- 7 -
(15)
Includes 47,225 time-vested
r
estricted stock awards over which Mr. Lubow has votin
g
power.
(16)
Includes 23,612 time-vested restricted stock awards over which Mr. Redd
y
has votin
g
power.
(17)
Includes 31,117 time-vested restricted stock awards over which Mr. McCaffer
y
has votin
g
power.
(18)
Includes 23,612 time-vested restricted stock awards over which Mr. Gunther has votin
g
power.
(19)
Mr. Nolan currently serves as a consultant to the Company. Prior to the merger on February 1, 2021, Mr. Nolan served
as Senior Executive Vice President, Chief Operatin
g
Officer, and Corporate Secretar
y
of Brid
g
e.
(20)
Includes 30,925 time-vested restricted stock awards over which Mr. Santacroce has votin
g
power.
(21)
Includes 22,184 time-vested restricted stock awards over which Mr. Manseau has votin
g
power.
(22)
Includes 312,301 shares of time-vested restricted stock awards over which the directors/executive officers have voting
p
ower.
PROPOSAL 1. - ELECTION OF DIRECTORS
General
The Company’s Board of Directors currently consists of twelve (12) members. Each year each director is elected to serve
for a one year term and until their respective successors shall have been elected and qualified.
The Board of Directors has nominated the following directors to serve on the Board for a term to expire at the 2022 annual
meeting of shareholders.
The business experience of each of the Company’s directors nominated to be elected as directors, as well as the
qualifications, attributes and skills that led the Board of Directors to conclude that each director should serve on
the Board are as follows:
Directors
Kenneth J. Mahon. Age 70; Director since 2021
Mr. Mahon was appointed to the Board of Directors of the Company and as Executive Chairman of the Board of Directors
simultaneously with the closing of the merger with Legacy Dime on February 1, 2021.
He previously served as a director
of Legacy Dime since 2002 and as Chief Executive Officer of Legacy Dime since 2017.
He joined the legacy Dime
Community Bank (“DCB”) in 1980, where he was a director since 1998.
Mr. Mahon was elected to serve on the board of
the Federal Home Loan Bank of New York in 2017. He currently serves as a board member of the Committee for Hispanic
Children and Families, and was formerly a director of Southside United HDFC (“Los Sures”), a community support
organization in Williamsburg, Brooklyn, and Brooklyn Legal Services Corporation A, a non-profit which provides legal
services for low income families in Brooklyn.
Mr. Mahon is a member of the Financial Managers Society, the National
Investor Relations Institute and the National Association of Corporate Directors.
Mr. Mahon’s extensive knowledge of
the community banking industry, as well as his experience with Legacy Dime and DCB, provide valuable resources to the
Company.
Marcia Z. Hefter. Age 77; Director since 1989
Ms. Hefter was appointed Lead Director of the Board of Directors effective with the closing of the merger with Legacy
Dime on February 1, 2021.
Ms. Hefter has been a director of the Company since 1989 and served as Bridge’s Board
Chairperson since 2008. She is senior counsel in the law firm Esseks, Hefter, Angel, Di Talia & Pasca, LLP located in
Riverhead, New York.
Ms. Hefter’s background as a lawyer and long standing service as a director provides the Board of
Directors with a unique perspective and counsel in its oversight of the Company.
Rosemarie Chen. Age 54; Director since 2021
Ms. Chen was appointed a director of the Company effective with the closing of the merger with Legacy Dime on February
1, 2021.
She previously served as a director of Legacy Dime and DCB since 2017.
Ms. Chen is currently the Global
Financial Services Practice Leader at Willis Towers Watson, a global advisory, broker, and solutions company where she
advises companies on strategic human capital issues along with leading initiatives relating to Fintech since 2016. Prior to
joining Willis Towers Watson, Ms. Chen held senior executive roles with Deloitte Consulting (Senior Manager - 2013 to
2016) and Aon Hewitt/McLagan Partners (Head of US Infrastructure Services and Support - 2003 to 2016). Ms. Chen’s