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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (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 (S) 240.14a-11(c) or (S) 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:
-------------------------------------------------------------------------
Notes:
Reg. (S) 240.14a-101.
SEC 1913 (3-99)
<PAGE>
[LOGO GREENPOINT FINANCIAL]
March 24, 2000
Dear Fellow Stockholder:
I hope you will be able to join us at our annual stockholders meeting on
Friday, May 5, 2000. 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 and ratification of PricewaterhouseCoopers LLP as
our auditors.
Officers of the Corporation as well as representatives of
PricewaterhouseCoopers 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 or use the telephone or Internet
voting procedure described on the proxy card--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,
[LOGO SIGNATURE]
Thomas S. Johnson
Chairman and Chief Executive Officer
<PAGE>
- -------------------------------------------------------------------------------
GREENPOINT FINANCIAL CORP.
90 Park Avenue
New York, New York 10016
(212) 834-1202
- -------------------------------------------------------------------------------
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To Be Held on May 5, 2000
- -------------------------------------------------------------------------------
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 5,
2000 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 ratification of the appointment of PricewaterhouseCoopers LLP as
the Corporation's independent auditors for the year ending December 31,
2000.
3. 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 as of the close of business on March 21,
2000 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. Alternatively, you may use a toll-free telephone
number or the Internet as described on the enclosed Proxy Card. The proxy, in
whichever form received, will not be used if you attend and vote at the
Meeting in person.
BY ORDER OF THE BOARD OF DIRECTORS
Howard C. Bluver
Secretary
New York, New York
March 24, 2000
- -------------------------------------------------------------------------------
IMPORTANT: THE PROMPT RETURN OF PROXIES WILL SAVE THE CORPORATION THE EXPENSE
OF FURTHER REQUESTS FOR PROXIES IN ORDER TO INSURE A QUORUM. IF YOU COMPLETE
THE ENCLOSED PROXY CARD, A SELF-ADDRESSED ENVELOPE IS ENCLOSED FOR YOUR
CONVENIENCE. NO POSTAGE IS REQUIRED IF MAILED IN THE UNITED STATES.
ALTERNATIVELY, YOU MAY USE THE TELEPHONE OR INTERNET VOTING PROCEDURE
DESCRIBED ON THE PROXY CARD.
- -------------------------------------------------------------------------------
<PAGE>
- -------------------------------------------------------------------------------
PROXY STATEMENT
of
GREENPOINT FINANCIAL CORP.
90 Park Avenue
New York, New York 10016
(212) 834-1202
ANNUAL MEETING OF STOCKHOLDERS
May 5, 2000
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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 5, 2000 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 24, 2000.
- -------------------------------------------------------------------------------
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 for ratification of
the appointment of PricewaterhouseCoopers LLP as the Corporation's independent
auditors for the year ending December 31, 2000. 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 (using a proxy card or the telephone or
Internet voting procedure) 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 21, 2000 are
entitled to one vote for each share then held. As of March 21, 2000, the
Corporation had 104,208,117 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
1
<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, 1999, 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, 1999.
<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
90 Park Avenue
New York, New York 10016....................... 15,493,150(2) 14.87%
Brinson Partners, Inc.
209 South LaSalle
Chicago, Illinois 60604........................ 8,389,100 8.05%
Franklin Mutual Advisers, LLC
51 John F. Kennedy Parkway
Short Hills, New Jersey 07078.................. 6,264,335 6.01%
</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 the date of
determination of beneficial ownership. 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 21, 2000,
3,847,142 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 thirteen 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 William M. Jackson, Charles B.
McQuade, Peter T. Paul, 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.
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Information with Respect to Nominees and Continuing Directors
- -------------------------------------------------------------------------------
Nominees for Election as Directors for the Term Expiring in 2003
William M. Jackson, 51, 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. Mr. Jackson is a member of the Board of Trustees and serves on the
Executive Committee of the Rippowam Cisqua School, in Bedford, New York.
Charles B. McQuade, 58, has been a Director of the Corporation since its
formation in August 1993. A graduate of Fordham College, Mr. McQuade also
obtained 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. Mr. McQuade is a
Director of Gartner Group, Inc., an information technology company. He also
serves as a Director of the Brooklyn Bureau of Community Service and the
Futures in Education Foundation, 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).
Peter T. Paul, 56, has been a Director of the Corporation since March 1999.
Mr. Paul became a member of the Corporation's management as a Vice Chairman in
March 1999 following the Corporation's acquisition of Headlands Mortgage
Company ("Headlands"). Mr. Paul founded Headlands, which began operations in
1986, and served as its Chairman, Chief Executive Officer and President. He
earned a bachelors degree from the University of New Hampshire and a masters
degree from Boston University. Mr. Paul is a Director of the California
Mortgage Bankers Association.
Alvin N. Puryear, 62, 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 the Lawrence N. Field Professor of
Entrepreneurship at
3
<PAGE>
Bernard M. Baruch College of the City University of New York. He is a Director
of the Bank of Tokyo-Mitsubishi Trust Company, American Capital Strategies,
Ltd., a buyout and specialty finance company, the Presbyterian Church (U.S.A.)
Investment and Loan Corporation, and The Interracial Council for Business
Opportunity. Dr. Puryear is also a Trustee of the Pittsburgh Theological
Seminary.
Robert P. Quinn, 63, 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. Mr. Quinn is a Trustee of G.E. Funds, a
registered investment management company.
Directors Whose Term Expires in 2001
Bharat B. Bhatt, 56, has been a Director of the Corporation since October
1997. Mr. Bhatt joined the Corporation in June 1995 as Vice Chairman and was
appointed as the Corporation's President and Chief Operating Officer in
October 1997. Mr. Bhatt served as the Chief Financial Officer of Shawmut
National Corporation from 1992 to 1994, as a Senior Vice President at Mellon
Bank from 1989 to 1992 and held various positions at Chemical Bank from 1971-
1989. A graduate of the University of Bombay, Mr. Bhatt also attended the
Management Program at the Harvard Business School. Mr. Bhatt is a member of
The Institute of Chartered Accountants.
Robert M. McLane, 70, has been a Director of the Corporation since its
formation in August 1993. A graduate of Yale University, Mr. McLane is a
retired Senior Vice President of Marsh & McLennan, Inc., an insurance
brokerage corporation. He is presently a Director of several private
corporations and is a Trustee of Greenwood Cemetery, Brooklyn, New York.
Edward C. Schmults, 69, 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 held
various positions in government, including service as 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, The Central
European Equity Fund, BT Insurance Funds Trust and Viatel, Inc., a provider of
telecommunications services, and Chairman of the Board of Trustees of The Edna
McConnell Clark Foundation.
Robert F. Vizza, 66, has been a Director of the Corporation since its
formation in August 1993. He is the retired President and Chief Executive
Officer of St. Francis Hospital, Roslyn, New York, and held the position of
Dean of the School of Business of Manhattan College, in New York, for 18
years, prior to joining St. Francis Hospital. He is presently President and
Chief Executive Officer of the Dolan Foundations and the Lustgarten Foundation
for Cancer Research. Having earned a doctorate degree from the New York
University Graduate School of Business Administration, Dr. Vizza also received
an Honorary Doctorate of Laws degree from LaSalle College in Philadelphia, and
is a Fellow of the International Academy of Management. He is a Director of
the Phoenix Home Life Mutual Insurance Company, and chairs its Audit
Committee, and is on the Planning Board of the Village of Old Brookville.
Directors Whose Term Expires in 2002
Dan F. Huebner, 68, 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 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, 59, has been Chairman and Chief Executive Officer of the
Corporation since joining the Corporation in August 1993. He was also
President of the Corporation from August 1993 to October 1997. Mr. Johnson has
served as President of both Chemical Bank and Manufacturers Hanover Trust
Company. He is a Director of Alleghany Corporation, a company engaged in the
insurance and reinsurance businesses, RR Donnelley & Sons, Inc., a printing
company, and 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. He is Chairman of
the Board of Trustees of Trinity College. A graduate of Trinity, he also has a
masters degree in business administration from Harvard University.
Susan J. Kropf, 51, has been a Director of the Corporation since July 1994.
Ms. Kropf has served as Chief Operating Officer, North America and Global
Business Operations of Avon Products, Inc. ("Avon") since December 1999. She
served as Executive Vice President/President, North America of Avon from
January 1998 to December 1999, President, Avon U.S. from March 1997 to January
1998 and President, New and Emerging Markets of Avon from late 1994 to March
1997. Ms. Kropf also served as Senior Vice President, Global Product
Management of Avon from 1993 to 1994, Senior Vice President, U.S. Marketing of
Avon from 1992 to 1993 and Vice President, Product Development of Avon from
1990 to 1992. Ms. Kropf is a Director of Avon and Mead Corporation. A graduate
of St. John's University, Ms. Kropf received a masters degree in finance from
New York University.
Jules Zimmerman, 65, 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 a member of 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 the Associated Blind.
5
<PAGE>
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Securities Owned by Directors and Executive Officers
- -------------------------------------------------------------------------------
The following table sets forth, as of March 21, 2000, 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, other than Messrs. Johnson and Paul. All Directors
and executive officers of the Corporation as a group beneficially own 8.03% of
the outstanding Common Stock.
<TABLE>
<CAPTION>
Name or Shares of Common Stock
Identity Beneficially Owned as of
of Group March 21, 2000(1)(2)(3)
-------- ------------------------
<S> <C>
Bharat B. Bhatt................................. 513,852
Dan F. Huebner.................................. 81,825
S.A. Ibrahim.................................... 215,630
William M. Jackson.............................. 67,400
Thomas S. Johnson............................... 1,599,782
Susan J. Kropf.................................. 32,000
Robert M. McLane................................ 87,330
Charles B. McQuade.............................. 88,000
Peter T. Paul................................... 4,091,533
Alvin N. Puryear................................ 81,643
Robert P. Quinn................................. 95,314
Edward C. Schmults.............................. 45,000
Ramesh N. Shah.................................. 226,252
Robert F. Vizza................................. 76,279
Jules Zimmerman................................. 55,279
All Directors and Executive Officers as a Group
(21 Persons)................................... 8,364,123
</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.
Stock Ownership Guidelines
The Board of Directors has adopted stock ownership guidelines for Directors
and executive officers in order to encourage substantial equity ownership in
the Corporation by those individuals who are in the best position to work to
maximize stockholder value. Pursuant to these guidelines, each Director is
expected to own Common Stock equal in value to 5 times the annual retainer. In
addition, the Chairman of the Board and Chief Executive Officer is expected to
own Common Stock equal in value to 5 times salary, the President and Chief
Operating Officer is expected to own Common Stock equal in value to 3 times
salary, and certain other officers are expected to own Common Stock equal in
value to a multiple of salary depending on their positions. In all cases,
eligible shares for purposes of the guidelines exclude stock options, but
include shares obtained through the Corporation's employee benefit plans.
6
<PAGE>
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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, 1999, the Board held
twelve 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. McLane and McQuade, Dr. Puryear and Dr. Vizza. During the fiscal year
ended December 31, 1999, the Audit Committee held five meetings.
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 Mr.
Huebner. During the fiscal year ended December 31, 1999, the Nominating
Committee held one meeting.
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. Schmults, as Chair, Ms. Kropf and Messrs. Huebner,
Jackson and Quinn. During the fiscal year ended December 31, 1999, the
Compensation Committee held seven meetings.
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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 payable in
shares of Common Stock and fees of $1,000 per Board meeting and $1,000 per
committee meeting. The Chairperson of each committee receives an additional
fee of $500 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 the Bank's eligible 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.
7
<PAGE>
The total number of shares of Common Stock for which options may be granted
may not exceed 1,450,000 shares while the plan is in effect, subject to
certain adjustments. Non-Employee Directors receive a non-qualified stock
option to purchase 10,000 shares of Common Stock at a price equal to the fair
market value at the time of the grant upon becoming a Director. In addition,
during the term of the Directors Stock Option Plan, on the day following the
Corporation's Annual Meeting each year, each Non-Employee Director receives a
non-qualified stock option to purchase 4,000 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.
- -------------------------------------------------------------------------------
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 for
1999.
Executive Compensation Objectives and Policies
The Corporation's executive compensation program is designed to be closely
linked to corporate performance. 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
profitable growth through performance-based incentives. It 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 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.
8
<PAGE>
Compensation of Chief Executive Officer
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 consultants. 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 and earnings per share. 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 footnote (2) to the "Aggregated Option Exercises in Last Fiscal
Year and Fiscal Year-End Option Values" table of this Proxy Statement for a
description of the amount and terms of stock options provided to Mr. Johnson.
In evaluating Mr. Johnson's performance for 1999, the Committee is of the
opinion that Mr. Johnson's work throughout 1999 was critical to the
achievement of a very successful year for the Corporation, including record
financial performance during a difficult period and the successful integration
during the year of two large strategic acquisitions. Specifically, although
the Corporation encountered rising interest rates and an industry-wide period
of sharply declining mortgage origination volume, 1999 core net income was a
record $238 million or $2.46 per share, an increase of 21% over 1998. The
Committee believes that this performance is largely attributable to the
Corporation's successful integration during 1999 of the manufactured housing
lending business it acquired, as well as the successful acquisition and
integration of Headlands Mortgage Company, both of which are critical
components in implementing the Corporation's long-term strategic plan. The
Committee also is of the opinion that the substantial progress made by the
Corporation in transforming the consumer bank into a sales and marketing
driven business that generated significant growth in non-interest income
contributed significantly to this record financial performance. In addition,
the Committee believes that the Corporation's strategic e-commerce initiatives
during 1999, including the formation of an e-commerce division, properly
position the Corporation for the challenges of the 21st century. For 1999, Mr.
Johnson received $732,692 in base salary and an annual performance award of
$800,000.
Deductibility of Executive Officer Compensation
The Committee's policy with respect to the tax deductibility of executive
compensation above $1 million is to structure benefit plans in a manner that
permits the deductibility of such compensation under Section 162(m) of the
Code when the Corporation can do so without materially compromising the
objectives of its overall compensation program.
THE COMPENSATION COMMITTEE
Edward C. Schmults, Chair
Susan J. Kropf William M. Jackson
Dan F. Huebner Robert P. Quinn
9
<PAGE>
- -------------------------------------------------------------------------------
Executive Compensation
- -------------------------------------------------------------------------------
Summary Compensation Table
The following table sets forth the compensation paid by the Corporation
during each of the years ended December 31, 1999, 1998 and 1997, respectively,
to the Corporation's Chief Executive Officer and its four next highest paid
executive officers.
<TABLE>
<CAPTION>
Long-Term Compensation
---------------------------------
Annual Compensation(1) Awards Payouts
-------------------------------------- ----------------------- ---------
Securities
Other Annual Restricted Underlying LTIP All Other
Name and Principal Salary Bonus Compensation Stock Options/SARs Payouts Compensation
Position(s) Year ($) ($) ($)(2) ($)(3)(4) (#) ($)(5) ($)(6)
------------------ ---- ------- --------- ------------ ---------- ------------ --------- ------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Thomas S. Johnson....... 1999 732,692 800,000 63,280 -- 310,000 -- 46,030
Chairman and 1998 650,000 1,800,000(7) 53,500 -- 230,000 1,795,000 77,100
Chief Executive Officer 1997 650,000 850,000 53,500 -- 230,000 625,000 79,309
Bharat B. Bhatt......... 1999 491,346 425,000 18,427 -- 155,000 -- 65,395
President and 1998 450,000 925,000(7) -- -- 160,000 -- 77,100
Chief Operating Officer 1997 450,000 460,000 -- 832,500 160,000 -- 77,041
Peter T. Paul........... 1999 219,231 260,000 -- -- 75,000 -- 3,050
Vice Chairman (8) 1998 -- -- -- -- -- -- --
1997 -- -- -- -- -- -- --
S.A. Ibrahim............ 1999 292,403 260,000 22,825 -- 65,000 -- 355,482
Chief Executive Officer 1998 266,154 250,000 -- -- 50,000 -- 56,500
and President, 1997 195,000 200,000 -- -- 130,000 -- 818
GreenPoint Mortgage
Funding, Inc. (9)
Ramesh N. Shah.......... 1999 272,307 310,000 -- -- 60,000 -- 27,349
Executive Vice
President 1998 256,538 200,000 -- -- 60,000 -- 58,821
1997 229,904 180,000 -- -- 50,000 -- 44,540
</TABLE>
- --------
(1) Annual compensation includes deferred compensation. Bonus amounts include
all bonus payments earned for the years ended December 31, 1999, 1998 and
1997, including amounts paid in 2000, 1999 and 1998, respectively.
(2) For each of the years ended December 31, 1999, 1998 and 1997,
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 for anyone other than Messrs. Bhatt and
Ibrahim; or (v) preferential discounts on stock. Mr. Johnson's
perquisites consisted of a $50,000 housing allowance in each of 1999,
1998 and 1997 and $13,280, $3,500 and $3,500 for personal use of an
automobile owned by the Corporation during 1999, 1998 and 1997,
respectively. During 1999, Messrs. Bhatt and Ibrahim received tax payment
reimbursements in the amount of $18,427 and $22,825, respectively.
(3) On January 28, 1996, Mr. Johnson was granted 300,000 shares of restricted
Common Stock ("Restricted Stock"), which vests at a rate of 20% per year
beginning one year from the date of grant. On January 29, 1997, Mr. Bhatt
was granted 30,000 shares of Restricted Stock, which vests at a rate of
25% per year beginning one year from the date of grant. The rate at which
the Restricted Stock vests is subject to acceleration upon the occurrence
of certain specified events. At December 31, 1999, Mr. Johnson held
120,000 shares of Restricted Stock having a value of $2,857,500 and Mr.
Bhatt held 15,000 shares of Restricted Stock having a value of $357,188.
(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) There were no LTIP payouts made for the year ended December 31, 1999.
LTIP payouts include payouts earned for the one-year and four-year
periods ended December 31, 1998 and the one-year period ended December
31, 1997, paid in 1999 and 1998, respectively, under the GreenPoint
Financial Corp. 1994 Long-Term Incentive Plan (the "1994 Long-Term
Incentive Plan"). Under the plan, payments were 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 were carried over to the next performance period and
could be earned if target performance was achieved in that or a
subsequent performance period. An award for above target performance
could only be paid in connection with the 1998 performance period.
Messrs. Bhatt, Paul, Ibrahim and Shah were not participants in the plan.
10
<PAGE>
(6) Includes (i) $34,504, $66,000 and $68,209, which is the value of shares of
Common Stock allocated under the ESOP based on 1999, 1998 and 1997
compensation, respectively, for Mr. Johnson, $34,504, $66,000 and $68,209,
which is the value of shares of Common Stock allocated under the ESOP
based on 1999, 1998 and 1997 compensation, respectively, for Mr. Bhatt,
$18,502 and $50,018, which is the value of shares of Common Stock
allocated under the ESOP based on 1999 and 1998 compensation,
respectively, for Mr. Ibrahim, and $18,502, $50,018 and $38,313, which is
the value of shares of Common Stock allocated under the ESOP based on
1999, 1998 and 1997 compensation, respectively, for Mr. Shah; (ii) the
Bank's contributions to its 401(k) Savings Plan of $4,800, $4,800 and
$4,800 for each of Messrs. Johnson and Bhatt for 1999, 1998 and 1997,
respectively, of $3,050 for Mr. Paul for 1999, of $4,800 and $4,800 for
Mr. Ibrahim for 1999 and 1998, respectively, and of $4,800, $4,800 and
$4,800 for Mr. Shah for 1999, 1998 and 1997, respectively; (iii) the value
of the life insurance premiums paid by the Corporation of $6,726, $6,300
and $6,300 for Mr. Johnson for 1999, 1998 and 1997, respectively, $6,553,
$6,300 and $4,032 for Mr. Bhatt for 1999, 1998 and 1997, respectively,
$2,565, $1,682 and $818 for Mr. Ibrahim for 1999, 1998 and 1997,
respectively, and $4,047, $4,003 and $1,427 for Mr. Shah for 1999, 1998
and 1997, respectively; (iv) $19,538, which is the value of Mr. Bhatt's
personal use of an automobile owned by the Corporation; and (v) a payment
to Mr. Ibrahim during 1999 in the amount of $329,615 in connection with
Mr. Ibrahim's relocation to California to assume his position with
GreenPoint Mortgage Funding, Inc.
(7) Includes a special recognition bonus of $1 million for Mr. Johnson and
$500,000 for Mr. Bhatt awarded to acknowledge the critical role each of
them played in both the BankAmerica Housing Services and Headlands
Mortgage Company acquisitions, two critical components in the
Corporation's strategic plan.
(8) The information reflected in this table with respect to Mr. Paul is for
the period following the Corporation's acquisition of Headlands Mortgage
Company in March 1999.
(9) GreenPoint Mortgage Funding, Inc. is a wholly-owned subsidiary of the
Corporation, the principal business activity of which is the origination
and servicing of mortgage loans.
Fiscal 1999 Stock Option Grants
The following table contains information concerning the grant of options to
purchase Common Stock to the named executive officers during the year ended
December 31, 1999. The table also sets forth the hypothetical gains that would
exist for the options at the end of their ten-year terms, assuming compound
rates of stock appreciation of 5% and 10%. The actual future value of the
options will depend on the market value of the Common Stock. The Corporation
has not granted any freestanding stock appreciation rights ("SARs") to the
named executive officers.
<TABLE>
<CAPTION>
Individual Grants(1)
----------------------------------------
Potential Realizable
Value at Assumed
% of Annual
Total Rates of Stock Price
Number of Options Appreciation for
Shares Granted Option
Underlying to Term(3)
Option Employees Exercise Expiration ----------------------
Name Grants in 1999 Price(2) Date 5% 10%
---- ---------- --------- -------- ---------- ---------- -----------
<S> <C> <C> <C> <C> <C> <C>
Thomas S. Johnson....... 310,000 19.26% $32.1250 01/21/09 $6,263,004 $15,871,683
Bharat B. Bhatt......... 155,000 9.63% $32.1250 01/21/09 $3,131,502 $ 7,935,841
Peter T. Paul........... 75,000 4.66% $33.6875 03/30/09 $1,588,942 $ 4,026,690
S.A. Ibrahim............ 65,000 4.04% $32.1250 01/21/09 $1,313,211 $ 3,327,933
Ramesh N. Shah.......... 60,000 3.73% $32.1250 01/21/09 $1,212,194 $ 3,071,939
</TABLE>
- --------
(1) The options shown were granted to Messrs. Johnson, Bhatt, Ibrahim and Shah
on January 21, 1999 and to Mr. Paul on March 30, 1999, and are exercisable
at a rate of 33 1/3% per year beginning one year from the date of grant.
(2) The exercise price per share for each option is equal to the fair market
value of the Common Stock on the date of grant.
(3) The potential realizable value is calculated in accordance with the
disclosure rules promulgated by the Securities and Exchange Commission
(the "Commission"). The hypothetical gains shown are based on compound
annual rates of stock price appreciation of 5% and 10% from the date of
grant to the expiration date. The assumed rates of growth are prescribed
by the Commission and are for illustrative purposes only. They are not
intended to predict future Common Stock prices. Actual realized value, if
any, will depend on the market value of the Common Stock at the time of
exercise, and no gain to the optionee is possible without an increase in
the Common Stock price.
11
<PAGE>
Aggregated Option Exercises in Last Fiscal Year and 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, 1999 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, 1999. None of the named executive officers exercised options
during the fiscal year ended December 31, 1999. The Corporation has not
granted any free-standing SARs to the named executive officers.
<TABLE>
<CAPTION>
Number of Securities
Underlying Value of Unexercised
Number of Unexercised Options In-the-Money Options
Shares at 12/31/99(2) at 12/31/99(2)(3)
Acquired on Value ------------------------- -------------------------
Name Exercise Realized(1) Exercisable Unexercisable Exercisable Unexercisable
---- ----------- ----------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Thomas S. Johnson....... 0 0 909,998 540,002 $8,755,000 $ 0
Bharat B. Bhatt......... 0 0 309,999 315,001 $1,851,525 $ 0
Peter T. Paul........... 0 0 0 75,000 $ 0 $ 0
S.A. Ibrahim............ 0 0 56,666 188,334 $ 0 $ 0
Ramesh N. Shah.......... 0 0 129,166 144,168 $ 668,287 $ 242,344
</TABLE>
- --------
(1) The value realized as shown represents the difference between the fair
market value of the Common Stock on the date of exercise and the exercise
price of the option.
(2) On January 28, 1995, Mr. Johnson was granted an option to purchase 680,000
shares of Common Stock. On June 19, 1995, Mr. Bhatt was granted an option
to purchase 150,000 shares of Common Stock. On June 3, 1996, Mr. Shah was
granted an option to purchase 110,000 shares of Common Stock. On January
29, 1997, Messrs. Johnson, Bhatt and Shah were each granted an option to
purchase 230,000, 160,000, and 50,000 shares of Common Stock,
respectively. On March 31, 1997, Mr. Ibrahim was granted an option to
purchase 130,000 shares of Common Stock. On January 13, 1998, Messrs.
Johnson, Bhatt, Ibrahim and Shah were each granted an option to purchase
230,000, 160,000, 50,000 and 60,000 shares of Common Stock, respectively.
On January 21, 1999, Messrs. Johnson, Bhatt, Ibrahim and Shah were each
granted on option to purchase 310,000, 155,000, 65,000, and 60,000 shares
of Common Stock, respectively. On March 30, 1999, Mr. Paul was granted an
option to purchase 75,000 shares of Common Stock. On January 20, 2000,
Messrs. Johnson, Bhatt, Paul, Ibrahim and Shah were each granted an option
to purchase 425,000, 290,000, 125,000, 82,000 and 82,000 shares of Common
Stock, respectively. Pursuant to the GreenPoint Financial Corp. 1999 Stock
Incentive Plan (the "1999 Stock Incentive Plan") and the GreenPoint
Financial Corp. Amended and Restated 1994 Stock Incentive Plan (the "1994
Stock Incentive Plan"), the options were granted at fair market value and
expire after ten years. The options granted during 1995 and 1996 vest over
four years and the options granted during 1997, 1998, 1999 and 2000 vest
over three years. The period over which the options vest is subject to
acceleration upon the occurrence of certain specified events. The options
granted during 2000 are not reflected in this table.
(3) The value of unexercised in-the-money options as shown represents the
difference between the fair market value of the Common Stock on December
31, 1999 and the exercise price of the options.
12
<PAGE>
Stock Performance Graph
The following graph shows a comparison of cumulative total stockholder
return on the Common Stock from December 31, 1994 to December 31, 1999, 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.
<TABLE>
<CAPTION>
Period Ending
<S> <C> <C> <C> <C> <C> <C>
Index 12/31/94 12/31/95 12/31/96 12/31/97 12/31/98 12/31/99
-------- -------- -------- -------- -------- --------
GreenPoint Financial
Corp.................... 100.00 134.05 243.90 378.55 372.56 259.69
S&P 500.................. 100.00 137.58 169.03 225.44 289.79 350.78
SNL $5B+ Thrifts......... 100.00 164.66 221.07 374.54 328.71 252.44
</TABLE>
Employment Agreements
The Corporation has an employment agreement with Mr. Johnson as Chairman 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 and an annual performance award of between 0% and 180% of base salary
with a target award of 90%, with a greater or lesser award percentage being
paid based on performance. He was also entitled to participate in the 1994
Long-Term Incentive Plan with a target award for the four-year cycle 1995
through 1998 of $2.5 million, with greater or lesser awards being paid based
on performance.
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.
13
<PAGE>
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 an employment agreement with Mr. Bhatt as President
and Chief Operating Officer (the "Agreement"). The Agreement provides for an
annual base salary of not less than $325,000 and an annual performance award
of between 0% and 160% of base salary with a target award of 80%, with a
greater or lesser award percentage being paid based on performance. The
Agreement has a three-year term that is extended on a rolling basis. Under the
Agreement, 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.
The Agreement provides Mr. Bhatt with termination benefits under defined
circumstances. In addition, a termination payment is payable upon a
termination by Mr. Bhatt of his employment for any reason during the thirty-
day period immediately following a change of control (as defined in the
Agreement). The termination payment under these circumstances consists of all
accrued but unpaid base salary and a pro rata portion of Mr. Bhatt's annual
performance award for the year in which the termination occurs, plus an amount
equal to three times the sum of Mr. Bhatt's base salary and annual performance
award, plus an additional amount determined pursuant to any retirement or
supplemental retirement plan in which Mr. Bhatt participates. The Agreement
also provides Mr. Bhatt with certain disability and death benefits.
The Corporation also has entered into Change in Control Agreements with each
of Messrs. Paul, Ibrahim and Shah (the "Change in Control Agreements",
collectively, and the "Change in Control Agreement", individually). The Change
in Control Agreement with Mr. Paul has a two-year term and each of the Change
in Control Agreements with Messrs. Ibrahim and Shah has a three-year term. The
term of each of the Change in Control Agreements is extended on an annual
basis. The Change in Control Agreements provide each officer with a
termination payment upon the occurrence of a change in control (as defined in
the Change in Control Agreements) followed at any time during the term of the
Change in Control Agreements by the involuntary termination or certain
voluntary terminations of the officer's employment, other than for cause. The
termination payment consists of an amount equal to three times (two times in
the case of Mr. Paul) the sum of the officer's then base salary and annual
bonus plus the amount of any contributions made to any employee benefit plan
by the Corporation on behalf of the officer for three years (two years in the
case of Mr. Paul) after his termination of employment. In addition, under each
of the Change in Control Agreements, each of the officers will be permitted to
continue coverage under certain of the plans maintained by the Corporation.
Under the Employment Agreement, the Agreement and the Change in Control
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 Agreement contain gross-up
provisions with respect to any excise tax the executive may incur as a result
of an excess parachute payment.
In the event of Mr. Paul's involuntary termination of employment prior to
March 30, 2001 for any reason other than for cause or a change in control, or
if he terminates his employment for good reason prior to March 30,
14
<PAGE>
2001, Mr. Paul will continue to receive his then base salary and may be
permitted to continue insurance coverage under certain plans maintained by the
Corporation for a period of twelve months.
1999 Stock Incentive Plan
The purpose of the 1999 Stock Incentive Plan is to give the Corporation a
competitive advantage in attracting, retaining and motivating officers,
employees and/or consultants and to continue to provide the Corporation with
the ability to provide incentives more directly linked to the profitability of
the Corporation's businesses and increases in stockholder value. It provides
that the total number of shares of Common Stock available for grant is
4,700,000 shares. The 1999 Stock Incentive Plan is administered by the
Compensation Committee. Among other things, the Committee has the authority to
select officers, employees, and/or consultants to whom awards may be granted,
to determine the type of award as well as the number of shares of Common Stock
to be covered by each award, and to determine the terms and conditions of any
such awards.
Awards under the 1999 Stock Incentive Plan may be granted in any one or a
combination of stock options, stock appreciation rights, restricted stock,
performance units and other Common Stock-based awards. No single participant
may be granted stock options and SARs pursuant to the 1999 Stock Incentive
Plan covering in excess of 800,000 shares of Common Stock in any calendar
year. Stock options granted under the plan must have an exercise price of not
less than fair market value on the date of grant. 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 or any other similar
event. Awards may be granted for such terms as the Compensation Committee may
determine, except that the term of a stock option may not exceed ten years
from its date of grant. Awards outstanding on the termination date of the 1999
Stock Incentive Plan shall not be affected or impaired by such termination.
1994 Stock Incentive Plan
The 1994 Stock Incentive Plan is intended to help the Corporation attract,
retain and provide appropriate incentives for management personnel. Awards
under the 1994 Stock Incentive 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. 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. In each calendar year,
no individual may be granted stock options on more than 800,000 shares of
Common Stock. Substantially all of the 10.8 million shares available for grant
under the plan have been granted. The 1994 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.
1999 Annual Incentive Plan
Under the GreenPoint Financial Corp. 1999 Annual Incentive Plan (the "1999
Annual Incentive Plan"), certain executive officers of the Corporation are
eligible to receive annual incentive compensation based on performance. The
plan is intended to provide the Corporation's most senior executive officers
with financial incentives to meet and exceed predetermined goals for specified
performance criteria selected by the Compensation Committee each year from one
or more of the following criteria: (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 the performance of one or
more peer groups. In addition, performance goals may be stated as
alternatives, or as combinations. The maximum amount payable annually to each
of the eligible officers is $3 million. During 1999, Messrs. Johnson and Bhatt
participated in this plan.
15
<PAGE>
1994 Annual Incentive Plan
Under the GreenPoint Financial Corp. 1994 Annual Incentive Plan, certain
executive officers of the Corporation were eligible to receive additional
annual cash compensation based on performance. The executive officers eligible
to participate in this plan were 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 was
intended to provide participating executive officers with financial incentives
to meet and exceed predetermined performance goals. Under the plan,
performance criteria were selected by the 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 were specified relative to
budgeted or other internal goals, or relative to performance of one or more
peer groups. In addition, goals could be stated as alternatives, or as
combinations. The maximum amount payable annually to each of the eligible
officers was $1,250,000. During 1998 and 1997, Messrs. Johnson and Bhatt
participated in this plan. The 1999 Annual Incentive Plan replaced this plan
for annual incentive compensation paid for 1999 and subsequent years.
Other Benefit Plans
Pension Plan. As of May 6, 1996, the benefit formula under the Corporation'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 be established each October 1st and will represent the average of the
one-year U.S. Treasury bill rate during the immediately preceding August, May,
February and November, 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 totaled 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 may 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 Corporation's Supplemental
Executive Retirement Plan and not under the Pension Plan. As of December 31,
1999, the estimated annual Pension Plan 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, Mr. Ibrahim and Mr. Shah was $12,100, $10,700, $22,900 and $16,300,
respectively. As of December 31, 1999, Mr. Paul was not eligible to
participate in the Pension Plan.
Incentive Compensation Plan. The Corporation maintains an incentive
compensation plan for certain officers of the Corporation (the "Incentive
Plan"). Generally, officers with the title of Vice President and above are
eligible to participate in the Incentive Plan, including Messrs. Paul, Ibrahim
and Shah. The Incentive Plan provides for cash payments to these officers
based upon the Corporation's performance relative to predetermined financial
goals, as well as the performance of the business unit or the staff unit to
which each officer is assigned and the individual performance of each officer.
16
<PAGE>
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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 21, 2000, no such loans had been
made.
- -------------------------------------------------------------------------------
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--RATIFICATION OF APPOINTMENT OF AUDITORS
- -------------------------------------------------------------------------------
The Board has appointed PricewaterhouseCoopers LLP
("PricewaterhouseCoopers") to perform the audit of the Corporation's financial
statements for the year ending December 31, 2000, subject to ratification by
the Corporation's stockholders at the Meeting. PricewaterhouseCoopers served
as the independent auditors of the Corporation for the year ended December 31,
1999. Representatives from PricewaterhouseCoopers 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 PricewaterhouseCoopers as the
Corporation's independent auditors for the year ending December 31, 2000.
THE BOARD RECOMMENDS A VOTE FOR RATIFICATION OF THE APPOINTMENT OF
PRICEWATERHOUSECOOPERS AS THE CORPORATION'S INDEPENDENT AUDITORS FOR THE YEAR
ENDING DECEMBER 31, 2000.
- -------------------------------------------------------------------------------
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
$12,000 plus reimbursement for out-of-pocket expenses. The Corporation will
reimburse brokerage firms
17
<PAGE>
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, and officers and other
employees of the Corporation may solicit proxies personally or by telephone,
telegram or other means of communication without additional compensation.
The Corporation's 1999 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 24, 2000.
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
[Signature Howard C. Bluver]
Howard C. Bluver
Secretary
New York, New York
March 24, 2000
- -------------------------------------------------------------------------------
ANNUAL REPORT ON FORM 10-K
- -------------------------------------------------------------------------------
A COPY OF THE CORPORATION'S ANNUAL REPORT ON FORM 10-K FOR 1999 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 2000 ANNUAL MEETING OF STOCKHOLDERS--MAY 5, 2000
The undersigned hereby appoints Thomas S. Johnson, Jeffrey R. Leeds and Ramesh
Shah, 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 2000 Annual Meeting of
Stockholders to be held at Terrace on the Park, 52-11 111th Street, Flushing,
New York, on Friday, May 5, 2000 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 AND 2 AND, WITH RESPECT TO ITEM 3, AS SAID
PROXIES, AND EACH OF THEM, MAY DETERMINE.
CONTINUED AND TO BE SIGNED ON REVERSE SIDE
[SEE REVERSE SIDE]
- --------------------------------------------------------------------------------
FOLD AND DETACH HERE
<PAGE>
When OK to Print -- Remove ALL Red Items Please mark [X]
your votes as
indicated in
this example
The Board of Directors recommends a vote FOR Proposals 1 and 2
1. Election of Directors
Nominees: FOR all nominees WITHHOLD
(except as noted authority to
01 William M. Jackson to the contrary vote for all
02 Charles B. McQuade below) nominees
03 Peter T. Paul [ ] [ ]
04 Alvin N. Puryear
05 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. Ratification of appointment of PricewaterhouseCoopers [ ] [ ] [ ]
LLP as the Corporation's independent auditors for the
year ending December 31, 2000.
3. In their discretion on such other matters as may
properly come before the meeting or any
adjournment thereof.
I consent to future access to the Corporation's Annual Reports and Proxy [ ]
Statements electronically via the Internet. I understand that the
Corporation may no longer distribute printed materials to me for any
future stockholder meeting until such consent is revoked. I understand
that I may revoke my consent at any time.
Please sign and date below and return in enclosed envelope promptly or
use the telephone or Internet voting procedure.
Date -------------------------------------, 2000
- -------------------------------------------------------
Signature(s)
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.
***IF YOU WISH TO VOTE BY TELEPHONE OR BY INTERNET,
PLEASE READ THE INSTRUCTIONS BELOW***
- --------------------------------------------------------------------------------
FOLD AND DETACH HERE
Your vote is important! . Vote 24 hours a day
It's your choice: fast, convenient -- and your vote is
immediately confirmed and posted
[X] Vote by Telephone
Just follow these 4 easy steps:
1. Read the accompanying Proxy Statement. Keep this proxy card handy as a
reference while you vote.
2. Call the toll-free number 1-800-840-1208 on a touch-tone telephone anytime
prior to 4:00 p.m. Eastern Time on May 4, 2000. There is no charge for this
call.
3. Enter your Control Number located on the lower right-hand corner of this
proxy card.
4. Follow the recorded instructions.
or [x] Vote by Internet
Just follow these 4 easy steps:
1. Read the accompanying Proxy Statement. Keep this proxy card handy as a
reference while you vote.
2. Go to ChaseMellon's website registration page at http://www.eproxy.com/gpt
anytime prior to 4:00 p.m. Eastern Time on May 4, 2000.
3. Enter your Control Number located on the lower right-hand corner of this
proxy card.
4. Follow the instructions at http://www.eproxy.com/gpt.
Your telephone or Internet vote authorizes the named Proxies to vote
in the same manner as if you marked, signed and returned your proxy card.
It is not necessary to return the printed proxy card
if you vote by telephone or Internet.
