Item 8.01 Other Events
ConnectOne Bancorp, Inc. (the "Company") is providing additional information
regarding certain of its compensation policies, and specifically regarding its
annual incentive compensation program awards for 2022. In setting the
performance measures for 2022, the Company's Compensation Committee took into
account a number of factors, including the fact that during 2021, the Company
(like many financial institutions) recorded releases from its loan loss
reserves, benefiting 2021's performance, based on improved macroeconomic data.
While the macroeconomic data remained stable during 2022, the Company
experienced strong loan growth (an increase of $1.3 billion), resulting in a
provision during 2022 of $17.8 million, versus an allowance release of $5.5
million during 2021. The Committee also considered the Company's planned growth
and need for investment in talent, which resulted in an increase in average head
count of approximately 10% and increased employee compensation and benefits
expense by $16.9 million. Critical hires included a former Chief Lending Officer
of a Long Island based institution, along with his team, to bolster our Long
Island market and a health care lending team the Company hired from a competitor
bank that was sold. In addition, we provided additional financial support to our
Fintech subsidiary, Boefly. Based on the forgoing, the Company's Compensation
Committee believed that the targets set for 2002 reflected at least the same
level of rigor historically applied, if not an increase in rigor.
As can be seen from the table below, despite these changes year over year from
2021 to 2022, the Company's actual performance in 2022 would have qualified for
stretch payouts in either year under the Core Return on Assets and Operating
Efficiency Ratio metrics applied to the annual incentive compensation program in
either year:
Performance Threshold Threshold Target Target Stretch Stretch Actual
Measure 2021 2022 2021 2022 2021 2022 Performance
2022
Core Return on 1.05% 1.00% 1.25% 1.20% 1.45% 1.40% 1.47%
Assets
Operating 43.5% 44.0% 41.5% 42.0% 40.0% 40.0% 39.0%
Efficiency
Ratio
Finally, historically, the Company's Long Term Compensation Program has used a
single metric for performance to determine whether awards have been earned. In
order to keep pace with emerging best practices, beginning with Long Term
Compensation Awards granted in 2024, the Company's Compensation Committee will
begin considering more than one performance metric.
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