UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
SCHEDULE 14A
(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )
Filed by the registrant [X]
Filed by a party other than the registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for use of the Commission Only (as permitted by Rule 14a
6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material pursuant to ss. 240.14a-12
PARKE BANCORP, INC.
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(Name of Registrant as Specified in Its Charter)
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of filing fee (Check the appropriate box):
[X] No fee required
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and
0-11.
(1) Title of each class of securities to which transaction applies:
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(2) Aggregate number of securities to which transaction applies:
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(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):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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[ ] 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:
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(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
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PARKE BANCORP, INC. LOGO
March 29, 2007
Dear Fellow Shareholder:
On behalf of the Board of Directors and management of Parke Bancorp,
Inc., we invite you to attend our Annual Meeting of Shareholders to be held at
The Terra Nova Restaurant, 590 Delsea Drive, Washington Township, New Jersey, on
April 24, 2007, at 10:00 a.m. The attached Notice of Annual Meeting and Proxy
Statement describe the formal business to be transacted at the Meeting.
WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING, PLEASE SIGN AND DATE THE
ENCLOSED PROXY CARD AND RETURN IT IN THE ACCOMPANYING POSTAGE-PAID RETURN
ENVELOPE AS QUICKLY AS POSSIBLE. This will not prevent you from voting in person
at the meeting, but it will assure that your vote is counted if you are unable
to attend the meeting.
Sincerely,
/s/ Vito S. Pantilione
Vito S. Pantilione
President and Chief Executive Officer
PARKE BANCORP, INC.
601 DELSEA DRIVE
WASHINGTON TOWNSHIP, NEW JERSEY 08080
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NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON APRIL 24, 2007
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NOTICE IS HEREBY GIVEN that an Annual Meeting of Shareholders of Parke Bancorp,
Inc. will be held at The Terra Nova Restaurant, 590 Delsea Drive, Washington
Township, New Jersey, on April 24, 2007, at 10:00 a.m. for the following
purposes:
1. To elect ten directors;
2. To ratify the appointment of McGladrey & Pullen, LLP as our
independent auditor for the fiscal year ending December 31,
2007; and
3. To transact such other business as may properly come before
the Annual Meeting or any adjournments thereof.
Action may be taken on the foregoing proposals at the Annual Meeting on the
date specified above, or on any date or dates to which, by original or later
adjournment, the Annual Meeting may be adjourned. Pursuant to the Company's
bylaws, the Board of Directors has fixed the close of business on March 22,
2007, as the record date for determination of the shareholders entitled to vote
at the Annual Meeting and any adjournments thereof.
WHETHER OR NOT YOU PLAN TO ATTEND THE ANNUAL MEETING, YOU ARE REQUESTED TO SIGN,
DATE AND RETURN THE ENCLOSED PROXY IN THE ENCLOSED POSTAGE-PAID ENVELOPE. YOU
MAY REVOKE YOUR PROXY BY FILING WITH THE SECRETARY OF THE COMPANY A WRITTEN
REVOCATION OR A DULY EXECUTED PROXY BEARING A LATER DATE. IF YOU ARE PRESENT AT
THE ANNUAL MEETING YOU MAY REVOKE YOUR PROXY AND VOTE IN PERSON ON EACH MATTER
BROUGHT BEFORE THE ANNUAL MEETING. HOWEVER, IF YOU ARE A SHAREHOLDER WHOSE
SHARES ARE NOT REGISTERED IN YOUR OWN NAME, YOU WILL NEED ADDITIONAL
DOCUMENTATION FROM YOUR RECORD HOLDER TO VOTE IN PERSON AT THE ANNUAL MEETING.
BY ORDER OF THE BOARD OF DIRECTORS
/s/ David O. Middlebrook
David O. Middlebrook
Corporate Secretary
Washington Township, New Jersey
March 29, 2007
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IMPORTANT: THE PROMPT RETURN OF PROXIES WILL SAVE US THE EXPENSE OF FURTHER
REQUESTS FOR PROXIES TO ENSURE A QUORUM AT THE ANNUAL MEETING. A SELF-ADDRESSED
ENVELOPE IS ENCLOSED FOR YOUR CONVENIENCE. NO POSTAGE IS REQUIRED IF MAILED IN
THE UNITED STATES.
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PROXY STATEMENT
OF
PARKE BANCORP, INC.
601 DELSEA DRIVE
WASHINGTON TOWNSHIP, NEW JERSEY 08080
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ANNUAL MEETING OF SHAREHOLDERS
APRIL 24, 2007
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GENERAL
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This Proxy Statement is furnished in connection with the solicitation of
proxies by the Board of Directors of Parke Bancorp, Inc., the bank holding
company of Parke Bank, a New Jersey chartered commercial bank, to be used at an
Annual Meeting of Shareholders to be held at The Terra Nova, 590 Delsea Drive,
Washington Township, New Jersey, on April 24, 2007, at 10:00 a.m.. The
accompanying Notice of Annual Meeting and this Proxy Statement are being first
mailed to shareholders on or about March 29, 2007.
At the Annual Meeting, shareholders will consider and vote upon (i) the
election of ten directors of the Company and (ii) the ratification of the
appointment of McGladrey & Pullen, LLP as the Company's independent auditor for
the fiscal year ending December 31, 2007.
The Board of Directors knows of no additional matters that will be
presented for consideration at the Annual Meeting. Execution of a proxy,
however, confers on the designated proxyholder the discretionary authority to
vote the shares represented by such proxy in accordance with their best judgment
on such other business, if any, that may properly come before the Annual Meeting
or any adjournment thereof.
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VOTING AND PROXY PROCEDURES
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WHO CAN VOTE AT THE ANNUAL MEETING
You are only entitled to vote at the Annual Meeting if our records show
that you held shares of our common stock, $.10 par value (the "Common Stock"),
as of the close of business on March 22, 2007 (the "Record Date"). If your
shares are held by a broker or other intermediary, you can only vote your shares
at the Annual Meeting if you have a properly executed proxy from the record
holder of your shares (or their designee). As of the Record Date, a total of
2,873,860 shares of Common Stock were outstanding. Each share of Common Stock
has one vote in each matter presented.
VOTING BY PROXY
The Board of Directors is sending you this Proxy Statement for the purpose
of requesting that you allow your shares of Common Stock to be represented at
the Annual Meeting by the persons named in the enclosed Proxy Card. All shares
of Common Stock represented at the Annual Meeting by properly executed and dated
proxies will be voted according to the instructions indicated on the Proxy Card.
If you sign, date and return the Proxy Card without giving voting instructions,
your shares will be voted as recommended by the Company's Board of Directors.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" ITS NOMINEES FOR DIRECTOR AND A
VOTE "FOR" THE RATIFICATION OF THE APPOINTMENT OF MCGLADREY & PULLEN, LLP AS OUR
INDEPENDENT AUDITORS.
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If any matters not described in this Proxy Statement are properly presented
at the Annual Meeting, the persons named in the Proxy Card will vote your shares
as determined by a majority of the Board of Directors. If the Annual Meeting is
postponed or adjourned, your Common Stock may be voted by the persons named in
the Proxy Card on the new Annual Meeting dates as well, unless you have revoked
your proxy. The Company does not know of any other matters to be presented at
the Annual Meeting.
You may revoke your proxy at any time before the vote is taken at the
Annual Meeting. To revoke your proxy you must advise the Company's Secretary in
writing before your Common Stock has been voted at the Annual Meeting, deliver a
later-dated proxy, or attend the Annual Meeting and vote your shares in person.
Attendance at the Annual Meeting will not in itself revoke your proxy.
If you hold your Common Stock in "street name," you will receive
instructions from your broker, bank or other nominee that you must follow in
order to have your shares voted. Your broker, bank or other nominee may allow
you to deliver your voting instructions via the telephone or the Internet.
Please see the instruction form provided by your broker, bank or other nominee
that accompanies this Proxy Statement.
VOTE REQUIRED
The Annual Meeting can only transact business if a majority of the
outstanding shares of Common Stock entitled to vote is represented at the Annual
Meeting. If you return a valid proxy instructions or attend the Annual Meeting
in person, your shares will be counted for purposes of determining whether there
is a quorum even if you abstain or withhold your vote or do not vote your shares
at the Annual Meeting. Broker non-votes will be counted for purposes of
determining the existence of a quorum. A broker non-vote occurs when a broker,
bank or other nominee holding shares for a beneficial owner does not have
discretionary voting power with respect to the agenda item and has not received
voting instructions from the beneficial owner.
In voting on the election of a director, you may vote in favor of the
nominee or withhold votes as to the nominee. There is no cumulative voting in
the election of directors. Directors must be elected by a plurality of the votes
cast at the Annual Meeting. This means that the nominees receiving the greatest
number of votes will be elected. Votes that are withheld and broker non-votes
will have no effect on the outcome of the election.
In voting to ratify the appointment of McGladrey & Pullen LLP as our
independent auditors, you may vote in favor of the proposal, against the
proposal or abstain from voting. To be approved, this proposal requires the
affirmative vote of a majority of the votes cast at the Annual Meeting. Broker
non-votes and abstentions will not be counted as votes cast and will have no
effect on the voting on this proposal.
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PRINCIPAL HOLDERS OF OUR COMMON STOCK
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Persons and groups beneficially owning more than 5% of the Common Stock are
required to file certain reports regarding their ownership with the Securities
and Exchange Commission. A person is the beneficial owner of shares of Common
Stock if he or she has or shares voting or investment power over the shares or
has the right to acquire beneficial ownership of the shares at any time within
60 days from the Record Date. The following table sets forth information as of
the Record Date with respect to the persons or groups known to the Company to
beneficially own more than 5% of the Common Stock as well as directors and
executive officers as a group.
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NAME AND ADDRESS AMOUNT AND NATURE OF PERCENT OF
OF BENEFICIAL OWNER BENEFICIAL OWNERSHIP COMMON STOCK OUTSTANDING
------------------- -------------------- ------------------------
Banc Fund V L.P. and Banc Fund VI L.P. 242,392 (1) 8.43%
208 S. LaSalle Street
Chicago, IL 60604
Jeffrey H. Krpiitz 194,866 (2) 6.78%
C/o Parke Bancorp, Inc.
601 Delsea Drive
Washington, Township, NJ 08080
Directors and Executive Officers 1,419,739 49.40%
As a Group (16 persons)
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(1) This information is based solely on Schedule 13G, dated February 13,
2007, filed with the Securities and Exchange Commission by Banc Fund V
L.P. and Banc Fund VI L.P. According to the Schedule 13G, Charles J.
Moore, the controlling person of each of Banc Fund V L.P. and Banc Fund
VI L.P., exercises sole voting and dispositive power with respect to
all of these shares.
(2) This information is based solely on information as of March 22, 2007
provided to the Company by Mr. Kripitz, a director of the Bank.
Includes 22,797 shares of Common Stock which may be acquired pursuant
to the exercise of warrants within 60 days of the Record Date and 9,000
options.
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PROPOSAL I -- ELECTION OF DIRECTORS
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The Board of Directors currently consists of three members divided into
three classes, each of which contains approximately one-third of the members of
the Board. The directors are elected by our shareholders for staggered
three-year terms, or until their successors are elected and qualified. In
connection with the Annual Meeting, the Board of Directors has approved
increasing the size of the Board to 12 members and has nominated the nine
individuals who currently serve on the Board of Directors of the Bank but not on
the Board of the Company to become directors as well. A total of ten directors
will be elected at the Annual Meeting consisting of the nine new nominees and
one individual currently serving on the Board of Directors of the Company whose
term expires in 2007. These directors will be elected for varying one, two or
three year terms so that the three classes of directors will be as nearly equal
as possible in size.
It is intended that proxies solicited by the Board of Directors will,
unless otherwise specified, be voted for the election of the named nominees for
the terms indicated. If any nominee is unable to serve, the shares represented
by all valid proxies will be voted for the election of such substitute as the
Board of Directors may recommend or the size of the Board may be reduced to
eliminate the vacancy. At this time, the Board of Directors knows of no reason
why any nominee might be unavailable to serve.
The following table sets forth for the nominees, the directors continuing
in office and certain executive officers: name, age, the year the individual
first became a director or officer of the Company, the term of office and the
number and percentage of shares of common stock beneficially owned by each of
them as of the Record Date.
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AGE AT YEAR FIRST TERM OF SHARES OF COMMON PERCENT
DECEMBER 31, ELECTED OR OFFICE STOCK BENEFICIALLY OF
NAME 2006 APPOINTED EXPIRES OWNED(1) CLASS
---- ---- --------- ------- -------- -----
BOARD NOMINEES FOR TERM TO EXPIRE IN 2008
Thomas Hedenberg 62 N/A N/A 69,942(2) 2.43%
Richard Phalines 64 N/A N/A 110,354(3) 3.84%
Ray H. Tresch 69 N/A N/A 94,735(4) 3.30%
BOARD NOMINEES FOR TERM TO EXPIRE IN 2009
Vito S. Pantilione 55 N/A N/A 181,325(5) 6.31%
Arret F. Dobson 35 N/A N/A 102,832(6) 3.58%
Anthony J. Jannetti 69 N/A N/A 116,608(7) 4.06%
BOARD NOMINEES FOR TERM TO EXPIRE IN 2010
Fred G. Choate 61 2005 2007 12,792(8) *
Jeffrey H. Kripitz 55 N/A N/A 194,866(9) 6.78%
Jack C. Sheppard, Jr. 53 N/A N/A 113,672(10) 4.27%
Edward Infantolino 59 N/A N/A 106,934(11) 3.72%
DIRECTORS CONTINUING IN OFFICE
Celestino R. Pennoni 69 2005 2008 166,789(12) 5.80%
Daniel J. Dalton 57 2005 2009 80,666(13) 2.81%
EXECUTIVE OFFICERS WHO ARE NOT DIRECTORS
David O. Middlebrook
Senior Vice President 48 N/A N/A 32,044(14) 1.12%
Robert A. Kuehl
Senior Vice President, Chief
Financial Officer 59 N/A N/A 2,000(15) *
Elizabeth A. Milavsky
Senior Vice President 55 N/A N/A 22,240(16) *
Paul E. Palmieri
Senior Vice President 48 N/A N/A 11,940(17) *
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* Less than 1%
(1) Includes shares of Common Stock held directly, as well as by spouses or
minor children, in trust and other indirect beneficial ownership.
(2) Includes 10,200 shares of Common Stock which may be acquired pursuant to
the exercise of options within 60 days of the Record Date.
(3) Includes 9,000 shares of Common Stock which may be acquired pursuant to the
exercise of options within 60 days of the Record Date and 39,602 shares of
Common Stock which may be acquired pursuant to the exercise of warrants
within 60 days of the Record Date.
(4) Includes 9,000 shares of Common Stock which may be acquired pursuant to the
exercise of options within 60 days of the Record Date and 584 shares of
Common Stock which may be acquired pursuant to the exercise of warrants
within 60 days of the Record Date.
(5) Includes 93,037 shares of Common Stock which may be acquired pursuant to
the exercise of options within 60 days of the Record Date and 40,387 shares
of Common Stock which may be acquired pursuant to the exercise of warrants
within 60 days of the Record Date.
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(6) Includes 9,000 shares of Common Stock which may be acquired pursuant to the
exercise of options within 60 days of the Record Date and 43,718 shares of
Common Stock which may be acquired pursuant to the exercise of warrants
within 60 days of the Record Date.
(7) Includes 9,000 shares of Common Stock which may be acquired pursuant to the
exercise of options within 60 days of the Record Date and 30 shares of
Common Stock which may be acquired pursuant to the exercise of warrants
within 60 days of the Record Date.
(8) Includes 12,000 shares of Common Stock which may be acquired pursuant to
the exercise of options within 60 days of the Record Date.
(9) Includes 9,000 shares of Common Stock which may be acquired pursuant to the
exercise of options within 60 days of the Record Date and 22,797 shares of
Common Stock which may be acquired pursuant to the exercise of warrants
within 60 days of the Record Date.
(10) Includes 9,000 shares of Common Stock which may be acquired pursuant to the
exercise of options within 60 days of the Record Date.
(11) Includes 9,000 shares of Common Stock which may be acquired pursuant to the
exercise of options within 60 days of the Record Date and 40,867 shares of
Common Stock which may be acquired pursuant to the exercise of warrants
within 60 days of the Record Date.
(12) Includes 16,900 shares of Common Stock which may be acquired pursuant to
the exercise of options within 60 days of the Record Date and 44,035 shares
of Common Stock which may be acquired pursuant to the exercise of warrants
within 60 days of the Record Date.
(13) Includes 12,000 shares of Common Stock which may be acquired pursuant to
the exercise of options within 60 days of the Record Date and 12,600 shares
of Common Stock which may be acquired pursuant to the exercise of warrants
within 60 days of the Record Date.
(14) Includes 28,524 shares of Common Stock which may be acquired pursuant to
the exercise of options within 60 days of the Record Date.
(15) Includes 2,000 shares of Common Stock which may be acquired pursuant to the
exercise of options within 60 days of the Record Date.
(16) Includes 16,320 shares of Common Stock which may be acquired pursuant to
the exercise of options within 60 days of the Record Date.
(17) Includes 11,040 shares of Common Stock which may be acquired pursuant to
the exercise of options within 60 days of the Record Date.
BIOGRAPHICAL INFORMATION
Set forth below is the business experience for the past five years of each
of the directors and executive officers of the Company.
NOMINEES FOR DIRECTOR:
Thomas Hedenberg. Mr. Hedenberg is Vice-Chairman of the Bank. From 1969 to
the present, Mr. Hedenberg has been a builder and land developer, developing
numerous residential, commercial and industrial projects. Some of his projects
include Hollydell Business Park, Glassboro Business Park, Bunker Hill Medical
Center, Wedgewood Village Shopping Center and Point Plaza Shopping Center. He
has also developed and is a general partner in the Hollydell Ice Arena. His
current projects include the Parke Place Community where the Bank has its main
offices and development of office and retail buildings and age-restricted
apartments at the Riverwinds Community in West Deptford, New Jersey.
Richard Phalines. Mr. Phalines has been the co-owner of Concord Truss
Company since 1982. Mr. Phalines is currently chairman of the local Planning
Board in Woodbury Heights.
Ray H. Tresch. Mr. Tresch has been the owner, President and Chief Executive
Officer of Redy Mixt Konkrete in Woodbury, New Jersey for over forty-five years.
He is also the President and Chief Executive Officer of Woodbury Cement Products
in Woodbury, New Jersey. Mr. Tresch is also a real estate developer in numerous
projects in Gloucester County, New Jersey. He is also currently the Secretary,
Treasurer and partner of Gibbsboro Block in Voorhees, New Jersey, and the
managing director and general partner of Hollydell Ice Arena. Mr. Tresch is also
a general partner in the development of
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professional office buildings, retail commercial buildings, and age-restricted
condominiums and apartments in Gloucester County, New Jersey.
Vito S. Pantilione. Mr. Pantilione has served as the Company's President
and Chief Executive Officer since its formation in 2005. From the time of the
Bank's formation in 1998, Mr. Pantilione has served as the President and Chief
Executive Officer and a director of the Bank. Mr. Pantilione previously was the
president and owner of Eagle Valley, a diversified mortgage company located in
Philadelphia, Pennsylvania. From 1991 to 1994, he was employed as president of
First Commercial Bank of Philadelphia. In addition, he previously was the
president and owner of Interstate Mortgage Management, a mortgage brokerage
company located in South Jersey, and was the executive vice president of First
Federal Savings of Hammonton. Mr. Pantilione also serves as a member of the
foundation board of directors of the Rowan University Business College.
Arret Dobson. From 1989 to the present, Mr. Dobson has been a builder and
land developer, developing numerous residential and commercial projections. Mr.
Dobson is president of, and has an ownership interest in, the White Oaks Country
Club located in Newfield, New Jersey, and the Riverwinds Tennis Center and Golf
Club located in West Deptford Township, New Jersey.
Anthony J. Jannetti. Mr. Jannetti is president of Anthony J. Jannetti,
Inc., a national health care marketing, communications, publishing and
management firm located in Pitman, New Jersey. Mr. Jannetti currently serves on
the Board of Trustees of the Education Foundation, the Samaritan Foundation, the
Nursing Economic Foundation and the Foundation of the National Student Nurses
Association. He is also an Honorary Member of the American Nephrology Nurses'
Association, National Student Nurses' Association, National Association of
Orthopedic Nurses, National Association of Pediatric Nurse Associates and
Practitioners and The Oncology Nursing Society. Mr. Jannetti is also a member of
The American Society of Association Executives, The Health Care Marketing and
Communications Counsel and The Professional Convention and Management
Association.
Fred G. Choate. Mr. Choate is the President and controlling shareholder of
Greater Philadelphia Venture Capital Corporation, a position he has held since
1997. From 1987 to 1997, Mr. Choate was a principal in Sandhurst Company, a
venture capital fund. Mr. Choate is a director of Escalon Medical Corp. (Nasdaq:
ESMC), a company that develops, markets and distributes ophthalmic diagnostic,
surgical and pharmaceutical products and other medial devices. Mr. Choate has
also served on the audit committee of the board of directors of another
financial institution.
Jeffrey H. Kripitz. Mr. Kripitz is the owner and operator of Jeff Kripitz
Agency in Northfield, New Jersey. He specializes in employee benefits such as
life, health and long term care insurance for businesses and individuals. He was
an advisory board member of Premium Federal Savings Bank. He has been a member
of the Board of Directors of Linwood Golf and Country Club for 15 years. He was
recently a division chairman for the Jewish Community Center Capital Campaign
and previously was Chairman of Beth Israel Synagogue Capital Campaign.
Jack C. Sheppard, Jr. From 1983 to 2004, Mr. Sheppard was Vice President
and Treasurer of Storrie, Budd & Jones Agency, Inc., providing a full range of
insurance products. He is currently an Executive Vice President with Bollinger
Insurance in Moorestown, New Jersey. Mr. Sheppard is the Chairman of the Board
of Trustees of Underwood Memorial Hospital Foundation. He currently serves on
the Board of Trustees of Newport Behavioral Health Care, The Abilities Center
for Southern New Jersey, Planning Chair at the Gloucester County Human Services
Advisory Council and the Gloucester County United Way. Mr. Shepard is a life
member of the American Insurance Marketing & Sales Society and a member of the
Board's strategic planning committee.
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THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE FOR THE
ELECTION OF THE ABOVE NOMINEES
CONTINUING DIRECTORS:
Celestino R. ("Chuck") Pennoni. Mr. Pennoni is currently Chairman of the
Board of Directors of the Company and the Bank. From 1966 to the present, Mr.
Pennoni has been Chairman and Chief Executive Officer of Pennoni Associates, a
consulting engineering firm headquartered in Philadelphia with over 800
employees in 22 offices in the northeastern United States, a firm founded by Mr.
Pennoni in 1966. He is also past Chairman of the Board of Trustees and past
President of Drexel University, where he earned a Bachelors of Science and
Master of Sciences degrees in civil engineering and was awarded an honorary
doctorate. Mr. Pennoni is also past President of The American Society of Civil
Engineers, the accreditation board for engineering and technology, and The
United Engineering Trustees. He is also a member of the National Academy of
Engineering and is a licensed professional engineer.
Daniel J. Dalton. Mr. Dalton is president of Dalton Insurance Agency, LLC
located in Glassboro, New Jersey. From 1992 to 1994, Mr. Dalton served as the
26th Secretary of the State of New Jersey. From 1979 to 1992, Mr. Dalton served
in the New Jersey State Legislature.
Dr. Edward Infantolino. Dr. Infantolino is President of Ocean Internal
Medicine Associates, P.A. and has practiced as an internist in both Atlantic
City and Somers Point, New Jersey since 1977. He is also a long-standing member
of the New Jersey and Atlantic County Medical Societies as well as a member of
the National Association of Realtors, the New Jersey Association of Realtors and
Atlantic City and County Board of Realtors. Dr. Infantolino is also the owner
and principal broker of Keyland Real Estate in Celebration, Florida.
EXECUTIVE OFFICERS WHO ARE NOT DIRECTORS:
David O. Middlebrook. Mr. Middlebrook has served as the Company's Senior
Vice President since its formation in 2005. Mr. Middlebrook is the Senior Vice
President, Senior Loan Officer and Corporate Secretary of the Bank. He has over
twenty-six years experience in the commercial banking industry with a focus on
commercial lending. Mr. Middlebrook also serves as treasurer of the board of
directors for The Arc of Atlantic County, a non-profit entity that supports the
developmentally disabled.
Robert A. Kuehl. Mr. Kuehl joined the Company in November 2006 as Senior
Vice President and Chief Financial Officer. Prior to accepting his position with
the Company, from 2005 to 2006, Mr. Kuehl was an independent financial
consultant who provided financial and project consulting to small companies and
nonprofit organizations. Prior to such time, during 2004, Mr. Kuehl was Senior
Vice President and Chief Financial Officer of Western Ohio Corporation, a
community bank holding company located in Springfield, Ohio, and during 2003,
Chief Financial Officer of Superior Financial Corp., a regional financial
institution located in Little Rock, Arkansas. From 2000 to 2002, Mr. Kuehl was
also Executive Vice President and Chief Financial Officer of Main Street
Bancorp, a community bank holding company located in Reading, Pennsylvania, and
from 1998 to 2000, Senior Vice President and Controller of WSFS Financial
Corporation, a savings and loan holding company located in Wilmington, Delaware.
Mr. Kuehl has also held various other positions throughout his career similar to
those set forth above.
Elizabeth A. Milavsky. Ms. Milavsky joined the Bank in 2004 as Senior Vice
President responsible for administration of the Bank's retail branch network,
human resources and compliance. From 1982 to 2004, Ms. Milavsky was employed by
Roxborough Manayunk Bank in Philadelphia, Pennsylvania as Senior Vice President
of Operations. Her responsibilities included Electronic Banking,
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Information Technology, Retirement and Check Processing Departments, as well as
the operations of the retail branch network.
Paul E. Palmieri. Mr. Palmieri is Senior Vice President of the Philadelphia
Region and joined the Bank in 2004. He has more than twenty-five years of
banking and accounting experience in the Philadelphia area. Prior to joining the
Bank, he was a Vice President of Commercial Loan Officer at Republic First Bank
in Philadelphia, Pennsylvania from 1996 to 2004. Mr. Palmieri was an Assistant
Vice President and Commercial Banker at Regent Bank in Philadelphia from 1993 to
1996.
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CORPORATE GOVERNANCE
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DIRECTOR INDEPENDENCE
The Board of Directors has determined that Directors Choate and Dalton are
independent in accordance with the requirements of Nasdaq regulations and that
Director Pennoni is not independent in accordance with those requirements due to
a real estate transaction involving the Bank's main office and a branch office
that occurred in 2003. Nonetheless, the Board of Directors believes that
Director Pennoni is an effective member of the committees and that his
membership on the committees is in the best interests of the Company and its
shareholders. All three members serve on the Audit Committee, the Compensation
Committee and the Nominating Committee. The Board of Directors has determined
that Mr. Choate is an Audit Committee Financial Expert within the meaning of the
regulations of the Securities and Exchange Commission.
DIRECTOR ATTENDANCE
The Board of Directors conducts its business through meetings of the Board
and through activities of its committees. During the year ended December 31,
2006, the Board of Directors met a total 11 times, including regularly scheduled
meetings and special meetings. No director attended fewer than 75% of the total
meetings of the Board of Directors and meetings of the committees on which he
served during the year ended December 31, 2006.
COMMITTEES OF THE BOARD OF DIRECTORS
NOMINATING COMMITTEE. The nominating committee consists of Directors
Choate, Dalton and Pennoni. The Nominating Committee met one time during the
fiscal year ended December 31, 2006. The Board of Directors has adopted a
written nominating committee charter for the Nominating Committee, a copy of
which was attached as an appendix to the proxy statement for the 2006 annual
meeting. The Company does not pay fees to any third party to identify or
evaluate or assist in identifying or evaluating potential nominees. The process
for identifying and evaluating potential Board nominees includes soliciting
recommendations from directors and officers of the Company. Additionally, the
Board will consider persons recommended by shareholders of the Company in
selecting the Board's nominees for election. There is no difference in the
manner in which persons recommended by directors or officers versus persons
recommended by shareholders in selecting Board nominees are evaluated.
To be considered in the selection of Board nominees, recommendations from
shareholders must be received by the Company in writing by at least 120 days
prior to the date the proxy statement for the previous year's annual meeting was
first distributed to shareholders. Recommendations should identify the
submitting shareholder, the person recommended for consideration and the reasons
the submitting shareholder believes such person should be considered. The Board
believes potential directors should be knowledgeable about the business
activities and market areas in which the Company engages.
8
COMPENSATION COMMITTEE. The Compensation Committee is comprised of
Directors Choate, Dalton and Pennoni. The Committee met one time during the 2006
fiscal year. The Compensation Committee has not adopted a written charter. The
Committee uses financial performance of the Company relative to targeted goals
and industry performance as well as the specific goals of the executive officers
against annual goals as the primary consideration for compensation. The
Committee also considers compensation in the marketplace for consideration of
executive compensation. The Committee uses peer comparison to other financial
institutions in considering director compensation and considers meetings
attended, both full board and committee meetings, as the primary factor for
compensation. Specifically, the board now targets director fees at the 75th
percentile against peer comparisons in arriving at director compensation.
AUDIT COMMITTEE. The Audit Committee is comprised of Directors Choate,
Dalton and Pennoni. The Committee met eight times in fiscal year 2006. The Board
of Directors has adopted a written audit committee charter for the Audit
Committee, a copy of which was attached as an appendix to the proxy statement
for the 2006 annual meeting.
AUDIT COMMITTEE FINANCIAL EXPERT. The Board of Directors has determined
that Fred G. Choate is an Audit Committee "financial expert" as that term is
defined in Item 407(d)(5) of Regulation S-K of the Securities and Exchange
Commission. Mr. Choate would be considered an independent director, under the
rules of The Nasdaq Stock Market including the specific independence
requirements for audit committee members.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION. No member of
our Compensation Committee is or formerly was an officer or employee of the
Company. During 2006, none of our executive officers served on the Compensation
Committee (or equivalent), or the Board of Directors, of another entity whose
executive officer or officers served on our Compensation Committee or Board.
SHAREHOLDER COMMUNICATIONS
The Board of Directors does not have a formal process for shareholders to
send communications to the Board. In view of the infrequency of shareholder
communications to the Board of Directors, the Board does not believe that a
formal process is necessary. Written communications received by the Company from
shareholders are shared with the full Board no later than the next regularly
scheduled Board meeting. The Board encourages, but does not require, directors
to attend the annual meeting of shareholders. All of the Board's members
attended the 2006 annual meeting of shareholders.
--------------------------------------------------------------------------------
COMPENSATION DISCUSSION AND ANALYSIS
--------------------------------------------------------------------------------
The Company's mission is to provide quality customer service in the markets
served while operating in a cost effective and profitable manner that provides
long term shareholder value. To this end, the compensation awarded to the
Company's employees and in particular, the Chief Executive Officer and the
Executive Management Team, are critical to achieving this mission.
The compensation and benefits of Parke Bancorp are primarily driven by the
need to attract, retain and motivate talented individuals who will support,
facilitate and enhance the growth of the organization while also contributing to
its profitability and resulting increase in long-term shareholder value. It is
critical that the compensation program reflects the need to compete for talented
individuals within the financial services industry and to retain existing
employees. In addition, given the recent and expected future growth of the
Company, it is important that the compensation program provides adequate
9
incentives for superior performance through the existence of both short-term and
long-term incentive programs. The compensation program is therefore intended to
serve the needs of continuing the successful financial performance of the
Company and will continually be monitored and revised as required to compete
effectively for talented individuals.
The Compensation Committee considers the following factors in reviewing
compensation for the Chief Executive Officer and the Senior Management Team:
o The overall level of profitability of the company, the return on
equity, and loan and deposit growth;
o The performance of individuals based on specific annual goals;
o The profitability of the company as compared to other comparably sized
community banks;
o And management discretion for consideration of other factors.
In addition, the Compensation Committee uses an SNL Financial "Executive
Compensation Review" to confirm that the Senior Executive compensation was
within the 75th to 90th percentile range.
The various components of compensation are as follows:
1) Base salary, which focuses on attracting and retaining employees and
therefore is designed to be competitive with the marketplace. Mr.
Pantilione's salary was increased from $225,000 in 2005 to $250,000 in
2006 in recognition of the company's financial performance and peer
compensation analysis. The remaining named executives received
compensation increases primarily based upon the company's financial
performance and their specific performance during 2006.
2) Annual bonuses that are designed to recognize the Company's financial
performance as well as the individual employee's specific performance
within each fiscal year. All employees currently participate in the
annual bonus program with correspondingly higher percentage payouts
for senior managers, who also have more specific goals relating to
their individual performance and the impact on the Company's financial
success. Mr. Pantilione's bonus for 2006 was based upon his specific
performance and the Company's financial performance and was paid out
at 50% of his salary, which is the maximum allowed under his contract.
Bonuses for the remaining named executives were based upon the
Company's financial performance and achievement of the named
executives' goals during 2006.
3) Long-term incentives, which primarily consist of stock options, are
awarded to senior and mid-level managers as a means to retain key
employees as well as to reward performance that has or will lead to
the long-term success of the Company. During 2006 stock option grants
were below the level of prior years due, in part, to the requirement
of expensing stock options under FAS 123R. The options granted to Mr.
Kuehl were part of his recently negotiated compensation package.
4) Supplemental Executive Retirement Plan (SERP), which provides for post
retirement payments commencing at age 60 for executives based upon
prior annual compensation, is offered to key employees and is designed
primarily as a retention measure. The Company plans to review the SERP
Plan in 2007 for inclusion of additional executives.
10
5) Change in control plans have been utilized in a limited manner by the
Company, in recognition of the ongoing consolidation within the
banking industry and the potential impact on the executive management
team, the Company may find it important to implement programs that
give greater economic security to members of the management team that
face the risks of termination of employment following a merger
transaction. The goal will be to protect existing and new key
employees from potential loss of employment and allow those
individuals to continue to focus on the growth and profitability of
the Company. This is also necessary as the Company continues to expand
since this benefit is fairly common within the industry for senior
level employees.
--------------------------------------------------------------------------------
COMPENSATION COMMITTEE REPORT
--------------------------------------------------------------------------------
The Compensation Committee has reviewed and discussed the foregoing
Compensation Discussion and Analysis with Management. Based on foregoing review
and discussions, the Compensation Committee recommended to the Board of
Directors that the foregoing Compensation Discussion and Analysis be included in
this proxy statement.
COMPENSATION COMMITTEE
Fred G. Choate
Daniel J. Dalton
Celestino R. Pennoni
11
--------------------------------------------------------------------------------
EXECUTIVE COMPENSATION
--------------------------------------------------------------------------------
SUMMARY COMPENSATION TABLE. The following table sets forth the cash and
non-cash compensation awarded to or earned during the last fiscal year by our
principal executive officer, principal financial officer and each other
executive officer whose total compensation (excluding compensation attributable
to changes in pension value and non-qualified deferred compensation earnings)
during the fiscal year ended December 31, 2006 exceeded $100,000 for services
rendered in all capacities to Parke Bancorp, Inc. and Parke Bank.
NON-EQUITY
STOCK OPTION INCENTIVE PLAN
NAME AND PRINCIPAL POSITION YEAR SALARY BONUS AWARDS(1) AWARDS(1) COMPENSATION
--------------------------------------- -------- ------------ ------------ ------------ ------------ ----------------
Vito S. Pantilione 2006 $248,077 $112,500 $0 $0 $0
President and Chief Executive Officer
Robert A. Kuehl 2006 $12,980 $0 $0 $15,731 $0
Chief Financial Officer
Ernest D. Huggard 2006 $137,687 $10,000 $0 $0 $0
Former Chief Financial Officer
David O. Middlebrook 2006 $115,154 $22,500 $0 $0 $0
Senior Vice President, Senior
Loan Officer and Corporate
Secretary
Elizabeth Milavsky 2006 $108,846 $25,000 $0 $0 $0
Senior Vice President
Paul E. Palmieri 2006 $113,769 $15,000 $0 $0 $0
Senior Vice President
CHANGE IN PENSION
VALUE AND
NONQUALIFIED
DEFERRED
COMPENSATION ALL OTHER
NAME AND PRINCIPAL POSITION EARNINGS(2) COMPENSATION(3) TOTAL
--------------------------------------- ------------------- ------------------ -------------
Vito S. Pantilione $200,783 $37,584 $598,944
President and Chief Executive Officer
Robert A. Kuehl $0 $400 $29,111
Chief Financial Officer
Ernest D. Huggard $0(4) $13,538 $161,225
Former Chief Financial Officer
David O. Middlebrook $93,970 $10,250 $232,258
Senior Vice President, Senior
Loan Officer and Corporate
Secretary
Elizabeth Milavsky $0 $12,884 $146,730
Senior Vice President
Paul E. Palmieri $0 $10,548 $139,317
Senior Vice President
_______________
(1) The Black-Scholes option pricing model was used to estimate the fair value
of stock-based awards.
(2) The amounts shown are attributable to a change in pension value.
(3) All other compensation consists of the following:
IRA
ACCOUNT
----------
Vito S. Pantilione $4,400
Robert A. Kuehl 0
Ernest D. Huggard 2,318
David O. Middlebrook 2,766
Elizabeth Milavsky 2,694
Paul E. Palmieri 2,586
In addition to the IRA benefit noted above in all other compensation, Mr.
Pantilione also received an automobile benefit of $26,214 for the past fiscal
year.
(4) The pension value for Mr. Huggard declined by $150,930 due to his
termination in November 2006.
12
GRANTS OF PLAN-BASED AWARDS. The following tables set forth certain
information with respect to plan-based awards granted to the Named Executive
Officers.
ESTIMATED FUTURE PAYOUTS
UNDER NON-EQUITY INCENTIVE ESTIMATED FUTURE PAYOUTS UNDER
PLAN AWARDS EQUITY INCENTIVE PLAN AWARDS
---------------------------------- ---------------------------------
GRANT THRESHOLD TARGET MAXIMUM THRESHOLD TARGET MAXIMUM
NAME DATE ($) ($) ($) (#) (#) (#)
------------------------- ---------- ----------- --------- ------------ ----------- -------- ------------
Vito S. Pantilione
Robert A. Kuehl 11-20-06
Ernest D. Huggard
David O. Middlebrook
Elizabeth Milavsky
Paul E. Palmieri
ALL OTHER
ALL OTHER OPTION AWARDS: EXERCISE OF GRANT DATE
STOCK AWARDS: NUMBER OF BASE PRICE FAIR VALUE
NUMBER OF SHARES SECURITIES OF OPTION OF STOCK
OF STOCK OR UNITS UNDERLYING AWARDS AND OPTION
NAME (#) OPTIONS (#) ($/SH) AWARDS
------------------------- ------------------- ----------------- -------------- --------------
Vito S. Pantilione 0
Robert A. Kuehl 8,000 $19.00 $58,080
Ernest D. Huggard 0
David O. Middlebrook 0
Elizabeth Milavsky 0
Paul E. Palmieri 0
The estimated future payouts of options shown in the table above assume that all
options granted in 2006, which have an exercise price of $19.00 per share,
ultimately vest by December of 2009. The grant date fair value represents the
number of options granted times the grant date fair value of $7.26 per share,
which was calculated using the Black-Scholes option pricing model.
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END. The following table sets
forth information concerning outstanding equity awards of the Named Executive
Officers at fiscal year end, as well as the value of such awards held by such
persons at the end of the fiscal year.
OPTION AWARDS
----------------------------------------------------------------------------------------------------
EQUITY INCENTIVE
NUMBER OF PLAN AWARDS: NUMBER
SECURITIES NUMBER OF SECURITIES OF SECURITIES
UNDERLYING UNDERLYING UNDERLYING
NAME UNEXERCISED OPTIONS UNEXERCISED OPTIONS UNEXERCISED UNEARNED OPTION EXERCISE OPTION EXPIRATION
EXERCISABLE UNEXERCISABLE OPTIONS PRICE DATE
------------------------------------------------------------------------------------------------------------------------------
Vito S. Pantilione 93,037 - $ 8.67 2015
Robert A. Kuehl 2,000 6,000(1) 19.00 2016
Ernest D. Huggard 38,028 - 10.30 2007
David O. Middlebrook 28,524 - 11.27 2015
Elizabeth Milavsky 16,320 - 16.64 2015
Paul E. Palmieri 11,040 - 16.03 2015
Palmieri
___________
(1) Unvested options will vest over the next three years (2,000 per year) upon anniversary of grant date.
13
OPTION EXERCISES AND STOCK VESTED. There were no exercises of options or
stock awards during the last fiscal year for the Named Executive Officers.
PENSION BENEFITS. The following table provides information with respect to
each defined benefit pension plan in which a Named Executive Officer may receive
payments or other benefits at, following, or in connection with retirement.
PRESENT
NUMBER OF VALUE OF PAYMENTS
YEARS CREDITED ACCUMULATED DURING LAST
NAME PLAN NAME SERVICE BENEFIT FISCAL YEAR
--------------------------- ----------------------- ----------------- --------------- -----------------
Vito S. Pantilione Supplemental Executive 8.0 $750,443 $0
Retirement Plan
Robert A. Kuehl Supplemental Executive 0 0 0
Retirement Plan
Ernest D. Huggard Supplemental Executive 8.0 0 0
Retirement Plan
David O. Middlebrook Supplemental Executive 7.0 195,487 0
Retirement Plan
Elizabeth A. Milavsky Supplemental Executive 0 0 0
Retirement Plan
Paul E. Palmieri Supplemental Executive 0 0 0
Retirement Plan
Mr. Huggard left the Company in November 2006 and therefore is no longer
entitled to benefits under the defined benefit pension plan shown above. Mr.
Kuehl, Ms. Milavsky and Mr. Palmieri are not participants in the defined benefit
pension plan shown in the table above and therefore have no accumulated benefit.
SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN ("SERP"). The Bank implemented a
SERP program effective January 1, 2003. Vito S. Pantilione, President and David
O. Middlebrook, Senior Vice President, are each participants in the SERP. Under
the SERP, retirement benefits are payable to such participant commencing upon
retirement after attainment of age 60 at the rate of 50% of their highest base
salary paid while an employee of the Bank for the remainder of their life. If
such retirement benefit payments are made for less than ten years, a survivor
benefit will continue to be paid for the balance of such ten year period. Such
benefits are in addition to any social security benefits. Upon a change of
control of the Bank prior to the date of retirement of a participant, all
benefits shall be deemed earned and non-forfeitable as if such participant had
attained his or her retirement date at age 60. A participant may elect to retire
after age 55 and such benefits payable shall be actuarially reduced to reflect
the earlier payment commencement date. If a participant dies prior to age 60
while employed by the Bank, a survivor benefit will be paid equal to 100% of the
participant's highest salary for one year and 50% of such salary for four
additional years. Benefits under the plan may be paid in the form of a lump-sum
on an actuarially equivalent basis. For the year ended December 31, 2006, the
Bank had total accrued plan expense of $230,401 with respect to benefits payable
under the SERP. Benefits under the SERP will be a tax deductible expense to the
Bank at the time that actual benefit payments are made. The Bank has invested in
various life insurance agreements (commonly known as BOLI, for bank-owned life
insurance) with policy proceeds payable to the Bank in the event of the death of
plan participants. Such insurance proceeds and earnings related to such
investments are anticipated to exceed any plan costs related to benefit
payments.
14
NONQUALIFIED DEFERRED COMPENSATION. The Company does not have any
non-qualified deferred compensation arrangements.
POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE-IN-CONTROL. The Named
Executive Officers are parties to various agreements that provide for payments
in connection with any termination of their employment. The following table
shows the payments that would be made to the Named Executive Officers at,
following or in connection with any termination of their employment in the
specified circumstances as of the last business day of the last fiscal year.
INVOLUNTARY CHANGE-IN-
VOLUNTARY EARLY NORMAL NOT FOR CAUSE FOR CAUSE CONTROL
NAME AND PLAN TERMINATION(1)RETIREMENT(2)RETIREMENT(2)TERMINATION(3) TERMINATION TERMINATION(3) DISABILITY(4) DEATH(5)
--------------------------------- ------------ ------------ --------------- ------------ -------------- ------------ ----------
Vito S. Pantilione $250,000 $73,116 $146,232 $1,125,000 $0 $1,125,000 $250,000 $695,000
Robert A. Kuehl 0 0 0 0 0 0 0 200,000
Ernest D. Huggard 0 0 0 0 0 0 0 0
David O. Middlebrook 0 0 0 0 0 0 0 200,000
Elizabeth Milavsky 0 0 0 0 0 0 0 200,000
Paul E. Palmieri 0 0 0 0 0 0 0 200,000
____________
(1) The payment represents the annual amount payable to the executive for a
minimum of 2 years and a maximum of 3 years.
(2) Early retirement payments and normal retirement payments represent eligible
annual payments under the SERP Plan for ages 55 and 60, respectively.
(3) These payments represent a maximum lump sum payment to the named executive
upon termination of their contract.
(4) The disability payment includes insurance disability as well as Company
compensation on an annual basis for the remainder of the named executive's
term of employment contract (minimum of 2 years up to a maximum of 3
years).
(5) Death benefits represent total life insurance payments that would be paid
out to the named executive's heirs.
EMPLOYMENT AGREEMENTS. The Bank has entered into an employment agreement
with Mr. Pantilione. Mr. Pantilione's base salary under the employment agreement
for the year ended December 31, 2006 was $250,000. Mr. Pantilione's employment
agreement has a term of three years that is automatically extended for one year
on January 1st of each year, unless notice of termination of the automatic
extension is given in accordance with the terms of the employment agreement. The
employment agreement may be terminated by the Bank for "cause" as defined in the
agreement. If the Bank terminates Mr. Pantilione's employment without just
cause, he will be entitled to a continuation of his salary from the date of
termination through the remaining term of the agreement. The employment
agreement contains a provision stating that after Mr. Pantilione's employment is
terminated in connection with any change in control, he will be paid a lump sum
amount equal to the balance of the annual compensation due under the agreement
plus an amount equal to 3.0 times the highest rate of bonus awarded to him
during the three years prior to such termination. If payment had been made under
the agreement as of December 31, 2006, the payment to Mr. Pantilione would have
equaled approximately $1,125,000. The employment agreement also grants the right
of the employee, within six months following a termination without cause or a
voluntary termination by the employee for good reason, to require the Company to
repurchase all of the employee's shares of Common Stock, warrants and options of
the Company then owned by the employee at the closing price of such stock on the
business day immediately preceding the date of notice of the employee's exercise
of this right. The employment agreement also contains an agreement not to
compete with the Bank which restricts certain post-employment activities of the
employee within the Counties of Gloucester, Camden, Salem or Cumberland, New
Jersey, for two years following termination of employment with the Bank.
15
--------------------------------------------------------------------------------
DIRECTOR COMPENSATION
--------------------------------------------------------------------------------
Set forth below is a table providing information concerning the
compensation of the directors of Parke Bancorp, Inc. who are not Named Executive
Officers for the last completed fiscal year (2006).
CHANGE IN
PENSION VALUE AND
NONQUALIFIED
FEES EARNED NON-EQUITY DEFERRED
OR PAID STOCK OPTION INCENTIVE PLAN COMPENSATION ALL OTHER
NAME IN CASH AWARDS AWARDS(1) COMPENSATION EARNINGS COMPENSATION(2) TOTAL
------------------------------------------------------------------------------------------------------------------------------
Celestino R. Pennoni $16,790 $74,122 $90,912
Thomas Hedenberg 18,130 18,130
Fred G. Choate 11,515 11,515
Daniel J. Dalton 8,415 8,415
Arret F. Dobson 5,450 5,450
Edward Infantolino 6,435 6,435
Anthony J. Jannetti 7,515 7,515
Jeffrey H. Kripitz 7,095 7,095
Richard Phalines 18,905 18,905
Jack C. Sheppard, Jr. 12,890 12,890
Ray H. Tresch 14,185 14,185
----------
(1) For assumptions used, see Note 13 of Notes to Consolidated Financial
Statements in the 2006 Annual Report to stockholders. The aggregate grant
date fair value of each award was $7.41. At December 31, 2006, Directors
had the following number of stock option awards outstanding:
NAME NUMBER OF OPTIONS
----------------------------------------------------------------- ------------------------------------------------------------
Celestino R. Pennoni 16,900
Thomas Hedenberg 10,200
Fred G. Choate 12,000
Daniel J. Dalton 12,000
Arret F. Dobson 9,000
Edward Infantolino 9,000
Anthony J. Jannetti 9,000
Jeffrey H. Kripitz 9,000
Richard Phalines 9,000
Jack C. Sheppard, Jr. 9,000
Ray H. Tresch 9,000
All of the options shown above for the Directors of Parke Bancorp are fully
vested as of December 31, 2006.
For the year ended December 31, 2006, the chairman, vice-chairman and each
other non-employee director received board fees of $8,000, $4,250 and $2,200,
respectively, regardless of attendance. Additionally, fees were paid in
connection with attendance of committee meetings for all non-employee directors.
For the fiscal year ended December 31, 2006, board fees totaled $127,325.
Directors' fees are paid by the Bank; there are no additional fees paid by the
Company.
16
--------------------------------------------------------------------------------
RELATED PARTY TRANSACTIONS
--------------------------------------------------------------------------------
In the normal course of its business as a financial institution, the Bank
has granted loans to its officers, directors and their affiliates. The terms of
these related party loans, including interest rates, collateral and repayment
terms, are similar to those prevailing for comparable transactions with other
customers and do not involve more than a normal risk of collectability or other
unfavorable features. At December 31, 2006, the aggregate outstanding principal
balance of all such related party loans was $20,281,284 and all such loans were
current and performing in accordance with their terms.
The Company received in 2006 employee benefits such as medical insurance,
life insurance and disability insurance from an insurance agency owned by one of
its Board members, Jeffrey H. Kripitz, which amounted to $286,000. Mr. Kripitz
has beneficial ownership of 194,866 shares, or 6.78% of the Company's
outstanding shares.
--------------------------------------------------------------------------------
PROPOSAL II -- RATIFICATION OF APPOINTMENT OF AUDITORS
--------------------------------------------------------------------------------
The Board of Directors of the Company has appointed McGladrey & Pullen, LLP
as the Company's independent auditor for the fiscal year ending December 31,
2007, subject to ratification by the Company's shareholders. A representative of
McGladrey & Pullen, LLP is expected to be present at the Annual Meeting and
available to respond to appropriate questions, and he will have the opportunity
to make a statement if he so desires.
Audit Fees. The aggregate fees billed by McGladrey & Pullen, LLP for
professional services rendered for the audit of the Company's annual
consolidated financial statements and for the review of the consolidated
financial statements included in the Company's Quarterly Reports on Form 10-Q
for the fiscal years ended December 31, 2006 and 2005, were $90,000 and $85,500,
respectively.
Audit Related Fees. The aggregate fees billed by McGladrey & Pullen, LLP
for audit and related services and assistance with Registration Statements on
Form S-4 and Form S-8 for the years ended December 31, 2006 and 2005, were $0
and $17,028, respectively.
Tax Fees. The aggregate fees billed by RSM McGladrey, Inc. for professional
services rendered for tax compliance, tax advice or tax planning for the years
ended December 31, 2006 and 2005 were $21,545 and $17,139, respectively.
All Other Fees. There were no fees billed by McGladrey & Pullen, LLP for
professional services rendered for services or products other than those listed
under the captions "Audit Fees," "Audit-Related Fees," and "Tax Fees" for the
years ended December 31, 2006 and 2005.
The Audit Committee has not established pre-approval procedures and instead
specifically approves each service prior to the engagement of the auditor for
all audit and non-audit services. It is the Audit Committee's policy to
pre-approve all audit and non-audit services prior to the engagement of the
Company's independent auditor to perform any service. All of the services listed
below for 2006 and 2005 were approved by either the Company's or the Bank's
Audit Committee prior to the service being rendered. There were no services that
were not recognized to be non-audit services at the time of engagement that were
approved after the fact.
17
Ratification of the appointment of the independent auditor requires the
affirmative vote of a majority of the votes cast, in person or by proxy, by the
shareholders of the Company at the Annual Meeting. THE BOARD OF DIRECTORS
RECOMMENDS THAT SHAREHOLDERS VOTE "FOR" THE RATIFICATION OF THE APPOINTMENT OF
MCGLADREY & PULLEN, LLP AS THE COMPANY'S INDEPENDENT AUDITOR FOR THE 2007 FISCAL
YEAR.
--------------------------------------------------------------------------------
REPORT OF THE AUDIT COMMITTEE
--------------------------------------------------------------------------------
The Audit Committee's main responsibilities include establishing and
reviewing the Company's internal controls and operating procedures to ensure
compliance by the Company with all applicable laws, regulations, generally
accepted accounting standards and customary operating procedures and practices.
The Audit Committee also monitors the results of examinations by the Company's
independent auditor. During the year ended December 31, 2006, this committee met
four times.
For the fiscal year ended December 31, 2006, the Audit Committee: (i)
reviewed and discussed the Company's audited consolidated financial statements
with management, (ii) discussed with the Company's independent auditor,
McGladrey & Pullen, LLP, all matters required to be discussed under Statement on
Auditing Standards No. 61, and (iii) received from McGladrey & Pullen, LLP
disclosures regarding McGladrey & Pullen, LLP's independence as required by
Independence Standards Board Standard No. 1 and discussed with McGladrey &
Pullen, LLP its independence. Based on the foregoing review and discussions, the
Audit Committee recommended to the Board of Directors that the audited
consolidated financial statements be included in the Company's Annual Report on
Form 10-K for the fiscal year ended December 31, 2006.
Audit Committee:
Fred G. Choate (Chairman)
Daniel J. Dalton
Richard Phalines
Celestino R. Pennoni
--------------------------------------------------------------------------------
SHAREHOLDER PROPOSALS
--------------------------------------------------------------------------------
In order to be considered for inclusion in the Company's proxy materials
for the annual meeting of shareholders to be held in 2008, all shareholder
proposals must be received at the executive office of the Company at 601 Delsea
Drive, Washington Township, New Jersey 08080 by November 30, 2007. Shareholder
proposals must meet other applicable criteria as set forth in the bylaws in
order to be considered for inclusion in the proxy materials.
Shareholder proposals that are not included in the Company's proxy
statement for the 2008 annual meeting will only be considered at such meeting if
the shareholder submits notice of the proposal to the Company at the above
address by February 24, 2008. Shareholder proposals must meet other applicable
criteria as set forth in the bylaws in order to be considered at the 2008 annual
meeting.
--------------------------------------------------------------------------------
OTHER MATTERS
--------------------------------------------------------------------------------
The Board of Directors is not aware of any other matters to come before the
Annual Meeting. However, if any other matters should properly come before the
Annual Meeting or any adjournments, it is
18
intended that proxies in the accompanying form will be voted in respect thereof
in accordance with the judgment of the persons named in the accompanying proxy.
--------------------------------------------------------------------------------
MISCELLANEOUS
--------------------------------------------------------------------------------
The cost of soliciting proxies will be borne by the Company. The Company
will reimburse brokerage firms and other custodians, nominees and fiduciaries
for reasonable expenses incurred by them in sending proxy materials to the
beneficial owners of Common Stock. In addition to solicitations by mail,
directors, officers, and regular employees of the Company or the Bank may
solicit proxies personally or by telegraph or telephone without additional
compensation.
--------------------------------------------------------------------------------
ANNUAL REPORT ON FORM 10-K
--------------------------------------------------------------------------------
A copy of the Company's Annual Report on Form 10-K for the fiscal year
ended December 31, 2006 as filed with the Securities and Exchange Commission
will be furnished without charge to shareholders as of the Record Date upon
written request to the Chief Financial Officer, Parke Bancorp, Inc., 601 Delsea
Drive, Washington Township, New Jersey 08080.
BY ORDER OF THE BOARD OF DIRECTORS
/s/ David O. Middlebrook
David O. Middlebrook
Corporate Secretary
19
--------------------------------------------------------------------------------
PARKE BANCORP, INC.
601 DELSEA DRIVE
WASHINGTON TOWNSHIP, NEW JERSEY 08080
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
ANNUAL MEETING OF SHAREHOLDERS
APRIL 24, 2007
--------------------------------------------------------------------------------
The undersigned hereby appoints the Board of Directors of Parke Bancorp,
Inc. (the "Company"), or its designee, with full powers of substitution, to act
as attorneys and proxies for the undersigned, to vote all shares of Common Stock
of the Company, which the undersigned is entitled to vote at the Annual Meeting
of Shareholders (the "Meeting"), to be held at The Terra Nova Restaurant, 590
Delsea Drive, Washington Township, New Jersey, on April 24, 2007, at 10:00 a.m.
and at any and all adjournments thereof, in the following manner:
FOR WITHHELD
--- --------
1. The election as director of the
nominees listed below: [ ] [ ]
Term to expire in 2008
Thomas Hedenberg
Richard Phalines
Ray H. Tresch
Term to expire in 2009
Vito S. Pantilione
Arret F. Dobson
Anthony J. Jannetti
Term to expire in 2010
Fred G. Choate
Jeffrey H. Kripitz
Jack C. Sheppard, Jr.
Edward Infantolino
FOR AGAINST ABSTAIN
--- ------- -------
2. The ratification of the appointment
of McGladrey & Pullen, LLP as the
Company's independent auditor for the
fiscal year ending December 31, 2007. [ ] [ ] [ ]
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The Board of Directors recommends a vote "FOR" the above listed nominees and
proposal.
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THIS SIGNED PROXY WILL BE VOTED AS DIRECTED, BUT IF NO INSTRUCTIONS ARE
SPECIFIED, THIS SIGNED PROXY WILL BE VOTED FOR THE PROPOSALS STATED. IF ANY
OTHER BUSINESS IS PRESENTED AT THE MEETING, THIS SIGNED PROXY WILL BE VOTED BY
THOSE NAMED IN THIS PROXY IN THEIR BEST JUDGMENT. AT THE PRESENT TIME, THE BOARD
OF DIRECTORS KNOWS OF NO OTHER BUSINESS TO BE PRESENTED AT THE MEETING.
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS
Should the undersigned be present and elect to vote at the Meeting, or at
any adjournments thereof, and after notification to the Secretary of the Company
at the Meeting of the shareholder's decision to terminate this proxy, the power
of said attorneys and proxies shall be deemed terminated and of no further force
and effect. The undersigned may also revoke this proxy by filing a subsequently
dated proxy or by written notification to the Secretary of the Company of his or
her decision to terminate this proxy.
The undersigned acknowledges receipt from the Company prior to the
execution of this proxy of a Notice of Annual Meeting of Shareholders and a
Proxy Statement dated March 29, 2007.
[ ] Check Box if You Plan
Dated: to Attend the Annual Meeting.
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PRINT NAME OF SHAREHOLDER PRINT NAME OF SHAREHOLDER
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SIGNATURE OF SHAREHOLDER SIGNATURE OF SHAREHOLDER
Please sign exactly as your name appears on this proxy. When signing as
attorney, executor, administrator, trustee, or guardian, please give your full
title.
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PLEASE COMPLETE, DATE, SIGN, AND MAIL THIS PROXY PROMPTLY IN THE ENCLOSED
POSTAGE-PREPAID ENVELOPE.
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