 0 6,750 0 862
Company and the
Bank, Treasurer of the
Company and Chief
Financial Officer of
the Bank
-7-
<PAGE>
NOTES TO SUMMARY COMPENSATION TABLE
<FN>
<F1> Includes salary deferred at the election of the named executive officer
(such as deferred salary under the Company's 401(k) Plan) and all
directors' fees from the Bank, whether paid or deferred. Salary deferrals
under the 401(k) Plan in 1999 were $ 10,000 for Mr. Tobin and $5,040 for
Mr. Becker, respectively.
<F2> The Company has no "other annual compensation" as defined in the Securities
and Exchange Commission rules.
<F3> Mr. Tobin and Mr. Becker held no restricted stock as of year end December
31, 1999.
<F4> Represents total number of shares subject to options granted to the named
executive officers. No options granted to the named executive officers have
been accompanied by stock appreciation rights ("SARs").
<F5> The Company has no "long-term incentive plans" as defined in the Securities
and Exchange Commission rules.
<F6> Includes, among other things, any Company contributions on behalf of the
named executive officer to the 401(k) Plan and specified premiums paid by
the Company on certain insurance arrangements on behalf of the executive
officer. Listed amounts for 1999 include 401(k) Plan contributions by the
Company on behalf of executive officers Tobin and Becker of $5,000 and
$4,423, respectively; and the following insurance premiums paid by the
Company on behalf of Mr. Tobin: $6,254 in premiums paid on a supplemental
retirement policy and $3,746 in premiums paid on a disability policy.
</FN>
</TABLE>
-8-
<PAGE>
The following table sets forth information concerning stock options granted for
1999 to the executive officers named in the Summary Compensation Table on Page
7.
<TABLE>
<CAPTION>
Options Grants/SARs in Last Fiscal Year
---------------------------------------
Number of % of Total
Securities Options/SARs Exercise
Underlying Granted to or Base
Options/SARs Employees in Price Expiration
Name Granted Fiscal Year (dollars/share) Date
- ---------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Thomas J. Tobin 12,000 32.0% $22.00 1/19/09
Christopher Becker 7,500 20.0% $22.00 1/19/09
The following table sets forth information concerning all stock options that
were either exercised in 1999 or held at year-end 1999 by the named executive
officers in the Summary Compensation Table on Page 7.
Aggregated Option/SARs Exercises in the Last Fiscal Year
and Year-End Option/SARs Values
- ----------------------------------------------------------------------------------------------------------
(a) (b) (c) (d) (e)
Number of Value of Unexercised
Unexercised In-the -Money
Options/SARs at Options/SARs at
Option Exercises in 1999 December 31, 1999 December 31,1999<F1>
Shares Acquired on (Exercisable/ (Exercisable/
Exercise Value Realized Unexercisable) Unexercisable)
Name (shares) (dollars) (shares) (dollars)
- ----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Thomas J. Tobin 0 0 E - 33,000 E-$193,440
U - 0 U- 0
Christopher Becker 6,750 $79,954 E - 15,000 E-$43,725
U - 0 U- 0
<FN>
<F1> Calculated based on the fair market value of the Company's Stock on
December 31, 1999($20.50 per share) minus the exercise price.
</FN>
</TABLE>
-9-
<PAGE>
EMPLOYMENT CONTRACT AND SEVERANCE AGREEMENTS
The Company, the Bank and Mr. Tobin are parties to an employment agreement. In
addition, the Company and the Bank are parties to a change in control agreement
with Mr. Becker.
Mr. Tobin has an employment agreement with the Company and the Bank pursuant to
which he is employed in the position of President and Chief Executive Officer of
both the Company and the Bank. The contract has a term of five years commencing
January 1, 1998 until December 31, 2002 and is renewable for one additional year
each subsequent January 1, during the term of the agreement. Under the
agreement, in the event Mr. Tobin's employment is terminated following a change
in control of the Company, he is entitled to receive a severance payment equal
to 2.99 times the sum of his current base salary, plus the amount of bonuses
paid to him during the 12 months preceding the change in control. The agreement
provides that Mr. Tobin shall not have any right to receive a "parachute
payment" within the meaning of Section 280G of the Internal Revenue Code.
The change in control agreement with Mr. Becker is effective upon any change in
control of the Company and has a term of three years. Under the agreement, in
the event Mr. Becker's employment is terminated following a change in control of
the Company, he is entitled to receive a severance payment equal to 2.99 times
the sum of his current base salary plus the amount of bonuses paid to him during
the twelve months preceding the change in control. The agreement provides that
Mr. Becker shall not have any right to receive a "parachute payment" within the
meaning of section 280G of the Internal Revenue Code.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
The Personnel and Compensation Committee held three meetings in 1999 and
presently consists of Raymond Wesnofske, Chairman of the Board, R.T. Maran,
Marcia Z. Hefter and Thomas J. Tobin. Mr. Tobin is the President and Chief
Executive Officer of both the Company and the Bank.
REPORT OF THE COMPENSATION COMMITTEE
The Company's Personnel Committee serves as its Compensation Committee. It
consists of three directors who are not employees as well as the President and
Chief Executive Officer, Thomas J. Tobin. This Committee was established to
review, at least annually, the salaries, benefits, and employment policies of
the Bank and then make recommendations to the full Board. The Committee makes
recommendations to the full Board of Directors concerning base salary levels and
short term incentive compensation for executive officers. In addition, the
Committee recommends for full Board ratification the grant of stock-based
incentive compensation awarded to executive officers and senior management.The
Committee is also responsible for recommending the execution of employment
agreements and change in control agreements with executive officers and certain
members of senior management.
General Policy
The Company's executive compensation policy is to provide an incentive for
executive officers to achieve corporate goals and to reward executive officers
when these goals are met. Central to the concept and design of executive
compensation strategy is the paramount importance of long term shareholder
interests and the need to align senior management with those interests.
-10-
<PAGE>
Compensation levels for executive officers are established after consideration
of corporate performance measures and executive compensation practices followed
by the Company's industry peer group. Also, included in the deliberative process
are personal factors such as commitment, leadership, management style, teamwork
and community involvement.
The Committee obtains suggestions and advice from the CEO regarding appropriate
or desired levels of compensation for executive officers and senior management.
The Committee has access to all necessary Company financial reports, personnel
records and other data. Committee members have regular contact with executive
officers and senior management as a result of their service on the Board and
other Board committees, giving members a direct basis upon which to evaluate the
individual qualities and capabilities of the officers.
Historically the Company has used published executive compensation reports from
nationally recognized accounting and financial institution consulting firms to
provide guidance as to competitive executive officer and senior management
compensation practices and pay levels. For each of the past three years, the
Company retained a nationally recognized compensation consulting firm to analyze
the executive officer and senior management compensation levels, by each of the
three elements cited below and in total, and the Company's performance. A group
of thirty-eight comparably sized and similarly profiled financial institutions
were used for comparison purposes. This group selected for this comparison needs
to be distinguished from the peer group used in the stock performance graph
below. The companies included in this group may have changed slightly from year
to year due to merger activity within the industry or other relevant factors.
The Committee considered the results of this comparison and the consulting
firm's corresponding recommendations in making compensation program
recommendations to the Board of Directors.
The objective of the Company's executive officer and senior management
compensation structure is to motivate these individuals to put forth maximum
effort toward the achievement of specific corporate goals identified during the
strategic planning process of the Board and management. To that end, the
Committee has adopted a compensation strategy that seeks to provide competitive
compensation opportunities that are strongly aligned to the financial and stock
performance of the Company. Three compensation elements are used in support of
the strategy: base salary, short term incentives and long term incentives.
Components of Compensation
Base Salary
Executive officer base salary levels are reviewed annually by the Committee and
adjusted as appropriate. For the 1999 fiscal year the Company increased
individual base salaries based upon the consideration of the competitive base
salary review, strong Company performance and individual performance. The
adjusted base salary levels are reflective of the individual responsibilities,
experience and performance, as well as competitive marketplace conditions.
Short Term Incentive Program
The Company ties short term incentive bonuses to financial targets, specifically
return on average equity as compared to its peer group and growth in net profit.
For the fiscal year ended 1999, the Company returned approximately 21.0% on
average equity and approximately 22.4% growth in the annual net profit over the
prior year, substantially meeting the goals defined by the Board and management
in a three-year strategic plan. These performance standards place the Company in
the high performance tier, as defined by a prominent industry source, when
compared to commercial banks in its peer group.
-11-
<PAGE>
Long Term Stock Incentive Program
The third and final component of the Company's compensation strategy is the 1996
Equity Incentive Plan, under which executive officers and senior management may
be given the opportunity to acquire or increase proprietary interest in the
Company through the granting of stock options and/or restricted stock awards.
Such stock options and awards offer them the possibility of future value,
depending upon the long term appreciation of the Company's common stock and
provide the recipients with an incentive to advance the interests of the Company
and also encourage them to remain in the employ or service of the Company and
its subsidiaries.
Stock options under the Plan may be either so-called "incentive stock options",
which bestow certain tax benefits on the optionee, or nonqualified stock
options, not qualifying for such benefits. All options under the plan have an
exercise price that is not less than the market value of the Company's common
stock on the date of the grant.
The Committee's decisions on granting options and restricted stock awards are
based on evaluation of both the Company's performance, as measured against
growth in earnings per share, and the individual's accomplishments.
Chief Executive Officer
In assessing appropriate types and amounts of compensation for the Chief
Executive Officer, the Committee evaluates both corporate and individual
performance. Corporate factors included in the evaluation are return on average
stockholders' equity, growth in assets, growth in net income, growth in earnings
per share and the Company's performance as compared to peer group institutions.
Individual factors include the CEO's implementation of the Company's strategic
goals, formation of an effective management team and various personal qualities,
including leadership.
The foregoing report has been furnished by committee members:
Raymond Wesnofske, Chairman
R. Timothy Maran
Marcia Z. Hefter
Thomas J. Tobin
-12-
<PAGE>
PERFORMANCE GRAPH
Pursuant to the regulations of the SEC, the graph below compares the performance
of the Company with that of the total return for the NASDAQ stock market, United
States and for all bank stocks with an asset size of $250,000,000 to
$500,000,000 as reported by SNL Securities L.C. from December 31, 1994 through
December 31, 1999. The graph assumes the reinvestment of dividends in additional
shares of the same class of equity securities as those listed below.
[GRAPH]
<TABLE>
<CAPTION>
Period Ending
--------------------------------------------------------------------
Index 12/31/94 12/31/95 12/31/96 12/31/97 12/31/98 12/31/99
- --------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Bridge Bancorp, Inc. 100.00 135.08 184.47 477.61 713.12 609.18
NASDAQ - Total US* 100.00 141.33 173.89 213.07 300.25 542.43
SNL $250M-$500M Bank Index 100.00 134.95 175.23 303.07 271.41 252.50
</TABLE>
-13-
<PAGE>
RETIREMENT PLAN
The Bank maintains a non-contributory, tax-qualified defined benefit pension
plan (the "Retirement Plan") for eligible employees. All salaried employees at
least age 21 who have completed at least six months of service are eligible to
participate in the Retirement Plan. The Retirement Plan provides for a benefit
for each participant, including the Named Executive Officers, in an amount equal
to 1.50% of the participant's average annual earnings multiplied by creditable
service (up to 35 years) plus 1.00% of the participant's average annual earnings
multiplied by creditable service (in excess of 35 years) minus .49% of the
participant's final average compensation multiplied by creditable service (up to
35 years).
The following table approximates the annual retirement benefits based on average
annual earnings for the highest five consecutive years at various levels of
compensation and years of service under the Retirement Plan.
<TABLE>
<CAPTION>
Annual
Average 20 Years 25 Years 30 Years 35 Years 40 Years
Compensation Service Service Service Service Service
- -------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
50,000 $ 11,760 $ 14,700 $ 17,640 $ 20,580 $ 23,080
75,000 $ 19,260 $ 24,075 $ 28,890 $ 34,705 $ 37,455
100,000 $ 26,760 $ 33,450 $ 40,140 $ 46,830 $ 51,830
125,000 $ 34,260 $ 42,825 $ 51,390 $ 59,955 $ 66,205
150,000 $ 41,760 $ 52,200 $ 62,640 $ 73,080 $ 80,580
175,000 $ 44,760 $ 55,950 $ 67,140 $ 78,330 $ 86,330
200,000 $ 44,760 $ 56,950 $ 67,140 $ 78,330 $ 86,330
225,000 $ 44,760 $ 55,950 $ 67,140 $ 78,330 $ 86,330
250,000 $ 44,760 $ 55,950 $ 67,140 $ 78,330 $ 86,330
275,000 $ 44,760 $ 55,950 $ 67,140 $ 78,330 $ 86,330
- ------------
The following table sets forth the years credited service and the average annual
basic earnings (as defined above) determined as of September 30, 1999 for each
of the named Executive Officers.
Years of
Credited Service
Average
Years Months Annual Earnings
- -----------------------------------------------------------------------
<S> <C> <C> <C>
Thomas J. Tobin 14 2 $216,184
Christopher Becker 11 7 107,292
</TABLE>
-14-
<PAGE>
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Certain directors and executive officers and related parties, including their
immediate families and companies in which they are principal owners, were loan
customers of the Bank during 1999. Such loans are made in the ordinary course of
business at normal credit terms, including interest rate and security, and do
not represent more than a normal risk of collection. No such loan was classified
by the Bank as of December 31, 1999 as a non-accrual, past due, restructured or
potential problem loan.
Outside of normal customer relationships, none of the directors of the Company
or their associates currently maintains or has maintained within the past 12
months any significant business relationships or had any related party
transaction with the Company or the Bank other than such as arises by virtue of
their position or ownership interest in the Company or other than such as arises
by virtue of their position with the Bank.
COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT
Under the securities laws of the United States, the Company's directors, its
executive and certain other officers, and any persons holding more than ten
percent of the Company's Common Stock are required to report their ownership of
the Company's Common Stock and any changes in that ownership to the Securities
and Exchange Commission. Specific due dates for these reports have been
established and the Company is required to report in this Proxy Statement any
failure to file by these dates during 1999. In April, 1999 Director R. Timothy
Maran inadvertently neglected to report the distribution of 14,436 shares from a
testamentary trust to a relative. Mr. Maran was a beneficiary of the trust and
shared voting and investment powers under same. Other than disclosed above,
during 1999 all of these filing requirements were satisfied. In making these
statements, the Company has relied solely on the written representations of the
incumbent directors and officers and copies of the reports which they have filed
with the Commission.
ITEM 2: - OTHER BUSINESS
As of the date of this Proxy Statement, the Board of Directors does not intend
to present to the meeting any other business not provided for in the notice of
meeting, and it has not been informed of any business intended to be presented
by others. Should any other matters, however, properly come before the meeting,
the persons named in the enclosed Proxy will take action and vote proxies in
accordance with their judgment on such matters.
Action may be taken on the business to be transacted at the meeting on the date
specified in the notice of meeting or on any date or dates to which such meeting
may be adjourned.
STOCKHOLDER PROPOSALS
If stockholders' proposals are to be considered for inclusion in the Company's
Proxy Statement for the annual meeting of the Company's stockholders to be held
in April, 2000, such proposals must be submitted on a timely basis and the
proposals and proponents thereof otherwise must meet the requirements
established by the Securities and Exchange Commission for stockholders'
proposals. Proposals for the annual meeting of Stockholders to be held in 2001
must be received by the Company at its principal executive office no later than
November 16, 2000. Any such proposals, together with supporting statements,
should be directed to the Secretary of the Company.
-15-
<PAGE>
INDEPENDENT ACCOUNTANTS
Arthur Andersen LLP, Certified Public Accountants, were the independent auditors
of the Company for the year ended December 31, 1999, and have been selected to
serve as auditors for 2000. Representatives of Arthur Andersen LLP are expected
to be present at the Annual Meeting with an opportunity to make a statement if
they so desire and are expected to be available to respond to appropriate
questions from stockholders.
Whether you intend to be present at this meeting or not, you are urged to return
your signed proxy promptly.
Your continued interest in and support of the Company is sincerely appreciated.
By Order of the Board of Directors
Raymond Wesnofske
Chairman
Bridgehampton, New York
March 15, 2000
-16-
<PAGE>
PROXY
THE PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
BRIDGE BANCORP, INC.
ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD April 17, 2000
The undersigned hereby appoints Barbara White, Mary Hyer and Maureen P. Mougios
as Proxies, each with the power to appoint a substitute, and hereby authorizes
them to represent and to vote, as designated below all the shares of common
stock of Bridge Bancorp, Inc. held of record by the undersigned on March 1, 2000
at the Annual Meeting of Shareholders to be held April 17, 2000 or any
adjournments thereof.
1. ELECTION OF DIRECTORS
FOR all nominees listed below WITHHOLD AUTHORITY to vote
(Except as Marked to the Contrary Below) [ ] For all Nominees Listed Below [ ]
THOMAS HALSEY MARCIA Z. HEFTER ALBERT McCOY RAYMOND WESNOFSKE
(INSTRUCTION: To withhold authority to vote for any individual strike a line
through that nominee's name in the list above).
2. OTHER BUSINESS
In their discretion, the Proxies are authorized to vote upon such other
business as may properly come before the meeting.
This proxy when properly executed will be voted in the manner directed herein by
the undersigned shareholder. If no direction is made, this proxy will be voted
for proposal number 1.
Please sign exactly as name appears on the stock certificate. When shares are
held by joint tenants, both should sign. When signing as attorney, executor,
administrator, trustee or guardian, please give full title as such. If a
corporation, please sign in full corporate name by President or other authorized
officer. If a partnership please sign in partnership name by authorized person.
Dated:______________ , 2000 ----------------------------------
Signature
----------------------------------
Signature If Held Jointly
PLEASE MARK, SIGN , DATE AND RETURN THE PROXY PROMPTLY USING THE ENCLOSED
ENVELOPE.
