Prudential Bancorp, Inc.
|
(Name of Registrant as Specified In Its Charter)
|
(Name of Person(s) Filing Proxy Statement, if other than Registrant)
|
☒ | 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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PRUDENTIAL BANCORP, INC.
1834 West Oregon Avenue
Philadelphia, Pennsylvania 19145
|
|
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
|
|
TIME
|
11:00 a.m., Eastern Time, Wednesday, February 19, 2020
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PLACE
|
Prudential Bank Administrative Offices
3993 Huntingdon Pike, Suite 300
Huntingdon Valley, Pennsylvania
|
ITEMS OF BUSINESS
|
(1) To elect one director for a three-year term and until his successor is
elected and qualified;
(2) To ratify the appointment of S.R. Snodgrass, P.C. as our independent
registered public
accounting firm for the fiscal year ending September 30, 2020; and
(3) To transact such other business as may properly come before the meeting or at
any
adjournment thereof. We are not aware of any other such business.
|
RECORD DATE
|
Holders of Prudential Bancorp, Inc. common stock of record at the close of business on January 3, 2020 are entitled to vote at the meeting.
|
ANNUAL REPORT
|
Our 2019 Annual Report to Shareholders is enclosed but is not a part of the proxy solicitation materials.
|
PROXY VOTING
|
It is important that your shares be represented and voted at the meeting. You are urged to vote your shares by completing and returning the proxy card sent to you. Most shareholders can also vote their
shares over the Internet or by telephone. If Internet or telephone voting is available to you, voting instructions are printed on your proxy card or voting instruction form. You can revoke a proxy at any time prior to its exercise
at the meeting by following the instructions in the accompanying proxy statement.
|
BY ORDER OF THE BOARD OF DIRECTORS
![]() Sharon M. Slater
Corporate Secretary |
|
Philadelphia, Pennsylvania
January 17, 2020
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TABLE OF CONTENTS
|
||
Page | ||
About the Annual Meeting of Shareholders
|
1
|
|
Information with Respect to Nominee for Director, Continuing Directors and Executive Officers
|
3
|
|
Election of Directors (Proposal One)
|
3
|
|
Members of the Board of Directors Continuing in Office
|
4
|
|
Committees and Meetings of the Board of Directors
|
5
|
|
Board Leadership Structure
|
6
|
|
Board's Role in Risk Oversight
|
6
|
|
Directors' Attendance at Annual Meetings
|
6
|
|
Directors' Compensation
|
7
|
|
Compensation Committee Interlocks and Insider Participation
|
7
|
|
Director Nominations
|
7
|
|
Executive Officers Who Are Not Also Directors
|
9
|
|
Report of the Audit Committee
|
9
|
|
Management Compensation
|
10
|
|
Summary Compensation Table
|
10
|
|
Narrative to Summary Compensation Table
|
10
|
|
Compensation Policies and Practices as They Relate to Risk Management
|
12
|
|
Equity Compensation Plans
|
12
|
|
Employment and Change in Control Agreements
|
13
|
|
Benefit Plans
|
16
|
|
Long-Term Incentive Compensation
|
17
|
|
Related Party Transactions
|
17
|
|
Beneficial Ownership of Common Stock by Certain Beneficial Owners and Management
|
19
|
|
Delinquent Section 16(a) Reports
|
21
|
|
Ratification of Appointment of Independent Registered Public Accounting Firm (Proposal Two)
|
21
|
|
Audit Fees
|
22
|
|
Shareholder Proposals, Nominations and Communications with the Board of Directors
|
22
|
|
Annual Reports
|
23
|
|
Other Matters
|
23
|
MEETING DIRECTIONS
|
||
From Center City Philadelphia:
|
From Pennsylvania Turnpike:
|
|
Take I-95 North to Exit 35- PA 63 West (Woodhaven Road)
Stay to your left and drive to dead-end
Make a left and proceed to Byberry Road
Turn right onto Byberry Road and continue to
Huntingdon Pike (Route 232)
Turn right onto Huntingdon Pike and proceed to 3993
Huntingdon Pike
|
Take Exit 343 for Willow Grove (formerly Exit 27
Doylestown/Jenkintown Exit) Take Route 611 North and proceed to Mill Road
Turn right onto Mill Road which changes to Warminster Road
Stay on Warminster Road until you come to Byberry Road
Turn right onto Byberry Road and continue to Huntingdon
Pike (Route 232) Turn left onto Huntingdon Pike and proceed to 3993
Huntingdon Pike |
ABOUT THE ANNUAL MEETING OF SHAREHOLDERS
|
•
|
elect one director for a three-year term expiring in 2023; and
|
•
|
ratify the appointment of S.R. Snodgrass, P.C. as our independent registered public accounting firm for the fiscal year ending September 30, 2020.
|
• |
First, you may complete and submit a new proxy card or vote over the Internet or by telephone before the annual meeting. Any earlier proxies will be revoked automatically.
|
• |
Second, you may send a written notice to our Corporate Secretary, Ms. Sharon M. Slater, Prudential Bancorp, Inc., 1834 West Oregon Avenue, Philadelphia, Pennsylvania 19145, in
advance of the annual meeting stating that you would like to revoke your proxy.
|
• |
Third, you may attend the annual meeting and vote in person. Any earlier proxy will be revoked. However, attending the annual meeting without voting in person will not
revoke your proxy.
|
INFORMATION WITH RESPECT TO THE NOMINEE FOR DIRECTOR,
CONTINUING DIRECTORS AND EXECUTIVE OFFICERS
|
Name
|
Age and Position with Prudential Bancorp and
Principal Occupation During the Past Five Years
|
Director
Since
|
||
Dennis Pollack
|
Director. President and Chief Executive Officer of Prudential Bancorp and Prudential Bank since May 2016. Former Chairman of the Board, Presilient Worldwide, Denver, Colorado, an information technology managed backup and
infrastructure service provider, between 2011 and 2017. Director, SI Financial Group, Inc. Willimantic, Connecticut, and its wholly owned subsidiary, Savings Institute Bank and Trust Company, from February 2015 to May 2019;
previously served as a director of TF Financial, Inc., Newtown, Pennsylvania, from January 2012 until October 2013; also served as Chief Operating Officer of Paulson & Co., New York, New York, a hedge fund, from 2003-2006 and as
President and Chief Executive Officer of the Connecticut Bank of Commerce from 1997-2000 as well as The Savings Bank of Rockland County from 1989-1996.
Mr. Pollack brings to the Board the benefit of his substantial experience as president, chief executive officer and director of community banking organizations as well as significant knowledge of community bank lending. Age 69.
|
2014
|
Name
|
Directors Whose Terms Expire in 2021
Age and Position with Prudential Bancorp and
Principal Occupation During the Past Five Years
|
Director
Since
|
||
John C. Hosier
|
Director. Vice President with Montgomery Insurance Services, Inc., Media, Pennsylvania since 1986, and Commercial Lines Manager of its affiliate, Allman and Company, Inc., Fort Washington, Pennsylvania since 2007, two full-service
insurance agencies.
Mr. Hosier brings significant commercial business experience as well as knowledge of the local insurance market to the Board of Directors. Age 55.
|
2009
|
||
Bruce E. Miller
|
Director and Chairman of the Board. President, Imaging Management Associates, operator of five magnetic resonance imaging centers located in Philadelphia, Pennsylvania and Chester and Delaware Counties, Pennsylvania since 2000.
Mr. Miller brings significant business experience to the Board as a result of his successful operation of a number of small businesses as well as extensive knowledge of the local market area in which the Bank operates. Age 58.
|
2013
|
Name
|
Directors Whose Terms Expire in 2022
Age and Position with Prudential Bancorp and
Principal Occupation During the Past Five Years
|
Director
Since
|
||
A. J. Fanelli
|
Director. Self-employed owner of a public accounting practice, Philadelphia, Pennsylvania.
Mr. Fanelli brings substantial accounting knowledge to the Board of Directors as Chairman of the Audit Committee. Age 82.
|
2005
|
Directors
|
Nominating
and Corporate
Governance
|
Compensation |
Audit |
|||||||||
A. J. Fanelli
|
*
|
*
|
** |
|
||||||||
John C. Hosier
|
** |
|
** |
|
*
|
|||||||
Bruce E. Miller
|
*
|
*
|
*
|
|||||||||
Francis V. Mulcahy(1)
|
*
|
*
|
*
|
Name
|
Fees Earned
or Paid in
Cash
|
Stock
Awards
|
Option
Awards
|
All Other
Compensation
|
Total
|
|||||||||||||||
A. J. Fanelli
|
$
|
63,150
|
$
|
--
|
$
|
--
|
$
|
--
|
$
|
63,150
|
||||||||||
John C. Hosier
|
58,150
|
--
|
--
|
--
|
58,150
|
|||||||||||||||
Bruce E. Miller
|
88,150
|
--
|
--
|
--
|
88,150
|
|||||||||||||||
Francis V. Mulcahy
|
43,150
|
--
|
--
|
--
|
43,150
|
•
|
ensuring that the Board of Directors, as a whole, is diverse (including diversity of race, gender, ethnicity, education and age) by considering:
|
o
|
individuals with various and relevant career experience;
|
o
|
relevant technical skills;
|
o
|
industry and/or other specialized knowledge and experience;
|
o
|
knowledge of and commitment to the communities served by Prudential Bancorp;
|
o
|
financial expertise (including expertise that could qualify a director as a “financial expert,” as that term is defined by the rules of the Securities and Exchange
Commission);
|
o
|
local or community ties; and
|
•
|
minimum individual qualifications, including:
|
o
|
strength of character;
|
o
|
integrity;
|
o
|
leadership;
|
o
|
mature judgment;
|
o
|
familiarity with our business and industry;
|
o
|
willingness to commit the necessary time required for Board and committee memberships;
|
o
|
independence of thought; and
|
o
|
an ability to work collegially.
|
Name
|
Age and Principal Occupation During the Past Five Years
|
|
Kevin J. Gallagher
|
Senior Vice President and Chief Lending Officer since January 1, 2017. Mr. Gallagher served as Chief Lending Officer of Polonia Bank, Huntingdon Valley, Pennsylvania, from November 2015
until completion of the merger of Polonia Bank with and into Prudential Bank on January 1, 2017. From June 2015 to November 2015, he served as Senior Lending Manager of Polonia Bank. From 2013 until June 2015, Mr. Gallagher was
a banking consultant providing contractual consulting services focused on commercial lending. Mr. Gallagher previously served as President and CEO of Huntingdon Valley Bank from 2010 until January 2013. Prior to Huntingdon
Valley Bank, Mr. Gallagher served as the chief lending officer at several banks, including Continental Bank, First Penn Bank and Republic Bank. Age 63.
|
|
Anthony V. Migliorino
|
Executive Vice President and Chief Operating Officer of Prudential Bank since September 2015; from July 2015 until September 2015 served as Senior Vice President-Retail Business Development Officer. From September 2000 to
September 2014, Mr. Migliorino served in various positions at Sterling National Bank, New York, New York, including Senior Vice President of Branch Banking. Prior to 2000, Mr. Migliorino served as a senior officer at several
financial institutions including Stissing National Bank and Savings Bank of Rockland County. Age 64.
|
|
Robert E. Pollard
|
Vice President and Controller of Prudential Bancorp and Prudential Bank since November 2017. Prior thereto, Mr. Pollard served as Assistant Controller of First Choice Bank, Kingston, New Jersey from March 2014 to March 2017
and as Controller of First Bank of Delaware, Philadelphia, Pennsylvania, from 2002 until June 2013. Age 62.
|
|
Jack E. Rothkopf
|
Senior Vice President, Chief Financial Officer and Treasurer of Prudential Bancorp and Prudential Bank since June 2015; Senior Vice President and Treasurer of Prudential Bancorp from June 2013 until June 2015 and of
Prudential Bank from April 2013 until June 2015; from January 2006 to April 2013, served as Vice President and Controller. Prior thereto, Mr. Rothkopf served as Assistant Vice President of Popular Financial from October 2000 to
January 2006. Age 56.
|
REPORT OF THE AUDIT COMMITTEE
|
MANAGEMENT COMPENSATION
|
Name and Principal
Position
|
Fiscal
Year
|
Salary
|
Bonus(1)
|
Stock
Awards(2) |
Option
Awards(2)
|
All Other Compensation(3)
|
Total
|
|||||||||||||||||||||
Dennis Pollack
President and Chief
Executive Officer
|
|
2019
2018
|
$
|
403,847
398,375
|
$
|
250,000
200,000
|
$
|
--
230,750
|
$
|
40,056
290,400
|
$
|
17,472
33,151
|
$
|
711,375
1,152,676
|
||||||||||||||
Anthony V. Migliorino
Executive Vice President
and Chief Operating
Officer
|
2019
2018
|
295,769
281,538
|
180,000
130,000
|
--
138,450
|
40,056
163,350
|
14,600
8,371
|
530,425
721,709
|
|||||||||||||||||||||
Jack E. Rothkopf
Senior Vice President
and Chief Financial
Officer
|
2019
2018
|
184,961
180,422
|
10,000
10,000
|
--
--
|
11,830
--
|
7,221
5,218
|
214,023
195,640
|
(1) |
Represents discretionary bonuses earned in each fiscal year reflected and which were paid, with respect to fiscal years 2019 and 2018, prior to the end of fiscal year.
Bonuses were discretionarily determined based on Company performance as well as individual performance.
|
(2) |
Reflects the grant date fair value in accordance with FASB ASC Topic 718 for awards of restricted stock and stock options that were granted during fiscal years 2019 and/or
2018. The assumptions used in valuing the stock option awards granted in fiscal years 2019 and 2018 and the stock awards granted in fiscal 2018 are set forth in Note 13 to the Consolidated Financial Statements included in the
Annual Report on Form 10-K for the year ended September 30, 2019.
|
(3) |
Includes for fiscal 2019 an automobile allowance ($9,750) for Mr. Pollack. Also includes the amount of the matching contribution under the Bank’s 401(k) plan for fiscal 2019
for each of the named executive officers.
|
Name
|
Grant Date
|
All Other
Stock
Awards:
Number of
Shares of
Stock or
Units
|
All Other
Option
Awards:
Number of
Securities
Underlying
Options(1)
|
Exercise or
Base Price
of Option
Awards(2)
|
Grant Date
Fair Value
of Stock and
Option
Awards(3)
|
|||||||||||||
Dennis Pollack
|
07/17/2019
|
--
|
11,851
|
$
|
18.16
|
$
|
40,056
|
|||||||||||
Anthony V. Migliorino
|
07/17/2019
|
--
|
11,851
|
18.16
|
40,056
|
|||||||||||||
Jack E. Rothkopf
|
07/17/2019
|
--
|
3,500
|
18.16
|
11,830
|
(1)
|
The stock options granted vest at the rate of 20% per year, starting July 17, 2020.
|
(2)
|
Based upon the fair market value of a share of Company common stock on the date of grant.
|
(3)
|
The fair value of the stock options granted is computed in accordance with FASB ASC Topic 718.
|
Stock Awards
|
|||||||||||||||||||||
Market Value
|
|||||||||||||||||||||
Option Awards
|
Number of Shares
|
of Shares or
|
|||||||||||||||||||
Number of Securities Underlying
|
Option
|
or Units of Stock
|
Units of Stock
|
||||||||||||||||||
Unexercised Options
|
Exercise
|
Expiration
|
That Have Not
|
That Have Not
|
|||||||||||||||||
Name
|
Exercisable
|
Unexercisable
|
Price
|
Date
|
Vested
|
Vested(1)
|
|||||||||||||||
Dennis Pollack
|
24,000(2
|
)
|
6,000
|
$
|
12.23
|
2/18/2025
|
2,000(2
|
)
|
$
|
34,020
|
|||||||||||
6,000(3
|
)
|
4,000
|
14.42
|
8/17/2026
|
1,000(3
|
)
|
17,010
|
||||||||||||||
16,000(4
|
)
|
64,000
|
18.46
|
3/21/2028
|
10,000(4
|
)
|
170,100
|
||||||||||||||
--
|
11,851(5
|
)
|
18.16
|
7/17/2029
|
|||||||||||||||||
Anthony V. Migliorino
|
9,000(3
|
)
|
6,000
|
14.42
|
8/17/2026
|
3,000(3
|
)
|
51,030
|
|||||||||||||
9,000(4
|
)
|
36,000
|
18.46
|
3/21/2028
|
6,000(4
|
)
|
102,060
|
||||||||||||||
--
|
11,851(5
|
)
|
18.16
|
7/17/2029
|
|||||||||||||||||
Jack E. Rothkopf
|
5,901(6
|
)
|
--
|
7.68
|
1/05/2023
|
3,000(2
|
)
|
51,030
|
|||||||||||||
40,000(2
|
)
|
10,000
|
12.23
|
2/18/2025
|
|||||||||||||||||
--
|
3,500(5
|
)
|
18.16
|
7/17/2029
|
(1)
|
Calculated by multiplying the closing market price per share of our common stock on September 30, 2019, which was $17.01, by the applicable number of shares of common stock underlying the named executive
officer’s unvested stock awards.
|
(2)
|
Granted pursuant to our 2014 SIP and vest at a rate of 20% per year commencing on February 18, 2016.
|
(3) |
Granted pursuant to our 2008 Stock Option Plan (“2008 SOP”), our 2014 SIP and our 2008 Recognition and Retention Plan (“2008 RRP”), as applicable, and vest at a rate of 20% per year commencing on August
17, 2017.
|
(4) |
Granted pursuant to our 2014 SIP, our 2008 RRP and our 2008 SOP, as applicable, and vest at a rate of 20% per year commencing March 21, 2019.
|
(5) |
Granted pursuant to our 2014 SIP and vest at a rate of 20% per year commencing on July 17, 2020.
|
(6) |
Granted pursuant to our 2008 SOP and vested at a rate of 20% per year commencing January 5, 2014.
|
Stock Awards
|
||||||||
Name
|
Number of Shares
Acquired On
Vesting(1)
|
Value Realized On
Vesting(2)
|
||||||
Dennis Pollack
|
2,500
|
$
|
44,000
|
|||||
2,000
|
36,400
|
|||||||
500
|
8,270
|
|||||||
Anthony V. Migliorino
|
1,500
|
26,400
|
||||||
1,500
|
24,810
|
|||||||
Jack E. Rothkopf
|
3,000
|
54,600
|
(1) |
Does not reflect the sale or withholding of shares to satisfy income tax withholding obligations.
|
(2) |
Based upon the fair market value of a share of Company common stock on the date of vesting. Value is calculated by multiplying the number of shares of Company common stock that vested by the fair market value on the date of
vesting.
|
Amounts Paid
During Year
|
||||||||||||||||||||||||
Name
|
Year ended
September 30,
|
Largest Principal
Amount
Outstanding
During Year
|
Amount
Outstanding at
Year-End
|
Principal
|
Interest
|
Interest Rate
|
||||||||||||||||||
John C. Hosier |
2019 |
$ | 349,484 |
$ |
339,182 |
$ |
10,302 |
$ |
10,774 |
3.125 |
% |
|||||||||||||
2018 |
359,469 |
349,484 |
9,985 |
11,091 |
3.125 |
|||||||||||||||||||
Jack E. Rothkopf
|
2019
2018
|
152,897
158,337
|
147,285
152,897
|
5,612
5,440
|
4,698
4,870
|
3.125
3.125
|
BENEFICIAL OWNERSHIP OF COMMON STOCK BY CERTAIN BENEFICIAL OWNERS
AND MANAGEMENT
|
Name and Address of Beneficial Owner
|
Amount and Nature of Beneficial Ownership as of
January 3, 2020(1)(2)
|
Percent of
Common Stock
|
||||||
Firefly Value Partners, LP
601 West 26th Street
Suite 1520
New York, New York 10001
|
475,250(3
|
)
|
5.3
|
%
|
||||
Warren A. Mackey
40 Worth Street, 10th Floor
New York, New York 10013
|
871,204(4
|
)
|
9.8
|
%
|
||||
Lawrence B. Seidman
100 Misty Lane, 1st Floor
Parsippany, New Jersey 07054
|
831,559(5
|
)
|
9.3
|
%
|
||||
Directors:
|
||||||||
A. J. Fanelli
|
56,131(6
|
(6))
|
*
|
|||||
John C. Hosier
|
85,861(6
|
(6))
|
1.0
|
%
|
||||
Bruce E. Miller
|
88,550(6
|
)
|
1.0
|
%
|
||||
Francis V. Mulcahy
|
77,590(6
|
(6))
|
*
|
|||||
Dennis Pollack
|
113,214(6)
|
(6))
|
1.3
|
%
|
||||
Certain Executive Officers
|
||||||||
Anthony V. Migliorino
|
46,137(6)
|
(6))
|
*
|
|||||
Jack E. Rothkopf
|
92,877(6
|
)
|
1.0
|
%
|
||||
Kevin J. Gallagher
|
12,791(6
|
)
|
*
|
|||||
All Directors and Executive Officers as a Group (9 persons)
|
573,151(6
|
)
|
6.2
|
%
|
(1) |
Based upon filings made pursuant to the Securities Exchange Act of 1934 and information furnished by the respective individuals. In addition, due to share repurchases by the Company, the ownership percentages reflected in the
filings may differ from the percentages reflected in the table above. Furthermore, share ownership reflected on Schedules 13D, 13G and/or 13F may differ from what is actually held by the reporting persons as of January 3, 2020 due
to changes in ownership which were not required to be reported prior to such date. In addition, the amounts held by persons other than directors and officers of the Company may not reflect shares that may have been received by such
persons in the merger with Polonia Bancorp, Inc. (“Polonia Bancorp”) by shareholders of the Company who owned in excess of 5% of the Company’s common stock who were also shareholders of Polonia Bancorp if the changes in share
ownership were not required to be reported. Under regulations promulgated pursuant to the Securities Exchange Act of 1934, shares of common stock are deemed to be beneficially owned by a person if he or she directly or indirectly
has or shares (i) voting power, which includes the power to vote or to direct the voting of the shares, or (ii) investment power, which includes the power to dispose or to direct the disposition of the shares. Unless otherwise
indicated, the named beneficial owner has sole voting and dispositive power with respect to the shares.
|
(2) |
Each beneficial owner’s percentage ownership is determined by assuming that options held by such person (but not those held by any other person) and that are exercisable within
60 days of January 3, 2020 have been exercised.
|
(3) |
Based on a Schedule 13G/A filed with the Securities and Exchange Commission on February 14, 2018 by Firefly Value Partners, LP (“Firefly Partners”), FVP GP, LLC (“FVP GP”),
Firefly Management Company GP, LLC (“Firefly Management”), FVP Master Fund, L.P. (“FVP Master Fund”), Ryan Heslop and Ariel Warszawski. Firefly Partners is the investment manager of FVP Master Fund; FVP GP serves as the general
partner of FVP Master Fund; and Firefly Management serves as general partner of Firefly Partners. Messrs. Heslop and Warszawski are the managing members of FVP GP and Firefly Management. FVP Master Fund directly owns the shares set
forth in the Schedule 13G/A. Messrs. Heslop and Warszawski, Firefly Partners, Firefly Management and FVP GP may be deemed to share with FVP Master Fund both voting and dispositive power with respect to such shares.
|
(4) |
Based on a Schedule 13D/A filed with the Securities and Exchange Commission on February 12, 2014 by Warren A. Mackey, Homestead Partners LP, a Delaware limited partnership,
Arles Partners LP, a New York limited partnership, and Arles Advisors Inc., a New York corporation. Arles Advisors is the general partner of Homestead Partners and Arles Partners. The sole shareholder, director and executive
officer of Arles Advisors is Warren A. Mackey. By virtue of his position with Arles Advisors, Mr. Mackey has the shared investment discretion and voting authority with respect to the 838,676 shares owned by Homestead Partners and
Arles Partners. Arles Advisors, as general partner of Homestead Partners and Arles Partners, may be deemed to beneficially own the 838,976 shares owned by these partnerships. Mr. Mackey individually has the sole investment
discretion and voting authority with respect to the 32,228 shares held for himself. Additional shares of Prudential Bancorp common stock may have been received in connection with the merger with Polonia Bancorp.
|
(5) |
Based on a Schedule 13D/A filed on December 6, 2016 by Lawrence B. Seidman, Seidman and Associates L.L.C. (“SAL”), Seidman Investment Partnership, L.P. (“SIP”), Seidman
Investment Partnership II, L.P. (“SIPII”), Seidman Investment Partnership III, L.P. (“SIPIII”), LSBK06-08 (“LSBK”), Broad Park Investors (“Broad Park”), CBPS, L.L.C. (“CBPS”), JBRC I, LLC (“JBRC”), 2514 Multi-Strategy Fund, L.P.
(“2514 MSF”), Veteri Place Corporation (“Veteri”), Chewy Gooey Cookies, L.P. (“CGC”), and Sonia Seidman (collectively, the “Seidman Group”). Pursuant to the Schedule 13D/A, Mr. Seidman (i) as the manager of SAL, may be deemed the
beneficial owner of the 139,347 shares owned by SAL, (ii) as the sole officer of Veteri, the corporate general partner of each of SIP and SIPII, may be deemed the beneficial owner of the 110,606 shares owned by SIP and the 157,905
shares owned by SIPII, (iii) as the managing member of JBRC I, LLC, the co-general partner of SIPIII, may be deemed the beneficial owner of the 27,780 shares owned by SIPIII, (iv) as the sole officer of Veteri, the Trading Advisor
of LSBK and CBPS, may be deemed the beneficial owner of the 75,393 shares owned by LSBK and the 83,181 shares owned by CBPS, (v) as the investment manager for each of Broad Park and CGC, may be deemed the beneficial owner of the
90,968 shares owned by Broad Park and the 22,147 shares owned by CGC, and (vi) as the husband of Sonia Seidman, may be deemed the beneficial owner of the 43,261 shares owned by Sonia Seidman. Accordingly, Seidman may be deemed the
beneficial owner of an aggregate of 750,588 shares. In the foregoing capacities, Seidman has sole and exclusive investment discretion and voting authority with respect to all such shares. Additional shares of Prudential Bancorp may
have been received in connection with the merger with Polonia Bancorp.
|
(6) |
Includes shares (i) held in trust by Prudential Bancorp’s 2008 RRP or granted pursuant to the 2014 SIP which have been awarded to the directors and officers and (ii) stock
options which have been granted to the directors and officers under Prudential Bancorp’s 2008 SOP or under the 2014 SIP and which are exercisable within 60 days of January 3, 2020 as follows:
|
Name
|
Restricted Stock
|
Stock Options
|
||||||
A.J. Fanelli
|
4,570
|
23,423
|
||||||
John C. Hosier
|
4,570
|
46,768
|
||||||
Bruce E. Miller
|
4,570
|
60,113
|
||||||
Francis V. Mulcahy
|
4,570
|
33,423
|
||||||
Dennis Pollack
|
13,000
|
52,000
|
||||||
Anthony V. Migliorino
|
9,000
|
18,000
|
||||||
Kevin J. Gallagher
|
2,400
|
10,000
|
||||||
Jack E. Rothkopf
|
3,000
|
55,901
|
||||||
All directors and executive officers as a group (9 persons)
|
45,680
|
299,628
|
(7) |
Includes 4,303 shares held jointly with Mr. Fanelli’s spouse.
|
(8) |
Includes 6,256 shares held in Mr. Hosier’s account in his 401(k) plan.
|
(9) |
Includes 4,000 shares held jointly with Mr. Mulcahy’s spouse and 2,832 shares held directly by Mr. Mulcahy’s spouse. Mr. Mulcahy will be retiring as of the annual meeting being
held in February 2020.
|
(10) |
Includes 9,439 shares held in Mr. Pollack’s individual retirement account.
|
(11) |
Includes 6,621 shares allocated to Mr. Migliorino in the Prudential Bank 401(k) Plan and 3,796 shares held in Mr. Migliorino’s individual retirement account.
|
RATIFICATION OF APPOINTMENT OF
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM (PROPOSAL TWO)
|
Year Ended September 30,
|
||||||||
2019
|
2018
|
|||||||
Audit fees (1)
|
$
|
205,911
|
$
|
188,022
|
||||
Audit-related fees
|
--
|
--
|
||||||
Tax fees (2)
|
22,125
|
21,125
|
||||||
All other fees
|
--
|
--
|
||||||
Total
|
$
|
228,036
|
$
|
209,147
|
(1) |
Audit fees consist of fees incurred in connection with the audit of our annual financial statements and the review of the interim financial statements included
in our quarterly reports filed with the Securities and Exchange Commission, as well as work generally only the independent auditor can reasonably be expected to provide, such as statutory audits, consents and assistance with and
review of documents filed with the Securities and Exchange Commission.
|
(2) |
Tax fees consist of compliance fees for the preparation of tax returns during fiscal 2019 and 2018.
|
SHAREHOLDER PROPOSALS, NOMINATIONS AND COMMUNICATIONS
WITH THE BOARD OF DIRECTORS
|
ANNUAL REPORTS
|
OTHER MATTERS
|
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