First Bank : Definitive Proxy/Information Statements

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Table of Contents SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ 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)) Definitive Proxy Statement Definitive Additional Materials Soliciting Material Pursuant to § 240.14a-12 First Bank (Name of Registrant as Specified In Its Charter) (Name of Person(s) Filing Proxy Statement, if other than the Registrant) Payment of Filing Fee (Check the appropriate box): No fee required. Fee paid previously with preliminary materials. Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a6(i)(1) and 0-11. Table of Contents 2465 Kuser Road Hamilton, New Jersey 08690 March 21, 2025 To Our Shareholders: We cordially invite you to attend the Annual Meeting of Shareholders of First Bank (the "Bank"), to be held on April 25, 2025 at 10:00 a.m., Eastern Time, at The Stone Terrace, 2275 Kuser Road, Hamilton, New Jersey 08690. At this meeting, shareholders will be asked to (i) elect eleven (11) directors to First Bank's Board of Directors to serve until the 2026 Annual Meeting, (ii) on an advisory basis, the 2024 compensation paid to First Bank's named executive officers as disclosed in the attached proxy statement, and (iii) ratify the appointment of BDO USA, P.C. as First Bank's independent registered public accounting firm for the fiscal year ending December 31, 2025. During the Annual Meeting, we will also report on the operations of the Bank. Directors and executive officers of the Bank will be available to respond to any questions you may have. It is important that your shares be represented at the meeting regardless of the number of shares you may hold. Whether or not you plan to attend the Annual Meeting, please act promptly so that your shares may be voted in accordance with your wishes. You may vote your shares by mail by marking, signing and dating the enclosed proxy card and returning it in the postage-paid return envelope included, or you may vote by telephone or the Internet by following the instructions provided on the proxy card. If you attend the Annual Meeting, you may vote your shares in person, even if you have previously submitted a proxy by mail, telephone or Internet. We look forward to seeing you at the Annual Meeting. Very Truly Yours, Patrick M. Ryan Chairman of the Board Table of Contents 2465 Kuser Road Hamilton, New Jersey 08690 NOTICE OF ANNUAL MEETING OF SHAREHOLDERS To be Held on April 25, 2025 Notice is hereby given that the Annual Meeting of the Shareholders (the "Annual Meeting") of First Bank (the "Bank") will be held at The Stone Terrace, 2275 Kuser Road, Hamilton, New Jersey 08690, on April 25, 2025 at 10:00 a.m., Eastern Time, for the purpose of considering and voting upon the following matters, all of which are more completely set forth in the accompanying Proxy Statement: a proposal to elect the eleven (11) persons named in the accompanying proxy statement to serve as directors of First Bank until the 2026 Annual Meeting and thereafter until their successors shall have been duly elected and qualified; a proposal to approve, on an advisory basis, the 2024 compensation paid to First Bank's named executive officers as disclosed in the attached proxy statement; a proposal to ratify the appointment of BDO USA, P.C. as First Bank's independent registered public accounting firm for the fiscal year ending December 31, 2025; and Such other business as shall properly come before the Annual Meeting or any adjournment or postponement thereof. Only holders of record or shareholders of the Bank's common stock (the "Common Stock") at the close of business on March 6, 2025 will be entitled to vote at the Annual Meeting or any adjournment or postponement thereof. You are requested to complete, sign, date and return the enclosed proxy promptly, regardless of whether you expect to attend the Annual Meeting or vote by telephone or the Internet by following the instructions provided on the proxy card. A postage-paid return envelope is enclosed for your convenience should you decide to vote by mail. If you attend the Annual Meeting, you may vote in person even if you have already returned your proxy. By order of the Board of Directors Donna Bencivengo, Corporate Secretary Hamilton, New Jersey March 21, 2025 Table of Contents IMPORTANT - PLEASE MAIL YOUR PROXY PROMPTLY THE PROMPT RETURN OF PROXIES IN THE ENCLOSED POSTAGE-PAID RETURN ENVELOPE OR THE VOTING OF YOUR SHARES BY TELEPHONE OR THE INTERNET WILL ENSURE THERE IS SUFFICIENT REPRESENTATION AT THE ANNUAL MEETING TO CONSTITUTE A QUORUM. IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON APRIL 25, 2025: FIRST BANK ' S PROXY STATEMENT AND ANNUAL REPORT TO SHAREHOLDERS ON FORM 10-K ARE EACH AVAILABLE ON THE INTERNET AT https://FRBA.q4ir.com/sec-filings/documents/default.aspx . Table of Contents TABLE OF CONTENTS Page About the Annual Meeting 1 PROPOSAL 1 ELECTION OF DIRECTORS 4 Director Nominees 4 Information About the Board of Directors and Management 5 2024 Director Compensation 7 Non Director Executive Officers 8 Board Composition and Refreshment Process 9 Board Independence 10 Risk Oversight 11 Board of Directors and Committees 11 Audit and Risk Management Committee and Report 11 Nominating and Governance Committee 12 Compensation Committee 13 Executive Compensation 13 Related Party Transactions 31 PROPOSAL 2 ADVISORY VOTE TO APPROVE NAMED EXECUTIVE OFFICER COMPENSATION 31 PROPOSAL 3 RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM 32 Security Ownership of Certain Beneficial Owners and Management 33 Delinquent Section 16(a) Reports 35 SHAREHOLDER PROPOSALS AND NOMINATIONS 36 OTHER MATTERS 36 i Table of Contents PROXY STATEMENT FOR ANNUAL MEETING OF SHAREHOLDERS To Be Held on April 25, 2025 This Proxy Statement is being furnished to shareholders of First Bank (the "Bank " or the "Company") in connection with the solicitation of proxies by the Bank's Board of Directors (the "Board of Directors" or the "Board") to be used at the Annual Meeting of Shareholders (the "Annual Meeting") of the Bank to be held April 25, 2025 at 10:00 a.m., local time, at The Stone Terrace, 2275 Kuser Road, Hamilton, New Jersey, 08690, or such later date to which the Annual Meeting may be adjourned or postponed. About the Annual Meeting Why have I received these materials? This Proxy Statement was mailed on or about March 21, 2025, to holders of First Bank common stock ("Common Stock") as of the close of business on March 6, 2025 (the "Record Date"). The Board of Directors is soliciting proxies in connection with the Annual Meeting that will be held on April 25, 2025. You are cordially invited to attend the Annual Meeting and are requested to vote on the proposals described in this Proxy Statement. Who is entitled to vote at the Annual Meeting? Holders of Common Stock as of the close of business on the Record Date will be entitled to vote at the Annual Meeting. On the Record Date, there were 25,189,125 shares of Common Stock outstanding and entitled to vote. Each share of our Common Stock entitles the holder to one vote with respect to all matters submitted to shareholders at the Annual Meeting. Beneficial owners of shares of our Common Stock may direct the record holder of the shares on how to vote the shares held on their behalf. How do I vote my shares at the Annual Meeting? If you are a "record" shareholder of Common Stock (that is, if you hold Common Stock in your own name as of the Record Date in the Bank's stock records maintained by our transfer agent, Computershare), you may vote by proxy or in person at the Annual Meeting. To vote by proxy, you may use one of the following methods: telephone voting, by dialing the toll free number (1-800-690-6903) and following the instructions on your proxy card; or Internet voting, by accessing the website address (www.proxyvote.com) stated on the proxy card and following the instructions; or by mail, by completing and returning the proxy card in the enclosed postage-paid return envelope. If you hold your shares in "street" name through your broker you must follow the instructions for voting provided by your broker. Your vote is important. Accordingly, regardless of whether or not you plan to attend the Annual Meeting, we urge you to promptly submit your vote by telephone or internet according to the instructions on the proxy card or by signing, dating, and returning the accompanying proxy card. If you do attend, you may vote by ballot at the Annual Meeting, thereby canceling any proxy previously given. 1 Table of Contents What is a Beneficial Owner of Shares and How Can I Vote if I am a Beneficial Owner? If, on the Record Date, your shares of Common Stock were not held in your name, but rather were held in an account at a brokerage firm, bank, dealer, or other similar organization on your behalf, then you are the beneficial owner of shares held in "street name," and these proxy materials have been forwarded to you by that organization. The organization holding your account is considered to be the shareholder of record for purposes of voting at the Annual Meeting and is required to vote those shares in accordance with your instructions. If you do not give instructions to the organization holding your account, then the organization will have discretion to vote the shares with respect to "routine" matters but will not be permitted to vote the shares with respect to "non-routine" matters. See "What Matters at the Annual Meeting are 'Routine' and 'Non-Routine'?" below. As a beneficial owner, you are invited to attend the Annual Meeting. If you are a beneficial owner and not the shareholder of record, you may not vote your shares in person at the Annual Meeting unless you request and obtain a valid proxy from your broker or other agent. Can I change my vote after I return my proxy card? Any shareholder of record has the power to revoke his or her proxy at any time before it is voted. You may revoke your proxy before it is voted at the Annual Meeting by: voting again by telephone or the Internet, or completing a new proxy card with a later date - your latest vote that is received in advance of the Annual Meeting will be counted; filing with the Corporate Secretary of the Bank notice of such revocation in writing to 2465 Kuser Road, Hamilton, New Jersey 08690, which notice must be received in advance of the Annual Meeting; or appearing at the Annual Meeting and giving the Corporate Secretary written notice of your intention to vote in person. If you hold your shares in "street" name through your broker and you have instructed a broker or other agent to vote your shares, you must follow directors from your broker or other agent to change your vote. What constitutes a quorum for purposes of the Annual Meeting? The presence at the Annual Meeting in person or by proxy of the holders of a majority of the voting power of all outstanding shares of Common Stock entitled to vote shall constitute a quorum for the transaction of business. Proxies marked as abstaining (including proxies containing broker non-votes) on any matter to be acted upon by shareholders will be treated as present at the Annual Meeting for purposes of determining a quorum but will not be counted as votes cast on such matters. What Matters at the Annual Meeting are " Routine " and " Non-Routine " ? Proposal 1, the election of eleven (11) directors, and Proposal 2, the advisory vote on the compensation of our named executive officers, are "non-routine" matters. Proposal 3, the ratification of the appointment of BDO USA, P.C. as the Bank's independent registered public accounting firm for the fiscal year ending December 31, 2025, is a "routine" matter. If you beneficially hold your shares in street name and you do not submit specific voting instructions to your broker or other agent, your broker or other agent may generally vote your shares in its discretion on matters designated as "routine" under rules applicable to broker-dealers. However, a broker cannot vote shares held in street name on matters designated by these rules as "non-routine," unless the broker or other agent receives specific voting instructions from the beneficial holder. What are " broker non-votes " ? Broker non-votes occur when a beneficial owner of shares held in street name does not give instructions to the broker or other agent holding the shares as to how to vote on matters deemed "non-routine." Generally, if shares are held in street name, the beneficial owner of the shares is entitled to give voting instructions to the broker or other agent holding the shares. If the beneficial owner does not provide voting instructions, the broker or other agent can still vote the shares with respect to matters that are considered to be "routine," but not with respect to "non-routine" matters. In the event that a broker or other agent holding the shares of common stock indicates on a proxy that it does not have discretionary authority to vote certain shares on a particular proposal, then those shares will be treated as broker non-votes with respect to that proposal. Accordingly, if you own shares through a broker or other agent, please be sure to instruct your nominee to vote to ensure that your vote is counted on each of the proposals. 2 Table of Contents What are the Voting Requirements to Approve Each Proposal to be Submitted to Shareholders? The vote required to elect directors and approve each of the matters scheduled for a vote at the Annual Meeting is set forth below: Proposal Vote Required Board Recommendation 1. Election of eleven (11) directors Plurality of votes cast FOR 2. Advisory vote to approve the 2024 compensation paid to our named executive officers Majority of votes cast FOR as disclosed in this Proxy Statement 3. Ratification of appointment of BDO USA, P.C. as the Bank's independent registered Majority of votes cast FOR public accounting firm for the fiscal year ending December 31, 2025 What Is the Effect of Votes Withheld, Abstentions and Broker Non-Votes On Each of the Proposals? Votes that are withheld or any abstentions from voting will not be counted in determining the number of votes cast with respect to any of the proposals. As explained above, because Proposals 1 and 2 are considered "non-routine," if a beneficial owner does not instruct the broker or other agent how to vote the shares, broker non-votes will result. Broker non-votes will not be counted in determining the number of votes cast with respect to these proposals. Because Proposal 3 is considered "routine," the broker or other agent will have discretion to vote any shares with respect to which a beneficial owner does not provide instructions, and no broker non-votes will occur with respect to this proposal. Why is it important to vote my shares? If there is not a quorum present in person or by proxy at the Annual Meeting, the meeting will be adjourned to solicit additional proxies. This will cause additional expense and delay for the Bank. What vote is required to approve each item? The election of directors at the Annual Meeting requires the affirmative vote of a plurality of the votes cast at the Annual Meeting by shares represented in person or by proxy and entitled to vote for the election of Directors. This means that those eleven (11) nominees getting the largest number of votes, even if not a majority of the votes, will be elected. The approval of the non-binding advisory resolution approving the compensation of our named executive officers and the ratification of the appointment of the Bank's independent registered public accounting firm each requires the affirmative vote of a majority of the votes cast at the Annual Meeting in person or by proxy. How does the Board recommend that I vote my shares? Unless you give other instructions on your proxy card, the persons named as proxies on the card will vote in accordance with the recommendations of the board of directors. The Board's recommendations are set forth together with the description of each item in this Proxy Statement. In summary, the Board recommends a vote: "FOR " each of the eleven (11) Director nominees to the board of directors; "FOR " the approval of the non-binding advisory resolution approving the compensation paid to our named executive officers as disclosed in this Proxy Statement; and "FOR " ratification of the appointment of BDO USA, P.C. as the Bank's independent registered public accounting firm for the fiscal year ending December 31, 2025. With respect to any other matters that properly come before the Annual Meeting, or any adjournment or postponement thereof, the proxy holders will vote as recommended by the Board or, if no recommendation is given, in their own discretion in the best interests of the Bank. As of the date of this Proxy Statement, the Board had no knowledge of any business other than that described in this Proxy Statement that would be presented for consideration at the Annual Meeting. 3 Table of Contents Who will bear the expense of soliciting proxies? The Bank will bear the cost of soliciting proxies. In addition to the solicitation by mail, proxies may be solicited personally or by telephone, facsimile or electronic transmission by our directors, officers and employees acting on behalf of the Bank. No additional compensation will be paid to our directors, officers, or employees for such services. We 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 our stock. Shareholder Communications First Bank shareholders and other interested persons may communicate with members of the board of directors by writing to: Leslie E. Goodman, Vice Chairman and Lead Independent Director First Bank 2465 Kuser Road Hamilton, New Jersey 08690 PROPOSAL 1 ELECTION OF DIRECTORS First Bank's Certificate of Incorporation provides that the number of directors shall not be fewer than five (5) or more than twenty five (25) and permits the exact number to be determined from time to time by the board of directors. There are no arrangements or understandings between any director or nominee and any other person pursuant to which such individual was selected as a director or nominee. Current director John Strydesky is not standing for re-election at the Annual Meeting. Director Strydesky will continue as a director until immediately prior to the Annual Meeting. The First Bank Board of Directors has nominated for election to the board of directors the persons named below. Each nominee currently serves as a member of the board of directors. The Board of Directors has no reason to believe that any of the nominees will be unavailable to serve if elected. As of the First Bank Shareholder Meeting, the board of directors will consist of eleven (11) members. Mr. Patrick M. Ryan, Chairman, is the father of Director, President and Chief Executive Officer Patrick L. Ryan. The following table sets forth the names, ages, principal occupations, and business experience for all nominees, as well as their prior service on the board of directors, if any. Director Nominees Director Name and Position with First Bank A g e Principal Occupation for Past Five Years S i n c e Patrick M. Ryan, Chairman 8 0 Owner and real estate investor for North Buffalo Advisors, LLC; Chairman of First Bank; former President and Chief 2011 Executive Officer of Yardville National Bank Leslie E. Goodman, Vice Chairman 8 1 Principal of The Eagle Group of Princeton, Inc. 2008 Patrick L. Ryan, President and Chief Executive 4 9 President and Chief Executive Officer of First Bank 2008 Officer Zaid Alsikafi 4 9 Self-Employed private investor; former managing director at Madison Dearborn Partners 2024 Douglas C. Borden 6 4 Northeast President for CBIZ Insurance Services; former Partner, Borden Perlman Insurance Agency; former Director 2017 of Hopewell Valley Community Bank Andrew Fish 4 1 Managing member of the Real Estate Equity Company ("TREECO"); former Director of Malvern Bancorp, Inc. and 2023 Malvern Bank, NA. Scott R. Gamble 6 5 Principal at Patriot Financial Partners, L.P.; former regional president at BB&T Bank 2020 Deborah Paige Hanson 6 3 Principal, Executive Vice President and Fund Manager of the Hampshire Companies 2016 Glenn M. Josephs 7 0 Retired Partner, Friedman, LLP, formerly Partner, Bagell, Josephs, Levine and Company, LLC 2008 Michael E. Salz 5 4 Retired President of Linden Bulk Transportation, LLC, a subsidiary of Odyssey Logistics & Technology Corporation; 2017 former Chief Operating Officer of Linden Bulk Transportation, LLC; former owner of Linden Bulk Transportation Co. Inc. Neha Shah 4 7 President and co-founder of GEP, a globally recognized leader in digital supply chain and procurement transformation. 2024 4 Table of Contents First Bank encourages all directors to attend the First Bank Shareholder Meeting, but attendance is not mandatory. All of First Bank's directors who were then in office attended the 2024 First Bank Shareholder Meeting. Required Vote DIRECTORS WILL BE ELECTED BY THE AFFIRMATIVE VOTE OF A PLURALITY OF THE VOTES CAST AT THE FIRST BANK SHAREHOLDER MEETING. Recommendation THE BOARD OF DIRECTORS RECOMMENDS THAT THE SHAREHOLDERS VOTE " FOR " EACH OF THE NOMINEES SET FORTH ABOVE. Information About the Board of Directors and Management Patrick M. Ryan, 80, Chairman. Mr. Ryan is the owner of North Buffalo Advisors, LLC and P. Ryan Consulting, LLC, both financial and real estate investment advisory companies, positions he has held for over five years. He was the President and Chief Executive Officer ("CEO") of Yardville National Bank and its holding company from 1991 through its sale to PNC Corporation in 2007. Mr. Ryan has over 55 years of banking experience working for Yardville National Bank, Howard Savings Bank, Marine Midland Bank, Manufacturers Hanover, and M&T Bank. Mr. Ryan joined the board in 2011. Mr. Ryan is the father of Patrick L. Ryan, First Bank's President and CEO. In his capacity as the First Bank's Chairman of the Board, Mr. Ryan brings extensive knowledge of the commercial banking industry, gained over 55 years of experience, to the governance and leadership of the board of directors at First Bank. Leslie E. Goodman, 81, Vice Chairman. Mr. Goodman has been involved in banking since 1966, having served in a variety of senior management roles with regional and super regional banks throughout the late 1990s. He also served as an investor in and board member of a number of community banks since 2000. He is a Principal in The Eagle Group of Princeton, Inc., a commercial real estate investment and management company, a position he has held for over five years. Mr. Goodman joined the board in 2008. Mr. Goodman's substantial banking experience as an officer and a director qualifies him to serve on First Bank's board of directors. This experience, coupled with his lack of any relationship which would interfere with his exercise of independent judgment in carrying out the responsibilities of a director, makes him the best candidate to serve as Lead Independent Director. Patrick L. Ryan, 49, President and Chief Executive Officer. Mr. Ryan started his financial services career with Goldman Sachs followed by Medsite, Inc., an internet healthcare and technology company, and Bain Consulting, a management consulting firm. Mr. Ryan joined Yardville National Bank in 2005 as head of Strategic Planning and Corporate Development, responsible for strategy, mergers and acquisitions, branch expansion, investor relations, research, and analysis. He became First Senior Vice President, Emerging Markets Manager with responsibility for building and managing operations in Middlesex County, New Jersey. He remained with Yardville National Bank until it was sold to PNC Corporation in 2007. He then worked with the investor group that recapitalized First Bank. Mr. Ryan joined the board in 2008 and initially served as Chief Operating Officer. He became President and CEO in 2013. Mr. Ryan is the son of Patrick M. Ryan, Chairman of the Board. Mr. Ryan's position as First Bank's President and CEO, and his 21 years of banking experience, qualify him to serve on the board of directors at First Bank. Zaid Alsikafi, 49. Mr. Alsikafi is a self-employed private Investor. Most recently, he was a managing director at Madison Dearborn Partners, a private equity firm that focuses on investing in a wide range of industries, a position he held from 2001 through 2024. He has over 25 years of investing experience and has served as a board member for a number of Madison Dearborn Partner's portfolio companies, which qualifies him to serve on the board of directors at First Bank. 5 Attention : This is an excerpt of the original content. To continue reading it, access the original document here .

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