<PAGE>
SCHEDULE 14A INFORMATION
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 [_] 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
GreenPoint Financial Corp.
- - --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- - --------------------------------------------------------------------------------
(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:
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Notes:
<PAGE>
90 Park Avenue
New York, NY 10016
GREENPOINT [LOGO] FINANCIAL
March 21, 1997
Dear Fellow Stockholder:
I hope you will be able to join us at our annual stockholders meeting on
Friday, May 2, 1997. The meeting will be held at Terrace on the Park, 52-11
111th Street, in Flushing, New York, and will begin at 10:00 a.m.
Attached is the formal notice of the meeting and a proxy statement that
fully describes the business that will take place. The major business will be
the election of directors, approval of an amendment to the GreenPoint
Financial Corp. Amended and Restated 1994 Stock Incentive Plan and
ratification of Price Waterhouse LLP as our auditors.
Officers of the Corporation as well as representatives of Price Waterhouse
will be present to answer any questions you may have regarding the business of
the meeting.
The Directors believe that the matters you will be asked to vote on at the
meeting are in the best interest of our Corporation, and we urge you to vote
"FOR" all of them. Our reasons are fully explained in the proxy statement.
It is important that your shares be represented at the meeting whether or
not you are present. Please be sure to complete and mail the enclosed proxy
card in the postage-paid return envelope--even if you plan to attend in
person.
On behalf of the Directors and our employees, let me thank you once again
for your support.
Sincerely yours,
/s/ Thomas S. Johnson
Thomas S. Johnson
Chairman, President and
Chief Executive Officer
<PAGE>
- - -------------------------------------------------------------------------------
GREENPOINT FINANCIAL CORP.
90 PARK AVENUE
NEW YORK, NEW YORK 10016
(212) 834-1710
- - -------------------------------------------------------------------------------
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON MAY 2, 1997
- - -------------------------------------------------------------------------------
NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders (the
"Meeting") of GreenPoint Financial Corp. (the "Corporation"), will be held at
Terrace on the Park, 52-11 111th Street, Flushing, New York, on Friday, May 2,
1997 at 10:00 a.m., local time.
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 five Directors of the Corporation.
2. The approval of an amendment to the GreenPoint Financial Corp. Amended
and Restated 1994 Stock Incentive Plan to increase the number of shares
of the Corporation's common stock authorized for grant from 3,500,000 to
5,500,000.
3. The ratification of the appointment of Price Waterhouse LLP as the
Corporation's independent auditors for the year ending December 31,
1997.
4. The transaction of such other matters as may properly come before the
Meeting or any adjournments thereof.
The Board of Directors is not aware of any other business to come before the
Meeting.
Action may be taken on any of the foregoing proposals at the Meeting on the
date specified above or on any date or dates to which the Meeting may be
adjourned. Stockholders of record at the close of business on March 18, 1997
are the stockholders entitled to vote at the Meeting and any adjournments
thereof.
You are requested to complete and sign the enclosed form of proxy which is
solicited by the Board of Directors and to mail it promptly in the enclosed
postage-paid return 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/ Howard C. Bluver
Howard C. Bluver
Secretary
New York, New York
March 21, 1997
- - -------------------------------------------------------------------------------
IMPORTANT: THE PROMPT RETURN OF PROXIES WILL SAVE THE CORPORATION THE EXPENSE
OF FURTHER REQUESTS FOR PROXIES IN ORDER TO INSURE A QUORUM. A SELF-ADDRESSED
ENVELOPE IS ENCLOSED FOR YOUR CONVENIENCE. NO POSTAGE IS REQUIRED IF MAILED IN
THE UNITED STATES.
- - -------------------------------------------------------------------------------
<PAGE>
- - -------------------------------------------------------------------------------
PROXY STATEMENT
OF
GREENPOINT FINANCIAL CORP.
90 PARK AVENUE
NEW YORK, NEW YORK 10016
(212) 834-1710
ANNUAL MEETING OF STOCKHOLDERS
MAY 2, 1997
- - -------------------------------------------------------------------------------
GENERAL
- - -------------------------------------------------------------------------------
This Proxy Statement is furnished in connection with the solicitation of
proxies by the Board of Directors (the "Board") of GreenPoint Financial Corp.
(the "Corporation") to be used at the Annual Meeting of Stockholders of the
Corporation (the "Meeting") which will be held at Terrace on the Park, 52-11
111th Street, Flushing, New York, on Friday, May 2, 1997 at 10:00 a.m., local
time. The accompanying Notice of Annual Meeting and this Proxy Statement are
being first mailed to stockholders on or about March 21, 1997.
- - -------------------------------------------------------------------------------
VOTING AND REVOCABILITY OF PROXIES
- - -------------------------------------------------------------------------------
Proxies solicited by the Board will be voted in accordance with the
directions given therein. WHERE NO INSTRUCTIONS ARE INDICATED, PROXIES WILL BE
VOTED FOR THE NOMINEES FOR DIRECTORS SET FORTH BELOW AND IN FAVOR OF THE
PROPOSALS SET FORTH IN THIS PROXY STATEMENT FOR CONSIDERATION AT THE MEETING.
The proxy confers discretionary authority on the persons named therein to vote
with respect to the election of any person as a Director where the nominee is
unable to serve or for good cause will not serve, and matters incident to the
conduct of the Meeting. Proxies marked as abstentions will not be counted as
votes cast. In addition, shares held in street name which have been designated
by brokers on proxies as not voted will not be counted as votes cast. Proxies
marked as abstentions or as broker non-votes, however, will be treated as
shares present for purposes of determining whether a quorum is present.
The presence, in person or by proxy, of the holders of at least a majority
of the total number of shares of the Corporation's common stock, par value
$.01 per share ("Common Stock"), entitled to vote is necessary to constitute a
quorum at the Meeting. In the event that there are not sufficient votes for a
quorum or to approve or ratify any proposal at the time of the Meeting, the
Meeting may be adjourned in order to permit the further solicitation of
proxies.
Stockholders who execute proxies retain the right to revoke them at any
time. Unless so revoked, the shares represented by such proxies will be voted
at the Meeting and all adjournments thereof. Proxies may be revoked by written
notice to Howard C. Bluver, Secretary of the Corporation, at the address shown
above, by filing a later dated proxy prior to a vote being taken on a
particular proposal at the Meeting, or by attending the Meeting and voting in
person.
- - -------------------------------------------------------------------------------
VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF
- - -------------------------------------------------------------------------------
Stockholders of record as of the close of business on March 18, 1997 are
entitled to one vote for each share then held. As of March 18, 1997, the
Corporation had 47,312,976 shares of Common Stock issued and outstanding.
As provided in the Corporation's Certificate of Incorporation (the
"Certificate of Incorporation"), holders of Common Stock who beneficially own
in excess of 10% of the outstanding shares of Common Stock (the
<PAGE>
"Limit") are not entitled to any vote in respect of the shares held in excess
of the Limit. A person or entity is deemed the beneficial owner of shares
owned by an affiliate of, and by persons acting in concert with, such person
or entity. The Certificate of Incorporation authorizes the Board to (i) make
all determinations necessary to implement and apply the Limit, including
determining whether persons or entities are acting in concert, and (ii) demand
that any person who is reasonably believed to beneficially own Common Stock in
excess of the Limit supply information to the Corporation to enable the Board
to implement and apply the Limit. The Certificate of Incorporation provides
that neither the GreenPoint Bank Employee Stock Ownership Plan (the "ESOP")
nor the trustee of the ESOP (the "ESOP Trustee") may be deemed, for purposes
of applying the Limit, to beneficially own any Common Stock held by the ESOP.
Persons and groups owning in excess of 5% of the Common Stock are required
to file certain reports regarding such ownership pursuant to the Securities
Exchange Act of 1934, as amended (the "Exchange Act"). Based upon such
reports, the following table sets forth, as of December 31, 1996, certain
information as to the Common Stock beneficially owned by persons owning in
excess of 5% of the outstanding Common Stock. Management knows of no person,
except as listed below, who owned more than 5% of the outstanding Common Stock
as of December 31, 1996.
<TABLE>
<CAPTION>
AMOUNT AND NATURE PERCENT OF
NAME AND ADDRESS OF BENEFICIAL OUTSTANDING
OF BENEFICIAL OWNER OWNERSHIP(1) COMMON STOCK
------------------- ----------------- ------------
<S> <C> <C>
GreenPoint Bank Employee Stock Ownership
Plan...................................... 8,176,634(2) 17.22%
90 Park Avenue
New York, New York 10016
Fidelity Management and Research
Corporation............................... 3,805,600 8.02%
82 Devonshire Street
Boston, Massachusetts 02109
</TABLE>
- - --------
(1) In accordance with Rule 13d-3 promulgated under the Exchange Act, a person
is deemed to be the beneficial owner, for purposes of this table, of any
shares of Common Stock if such person has shared voting or investment
power with respect to such shares, or has a right to acquire beneficial
ownership at any time within sixty days of March 18, 1997. As used herein,
"voting power" is the power to vote or direct the voting of shares and
"investment power" is the power to dispose or direct the disposition of
shares.
(2) In accordance with the ESOP, the Employee Retirement Income Security Act
of 1974, as amended ("ERISA"), and the Internal Revenue Code of 1986, as
amended (the "Code"), the ESOP Trustee must vote all allocated shares of
Common Stock held in the ESOP in accordance with the instructions of the
participating employees. Pursuant to the ESOP, unallocated shares of
Common Stock will be voted by the ESOP Trustee in a manner calculated to
reflect most accurately the instructions the ESOP Trustee has received
from participants regarding the allocated shares of Common Stock.
Notwithstanding the foregoing, all unallocated shares of Common Stock must
be voted by the ESOP Trustee in accordance with the ESOP Trustee's
responsibilities under provisions of ERISA. As of March 18, 1997,
1,054,415 shares of Common Stock were allocated under the ESOP, excluding
shares of Common Stock distributed from the ESOP to former ESOP
participants.
2
<PAGE>
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PROPOSAL 1--ELECTION OF DIRECTORS
- - -------------------------------------------------------------------------------
The Board is currently composed of fourteen members. Pursuant to the
Certificate of Incorporation, the Board is divided into three classes which
must be as nearly equal in number as possible. The term of one class of
Directors expires at each Meeting. The Certificate of Incorporation provides
that Directors are to be elected for terms of three years and until their
successors are elected and qualified.
Five Directors will be elected at the Meeting to serve for a three-year
period and until their respective successors have been elected and qualified.
The Board has nominated to serve as Directors Edward C. Bessey, William M.
Jackson, Charles B. McQuade, Alvin N. Puryear and Robert P. Quinn, all of whom
are currently members of the Board. It is intended that the persons named in
the proxies solicited by the Board will vote for the election of the named
nominees. If any nominee is unable to serve, the shares represented by all
valid proxies which have not been revoked will be voted for the election of
such substitute as the Board may recommend. At this time, the Board knows of
no reason why any nominee might be unavailable to serve.
A plurality of the votes cast by stockholders present at the Meeting, in
person or by proxy, and entitled to vote is required for the election of
Directors. Stockholders may not vote their shares of Common Stock cumulatively
for the election of Directors.
THE BOARD RECOMMENDS A VOTE FOR THE ELECTION OF THE NOMINEES NAMED IN THIS
PROXY STATEMENT.
- - -------------------------------------------------------------------------------
INFORMATION WITH RESPECT TO NOMINEES AND CONTINUING DIRECTORS
- - -------------------------------------------------------------------------------
NOMINEES FOR ELECTION AS DIRECTORS FOR THE TERM EXPIRING IN 2000
EDWARD C. BESSEY, 62, has been a Director of the Corporation since July
1994. Mr. Bessey served as Vice Chairman of Pfizer Inc. ("Pfizer") and
President of Pfizer's U.S. Pharmaceuticals Group from 1992 to his retirement
from Pfizer in January of 1996. A graduate of Dartmouth College, Mr. Bessey
received a masters degree in business administration from Dartmouth's Amos
Tuck School. Mr. Bessey served as an Officer in the United States Navy from
1957 to 1960.
WILLIAM M. JACKSON, 48, has been a Director of the Corporation since its
formation in August 1993. A graduate of Harvard College, Mr. Jackson received
a law degree from George Washington University Law School. Mr. Jackson is a
partner with Satterlee, Stephens, Burke & Burke, L.L.P., a law firm in New
York City.
CHARLES B. MCQUADE, 55, has been a Director of the Corporation since its
formation in August 1993. A graduate of Fordham College, Mr. McQuade studied
toward a masters degree in business administration at the Bernard M. Baruch
Graduate Business School. Mr. McQuade is the President and Chief Executive
Officer of the Securities Industry Automation Corporation. He served as an
Officer in the United States Navy. Mr. McQuade is a Director with the Brooklyn
Bureau of Community Service and serves on the Advisory Boards of the Center
for Advanced Technology in Telecommunications (Polytechnic Institute) and The
Stanton Heiskell Center for Public Policy in Telecommunications and
Information Systems (City University of New York).
ALVIN N. PURYEAR, 59, has been a Director of the Corporation since its
formation in August 1993. A graduate of Yale University, he received masters
and doctorate degrees from Columbia University's Graduate School of Business
Administration. Dr. Puryear is a Professor of Management at Bernard M. Baruch
College of the City University of New York. He is a director of Bank of Tokyo-
Mitsubishi Trust Company in New York City. He is also the Chairman of the
Presbyterian Church Investment and Loan Corporation, and a Director of the
Broadcast Capital Fund, a small business investment company licensed by the
Small Business Administration, and The Interracial Council for Business
Opportunity.
3
<PAGE>
ROBERT P. QUINN, 60, has been a Director of the Corporation since its
formation in August 1993. A graduate of the University of Notre Dame, Mr.
Quinn was a General Partner and Managing Director of the investment banking
firm of Salomon Brothers Inc, where he continues as an Honorary Director. Mr.
Quinn is also a Trustee of G.E. Funds, a registered investment management
company with six mutual fund portfolios. Mr. Quinn is the former Chairman and
present member of the Board of Directors of St. Francis Hospital, Roslyn, New
York. Mr. Quinn is a member of the Advisory Council for the University of
Notre Dame School of Arts and Letters.
DIRECTORS WHOSE TERM EXPIRES IN 1998
ROBERT M. MCLANE, 67, has been a Director of the Corporation since its
formation in August 1993. Mr. McLane is a retired Senior Vice President of
Marsh & McLennan, Inc., an insurance brokerage corporation. A graduate of Yale
University, Mr. McLane served as an Officer in the United States Navy. He is
presently a Director of several private corporations and is a Trustee of
Greenwood Cemetery, Brooklyn, New York.
EDWARD C. SCHMULTS, 66, has been a Director of the Corporation since July
1994. Mr. Schmults served as Senior Vice President and General Counsel of GTE
Corporation from February 1984 to June 1994. A graduate of Yale University,
Mr. Schmults received a law degree from Harvard Law School. Mr. Schmults
served as an Officer in the U.S. Marine Corps, and held various positions in
government, including service as the Deputy Attorney General of the United
States and Under Secretary of the United States Treasury Department. Mr.
Schmults was a partner with White & Case, a law firm in New York City. Mr.
Schmults is a Director of The Germany Fund and The Central European Equity
Fund, and Chairman of the Board of Trustees of The Edna McConnell Clark
Foundation.
WILFRED O. UHL, 69, has been a Director of the Corporation since its
formation in August 1993. A graduate of The Cooper Union School of
Engineering, Mr. Uhl served in the United States Air Corps. Mr. Uhl is the
retired President of The Long Island Lighting Company, and a member of The New
York Society of Professional Engineers and The Institute of Electrical and
Electronic Engineers. Mr. Uhl is also Treasurer of The Interdenominational
Housing Project in Great Neck, New York, and Chairman of Wartburg Lutheran
Services, Brooklyn, New York, a provider of services to the elderly.
ROBERT F. VIZZA, 63, has been a Director of the Corporation since its
formation in August 1993. He is President and Chief Executive Officer of the
St. Francis-Mercy Corporation, Roslyn, New York. Having earned a doctorate in
business administration from New York University, Dr. Vizza also attained an
Honorary Doctorate of Laws from LaSalle College and is a Fellow of The
International Academy of Management. He is a Director of the Phoenix Home Life
Mutual Insurance Company, Greater New York Hospital Association, and the
Catholic Health Network of L.I.
DIRECTORS WHOSE TERM EXPIRES IN 1999
BERNARD S. BERMAN, 74, has been a Director of the Corporation since its
formation in August 1993. Mr. Berman attended New York University. He is the
President of D. Berman and Sons Sales, Incorporated, a manufacturer's
representative and marketing agent for the electrical utilities industry. Mr.
Berman attained the rank of Captain in the United States Army Air Corps and
was an Officer and Board Member of the Pine Hollow Country Club, New York. He
is presently on the Advisory Board of Governors of the Boca Raton Resort &
Club, Florida.
DAN F. HUEBNER, 65, has been a Director of the Corporation since its
formation in August 1993. A graduate of the University of Minnesota, Mr.
Huebner also holds both a masters and professional degree in aeronautics from
the California Institute of Technology. He is the retired Vice Chairman and a
Director of Grumman Corporation. Mr. Huebner served as an Officer in the
United States Air Force-Ballistic Missile Division. He is presently a Trustee
of the Atlantic Mutual Insurance Co. and the Vesterheim Norwegian American
Museum and a Director of the Centennial Insurance Co. and the Atlantic
Specialty Insurance Co.
4
<PAGE>
THOMAS S. JOHNSON, 56, has been the Chairman, President and Chief Executive
Officer of the Corporation since joining the Corporation in August 1993. Mr.
Johnson has served as President of both Chemical Bank and Manufacturers
Hanover Trust Company. He is a Director of RR Donnelley & Sons, Inc., a
printing company, Online Resources & Communications Corporation, and a number
of not-for-profit organizations, including The Institute of International
Education, The Asia Society, The United States Japan Foundation, The Cancer
Research Institute of America and WNET Channel 13, New York. A graduate of
Trinity College, Mr. Johnson received a masters degree in business
administration from Harvard University.
SUSAN J. KROPF, 48, has been a Director of the Corporation since July 1994.
Ms. Kropf has served as Senior Vice President/President-New and Emerging
Markets of Avon Products, Inc. ("Avon") since July 1996. She served as Senior
Vice President-Global Operations and Business Development/President-Eastern
Europe of Avon from 1994 to July 1996. She served as Senior Vice President-
Global Product Management of Avon from 1993 to 1994, and Group Vice President,
U.S. Product Marketing Group of Avon from 1991 to 1993. Ms. Kropf is a
Director of Mead Corporation. A graduate of St. John's University, Ms. Kropf
received a masters degree in business administration from New York University.
JULES ZIMMERMAN, 62, has been a Director of the Corporation since its
formation in August 1993. A graduate of Hofstra University, Mr. Zimmerman is
the retired President and Chief Executive Officer of Hickok Associates,
Incorporated, a consulting firm. He was a senior officer with Avon Products,
Inc. from 1976 to 1985 and Chief Financial Officer from 1985 to 1988. Mr.
Zimmerman was the New York Chapter President of The National Association of
Corporate Directors and is affiliated with The American Institute of Certified
Public Accountants and the New York State Society of Certified Public
Accountants. He is a member of the Board of Directors of Projectvision Inc., a
development stage electronics company, and the Associated Blind.
5
<PAGE>
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SECURITIES OWNED BY DIRECTORS AND EXECUTIVE OFFICERS
- - -------------------------------------------------------------------------------
The following table sets forth, as of March 18, 1997, certain information as
to the Common Stock beneficially owned by each Director, by each executive
officer named in the Summary Compensation Table and by all Directors and
executive officers of the Corporation as a group. No Director or executive
officer beneficially owns directly or indirectly more than 1% of the
outstanding Common Stock. All Directors and executive officers of the
Corporation as a group beneficially own 2.13% of the outstanding Common Stock.
<TABLE>
<CAPTION>
SHARES OF
COMMON STOCK
BENEFICIALLY
NAME OR OWNED AS OF
IDENTITY MARCH 18,
OF GROUP 1997(1)(2)(3)
-------- -------------
<S> <C>
Bernadette Arias........................................... 127,473
Bernard S. Berman.......................................... 12,954
Edward C. Bessey........................................... 12,000
Bharat B. Bhatt............................................ 37,051
Martin S. Dash............................................. 127,507
Dan F. Huebner............................................. 17,866
William M. Jackson......................................... 12,700
Thomas S. Johnson.......................................... 393,974
Susan J. Kropf............................................. 9,000
Robert M. McLane........................................... 20,260
Charles B. McQuade......................................... 20,000
Alvin N. Puryear........................................... 17,000
Robert P. Quinn............................................ 25,814
Charles P. Richardson...................................... 126,787
Edward C. Schmults......................................... 12,000
Wilfred O. Uhl............................................. 14,960
Robert F. Vizza............................................ 17,000
Jules Zimmerman............................................ 5,000
All Directors and Executive Officers as a Group (18
Persons).................................................. 1,009,346
</TABLE>
- - --------
(1) For the definition of beneficial ownership, see footnote (1) to the table
in "Voting Securities and Principal Holders Thereof."
(2) Includes certain shares of Common Stock owned by spouses, or as a
custodian or trustee or by spouses as a custodian or trustee, over which
shares of Common Stock such Director or executive officer effectively
exercises sole or shared voting and/or investment power, unless otherwise
indicated.
(3) Includes certain shares of Common Stock allocated to executive officers
under the ESOP, over which shares of Common Stock such officers
effectively exercise sole or shared voting power.
- - -------------------------------------------------------------------------------
MEETINGS AND COMMITTEES OF THE BOARD
- - -------------------------------------------------------------------------------
The Board conducts business through meetings of the Board and of its
committees. During the fiscal year ended December 31, 1996, the Board held
eleven meetings. No Director attended fewer than 75% in the aggregate of the
total number of meetings of the Board or committees on which such Director
served during this period.
The Audit Committee of the Board (the "Audit Committee") meets with both
independent and internal auditors of the Corporation to review the plans and
reports of such auditors and to recommend the appointment of independent
auditors. The Audit Committee currently consists of Mr. Zimmerman, as Chair,
Messrs. Bessey, McLane and Uhl, and Dr. Puryear. During the fiscal year ended
December 31, 1996, the Audit Committee held five meetings.
6
<PAGE>
The Nominating Committee of the Board (the "Nominating Committee")
recommends to the Board nominees for election to the Board. The Nominating
Committee currently consists of Mr. Jackson, as Chair, Ms. Kropf and Messrs.
Johnson and Uhl. During the fiscal year ended December 31, 1996, the
Nominating Committee did not meet.
The Compensation Committee of the Board (the "Compensation Committee")
reviews the performance and compensation of the officers of the Corporation,
as well as the human resources policies of the Corporation, and makes
recommendations to the Board with respect thereto. The Compensation Committee
currently consists of Mr. McQuade, as Chair, Ms. Kropf and Messrs. Berman,
Quinn and Schmults. During the fiscal year ended December 31, 1996, the
Compensation Committee held seven meetings.
- - -------------------------------------------------------------------------------
DIRECTORS' COMPENSATION
- - -------------------------------------------------------------------------------
DIRECTORS' FEE ARRANGEMENTS
Employees of the Corporation or any subsidiary of the Corporation who are
Directors receive no compensation for their service on the Board or the Board
of Directors of GreenPoint Bank (the "Bank Board"). Directors who are not
officers or employees of the Corporation or any subsidiary of the Corporation
("Non-Employee Directors") receive an annual retainer of $30,000 and fees of
$1,000 per Board meeting and $800 per committee meeting. The Board and the
Bank Board are identically constituted, and Non-Employee Director fees cover
service on both the Board and the Bank Board. Non-Employee Directors are
offered the option of participation in the medical insurance plan of
GreenPoint Bank (the "Bank") which is available to all of the Bank's full-time
and regular part-time employees. The Bank has also implemented a retirement
plan for Non-Employee Directors. The maximum annuity benefit under this
retirement plan is equal to the annual retainer fee paid to Non-Employee
Directors. Only Non-Employee Directors who have accumulated ten or more years
of service as a Director of the Bank and who retire from the Bank Board at age
sixty-five or older or whose service as a Non-Employee Director is terminated
because of disability, are eligible to receive the maximum annuity benefit.
NON-EMPLOYEE DIRECTORS STOCK OPTION PLAN
Under the GreenPoint Financial Corp. Non-Employee Directors Stock Option
Plan (the "Directors Stock Option Plan"), Non-Employee Directors are eligible
to receive stock options. The Directors Stock Option Plan is administered by
the Compensation Committee. However, grants of stock options to participants,
and the amount, nature and timing of such grants, are automatically determined
and are not subject to the determination of the Compensation Committee.
The total number of shares of Common Stock for which options may be granted
may not exceed 725,000 shares while the plan is in effect, subject to certain
adjustments. Each Non-Employee Director who was a Non-Employee Director on
January 28, 1994 (an "Original Non-Employee Director") received on January 28,
1995, a non-qualified stock option to acquire 50,000 shares of Common Stock at
a price equal to the fair market value at the time of the grant. Other Non-
Employee Directors receive a non-qualified stock option to purchase 5,000
shares of Common Stock at a price equal to the fair market value at the time
of the grant upon becoming a Director.
During the term of the Directors Stock Option Plan, on the day following the
Corporation's Annual Meeting each year commencing with its Annual Meeting in
1995, or in the case of Original Non-Employee Directors, commencing with its
Annual Meeting in 1997, each Non-Employee Director receives an additional non-
qualified stock option to purchase 2,000 shares of Common Stock at a price
equal to the fair market value at the time of the grant, provided such
individual continues to be a Non-Employee Director.
The term of each stock option is ten years from the date of grant. The
Directors Stock Option Plan will terminate on December 31, 2004.
7
<PAGE>
- - -------------------------------------------------------------------------------
COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
- - -------------------------------------------------------------------------------
The Compensation Committee (the "Committee") has responsibility for review
and oversight of the Corporation's compensation programs, and for
administering executive salary and incentive compensation plans. The following
report discusses executive compensation objectives and policies and their
relationship to corporate performance. Also, the report specifically discusses
the Committee's bases for compensation of the Chief Executive Officer in 1996.
EXECUTIVE COMPENSATION OBJECTIVES AND POLICIES
The Corporation's executive compensation program is designed to be closely
linked to corporate performance and returns to stockholders. The Corporation
has developed an overall compensation strategy and specific compensation plans
that tie a significant portion of executive compensation to the Corporation's
success in meeting specified performance goals. The overall objectives of this
strategy are to attract and retain the best possible executive talent, to
motivate these executives to achieve the goals contained in the Corporation's
business strategy, to link executive and stockholder interests through equity-
based plans, and to provide a compensation package that recognizes and rewards
individual contributions, as well as overall business results. The Committee
is of the view that compensation should be designed to stimulate performance
improvement and profitable growth and should reward exceptional performance
with remuneration that is commensurate with such performance. To this end,
total compensation for executive officers is designed to be, over time,
approximately at the 75th percentile of the Corporation's peer group, as
defined below, with the majority of compensation being at risk to performance.
Each year the Committee conducts a full review of the Corporation's
executive compensation. This review includes a comprehensive assessment of the
effectiveness of the Corporation's compensation program in stimulating growth
and maximizing total return to stockholders through performance-based
incentives. This review also includes a comparative analysis, produced by
independent compensation and benefits consultants, of the Corporation's
executive compensation, corporate performance and total return to stockholders
compared to a peer group representing the Corporation's most direct
competitors for executive talent. The strongest competitors for executive
talent for most positions are believed to be the largest thrift institutions,
specialty finance companies and mortgage banks throughout the country, as well
as medium size commercial banks.
The Committee determines the compensation of all of the executive officers
of the Corporation, including the named executive officers whose compensation
is detailed in this Proxy Statement. In reviewing the individual performance
of the executives whose compensation is detailed in this Proxy Statement
(other than Mr. Johnson), the Committee gives weight to the recommendations of
Mr. Johnson.
The key elements of the Corporation's executive compensation program consist
of base salary, annual and long-term performance-based cash incentives, and
stock-based incentives such as stock options and restricted stock. In
addition, while these elements of compensation are considered separately, the
Committee's policies take into account the total compensation package of each
executive officer, including pension benefits, supplemental retirement
benefits, insurance and other benefits.
COMPENSATION OF CHIEF EXECUTIVE OFFICER
In evaluating Mr. Johnson's performance for 1996, the Committee is of the
opinion that Mr. Johnson's work throughout 1996 was critical to the
achievement of a very successful year for the Corporation. In this regard,
successful implementation of major components of the Corporation's long-term
strategic plan, described below, resulted in record financial performance.
Specifically, total stockholder return for the year was over 80%, placing the
Corporation's stock performance at the top among the largest thrift
institutions in the country. In addition, 1996 net income was a record $132
million, which was up 31.9% from 1995. The Committee is of the opinion that
this performance is largely attributable to the achievement of key strategic
objectives during 1996. These
8
<PAGE>
included successful integration of the two 1995 acquisitions by the
Corporation, expansion of the Bank's no documentation lending business outside
of New York, and achievement of the planned cost savings associated with the
acquisition of branches from Home Savings of America, FSB.
The Corporation's employment arrangement with Mr. Johnson provides him with
a competitive package at approximately the 75th percentile of the
Corporation's peer group. This package is described in detail in the
"Executive Compensation" section of this Proxy Statement. The Committee
designed this package after consulting with and receiving the advice of its
independent compensation and benefits consultant. Consistent with the
Corporation's overall compensation policy, the Corporation's employment
arrangement with Mr. Johnson is largely performance-based. Specifically, the
arrangement is based on performance-based plans that link compensation to
several measures of financial performance selected by the Committee.
Consequently, a substantial percentage of Mr. Johnson's compensation is at
risk and is directly linked to performance measures, which may include return
on equity, return on assets, net income, cash earnings, earnings per share,
total return to stockholders, and earnings growth. The arrangement also
provides that Mr. Johnson is to receive stock incentives intended to tie Mr.
Johnson's compensation directly to future stockholder value. See the
"Executive Compensation" section of this Proxy Statement for a description of
the amount and terms of stock options and restricted stock grants provided to
Mr. Johnson.
For 1996, Mr. Johnson received $575,000 in base salary and an annual
performance award of $600,000. The Committee determined the amount of the
performance award based on measures of financial performance of the
Corporation, including net income, cash earnings, and total stockholder
return. In addition, the Committee considered the successful achievement of
key strategic objectives of the Corporation, including the successful
expansion of the Bank's no documentation lending business outside of the New
York City metropolitan area and full achievement of the planned cost savings
associated with the 1995 acquisition of branches from Home Savings of America,
FSB. In addition, Mr. Johnson received a payout of $1.25 million for the two-
year period ended December 31, 1996 pursuant to the Corporation's 1994 Long-
Term Incentive Plan, based on the achievement of specific target levels of
long-term performance previously established by the Committee.
DEDUCTIBILITY OF EXECUTIVE OFFICER COMPENSATION
The Committee's policy with respect to the tax deductibility of executive
compensation above $1 million is to structure benefit plans in a manner that
permits the deductibility of such compensation under Section 162(m) of the
Code when the Corporation can do so without materially compromising the
objectives of its overall compensation program.
THE COMPENSATION COMMITTEE
Charles B. McQuade, Chair
Bernard S. Berman Robert P. Quinn
Susan J. Kropf Edward C. Schmults
9
<PAGE>
- - -------------------------------------------------------------------------------
EXECUTIVE COMPENSATION
- - -------------------------------------------------------------------------------
SUMMARY COMPENSATION TABLE
The following table sets forth the compensation paid by the Corporation
during each of the years ended December 31, 1996, 1995 and 1994, respectively,
to the Corporation's Chief Executive Officer and its four next highest paid
executive officers.
<TABLE>
<CAPTION>
LONG TERM COMPENSATION
---------------------------------
ANNUAL COMPENSATION(1) AWARDS PAYOUTS
-------------------------------------- ----------------------- ---------
RESTRICTED SECURITIES
OTHER ANNUAL STOCK UNDERLYING LTIP ALL OTHER
NAME AND PRINCIPAL SALARY BONUS COMPENSATION AWARDS OPTIONS/SARS PAYOUTS COMPENSATION
POSITION(S) YEAR ($) ($) ($)(2) ($)(3)(4) (#) ($)(5) ($)(6)
------------------ ---- ------- --------- ------------ ---------- ------------ --------- ------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Thomas S. Johnson....... 1996 575,000 600,000 53,500 3,693,750 -- 1,250,000 68,162
Chairman, President and 1995 538,000 425,000 53,500 -- 340,000 -- 63,716
Chief Executive Officer 1994 500,000 1,300,000(7) 53,500 -- -- -- 41,213
Bharat B. Bhatt......... 1996 325,000 300,000 -- -- -- -- 65,511
Vice Chairman 1995 175,000 105,000 -- -- 75,000 -- 100,000
1994 -- -- -- -- -- -- --
Bernadette Arias........ 1996 275,000 140,000 -- 1,846,875 -- 150,000 65,894
Executive Vice
President 1995 263,000 120,000 -- -- 100,000 -- 60,174
1994 250,000 101,100 -- -- -- -- 41,107
Martin S. Dash.......... 1996 275,000 140,000 -- 1,846,875 -- 150,000 65,894
Executive Vice
President 1995 263,000 110,000 -- -- 100,000 -- 61,637
1994 250,000 101,100 -- -- -- -- 42,703
Charles P. Richardson... 1996 250,000 125,000 -- 1,846,875 -- 150,000 64,454
Executive Vice
President 1995 235,377 100,000 -- -- 100,000 -- 59,290
and Chief Financial
Officer 1994 196,702 91,000 -- -- -- -- 38,735
</TABLE>
- - --------
(1) Annual compensation includes deferred compensation. Bonus amounts include
all bonus payments earned for the years ended December 31, 1996, 1995 and
1994, including amounts paid in 1997, 1996 and 1995, respectively.
(2) For each of the years ended December 31, 1996, 1995 and 1994,
respectively, there were not (i) perquisites over the lesser of $50,000 or
10% of the individual's total salary and bonus for the year for anyone
other than Mr. Johnson; (ii) payments of above-market preferential
earnings on deferred compensation; (iii) payments of earnings with respect
to long-term incentive plans prior to settlement or maturation; (iv) tax
payment reimbursements; or (v) preferential discounts on stock. Mr.
Johnson's perquisites in 1996, 1995 and 1994 consisted of a $50,000
housing allowance in each year plus $3,500 in each year for personal use
of an automobile owned by the Corporation.
(3) On January 28, 1996, Mr. Johnson was granted 150,000 shares of restricted
Common Stock ("Restricted Stock") and Mrs. Arias and Messrs. Dash and
Richardson were granted 75,000 shares of Restricted Stock each. These
grants vest at a rate of 20% per year beginning one year from the date of
grant. At December 31, 1996, Mr. Johnson held 150,000 shares of Restricted
Stock having a value of $7,125,000 and Mrs. Arias and Messrs. Dash and
Richardson each held 75,000 shares of Restricted Stock having a value of
$3,562,500 each. For a discussion of Restricted Stock granted to Mr. Bhatt
on January 29, 1997, see "Employment Agreements."
(4) Whenever Restricted Stock is paid to a named executive officer, the
executive officer is entitled to receive, with respect to each share of
Restricted Stock paid, an amount attributable to any cash dividends and a
number of shares of Common Stock equal to any stock dividends declared and
paid with respect to a share of Common Stock (including an appropriate
amount of net earnings, if any) between the date the relevant Restricted
Stock award was granted and the date the Restricted Stock is paid, unless
any such dividend is paid to a named executive officer on a current basis.
(5) LTIP payouts include payouts earned for the two-year period ended December
31, 1996 and paid in 1997.
(6) Includes (i) $59,612, $57,941 and $37,517, which is the value of shares of
Common Stock allocated under the ESOP based on 1996, 1995 and 1994
compensation, respectively, for Mr. Johnson, $59,565, which is the value
of shares of Common Stock allocated under the ESOP based on 1996
compensation for Mr. Bhatt, and $59,612, $57,941 and $37,517, which is the
value of shares of Common Stock allocated under the ESOP based on 1996,
1995 and 1994 compensation, respectively, for Mrs. Arias, Mr. Dash and Mr.
Richardson; (ii) the Bank's contributions to its 401(k) Savings Plan of
$2,250 for each of Messrs. Johnson and Bhatt, Mrs. Arias and Messrs. Dash
and Richardson for 1996, and $1,154 for Mrs. Arias and Mr. Dash for 1994;
(iii) the value of the life insurance premiums paid by the Corporation of
$6,300, $5,775 and $3,696 for Mr. Johnson for 1996, 1995 and 1994,
respectively, $3,696 for Mr. Bhatt for 1996, $4,032, $2,233 and $2,436 for
Mrs. Arias for 1996, 1995 and 1994, respectively, $4,032, $3,696 and
$4,032 for Mr. Dash for 1996, 1995 and 1994, respectively, and $2,592,
$1,349 and $1,218 for Mr. Richardson for 1996, 1995 and 1994,
respectively, and (iv) a bonus of $100,000 paid to Mr. Bhatt in 1995 as
part of his initial employment.
(7) Includes a one-time special recognition bonus of $1 million awarded in
connection with the successful conversion of the Bank into a stock
corporation and the consummation of the related initial public offering of
the Common Stock.
10
<PAGE>
FISCAL YEAR-END OPTION VALUES
The following table sets forth information on the aggregate number of
unexercised options to purchase Common Stock granted in all years to the named
executive officers and held by them as of December 31, 1996 and the value of
unexercised in-the-money options (i.e., options that had a positive spread
between the exercise price and the fair market value of Common Stock) as of
December 31, 1996. None of the named executive officers exercised options
during the fiscal year ended December 31, 1996. The Corporation has not
granted any free-standing SARs to the named executive officers.
<TABLE>
<CAPTION>
NUMBER OF SECURITIES
UNDERLYING VALUE OF UNEXERCISED
UNEXERCISED OPTIONS IN-THE-MONEY OPTIONS
AT 12/31/96 AT 12/31/96
------------------------- -------------------------
NAME EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
---- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C>
Thomas S. Johnson........... 85,000 255,000 $2,178,125 $6,534,375
Bharat B. Bhatt............. 18,750 56,250 $ 460,547 $1,381,641
Bernadette Arias............ 25,000 75,000 $ 640,625 $1,921,875
Martin S. Dash.............. 25,000 75,000 $ 640,625 $1,921,875
Charles P. Richardson....... 25,000 75,000 $ 640,625 $1,921,875
</TABLE>
FISCAL YEAR-END LONG-TERM INCENTIVE PLAN AWARDS
The following table sets forth target and maximum payout opportunities under
the GreenPoint Financial Corp. 1994 Long-Term Incentive Plan (the "Long-Term
Incentive Plan") for the four-year performance period ending December 31,
1998.
<TABLE>
<CAPTION>
PERFORMANCE OR ESTIMATED FUTURE PAYOUTS UNDER
NUMBER OF OTHER PERIOD NON-STOCK PRICE-BASED PLANS(1)(2)
SHARES, UNITS UNTIL MATURATION ---------------------------------
NAME OR OTHER RIGHTS OR PAYOUT THRESHOLD($) TARGET($) MAXIMUM($)
---- --------------- ---------------- ------------ --------- ----------
<S> <C> <C> <C> <C> <C>
Thomas S. Johnson....... -- 1995-1998 -- 2,500,000 3,750,000
Bernadette Arias........ -- 1995-1998 -- 300,000 450,000
Martin S. Dash.......... -- 1995-1998 -- 300,000 450,000
Charles P. Richardson... -- 1995-1998 -- 300,000 450,000
</TABLE>
- - --------
(1) Under the Long-Term Incentive Plan, payments are to be made in cash, based
on the Corporation's return on equity or total stockholder return
performance over a period of four years relative to the performance of a
selected comparable group of companies. For each of the 1995-1997
performance periods, no awards would be paid unless target performance was
achieved by the Corporation, although target awards not earned in one
performance period are carried over to the next performance period and
could be earned if target performance is achieved in that or a subsequent
performance period. An award for above target performance can only be paid
in connection with the 1998 performance period. The Long-Term Incentive
Plan is described in detail in the "Long-Term Incentive Plan" section of
this Proxy Statement. Mr. Bhatt is not a participant in the Long-Term
Incentive Plan.
(2) Payouts for the two-year performance period ended December 31, 1996 are
reflected in the Summary Compensation Table.
11
<PAGE>
STOCK PERFORMANCE GRAPH
The following graph shows a comparison of cumulative total stockholder
return on the Common Stock from January 28, 1994 to December 31, 1996, with
the cumulative total returns of both a broad-market index and a peer group
index. The broad-market index chosen was the S&P 500 Total Return Index
produced by SNL Securities ("SNL"), and the peer group index chosen was all
publicly-traded thrift institutions with total assets in excess of $5 billion
also produced by SNL. The Common Stock began trading on January 28, 1994. The
graph depicts a limited period of time. As a result, the graph may not be
indicative of possible future performance of the Common Stock.
[GRAPH APPEARS HERE]
PERIOD ENDING
Index 1/28/94 6/30/94 12/31/94 6/30/95 12/31/95 6/30/96 12/31/96
----------------------------------------------------------------
GreenPoint
Financial
Corp. 100.00 118.30 111.63 130.11 149.65 160.36 272.27
S&P 500 100.00 94.02 98.60 118.53 135.66 149.34 166.67
SNL $5B+ Thrifts 100.00 98.95 91.31 120.49 150.34 156.20 201.85
EMPLOYMENT AGREEMENTS
The Corporation has an employment agreement with Mr. Johnson as Chairman,
President and Chief Executive Officer of the Corporation (the "Employment
Agreement"). The Employment Agreement provides for a base salary of not less
than $500,000 per year. For 1996, Mr. Johnson was entitled to an annual
performance award of between 0% and 125% of base salary with a target award of
50%, and with a greater or lesser award percentage being paid based on
performance. He is also entitled to participate in the Long-Term Incentive
Plan
12
<PAGE>
with a target award for the first four-year cycle of $2.5 million, with
greater or lesser awards being paid based on performance.
On January 28, 1995 and January 29, 1997, Mr. Johnson was granted options to
purchase, for a period of ten years, 340,000 shares and 115,000 shares,
respectively, of Common Stock pursuant to the GreenPoint Financial Corp.
Amended and Restated 1994 Stock Incentive Plan (the "Stock Incentive Plan").
The 1997 option grant is subject to and contingent upon stockholder approval
of Proposal 2 described in this Proxy Statement. The options, granted at fair
market value, vest over four years and three years, respectively, subject to
acceleration upon the occurrence of certain specified events. On January 28,
1996, Mr. Johnson was granted 150,000 shares of Restricted Stock that will
vest over five years, also subject to acceleration upon the occurrence of
certain specified events.
Under the Employment Agreement, the Corporation will provide Mr. Johnson
with a supplemental retirement benefit, after offset of all other retirement
benefits received by him and social security, of 60% of his final average pay
which is defined as the average of his highest three years of salary and
annual performance awards. The Employment Agreement provides Mr. Johnson with
termination benefits under defined circumstances of $2 million, plus any
accrued but unpaid base salary and a pro rata annual performance award. The
Employment Agreement also provides Mr. Johnson with certain disability and
death benefits.
Mr. Johnson is entitled to a change in control payment if, subsequent to a
change in control (as defined in the Employment Agreement), his employment is
terminated by the Corporation without cause, or if he terminates his
employment for good reason. Any termination by Mr. Johnson during the thirty-
day period immediately following the first anniversary of a change in control
constitutes termination for good reason. The change in control payment
consists of all accrued but unpaid base salary and a pro rata portion of Mr.
Johnson's annual performance award for the year in which the termination
occurs, plus an amount equal to three times the sum of Mr. Johnson's base
salary and annual performance award, plus an additional amount determined
pursuant to any retirement or supplemental retirement plan in which Mr.
Johnson participates.
The Employment Agreement also provides that if Mr. Johnson's employment is
terminated for cause, he will not compete with the Corporation or the Bank for
a period of one year thereafter. The Employment Agreement has a three-year
term that is extended on a rolling basis.
The Corporation also has employment agreements with Mr. Bhatt as Vice
Chairman, and Mrs. Arias and Messrs. Dash and Richardson as Executive Vice
Presidents (the "Officer Agreements"). The Officer Agreement for Mr. Bhatt
provides for an annual base salary of not less than $325,000, the Officer
Agreements for Mrs. Arias and Mr. Dash each provide for an annual base salary
of at least $250,000, and the Officer Agreement for Mr. Richardson provides
for an annual base salary of at least $225,000. The Officer Agreements also
provide for an annual bonus pursuant to the Corporation's annual incentive
plans of between 0% and 100% of each officer's then base salary with a target
award for 1996 of 50% for Mr. Bhatt and 40% for Mrs. Arias and Messrs. Dash
and Richardson, and with greater or lesser award percentages being paid based
on performance.
The Officer Agreements provide the officers with termination benefits under
defined circumstances. In addition, a termination payment is payable upon a
termination by the officer of his or her employment for any reason during the
thirty-day period immediately following a change of control (as defined in the
Officer Agreements). The termination payment under these circumstances
consists of all accrued but unpaid base salary and a pro rata portion of the
officer's annual bonus, plus an amount equal to three times the sum of the
officer's base salary and annual bonus, plus an additional amount determined
pursuant to any retirement or supplemental retirement plan in which the
officer participates. The Officer Agreements provide for disability and death
benefits.
On January 28, 1995, Mrs. Arias and Messrs. Dash and Richardson were each
granted options to purchase 100,000 shares of Common Stock. On June 19, 1995,
Mr. Bhatt was granted an option to purchase 75,000 shares of Common Stock. On
January 29, 1997, Mr. Bhatt, Mrs. Arias and Messrs. Dash and Richardson were
granted options to purchase 80,000, 30,000, 35,000 and 25,000 shares of Common
Stock, respectively, subject to and
13
<PAGE>
contingent upon stockholder approval of Proposal 2 described in this Proxy
Statement. The options were granted at fair market value. The options granted
during 1995 vest over four years and the options granted during 1997 vest over
three years. On January 28, 1996, Mrs. Arias and Messrs. Dash and Richardson
were each granted 75,000 shares of Restricted Stock that will vest over five
years. On January 29, 1997, Mr. Bhatt was granted 15,000 shares of Restricted
Stock that will vest over four years. The period over which the options and
Restricted Stock vest is subject to acceleration upon the occurrence of
certain specified events.
The Officer Agreement for Mr. Bhatt has a three-year term that is extended
on a rolling basis. The Officer Agreements for Mrs. Arias and Messrs. Dash and
Richardson have a three-year term that is extended on an annual basis, except
that the term of employment may not extend beyond each officer's retirement
date in accordance with the Corporation's and the Bank's retirement policy as
it exists from time to time. Under the Officer Agreement for Mr. Bhatt, the
Corporation will provide Mr. Bhatt with a supplemental retirement benefit,
after offset of all other retirement benefits received by him and social
security, of 60% of his final average pay which is defined as the average of
his highest three years of salary and annual performance awards.
Under the Employment Agreement and the Officer Agreements, payments in the
event of a change in control, including other payments that might be made as a
result of the change in control, may constitute an excess parachute payment
under Section 280G of the Code, resulting in the imposition of an excise tax
(under Section 4999 of the Code) on the recipient and denial of the deduction
for such excess amounts to the Corporation. The Employment Agreement and the
Officer Agreements contain gross-up provisions with respect to any excise tax
the executive may incur as a result of an excess parachute payment.
STOCK INCENTIVE PLAN
The Stock Incentive Plan is intended to help the Corporation attract, retain
and provide appropriate incentives for management personnel. It currently
provides that the total number of shares of Common Stock available for grant
is 3,500,000 shares, of which no more than 2,500,000 shares may be granted
over the life of the plan for incentive stock options. In Proposal 2 described
in this Proxy Statement, the Corporation is proposing an increase of 2,000,000
shares of Common Stock available for grant under the Stock Incentive Plan.
Awards under the plan may be granted in any one or a combination of stock
options, limited rights and Restricted Stock. The Compensation Committee
administers the plan and authorizes the employees to whom awards are granted,
the number of awards granted and the specific terms and conditions of each
grant, subject to the provisions of the plan. Awards under the plan must have
an exercise price of not less than fair market value at the date of grant. In
each calendar year, no individual may be granted stock options on more than
400,000 shares of Common Stock.
Adjustments in the number and type of shares and other equitable adjustments
may be made by the Board or the Compensation Committee in the event of a
merger, reorganization, consolidation, recapitalization, spin-off, stock
dividend, stock split or any other similar event. A participant may satisfy a
tax withholding requirement by applying shares of Common Stock to which the
participant is entitled.
The Stock Incentive Plan will terminate on January 28, 2004. Awards granted
and outstanding when the plan terminates are not affected or impaired by the
termination.
ANNUAL INCENTIVE PLAN
Under the GreenPoint Financial Corp. 1994 Annual Incentive Plan, certain
executive officers of the Corporation are eligible to receive additional
annual cash compensation based on performance. The executive officers eligible
to participate in this plan are the Chief Executive Officer and any other
officer whose compensation is required to be disclosed in the annual proxy
statement pursuant to rules promulgated under the Exchange Act. The plan is
intended to provide participating executive officers with financial incentives
to meet and exceed predetermined performance goals. Under the plan,
performance criteria are selected by the
14
<PAGE>
Compensation Committee each year from one or more of the following: (i) return
on equity, (ii) return on assets, (iii) earnings per share, (iv) net income
and (v) achievement of predetermined strategic milestones. Target levels may
be specified relative to budgeted or other internal goals, or relative to
performance of one or more peer groups. In addition, goals may be stated as
alternatives, or as combinations. The maximum amounts payable annually to the
Chief Executive Officer and to each of the other eligible officers are
$1,250,000 and $500,000, respectively. During 1996, only Mr. Johnson
participated in this plan.
LONG-TERM INCENTIVE PLAN
Under the Long-Term Incentive Plan, the Chief Executive Officer and the
Executive Vice Presidents of the Corporation named in this Proxy Statement are
eligible to receive additional compensation based on longer-term performance.
The plan is intended to provide these participants with financial incentives
to meet and exceed predetermined long-term performance goals. Under the plan,
cash awards are paid to eligible participants for the achievement of target
levels of specified long-term performance criteria selected by the
Compensation Committee from one or more of the following: (i) return on
equity, (ii) total return to stockholders, (iii) return on assets and (iv)
earnings growth. Target levels may be specified relative to budgeted or other
internal goals, or relative to performance of one or more peer groups. In
addition, goals may be stated as alternatives, or as combinations.
Payout opportunities occur under the plan during each of the four years
ending December 31, 1995, 1996, 1997 and 1998, respectively, depending on the
achievement of interim, cumulative or other goals. The maximum amounts payable
for the four-year period to the Chief Executive Officer and to each of the
Executive Vice Presidents are $3,750,000 and $450,000, respectively.
BANK BENEFIT PLANS
Pension Plan. As of May 6, 1996, the benefit formula under the Bank's
defined benefit plan (the "Pension Plan") was changed to a cash balance
formula. An account balance was established for each participant equal to the
then present value of the participant's benefit earned to date. For service
periods after May 5, 1996, this account balance is to be increased by interest
at a specified rate and a contribution credit equal to a percentage of the
participant's eligible base salary. Generally, the interest credit percentage
will represent the average of the one-year U.S. Treasury bill rate during
February, May, August and November of the previous year plus 1%. The
contribution credit percentage ranges from 3% to 6% depending on the
participant's years of service with the Corporation. Employees who were
participants on May 6, 1996 who had at least ten years of service with the
Corporation and who were at least age 50 or whose age plus years of service
totalled at least 75 will receive the greater of their account balance or the
benefit derived from the "grandfathered" formula. The grandfathered formula is
equal to 2% of the participant's average annual compensation during the 60
consecutive calendar months within the participant's 120 consecutive calendar
months of participation affording the highest such average, multiplied by the
participant's years of credited service, limited to 60% of the final three
years of average annual compensation.
Employees are enrolled in the Pension Plan following the completion of one
year of service. The normal retirement age is the later of age 65 and the
fifth anniversary of the employee's date of hire, although earlier options are
available. The Pension Plan has a five-year vesting provision, and
participants who are vested will receive their account balance or annuity
equivalent if they leave the employ of the Corporation before retirement.
Annual pension benefits attributable to amounts in excess of the limits
imposed under the Code are provided under the GreenPoint Bank Supplemental
Executive Retirement Plan and not under the Pension Plan. As of December 31,
1996, the estimated annual benefit payable upon normal retirement age
(assuming the individual continues to work to age 65 at the current rate of
compensation and a 6% interest credit percentage) for Mr. Johnson, Mr. Bhatt,
Mrs. Arias, Mr. Dash and Mr. Richardson was $12,186, $10,260, $112,000,
$112,000 and $22,614, respectively.
Employee Stock Ownership Plan. The Bank has established the ESOP for
employees of the Bank and its affiliates, including the Corporation, who have
been credited with at least one year of service. As of March 18,
15
<PAGE>
1997, the ESOP Trustee had purchased a total of 8,233,802 shares of Common
Stock. Purchases by the ESOP were funded by a loan from the Corporation
totaling $137.1 million, which is collateralized by the Common Stock purchased
by the ESOP. The loan will be repaid principally from the Bank's discretionary
contributions to the ESOP over the applicable loan amortization period. Shares
of Common Stock purchased by the ESOP and pledged as collateral for the ESOP
loan are held in a suspense account and released for allocation among
participants in the ESOP annually in amounts proportionate to the repayment of
the ESOP loan.
Contributions to the ESOP and shares of Common Stock released from the
suspense account are allocated among participants in the ESOP on the basis of
each participant's eligible base compensation. Benefits generally become
vested over a five-year period. However, in the event of a change in control
of the Corporation or the Bank and other events set forth in the ESOP, the
unvested portion of any participant's account would vest immediately.
Participants who terminate employment for any other reason before becoming
100% vested forfeit the unvested portion of their accounts. Forfeitures will
be reallocated among remaining participants, in the same proportion as their
respective contributions. Benefits are payable in the form of Common Stock.
Since the Bank's contributions to the ESOP are not fixed, benefits payable
under the ESOP cannot be estimated.
401(k) Savings Plan. Effective July 1, 1996 the Bank amended its Incentive
Savings Plan to include provisions that qualify under Section 401(k) of the
Code (the "401(k) Savings Plan"). Substantially all of the employees of the
Corporation employed prior to July 1, 1996 and employees employed after such
date who have been credited with 1,000 hours of service during a twelve-month
period are eligible to participate. Participants may contribute up to 6% of
their eligible salary on a pre-tax basis and may be eligible to receive a
matching contribution equal to 100% of the first 3% of their eligible salary
contributed. The matching contribution may be funded by using shares released
for allocation under the ESOP.
Participants in the 401(k) Savings Plan are always 100% vested in their
contributions and in the earnings thereon. Generally, participants vest in
employer matching contributions and earnings thereon over a five-year period.
Participants may invest contributions in any of the investment funds made
available under the 401(k) Savings Plan, including a fund that invests
primarily in Common Stock.
Incentive Compensation Plan. The Bank maintains an incentive compensation
plan for certain officers of the Bank (the "Bank Incentive Plan"). Generally,
officers with the title of Vice President and above are eligible to
participate in the Bank Incentive Plan. The Bank Incentive Plan provides for
cash payments to these officers based upon the Corporation's performance
relative to predetermined financial goals, as well as the individual
performance of each officer. Incentive compensation paid under the Bank
Incentive Plan to executive officers has been included in the Summary
Compensation Table under the "Bonus" column.
Insurance Plans. After a three-month waiting period, the Bank makes
available to all full-time and regular part-time employees medical, dental,
life, accidental death and dismemberment, and short- and long-term disability
insurance, as well as tuition assistance.
- - -------------------------------------------------------------------------------
TRANSACTIONS WITH CERTAIN RELATED PERSONS
- - -------------------------------------------------------------------------------
The Corporation's policies require that all transactions between the
Corporation and its executive officers, Directors, holders of 10% or more of
its Common Stock and affiliates thereof, contain terms no less favorable to
the Corporation than could have been obtained by it in arms-length
negotiations with unaffiliated persons. In addition, with respect to loans,
the Corporation's policies prohibit the granting of loans at an interest rate
discount or with any other favorable features to officers at and above the
Senior Vice President level and further require that loans to any such person
must be approved by the Board. As of March 18, 1997, no such loans had been
made.
16
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BENEFICIAL OWNERSHIP REPORTS
- - -------------------------------------------------------------------------------
Pursuant to regulations promulgated under the Exchange Act, the
Corporation's officers and Directors and persons who own more than 10% of the
Common Stock are required to file reports detailing their ownership and
changes of ownership in the Common Stock and to furnish the Corporation with
copies of all such ownership reports that are filed. Based solely on the
Corporation's review of the copies of such ownership reports which it has
received in the past fiscal year or the current fiscal year, or written
representations from such persons that no annual report of change in
beneficial ownership was required, the Corporation believes that all persons
subject to such reporting requirements have complied with such reporting
requirements.
- - -------------------------------------------------------------------------------
PROPOSAL 2--AMENDMENT TO THE STOCK INCENTIVE PLAN
- - -------------------------------------------------------------------------------
The Stock Incentive Plan, approved by the stockholders in September 1994, is
described in detail in the "Stock Incentive Plan" section of this Proxy
Statement.
In February 1997, the Board approved an amendment to the Stock Incentive
Plan increasing the number of shares of Common Stock authorized for grant
under the plan from 3,500,000 to 5,500,000. The Board requests that the
stockholders approve this amendment. The Board believes that this amendment is
important because it will enable the Corporation to continue to maintain the
Stock Incentive Plan for its stated purpose of providing key employees of the
Corporation and its affiliates with additional incentive to perform in a
superior manner and also to attract people of experience and ability to the
service of the Corporation and its affiliates in order to advance the
interests of the Corporation and its stockholders.
As of December 31, 1996, under the Stock Incentive Plan, options to purchase
3,132,311 shares of Common Stock had been granted, 150,000 shares of
Restricted Stock had been granted, options to purchase 340,581 shares had been
exercised, options to purchase 2,682,393 shares were outstanding at a weighted
average price per share of $20.98 and 327,026 shares remained available for
future grants.
In early 1997, under the Stock Incentive Plan, the Compensation Committee
granted options to purchase shares of Common Stock which grants were made
subject to and contingent upon approval of this Proposal by the stockholders
at the Meeting. These option grants will be withdrawn if this Proposal is not
approved.
The affirmative vote of the holders of a majority of the Common Stock
present at the Meeting, in person or by proxy, and entitled to vote is
required to approve the amendment to the Stock Incentive Plan.
THE BOARD RECOMMENDS A VOTE FOR APPROVAL OF THE AMENDMENT TO THE STOCK
INCENTIVE PLAN.
- - -------------------------------------------------------------------------------
PROPOSAL 3--RATIFICATION OF APPOINTMENT OF AUDITORS
- - -------------------------------------------------------------------------------
The Board has appointed Price Waterhouse LLP ("Price Waterhouse") to perform
the audit of the Corporation's financial statements for the year ending
December 31, 1997, subject to ratification by the Corporation's stockholders
at the Meeting. Price Waterhouse served as the independent auditors of the
Corporation for the year ended December 31, 1996. Representatives from Price
Waterhouse will be present at the Meeting and will be given the opportunity to
make a statement if they so desire, and will be available to respond to
appropriate questions from stockholders.
The affirmative vote of the holders of a majority of the Common Stock
present at the Meeting, in person or by proxy, and entitled to vote is
required to ratify the appointment of Price Waterhouse as the Corporation's
independent auditors for the year ending December 31, 1997.
THE BOARD RECOMMENDS A VOTE FOR RATIFICATION OF THE APPOINTMENT OF PRICE
WATERHOUSE AS THE CORPORATION'S INDEPENDENT AUDITORS FOR THE YEAR ENDING
DECEMBER 31, 1997.
17
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OTHER MATTERS
- - -------------------------------------------------------------------------------
The Board of Directors is not aware of any business to come before the
Meeting other than those matters described in this Proxy Statement. However,
if any other matters should properly come before the Meeting, it is intended
that proxies in the accompanying form will be voted in respect thereof in
accordance with the judgment of the person or persons voting the proxies.
- - -------------------------------------------------------------------------------
MISCELLANEOUS
- - -------------------------------------------------------------------------------
The cost of soliciting proxies will be borne by the Corporation. In addition
to the solicitation of proxies by mail, D.F. King & Co., Inc. will assist the
Corporation in soliciting proxies for the Meeting and will be paid a fee of
$11,000 plus reimbursement for out-of-pocket expenses. The Corporation will
reimburse brokerage firms and other custodians, nominees and fiduciaries for
reasonable expenses incurred by them in sending proxy material to the
beneficial owners of Common Stock. In addition to solicitations by mail,
Directors, officers and regular employees of the Corporation may solicit
proxies personally or by telephone, telegram or other means of communication
without additional compensation.
The Corporation's 1996 Annual Report to Stockholders, including financial
statements, was mailed to all stockholders with the Proxy Statement. Any
stockholder who has not received a copy of such Annual Report may obtain a
copy by writing to the Secretary of the Corporation. Such Annual Report is not
to be treated as a part of the proxy solicitation material nor as having been
incorporated herein by reference.
- - -------------------------------------------------------------------------------
STOCKHOLDER PROPOSALS
- - -------------------------------------------------------------------------------
In order to be eligible for inclusion in the Corporation's proxy materials
for next year's Annual Meeting of Stockholders, any stockholder proposal to
take action at such meeting must be received at the Corporation's main office
at 90 Park Avenue, New York, New York 10016, no later than November 28, 1997.
Any such proposal shall be subject to the requirements of the proxy rules
adopted under the Exchange Act.
BY ORDER OF THE BOARD OF DIRECTORS
/s/ Howard C. Bluver
Howard C. Bluver
Secretary
New York, New York
March 21, 1997
- - -------------------------------------------------------------------------------
ANNUAL REPORT ON FORM 10-K
- - -------------------------------------------------------------------------------
A COPY OF THE CORPORATION'S ANNUAL REPORT ON FORM 10-K FOR 1996 FILED WITH
THE SECURITIES AND EXCHANGE COMMISSION, INCLUDING THE FINANCIAL STATEMENTS AND
SCHEDULES THERETO, WILL BE FURNISHED TO STOCKHOLDERS WITHOUT CHARGE UPON
REQUEST. WRITTEN REQUESTS SHOULD BE DIRECTED TO THE SECRETARY OF THE
CORPORATION AT THE ADDRESS STATED HEREIN.
18
<PAGE>
GREENPOINT FINANCIAL CORP.
PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
FOR THE 1997 ANNUAL MEETING OF STOCKHOLDERS--MAY 2, 1997
The undersigned hereby appoints Thomas S. Johnson, Bernadette Arias and Martin
S. Dash, and each of them, with full power of substitution, for and in the name
of the undersigned, to vote all common stock, par value $.01 per share, of
GreenPoint Financial Corp., a Delaware corporation, that the undersigned would
be entitled to vote if personally present at the 1997 Annual Meeting of
Stockholders to be held at Terrace on the Park, 52-11 111th Street, Flushing,
New York, on Friday, May 2, 1997 at 10:00 a.m., local time, and at any
adjournment thereof, upon the matters described in the accompanying Notice of
Annual Meeting of Stockholders and Proxy Statement, receipt of which is hereby
acknowledged, subject to any direction indicated on the reverse side of this
card, and upon any other business that may properly come before the meeting or
any adjournment thereof, hereby revoking any proxy heretofore executed by the
undersigned to vote at said meeting.
This proxy is being solicited by the Board of Directors of GreenPoint Financial
Corp. THIS PROXY WILL BE VOTED AS DIRECTED. IF NO DIRECTION IS INDICATED, THIS
PROXY WILL BE VOTED FOR PROPOSALS 1, 2 AND 3 AND, WITH RESPECT TO ITEM 4, AS
SAID PROXIES, AND EACH OF THEM, MAY DETERMINE.
CONTINUED AND TO BE SIGNED ON REVERSE SIDE
[SEE REVERSE]
[ SIDE ]
<PAGE>
PLEASE MARK
YOUR VOTES [X]
AS THIS
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR PROPOSALS 1, 2, AND 3
---
1. Election of Directors
FOR all nominees WITHHOLD
(except as noted authority to
to the contrary vote for all
Nominees: below) nominees
Edward C. Bessey, William M. Jackson, [_] [_]
Charles B. McQuade, Alvin N. Puryear
and Robert P. Quinn
(Instruction: To withhold authority to vote for any individual nominee write
that nominee's name on the space provided below.)
- - -------------------------------------------------
FOR AGAINST ABSTAIN
2. Approval of an amendment to the GreenPoint [_] [_] [_]
Financial Corp. Amended and Restated 1994
Stock Incentive Plan.
FOR AGAINST ABSTAIN
3. Ratification of appointment of Price [_] [_] [_]
Waterhouse LLP as the Corporation's
independent auditors for the year
ending December 31, 1997.
4. In their discretion on such other matters
as may properly come before the meeting
or any adjournment thereof.
Please sign and date below and return in enclosed envelope promptly.
Signature(s):____________________________________ Date:___________, 1997
NOTE: Please date and sign this proxy exactly as your name appears hereon. In
case of joint owners, each joint owner should sign. When signing in a fiduciary
or representative capacity, please give your full title. If this proxy is
submitted by a corporation or partnership, it should be executed in the full
corporate or partnership name by a duly authorized person.
