UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): February 24, 2014
GEORGETOWN BANCORP, INC.
(Exact Name of Registrant as Specified in its Charter)
Maryland |
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001-35595 |
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80-0817763 |
(State or Other Jurisdiction |
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(Commission File No.) |
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(I.R.S. Employer |
2 East Main Street, Georgetown, MA |
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01833 |
(Address of Principal Executive Offices) |
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(Zip Code) |
Registrants telephone number, including area code: 978-352-8600
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On February 24, 2014, the Board of Directors of Georgetown Bank (the Bank), the wholly owned savings bank subsidiary of Georgetown Bancorp, Inc. (the Company), adopted individual compensation plans for certain officers of the Bank. The individual incentive plans were adopted pursuant to the Banks Incentive Compensation Plan, which was previously disclosed as Exhibit 10.4 to the Annual Report on Form 10-K of Georgetown Bancorp, Inc., our predecessor federal corporation, filed with the SEC on March 31, 2011.
The individual incentive plans for Robert E. Balletto, President and Chief Executive Officer of the Bank, Philip J. Bryan Executive Vice President and Chief Operating Officer of the Bank and Joseph W. Kennedy, Senior Vice President and Chief Financial Officer of the Bank are attached as Exhibits 10.1, 10.2 and 10.3 respectively, to this Form 8-K.
The incentive plans have three levels of performance, at which payments can be made. There are minimum thresholds of performance regarding CAMELS ratings and asset quality that must be maintained in order to receive payment for the achievement of the incentive goals.
Mr. Ballettos plan provides for a target payment of $34,920, or 18% of current annual salary with the following performance categories: (i) achievement of return on assets (ROA) targets; (ii) achievement of mortgage banking income targets; (iii) achievement of efficiency ratio targets. The target payment can be increased on a sliding scale for improvement in ROA performance, mortgage banking income performance and efficiency ratio performance.
Mr. Bryans plan provides for a target payment of $20,350, or 11% of current annual salary with the following performance categories: (i) achievement of ROA targets; (ii) achievement of mortgage banking income targets; (iii) achievement of commercial and retail checking account deposit growth targets; (iv) achievement of commercial loan growth targets. The target payment can be increased on a sliding scale for improvement in ROA performance, mortgage banking income performance and commercial loan growth performance.
Mr. Kennedys plan provides for a target payment of $14,960, or 11% of current annual salary with the following performance categories: (i) achievement of ROA targets; (ii) achievement of efficiency ratio targets; (iii) achievement of net interest margin percentage targets. The target payment can be increased on a sliding scale for improvement in ROA performance, efficiency ratio performance and net interest margin performance.
The total cost of the incentive plan for all eligible employees would be approximately $200,179, assuming that all incentive targets were exceeded at various levels and at existing salary levels. The actual cost will vary dependent upon performance.
The individual incentive plans referred to above are filed as Exhibits hereto, and the foregoing descriptions of such plans are qualified by reference to the plans themselves.
Item 9.01. Financial Statements and Exhibits.
(a) Not Applicable.
(b) Not Applicable.
(c) Not Applicable.
(d) Exhibits
10.1 Individual Incentive Plan for Robert E. Balletto
10.2 Individual Incentive Plan for Philip J. Bryan
10.3 Individual Incentive Plan for Joseph W. Kennedy
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.
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GEORGETOWN BANCORP, INC. | ||
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DATE: February 26, 2014 |
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By: |
\s\ Joseph W. Kennedy |
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Joseph W. Kennedy |
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Senior Vice President and Chief Financial |
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Officer and Treasurer |
Exhibit 10.1
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2014 Incentive Compensation Plan |
Employee Robert E. Balletto |
2014 Base Salary |
$ |
194,000 |
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Title President/CEO |
2014 Bonus Target |
18 |
% |
$ |
34,920 |
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Thresholds Maintain CAMELS rating at one of the two highest ratings
Maintain an Asset Quality rating of Satisfactory or better
Maintain Loan Quality Control rating at Satisfactory or better
Goal #1: Achieve Return on Assets
Annual Payout Target |
30% |
= |
$ |
10,476 |
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Payout |
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Goals |
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95% of Budget |
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$ |
3,457 |
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At Budget |
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$ |
6,914 |
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106% of Budget |
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$ |
10,476 |
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Stretch Goal |
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Every .03% over 106% of Budget |
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$ |
3,457 |
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Goal #2: Total Mortgage Banking Income
Annual Payout Target |
30% |
= |
$ |
10,476 |
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Payout |
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Goals |
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At Budget |
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$ |
5,238 |
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110% of Budget |
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$ |
10,476 |
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Stretch Goal |
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Every $118K over 110% of Budget |
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$ |
3,492 |
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Goal #3: Achieve Efficiency Ratio
Annual Payout Target |
40% |
= |
$ |
13,968 |
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Payout |
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Goals |
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102% of Budget |
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$ |
4,656 |
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At Budget |
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$ |
9,312 |
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97% of Budget |
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$ |
13,968 |
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Stretch Goal |
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Every 2% under 97% of Budget |
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$ |
4,656 |
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NOTES:
Bonus targets are based on Georgetown Bancorp Inc. 2014 budget.
All dollar figures are based on estimates of annualized salary. Incentive payments are based on the employees actual base compensation for the fiscal year, which includes straight time pay, vacation, holiday, personal, sick and jury duty pay. Overtime and other payments including previous years bonus payout will be excluded from the calculation.
To be eligible for the Incentive Compensation, the employee must be actively employed, performing at a level of satisfactory or above, and not be on a written warning at the time of the incentive payment.
The Bank shall have the right to rescind and recoup or clawback incentive payments paid under this plan if the Compensation Committee concludes that such awards were paid out based on information that is later found to be materially incorrect, including payments that were determined, in whole or in part, on financial statement information that is subsequently restated.
By signing below I confirm receipt of my Incentive Compensation Plan and my understanding of the provisions stated above.
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Robert E. Balletto |
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Date |
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Kathleen R. Sachs, Director |
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Date |
Chair, Compensation Committee |
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Exhibit 10.2
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2014 Incentive Compensation Plan Effective January 1, 2014 Personal and Confidential |
Employee Philip J. Bryan |
2014 Base Salary |
$ |
185,000 |
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Title EVP/COO |
2014 Bonus Target |
11 |
% |
$ |
20,350 |
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Thresholds Maintain CAMELS rating at one of the two highest ratings
Maintain an Asset Quality rating of Satisfactory or better
Maintain Loan Quality Control rating at Satisfactory or better
Goal #1: Achieve Return on Assets
Annual Payout Target |
20% |
= |
$ |
4,070 |
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Payout |
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Goals |
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95% of Budget |
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$ |
1,343 |
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At Budget |
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$ |
2,686 |
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106% of Budget |
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$ |
4,070 |
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Stretch Goal |
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Every .03% over 106% of Budget |
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$ |
1,343 |
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Goal #2: Total Mortgage Banking Income
Annual Payout Target |
35% |
= |
$ |
7,123 |
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Payout |
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Goals |
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At Budget |
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$ |
3,561 |
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110% of Budget |
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$ |
7,123 |
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Stretch Goal |
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Every $118K over 110% of Budget |
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$ |
2,374 |
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Goal #3: Increase Commercial and Retail Checking Account Deposits (no Money Market)
Annual Payout Target |
35% |
= |
$ |
7,123 |
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Payout |
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Goals |
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95% of Budget |
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$ |
2,350 |
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At Budget |
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$ |
4,701 |
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115% of Budget |
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$ |
7,123 |
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Stretch Goal |
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Every $1.3M over 115% of Budget |
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$ |
2,350 |
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Goal #4: Increase Commercial Loan Balances
Annual Payout Target |
10% |
= |
$ |
2,035 |
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Payout |
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Goals |
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95% of Budget |
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$ |
672 |
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At Budget |
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$ |
1,343 |
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110% of Budget |
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$ |
2,035 |
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Stretch Goal |
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Every $2M over 110% of Budget |
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$ |
672 |
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NOTES:
Bonus targets are based on Georgetown Bancorp Inc. 2014 budget.
All dollar figures are based on estimates of annualized salary. Incentive payments are based on the employees actual base compensation for the fiscal year, which includes straight time pay, vacation, holiday, personal, sick and jury duty pay. Overtime and other payments including previous years bonus payout will be excluded from the calculation.
To be eligible for the Incentive Compensation, the employee must be actively employed, performing at a level of satisfactory or above, and not be on a written warning at the time of the incentive payment.
The Bank shall have the right to rescind and recoup or clawback incentive payments paid under this plan if the Compensation Committee concludes that such awards were paid out based on information that is later found to be materially incorrect, including payments that were determined, in whole or in part, on financial statement information that is subsequently restated.
By signing below I confirm receipt of my Incentive Compensation Plan and my understanding of the provisions stated above.
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Philip J. Bryan |
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Date |
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Robert E. Balletto, CEO/President |
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Date |
Exhibit 10.3
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2014 Incentive Compensation Plan Effective January 1, 2014 |
Employee Joseph W. Kennedy |
2014 Base Salary |
$ |
136,000 |
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Title SVP/CFO |
2014 Bonus Target |
11 |
% |
$ |
14,960 |
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Thresholds Maintain CAMELS rating at one of the two highest ratings
Maintain an Asset Quality Rating of Satisfactory or better
Goal #1: Achieve Return on Assets
Annual Payout Target |
60% |
= |
$ |
8,976 |
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Payout |
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Goals |
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95% of Budget |
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$ |
2,962 |
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At Budget |
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$ |
5,924 |
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106% of Budget |
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$ |
8,976 |
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Stretch Goal |
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Every .03% over 106% of Budget |
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$ |
2,962 |
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Goal #2: Achieve Efficiency Ratio
Annual Payout Target |
20% |
= |
$ |
2,992 |
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Payout |
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Goals |
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102% of Budget |
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$ |
997 |
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At Budget |
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$ |
1,995 |
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97% of Budget |
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$ |
2,992 |
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Stretch Goal |
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Every 2% under 97% of Budget |
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$ |
997 |
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Goal #3: Achieve Net Interest Margin Percentage
Annual Payout Target |
20% |
= |
$ |
2,992 |
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Payout |
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Goals |
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98% of Budget |
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$ |
987 |
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At Budget |
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$ |
1,975 |
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102% of Budget |
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$ |
2,992 |
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Stretch Goal |
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Every 0.07% over 102% of Budget |
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$ |
987 |
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NOTES:
Bonus targets are based on Georgetown Bancorp Inc. 2014 budget.
All dollar figures are based on estimates of annualized salary. Incentive payments are based on the employees actual base compensation for the fiscal year, which includes straight time pay, vacation, holiday, personal, sick and jury duty pay. Overtime and other payments including previous years bonus payout will be excluded from the calculation.
To be eligible for the Incentive Compensation, the employee must be actively employed, performing at a level of satisfactory or above, and not be on a written warning at the time of the incentive payment.
The Bank shall have the right to rescind and recoup or clawback incentive payments paid under this plan if the Compensation Committee concludes that such awards were paid out based on information that is later found to be materially incorrect, including payments that were determined, in whole or in part, on financial statement information that is subsequently restated.
By signing below I confirm receipt of my Incentive Compensation Plan and my understanding of the provisions stated above.
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Joseph W. Kennedy |
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Date |
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Robert E. Balletto, CEO/President |
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Date |