SECURITIES AND EXCHANGE COMMISSION


WASHINGTON, D.C. 20549

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

(Amendment No.)

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LAKELAND BANCORP, INC.


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LOGO

LAKELAND BANCORP, INC.



lakeland2020proxystat_imag.gif
250 OAK RIDGE ROAD

OAK RIDGE, NEW JERSEY 07438

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

TO BE HELD WEDNESDAY,TUESDAY, MAY 15, 2019

17, 2022


To our Shareholders:

You are invited to attend the Annual Meeting of Shareholders of Lakeland Bancorp, Inc. (the “Company” or “Lakeland”) to be held on Tuesday, May 17, 2022, at the Knoll Country Club West, 12 Knoll Drive, Boonton, New Jersey 07005 on Wednesday, May 15, 2019, at 5:8:00 p.m.a.m., and at any adjournments thereof,thereof. Please be advised that the Annual Meeting will be held exclusively as a virtual meeting. Shareholders who wish to voteattend the virtual meeting should register at https://register.proxypush.com/LBAI using the control number provided on your Notice of Internet Availability of Proxy Materials to receive the link to the virtual meeting website.
At the Annual Meeting, shareholders will act on the following matters:

1.

The election of four directors of the Company for the terms described in the proxy statement;

2.

Approval, on an advisory basis, of the executive compensation of the Company’s Named Executive Officers as described in this proxy statement;

3.

Ratification of the appointment of KPMG LLP as the Company’s independent registered public accounting firm for 2019; and

4.

The transaction of any other business as may properly come before the Annual Meeting and/or any adjournment or adjournments of the Annual Meeting.

1.    The election of four directors of the Company for the terms described in the proxy statement;
2.    Approval, on an advisory basis, of the executive compensation of the Company’s Named Executive Officers as described in this proxy statement;
3.    Ratification of the appointment of KPMG LLP as the Company’s independent registered public accounting firm for 2022; and
4.    The transaction of any other business as may properly come before the Annual Meeting and/or any adjournment or adjournments of the Annual Meeting.
The Notice of Internet Availability of Proxy Materials ("E-Proxy Notice"), which contains instructions on how to access the notice of annual meeting, proxy statement and annual report on the Internet and how to execute your proxy, is first being mailed to holders of our common stock on or about April 7, 2022. This notice also contains instructions on how to request a paper copy of the proxy materials.
Only shareholders of record at the close of business on March 28, 201925, 2022 are entitled to notice of, and to vote at, the Annual Meeting or any adjournment or adjournments thereof.

Your vote is very important. Whether or not you plan to attend the Annual Meeting, please sign and return the enclosed proxy cardvote by Internet, telephone or mail as promptly as possible, in the envelope provided to you, or vote by telephone or the Internet as instructed on the enclosed proxy card.

possible.

Sincerely,



Timothy J. Matteson

Executive Vice President,

Chief Administrative Officer,

General Counsel and Corporate Secretary

April 12, 2019

7, 2022






INTERNET AVAILABILITY OF PROXY MATERIALS
We are relying upon a U.S. Securities and Exchange Commission rule that allows us to furnish proxy materials to shareholders over the Internet. As a result, beginning on or about April 7, 2022, we sent by mail or e-mail a Notice of Internet Availability of Proxy Materials containing instructions on how to access our proxy materials, including our Proxy Statement and Annual Report to Shareholders, over the Internet and how to vote. Internet availability of our proxy materials is designed to expedite receipt by shareholders and lower the cost and environmental impact of our Annual Meeting. However, if you received such a notice and would prefer to receive paper copies of our proxy materials, please follow the instructions included in the Notice of Internet Availability of Proxy Materials.
If you received your proxy materials via e-mail, the e-mail contains voting instructions, including a control number required to vote your shares, and links to the Proxy Statement and the Annual Report to Shareholders on the Internet. If you received your proxy materials by mail, the Notice of Annual Meeting, Proxy Statement, proxy card and Annual Report to Shareholders are enclosed.
If you hold our common stock through more than one account, you may receive multiple copies of these proxy materials and will have to follow the instructions for each in order to vote all of your shares of our common stock.

Important notice regarding the availability of proxy materials for
the Annual Meeting of Shareholders to be held on May 15, 2019: 17, 2022
This proxy statementProxy Statement and our 2018 Annual Report on Form 10-K are available at www.lakelandbank.com.

https://investorrelations.lakelandbank.com/documents




Table of Contents

PAGESPage

About the Annual Meeting

ABOUT THE ANNUAL MEETING2

Proposal 1: Election of Directors1
5

PROPOSAL 1: ELECTION OF DIRECTORS

3

Board Composition and Qualifications

3
5

Stock Ownership Guidelines for Directors; Anti-Pledging Policy

4

Code of Ethics

4

Shareholder Communication with the Board

4

Nominating and Corporate Governance Committee Matters

4

Our Nominees and Continuing Directors

6

Board Nominees

7

Continuing Directors

7

Qualifications of our Board Members and Nominees

8

Board Meetings; Independence

10

Related Party Transactions

11

Policies and Procedures Concerning Related Party Transactions

11

Board Committees

11

Board and Committee Self Assessments

12

Audit Committee Matters

13

Audit Fees and Related Matters

13

Relationship with Independent Accountants

14

Compensation Committee Report

14

Other Compensation Committee Matters

15

Directors Compensation

15

STOCK OWNERSHIP OF MANAGEMENT AND PRINCIPAL SHAREHOLDERS

19

Directors and Executive Officers

19

Principal Shareholders

21

Section 16(a) Beneficial Ownership Reporting Compliance

22

EXECUTIVE COMPENSATION

23

Compensation Discussion and Analysis

23

Executive Summary

23

Overview

24

Executive Compensation Philosophy

25

Role of the Compensation Committee

25

Role and Relationship of the Compensation Consultant

25

Role of Management

26

Competitive Benchmarking and Peer Groups

26

Discussion of Executive Compensation Components

29

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PAGES

Base Salary

30

2018 Incentive Compensation Program

Our Nominees and Continuing Directors30
9

2018 Annual Incentive Plan

30

2017 Long-Term Incentive Plan (LTIP) Awards Made in 2018

32

2018 Long-Term Incentive Plan Opportunities

Board Meetings - Independence34
13

Other Elements of Compensation for Executive Officers

Environmental, Social and Governance (ESG) Matters and Board Oversight
14
35Related Party Policy
17
Board Committees
17

Employment and Other Agreements

Audit Committee Matters35
20

Compliance with Sections 162(m) and 409A of the Internal Revenue Code

35

Summary of Cash and Certain Other Compensation

37

Grant of Plan Based Awards

38

Outstanding Equity Awards at December 31, 2018

Directors Compensation
22
Stock Ownership of Directors, Management and Principal Shareholders39
24

Options Exercised and Stock Awards Vested

41

Pension Plans

42

DeferredExecutive Compensation

27
Compensation Discussion and Analysis43
27

Equity Compensation Plan Information

44

Compensation Committee Report
40
Summary Compensation Table
41
Employment Agreements and Other Arrangements with Named Executive Officers

44
48

Elective Deferral Plan

50
54
Pay Ratio Disclosure
54

Pay Ratio Disclsoure

Proposal 2: Advisory Approval of Our Named Executive Officers' Compensation		50
55
Proposal 3: Ratification of KPMG LLP as the Company's Independent Registered Public Accounting Firm for 2022
55

Board Leadership Structure and Role in Risk Oversight

Other Matters		51
56
Shareholder Proposals

PROPOSAL 2: ADVISORY APPROVAL OF OUR NAMED EXECUTIVE OFFICERS’ COMPENSATION56

52

PROPOSAL 3: RATIFICATION OF KPMG LLP AS THE COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2019

52

OTHER MATTERS

53

SHAREHOLDER PROPOSALS

53

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LAKELAND BANCORP, INC.

PROXY STATEMENT FOR ANNUAL MEETING


OF SHAREHOLDERS TO BE HELD ON MAY 15, 2019

Approximate Mailing Date is April 12, 2019

17, 2022

This proxy statement is being furnished to shareholders of Lakeland Bancorp, Inc. (the “Company” or “Lakeland”) in connection with the solicitation by the Company’s Board of Directors of proxies to be used at the Annual Meeting of Shareholders (the “Annual Meeting”) to be held on Tuesday, May 17, 2022 at the Knoll Country Club West, 12 Knoll Drive, Boonton, New Jersey 07005 on Wednesday, May 15, 2019, at 5:8:00 p.m.,a.m. local time, and at any adjournments thereof.

Please be advised that due to COVID-19, the Annual Meeting will be held exclusively as a virtual meeting. You are required to register for the virtual meeting by visiting https://register.proxypush.com/LBAI using the control number provided on your Notice and a link will be sent to you for the virtual meeting. A Notice of Internet Availability of Proxy Materials ("E-Proxy Notice") is first being sent to shareholders on or about April 7, 2022.


INTERNET AVAILABILITY OF PROXY MATERIALS
We are relying upon a U.S. Securities and Exchange Commission rule that allows us to furnish proxy materials to shareholders over the Internet. As a result, beginning on or about April 7, 2022, we sent by mail or e-mail a Notice of Internet Availability of Proxy Materials containing instructions on how to access our proxy materials, including our proxy statement and annual report to shareholders, over the Internet and how to vote. Internet availability of our proxy materials is designed to expedite receipt by shareholders and lower the cost and environmental impact of the Annual Meeting. However, if you received such a notice and would prefer to receive paper copies of our proxy materials, please follow the instructions included in the Notice of Internet Availability of Proxy Materials.
If you received your proxy materials via e-mail, the e-mail contains voting instructions, including a control number required to vote your shares, and links to the proxy statement and the annual report to shareholders on the Internet. If you received your proxy materials by mail, the Notice of Annual Meeting, proxy statement, proxy card and annual report to shareholders are enclosed.
If you hold our common stock through more than one account, you may receive multiple copies of these proxy materials and will have to follow the instructions for each in order to vote all of your shares of our common stock.
Important notice regarding the availability of proxy materials for
the Annual Meeting of Shareholders to be held on May 17, 2022
This Proxy Statement and our Annual Report on Form 10-K are available at
https://investorrelations.lakelandbank.com/documents


.



About the Annual Meeting

Q:    What matters will be voted on at the Annual Meeting?

A:You will be asked to vote on the following proposals:

proposals:

1.     The election of four directors of the Company for the terms described in the proxy statement;

2. Approval, on an advisory basis, of the executive compensation of the Company’s Named Executive Officers as described in this proxy statement;

3.    Ratification of the appointment of KPMG LLP as the Company’s independent registered public accounting firm for 2019;2022; and

4.    The transaction of any other business as may properly come before the Annual Meeting and/or any adjournment or adjournments of the Annual Meeting.

Q:     How are Proxy Materials being delivered?
A:     The 2022 Notice of Annual Meeting of Shareholders, this Proxy Statement, the Company's 2021 Annual Report on Form 10-K and the Proxy Card or Voting Instruction Form are referred to as our "proxy materials." Pursuant to the rules of the Securities and Exchange Commission (the "SEC"), we are furnishing our proxy materials to certain shareholders over the Internet. Most shareholders are receiving by mail a Notice of Internet Availability of Proxy Materials (an "E-Proxy Notice"), which provides general information about the annual meeting; the matters to be voted on at the annual meeting; the website where our proxy statement and annual report are available for review, downloading and printing; and instructions on how to submit proxy votes.
To request paper copies of, or an email with links to the electronic versions of, the proxy materials for the Annual Meeting or future annual meetings, please contact us on or before May 5, 2022 to facilitate a timely delivery in one of the following manners:
1.    Internet - Go to www.investorelections.com/LBAI. Follow the instructions to log in and request paper or email copies.
2.    Telephone - Call our toll-free number, 1-866-870-3684, in the United States or Canada, using a touch-tone telephone. Follow the instructions to log in and request paper or email copies.
3.    Email - Send an email to paper@investorelections.com with "LBAI Materials Request" in the subject line. The email must include:
a.    The 11-digit control number located in the box in the upper right hand corner on the front of the E-Proxy Notice.
b.    Your preference to receive printed materials via mail or to receive an email with links to the electronic materials.
c.    If you choose email delivery, you must include an email address.
d.    If you would like this election to apply to the delivery of materials for all future meetings, write the word "Permanent" and include the last four digits of your social security number or tax ID number in the email.
Q:     Who is entitled to vote at the Annual Meeting?

A:Holders of record of the Company’s common stock as of the close of business on March 28, 2019,25, 2022, the record date for the Annual Meeting, are entitled to receive notice of, and to vote at, the Annual Meeting. On the record date, a total of 50,435,66364,779,608 shares of our common stock were outstanding and entitled to vote, each of which is entitled to one vote with respect to each matter to be voted on at the Annual Meeting.

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Q:    How do I vote my shares?

A:    If you are a “record” shareholder of the Company’s common stock (that is, if you hold common stock in your own name as of March 28, 201925, 2022 on the Company’s stock records maintained by our transfer agent, American Stock Transfer andEquiniti Trust Company), you may vote byas described below:
1.    Internet - If you wish to vote using the Internet, you can access the webpage at https://www.proxypush.com/LBAI and follow the on-screen instructions or scan the QR code on your E-Proxy Notice with your smartphone. Please have your E-Proxy Notice or proxy or in person atcard available when you access the Annual Meeting. Towebpage.
2.    Telephone - If you wish to vote by proxy, you may use one of the following methods:

Telephone voting, by dialingtelephone, call the toll-free number, 1-866-883-3382 and followingfollow the instructions. Please have your E-Proxy Notice or proxy card available when you call.

3.    Mail - The E-Proxy Notice provides instructions on how you can request a paper copy of the proxy materials. If you have received a paper proxy card and wish to vote by mail, please sign your name exactly as it appears on your proxy card.

Internet voting, by accessing the Internet at the web address stated on the proxy card, date and following the instructions.

Mail, by completing and returning themail your proxy card in the enclosed envelope. The envelope requires no additional postage if mailed in the United States.

Please mail in time to be received by May 16, 2022.

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4.    At the Virtual Meeting - You may attend the Annual Meeting virtually and once logged in, you will be able to vote online during the Annual Meeting. If you submit a proxy and then wish to change or vote at the virtual meeting, you will need to revoke the proxy that you have submitted, as described below.

Q:    CanHow can I attend the Annual Meeting and vote in person?

Meeting?

A: Yes. If you     You will be able to attend the Annual Meeting virtually after registering at https://register.proxypush.com/LBAI on your computer, tablet or smartphone. You will need the latest versions of Chrome, Safari, Internet Explorer, Edge or Firefox. As a shareholder, you may deliverwill then be required to enter your completed proxy cardcontrol number, which is located in person orthe upper right-hand corner of the Notice. You will receive an email confirming your registration. Approximately one hour prior to the start of the virtual meeting, you maywill receive another email to the email address you provided during registration with a unique link to the virtual meeting.
Q:     How do I vote by completing a ballot, which will be available atmy shares and attend the Annual Meeting.

Q: WhatMeeting if I own my shares are registered in the name of my broker (or “street name”name")?

A:If your shares are registered in the name of ayour broker, bank or other nominee,agent, you are the “beneficial owner” of those shares and those shares are considered as held in “street name.” You should have received proxy materials and voting instructions from your broker, bank or other agent rather than directly from us. You should follow the instructions provided by that organization to ensure that your vote is counted.
If you wish to vote at the Annual Meeting, you will need to register for the meeting using the 16-digit control number provided by your broker, bank or other agent. You will receive a confirmation of your registration by email. Approximately one hour prior to the start of the virtual meeting, you will receive another email to the email address you provided during registration with a unique link to the virtual meeting and a link to the voting form your broker or other nominee sent you will provide voting instructions.

site.

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Q:     Can I change my vote after I return my proxy card?

A:     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:

1.    voting again by telephone or the Internet, or completing a new proxy card with a later date –date; your latest vote received in advance of the Annual Meeting will be counted;

or

2.    filing with the Secretary of the Company written notice of such revocation; or

appearing atrevocation sufficiently in advance of the Annual Meeting, by writing to

Timothy J. Matteson
Corporate Secretary    
250 Oak Ridge Road
Oak Ridge, New Jersey 07438; or
3.    attending the virtual Annual Meeting and giving the Secretary written notice ofcasting your intention to vote in person.

the manner set forth above.

If your shares are registered in street name, you should consult the voting instructions provided by your broker, banker or other nominee for information about changing your vote.
Q:     What is the deadline for voting by telephone or through the Internet?

A: The deadline for voting     Shareholders of record will be able to vote by telephone or throughby Internet until the Internet as a shareholder of records is 11:59 p.m., local time on May 14, 2019.polls are closed at the Annual Meeting. If your shares are registered in thestreet name, of a broker or other nominee, you should consult the voting instructions provided by your broker, banker or other nominee for information about the deadline for voting by telephone or through the Internet.

Q:     What constitutes a quorum for purposes of the Annual Meeting?

A:The presence at the Annual Meeting in personby virtual attendance 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 brokernon-votes) on any matter to be acted upon by shareholders will be treated as present at the meeting for purposes of determining a quorum but will not be counted as votes cast on such matters.

Q:     What vote is required to approve each proposal?

A:The election of directors (Proposal 1) 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. There is no cumulative voting. Approval of Proposal 2 (approval, on an advisory basis, of the executive compensation of the Company’s Named Executive Officers as described in this proxy statement) and Proposal 3 (ratification of the appointment of KPMG LLP as the Company’s independent registered public accounting firm for 2019)2022) will require the affirmative vote of a majority of the votes cast with respect to each such proposal.

Q:     How does the Board recommend that I vote my shares?

A:     The Board recommends that you voteFOR each of the Board’s nominees for director andFOR proposals 2 and 3.

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With respect to any other matters that properly come before the Annual Meeting, the proxy holders will vote as recommended by the Board of Directors or, if no recommendation is given, in their own discretion in the best interests of the Company. As of the date of this proxy statement, the Board of Directors had no knowledge of any business other than the proposals described in this proxy statement that would be presented for consideration at the Annual Meeting.

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Q:     What if I return my signed proxy card but do not provide instructions on how to vote?

A:     Unless you give other instructions on your signed proxy card, the persons named as proxies on thea properly executed proxy card will vote in accordance with the recommendations of the Board of Directors.

Q:     Who will bear the costs of soliciting proxies?

A:The Company will bear the entire cost of this solicitation. Officers and regular employees of Lakeland may also, but without additional compensation, solicit proxies by further mailings, personal conversations, telephone, facsimile ore-mail. Lakeland will make arrangements with brokerage houses, custodians, nominees and fiduciaries for the forwarding of proxy solicitation materials to beneficial owners of shares held of record by these brokerage houses, custodians, nominees and fiduciaries and Lakeland will reimburse these brokerage houses, custodians, nominees and fiduciaries for their reasonable expenses incurred in connection with the solicitation.

PROPOSAL 1

ELECTION OF DIRECTORS

The Company’s Board of Directors currently consists of twelve members. The Board is divided into three equal classes, as nearly equal in number as possible. Each year one class of directors is elected to serve for a three-year term and until their respective successors have been elected and qualified.
The Board of Directors has nominated Lawrence R. Inserra, Jr., Robert E. McCracken and Thomas J. Shara for election as directors at the Annual Meeting, each for a term of office expiring in 2025 and Robert F. Mangano for election as director for a term of office expiring in 2023.
The Board of Directors recommends a vote “FOR” each of the nominees for director.
Board Composition and Qualifications

The Board’s Nominating and Corporate Governance Committee is charged with reviewing the composition of the Board and refreshing it as appropriate. The Board believes that the Company benefits by fostering a mix of experienced directors with a deep understanding of the banking industry and the communities served by Lakeland Bank.

Diversity

The Company’s

Board does not have a formal policyDiversity
At the direction of considering diversityand in identifying potential director candidates. However, sincecoordination with the Board of Directors, the Company has made, and continues to make, significant progress expanding the diversity of its workforce, vendors and suppliers to align more closely with the communities that we serve, as well as establishing diversity goals among our management and associates.
The Board believes that the best decisions are reached after consideration and input is provided from members having a broad array of backgrounds, perspectives, talent and experiences. The Board further believes that its membership should broadly reflect the banking communitycommunities, businesses and consumers served by Lakeland, itLakeland.
While our Board’s commitment to diversity has an informal practice of considering a nominee’s age, race, ethnicity, national origin, gender, and geographic location in additionbeen demonstrated through these actions, the Board recognized the need to such nominee’s qualificationsformalize its approach for Board service.diversity. Last year, the Board directed its Nominating and Corporate Governance Committee to establish a diversity definition, goals and timeframe for increased Board member diversity, which would be informed by and aligned with an updated skills assessment, as well as the practices of peers, the rules being promulgated by the stock exchanges, as well as evolving guidance and stakeholder expectations on Environmental, Social and Governance (“ESG”) practices. To comprehensively assess and address actual or perceived ESG disclosure gaps and ESG expectations of all of its stakeholders, Lakeland engaged Nasdaq's ESG consulting team. As part of this process, Lakeland has adopted the diversity
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definition within Nasdaq Listing Rule 5605(f) which, in relevant part, defines diverse board members as individuals who self-identify either as female or as either an underrepresented minority or LGBTQ+. An underrepresented minority is further defined as an individual who self-identifies in one or more of the following groups: Black or African American, Hispanic or Latinx, Asian, Native American or Alaska Native, Native Hawaiian or Pacific Islander or two or more races of ethnicities.
As Lakeland already has had a gender diverse Board for over two decades, Lakeland anticipates achieving its remaining diversity goals in 2023, well in advance of the Nasdaq Listing Rule 5605(f)'s August 2025 compliance date. See “Nominating and Corporate Governance Committee Matters –- Qualifications.”

Compliance with regulatory requirements

Regulatory Requirements

The Nominating and Corporate Governance Committee considers regulatory requirements affecting directors, including potential competitive restrictions, as well as the other positions the director has held, including other board memberships. No member of the Company’s Board may serve on the board of another financial institution, or bank or savings and loan holding company in the Company’s market area.

Shareholder Candidates

The charter of the Nominating and Corporate Governance Committee provides that there will be no differences in the manner in which the Nominating and Corporate Governance Committee

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evaluates nominees recommended by shareholders and nominees recommended by the Committee or by management, except that no specific process shall be mandated with respect to the nomination of any individuals who have previously served on the Board.

Age Limits

The Company maintains a mandatory retirement age for its directors. Anydirectors, which requires that any director who turns 72 during his or hertheir term must retire at the next Annual Meeting of shareholders. In accordanceShareholders. To provide for continuity with this policy, Thomas J. Marino, who served as a directorshareholders, customers and associates and, in order to further ensure the success with respect to all aspects of the CompanyJanuary 6, 2022, 1st Constitution merger and integration, the Board approved a specific exception to its mandatory retirement age policy so as to allow Mr. Mangano, who is 76, to join the Boards of Lakeland and Lakeland Bank during 2018at legal close and in prior years, is retiring asto continue thereafter for an additional one-year term from the 2022 Annual Meeting of the Annual Meeting. We thank Mr. Marino for his years of service.

Shareholders, subject to shareholder approval.

Stock Ownership Guidelines for Directors; Anti-Pledging Policy; Anti-Hedging Policy

Although the Company’sby-laws provide that the minimum value of Lakeland common stock to be held by directors is $1,000, the Board has adopted Corporate Guidelines which establishedthat establish a goal that directors own or otherwise control, at a minimum, the number of shares or share equivalents of Lakeland common stock equal to approximately five times (5x) the directordirectors’ annual retainer fee, with new directors attaining that goal within five years. The Compensation Committee periodically reviews this stock ownership goal and has determined that all directors have attained the prescribed goal.

In March 2013, Lakeland’s Board adopted an anti-pledging policy that prohibits future pledging of Lakeland common stock by Lakeland’s executive officers and directors. The policy does not require existing pledges to be unwound.

Hedging transactions involving the Company's securities by directors, officers and employees are also prohibited.

Code of Ethics

The Company is required to disclose whether it has adopted a code of ethics that applies to its principal executive officer, principal financial officer, principal accounting officer or controller or persons performing similar functions. We have adopted such a code of ethics and have postedfunctions, a copy of the codewhich is posted on our Company’s website,www.lakelandbank.com.

https://investorrelations.lakelandbank.com/corporate-governance.

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Shareholder Communication with the Board

The Board of Directors has established a procedure that enables shareholders to communicate in writing with members of the Board. Any such communication should be addressed to the Chairman of the Board Chair and should be sent to such individual c/o Lakeland Bank, 250 Oak Ridge Road, Oak Ridge, New Jersey 07438. Any such communication must state, in a conspicuous manner, that it is intended for distribution to the entire Board of Directors. Under the procedures established by the Board, upon the Chairman’sBoard Chair’s receipt of such a communication, Lakeland’s Secretary will send a copy of such communication to each member of the Board, identifying it as a communication received from a shareholder. Absent unusual circumstances, at the next regularly scheduled meeting of the Board held more than two days after such communication has been distributed, the Board will consider the substance of any such communication.

Ordinarily, Board members are encouraged, but not required by any specific Board policy, to attend Lakeland’s Annual Meeting.Meeting of Shareholders. All of the Board members attended the Company’s 20182021 Annual Meeting of Shareholders.

Nominating and CorporateGovernance Committee Matters

Shareholders, except Mr. Mangano, who was not a director at the time of the meeting.

Nominating and Corporate Governance Committee Matters
Nominating and Corporate Governance Committee Charter.The Board has adopted a Nominating and CorporateGovernanceCorporate Governance Committee charter, to govern such Committee. Aa copy of the

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current Nominating and CorporateGovernance Committee charterwhich is available to shareholders on the Company’sour website,www.lakelandbank.com.

https://investorrelations.lakelandbank.com/corporate-governance.

Independence of Nominating and Corporate Governance Committee Members.Members. All members of the Nominating and CorporateGovernanceCorporate Governance Committee of the Board of Directors have been determined to be “independent directors” pursuant to the definition contained in Rule 4200(a)(15)5605(a)(2) of the National Association of Securities Dealers’ MarketplaceNASDAQ Listing Rules.

Procedures for Considering Nominations Made by Shareholders.Shareholders. The Company's bylaws and the Nominating and CorporateGovernanceCorporate Governance Committee’s charter describesdescribe the procedures for nominations to be submitted by shareholders and other third parties for consideration at an annual meeting, other than candidates who have previously served on the Board or who are recommended by the Board. The charter states that aA nomination must be delivered to the Secretary of the Company at the principal executive offices of the Company not later than the close of business on the 90th day nor earlier than the close of business on the 120th day prior to the first anniversary of the preceding year’s Annual Meeting; provided, however, that if the date of the Annual Meeting is more than 30 days before or more than 60 days after such anniversary date, notice to be timely must be so delivered not earlier than the close of business on the 120th day prior to such Annual Meeting and not later than the close of business on the later of the 90th day prior to such Annual Meeting or the close of business on the 10th day following the day on which public announcement of the date of such meeting is first made by the Company. For the annual meeting of shareholders to be held in 2023, nominations must be submitted no earlier than January 17, 2023 and no later than February 16, 2023.
The public announcement of an adjournment or postponement of an Annual Meeting will not commence a new time period (or extend any time period) for the giving of a notice as described above. The charter requires a nomination notice tomust set forth as to each person whom the proponent proposes to nominate for election as a director: (a) all information relating to such person that is required to be disclosed in solicitations of proxies for election of directors in an election contest, or is otherwise required, in each case pursuant to Regulation 14A under the Securities Exchange Act of 1934, as amended (including such person’s written consent to being named in the proxy statement as a nominee and to serving as a director if elected), and (b) information that will enable the Nominating and CorporateGovernanceCorporate Governance Committee to determine whether the candidate or candidates satisfy the criteria established pursuant to the charter for director candidates.

Qualifications.

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Qualifications.The charter describes the minimum qualifications for nominees and the qualities or skills that are necessary for directors to possess. Each nominee:

•must satisfy any legal requirements applicable to members of the Board;

•must not serve on the board of any other financial institution, or bank or savings and loan holding company in the Company’s market area;

•must have business or professional experience that will enable such nominee to provide useful input to the Board in its deliberations;

•must have a willingness and ability to devote the time necessary to carry out the duties and responsibilities of Board membership;

•must have a desire to ensure that the Company’s operations and financial reporting are effectedaffected in a transparent manner and in compliance with applicable laws, rules and regulations;

•must have a dedication to the representation of the best interests of the Company and all of its shareholders;

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•must have a reputation, in one or more of the communities serviced by Lakeland and its subsidiaries, for honesty and ethical conduct;

•must have a working knowledge of the types of responsibilities expected of members of the board of directors of a public corporation and particularly, a bank holding company; and

•must have experience, either as a member of the board of directors of another public or private corporation or in another capacity that demonstrates the nominee’s capacity to serve in a fiduciary position.

A person is not qualified to serve as a director if he or she: (1) is under indictment for, or has ever been convicted of, a criminal offense involving dishonesty or breach of trust and the penalty for such offense could be imprisonment for more than one year; (2) is a person against whom a federal or state bank regulatory agency has, within the past ten years, issued a cease and desist order for conduct involving dishonesty or breach of trust and that order is final and not subject to appeal; (3) has been found either by any federal or state regulatory agency whose decision is final and not subject to appeal or by a court to have (a) breached a fiduciary duty involving personal profit or (b) committed a willful violation of any law, rule or regulation governing banking, securities, commodities or insurance, or any final cease and desist order issued by a banking, securities, commodities or insurance regulatory agency; or (4) has been nominated by a person who would be disqualified from serving as a director of this Corporation under this section.
Identification and Evaluation of Candidates for the Board.Board. Candidates to serve on the Board will be identified from all available sources, including recommendations made by shareholders. As indicated above, the Nominating and Corporate Governance Committee’s charter provides that there will be no differences in the manner in which the Committee evaluates nominees recommended by shareholders and nominees recommended by the Committee or management, except that no specific process shall be mandated with respect to the nomination of any individualsindividual who havehas previously served on the Board. The evaluation process for individuals other than existing Board members includes:

•a review of the information provided to the Nominating and CorporateGovernanceCorporate Governance Committee by the proponent;

•a review of reference lettersreferences from at least two sources determined to be reputable by the Nominating and CorporateGovernanceCorporate Governance Committee; and

•a personal interview of the candidate,

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together with a review of such other information as the Nominating and Corporate Governance Committee shall determine to be relevant.

Shareholder Recommendations.Recommendations. In connection with the 20192022 Annual Meeting, the Nominating and Corporate Governance Committee did not receive any nominations from any shareholder or group of shareholders which owned more than 5% of the Company’s common stock for at least one year.

Our Nominees and Continuing Directors

Unless a shareholder either indicates “withhold authority” on histheir proxy or indicates on histheir proxy that histheir shares should not be voted for certain nominees, it is intended that the persons named in the proxy will vote for the election as directors of the four persons named in Table IBoard Nominees table below to serve for the terms specified in the TableBoard Nominees table and thereafter until their successors shall have been duly elected and shall have qualified. Each of Messrs. Inserra, McCracken and Shara has been nominated to serve for a three year term and Mr. Hanson has been nominated to serve for a one year term. Each of the Board’s nominees has consented to be named in this proxy statement and to serve as a director of the Company if elected. Discretionary authority is also solicited to vote for the election of a substitute for any of said nominees who, for any reason presently unknown, cannot be a candidate for election.

The firstBoard Nominees table sets forth the names and ages of the nominees for election to the Board of Directors, the principal positions held by each such person during the past five years, the year each such person began serving as a director of the Company, the expiration of their respective terms if elected, and the principal committees on which he or she serves. The secondContinuing Directors table sets forth comparable information with respect to those directors whose terms of office will continue beyond the

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date of the Annual Meeting. Additional information about the nominees and continuing directors is set forth under “Qualifications of our Board Members and Nominees” below.

Board Nominees

Name

 

Age

 

Director
since

 

Expiration
of Term if
Elected

 

Primary Occupation & Other
Public Company Boards

 Committee
Memberships
 

A

 

G

 

C

James E. Hanson II

 60 

June

2018

 2020 

President and CEO of The Hampshire Companies, a full service, private real estate investment firm based in Morristown, New Jersey

  G 

Lawrence R. Inserra, Jr.

 61 2016 2022 

Chairman of the Board and CEO and President of Inserra Supermarkets, Inc.

   C

Robert E. McCracken

 61 2004 2022 

Sole managing member and owner of REM, LLC; owner/manager of Wood Funeral Home andSmith-McCracken Funeral Home

  

G

 

C

 

LOGO

Thomas J. Shara

 61 2008 2022 

President and CEO of Lakeland Bancorp, Inc. and Lakeland Bank

   

 

Continuing Directors

 

Name

 

Age

 

Director
since

 

Expiration
of Term

 

Primary Occupation & Other
Public Company Boards

 Committee
Memberships
 

A

 

G

 

C

Mark J. Fredericks

 58 1994 2020 

President of each of Fredericks Fuel and Heating Service, Keil Oil Company and F&B Trucking; Managing Member of several real estate companies

   

Janeth C. Hendershot

 64 2004 2020 

Retired; Formerly insurance industry executive

 A  

Robert B. Nicholson, III

 54 2003 2020 

President and Chief Executive Officer of Northern Resources Corporation; President and CEO of Eastern Liquids, LLC; General Partner of Eastern Properties, L.P.; Managing Member of East Coast Development Associates, LLC; Managing Member, Sparta Junction, LLC; and President and CEO of Landmark America Corporation

 

A

 

G

LOGO

 

C

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Board NomineesCommittee
Memberships
NameAgeDirector
Since		Expiration
of Term if
Elected		ACGLPR
Lawrence R. Inserra, Jr.6420162025CLP *
Robert F. Mangano7620222023LR
Robert E. McCracken6420042025C *G
Thomas J. Shara6420082025
Continuing DirectorsCommittee
Memberships
NameAgeDirector
Since		Expiration
of Term		ACGLPR
Bruce D. Bohuny5320072024ACL *
Mary Ann Deacon7019952024
Brian Flynn6220102024
A # *

R
Mark J. Fredericks6119942023ALP
Brian A. Gragnolati6420202024A #GP
James E. Hanson II6320182023GR
Janeth C. Hendershot6720042023LR *
Robert B. Nicholson, III5720032023CG *P

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Name

 

Age

 

Director
since

 

Expiration
of Term

 

Primary Occupation & Other
Public Company Boards

 Committee
Memberships
 

A

 

G

 

C

Bruce D. Bohuny

 50 2007 2021 

President, Brooks Builders

  G C

Mary Ann Deacon

 67 1995 2021 

Chairman, Lakeland Bancorp, Inc. and Lakeland Bank; Secretary/Treasurer of Deacon Homes, Inc.

   

Brian Flynn

 59 2010 2021 

Partner, PKF O’Connor Davies, LLP

 

A

LOGO  ●

 G 




INDEPENDENCE

ATTENDANCEAAudit Committee
All directors, other than the CEOMr. Shara, are independent pursuant to SEC and NASDAQ rules.

ATTENDANCE

AllExcluding Mr. Mangano, who joined the Board in January 2022, all directors attended at least 75% of the meetings of the Board and committeesCommittees on which they served in 2018.

2021.		C

Compensation Committee

A  Audit Committee

G

Nominating and Corporate Governance Committee

C Compensation

LLoan Review Committee

LOGO

PPolicy Committee
RRisk Committee
*Committee Chair

●

#Financial Expert

Qualifications of our Board Members and Nominees

The Board considered the following attributes of its nominees and continuing directors in determining that each is qualified to serve as a director of the Company:

With respect to our nominees:

Mr. Hanson joined the Lakeland and Lakeland Bank Boards of Directors on June 20, 2018. Mr. Hanson has served as President and CEO of The Hampshire Companies, a full service, private real estate investment firm with assets value at more than $2.3 billion, based in Morristown, New Jersey, since 2005. He holds a number of leadership positions, both professionally and philanthropically. He presently serves asCo-Chairman of the Board of Advisors andExecutive-in-Residence at Rutgers University School of Business, Center for Real Estate Studies. Mr. Hanson also serves as a Member of the New Jersey State Investment Council since 2010 and as a Commissioner of the Palisades Interstate Park Commission since 1995. (Mr. Hanson served as President of the Commission between 2000 and 2005). Mr. Hanson holds a law degree from Vermont Law School, graduating Magna Cum Laude, and a Bachelor of Arts from Hope College, and subsequently served in a variety of leadership roles at each institution, including as Trustee. Mr. Hanson’s extensive knowledge of the commercial real estate markets, his proven business experience and philanthropic leadership led the Board to believe that this individual should serve as a director of Lakeland and Lakeland Bank.

Mr.

Lawrence R. Inserra, Jr. joined the Lakeland and Lakeland Bank Boards of Directors upon the closing of the mergers with Pascack Bancorp, Inc. and Pascack Community Bank on January 7,in 2016. He previously had previously served as a director of Pascack Bancorp, Inc. and Pascack Community Bank. Mr. Inserra is Chairman of the Board and CEO of Inserra Supermarkets, Inc., a family ownedfamily-owned business founded in 1954 and one of the largest supermarket chains in the metropolitan area, which owns and operates 22numerous ShopRite stores throughout New Jersey and New York. Mr. Inserra also holds a number of leadership positions, both professionally and philanthropically, including board member and treasurer of Wakefern Food Corporation. In 2013, he was named Chairman of the Board of Governors at Hackensack University Medical Center (HUMC) after serving as firstFirst Vice Chairman and Chairman of the Human Resources Committee at HUMC. Mr. Inserra received a Bachelor of Science in business and economics from Lehigh University. Mr. Inserra’s business experience, philanthropic endeavors and

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knowledge of Pascack Bancorp’sLakeland’s markets led the Board to believe that this individual should serve as a director of Lakeland and Lakeland Bank.

Robert F. Mangano joined the Lakeland and Lakeland Bank Boards of Directors on January 6, 2022 upon the closing of the mergers with 1st Constitution Bancorp and 1st Constitution Bank at which he had served as a director, President and Chief Executive Officer. Mr. Mangano serves on the Board of Trustees of Englewood Hospital Medical Center and its parent board and is Chairman of its Audit Committee. Mr. Mangano's business skills and experience, his extensive knowledge of financial and operational matters acquired during his career working for several banks in increasingly senior roles and leadership positions and his thorough understanding of 1st Constitution Bank's markets led the Board to conclude that this individual should serve as a director of Lakeland and Lakeland Bank.
Robert E. McCracken is the sole managing member and owner of REM, GC LLC, the manager of Wood Funeral Home and Smith-McCracken Funeral Home. Mr. McCracken’s knowledge of the banking industry, his over 15 years of service on the boards of various banks (including serving on Lakeland’s Board since 2004 and Lakeland Bank’s Board since 2008), his business experience as an owner and operator of various businesses and real estate within Lakeland’s footprint, his reputation in the community as a lifelong resident within Lakeland’s footprint, his many long standing relationships with Lakeland’snon-institutional shareholder base and his involvement in manynon-profit and local charities, (includingincluding serving as former Board Chairman of Newton Memorial Hospital, now known as the Newton Medical Center, and onpresently as Chairman of the Atlantic Health System Board, as well as on the boards of other local organizations)organizations, led the Board to conclude that this individual should serve as a director of Lakeland and Lakeland Bank.

Mr.

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Thomas J. Shara’s over 30 years of experience in the banking industry, his stature and reputation in the banking and local community, and his service as President and CEO of Lakeland and Lakeland Bank since April 2008 led the Board to conclude that this individual should serve as a director of Lakeland and Lakeland Bank. His knowledge and understanding of all facets of the business of banking, the leadership he has demonstrated at Lakeland and at prior institutions and his involvement in charitable and trade organizations make him extremely valuable as a Board member. Mr. Shara serves as a member of the New Jersey Bankers Association Board of Directors, on the Board of Directors of the Commerce and Industry Association of New Jersey, the Board of Trustees of the Boys and Girls Club of Paterson and Passaic, New Jersey and the Board of Trustees of the Chilton Hospital Foundation. He also serves on the Board of Governors of the Ramapo College Foundation. Mr. Shara earned a Master’s Degree in Business Administration as well asand a Bachelor of Science Degree from Fairleigh Dickinson University.

Mr. Shara is the Immediate Past Chairman of New Jersey Bankers Association.

With respect to our continuing directors:

Mr. Fredericks’ experience in business, banking and real estate, as well as his extensive knowledge of the communities in which Lakeland operates, has led the Board to conclude that this individual should serve as a director of Lakeland and Lakeland Bank. Mr. Fredericks’ knowledge of banking comes from his 25 year tenure as a director of Lakeland, where he has served on several committees during this time. Mr. Fredericks owns and operates three businesses in Lakeland’s markets: heBohuny currently is the president and CEO of Fredericks Fuel and Heating Services, as well as president of Keil Oil Inc. and F&B Trucking Inc. He also is the managing partner of several real estate partnerships in the area. Mr. Fredericks is a lifetime resident and active participant in the communities served by Lakeland, and has been a member of numerous charitable, civic and business organizations over the years. These include his prior service as Trustee of Chilton Memorial Hospital; member and past president of the West Milford Education Foundation and member and past president of the West Milford Rotary Club.

Ms. Hendershot has had significant experience in the leadership and management of various corporate entities and operations. She also has experience in managing and controlling risk-taking operations within the insurance industry, and in IT strategy and developments. This experience, as well as her educational background (including a degree in economics from Cornell University), led the Board to conclude that this individual should serve as a director of Lakeland and Lakeland Bank.

Mr. Nicholson’s business experience with Eastern Propane Corporation (including his serving as president and CEO of that entity for 28 years), his educational background in finance and business management, his experience in buying and selling companies and commercial real estate properties and his reputation in the business and local community led the Board to conclude that this individual should serve as a director of Lakeland and Lakeland Bank. In 2009, Mr. Nicholson was honored with

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the Outstanding Citizen of the Year award from Sparta Township and as a Distinguished Citizen by the Boy Scouts of America, Patriots Path Council. In March 2010, Mr. Nicholson received the Distinguished Alumni Award from Florida Southern College for outstanding service to his professions and community. Mr. Nicholson is the Past Chairman of the board of trustees for the Sussex County New Jersey Chamber of Commerce.

President at Brooks Builders. Mr. Bohuny’s over 20 years of experience in the residential and commercial construction and real estate development fields, and his prior work experience in the equity and fixed income markets and service on various educational and philanthropic boards including the StonyBrook School, Eastern Christian School, Christian Healthcare Center, New Canaan Society and NextGen Board Leaders Advisory Council, led the Board to conclude that this individual should serve as a director of Lakeland and Lakeland Bank.

Ms. Deacon is the current Board Chair of Lakeland Bancorp, Inc. and Lakeland Bank, as well as Secretary/Treasurer of Deacon Homes, Inc. Ms. Deacon’s over 3040 years of extensive experience in the real estate development process, building contracting, property management and sales, her service to a number of community associations, her reputation in the broader business community as well as in the local real estate markets and her dedication to Lakeland and Lakeland Bank led the Board to conclude that this individual should serve as a director of Lakeland. Ms. Deacon is responsible for the planning and administration of numerous operating companies and four condominium associations. Her past participation in the state and local real estate associations includes leadership positions and committee experience in ethics, professional standards, strategic planning and governance. Ms. Deacon is committed to enhancing her professional participation as a director of Lakeland and frequently attends continuing education seminars and institutes applicable to directors of banks and bank holding companies. During her 24 year27-year tenure at Lakeland, she has served on every committee of the Board. In January 2010, she was elected Vice ChairmanChair of the Board of Lakeland and Lakeland Bank and, in May 2011, she was elected Chairman of the Board Chair of Lakeland and Lakeland Bank.

Mr. Flynn is a Partner at PKF O’Connor Davies, LLP, one of the largest regional accounting firms in thetri-state area. He received his Bachelor of Science Degree, cum laude, from Monmouth College. With over 30 years of experience as a practicing CPA, Mr. Flynn bringsin-depth knowledge of generally accepted accounting principles and auditing standards to our Board. He has worked with audit committees and boards of directors in the past, including previously serving on the Boards of TD Banknorth, Inc. and Hudson United Bancorp, and provides Lakeland’s Board of Directors and its Audit Committee with extensive experience in auditing and preparation ofpreparing financial statements. For these reasons, the Board has concluded that this individual should serve as a director of Lakeland and Lakeland Bank.

    Mr. Fredericks’ experience in business, banking and real estate, as well as his extensive knowledge of the communities in which Lakeland operates, has led the Board Meetings;to conclude that this individual should serve as a director of Lakeland and Lakeland Bank. Mr. Fredericks’ knowledge of banking comes from his 28-year tenure as a director of Lakeland, during which he has served on several committees. Mr. Fredericks owns and operates three businesses in Lakeland’s markets: he is the president and CEO of Fredericks Fuel and Heating Services, as well as president of Keil Oil Inc. and F&B Trucking Inc. He also is the managing partner of several real estate partnerships in the area. Mr. Fredericks is a lifetime resident and active participant in the communities served by Lakeland, and has been a member of numerous charitable, civic and business organizations over the years. These
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include his prior service as Trustee of Chilton Memorial Hospital; member and past president of the West Milford Education Foundation and member and past president of the West Milford Rotary Club.
Mr. Gragnolati has served as the President and CEO of Atlantic Health System since 2015. Atlantic Health System is a not-for-profit private healthcare company that operates hospitals and health care facilities throughout New Jersey. He also serves as a Past Chairman of the Board of the American Hospital Association, a nationwide organization that represents and advocates on behalf of hospitals, health care systems, networks, other providers of care and individual members. He also previously served on the board of Paper Mill Playhouse and is a proponent of their work in arts accessibility, which makes theater available to audience members with cognitive and developmental disabilities.Prior to joining Atlantic Health System, Mr. Gragnolati served as Senior Vice President, Community Division of Johns Hopkins Medicine, and President and CEO of Suburban Hospital and, before that, held executive positions at WellSpan Health, the Medical Center Hospital of Vermont, and Baystate Medical Center in Springfield, Massachusetts. Mr. Gragnolati holds a bachelor’s degree in Health Systems Analysis from the University of Connecticut, an MBA from Western New England College, and an Executive Leadership Certificate from the JFK School at Harvard University. Mr. Gragnolati’s experience in business, executive management and finance, as well as his familiarity with and leadership of not-for-profit organizations, has led the Board to conclude that this individual should serve as a director of Lakeland and Lakeland Bank.
Mr. Hanson has served as President and CEO of The Hampshire Companies, a full service, private real estate investment firm with assets valued at more than $2.3 billion, based in Morristown, New Jersey, since 2005. Mr. Hanson also serves as a non-executive director of United-Hampshire US REIT Management PTE LTD., a Singapore company REIT Manager (50% of which is owned by The Hampshire Companies) that operates as a real estate investment trust that owns and operates U.S.-based shopping, storage, grocery and necessity-based retail properties and which is listed on the Singapore Exchange. He holds a number of leadership positions, both professionally and philanthropically. He presently serves as Co-Chairman of the Board of Advisors and Executive-in-Residence at Rutgers University School of Business, Center for Real Estate Studies. Mr. Hanson also serves as a Member of the New Jersey State Investment Council since 2010. Mr. Hanson has served as a Commissioner of the Palisades Interstate Park Commission since 1995. Mr. Hanson presently serves as President of the Commission, a position that he previously held between 2000 and 2005 and to which he was re-appointed in September 2021. Mr. Hanson holds a law degree from Vermont Law School, graduating Magna Cum Laude, and a Bachelor of Arts from Hope College, and subsequently served in a variety of leadership roles at each institution, including as Trustee. Mr. Hanson’s extensive knowledge of the commercial real estate markets, his proven business experience and philanthropic leadership led the Board to believe that this individual should serve as a director of Lakeland and Lakeland Bank.
Ms. Hendershot has had significant experience in the leadership and management of various corporate entities and operations. She also has experience in managing and controlling risk-taking operations within the insurance industry, and in IT strategy and developments. This experience, as well as her educational background including a degree in economics from Cornell University, led the Board to conclude that this individual should serve as a director of Lakeland and Lakeland Bank.
Mr. Nicholson’s business experience with Eastern Propane Corporation, including having served as president and CEO of that entity for 28 years, his educational background in finance and business management, his experience in buying and selling companies and commercial real estate properties and his reputation in the business and local community led the Board to conclude that this individual should serve as a director of Lakeland and Lakeland Bank. In 2009, Mr. Nicholson was honored with the Outstanding Citizen of the Year award from Sparta Township and as a Distinguished Citizen by the Boy Scouts of America, Patriots Path Council. In March 2010, Mr. Nicholson received the Distinguished Alumni Award from Florida Southern College for outstanding service to his professions and community. Mr. Nicholson is the Past Chairman of the board of trustees for the Sussex County New Jersey Chamber of Commerce.
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Qualifications of our Executive Officers
In addition to Mr. Shara, whose qualifications are listed above, the Company's Executive Officers are:
Thomas F. Splaine, 56, a Certified Public Accountant, has been Executive Vice President and Chief Financial Officer of the Company and the Bank since March 2017. He joined Lakeland in 2016 as First Senior Vice President and Chief Accounting Officer of the Company and the Bank. Prior to joining Lakeland, Mr. Splaine was employed at Investors Bancorp, Inc. since 2004 and served in roles as Senior Vice President - Chief Financial Officer, Financial Planning and Analysis and Investor Relations of Investors Bancorp, Inc.
Ronald E. Schwarz, 67, has served as Senior Executive Vice President and Chief Operating Officer of the Company and the Bank since 2017. Since joining the Company in 2009, Mr. Schwarz has served as Senior Executive Vice President and Chief Revenue Officer of the Company and the Bank and Executive Vice President and Chief Retail Officer of the Company and the Bank.
Timothy J. Matteson, Esq., 52, has served as Executive Vice President, Chief Administrative Officer, General Counsel and Corporate Secretary of the Company since 2017. In 2012, Mr. Matteson was named Executive Vice President, General Counsel and Corporate Secretary of the Company. He joined the Company in 2008 as Senior Vice President and General Counsel.
James M. Nigro, 54, joined Lakeland in 2016 and serves as Executive Vice President, Chief Risk Officer of the Company. Previously, Mr. Nigro was Senior Vice President and Credit Risk Manager of The Provident Bank from 2013 to 2016.
Paul Ho Sing Loy, 61, is Executive Vice President and Chief Information Officer of the Company since 2019 and, of the Bank, since 2017. Previously Mr. Ho Sing Loy served as Senior Vice President and Director of Business Solutions of Associated Bank since 2012.
Ellen Lalwani, 58, has served as Executive Vice President and Chief Banking Officer of the Company and the Bank in 2020. Employed by the Bank since 2008, Ms. Lalwani has served as Executive Vice President and Chief Retail Officer of the Company and the Bank and Senior Vice President and Director of Retail Sales of the Bank.
John F. Rath, III, 63, has served as Executive Vice President and Chief Lending Officer of the Company and the Bank since 2018. Mr. Rath has been with the Bank since 2015, having served as First Senior Vice President, Commercial and Industrial Lending Group Manager and Senior Vice President, Commercial and Industrial Lending, Hudson Valley, New York.
Board Meetings - Independence

Chair:

Chair:        Mary Ann Deacon

Meetings:     10 meetings held in 2018

2021

The full Board holds 10 regular meetings each year, supplemented by calls and special meetings as needed. The Board also holds an annual strategy session and conducts annual self-evaluations.

Independence:

Independence: The Board has determined that the following current members of the Board satisfy the NASDAQ definition of independence: Bruce D. Bohuny, Mary Ann Deacon, Brian Flynn, Mark J. Fredericks, Brian A. Gragnolati, James E. Hanson II, Janeth C. Hendershot, Lawrence R. Inserra, Jr., Thomas J. Marino,Robert F. Mangano, Robert E. McCracken and Robert B. Nicholson, III. Mr. Marino will retireThe Board has determined that Thomas J. Shara, as an executive and employee of the Annual Meeting.

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Company, is not independent.

In addition, the Board has determined that all of the members of the Audit Committee named below meet the definition of independence imposed by the Sarbanes Oxley ActNasdaq Marketplace Rules and SEC Rule 10A-3 with respect to members of the Audit Committee.

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Board Leadership Structure and Role in Risk Oversight
The Company currently has, and historically has had, a Board Chair separate from the Chief Executive Officer. The Board believes it is important to have an independent director in a Board leadership position at all times. The Board Chair provides leadership for the Board. Having an independent Board Chair enables non-management directors to raise issues and concerns for Board consideration without immediately involving management. The Board Chair also serves as a liaison between the Board and senior management. The Company’s Board has determined that the current structure, an independent Board Chair, separate from the Chief Executive Officer, is the most appropriate structure at this time, as it ensures that, at all times, there will be an independent director in a Board leadership position.
The full Board of Directors is responsible for and regularly engages in discussions about risk management and receives reports on this topic from executive management and other officers of the Company. In June 2018, the Board established a separate standing Risk Committee to assist and facilitate its risk oversight responsibilities, including overseeing the Company’s enterprise-wide risk management framework and monitoring certain risk management activities designed to ensure the Company operates within risk parameters established by the Board.
Environmental, Social and Governance (ESG) Matters and Board Oversight
Summary
With deep roots in our communities, Lakeland Bank has shared and advanced the societal goals and aspirations of our customers, shareholders and associates for over half a century. We are proud to have formalized our Environmental, Social and Governance (ESG) strategy in 2022 on our continuing journey to serve and support our communities and stakeholders.
Our commitment to advancing these ESG principles is not new. What is new is our commitment to enhanced disclosure in a wide range of areas, such as business ethics; diversity, equity and inclusion; employee well-being; climate change; access to financial services; data protection and cyber security; among many others. We understand that ESG related policies and actions not only affect the well-being of people, communities and society, but also have implications for risk mitigation and long-term financial performance and value. Some of these initiatives can be viewed under the "Corporate Social Responsibility" section of our website, which we plan to update and share our progress on these topics.
In early 2021, recognizing the growing ESG disclosure expectations, our senior management team, with the support of our Board of Directors and assisted by Nasdaq’s ESG consultancy group, began a year long process to optimize our ESG disclosures to meet stakeholders’ expectations.
As part of this process, we reviewed the principles and disclosures of the Sustainability Accounting Standards Board (SASB), the recommendations and supporting disclosures of other leading ESG frameworks, and examined how we could adopt strategies to expand our disclosures and metrics to follow these frameworks. We next benchmarked Lakeland to our current and aspirational ESG peers to better understand stakeholder expectations within our competitive markets, while mining investor insights on their strategic priorities. Having compiled this information, we developed our short, medium and long term ESG disclosure plan to increase transparency around our efforts, which we plan to update and release on an annual basis.
The Board of Directors has delegated oversight of our ESG program and strategy to the Nominating and Corporate Governance Committee. Execution of our ESG plan will be overseen and coordinated through our recently established ESG Committee, a management committee with interdisciplinary representation advised by members of Nasdaq’s ESG consultancy group.
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Human Capital Management
The success of our business is highly dependent on our associates, who are dedicated to our mission to inspire and enable the communities we serve to achieve financial stability and success. We seek to hire well-qualified associates to sustain and build on our culture of service and performance. Our selection and promotion processes are without bias and include the active recruitment of minorities and women. None of our associates are covered by a collective bargaining agreement.
We encourage the growth and development of our associates and, whenever possible, seek to fill positions by promotion and transfer from within the Company. Continual learning and career development are advanced through annual performance and development conversations between associates and their managers, internally developed training programs, customized corporate training engagements and educational reimbursement programs. Our Leader Engagement and Development (LEAD) Program was launched in 2018 to foster leadership abilities and cultivate effective management approaches. To date, 51 associates have completed the program. Reimbursement is available to associates enrolled in pre-approved degree or certification programs at accredited institutions that teach skills or knowledge relevant to our business, and for seminars, conferences and other training events associates attend in connection with their job duties or professional certification requirements.
The safety, health and wellness of our associates is a top priority. As with many organizations, the COVID-19 pandemic presented unique challenges with regard to maintaining associate safety while continuing successful operations. We instituted remote working plans at the start of the pandemic and were able to transition, over a short period of time, many of our eligible associates to effectively working from remote locations. We ensured a safely-distanced working environment for associates performing customer-facing activities at branches and operations centers, closing branch lobbies as necessary. On an ongoing basis, we further promote the health and wellness of our associates by strongly encouraging work-life balance, offering flexible work schedules, keeping the associate portion of health care premiums to a minimum and sponsoring various wellness programs, through which associates are encouraged to incorporate healthy habits into their daily routines.
Associate retention helps us operate efficiently and achieve our business objectives. We provide competitive wages, annual bonuses, stock awards, a 401(k) Plan with an employer matching contribution, healthcare and insurance benefits, health savings, flexible spending accounts, paid time off, family leave and an employee assistance program. At December 31, 2021, approximately 29% of our team had been with us for 10 years or more.
Diversity, Equity and Inclusion
We know that Lakeland’s continued success is dependent on having a workforce that reflects and represents our communities’ diverse backgrounds, experiences and perspectives.
In 2020, we appointed our first Chief Diversity Officer, with a mandate to focus on and expand workforce, vendor/supplier and leadership diversity, among other vital issues. We sponsor Share Your Voice “listening” roundtables for associates, with the assistance of outside experts, and launched a Cultural Connections newsletter. A Diversity Task Force was created to provide associates further opportunities for input into relevant issues, access to information and assistance on topics ranging from diversity to wellness, parenting and other personal issues and concerns.
To further expand diversity in our workforce, we partnered on recruitment efforts with organizations such as the African American, Hispanic and New Jersey LGBT chambers of commerce, which have led to an increase in hiring diverse talent. The third class of our LEAD Program graduated in 2021; the program continues to be an important tool for fostering the leadership abilities and management potential of diverse members of our team.
A survey of Lakeland associates in 2021 found that 94% believe we are committed to diversity and 90% agree we are making progress with our initiatives. We are encouraged by these findings and committed to moving our efforts forward.
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A leader in gender diversity, Lakeland’s Board of Directors has had female representation for over two decades and female Board leadership, through our current Board Chair, Mary Ann Deacon, for over a decade. At December 31, 2021, the Company employed 717 associates, including 36 part-time associates, of which approximately 68% are women.
Lakeland’s Board of Directors believes that the best decisions are reached after consideration and input is provided from members having a broad array of backgrounds, perspectives, talent and experience. With this guidance, Lakeland’s Board directed its Nominating and Corporate Governance Committee to establish a diversity definition, goals and timeframe for increased Board member diversity, which would be informed by and aligned with an updated skills assessment, and stakeholder expectations. Having now adopted the diversity definition within Nasdaq Listing Rule 5605(f), Lakeland’s Board anticipates achieving its next diversity goal in 2023, well in advance of the Rule’s August 2025 compliance date.
Community Reinvestment Act Rating
Lakeland is extremely proud of our “Outstanding” Community Reinvestment Act rating received from the Federal Deposit Insurance Corporation ("FDIC") in October 2020, a rating that we have maintained since 2005.
The Community Reinvestment Act is intended to encourage depository institutions to help meet the credit needs of the communities in which they operate, including low- and moderate-income neighborhoods, consistent with safe and sound banking operations. The rating is based upon an assessment of three categories: lending, investment, and services. Included in the assessment are bank practices such as mortgage lending, small business lending, community development lending, investments and services to communities, along with associate community involvement. This rating is considered when regulators review institutions’ applications for deposit facilities and mergers and acquisitions.
Community Engagement
A key element of our mission is to encourage the stability and success of our communities. In 2021 – as the strains of COVID-19 were felt across our society – Lakeland supported organizations that provide healthcare, economic assistance, education and other vital resources. Some of our more significant community-oriented efforts included contributions for inner-city pediatric dentistry services; support for a community college technical training program; and our annual Scholarship Golf Outing, which aids local students who are pursuing higher education. In addition, through the efforts of our Healthcare Banking team, Lakeland provided millions of dollars in credit, as well as other financial services, to enable the work of assisted living and memory care facilities, ambulatory surgical centers, medical practices, behavioral health and substance abuse centers, and other healthcare providers across our market area.
Further information related to Lakeland’s support of its communities through volunteerism and philanthropic activities can be found on the "Corporate Social Responsibility" section of our website.
Data Privacy and Cyber Security
Maintaining the security, availability and integrity of our customers' private information is of paramount importance to our entire Lakeland team. We have integrated corporate policies and operating procedures that govern how we collect, use, retain and protect private and personal data of our customers and other stakeholders; manage and monitor third-party risk; and ensure operational continuity and recovery through resiliency planning and testing.
With oversight from our Board, directly and through its Risk Committee chaired by an independent director, Lakeland’s cybersecurity program utilizes multiple levels of preventive and detective tools, rigorous systems testing, vulnerability and software patch management, and a dedicated information security team led by our Chief Information Security Officer, who reports to our Chief Risk Officer.
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Activities within our information security program include engaging third parties to conduct internal and external system penetration testing and internal security risk assessments; updating our incident response program to ensure a coordinated response by internal and external team members to mitigate the impact of, and recover from, any cyber-attacks, including communications to internal and external customers and other stakeholders; mandatory annual training in information security for our associates; and periodically conducting exercises to raise data security awareness.
Related Party Transactions

Lakeland Bank has made, and expects to make in the future, in the ordinary course of business, loans to directors, officers, principal shareholders and their associates.associates in the ordinary course of business. All loans to such persons were made, and will be made, on substantially the same terms, including interest rates and collateral, as those prevailing at the time for comparable loans with persons not related to the Company or Lakeland Bank.

Policies and Procedures Concerning Related Party Transactions

The Audit Committee of the Board of Directors has adopted written procedures governing related party transactions. By “related party transaction,” we mean a transaction between the Company or any of its subsidiaries, on the one hand, and an executive officer, director or immediate family member of an executive officer or a director, on the other hand. The procedures provide that:

•related party transactions that have been previously approved by the full Board of Directors will not be included in the transactions that are approved by the Audit Committee;

•any single related party transaction up to $5,000 is automatically deemed tobe pre-approved by the Audit Committee, which transactions are reviewed and approved at the next Audit Committee meeting;

•either the ChairmanChair or Vice ChairmanChair of the Audit Committee is authorized to approve, prior to payment, related party transactions over $5,000 but not exceeding $10,000, and may override any previously approved transaction; and

•related party transactions over $10,000 must be approved, prior to payment, by a majority of the members of the Audit Committee.

In general, the Audit Committee reviews related party transactions on a quarterly basis.

Board Committees

Audit

Chair:

Chair:             Brian Flynn (audit committee financial expert as defined in SEC rules)

Members:    Thomas

Other Members:     Bruce D. Bohuny
Mark J. Marino, Vice ChairFredericks
            Brian A. Gragnolati (audit committee financial expert as defined in SEC rules)

                                           (retiring as of the Annual Meeting)

                                           Janeth C. Hendershot

                                           Robert B. Nicholson, III

Primary responsibilities:responsibilities: Reviewing the reports submitted by the Company’sCompany��s independent registered public accounting firm and internal auditor and reporting to the Board on significant audit and accounting principles, policies and practices related to the Company.

The Audit Committee has the authority to hire outside experts and consultants as it deems appropriate in carrying out its responsibilities.

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Recent focus areas: Resource planning for internal audit

                   Implementation of new accounting standards

6Meetings:    5 meetings held in 2018

2021

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Compensation
Chair:             Robert E. McCracken
Other Members:     Bruce D. Bohuny
            Lawrence R. Inserra, Jr.
            Robert B. Nicholson, III
Primary responsibilities: Making recommendations to the Board concerning compensation for the Company’s executive officers and directors; administering the Company’s equity incentive plans; and oversight of all incentive plans.
Meetings:    4 meetings held in 2021
Nominating and Corporate Governance

Chair:

Chair:             Robert B. Nicholson, III

Members:    Bruce D. Bohuny

Other Members:Brian Flynn

A. Gragnolati

            James E. Hanson II

                    Thomas J. Marino (retiring as of the Annual Meeting)

            Robert E. McCracken

Primary responsibilities:responsibilities: Interviewing potential candidates for election to the Board and nominating individuals each year for election to the Board; providing oversight of the Company's ESG programs and related disclosures; and developing, recommending to the Board and reviewing annually the Board’s Corporate Governance Guidelines, including the Code of Ethics.

Recent focus areas:    Director recruitment

 Management succession planning and execution

 Board committee reorganization

Meetings:    5 meetings held in 2018

Compensation

Chair:    Robert E. McCracken

Members:2021

Loan Review Committee
Chair:             Bruce D. Bohuny

Other Members:    Mark J. Fredericks
            Janeth C. Hendershot
Lawrence R. Inserra Jr.

Robert F. Mangano (added on January 6, 2022)
Primary responsibilities: Ensuring that the Company's credit process and loan portfolio composition are consistent with and conform to the Company's lending philosophy, policies and risk appetite.
Meetings:    3 meetings held in 2021
Policy Committee
Chair:             Lawrence R. Inserra
Other Members:     Mark J. Fredericks
            Brian A. Gragnolati
Robert B. Nicholson, III

Primary responsibilities: Making recommendations toresponsibilities: Ensuring that the Board concerning compensation for the Company’s executive officersCompany's oversight and directors;approval of its policies are administered in a safe and administering the Company’s equity incentive plans.

Recent focus areas:    Compensation structure for employees

                                      Program design for long-term incentive awards

5sound manner and in accordance with legal and regulatory requirements.

Meetings:    4 meetings held in 2018

2021

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Risk Committee
Chair:             Janeth C. Hendershot
Other Members:     Brian Flynn
            James E. Hanson, II
Robert F. Mangano (added on January 6, 2022)
Primary responsibilities: Assisting the Board in fulfilling its oversight responsibilities with respect to the Company's management of significant risks affecting its business.
Meetings:    4 meetings held in 2021
In addition to the foregoing, the Board maintains an Independent Directors Committee, consisting of independentnon-management directors, which met 45 times in 2018.

2021.

Board and Committee Self Assessments

The Board and each of the Audit, Nominating and Corporate Governance and Compensation Committees undertake an annual self-assessment process. Each director is asked to complete a Board self-assessment questionnaire as well as a separate self-assessment questionnaire for each of the Committees on which he or she serves. The questionnaires solicit information on effectiveness and compliance with the relevant Committee charter, identifying specific issues and their relative priorities and enhancing written and oral communication. The results of the assessments are discussed by the Board and various Committee members.

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members in order to enhance the effectiveness of the Board and Committees and the resulting contributions made by each director.

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Audit Committee Matters

Audit Committee Charter.Charter.The Audit Committee performed its duties during 20182021 under a written charter approved by the Board of Directors. A copy of the current Audit Committee charter is available to shareholders on the Company’s website, www.lakelandbank.com.

https://investorrelations.lakelandbank.com/corporate-governance.

Independence of Audit Committee Members.Members. Lakeland’s common stock is listed on the NASDAQ Global Select Market and Lakeland is governed by the listing standards applicable thereto. All members of the Audit Committee of the Board of Directors have been determined to be “independent directors” pursuant to the definition contained in Rule 4200(a)(15)5605(a)(2) of the National Association of Securities Dealers’ MarketplaceNASDAQ Listing Rules and under the SEC’sRule 10A-3.

Audit Committee Report.In connection with the preparation and filing of Lakeland’s Annual Report onForm 10-K for the year ended December 31, 2018:

(1)2021, the Audit CommitteeCommittee:

1.     reviewed and discussed the audited financial statements with Lakeland’s management;

(2) the Audit Committee

2.    discussed with Lakeland’s independent registered public accounting firm the matters required to be discussed by SAS 61, as amended by SAS 90;

(3) the Audit CommitteeStatement on Auditing Standards No. 1301;

3.    received and reviewed the written disclosures and the letter from Lakeland’s independent registered public accounting firm requiredmandated by applicable requirements of the Independence StandardsPublic Company Accounting Oversight Board Standard No. 1 (Independence Discussionsregarding the independent registered public accounting firm's communications with the Audit Committees)Committee concerning independence, and has discussed with Lakeland’sthe independent registered public accounting firm any relationships that may impact their objectivityits independence from Lakeland; and independence and satisfied itself as to the accountants’ independence; and

(4)

4.    based on the review and discussions referred to above, the Audit Committee recommended to the Board that the audited financial statements be included in the 20182021 Annual Report onForm 10-K.

By:

The Audit Committee of the Board of Directors:

10-K for filing with the SEC.

By:     The Audit Committee of the Board of Directors:
    Brian Flynn, Chairman

       ThomasChair

    Bruce D. Bohuny
Mark J. Marino, Vice Chairman (retiring as of the Annual Meeting)

       Janeth C. Hendershot

       Robert B. Nicholson, III

Fredericks

    Brian A. Gragnolati
Audit Fees and Related Matters

In accordance with the requirements of the Sarbanes-Oxley Act of 2002 and the Audit Committee’s charter, all audit and audit-related work andall non-audit work performed by the Company’s independent registered public accounting firm, KPMG LLP (“KPMG”), is approved in advance by the Audit Committee, including the proposed fees for such work. The Audit Committee is informed of each service actually rendered.

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The following table sets forth a summary of the fees billed or expected to be billed to the Company by KPMG for professional services rendered for the years ended December 31, 20182021 and December 31, 2017.

Fee Category  Fees for    
2018    		   Fees for    
2017    		 

Audit Fees

  $765,750       $722,750     

Audit-Related Fees

  $80,750       $15,000     

Tax Fees

  $104,850       $92,600     

All Other Fees

  $102,500        --           

2020.

Fees for
Fee Category20212020
Audit Fees$780,000 $773,000 
Audit-Related Fees275,000 35,000 
Tax Fees131,420 101,000 
All Other Fees— — 
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Audit Fees.Fees. Audit fees consist of the aggregate fees billed or expected to be billed to the Company for the audit of the financial statements included in the Company’s Annual Reports onForm 10-K for the years ended December 31, 20182021 and December 31, 2017,2020 and review of the financial statements included in the Company’s Quarterly Reports onForm 10-Q during 2018 2021 and 2017.

2020.

Audit-Related Fees.Fees. Audit-related fees consist of the aggregate fees billed for assurance and related services which are reasonably related to the performance of the audit or review of the Company’s financial statements but are not reported under the immediately preceding paragraph.

Audit-related fees for 2021 includes work done in conjunction with Lakeland's subdebt offering.

Tax Fees. Tax fees consist of the aggregate fees billed or expected to be billed for tax services, principally representing advice regarding the preparation of income tax returns.

All Other Fees.Fees. All other fees consist of the aggregate fees billed for all services not covered in the immediately three preceding paragraphs.

Other Matters.Matters. The Company’s Audit Committee has determined that the provision of all services provided by the Company’s principal independent accountants during the years ended December 31, 20182021 and December 31, 20172020 is compatible with maintaining the independence of the Company’s principal independent accountants.

The Audit Committee maintains a formal policy concerning the pre-approval of audit and non-audit services to be provided by its independent registered public accountants to the Company. The policy requires that all services to be performed by KPMG, including audit services, audit-related services and permitted non-audit services, be pre-approved by the Audit Committee. The Audit Committee has also delegated to the Chair of the Audit Committee the authority to pre-approve audit and audit-related services between meetings of the Audit Committee, provided the Chair reports any such approvals to the full Audit Committee at its next meeting. Specific services being provided by the independent accountants are regularly reviewed in accordance with the pre-approval policy. At each subsequent Audit Committee meeting, the Audit Committee receives updates on the services actually provided by the independent registered public accountants and management may also present additional services for pre-approval.
Applicable law and regulations provide an exemption that permits certain services to be provided by the Company’s outside auditors even if they arenot pre-approved. The Company has not relied on this exemption at any time since the Sarbanes-Oxley Act was enacted.

Relationship with Independent Accountants

KPMG, which became the independent accountants of the Company beginning with the financial statements for the year ended December 31, 2013, has been engaged as the Company’s independent accountants for 2019.2022. See Proposal 3. It is anticipated that a representative of KPMG will be present at the Annual Meeting and will be available to answer questions.

Compensation Committee Report

The Compensation Committee has reviewed and discussed with management the information provided under the caption “Compensation Discussion and Analysis” set forth in this proxy statement. Based on that review and those discussions, the Compensation Committee recommended to our Board that such “Compensation Discussion and Analysis” be included in this proxy statement.

Robert E. McCracken (Chairman)

Bruce Bohuny

Lawrence R. Inserra, Jr.

Robert B. Nicholson, III

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Other




Compensation Committee Matters

Charter.

Charter. Our Board of Directors has defined the duties of its Compensation Committee in a charter. Acharter, a copy of the current charter of the Compensation Committeewhich is available to shareholders on the Company’sour website, www.lakelandbank.com.

https://investorrelations.lakelandbank.com/corporate-governance.

Authority, Processes and Procedures. Our Compensation Committee is responsible for administering our employee benefit plans, for establishing and recommending to the Board the compensation of our President and Chief Executive Officer (CEO) and for reviewing and recommending to the Board for approval the compensation programs covering our other executive officers. Our Compensation Committee also establishes policies and monitors compensation for our employees in general. While the Compensation Committee may, and does in fact, delegate authority with respect to the compensation of employees in general, the Compensation Committee retains overall supervisory responsibility for employee compensation. With respect to executive compensation, the Compensation Committee receives recommendations and information from senior staff members. Mr. Shara (our President and Chief Executive Officer)CEO) participated in Committee deliberations regarding the compensation of other executive officers, but did not participate in deliberations regarding his own compensation. The CEO,CEO; Chief Operating Officer (COO) and; Chief Administrative Officer, General Counsel and Corporate SecretarySecretary; and Chief Human Resources Officer assist the Compensation Committee in recommending agenda items for its meetings and by gathering and producing information for these meetings. As requested by the Compensation Committee, the CEO and COO participate in Committee meetings to discuss executive compensation, evaluate the performance of both the Company and individual executives, and provide pertinent financial legal, or operational information. The Compensation Committee also has the authority to hire compensation consultants and other professionals to assist it in carrying out its duties.

Consultants. During our fiscal year ended December 31, 2018,2021, the Compensation Committee retained the services of McLagan, an Aon company,Human Capital Solutions (formerly known as McLagan), a division of Aon PLC ("Aon"), to provide independent executive compensation advice and market compensation information. See our"Executive Compensation - Compensation Discussion and AnalysisAnalysis" for a description of the services provided by McLaganAon during 2018.

During 2018, McLagan also provided benchmarking for2021.

non-executiveCompensation Committee Interlocks. No member of the Compensation Committee is or has been an officer pay grades, and provided guidance onor employee of the number of shares to be authorized under the Company’s 2018 Omnibus Equity Incentive Plan.

Directors Compensation

The following table sets forth certain information regarding the compensation we paid toeach non-employee directorCompany. In addition, no executive officer of the Company during 2018. Seeserved on the “Summary Compensation Table” for information regarding Mr. Shara. Mr. Hanson was appointed to the Boardsboard of Lakeland and Lakeland Bank on June 20, 2018. Eachdirectors of Messrs. Deutsch, O’Dowd and Tilton retired asany entity whose executive officers included a director of the 2018 Annual Meeting. Mr. Marino is retiring as of the 2019 Annual Meeting.

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Company.

None ofour non-employee directors received option awards or restricted stock units during 2018 or any compensation underany non-equity incentive plan. As described below,each non-employee director received a grant of restricted stock during 2018 for his or her service as a director.

Name 

Fees
Earned or
Paid in
Cash

($)

   

Stock
Awards

($)

  

Change in
Pension Value
and Nonqualified
Deferred
Compensation
Earnings

($)

 

All

Other
Compensation

($)

 

Total    

($)    

 

Bruce D. Bohuny

  91,995        20,000      0 543  112,538     

Mary Ann Deacon

  189,990        40,000      2,377 976  233,343     

Edward B. Deutsch

  47,133        8,333      -- 290  55,756     

Brian Flynn

  75,000        20,000      -- 543  95,543     

Mark J. Fredericks

  70,000        20,000      0 543  90,543     

James E. Hanson II

  37,500        10,000      -- --  47,500     

Janeth C. Hendershot

  70,000        20,000      1,146 543  91,689     

Lawrence R. Inserra, Jr.

  67,000        20,000      -- 543  87,543     

Thomas Marino

  70,000        20,000      -- 543  90,543     

Robert E. McCracken

  72,500        20,000      183 543  93,226     

Robert B. Nicholson, III

  72,500        20,000      0 543  93,043     

Joseph P. O’Dowd

  28,667        8,333      -- 290  37,290     

Stephen R. Tilton, Sr.

  28,667        8,333      -- 290  37,290     

In the table above:

When we refer to “Fees Earned or Paid in Cash”, we are referring to all cash fees that we paid or were accrued in 2018, including annual retainer fees, Lakeland Bancorp, Inc. and Lakeland Bank committee and/or chairmanship fees and meeting fees (including for Ms. Deacon, a $80,000 retainer for serving as Chairman).

Directors’ Compensation

When we refer to amounts under “Stock Awards,” we are referring to the aggregate grant date fair value in accordance with FASB ASC Topic 718 (each director other than Ms. Deacon and the three directors who retired as of the 2018 Annual Meeting were granted 973 shares of restricted stock on January 17, 2018; Ms. Deacon was granted 1,946 shares and Messrs. Deutsch, O’Dowd and Tilton were each granted apro-rata award of 405 shares of restricted stock. Mr. Hanson was granted 630 shares of restricted stock on November 14, 2018.

When we refer to “Change in Pension Value and Nonqualified Deferred Compensation Earnings”, we are referring to the aggregate change in the present value of each director’s accumulated benefit under the defined benefit and actuarial plan from the measurement date used for preparing our 2017year-end financial statements to the measurement date used for preparing our 2018year-end financial statements. Certain amounts are negative (primarily as a result of a change in the actuarial discount rate) and are included as “$0” in the table in accordance with SEC rules. The actual change in each such participating director’s accumulated benefit (for which “$0” is included in the table above) is as follows:

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Mr. Bohuny: ($933); Mr. Fredericks: ($976); and Mr. Nicholson: ($1,147). Our Directors’ Deferred Compensation Plan is our only defined benefit and actuarial plan in which directors participated in 2018. There were no above-market earnings on such deferred compensation in 2018.

“All Other Compensation” consists of cash dividends paid on restricted stock for each director.

At December 31, 2018, each of the directors in the table above held the following aggregate number of option awards and restricted stock awards:

Name  Option Awards*            Stock Awards**       

Bruce D. Bohuny

     973     

Mary Ann Deacon

     1,946     

Edward B. Deutsch

     405     

Brian Flynn

  28,941            973     

Mark J. Fredericks

     973     

James E. Hanson II

     630     

Janeth C. Hendershot

     973     

Lawrence R. Inserra, Jr.

     973     

Thomas Marino

  34,728            973     

Robert E. McCracken

     973     

Robert B. Nicholson, III

     973     

Joseph P. O’Dowd

     405     

Stephen R. Tilton, Sr.

     405     

*

All of the option awards were fully exercisable as of December 31, 2018.

**

The shares of restricted stock in the table above vested in full on February 27, 2019.

During 2018,2021, each non-employee director received: (i) a $40,000 per annum retainer, payable in quarterly increments of $10,000 each; (ii) $3,000 per Board meeting attended; (iii) $20,000 in restricted stock granted at the beginning of the year with a vesting period of one year;year, except Mrs. Deacon who received $40,000 in restricted stock (having opted to receive $20,000 of the $100,000 Chair stipend in the form of restricted stock, rather than receiving the full amount in cash); and (iv) a $2,500 annual fee for the chairs of the CompensationDirectors' Loan Review Committee, Policy Committee and the Nominating and Corporate GovernanceRisk Committee, and a $5,000 annual fee for the chair of the Nominating and Corporate Governance Committee and a $7,500 annual fee for the chair of the Audit Committee and the Compensation Committee. No fees were paidto non-chair Board committee members for committee service. The annual retainer and restricted stock awards were adjusted for the retired and new directors.

Additionally, the Board liaisons to the Executive Loan Committee, a management committee, each received $5,000$2,500 annual stipends for such service, payable in amounts of $1,250 per quarter.

service.

Directors are also reimbursed for expenses for attending seminars and conferences that relate to continuing director and governance education.

The Boards of Directors of Lakeland Bank and the Company held combined meetings in 20182021 and no additional fees were paid for attending the Lakeland Bank Board meetings. Each member of Lakeland’s Board was present for 75% or more
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The following table sets forth certain information regarding the compensation we paid to each non-employee director of the Company during 2021. See the “Summary Compensation Table” for information regarding Mr. Shara. Mr. Mangano joined the Board on January 6, 2022, and did not receive any fees in 2021.






Name

Fees Earned
 or Paid in Cash
($)



Stock Awards
($) (1)		Change in
Pension Value
and Nonqualified
Deferred
Compensation Earnings
($) (2)


All
Other
Compensation
($) (3)




Total
($)
Bruce D. Bohuny75,500 20,000 3,915 772 100,187 
Mary Ann Deacon153,000 40,000 6,845 1,545 201,390 
Brian Flynn80,500 20,000 — 6,502 107,002 
Mark J. Fredericks73,000 20,000 5,160 772 98,932 
Brian A. Gragnolati73,000 20,000 — 772 93,772 
James E. Hanson II78,000 20,000 — 772 98,772 
Janeth C. Hendershot75,500 20,000 6,117 772 102,389 
Lawrence R. Inserra, Jr.75,500 20,000 — 772 96,272 
Robert F. Mangano— — — — — 
Robert E. McCracken80,500 20,000 5,987 772 107,259 
Robert B. Nicholson, III78,000 20,000 4,795 772 103,567 
(1)    The aggregate grant date fair value in accordance with FASB ASC Topic 718.
(2)    The aggregate change in the present value of each director’s accumulated benefit in our Directors’ Deferred Compensation Plan from the measurement date used for preparing our 2020 year-end financial statements to the measurement date used for preparing our 2021 year-end financial statements. The Directors’ Deferred Compensation Plan is our only defined benefit and actuarial plan in which directors participated in 2021. There were no above-market earnings on such deferred compensation in 2021.
(3)    Cash dividends paid on restricted stock for each director.
At December 31, 2021, each of the total meetingsnon-employee directors in the table above held the following aggregate number of restricted stock awards:
NameStock Awards*
Bruce D. Bohuny1,457 
Mary Ann Deacon2,915 
Brian Flynn1,457 
Mark J. Fredericks1,457 
Brian A. Gragnolati1,457 
James E. Hanson II1,457 
Janeth C. Hendershot1,457 
Lawrence R. Inserra, Jr.1,457 
Robert F. Mangano— 
Robert E. McCracken1,457 
Robert B. Nicholson, III1,457 
*     The shares of restricted stock in the Board and committeestable above vested in full on which he or she served.

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January 20, 2022.

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The Board of Directors maintains the Directors’ Deferred Compensation Plan, for eligible directors who became members of the Board on or before December 31, 2008. The plan provides that any director having completed five years of service on Lakeland’s Board of Directors may retire and continue to be paid for a period of ten years at a rate ranging from $5,000 to $17,500 per annum, depending upon years of credited service. This plan is unfunded. Despite serving as a director of the Company since April 2008, Mr. Shara elected not to participate in the Directors’ Deferred Compensation Plan.

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Stock Ownership of Directors, Management and Principal Shareholders
STOCK OWNERSHIP OF MANAGEMENT AND PRINCIPAL SHAREHOLDERS

Directors and Executive Officers. The following table shows the beneficial ownership of the Company’s common stock at February 1, 2019March 10, 2022 by (i) each of the Company’s directors and nominees, (ii) each of the Company’s Named Executive Officers and (iii) the Company’s current directors and executive officers as a group.

Name of Beneficial OwnerNumber of Shares
Beneficially
Owned (1)		Percent of
Class (2)

Directors and Nominees

Bruce D. Bohuny (3)

 53,831 0.11%   

Mary Ann Deacon (4)

 411,085 0.82%   

Brian Flynn (5)

 58,515 0.12%   

Mark J. Fredericks (6)

 328,017 0.65%   

James E. Hanson II (7)

 68,441 0.14%   

Janeth C. Hendershot (8)

 440,132 0.87%   

Lawrence R. Inserra, Jr. (9)

 60,158 0.12%   

Thomas J. Marino (10)

 56,473 0.11%   

Robert E. McCracken (11)

 150,530 0.30%   

Robert B. Nicholson, III (12)

 166,671 0.33%   

Thomas J. Shara (13)

 255,107 0.51%   

 

Named Executive Officers(see above for Mr. Shara)

Thomas F. Splaine, Jr. (14)

 -- --        

Ronald E. Schwarz (15)

 41,248 0.08%   

Timothy J. Matteson (16)

 15,941 0.03%   

John F. Rath (17)

 6,541 0.01%   

 

All directors and current executive officers as a group (17 persons) (18)

 2,130,774 4.23%   

(1)

Beneficially owned shares include shares over which the named person exercises either sole or shared voting power or sole or shared investment power. It also includes shares owned (i) by a spouse, minor children or by relatives sharing the same home, (ii) by entities owned or controlled by the named person, and (iii) by the named person if he or she has the right to acquire such shares within 60 days by the exercise of any right or option. Unless otherwise noted, all shares are owned of record and beneficially by the named person. Restricted shares may be voted and are included. Shares subject to restricted stock units (“RSUs”) are not outstanding, have no voting rights and are not included in the table.

(2)

A total of 50,400,466 shares of the Company’s common stock was used in calculating the percentage of the class owned, representing 50,336,797 shares outstanding as of February 1, 2019, plus 63,669 shares covered by stock options that were exercisable at April 2, 2019 or become exercisable within 60 days of February 1, 2019.

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Name of Beneficial Owner		Number of Shares
Beneficially
Owned (1)
Percent of
Class (2)
Directors and Nominees
Bruce D. Bohuny (3)62,128 0.10 %
Mary Ann Deacon (4)425,300 0.66 %
Brian Flynn (5)44,545 0.07 %
Mark J. Fredericks (6)333,951 0.52 %
Brian A. Gragnolati (7)22,177 0.03 %
James E. Hanson II (8)90,682 0.14 %
Janeth C. Hendershot (9)307,378 0.47 %
Lawrence R. Inserra, Jr. (10)73,503 0.11 %
Robert F. Mangano (11)766,923 1.18 %
Robert E. McCracken (12)143,018 0.22 %
Robert B. Nicholson, III (13)189,049 0.29 %
Thomas J. Shara (14)382,369 0.59 %
Named Executive Officers (see above for Mr. Shara)
Thomas F. Splaine, Jr. (15)28,830 0.04 %
Ronald E. Schwarz (16)71,566 0.11 %
Timothy J. Matteson (17)40,419 0.06 %
James M. Nigro (18)32,713 0.05 %
All directors and current executive officers as a group (19 persons) (19)3,056,125 4.72 %
(1)    Beneficially owned shares include shares over which the named person exercises either sole or shared voting power or sole or shared investment power. It also includes shares owned (i) by a spouse, minor children or by relatives sharing the same home, (ii) by entities owned or controlled by the named person, and (iii) by the named person if he or she has the right to acquire such shares within 60 days by the exercise of any right or option. Unless otherwise noted, all shares are owned of record and beneficially by the named person. Restricted shares may be voted and are included. Shares subject to restricted stock units (“RSUs”) are not outstanding, have no voting rights and are not included in the table except to the extent that the RSUs are vested and the vesting date occurs on or before May 9, 2022.
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(3)

Includes 11,869




(2)    For all directors and executive officers as a group, a total of 64,779,411 shares of the Company’s common stock was used in calculating the percentage of the class owned, representing 64,779,411 shares outstanding as of March 10, 2022, plus no RSUs that vest on or before May 9, 2022.
(3)    Includes 11,912 shares held by the Bohuny Family LLC of which Mr. Bohuny is a passive member; 558 shares held by Mr. Bohuny’s wife; 1,798 shares held by Mr. Bohuny as custodian for his children; and 2,226 shares subject to restricted stock awards that have not yet vested.

(4)

Includes 20,435 shares held in the name of Ms. Deacon’s husband; 265,734 shares held in the name of the Philip Deacon Limited Partnership; 96,177 shares held by the Deacon Homes, Inc. Profit Sharing Plan of which Ms. Deacon is a trustee; and 4,452 shares subject to restricted stock awards that have not yet vested.

(5)

Includes 28,941 shares issuable upon the exercise of stock options to Mr. Flynn; and 2,226 shares subject to restricted stock awards that have not yet vested.

(6)

Includes 53,785 shares owned by Mr. Fredericks’ wife; 44,195 shares held by Mark J. Fredericks as Trustee for the Fredericks Fuel & Heating Service Profit Sharing Plan; 23,515 shares held by Fredericks Fuel & Heating Service of which Mark Fredericks is President; and 2,226 shares subject to restricted stock awards that have not yet vested. Includes 196,000 shares pledged as security for loan obligations.

(7)

Includes 62,663 shares held by Ledgewood Employees Retirement Plan, in which Mr. Hanson has a beneficial interest, and 1,883 shares subject to restricted stock awards that have not yet vested.

(8)

Includes 182,530 shares that Ms. Hendershot is executor of for her father’s estate and 2,226 shares subject to restricted stock awards that have not yet vested.

(9)

Includes 2,226 shares subject to restricted stock awards granted to Mr. Inserra that have not yet vested.

(10)

Includes 12,009 shares owned jointly by Mr. Marino and his wife; 5,147 shares held in the name of Mr. Marino’s wife; 34,728 shares issuable upon the exercise of stock options; and 1,495 shares subject to restricted stock awards that have not yet vested.

(11)

Includes 34 shares owned jointly by Mr. McCracken and his wife; 4,600 shares held as custodian for his children; 74,925 shares held by REM, LLC of which Mr. McCracken is sole managing member; 10,997 shares held by Smith McCracken Funeral Home Profit Sharing Plan of which Mr. McCracken is a trustee; 14,524 shares held by the McCracken Family Trust, of which Mr. McCracken is a passive member; 609 shares held by Mr. Bohuny’s spouse; 1,987 shares held by Mr. Bohuny as custodian for his children; and 1,519 shares subject to restricted stock awards that have not yet vested.

(4)    Includes 20,435 shares held in the name of Ms. Deacon’s spouse; 263,032 shares held in the name of the Philip Deacon Limited Partnership; 96,177 shares held by the Deacon Homes, Inc. Profit Sharing Plan of which Ms. Deacon is a trustee; 6,400 held in an account over which Ms. Deacon has a power of attorney, 2,702 held in by Deacon Family Foundation, Inc. of which Ms. Deacon is a trustee and 2,532 shares subject to restricted stock awards that have not yet vested.
(5)    Includes 1,519 shares subject to restricted stock awards granted to Mr. Flynn that have not yet vested.
(6)    Includes 53,785 shares owned by Mr. Fredericks’ spouse; 10,714 shares owned jointly by Mr. Fredericks and his spouse; 44,195 shares held by Mark J. Fredericks as Trustee for the Fredericks Fuel & Heating Service Profit Sharing Plan; 23,515 shares held by Fredericks Fuel & Heating Service of which Mark Fredericks is President; and 1,519 shares subject to restricted stock awards that have not yet vested. Includes 200,000 shares pledged as security for loan obligations.    
(7)    Includes 18,000 shares owned jointly by Mr. Gragnolati and his spouse and 1,519 shares subject to restricted stock awards granted to Mr. Gragnolati that have not yet vested.
(8)    Includes 62,663 shares held by Ledgewood Employees Retirement Plan, in which Mr. Hanson has a beneficial interest, and 1,519 shares subject to restricted stock awards that have not yet vested.
(9)    Includes 45,616 shares owned by the estate of Ms. Hendershot’s father, for which Ms. Hendershot is executor, and 1,519 shares subject to restricted stock awards that have not yet vested.
(10)    Includes 1,519 shares subject to restricted stock awards granted to Mr. Inserra that have not yet vested.
(11)    Includes 1,519 shares subject to restricted stock awards granted to Mr. Mangano that have not yet vested.
(12)    Includes 34 shares owned jointly by Mr. McCracken and his spouse; 5,126 shares held as custodian for his children; 74,925 shares held by REM, LLC of which Mr. McCracken is sole managing member; and 1,519 shares subject to restricted stock awards that have not yet vested.
(13)    Includes 1,519 shares subject to restricted stock awards granted to Mr. Nicholson that have not yet vested.
(14)    Includes 321,380 shares owned jointly by Mr. Shara and his spouse; 1,904 shares held as custodian for his child; and 752 shares held by a family partnership of which Mr. Shara and his spouse are general partners or trustees. Excludes 174,881 shares subject to RSUs that have not yet vested. See “Outstanding Equity Awards at December 31, 2021” for additional information regarding the RSUs.
(15)    Excludes 58,148 shares subject to RSUs that have not yet vested for Mr. Splaine. See “Outstanding Equity Awards at December 31, 2021” for additional information regarding the RSUs.
(16)    Excludes 63,223 shares subject to RSUs that have not yet vested for Mr. Schwarz. See “Outstanding Equity Awards at December 31, 2021” for additional information regarding the RSUs.
(17)    Excludes 52,111 shares subject to RSUs that have not yet vested for Mr. Matteson. See “Outstanding Equity Awards at December 31, 2021” for additional information regarding the RSUs.
(18)    Excludes 52,112 shares subject to RSUs that have not yet vested for Mr. Nigro. See “Outstanding Equity Awards at December 31, 2021” for additional information regarding the RSUs.
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(19)    Excludes an aggregate of 502,277 shares subject to RSUs that have not yet vested.
co-trustee; 22,870 shares held in the Shirley McCracken Irrevocable Trust, of which Mr. McCracken is a Trustee; and 2,226 shares subject to restricted stock awards that have not yet vested.

(12)

Includes 2,226 shares subject to restricted stock awards granted to Mr. Nicholson that have not yet vested.

(13)

Includes 241,887 shares owned jointly by Mr. Shara and his wife; 1,904 shares held as custodian for his son; and 752 shares held by a family partnership of which Mr. Shara and his wife are general partners or trustees. Excludes 79,493 shares subject to RSUs that have not yet vested or been issued. For each year during the RSUs’ three-year performance period,one-third of the RSUs will be earned if the Company has Net Income Available to Common Stockholders in an amount at least equal to the prior year’s dividends paid to common shareholders. The RSUs, to the extent earned, will vest if Mr. Shara remains employed by the Company through the date that the Compensation Committee certifies the achievement of the performance goal for the final year of the performance period. All RSUs, to the extent earned,

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will also become vested if Mr. Shara terminates employment due to death, disability after having at least five years of service with the Company or the Bank, or retirement after attaining age 65 with at least five years of service. In addition, RSUs granted prior to 2018 provide that if Mr. Shara terminates employment after attaining age 55 and completing at least ten years of service, 50% of the RSUs, to the extent earned, will vest according to the original terms of the agreement.    All performance-based RSUs which have not been forfeited will vest upon a change in control of the Company.

(14)

Excludes 19,072 shares subject to restricted stock units, or RSUs, that have not yet vested for Mr. Splaine. 7,500 time based shares of RSUs will cliff vest on July 1, 2019; and 2,500 time based shares of RSUs will vest 50% on March 1, 2019 and the remaining 50% on March 1, 2020. Mr. Splaine also has 9,072 RSUs that are subject to a three-year performance period. See “Outstanding Equity Awards at December 31, 2018” for additional information regarding the RSUs.

(15)

Excludes 25,177 shares subject to RSUs that have not yet vested for Mr. Schwarz. See “Outstanding Equity Awards at December 31, 2018” for additional information regarding the RSUs.

(16)

Excludes 19,342 shares subject to RSUs that have not yet vested for Mr. Matteson.    See “Outstanding Equity Awards at December 31, 2018” for additional information regarding the RSUs.

(17)

Excludes 3,830 shares subject to restricted stock units, or RSUs, that have not vested. See “Outstanding Equity Awards at December 31, 2018” for additional information regarding the RSUs.

(18)

Includes 23,412 shares of restricted stock that have not yet vested. Excludes an aggregate of 168,695 shares subject to RSUs that have not yet vested.

Principal Shareholders. The following table contains information about the beneficial ownership at February 1, 2019December 31, 2021 by persons or groups that beneficially own 5% or more of the Company’s common stock.

Name and Address of Beneficial OwnerNumber of Shares
Beneficially
Owned		Percent of Class

Directors and Nominees

BlackRock, Inc.

55 East 52nd Street

New York, NY 10022

3,286,931 (1)     6.53%       

Dimensional Fund Advisors LP

Building One

6300 Bee Cave Road

Austin, Texas 78746

2,900,242 (2)     5.76%       

Wellington Management Group LLP

c/o Wellington Management Company LLP

280 Congress Street

Boston, MA 02210

2,632,986 (3)     5.23%       

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Name and Address of Beneficial OwnerNumber of Shares Beneficially OwnedPercent of Class
BlackRock, Inc.
55 East 52nd Street
New York, NY 10022
4,552,717 (1)9.0 %
Dimensional Fund Advisors LP
Building One
6300 Bee Cave Road
Austin, Texas 78746
3,099,044 (2)6.1 %
FJ Capital Management LLC
7901 Jones Branch Dr., Suite 210
McLean, VA 22102
3,138,008 (3)6.2 %
The Vanguard Group
100 Vanguard Blvd
Malvern, PA 19355
2,849,033 (4)5.6 %
(1)    Pursuant to a filing made by BlackRock, Inc. with the Securities and Exchange Commission on February 1, 2022, BlackRock, Inc. had sole power to vote or direct the vote with respect to 4,316,597 shares and sole dispositive power with respect to 4,552,717 shares at December 31, 2021.
(2)    Pursuant to a filing made by Dimensional Fund Advisors LP (“Dimensional Fund Advisors”) with the Securities and Exchange Commission on February 14, 2022, Dimensional Fund Advisors has sole power to vote or direct the vote with respect to 3,026,364 shares and sole dispositive power with respect to 3,099,044 shares at December 31, 2021. The filing further states that the securities reported in the filing are owned by various investment companies, trusts and accounts (collectively, the “Funds”), and that Dimensional Fund Advisors disclaims beneficial ownership of such securities.
(3)    Pursuant to a filing made by FJ Capital Management LLC (“FJ Capital”) and certain related entities with the Securities and Exchange Commission on February 8, 2022, FJ Capital has shared power to vote or direct the vote with respect to 3,138,008 shares and shared dispositive power with respect to 3,138,008 shares at December 31, 2021. The filing further states that the securities to which the filing relates are owned of record by clients of one or more investment advisers directly or indirectly owned by FJ Capital, and that those clients have the right to receive, or the power to direct the receipt of, dividends from, or the proceeds from the sale of, such securities. One client is known to have the right or power with respect to more than 5% of Lakeland's outstanding common stock. No other such client is known to have the right or power with respect to more than 5% of Lakeland’s outstanding common stock.
(4)    Pursuant to a filing made by The Vanguard Group on February 9, 2022. The Vanguard Group has shared power to vote or direct the vote with respect to 55,739 shares and sole dispositive power with respect to 2,756,423 shares and shared dispositive power with respect to 92,610 shares at December 31, 2021.
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(1)

Pursuant to a filing made by BlackRock, Inc. with the Securities and Exchange Commission on February 6, 2019, BlackRock, Inc. has sole power to vote or direct the vote with respect to 3,185,715 shares and sole dispositive power with respect to 3,286,931 shares. The filing further states that various persons have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, although no one person’s interest is more than 5% of Lakeland’s outstanding common stock.

(2)

Pursuant to a filing made by Dimensional Fund Advisors LP (“Dimensional Fund Advisors”) on February 8, 2019, Dimensional Fund Advisors has sole power to vote or direct the vote with respect to 2,752,102 shares and sole dispositive power with respect to 2,900,242 shares. The filing further states that the securities reported in the filing are owned by various investment companies, trusts and accounts (collectively, the “Funds”), and that Dimensional Fund Advisors disclaims beneficial ownership of such securities. In addition, the filing provides that the Funds have the right to receive or the power to direct the receipt of, dividends from, or the proceeds from the sale of, the securities held in their respective accounts, and that to the knowledge of Dimension Fund Advisors, no one Fund has an interest in excess of 5% of Lakeland’s outstanding common stock.

(3)

Pursuant to a filing made by Wellington Management Group LLP (“Wellington Management”) and certain related entities with the Securities and Exchange Commission on February 12, 2019, Wellington Management has shared power to vote or direct the vote with respect to 2,224,459 shares and shared dispositive power with respect to 2,632,986 shares. The filing further states that the securities to which the filing relates are owned of record by clients of one or more investment advisers directly or indirectly owned by Wellington Management, and that those clients have the right to receive, or the power to direct the receipt of, dividends from, or the proceeds from the sale of, such securities, although no such client is known to have the right or power with respect to more than 5% of Lakeland’s outstanding common stock.




Delinquent Section 16(a) Beneficial Ownership Reporting Compliance

Reports

Section 16(a) of the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder require Lakeland’s directors, executive officers and 10% shareholders to file with the SEC certain reports regarding such persons’ ownership of Lakeland’s securities. Lakeland is required to disclose any failures to file such reports on a timely basis. Based solely upon a review of the copies of the forms or information furnished to Lakeland, Lakeland believes that during 2018,2021, all filing requirements applicable to its directors and executive officers were satisfied on a timely basis except that (i) Messrs. Bohuny, Deutsch, Flynn, Fredericks, Hanson, Inserra, Marino, McCracken, Nicholson, O’Dowd and Tilton and Ms. Deacon and Ms. Hendershot, each a directorwith the exception of the Company, reported late the grant of their annual restricted stock award, (ii)one Form 4 filing reporting one transaction for Mr. Marino reported late a purchase of common stock to his holdings, and (iii) Messrs. Matteson and Schwarz, each an executive officer of the Company, reported late the withholding of common stock to satisfy their respective tax liability upon the vesting of previously granted restricted stock awards.

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Hanson.

EXECUTIVE COMPENSATION

Compensation Discussion and Analysis

Overview
The following discussion provides an overview and analysis of the Compensation Committee’s philosophy and objectives in designing the Company’s compensation programs as well as the compensation determinations relating to our Named Executive Officers, or NEOs. This discussion should be read together with the compensation tables for our NEOs, which can be found following this discussion.
For 2021, our NEOs were:
NameTitle
Thomas J. SharaPresident and Chief Executive Officer of Lakeland and Lakeland Bank
Thomas F. Splaine, Jr.Executive Vice President and Chief Financial Officer of Lakeland and Lakeland Bank
Ronald E. SchwarzSenior Executive Vice President and Chief Operating Officer of Lakeland and Lakeland Bank
Timothy J. MattesonExecutive Vice President, Chief Administrative Officer, General Counsel and Corporate Secretary of Lakeland and Lakeland Bank
James M. NigroExecutive Vice President, Chief Risk Officer of Lakeland and Lakeland Bank
Executive Summary

Our 2021 performance highlights include:
•In July 2021, we announced the pending acquisition of 1st Constitution Bancorp, a transaction that closed on January 6, 2022, and resulted in a combined organization totaling approximately $10.0 billion in assets upon the closing of the acquisition.
•Net income for the year ended December 31, 2021 was $95.0 million, or $1.85 per diluted share, compared to $57.5 million, or $1.13 per diluted share, for 2020. Financial results for 2021 were favorably impacted by negative provision for credit losses of $10.9 million, compared to a provision for credit losses of $27.2 million for 2020. The negative provision in 2021 demonstrates the continued strength of our credit quality throughout the economic recovery following the COVID-19 pandemic.
•For the year ended December 31, 2021, our return on average assets was 1.19% and our return on average equity was 11.95%, which were at the 48th and 46th percentile of our compensation peer group, respectively, even without any adjustment for $1.8 million in one-time acquisition expenses incurred in 2021. In addition, our efficiency ratio of 53.23% was at the 80th percentile. See page 31 for more details regarding our compensation peer group.
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•At December 31, 2021, loans totaled $5.98 billion, a decrease of $45.1 million from December 31, 2020 as Small Business Association Paycheck Protection Program ("PPP") loans declined $228.1 million.
•Deposits totaled $6.97 billion, increasing $510.0 million, or 8%, from December 31, 2020, to December 31, 2021, primarily due to an increase in savings and interest-bearing transaction accounts.
•We maintained and improved our strong capital position.
•The Company's net interest margin was 3.13% for 2021 compared to 3.09% for 2020.
•The following graph of five-year total shareholder return (TSR) compared to our compensation peer group indicates that our performance on the key operating metrics described above has translated into above-market long-term value for our shareholders
tscomparison.jpg
Key NEO Compensation Decisions

Our compensation decisions for 20182021 reflected the contributions by our NEOs’ contributionsNEOs to our strong performance during the years 20172020 and 2018.2021, including our responses to the COVID-19 pandemic to protect the welfare of our customers and associates and manage our business through related economic challenges. Our annual and long-term incentive plans are designed to bringpay market-competitive incentive compensation while linking our executives' compensation to corporate and individual performance and the value realized by our shareholders.
Salaries: In recognition of our solid performance in 2020 and general market movement in executive compensation, base salaries increased 5% for 2021 for all NEOs, except Mr. Shara, who did not receive a base salary increase. In the case of Mr. Shara, the Compensation Committee provided him a special equity award opportunities more in line2021 in lieu of a salary increase to provide further alignment with shareholders and lessen the ongoing impacts of increases to his fixed compensation.
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Short-term annual cash incentives:The Company performed at maximum performance levels in 2021 on both of the objective corporate performance goals under our 2021 Annual Incentive Plan, which were weighted at 80% of the total plan target. The Company also achieved its performance triggers relating to asset quality and capital levels. In addition, each of our NEOs received a maximum score under the subjective individual performance assessment portion of the plan, which was weighted at 20% of the total plan target. As a result, cash incentive payouts under our 2021 Annual Incentive Plan were at maximum for each of our NEOs.
Long-Term Incentives for 2020 performance: Lakeland did not implement a Long-Term Incentive Plan for 2020 due to the onset of the COVID-19 pandemic and related economic uncertainty. As with annual incentives for 2020, the Committee determined that a subjective assessment of the NEOs’ performance would be the fairest way to determine incentive awards. Based on the Committee’s assessment of performance in 2020, RSU awards for 2020 were granted in February 2021 at 85% of plan target. While we consider these awards to be part of our legacy 2020 compensation program and plan design, they are reported as 2021 compensation in the Summary Compensation Table in this proxy statement per SEC rules.
2021 Long-Term Incentive: In early 2021, Company adopted a new 2021 Long-Term Incentive Plan which incorporates the use of performance-vested equity awards for a portion of each executive’s long-term incentive award. The Company adopted this new plan to incorporate a measurement of multi-year performance into the vesting conditions for a portion of the equity awards our executives receive each year, and to better align with market practice while enhancingpractices and shareholder expectations regarding the link between compensation and corporate, as well as individual, performance.

•

Salaries: In recognition of our solid performance in 2017 and general market movement in executive compensation, base salaries increased between 8.1% and 10.9% for 2018 for all NEOs except for Mr. Rath, who received a 22.7% increase in connection with his promotionuse of performance-vesting awards.

In May 2021, we granted RSU awards to Executive Vice president and Chief Lending Officer.

•

Cash Incentives: The Company performed above targeted performance levels in 2018 and achieved its performance triggers relating to asset quality and capital levels. In addition, our NEOs achieved a majority of their individual goals at or above target performance level. As a result, cash incentive payouts under our 2018 Annual Incentive Plan were above target for each of our NEOs, ranging from 101% to 104% of target.

•

Long-Term Incentives for 2017 performance: We granted restricted stock units to our NEOs in February 2018 based on Company and individual performance in 2017. Fifty percent of the total award opportunity was determined based on a formulaic assessment of corporate performance, while the remaining 50% of the award opportunity was determined based on the Committee’s subjective assessment of corporate and individual performance. As a result of these considerations, restricted stock unit awards for 2017 were granted at 141% of target.

•

Long-Term Incentives for 2018 performance: We granted restricted stock units to our NEOs in February 2019 based on Company and individual performance in 2018. Fifty percent of the total award opportunity was determined based on a formulaic assessment of corporate performance, while the remaining 50% of the award opportunity was determined based on the Committee’s subjective assessment of corporate and individual performance. As a result of these considerations, restricted stock unit awards for 2018 were granted at 99% of target.

Our 2018 financial highlights include:

Net income for the year ended December 31, 2018 was $63.4 million, or $1.32 per diluted share, compared to $52.6 million, or $1.09 per diluted share, for 2017.

At December 31, 2018, loans totaled $4.46 billion, an increase of $303.8 million, or 7.3%, from December 31, 2017.

Our return on assets was 1.15%, return on equity was 10.59% and efficiency ratio was 56.09%, all strong compared to peers.

We maintained and improved our strong capital position.

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Our ratio ofnon-performing assets to total assets decreased from 0.27% in 2017 to 0.22% in 2018.

Due to margin compression in the industry, the Company’s net interest margin was 3.36% for 2018, compared to 3.38% for 2017. However, we maintained higher margins than our peers, achieving a 52nd percentile ranking compared to our peer group. See “Competitive Benchmarking and Peer Groups” below for a listing of our peers.

NEOs based on a specified plan target percent of salary. 50% of the RSUs for each NEO vest, if at all, based on the attainment of ROAE and TSR goals, both of which are measured over a three-year period from 2021-2023 against an index of 50 similarly-sized banks. The remaining 50% of the RSUs awarded to each NEO vest ratably on each of the first three anniversaries of the grant date.

Say on Pay Vote

The Compensation Committee evaluates the Company’s executive compensation programs in light of market conditions, shareholder views, and governance considerations, and makes changes as appropriate. As required by the Dodd-Frank Wall Street Reform and Consumer Protection Act, the Company is required to permit a separatenon-binding shareholder vote to approve the compensation of its executives. The Company held this advisory“say-on-pay” “say-on-pay” vote at the 20182021 Annual Meeting of shareholders. Shareholders overwhelmingly approved the compensation of the executives, with 96%93% of shareholder votesthe shares voted cast in favor of thesay-on-pay proposal.

The Company considered the number of votes cast in favor of the 20182021 say-on-pay proposal to be a positive endorsement of its current pay practices and believes the vote result is evidence that its compensation policies and decisions have been in the best interests of shareholders. The Company will continue to monitor the level of support for eachsay-on-pay proposal in the future and will consider this alongside other factors as it makes future executive compensation decisions.

The Company holds a "say-on-pay" vote on an annual basis. At the 20192022 Annual Meeting, shareholders will be entitled to vote on asay-on-pay proposal. See Proposal 2.

Overview

The following discussion provides an overview and analysis of the Compensation Committee’s philosophy and objectives in designing the Company’s compensation programs as well as the compensation determinations relating to our Named Executive Officers, or NEOs. For 2018, our NEOs were:

Name

Title

Thomas J. Shara

President and Chief Executive Officer of Lakeland and Lakeland Bank

Thomas F. Splaine, Jr.

Executive Vice President and Chief Financial Officer of Lakeland and Lakeland Bank

Ronald E. Schwarz

Senior Executive Vice President and Chief Operating Officer of Lakeland and Lakeland Bank

Timothy J. Matteson

Executive Vice President, Chief Administrative Officer, General Counsel and Corporate Secretary of Lakeland and Lakeland Bank

John F. Rath

Executive Vice President and Chief Lending Officer of Lakeland and Lakeland Bank

This discussion should be read together with the compensation tables for our NEOs, which can be found following this discussion.

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Executive Compensation Philosophy

Our compensation program is designed to attract highly qualified individuals, retain those individuals in a competitive marketplace for executive talent and reward performance in a manner that maximizes our corporate performance while ensuring that these programs do not encourage unnecessary or excessive risks that threaten the value of our Company. We seek to align individual executives’ performance and their long-term interests with our long-term strategic business objectives and shareholder value. We believe that the executive compensation program that we provide fulfills these objectives and motivates key executives to remain with Lakeland for productive careers.

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Our compensation philosophy is determined by our Board of Directors, through its delegated authority to the Compensation Committee, which is comprised solely of independent directors. The Compensation Committee annually reviews our mix of short-term versus long-term incentives and seeks a reasonable balance of those incentives. The guiding principle of our compensation philosophy is that the compensation of our executive officers should be based primarily on the financial and strategic performance of Lakeland, and partially on individual performance. While this“pay-for-performance” “pay-for-performance” philosophy requires the Compensation Committee to first consider Lakeland’s profitability, the Committee does not intend to reward unnecessary or excessive risk taking. These principles are reflected in the specific elements of our compensation program, particularly our annual and long-term incentive programs, as described below.

Role of the Compensation Committee

The Compensation Committee is responsible for the design, implementation and administration of the compensation programs for our executive officers and directors. The Compensation Committee completed the following actions relative to 20182021 executive compensation:

•Reviewed and approved base salary increases

increases.

Reviewed and approved the 2018 Executive Incentive Plan

Reviewed and approved cash incentive payments for NEOs for 2018 performance

•Reviewed and approved equity awards granted in 20182021 to NEOs for 2017 performance

2020 performance.

•Reviewed and approved redesigned executive annual and long-term incentive programs for 2021 and long-term equity awards in 2021.

•Reviewed the compensation peer group

group.

•Reviewed contractual arrangements for NEOs

NEOs.

•Reviewed stock ownership requirements of NEOs,

based on a review of our stock ownership guidelines.

•Reviewed the Company’s compensation philosophy

philosophy.

Reviewed•Determined annual incentives for NEOs for 2021 performance and approved equitythe payment of such awards granted in 2019 to NEOs for 2018 performance

the form of cash in early 2022.

Role and Relationship of the Compensation Consultant

As permitted by the Compensation Committee charter, the Committee periodically engages an independent outside compensation consultant to advise the Committee on executive compensation matters. In 2018,2021, the Committee once again retained McLagan, an Aon company, to provide independent executive compensation advice and market compensation information.consulting services. Pursuant to the terms of its retention, McLaganAon reported directly to the Compensation Committee, which retains sole authority to

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select, retain, terminate, and approve the fees and other retention terms of its relationship with McLagan.

Aon.

During 2018, McLagan2021, Aon assisted the Compensation Committee with the following:

•Advised the Committee on changes in industry compensation practices and provided insight on emerging regulations

regulations.

•Reviewed the competitiveness of the Company’s current pay levels and practices for executive officers as compared to that of the customized peer group

group.

•Assisted the Committee in its review and audit of 2018 performance plan calculations

redesigning the executive incentive programs for 2021.

•Assisted the Committee in its preparation of compensation disclosures as required under RegulationS-K with respect to this proxy statement including this CD&ACompensation Discussion and Analysis and associated tables and disclosures included herein by reference

reference.

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The Committee evaluated McLagan’sAon’s analysis and recommendations alongside other factors when making compensation decisions affecting our 20182021 executive compensation program and when submitting its own recommendations to the Board on these matters.

In 2018,2021, the Committee reviewed its relationship with McLagan.Aon, including Aon's independence. Considering all relevant factors, including those set forth in Rule10C-1(b)(4)(i) through (vi) under the Securities Exchange Act of 1934, as amended, and NASDAQ listing rules, the Committee determined that it is not aware of any conflict of interest that has been raised by the work performed by McLagan. In addition, the Committee has assessed the independence of McLagan, as required under NASDAQ listing rules.

Aon.

Role of Management

The CEO, COO andCEO; COO; Chief Administrative Officer, General Counsel and Corporate SecretarySecretary; and Chief Human Resources Officer assist the Compensation Committee in recommending agenda items for its meetings and by gathering and producing information for these meetings. As requested by the Compensation Committee, the CEO, COO andCEO; COO; Chief Administrative Officer, General Counsel and Corporate SecretarySecretary; and Chief Human Resources Officer participate in Committee meetings to discuss executive compensation, evaluate the performance of both the Company and individual executives, and provide pertinent financial, legal, or operational information. The CEO and COO provide their insights and suggestions regarding compensation, but only Compensation Committee members vote on executive compensation decisions and other Company compensation matters under their purview for recommendation to the Board of Directors.

In 2018,2021, the CEO and COO made recommendations to the Committee regarding base salaries, incentive goals, and equity awards for executives other than themselves. The Committee retained discretion to approve or modify recommendations prior to approval or, in the case of equity awards, prior to presentation before the Board of Directors for ratification. The Committee discussed the CEO’s and COO’s recommendations with them but made final deliberations and recommendations to the Board.

Compensation Risk Oversight
During 2021, the Company’s Compensation Risk Task Force (consisting of the Company’s Chief Human Resources Officer (Chair); Chief Financial Officer; Chief Risk Officer; and Chief Administrative Officer, General Counsel and Corporate Secretary) evaluated all of the compensation plans in which the Company’s employees, including executive officers, participate and reported to the Compensation Committee that none individually, or taken together, was reasonably likely to have a material adverse effect on the Company. No component of compensation was considered to encourage undue risk. The Compensation Committee accepted the Compensation Risk Task Force’s report.
Competitive Benchmarking and Peer Groups

The Compensation Committee believes that it is important to review compensation in the context of Lakeland’s corporate performance and the compensation offered by its peers in the market, which it considers to include companies of similar size, markets, and products.market. In 2018,2020, the Compensation Committee undertook a complete review of executive compensation for each of the NEOs, which was utilized in establishing 20182021 compensation amounts and program design features.

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The Committee determined that the peer group utilized in 2018 was also appropriatethe 2020 compensation review for comparisonsuse in the above analysis. That peer groupestablishing 2021 compensation was determined using the following criteria as of December 31, 2017:

2019:

•Total assets between $3$3.5 billion and $10 billion

$14 billion.

•Located in Connecticut, Delaware, Maryland, New Jersey, New York or Pennsylvania

Pennsylvania.

•Positive ROAA and ROAE

Return on Average Equity ("ROAE").

•More than 10 branches

branches.

•Commercial loans representing between 40% and 90% of total loans

loans.

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An exception was made to the commercial loan criteria for Northwest Bancshares due to its longtime inclusion in our compensation peer group and ConnectOne Bancorp due to its geographic proximity to Lakeland.
The companies included in the 20182020 peer group are:

were:
PeerStateTickerPeerStateTicker
 PeerStateTickerPeerState Ticker 

 Beneficial Bancorp

PABNCL

Northfield Bancorp

NJNFBK

Bridge Bancorp,

Inc. (1)		NYBDGE

OceanFirst Financial Corp.

NBT Bancorp Inc.		NYNJOCFCNBTB

Bryn Mawr Bank Corp

Corporation (2)		PABMTC

Peapack-Gladstone Financial

Northfield Bancorp, Inc.		NJPGCNFBK

 ConnectOne Bancorp

CNB Financial Corporation		PACCNENorthwest Bancshares, Inc.PANWBI
Columbia Financial, Inc.NJCLBKOceanFirst Financial Corp.NJOCFC
ConnectOne Bancorp, Inc.NJCNOB

Peapack-Gladstone Financial Corporation

NJPGC
Customers Bancorp, Inc.PACUBIProvident Financial Services,

Inc.		NJPFS

Financial Institutions,

Inc.		NYFISI

S&T Bancorp, Inc.

PASTBA

First Commonwealth Fin

Financial Corporation		PAFCF

Sandy Spring Bancorp, Inc.

MDSASR

 First Connecticut Bancorp

CTFBNK

Tompkins Financial Corp.

NYTMP

The First of Long Island Corp

Corporation		NYFLIC

UnitedTompkins Financial Bancorp

Corporation		CTUBNK

 Flushing Financial Corp

NYTMP
Flushing Financial CorporationNYFFIC

Univest Corp. of Pennsylvania

Financial Corporation		PAUVSP

Kearny Financial Corp

Corp.		NJKRNY

WSFS Financial Corp.

Corporation		DEWSFS

 NBT Bancorp

NYNBTB

Performance Comparison to Market

Lakeland performed well in 2018 compared to our peer group. The table below illustrates that our performance was generally better than

(1)    Bridge Bancorp Inc. became Dime Community Bancshares, Inc. following its February 1, 2021 merger.
(2)     Bryn Mawr Bank Corporation merged with WSFS Financial Corporation on January 1, 2022.
At the mediantime of the peer group in 2018 on key banking industry performance measures.

Performance Measure LBAI Peer Group
Median		 LBAI to Peers    
(Percentile Rank)    

 Total Assets ($000)

  $5,806,093  $6,730,438   42%

 Net Income ($000)

  $63,401  $60,129   57%

 Core ROAA (%)1

   1.15%   1.20%   42%

 Net Interest Margin (%)

   3.36%   3.34%   52%

 Non-Performing Assets / Total Assets (%)2

   0.22%   0.33%   82%

1

Core ROAA for Lakeland excludesnon-routine transactions.

2

NPA calculation excludes restructured loans

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The following five-year Total Shareholder Return (“TSR”) Comparison graph indicates that our strong performance onselection, Lakeland's asset size of $6.7 billion was at the key operating metrics described above has translated into a strong return for our shareholders over49th percentile of the last five years relative to our peer group. We continue to emphasize equity compensation as a means of aligning the interests of our Named Executive Officers with those of our shareholders. Approximately 25% of our long-term incentive plan continues to be based on Total Shareholder Return.

LOGO

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Discussion of Executive Compensation Components

The following table outlines the major elements of 20182021 total compensation for our executives:


Compensation
Element
Description and
Purpose

Link to Performance		Fixed/
Performance Based		Fixed/
Performance
Based		Short/Long-
Term

Base Salary

Helps attract and retain executives through periodic payments of market-competitive base pay

Based on individual performance, experience, and scope of responsibility. Used to establish cash and equity incentive award opportunities.opportunitiesFixedShort-Term

CashAnnual Short-Term Incentives

Encourages achievement of financial performance metrics that create near-term shareholder value

Quantitatively ties

Ties the executive’s compensation directly to factors that we believe are judged important to the success of the Company and within each executive’s own sphere of influence.


Performance BasedShort-Term
The majority of incentives are based on a Companythe Company's profitability, goal and three profitability goals relative to peers, while a portion of the incentives is tied to individual goals.

Incentives for all executives are conditioned on additional performance triggers that help ensure the Company remains positioned to perform over the long-term.

Performance BasedShort-Term

Annual short-term incentives are generally paid in cash.
Long-Term Equity Incentive Awards

Aligns long-term interests of executives and shareholders while creating a retention incentive through multi-year vesting

The numberA portion of shares awarded is determinedthe LTIP awards vest based partially on the achievement of predefinedfuture Company performance objectives and partially onagainst multi-year goals established at the Board’s subjective evaluationtime of performance.

The resulting awards are designed to maintain a link to the long-term interests of shareholders and emphasize long-term demonstrated financial performance through a tie to the Company’s stock price and dividend payments.

grant.		Performance BasedLong-Term

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Compensation
Element		Description and PurposeLink to PerformanceFixed/
Performance Based		Short/Long-
Term
Supplemental
Executive Retirement Plan

Provides market-competitive income security into retirement while creating a retention incentive through multi-year vesting

--‑ ‑FixedLong-Term

Other Compensation

Dividends on restricted stock and dividendDividend equivalents on restricted stock units, limited perquisites and health and welfare benefits on the same basis as other employees

Dividends on restricted stock and dividendDividend equivalents on restricted stock units further enhance the executive’s link to shareholders by ensuring they share in the distribution of income generated from ongoing financial performance.Fixed & Performance BasedShort-Term & Long-Term

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Base Salary

We believe that a key objective of our salary process is to maintain reasonable “fixed” compensation costs, while taking into account the performance of our executive officers. In determining salary levels for our NEOs, the Compensation Committee reviews salary levels at our peer organizations, but always bases final determinations on the qualifications, experience and performance of the individual executives and the value of the position to the organization.

After reviewing certain market salary information provided by McLaganAon and noting the performance of the Company and individual executives, the Committee determined to increase base salaries by between 8.1% and 10.9%5% for 20182021 for all NEOs except Mr. Shara, who did not receive an increase to his base salary for 2021.


Name

Title
2020
Salary
($)
2021
Salary
($)

%
Change
Thomas J. SharaPresident and CEO870,324 870,324 0%
Thomas F. Splaine, Jr.EVP and CFO373,015 391,666 5%
Ronald E. SchwarzSr. EVP and COO407,532 427,908 5%
Timothy J. MattesonEVP, Chief Administrative Officer, General Counsel and Corporate Secretary331,459 348,032 5%
James M. NigroEVP, Chief Risk Officer331,459 348,032 5%
Salaries reported in the Summary Compensation Table below represent actual salary paid in 2021 for each executive under SEC reporting rules. The reported actual salary amounts for 2020 are higher than the 2020 salary rates in the table above due to the presence of an extra pay period in 2020.
In the case of Mr. Rath, who receivedShara, the Board of Directors determined to grant him a 22.7%special equity award in lieu of a salary increase for 2021. The Board took this action to provide further alignment between Mr. Shara’s compensation interests and the investment interests of shareholders, to avoid an ongoing increase to fixed compensation through higher salary and in connection withrecognition of his promotion to Executive Vice President and Chief Lending Officer.

 Name Title 

 

2017
Salary

($)

  

 

2018
Salary

($)

  

 

%
Change

Thomas J. Shara

 President and CEO  737,000   797,000  8.1%

Thomas F. Splaine, Jr.

 EVP and CFO  310,000   340,000  9.7%

Ronald E. Schwarz

 Sr. EVP and COO  340,000   375,000  10.3%

Timothy J. Matteson

 EVP, Chief Administrative Officer, General Counsel and Corporate Secretary  275,000   305,000  10.9%

John F. Rath

 EVP and Chief Lending Officer  241,280   296,000  22.7%

2018 Incentive Compensation Program

Our 2018 incentive compensation program for our NEOsthe Company’s strong performance in 2020. This special equity award consisted of two distinct parts,10,000 shares of stock issued January 4, 2021, which we call our 2018ratably vest in one-third increments on each of the first three anniversaries of the grant date, provided the executive remains employed by the Company and/or Lakeland Bank. The RSUs will also become vested if the NEO terminates employment due to (i) death, (ii) disability, or (iii) for a reason other than for cause as defined in Mr. Shara's Employment Agreement. All RSUs which have not been forfeited will vest upon a change in control of the Company. The grant date fair value of this special award is reported in the Summary Compensation Table and other required tables below.

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2021 Annual Short-Term Incentive Plan and
In 2021, we returned to our 2018 Long-Term Incentive Plan.

2018 Annual Incentive Plan

historical practice of determining annual incentive awards primarily based on objective, predefined performance metrics through a formal plan structure. Our 20182021 Annual Incentive Plan, or AIP, is designed to motivate executives to attain superior annual performance in key areas that we believe create long-term value to Lakeland and its shareholders. Awards under the plan were payable in cash and were contingent on performance in the following areas:

Corporateagainst pre-established corporate financial performance relative to budgeted amounts;

measures as well as a subjective review of individual performance.

Corporate financial performance relative to peers; and

Individual performance relative topre-established goals.

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2018 AIP Award Opportunities

The table below shows the cash incentiveannual award opportunities for each NEO as a percentage of his base salary, as well as the weightings on the various performance objectives used to calculate awards.

  Cash Incentive Award
Opportunity as % of Salary		 Goal Weighting
 Name Threshold Target Maximum Corporate
(Absolute)		 Corporate
(Peer)		 
 Individual 

 Thomas J. Shara

 22.50% 45.00% 67.50% 60% 30% 10%

 Thomas F. Splaine, Jr.

 20.25% 40.50% 60.75% 60% 30% 10%

 Ronald E. Schwarz

 20.25% 40.50% 60.75% 60% 30% 10%

 Timothy J. Matteson

 20.25% 40.50% 60.75% 60% 30% 10%

 John F. Rath

 18.00% 36.00% 54.00% 55% 10% 35%

2018 These award opportunities were considered in determining annual incentive awards for 2021.

Cash Incentive Award
Opportunity as % of SalaryGoal Weighting
NameThresholdPlan TargetMaximumCorporateIndividual
Thomas J. Shara30%60%90%80%20%
Thomas F. Splaine, Jr.25%50%75%80%20%
Ronald E. Schwarz25%50%75%80%20%
Timothy J. Matteson25%50%75%80%20%
James M. Nigro25%50%75%80%20%
AIP Corporate Performance Objectives

The following table depicts our 20182021 corporate performance objectives and performance results for each of the measures selected by the Committee.

 Annual Performance Goals     Threshold         Target         Max         Actual    

 Corporate Goal

    

 Pre-Tax Net Income ($M)

 $69,785 $82,100 $94,415 $82,141

 Peer Group Comparison-Percentile Ranking

    

 Net Interest Margin (1/3 of Peer Group Goals)

 35% 50% 75% 52%

 Efficiency Ratio (1/3 of Peer Group Goals)

 35% 50% 75% 65%

 Core ROAA3 (1/3 of Peer Group Goals)

 35% 50% 75% 42%

Annual Corporate Performance GoalsWeightingThresholdPlan TargetMaxActual
Pre-Tax Net Income (in thousands)62.5%$73,674$86,675$99,676$111,425
Efficiency Ratio37.5%61.5%58.6%55.7%53.2%
The incentive results shown above exclude $15.9 million in total additional net income due to negative loan loss provision, unbudgeted Paycheck Protection Program income, one-time merger-related expenses and one-time expenses related to subordinated debt prepayment and a branch sale.
For any of the performance measures shown above, performance below threshold will resultwould have resulted in no award payout for that measure, while payouts for any one measure and the plan as a whole are capped at maximum performance level.

In addition to the performanceprimary plan goals listed intypically established under the previous tables,annual incentive plan, the followingplan includes minimum performance triggers needed tothat must be met as of December 31, 2018 in order for any incentive payments to be made under the plan:

 Capital Trigger 

    Must    

Exceed

 Actual

 Leverage Ratio

 5.00% 9.39%

 Tier 1 Capital Ratio

 6.00% 11.26%

 Total Risk-Based Capital Ratio

 

 10.00%

 

 13.71%

 

 Asset Quality Trigger Must Not
Exceed		 Actual

 Non-Performing Assets/Total Assets4

 2.00% 0.22%

plan. The purpose of the minimum performance triggers is to ensure that no incentive awards will be paid in a situation where the safety and soundness of the organization is at risk, and failure to meet these triggers would have resulted in no annual incentive awards being paid for 2021 performance.

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The following chart presents the minimum performance triggers and actual performance on those measures as of December 31, 2021.

Capital Trigger		Must Exceed
Actual
Leverage Ratio5%8.51%
Tier 1 Capital Ratio6%11.15%
Total Risk-Based Capital Ratio10%14.48%
Asset Quality TriggerMust Not ExceedActual
Non-Performing Assets/Total Assets2%0.21%
Each of the performance triggers listed above was satisfied as of December 31, 2018.

3

Core Return on Average Assets is calculated for Lakeland and peers using a standard definition from S&P Market Intelligence, which excludes from the calculation theafter-tax impact of extraordinaryone-time items, income attributable to controlling interests, securities gain and losses, nonrecurring revenues and expenses, and intangibles and goodwill.

4

NPA calculation excludes restructured loans.

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2021.

20182021 AIP Individual Performance Objectives

EachAssessment

In addition to the corporate performance goals listed above, 20% of the overall plan target annual incentive award for each of our NEOs had four to sixwas contingent on their individual performance objectives that impactedor the calculationperformance of their annual incentive awardsarea of oversight within the Company. Individual performance is assessed subjectively by the CEO for 2018. Theexecutives other than himself, and by the Compensation Committee considered strategic leadership roles, each executive’s scope of responsibility and significant upcoming corporate or line of business initiatives in establishing specific performance criteria for eachthe case of the NEOs. Examples of these performance criteria include work in connection with loan and deposit growth, investor relations activities, and cost savings targets. In early 2019, the Committee subjectively evaluated each NEO’s achievements regarding their unique performance criteria andCEO. Each NEO is assigned each performance measure a score on a range from threshold of 85% to maximum of 115%. Target achievement received a score of 100%.
The individual performance score was one of the components considered in calculating the amount of each NEO’s award. Goals were weighted as previously described.

The average individual performance scores for each of our NEOs were as follows:

Name2021 Performance Score
 NameAvg. Performance Score

Thomas J. Shara

100%115%

Thomas F. Splaine, Jr.

100%115%

Ronald E. Schwarz

100%115%

Timothy J. Matteson

100%115%

 John F. Rath

James M. Nigro		109%115%

2018

AIP Awards

In February 2019,2022, the Compensation Committee determined the degree to which our financial performance goals were achieved during 2018.2021. The CEO (or the Compensation Committee, in the case of the CEO) then determined the degree to which the individual performance goals were achieved during 20182021 for each executive.

The following cash payments under the 20182021 AIP were made upon approval by the Compensation Committee:

 Name     2018 AIP Award         AIP Award as % of Target    

 Thomas J. Shara

   $361,638    101% 

 Thomas F. Splaine, Jr.

   138,847    101% 

 Ronald E. Schwarz

   153,140    101% 

 Timothy J. Matteson

   124,554    101% 

 John F. Rath

   111,120    104% 

2017

Name2021 AIP AwardAIP Award as % of Plan Target
Thomas J. Shara$783,292 150%
Thomas F. Splaine, Jr.293,749 150%
Ronald E. Schwarz320,931 150%
Timothy J. Matteson261,024 150%
James M. Nigro261,024 150%
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Long-Term Equity Incentive Awards
2020 Long-Term Incentive Plan (LTIP) Awards Granted in 2018

2017 LTIP Opportunities

Each of our NEOs had the opportunity to earn long-term incentive compensation based on 2017 performance under the 2017 Long-Term Incentive Plan. All awards earned were payable in restricted stock units, or RSUs. Note2021

Please note that, due to SEC reporting rules, the amount of any restricted stock units granted in 20182021 based on 20172020 performance is reported in the Summary Compensation Table of this proxy statement as 20182021 compensation.

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We maintained our 2020 Long-Term Incentive Plan (LTIP) for awards granted in early 2021 based on 2020 performance. The followingpurpose of the LTIP is: 1) to provide award opportunities to our executives that are market-competitive; and 2) to align the receipt of equity incentive awards with the performance of the Company.

Due to the onset of the COVID-19 pandemic and related economic uncertainty, Lakeland did not implement a formal Long-Term Incentive Plan for 2020 performance. Instead, to ensure that awards were competitive relative to our peers and appropriately tied to the performance of the Company, the Committee made decisions on 2020 long-term equity incentive awards based in part on our expected awards opportunities for 2020. In addition, the Committee subjectively assessed performance on the financial performance measures we had historically used in our long-term incentive plan, taking into account performance against internal expectations, our peer group and the broader banking market, as well as non-financial performance.
2020 LTIP Award Opportunities
The table below shows the 2020 LTIP opportunityaward opportunities for our NEOs,each NEO as a percentage of their base salary, as well as the weightings on the formulaic and discretionary evaluations used to calculate the awards.

     2017 Long-Term Incentive Award 
Opportunity as % of Salary		 Goal Weighting
 Name 2017
Salary		 Threshold Target Maximum Corporate  Discretion 

 Thomas J. Shara

 737,000 26.00% 52.00% 78.00% 50% 50%

 Thomas F. Splaine, Jr.

 310,000 19.80% 39.60% 59.40% 50% 50%

 Ronald E. Schwarz

 340,000 19.80% 39.60% 59.40% 50% 50%

 Timothy J. Matteson

 275,000 19.80% 39.60% 59.40% 50% 50%

 John F. Rath

 -- -- -- -- -- --

2017

2021 Long-Term Incentive Award
Opportunity as % of Salary
Goal Weighting
NameThresholdPlan TargetMaximumCorporate AssessmentSubjective Assessment
Thomas J. Shara37.5%75.0%112.5%50.0%50.0%
Thomas F. Splaine, Jr.30.0%60.0%90.0%50.0%50.0%
Ronald E. Schwarz30.0%60.0%90.0%50.0%50.0%
Timothy J. Matteson30.0%60.0%90.0%50.0%50.0%
James M. Nigro30.0%60.0%90.0%50.0%50.0%
2020 LTIP Performance Objectives

The table below depicts

While there was no formulaic assessment of performance in determining 2020 long-term incentive awards, the Committee used our 2017historical LTIP performance objectivesmeasures of core return on average assets ("ROAA") and one-year Total Shareholder Return (TSR) as one consideration in its decision-making. ROAA was assessed relative to both initial budget goals, which were not met due largely to significant increases in provision for loan losses, and our 2020 compensation peer group, against which our performance resultswas slightly above median. Our TSR for 2020 was at the 24th percentile against an index of all public U.S. banks between $4 billion and $10 billion in assets. In addition, the Committee historically has used its subjective review of corporate performance as a significant consideration in its decision-making regarding long-term incentives. In its view, our performance in 2020 was strong in spite of uniquely adverse pandemic conditions and laid a firm foundation for the two measures utilized infuture success of the 2017 LTIP:

 Long-Term Performance Goals  Threshold  Target  Max    Actual

 Corporate Goals

         

 Reported ROAA (%)

  0.78  0.92  1.06   1.00

 1-Year Relative TSR (Peer Percentile Ranking)

  35%  50%  75%   66%

Company.

Based on the results shown above, both our ROAA and ourone-year TSR performance resultedCommittee’s assessment, long-term incentive awards for 2020 were granted at 85% of plan target. These awards were granted in awards above target for those portions of the plan.

2017 LTIP Discretionary Performance Evaluation

As described above, 50% of the total award opportunity for our NEOs is determined through the Compensation Committee’s discretionary assessment of corporate and individual performanceFebruary 2021 in the preceding year. In determiningform of RSUs and are reported in the discretionary awards for 2017, the Committee took into consideration Lakeland’s solid overall financial performance in 2017.

After considering all relevant factors, the Committee determined to award each of our NEOs the maximum number of restricted stock units available to him under the discretionary portion of the LTIPSummary Compensation Table below as a reflection of Lakeland’s and our NEOs’ strong performance in 2017.

20172021 compensation per SEC rules.

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2020 Equity Awards

The following restricted stock unitRSU awards (RSUs) were granted onin February 28, 20182021 upon approval by the Compensation Committee:

  Corporate Performance Award  Discretionary Award  Cumulative Award
 Name   # of RSUs      Grant Date Fair  
Value		  # of RSUs  Grant Date
Fair Value		  Total Grant
Date Fair
Value		  Total Grant Date 
Value as % of
Target Award

 Thomas J. Shara

  13,274  $253,522   15,048  $287,430  $540,952 141%

 Thomas F. Splaine, Jr.

  4,252  $81,208   4,820  $92,070  $173,278 141%

 Ronald E. Schwarz

  4,664  $89,067   5,286  $100,980  $190,047 141%

 Timothy J. Matteson

  3,771  $72,040   4,276  $81,675  $153,715 141%

 John F. Rath

  --   --   --   --  -- --

Committee.

2020 LTIP Award
 
Name		# of RSUsGrant Date Fair ValueTotal Grant Date Value as % of Plan Target Award
Thomas J. Shara33,831$554,83285.0%
Thomas F. Splaine, Jr.11,599190,23885.0%
Ronald E. Schwarz12,673207,84185.0%
Timothy J. Matteson10,307169,04485.0%
James M. Nigro10,307169,04485.0%
The RSUs granted to each NEO willratably vest 100%in one-third increments on each of the third anniversaryfirst three anniversaries of the grant date, provided that Lakeland has achievedpre-established performance metrics over a three year period

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and the executive remains employed by the Company.Company and/or Lakeland Bank. The RSUs to the extent earned, will also become vested if the NEO terminates employment due to (i) death, (ii) disability after having at least five years of service with the Company or theLakeland Bank, or (iii) retirement after attaining age 65 with at least five years of service. All performance-based RSUs which have not been forfeited will vest in the event of a change in control of the Company.

2018 Long-Term Incentive Plan Opportunities

As mentioned above, we also maintained our 2018 Long-Term Incentive Plan (LTIP) for awards granted in early 2019 based on 2018 performance. The purposes of the LTIP are: 1) to provide award opportunities to our executives that are market-competitive; and 2) to align the receipt of equity incentive awards with the performance of the Company. The Compensation Committee believes that formalizing the connection between corporate performance and award payouts for a portion of our long-term incentive awards provides concrete, measurable objectives for our executives, and ultimately motivates long-term value creation for our shareholders.

Awards under the 2018 LTIP were conditioned on three elements:

Lakeland’s ROAA (reported return on average assets) in 2018 relative to our budgeted expectations

Lakeland’s total shareholder return (TSR) in 2018 relative to the peer group

The Committee’s discretionary assessment of corporate and individual performance in 2018

2018 LTIP Award Opportunities

The table below shows the LTIP award opportunities for each NEO as a percentage of his base salary, as well as the weightings on the formulaic and discretionary evaluations used to calculate awards.

  2018 Long-Term Incentive Award
Opportunity as % of Salary		   Goal Weighting
 Name   Threshold     Target     Maximum     Corporate   Discretion  

 Thomas J. Shara

 22.50% 45.00% 67.50%  50% 50%

 Thomas F. Splaine, Jr.

 20.25% 40.50% 60.75%  50% 50%

 Ronald E. Schwarz

 20.25% 40.50% 60.75%  50% 50%

 Timothy J. Matteson

 20.25% 40.50% 60.75%  50% 50%

 John F. Rath

 18.00% 36.00% 54.00%  50% 50%

2018 LTIP Performance Objectives

The table below depicts our 2018 performance objectives and performance results for the two measures utilized in the 2018 LTIP:

 Long-Term Performance Goals  Threshold  Target  Max    Actual

 Corporate Goals

         

 Reported ROAA (%)

  0.99  1.16  1.33   1.15

 1-Year Relative TSR (Peer Percentile Ranking)

  35%  50%  75%   21%

Based on the results shown above, our ROAA performance resulted in an award slightly below target for that portion of the plan.One-year TSR performance was below threshold and resulted in no payout under the LTIP.

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2018 Discretionary Performance Evaluation

As described above, 50% of the total award opportunity for each of our NEOs is determined through the Compensation Committee’s discretionary assessment of corporate and individual performance in the preceding year. In determining the discretionary awards for 2018, the Committee took into consideration Lakeland’s solid financial performance in 2018, as previously described.

After considering all relevant factors, the Committee determined to award each of our NEOs the maximum number of shares available to such NEO under the discretionary portion of the LTIP as a reflection of Lakeland’s and our NEOs’ performance in 2018.

2018 Equity Awards

The following RSU awards, which will be reported in our 2020 proxy statement as 2019 compensation, were granted in February 2019 upon approval by the Compensation Committee:

  Corporate Performance Award  Discretionary Award  Cumulative Award
 Name # of RSUs  Grant Date Fair
Value		  # of RSUs  Grant Date
Fair Value		  Total Grant
Date Fair
Value		   Total Grant Date 
Value as % of
Target Award

 Thomas J. Shara

  5,218  $87,085   16,116  $268,988  $356,073  99%

 Thomas F. Splaine, Jr.

  2,002   33,413   6,187   103,275   136,688  99%

 Ronald E. Schwarz

  2,208   36,852   6,824   113,906   150,758  99%

 Timothy J. Matteson

  1,796   29,973   5,550   92,644   122,617  99%

 John F. Rath

  1,549   25,856   4,788   79,920   105,776  99%

The RSUs granted to each NEO will vest 100% on the third anniversary of the grant date, provided that Lakeland has achievedpre-established performance metrics over a three year period and the executive remains employed by the Company. The RSUs, to the extent earned, will also become vested if the NEO terminates employment due to (i) death, (ii) disability after having at least five years of service with the Company or the Bank, or (iii) retirement after attaining age 65 with at least five years of service. All performance-based RSUs which have not been forfeited will vest upon a change in control of the Company.

2021 Long-Term Incentive Plan (LTIP) Awards Granted in 2021
In 2021, the Company adopted a new 2021 LTIP which incorporates the use of performance-vested equity awards for a portion of each executive’s long-term incentive award.
The Company adopted this new plan to incorporate a measurement of multi-year performance into the vesting conditions for a portion of the equity awards our executives receive each year, and to better align with market practices and shareholder expectations regarding the use of performance-vesting awards.
Equity awards under the plan consisted of RSUs based on a specific plan target value of equity, which is expressed as a percentage of each executive’s base salary. The table below reflects the total plan target equity value for each of our NEOs.
Name2021 LTI Award Plan Target as % of Salary
Thomas J. Shara75%
Thomas F. Splaine, Jr.60%
Ronald E. Schwarz60%
Timothy J. Matteson60%
James M. Nigro60%
RSUs equal to the plan target award value above were granted on May 19, 2021 and consisted of the following types of equity awards:
a.Performance-vesting RSUs consisting of 50% of the plan target award value
b.Time-vesting RSUs consisting of 50% of the plan target award value
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Performance-Vested RSUs
Performance-vested RSUs awarded under this plan will vest 100% after three years. The number of RSUs that vest, if any, will be dependent on performance against pre-established goals during the three-year performance period as well as participants’ continued service through the vesting date.
The evaluation of performance will use a two-step measurement process:
1.Primary Goal – Return on Average Equity: Lakeland’s ROAE will be measured on a three-year average basis against an index of similarly-sized banks that is listed in Appendix B. Performance against the ROAE goal will determine initial share vesting.
ThresholdPlan TargetMaximum
Performance Level25th Percentile50th Percentile75th Percentile
Payout Level (% of plan target)50%100%150%
2.    Modifier – Total Shareholder Return: After determining the initial vesting amount based on ROAA performance, the Company’s total shareholder return (TSR) performance will be measured against an index of 50 banks between $6 billion and $12 billion in total assets as of December 31, 2020. The number of initially earned shares from Step 1 will be adjusted upward or downward by up to 25% based on the Company’s TSR performance against the banking index.
The table below illustrates the TSR modifier.
3-Year Total Shareholder Return
Lakeland TSR Compared to Index 50th PercentileModifier
Underperform the 50th by 20% or more(25)%
Perform at the 50th—%
Outperform the 50th by 20% or more25%
Time-Vested RSUs
One-third of the time-vested RSUs awarded under this plan will vest on each of the first three anniversaries of the grant date, provided the participant is employed on the vesting date.
At plan target, the time-vested RSUs comprise 50% of the overall equity award. However, the Compensation Committee has limited flexibility in determining the number of time-vested awards to grant to each plan participant, with the actual number of time-vested awards granted to each participant ranging from 75% to 125% of the plan target level.
The time-vested awards under the 2021 LTIP were granted at 100% of plan target for each NEO.
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2021 LTIP Awards
The table below details the awards under the 2021 LTIP that were granted in 2021 to each of our NEOs.
2021 LTIP Award
 
Name		# of Time-Vested RSUs# of Performance-Vested RSUsGrant Date Fair Value
Thomas J. Shara17,56517,565$652,743
Thomas F. Splaine, Jr.6,3236,323234,999
Ronald E. Schwarz6,9096,909256,745
Timothy J. Matteson5,6195,619208,819
James M. Nigro5,6195,619208,819
Other Elements of Compensation for Executive Officers

In order to attract and retain qualified executives, we provide executives with a variety of benefits and perquisites, consisting primarily of retirement benefits through our 401(k) plan and various retirement plans, executivedeferred compensation plan, group-term life insurance, executive health exams and the use of automobiles. Details of the values of these benefits and perquisites may be found in the footnotes and narratives to the Summary Compensation Table. Lakeland has also entered into a Supplemental Executive Retirement Plan Agreement with Mr. Shara. See “Employment Agreements and Other Arrangements with Named Executive Officers.”

Employment and Other Agreements

Our employment and change in control agreements with the Named Executive Officers are described laterelsewhere in this proxy statement. See “Employment Agreements and Other Arrangements with Named Executive Officers.”

Compliance with Sections 162(m) and 409A of the Internal Revenue Code

Section 162(m) of the Internal Revenue Code denies a tax deduction to any publicly held corporation for compensation paid to certain “covered employees” in a taxable year to the extent that compensation exceeds $1,000,000 for a covered employee.

-35-

Effective for taxable years beginning prior to January 1, 2018, an exception to this deduction limit applied to “performance-based compensation”, such as stock options and other equity awards, that satisfies certain criteria. Under the Tax Cuts and Jobs Act of 2017, the performance-based pay exception to Section 162(m) was eliminated, but a transition rule may allow the exception to continue to apply to certain performance-based compensation payable under written binding contracts that were in effect on November 2, 2017.

The Compensation Committee considers the impactbelieves that tax deductibility is one of Section 162(m) onmany factors that should be considered in developing an appropriate compensation decisions,program for its executive officers, but reserves the right to approve compensation for an executive officer that exceeds the deduction limit of Section 162(m) in order to provide competitive compensation packages.

It is our intention to maintain our executive compensation arrangements in conformity with the requirements of Section 409A of the Internal Revenue Code, which imposes certain restrictions on deferred compensation arrangements.

-39-



Clawback Policies

Compensation recovery policies, or “clawbacks,” began to be used with the enactment of the Sarbanes-Oxley Act in 2002, which required that in the event of any financial statement restatement based on executive misconduct, public companies must recoup incentives paid to the company’s CEO and CFO within 12 months preceding the restatement. The Company’s CEO and CFO are currently subject to the Sarbanes-Oxley clawback provision which is set forth in Section 304 of the Sarbanes-Oxley Act, and provides that if an issuer “is required to prepare an accounting restatement due to material noncompliance of the issuer, as a result of misconduct, with any financial reporting requirement under the securities laws,” the CEO and CFO shall reimburse the issuer for any bonus or other incentive-based or equity-based compensation received, and any profits realized from the sale of the securities of the issuer, during the year following issuance of the original financial report.

In addition, the Compensation Committee intends to fully comply with the Dodd-Frank Wall Street Reform and Consumer Protection Act regarding this issue once rulemakingrule making has been completed with respect to these provisions. Until formal guidance is available, the Compensation Committee will address any situation that may arise and determine the proper and appropriate course of action in fairness to shareholders and award recipients.

-36-

Compensation Committee Report
The Compensation Committee has reviewed and discussed with management the information provided under the caption “Compensation Discussion and Analysis” set forth in this proxy statement. Based on that review and those discussions, the Compensation Committee recommended to our Board that such “Compensation Discussion and Analysis” be included in this proxy statement.
Robert E. McCracken (Chair)
Bruce D. Bohuny
Lawrence R. Inserra, Jr.
Robert B. Nicholson, III
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Summary of Cash and Certain Other Compensation

The following table sets forth,presents, for the three years ended December 31, 2018,2021, a summary of the compensation earned by Thomas J. Shara, our President and Chief Executive Officer, Thomas F. Splaine, Jr., our Chief Financial Officer, and our three other most highly compensated executive officers for 2018. We refer to the executive officers named in this table as the “Named Executive Officers.”2021, provided they were NEOs during that time. None of the Named Executive OfficersNEOs received option awards during the years presented in the table.

SUMMARY COMPENSATION TABLE

Name and Principal
Position		Year

Salary

($)

Stock
Awards

($)

Non-Equity
Incentive
Plan
Compensation

($)

Change in
Pension Value
and
Nonqualified
Deferred
Compensation
Earnings
($)

All Other
Compensation

($)

Total

($)

Thomas J. Shara,

President and Chief Executive Officer

Name and Principal PositionYearSalary ($)Bonus ($) (1)Stock Awards ($) (2) (3) (4)Non-Equity
Plan Incentive Compensation ($)		Change in Pension Value and Nonqualified Deferred Compensation Earnings ($) (4)All Other Compensation ($) (5)Total ($)
Thomas J. Shara, President and Chief Executive Officer2021870,324 — 1,376,018 783,292 370,774 86,744 3,487,152 
2020903,798 443,866 591,199 — 460,229 60,009 2,459,101 
2019828,880 — 356,073 450,533 331,346 52,493 2,019,325 
Thomas F. Splaine, Jr., Executive Vice President and Chief Financial Officer2021388,796 — 440,394 293,749 — 52,850 1,175,789 
2020383,301 158,531 206,126 — — 37,183 785,141 
2019350,070 — 136,688 165,020 — 40,213 691,991 
Ronald E. Schwarz,
Senior Executive Vice President and Chief Operating Officer		2021424,773 — 481,165 320,931 15,484 57,990 1,300,343 
2020419,474 173,201 227,053 — 20,545 42,565 882,838 
2019386,106 — 150,758 184,627 13,090 43,823 778,404 
Timothy J. Matteson,
Executive Vice President, Chief Administrative Officer, General Counsel and Corporate Secretary		2021345,482 — 391,340 261,024 594 41,693 1,040,133 
2020341,172 140,870 184,670 — 748 39,914 707,374 
2019314,033 — 122,617 149,453 202 24,160 610,465 
James M. Nigro,
Executive Vice President and Chief Risk Officer		2021345,483 — 391,340 261,024 3,830 47,137 1,048,814 
2020341,172 140,871 184,671 — 3,818 44,178 714,710 
2019310,187 — 112,566 148,743 861 29,865 602,222 
(1)    The 2020 bonus represents the annual incentive plan award, which the NEOs elected to take in the form of RSUs in lieu of cash, which were granted in February 2021.
(2)    The 2021 awards for all NEOs reflect the sum of (1) the aggregate grant fair value of the 2020 LTIP RSUs granted in February 2021, plus (2) the aggregate fair value of the 2021 LTIP RSUs granted in May 2021, which were determined in accordance with FASB ASC Topic 718. Mr. Shara's 2021 awards also include the RSUs granted in January in lieu of a salary increase, which ratably vest in one-third increments on each of the first three anniversaries of the grant date, provided the executive remains employed by the Company and/or Lakeland Bank. The RSUs granted in February 2021 were granted based on Company and individual performance in 2020 and vest at the end of a three-year period based on continued service and the satisfaction of specified performance goals at each year end of that three-year period. Of the RSUs granted in May 2021, 50% vest ratably in one-third increments on each of the first three anniversaries of the grant date and 50% vest at the end of a three-year period based on continued service and the satisfaction of specified performance goals at each year end of that three-year period, provided that, subject to certain exceptions, the NEO remains continuously employed as of each anniversary date. See the “Compensation Discussion and Analysis” for further details.
-41-



(3)    The 2020 awards reflect the sum of (1) the aggregate grant fair value of the RSUs granted in February 2020, plus (2) the portion of the Company and
Lakeland Bank


2018

2017

2016



797,000

737,000

670,000



540,952

433,127

295,750



361,638    

272,289    

212,654    



200,840

191,112

155,336



51,663

45,583

48,766



1,952,093

1,679,111

1,382,506


Thomas F. Splaine, Jr., Executive Vice

President and Chief Financial Officer of the Company and Lakeland Bank


2018

2017

2016




326,923

298,462
235,000





173,278

50,000
85,875




138,847    

128,271    

75,000    



--

--

--




19,309

4,816
1,807





658,357
481,549

397,682



Ronald E. Schwarz,

Senior Executive Vice President and Chief Operating Officer of the Company and Lakeland Bank


2018

2017

2016



361,154

329,587

310,000



190,047

157,459

73,700



153,140    

140,684    

113,176    



4,915

3,124

1,043



27,871

25,092

30,339



737,127

655,946

528,258


Timothy J. Matteson,

Executive Vice President, Chief Administrative
Officer, General Counsel and Corporate Secretary of the Company and Lakeland Bank


2018

2017

2016



291,923

270,423

243,663



153,715

95,823

65,175



124,554    

113,705    

84,363    



754

1,101

492



20,104

17,682

22,612



591,050

498,734

416,305


John F. Rath,

Executive Vice President and Chief Lending Officer of the Company and Lakeland Bank


2018

2017

2016



284,616

239,852

230,654



31,496

25,240

18,535



111,120    

58,500    

58,035    



--

--

--



22,095

24,965

22,359



449,326

348,557

329,583


In the table above:

When we refer to amounts under “Stock Awards,” we are referring to the aggregate grant date fair value of the RSUs granted to the NEO in lieu of cash in February 2021 that exceeded the NEO’s cash incentive awards earned for 2020, which was determined in accordance with FASB ASC Topic 718. The stock awards granted in February 2020 were granted based on Company and individual performance in 2020 and vest at the table forend of a three-year period based on continued service and the satisfaction of specified performance goals at each year were basedend of that three-year period. The RSUs granted in February 2021 vest ratably in one-third increments on each of the prior year’s performance (exceptfirst three anniversaries of the grant date, provided that, subject to certain exceptions, the NEO remains continuously employed as of each anniversary date. See the “Compensation Discussion and Analysis” for Mr. Splaine, who was

further details.

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not eligible for the 2016 LTIP and Mr. Rath who was not eligible for the 2016 and 2017 LTIP). See the “Compensation Discussion and Analysis” for a description of restricted stock units granted in February 2019 based on 2018 performance. These restricted stock units generally vest over a three year period based on continued service and the satisfaction of specified performance goals.

When we refer to “Change in Pension Value and Nonqualified Deferred Compensation Earnings”, we are referring to the(4)    The aggregate change in the present value of Mr. Shara’s accumulated benefits for 20182021 under his Supplemental Executive Retirement Plan Agreement and, with respect to Messrs. Shara, Schwarz, Matteson and Matteson,Nigro, above-market or preferential earnings (in accordance with SEC rules, the amount of interest in excess of 120% of the applicable federal rate, with compounding, is deemed to be above-market or preferential) of $68,659, $4,915$176,053, $15,484, $594 and $754,$3,830, respectively, on deferred compensation that is nottax-qualified. See “Deferred Compensation.”

(5)    All Other Compensation.We provide our Named Executive Officers with other benefits that we believe are reasonable, competitive and consistent with our overall executive compensation program. The costs of these benefitsCompensation for 2018, minus any reimbursements by the Named Executive Officers, are shown in the following table:

Name

 

 

Use of Car
($)

 

  

Premiums for
Group Term
Life Insurance
($)

 

  

Cash Dividends
Paid on
Restricted
Stock and
Restricted
Stock Units ($)

 

  

 

Contribution to
401(k) Plan to
matchPre-tax
Deferral
Contribution
(included
under
“Salary”) ($)

 

 

 

Thomas J. Shara

 

 

 

 

 

 

5,479

 

 

 

 

 

 

 

 

 

3,168

 

 

 

 

 

 

 

 

 

34,766

 

 

 

 

 

 

 

 

 

8,250

 

 

 

 

 

Thomas F. Splaine, Jr.

 

 

 

 

 

 

9,056

 

 

 

 

 

 

 

 

 

1,104

 

 

 

 

 

 

 

 

 

7,580

 

 

 

 

 

 

 

 

 

1,569

 

 

 

 

 

Ronald E. Schwarz

 

 

 

 

 

 

7,208

 

 

 

 

 

 

 

 

 

3,168

 

 

 

 

 

 

 

 

 

10,753

 

 

 

 

 

 

 

 

 

6,742

 

 

 

 

 

Timothy J. Matteson

 

 

 

 

 

 

6,015

 

 

 

 

 

 

 

 

 

720

 

 

 

 

 

 

 

 

 

8,283

 

 

 

 

 

 

 

 

 

5,086

 

 

 

 

 

John F. Rath

 

 

 

 

 

 

9,929

 

 

 

 

 

 

 

 

 

3,047

 

 

 

 

 

 

 

 

 

2,531

 

 

 

 

 

 

 

 

 

6,588

 

 

 

 

GrantNEOs is as follows:

Name Use of Car
($)		Premiums for
Group Term
Life Insurance
($)		Cash Dividends
Paid on
Restricted
Stock and
Restricted
Stock Units ($)		Cost of Coverage under Executive Health Care Program ($)Contributions to 401(k) Plan to match Pre-tax
Deferral Contributions (included under "Salary”) ($)
Thomas J. Shara6,798 3,257 68,956 — 7,732 
Thomas F. Splaine, Jr.9,246 2,115 22,553 11,000 7,936 
Ronald E. Schwarz8,131 6,212 24,753 11,000 7,894 
Timothy J. Matteson8,271 1,144 20,126 5,000 7,152 
James M. Nigro13,565 1,149 19,541 5,000 7,882 
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Grants of Plan Based Awards

During 2018, the equity incentive plan

The following table sets forth information relating to grants of plan-based awards to our Named Executive Officers were restricted stock units (“RSUs”), granted on February 28, 2018, based on 2017 performance.the NEOs during 2021. The information in the table below under columns (b), (i) and (l) pertain to these grants. The Named Executive OfficersNEOs did not receive option awards in 2018.

Our Named Executive Officersearned non-equity2021.

"ACI" is the annual cash incentive plan awards for 2018 award payable in the form of cash. These cash payments were made in February 2019March 2022 and, in accordance with SEC rules, are included in the Summary Compensation Tableunder “Non-equity"Non-equity Incentive Plan Compensation”Compensation" for 2018.2021.
"PSU" is performance-based RSU awards subject to performance-based vesting.
"RSU" is RSU awards subject to time-based vesting.
Estimated Possible Payouts Under Non-Equity Incentive Plan AwardsEstimated Possible Payouts Under Equity Incentive Plan AwardsAll other
Stock
Awards
or Units
(#)
(1) (2) (4)		Grant
Date Fair Value of Stock
Awards
($) (5)
NameAward TypeGrant DateThreshold
($)		Plan Target
($)		Maximum
($)		Threshold
(#)		Plan Target
(#)
(3)		Maximum
(#)
Thomas J. SharaACI261,097 522,194 783,292 
RSU1/4/202110,000 126,300 
RSU2/24/202133,831 554,832 
PSU5/19/20218,783 17,565 26,348 368,514 
RSU5/19/202117,565 326,372 
Thomas F. Splaine, Jr.ACI97,917 195,833 293,749 
RSU2/24/202111,599 190,238 
PSU5/19/20213,162 6,323 9,485 132,657 
RSU5/19/20216,323 117,500 
Ronald E. SchwarzACI106,977 213,954 320,931 
RSU2/24/202112,673 207,841 
PSU5/19/20213,455 6,909 10,364 144,951 
RSU5/19/20216,909 128,372 
Timothy J. MattesonACI87,008 174,016 261,024 
RSU2/24/202110,307 169,044 
PSU5/19/20212,810 5,619 8,429 117,887 
RSU5/19/20215,619 104,410 
James M. NigroACI87,008 174,016 261,024 
RSU2/24/202110,307 169,044 
PSU5/19/20212,810 5,619 8,429 117,887 
RSU5/19/20215,619 104,410 
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(1)    The informationRSUs granted on January 4, 2021, will ratably vest in one-third increments on each of the first three anniversaries of the grant date.
(2)    The RSUs granted on February 24, 2021, will vest 100% on the third anniversary of the grant date, provided the performance goals were met for each of the three years following grant and the executive remains employed by the Company and/or Lakeland Bank.
(3)    The RSUs granted at Target on May 19, 2021, will vest 100% on the third anniversary of the grant date, provided the performance goals were met for each of the three years following grant and the executive remains employed by the Company and/or Lakeland Bank.
(4)    The remaining RSUs granted on May 19, 2021, will ratably vest in one-third increments on each of the first three anniversaries of the grant date
(5)    The grant date fair value of stock awards granted in 2021 is calculated by multiplying the number of shares by the closing stock price on the date of grant, or in the table below under columns (c), (d) and (e) pertain to these cash incentive awards.

The amounts incase of performance-vested RSUs, by the columns under Estimated Possible Payouts Under Equity Incentive Plan Awards are denominated in dollars, although the applicable payouts were made in grants of RSUs under the Company’s Amended and Restated 2009 Equity Compensation Program (the “2009 Equity Program”). No awards were made to our Named Executive Officers during 2018 under the Company’s

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Monte Carlo-adjusted stock price.

2018 Omnibus Equity Incentive Plan (the “2018 Equity Plan”), which is the successor to the 2009 Equity Program, and no additional awards will be granted under the 2009 Equity Program.

      

Name
(a)

 

 

 Grant Date 

(b)

 

 

Estimated Possible Payouts
Under Non-Equity Incentive Plan
Awards

 

  

 

Estimated Possible Payouts
Under Equity Incentive Plan
Awards

 

  

 All other 
Stock
Awards:
Number
of
Shares
of Stock
or Units

(#)(i)

 

  

Grant
Date Fair
Value of
Stock
and
Option
Awards

($)(l)

 

 
 

Threshold
($)(c)

 

  

Target
($)(d)

 

  

Maximum
($)(e)

 

  

Threshold
($)(f)

 

  

Target
($)(g)

 

  

Maximum
($)(h)

 

 

Thomas J. Shara

 

 2/28/2018

 

  

 

179,325

 

 

 

  

 

358,650

 

 

 

  

 

537,975

 

 

 

  

 

191,620

 

 

 

  

 

383,240

 

 

 

  

 

574,860

 

 

 

  

 

28,322

 

 

 

  

 

540,952

 

 

 

Thomas F. Splaine, Jr.

 

 2/28/2018

 

  

 

68,850

 

 

 

  

 

137,700

 

 

 

  

 

206,550

 

 

 

  

 

61,380

 

 

 

  

 

122,760

 

 

 

  

 

184,140

 

 

 

  

 

9,072

 

 

 

  

 

173,278

 

 

 

Ronald E. Schwarz

 

 2/28/2018

 

  

 

75,938

 

 

 

  

 

151,875

 

 

 

  

 

227,813

 

 

 

  

 

67,320

 

 

 

  

 

134,640

 

 

 

  

 

201,960

 

 

 

  

 

9,950

 

 

 

  

 

190,047

 

 

 

Timothy J. Matteson

 

 2/28/2018

 

  

 

61,763

 

 

 

  

 

123,525

 

 

 

  

 

185,288

 

 

 

  

 

54,450

 

 

 

  

 

108,900

 

 

 

  

 

163,350

 

 

 

  

 

8,047

 

 

 

  

 

153,715

 

 

 

John F. Rath

 

 

 2/28/2018

 

 

  

 

 

53,280

 

 

 

 

 

  

 

 

106,560

 

 

 

 

 

  

 

 

159,840

 

 

 

 

 

  

 

 

--

 

 

 

 

 

  

 

 

--

 

 

 

 

 

  

 

 

--

 

 

 

 

 

  

 

 

1,649

 

 

 

 

 

  

 

 

31,496

 

 

 

 

 

Outstanding Equity Awards at December 31, 2018

2021

The following table sets forth,summarizes, by individual grants, the total number of RSUs for each NEO that have not vested. The market values of RSUs in the table are calculated by multiplying the closing market price of our common stock on the last trading day in 2021, which was $18.99, by the applicable number of shares of common stock underlying each of the Named Executive Officers, information regarding RSUs outstanding at December 31, 2018. The vesting dates applicable to each RSU that was not vested on December 31, 2018 are described following the table.Officer’s RSUs. At December 31, 2018,2021, the Named Executive Officers did not hold any other equity awards, including stock options or restricted stock awards.

Stock Awards

Name

(a)

 

Number of
Shares or
Units of Stock
That Have Not
Vested

(#)

(g)

  

Market Value
of Shares or
Units of Stock
That Have Not
Vested

($)

(h)

  

Equity Incentive
Plan Awards
Number of
Unearned Shares,
Units or Other
Rights That Have
Not Vested

(#)

(i)

  

Equity Incentive
Plan Awards
Market or Payout
Value Of Unearned
Shares, Units Or
Other Rights That
Have Not Vested
($) (j)

 

 
     

 

Thomas J. Shara

 

 

 

 

 

 

13,448

 

 

 

 

 

 

 

 

 

199,165

 

 

 

 

 

 

 

 

 

52,598

 

 

 

 

 

 

 

 

 

778,971

 

 

 

 

     

 

Thomas F. Splaine, Jr.

 

 

 

 

 

 

--

 

 

 

 

 

 

 

 

 

--

 

 

 

 

 

 

 

 

 

19,072

 

 

 

 

 

 

 

 

 

282,456

 

 

 

 

     

 

Ronald E. Schwarz

 

 

 

 

 

 

7,527

 

 

 

 

 

 

 

 

 

111,480

 

 

 

 

 

 

 

 

 

17,650

 

 

 

 

 

 

 

 

 

261,391

 

 

 

 

     

 

Timothy J. Matteson

 

 

 

 

 

 

5,933

 

 

 

 

 

 

 

 

 

87,868

 

 

 

 

 

 

 

 

 

13,409

 

 

 

 

 

 

 

 

 

198,587

 

 

 

 

     

 

John F. Rath

 

 

 

 

 

 

--

 

 

 

 

 

 

 

 

 

--

 

 

 

 

 

 

 

 

 

3,830

 

 

 

 

 

 

 

 

 

56,722

 

 

 

 

In the table above, we are disclosing:

in column (g), the number of shares of our common stock covered by RSUs that were not vested (but were earned) as of December 31, 2018;

NameGrant DateNumber of Shares That Have Not Vested (#)Market Value of Shares of Stock That Have Not Vested ($)Equity Incentive Plan Awards Number of Unearned Shares, Units or Other
Rights That Have Not Vested
(#)		Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)
Thomas J. Shara2/27/201914,223$270,095 7,111$135,038 
2/26/202010,987208,643 21,973417,267 
1/4/202110,000189,900 — — 
2/24/202165,6721,247,111 — — 
5/19/202117,565333,559 17,565333,559 
Thomas F. Splaine, Jr.2/27/20195,459 103,666 2,730 51,843 
2/26/20203,816 72,466 7,633 144,951 
2/24/202122,972 436,238 — — 
5/19/20216,323 120,074 6,323 120,074 
Ronald E. Schwarz2/27/20196,021 114,339 3,011 57,179 
2/26/20204,209 79,929 8,418 159,858 
2/24/202125,097 476,592 — — 
5/19/20216,909 131,202 6,909 131,202 

in column (h), the aggregate market value as of December 31, 2018 of

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NameGrant DateNumber of Shares That Have Not Vested (#)Market Value of Shares of Stock That Have Not Vested ($)Equity Incentive Plan Awards Number of Unearned Shares, Units or Other
Rights That Have Not Vested
(#)		Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)
Timothy J. Matteson2/27/20194,897 92,994 2,449 46,507 
2/26/20203,423 65,003 6,847 130,025 
2/24/202120,412 387,624 — — 
5/19/20215,619 106,705 5,619 106,705 
James M. Nigro2/27/20194,496 85,379 2,248 42,690 
2/26/20203,423 65,003 6,847 130,025 
2/24/202120,413 387,643 — — 
5/19/20215,619 106,705 5,619 106,705 
For the RSUs referencedissued in column (g);

in column (i), the number of shares of our common stock covered by RSUs that were not earned as of December 31, 2018; and

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in column (j), the aggregate market value as of December 31, 2018 of the RSUs referenced in column (i).

In calculating the market values of RSUs in the table above, we have multiplied the closing market price of our common stock on the last trading day in 2018, which was $14.81, by the applicable number of shares of common stock underlying each of the Named Executive Officer’s RSUs.

The following summarizes by individual grants the total number of RSUs for each Named Executive Officer in column (g) (the description of the performance-based RSUs that follows the bullets below is applicable to all of the performance-based RSUs that have been granted to the Named Executive Officers). At December 31, 2018:

Mr. Shara held 79,493 performance-based RSUs, 29,515 of which were awarded on February 24, 2016; 21,656 of which were awarded on February 22, 2017 and 28,322 of which were awarded on February 28, 2018. Up toone-third of each such award is subject to achievement of specified annual performance goals, and will be paid following the Compensation Committee’s determination of whether the performance goals have been achieved for the final year of the three year performance period. Payment is generally conditioned on continued employment through the date of such determination by the Compensation Committee (the “determination date”). However, with respect to performance-based RSUs awarded in 2016 and 2017, because Mr. Shara has attained age 55 and completed at least 10 years of service with the Company, should he separate from service (other than for cause), he will have the right following the determination date to receive shares of our common stock with respect to fifty percent (50%) of the performance-based RSUs that have been earned as of his date of separation. As of December 31, 2018, 26,895 of the performance-based RSUs awarded in 2016 and 2017 to Mr. Shara have been earned, fifty percent (50%) of which are subject to forfeiture if he separates from service prior to the determination date. Shares with respect to the remaining 50% (13,447 units) are considered vested and will be paid following the determination date (see the “Options Exercised and Stock Awards Vested” table below).

As of December 31, 2018, Mr. Splaine held 2,500 time-based RSUs that vest 50% on March 1, 2019 and 50% on March 1, 2020; 7,500 time-based RSUs, which cliff vest on July 1, 2019. As of December 31, 2018, Mr. Splaine also held 9,072 performance-based RSUs that were awarded on February 28, 2018.

Mr. Schwarz held 25,177 performance-based RSUs as of December 31, 2018, 7,355 of which were awarded on February 24, 2016, 7,872 of which were awarded on February 22, 2017 and 9,950 of which were awarded on February 28, 2018. As of December 31, 2018, Mr. Schwarz had earned 4,903 of the performance-based RSUs awarded on February 24, 2016 and 2,624 of the performance-based RSUs awarded on February 22, 2017.

Mr. Matteson held 19,342 performance-based RSUs as of December 31, 2018, 6,504 of which were awarded on February 24, 2016, 4,791 of which were awarded on February 22, 2017 and 8,047 of which were awarded on February 28, 2018. As of December 31, 2018, Mr. Matteson had earned 4,336 of the performance-based RSUs awarded on February 24, 2016 and 1,597 of the performance-based RSUs awarded on February 22, 2017.

Mr. Rath held 3,830 performance-based RSUs as of December 31, 2018, 919 of which were awarded on March 10, 2016, 1,262 of which were awarded on February 22, 2017 and 1,649 of which were awarded on February 28, 2018. None of such performance-based RSUs have been earned as of December 31, 2018.

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For2020, for each year during the performance-based RSUs’ three-year performance period for Messrs. Shara, Splaine, Schwarz and Matteson,all NEOs, one-third of the RSUs will be earned if the Company has net income available to common stockholders in an amount at least equal to the prior year’s dividends paid to common shareholders. Mr. Rath’s performance-based RSUs are lending based and have two performance periods, half earned and vested in each period if, collectively, three performance goals are met; quarterly average30-89 day past due loans < 1.35%; quarterly 90 day material exceptions < 15% and loans transferred tonon-performing loan status < 3.5%. The performance-based RSUs, for Messrs. Shara, Splaine, Schwarz and Matteson, to the extent earned, generally require the Named Executive OfficerNEO to remain employed by the Company through the date that the Compensation Committee certifies the achievement of the performance goal for the final year of the three-year performance period. However, shares with respect to performance-based RSUs that have been earned as of a Named Executive Officer’sNEO’s separation from service will continue to be paid following the performance period if the Named Executive OfficerNEO separates from service due to death, disability after having at least five years of service with the Company or the Bank, or retirement after attaining age 65 with at least five years of service. In addition, performance-based

For the RSUs granted prior to 2018 provide that ifon May 19, 2021, 50% will vest 100% on the Named Executive Officer separates from service after attaining age 55 and completing at least ten years of service, shares with respect to 50% of any earned RSUs asthird anniversary of the grant date, of separation from service will continue to be payable followingprovided the performance period.goals were met for each of the three years following grant and the executive remains employed by the Company and/or Lakeland Bank. All performance-based RSUs whichthat have not been forfeited will vest upon a change in control of the Company.

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Options Exercised and Stock Awards Vested

The following table sets forth, for each of the Named Executive Officers, information regarding stock awards vested during 2018. None of the Named Executive Officers exercised stock options during 2018.

   
   

 

Option Awards

 

 

 

Stock Awards

 

     

Name

(a)

 

 

 

Number of
Shares
Acquired
on Exercise
(#)
            (b)             

 

 

 

Value
Realized
on
Exercise
($)
            (c)             

 

 

Number of
Shares
Acquired on
Vesting (#)
            (d)            

 

 

 

Value
Realized
on
Vesting
($)
            (e)             

 

     

 

Thomas J. Shara

 

 

 

--

 

 

 

--

 

 

 

38,698

 

 

 

695,974

 

     

 

Thomas F. Splaine, Jr.

 

 

 

--

 

 

 

--

 

 

 

--

 

 --

 

     

 

Ronald E. Schwarz

 

 

 

--

 

 

 

--

 

 

 

5,975

 

 

 

117,372

 

     

 

Timothy J. Matteson

 

 

 

--

 

 

 

--

 

 

 

5,270

 

 

 

103,519

 

     

 

John F. Rath

 

 

 

--

 

 

 

--

 

 

 

9,918

 

 

 

196,367

 

In the table above:

2021.

Column (d) shows the number of restricted shares of our common stock and shares of our common stock covered by RSUs that became vested during 2018. With respect to Mr. Shara, the figure is comprised of 3,016 shares of time-based restricted stock that were granted in 2013 and 22,235 shares with respect to performance-based RSUs that were granted in 2015 that became vested in 2018, and 13,447 shares with respect to performance-based RSUs granted in 2016 and 2017 that have been earned as of December 31, 2018 and which he would remain entitled to following expiration of their respective three-year performance periods if he were to separate from service (other

Name
(a)		Option AwardsStock Awards
Number of Shares Acquired on Exercise (#)
(b)		Value Realized on Exercise ($)
(c)		Number of Shares Acquired on Vesting (#)
(d)		Value Realized on Vesting ($)
(e) (1)
Thomas J. Shara——28,322 444,089 
Thomas F. Splaine, Jr.——9,072 142,249 
Ronald E. Schwarz——9,950 156,016 
Timothy J. Matteson——8,047 126,177 
James M. Nigro——5,912 92,700 

-41-

than for cause) because he has attained at least age 55 and 10 years of service with the Company (as discussed further under the “Outstanding Equity Awards at December 31, 2018” table above).

Column (e) represents the(1)    The value of the shares set forth in column (d) multiplied by the market price of our common stock on the dates on which the Named Executive Officer’sNEO’s stock awards vested. For this purpose, the shares of common stock subject to Mr. Shara’s 2016 and 2017 performance-based RSUs included in column (d) were valued based on the closing market price of our common stock on the last trading day in 2018, which was $14.81.

Pension Plans

The following table sets forth, for each of the Named Executive Officers, information regarding the benefits payable under each of our plans that provides for payments or other benefits at, following, or in connection with such Named Executive Officer’s retirement. In accordance with the SEC’s rules, the following table does not provide information regardingtax-qualified defined contribution plans or nonqualified defined contribution plans.

Name
(a)		Plan Name
(b)		Number of Years of Credited Service (#)
(c)		Present Value of Accumulated Benefit ($)
(d) (1)		Payments During Last Fiscal Year ($)
(e) (2)
Name
(a)		Plan
Name
(b)		Number of
Years of
Credited
Service
(#) (c)

 Present Value of 

Accumulated
Benefit
($) (d)

Payments During
Last Fiscal
Year

($) (e)

Thomas J. Shara

Lakeland Bancorp

Supplemental

Executive

Retirement Plan

Not Applicable

1,144,367

1,746,646 

--

— 

Thomas F. Splaine, Jr.

--—--—--— --— 

Ronald E. Schwarz

--—--—--— --— 

Timothy J. Matteson

--—--—--— --— 

John F. Rath

James M. Nigro		--—--—--— --— 

In the table above:

When we use the phrase “Present Value of Accumulated Benefit”, we are referring to the(1) The actuarial present value of the Named Executive Officer’sMr. Shara's accumulated benefits under the Supplemental Executive Retirement Plans,Plan Agreement, dated as of April 2, 2008, between Mr. Shara, the Company and Lakeland Bank (the "SERP"), calculated as of December 31, 2018; and

2021.

Column (e) refers to the(2)    The dollar amount of payments and benefits, if any, actually paid or otherwise provided to the Named Executive Officer during 20182021 under our pension plans.

See “Employment Agreements and other Arrangements with Executive Officers” for a description of Mr. Shara’s Supplemental Executive Retirement Plan.

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the SERP.

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Deferred Compensation

The following table sets forth, for each of the Named Executive Officers, information regarding each defined contribution plan that we maintain and each other plan that we maintain that provides for the deferral of compensation on a basis that is nottax-qualified.

      
Name
(a)

Executive
Contributions
in 2018

($)
(b)

Registrant
Contributions
in 2018
($)
(c)		Aggregate
Earnings
in 2018
($)
(d)		Aggregate
Withdrawals/
Distributions
($)
(e)

Aggregate 
Balance 
at 
December 31, 

2018 
($) 
(f) 

 

 Thomas J. Shara

 

320,787198,000131,542--1,951,248

 

 Thomas F. Splaine, Jr.

 

----------

 

 Ronald E. Schwarz

 

  64,441--  11,075--   191,367

 

 Timothy J. Matteson

 

  11,371--    1,68826,356     20,519

 

 John F. Rath

 

----------

In the table above:

tax-qualified.

the
Name
(a)
Executive
Contributions
in 2021
($)
(b) (1)
Registrant Contributions in 2021
($)
(c) (2)
Aggregate Earnings in 2021
($)
(d) (3) (4)
Aggregate Withdrawals/ Distributions
($)
(e)
Aggregate Balance at December 31, 2021
($)
(f) (5)
Thomas J. Shara261,097 198,000 380,085 — 4,323,264 
Thomas F. Splaine, Jr.— — — — — 
Ronald E. Schwarz63,716 — 24,664 — 472,033 
Timothy J. Matteson— — 947 — 16,827 
James M. Nigro34,548 — 6,102 — 126,702 

(1)    The executive contributions shown in column (b) for Messrs. Shara, Schwarz, Matteson and MattesonNigro relate to the Company’s Elective Deferral Plan, and the registrantPlan.
(2)    The registrant's contributions for Mr. Shara shown in column (c) relate to his Deferred Compensation Agreement;

Agreement.

when we refer to the term “earnings” in column (d), we are referring to the(3)    The aggregate interest or other earnings accrued to the Named Executive Officer’sNEO’s account during 20182021 (i) under the Company’s Elective Deferral Plan ($59,796128,412 for Mr. Shara, $11,075$24,664 for Mr. Schwarz, and $1,688$947 for Mr. Matteson)Matteson and $6,102 for Mr. Nigro) and (ii) for Mr. Shara, under his Deferred Compensation Agreement, ($71,746).

$133,343.

with respect to column (d) of this table, for Messrs. Shara, Schwarz and Matteson, in accordance with SEC rules, only(4)    Only the above-market or preferential earnings have been included in the Summary Compensation Table under the columnscolumn “Change in Pension Value and Nonqualified Deferred Compensation Earnings” and “Total”.

for Messrs. Shara, Schwarz, Matteson and Nigro, in accordance with SEC rules.

the(5)    The aggregate balance at December 31, 2018 in column (f) of this table2021 for Mr. Shara is comprised of $1,028,000$2,419,435 under the Elective Deferral Plan and $923,248$1,903,829 under his Deferred Compensation Agreement; and

the amount included in column (f) of this table wasAgreement. These amounts were not included in ourthe Summary Compensation Table in any prior year’s proxy statement or in the Summary Compensation Table set forth above.

See “Employment Agreements and other Arrangements with Executive Officers” for a description of the Elective Deferral Plan and Mr. Shara’s Deferred Compensation Agreement.

-43-

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Equity Compensation Plan Information

The following table provides information about the Company’s common stock that may be issued upon the exercise of options under the 2018 Omnibus Equity Incentive Plan and the 2009 Equity Program as of December 31, 2018. These plans were2021. This plan was the Company’s only equity compensation plansplan in existence as of December 31, 2018. As indicated above, the 2018 Equity Plan is the successor to the 2009 Equity Program, and no additional awards will be granted under the 2009 Equity Program.

 

 

 

Plan Category

  (a)
Number Of Securities
To Be Issued Upon
Exercise Of
Outstanding Options,
Warrants and Rights		   
(b)
Weighted-Average
Exercise Price Of
Outstanding Options,
Warrants and Rights		   (c)
Number Of Securities
Remaining Available For
Future Issuance Under
Equity Compensation
Plans (Excluding
Securities
Reflected In Column (a))		 
Equity Compensation Plans Approved by Shareholders   366,240   $8.59    1,991,870 
Equity Compensation Plans Not Approved by Shareholders   --    --    -- 
  

 

 

   

 

 

   

 

 

 

TOTAL

   366,240   $8.59    1,991,870 

2021.

Plan Category(a)
Number Of Securities To Be Issued Upon Exercise Of Outstanding Options, Warrants and Rights		(b)
Weighted-Average Exercise Price Of Outstanding Options, Warrants and Rights		(c)
Number Of Securities Remaining Available For Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected In Column (a))
Equity Compensation Plans Approved by Shareholders607,377 $— 1,247,587 
Equity Compensation Plans Not Approved by Shareholders— — — 
Total607,377 $— 1,247,587 
Employment Agreements and Other Arrangements with Named Executive Officers

Thomas J. Shara

On May 22, 2008, Lakeland,the Company, Lakeland Bank and Mr. Shara executed an Employment Agreement (the “Shara Employment Agreement”), which provides that Mr. Shara will be employed as President and Chief Executive Officer of the Company and Lakeland Bank for an initial term that expired on April 1, 2011 (the “Initial Term”). The Shara Employment Agreement further provides that the Initial Term will automatically be extended for an additional one year period on each anniversary date of the Effective Date, unless on or before each such anniversary date either party provides written notice to the other of its (or his) intent not to extend the then current term, provided, however, that on and after the 15th anniversary of the Effective Date, if Mr. Shara remains employed, his employment will be on anat-will basis. The Initial Term and any renewal period through the 15th anniversary of the Effective Date collectively are referred to as the “Term”.

The Shara Employment Agreement further provides that Mr. Shara will be nominated for election (i) as a member of Lakeland Bank’s Board of Directors at each Annual Meeting of the sole shareholder of Lakeland Bank occurring during the Term and (ii) as a member of the Company’s Board of Directors at each Annual Meeting of shareholders of the Company at which Mr. Shara’s term as a director of the Company expires occurring during the Term.

The Shara Employment Agreement provides that Mr. Shara will receive a base salary of not less than $400,000 per year and that he will participate in the executive bonus program as approved annually by the Company’s Board. The Shara Employment Agreement also provides that Mr. Shara will be entitled to participate in all employee benefit plans or programs, including without limitation the 401(k) Plan and Profit Sharing Plan, and to receive all benefits and perquisites, including an automobile, which are approved by the Boards of the Company and Lakeland Bank and are generally made available to executive officers of the Company, to the extent permissible under the general terms and provisions of such plans or programs.

-44-

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The Shara Employment Agreement provides that if Mr. Shara’s employment is terminated during the Term by the Company without Cause (as contractually defined) or Mr. Shara resigns for Good Reason (as contractually defined), Mr. Shara will receive a severance payment equal to 36 months of his annual base salary at the rate in effect as of the termination date. In addition, all of Mr. Shara’s stock options (to the extent not already vested) will become fully vested, and he will be permitted to exercise any such option for the period specified in the Company’s equity compensation plan as in effect at such time. He will also be entitled to the continuation of certain medical benefits. However, if within 90 days following a Change in Control (as contractually defined), Mr. Shara’s employment is terminated without Cause or he resigns for Good Reason, then he will receive a severance payment equal to three times the sum of (a) an amount equal to his annual base salary at the rate in effect as of the termination date, plus (b) an amount equal to the highest annual bonus paid to Mr. Shara during the last three years prior to the his termination date.

The Shara Employment Agreement provides that in the event it is determined that any payment or benefit made or provided by the Company or Lakeland Bank pursuant to the terms of the Shara Employment Agreement or under any other arrangement (other than the Shara Deferred Compensation Agreement)Agreement described below) would be subject to the excise tax (the “Excise Tax”) imposed by Section 4999 of the Internal Revenue Code, then Mr. Shara will be entitled to receive an additional payment from the Company (a“Gross-Up “Gross-Up Payment”) such that the net amount received by Mr. Shara after payment of such Excise Tax and any federal, state and local income tax, penalties, interest and Excise Tax upon theGross-Up Payment will be equal to the payments otherwise payable to him under the terms of the Shara Employment Agreement. Mr. Shara also agrees in the Shara Employment Agreement not to compete with Lakeland Bank’s business for a 1212- month period following termination of employment in a geographic area equal to 20 miles from any of Lakeland Bank’s branches at the time of Mr. Shara’s termination of employment.

Lakeland,

The Company, Lakeland Bank and Mr. Shara are also parties to a Supplemental Executive Retirement Plan Agreement (the(as previously referred to, the “SERP”), which provides that Mr. Shara will receive a normal retirement benefit of $150,000 per year for 15 years upon termination of his employment after the normal retirement age of 65. The benefit will be paid in monthly payments of $12,500 each. The SERP further provides that if, prior to a Change in Control, Mr. Shara resigns his employment with the Company or Lakeland Bank for Good Reason, his employment with the Company or Lakeland Bank terminates due to disability, or his employment with the Company or Lakeland Bank is terminated by the Company or Lakeland Bank other than for Cause, he will receive the same benefit of $150,000 per year for 15 years, payable in monthly payments of $12,500 each, commencing with the month following Mr. Shara’s 65th birthday. If Mr. Shara is employed by the Company or Lakeland Bank at the time of a Change in Control, he will receive the same benefit, beginning with the month following his 65th birthday. If Mr. Shara should die while employed, his beneficiary will receive the same monthly payment described above for the period specified, except that such payments will generally commence within 60 days of receipt of a death certificate.after death. If Mr. Shara should die after the benefit payments have commenced but before receiving all such payments, the Company will pay the remaining benefits to his beneficiary at the same time and in the same amounts they would have been paid to Mr. Shara had he survived. The SERP provides that Mr. Shara is not entitled to any benefit under the SERP if (i) the Company terminates his employment for Cause, or (ii) he resigns his employment with the Company other than for Good Reason prior to the earlier of attaining age 65 or a Change in Control. Amounts payable under the SERP are subject to the sameGross-Up Payment provisions as are applicable under the Shara Employment Agreement.

Lakeland,

The Company, Lakeland Bank and Mr. Shara are parties to a Deferred Compensation Agreement (the “Deferred Compensation Agreement”), pursuant to which the Company and Lakeland Bank (collectively, “Lakeland”) will credit to a deferral account established on Mr. Shara’s behalf $16,500 for each calendar month from February 1, 2015 to December 2022 that Mr. Shara is actively employed by

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Lakeland. From March 1, 2015 until Mr. Shara’s separation from service, the deferral account will be credited with interest at an annual rate equal to the lesser of 15% or the Company’s return on equity for the preceding calendar year, compounded annually.

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The deferral account is generally payable to Mr. Shara in 180 monthly installments commencing upon separation from service after his attainment of age 65. If Mr. Shara’s employment is involuntarily terminated without “cause” or he resigns for “good reason” (as those terms are defined in the Shara Employment Agreement) prior to his attainment of age 65, or if he separates from service after a “change in control” (as defined in the Shara Employment Agreement) but prior to age 65, then he will be entitled to an annual benefit, payable in 180 monthly installments, commencing at age 65 that is equal to the greater of $200,000 or the annual amount that would be payable over fifteen years based on his projected deferral account balance at age 65. The projected deferral account balance at age 65 is the deferral account at the time of separation from service, plus the monthly credits that would have been made to his deferral account until age 65 had he continued to be employed by Lakeland and interest credits to age 65 at the average return on equity from February 1, 2015 to the date of separation, compounded monthly. If Mr. Shara voluntarily terminates employment before age 65 other than for good reason, his deferral account will not be credited with any further monthly credits or interest.

If Mr. Shara separates from service due to death, his beneficiary will be paid an annual benefit under the Deferred Compensation Agreement equal to the greater of $200,000 or the annual amount that would be payable over fifteen years based on his projected deferral account balance at age 65 determined in the manner described above for an involuntary termination without cause. This annual benefit is payable in 180 monthly installments beginning the month following Mr. Shara’s death. If Mr. Shara dies after separation from service but before age 65, his beneficiary will be entitled to payment of the amounts that would have been paid if Mr. Shara had lived until Normal Retirement Age (age 65) and died immediately after payments had begun, but payments will begin the month following his death. If Mr. Shara dies after benefits have commenced, the remaining payments will continue to his beneficiary.

If Mr. Shara’s employment is terminated for cause, all amounts payable under the Deferred Compensation Agreement are forfeited. In addition, any unpaid amounts under the Deferred Compensation Agreement are forfeitable in the event that, following his separation from service, Mr. Shara breaches certain post-employment restrictive covenants set forth in the Deferred Compensation Agreement.

In the event that the Deferred Compensation Agreement is terminated before Mr. Shara’s death and either (i) prior to age 65, or (ii) after age 65 but before his separation from service, he will be paid an amount equal to the greater of the projected deferral account balance (determined as above), or $2,192,951. If the Deferred Compensation Agreement is terminated after Mr. Shara’s death or after both his separation from service and attainment of age 65, then he will receive a lump sum payment equal to the present value of the payments which would otherwise be due. Amounts payable under Mr. Shara’s Deferred Compensation Agreement are not subject to a taxgross-up.

Amounts payable under the Shara Employment Agreement, the SERP and the Deferred Compensation Agreement may be delayed in order to comply with Section 409A of the Internal Revenue Code.

Messrs. Splaine, Schwarz, Matteson and Rath

LakelandNigro

The Company and Lakeland Bank also entered into agreements with each of Messrs. Splaine, Schwarz, Matteson and RathNigro providing for certain terms and conditions of their employment in the event of a change in control (each a “Change in Control Agreement”). Under such Change in Control Agreements, the term of each executive’s employment becomes fixed for a period (the “contract

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period”) ending on the earlier of (i) the executive’s death, (ii) the second anniversary of the date of such change in control, or (iii) the date the executive attains age 65.

65, except for Mr. Schwarz, for whom the contract period was extended to age 68.

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During the contract period, each such executive is to be employed in the same position as held by him immediately prior to such event, and each is entitled to a base salary equal to his annual salary in effect immediately prior to the change in control and a bonus equal to his highest annual bonus paid during the three most recent fiscal years prior to the change in control. In addition, during the contract period, Messrs. Splaine, Schwarz, Matteson and RathNigro are each entitled to certain other benefits and perquisites as in effect as of the change in control.

If during the contract period, such executive’s employment is terminated without “cause”, or he resigns for “good reason” (each as defined in the Change in Control Agreement), he will be entitled to continued life and health insurance benefits for the balance of the contract period and a lump sum cash payment equal to two times the sum of his highest salary and bonus paid to him during any of the three most recent calendar years prior to the change in control. For purposes of each Change in Control Agreement, the term “change in control” has the same meaning as under the 2009 Equity Compensation Program.Program and the 2018 Equity Plan. Each Change in Control Agreement contains confidentiality andnon-solicitation of employees covenants in favor of Lakeland.

The following table provides information as to the amounts that would have been payable to the Named Executive Officers if they had terminated employment in the circumstances described in the table effective December 31, 2018.

          Termination by Company 
Without Cause or 
Resignation by Executive 
for Good Reason (before a 
Change In Control) 		  Termination by Company
Without Cause or
Resignation by Executive for
Good Reason (after a
Change In Control)		 

Thomas J. Shara

         

Cash severance

  $2,391,000 (1)  $3,207,867 (2) 

SERP (3)

   2,250,000   2,250,000 

Deferred Compensation (4)

   3,000,000   3,000,000 

Acceleration of Restricted Stock Units

   199,742 (5)   1,177,291 (6) 

Welfare Benefits (7)

   -   - 

TaxGross-up

   -   3,217,023 (8) 

Total

 

 

  $

 

 

7,840,742

 

 

 

 

 

 $

 

 

12,852,181

 

 

 

 

 

Thomas F. Splaine, Jr.

         

Cash severance

   -  $910,388 (9) 

Acceleration of Restricted Stock Units

   -   282,456 (6) 

Welfare Benefits

   -   35,620 (10) 

Automobile (11)

   -   - 

Total

 

 

      $

 

 

1,228,464

 

 

 (12) 

 

 

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2021.

Termination by Company Without Cause or
Resignation by Executive for Good Reason (before a Change In Control)		Termination by Company Without Cause or Resignation by Executive for Good Reason (after a Change In Control)
Thomas J. Shara
Cash severance$2,610,973 (1)$4,960,849 (2)
SERP (3)2,106,920 2,106,920 
Deferred Compensation (4)2,815,122 2,815,122 
Acceleration of Restricted Stock Units3,135,173 (6)
Welfare Benefits (7)— — 
Tax Gross-up— 3,784,611 (8)
Total$7,533,015 $16,802,675 
Thomas F. Splaine, Jr.
Cash severance$— $1,370,829 (9)
Acceleration of Restricted Stock Units— 1,049,311 (6)
Welfare Benefits— 33,678 (10)
Automobile (11)— — 
Total$— $2,453,818 (12)
Ronald E. Schwarz
Cash severance$— $1,497,679 (9)
Acceleration of Restricted Stock Units194,268 (5)1,150,300 (6)
Welfare Benefits— — (10)
Automobile (11)— — 
Total$194,268 $2,647,979 (12)
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          Termination by Company 
Without Cause or 
Resignation by Executive 
for Good Reason (before a 
Change In Control) 		  Termination by Company
Without Cause or
Resignation by Executive for
Good Reason (after a
Change In Control)		 

Ronald E. Schwarz

        

Cash severance

  -  $1,003,676 (9) 

Acceleration of Restricted Stock Units

  -   372,871 (6) 

Welfare Benefits

  -   24,654 (10) 

Automobile (11)

  -   - 

Total

 

     $

 

1,401,201 

 

(12) 

 

Timothy J. Matteson

        

Cash severance

  -  $811,256 (9) 

Acceleration of Restricted Stock Units

  -   286,455 (6) 

Welfare Benefits

  -   35,620 (10) 

Automobile (11)

  -   - 

Total

 

     $

 

1,133,331 

 

(12) 

 

John F. Rath

        

Cash severance

  -  $686,230 (9) 

Acceleration of Restricted Stock Units

  -   56,722 (6) 

Welfare Benefits

  -   14,000 (10) 

Automobile (11)

  -   - 

Total

 

 

     $

 

 

756,952 

 

 

(12) 

 

 

(1)

The figure shows the cumulative amount of cash severance that Mr. Shara would be entitled to under the circumstances presented. The cash severance amount is payable over a period of 12 months.

(2)

The figure shows the amount of cash severance that Mr. Shara would be entitled to under the circumstances presented. The cash severance amount is payable in a single lump sum.

(3)

Mr. Shara’s SERP benefits, which are described further under Pension Plans above, are payable to Mr. Shara in 180 equal monthly installments of $12,500 each, commencing at the later of age 65 or termination of employment. The same benefit is payable if Mr. Shara terminates employment due to disability. In the event that Mr. Shara terminates employment due to death, his beneficiary is entitled to payment of the same SERP benefit, but commencing immediately following death. The amounts shown are the cumulative amounts of the installments.

(4)

As described above, Mr. Shara’s Deferred Compensation Agreement provides a benefit, payable in 180 monthly installments, commencing at Mr. Shara’s separation from service (or age 65 if later), in an annual amount equal to the greater of $200,000 or the annual amount that could be paid based on his projected deferral account balance at age 65. The figures shown assume that the annual benefit payable is $200,000. The amount shown is the cumulative amount of annual installments.

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Termination by Company Without Cause or
Resignation by Executive for Good Reason (before a Change In Control)		Termination by Company Without Cause or Resignation by Executive for Good Reason (after a Change In Control)
Timothy J. Matteson
Cash severance$— $1,218,112 (9)
Acceleration of Restricted Stock Units— 935,561 (6)
Welfare Benefits— 55,692 (10)
Automobile (11)— — 
Total$— $2,209,365 (12)
James M. Nigro
Cash severance$— $1,218,113 (9)
Acceleration of Restricted Stock Units— 924,148 (6)
Welfare Benefits— 55,692 (10)
Automobile (11)— — 
Total$— $2,197,953 (12)
(1)The figure shows the cumulative amount of cash severance that Mr. Shara would be entitled to under the circumstances presented. The cash severance amount is payable over a period of 12 months.
(2)The figure shows the amount of cash severance that Mr. Shara would be entitled to under the circumstances presented. The cash severance amount is payable in a single lump sum.
(3)This figure shows the present value of Mr. Shara’s SERP benefits, which are payable to Mr. Shara in 180 equal monthly installments of $12,500 each, commencing at the later of age 65 or termination of employment. The same benefit is payable if Mr. Shara terminates employment due to disability. In the event that Mr. Shara terminates employment due to death, his beneficiary is entitled to payment of the same SERP benefit, but commencing immediately following death. Please see "Pension Plans" above.
(4)This figure shows the present value of Mr. Shara’s Deferred Compensation Agreement, which provides a benefit, payable in 180 monthly installments, commencing at Mr. Shara’s separation from service (or age 65 if later), in an annual amount equal to the greater of $200,000 or the annual amount that could be paid based on his projected deferral account balance at age 65. Please see "Elective Deferral Plan" above.
(5)Represents the value of shares of our common stock with respect to outstanding performance-based restricted stock units awarded and earned as of December 31, 2021 (based on the closing market price of the Company’s common stock on the last trading day in 2021 ($18.99 per share)) which Mr. Schwarz would, based on his age and years of service as of December 31, 2021, continues to have the right to receive following separation from service (other than for cause). Such shares (10,230) would be issued following the expiration of the applicable three-year performance period of the respective performance-based restricted stock unit awards to which such shares relate. See the “Outstanding Equity Awards at December 31, 2021” table above for additional details.
(6)These figures represent, based on the closing market price of the Company’s common stock on the last trading day in 2021 ($18.99 per share), the aggregate value of outstanding restricted stock units awarded to each officer, to the extent the vesting of which would accelerate in the event of the termination of such officer’s employment under the circumstances presented. Note, however, that all such awards vest in full in the event of a “Change in Control Event” as defined, respectively, under
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(5)

Represents the value of 13,487 shares of our common stock with respect to fifty percent (50%) of outstanding performance-based restricted stock units awarded and earned as of December 31, 2018 (based on the closing market price of the Company’s common stock on the last trading day in 2018 ($14.81 per share)) which Mr. Shara would, based on his age and years of service as of December 31, 2018, continue to have the right receive following separation from service (other than for cause). Such shares would be issued following the expiration of the applicable three-year performance period of the respective performance-based restricted stock unit awards to which such shares relate. See the “Outstanding Equity Awards at December 31, 2018” and “Options Exercised and Stock Awards Vested” tables above for additional details.

(6)

These figures represent, based on the closing market price of the Company’s common stock on the last trading day in 2018 ($14.81 per share), the aggregate value of outstanding restricted stock units awarded to each officer, to the extent the vesting of which would accelerate in the event of an involuntary termination of such officer’s employment under the circumstances presented. Note, however, that all such awards vest in full in the event of a “Change in Control Event” as defined, respectively, under the 2009 Equity Program and the 2018 Equity Plan. For Mr. Shara, the amount represents the value of all of his outstanding performance-based restricted stock units as of December 31, 2018, including performance-based restricted stock units that he would otherwise be entitled to following any separation from service (other than for cause) as a result of his attained age and years of service.

(7)

Mr. Shara has the right to purchase continued coverage under the Company’s group health plan, if permitted by the health plan insurer, for up to three years following termination of employment under the circumstances presented, inclusive of any “COBRA” coverage period.

(8)

This figure represents an estimate of the “taxgross-up”


 amount Mr. Shara would be entitled to under his employment agreement to the extent that the payments or benefits to which he becomes entitled would be subject to a 20% excise tax under Section 4999 of the Internal Revenue Code of 1986, as amended. Such estimate is based on a number of assumptions, including that the full value of restricted stock units that vest would be considered a change in control payment for purposes of the excise tax. Facts and circumstances at the time of any change in control transaction and thereafter as well as changes in Mr. Shara’s compensation history preceding such a transaction could materially impact whether and to what extent an excise tax would be imposed and therefore the amount of any potential taxgross-up. For purposes of performing these calculations, we have made the following additional assumptions: an individual effective tax rate of 50.1% (composed of a federal tax rate of 37.0%, a New Jersey state tax rate of 10.75% and Medicare tax of 2.35%), and 120% Applicable Federal Semi-annual Long-term Rate (AFR) as of December 2018 (3.94%). AFR is applicable in determining the value of accelerating the vesting of the SERP benefit for purposes of computing the excise tax. Amounts payable under Mr. Shara’s Deferred Compensation Agreement are not subject to such taxgross-up.

(9)

The cash severance payable under the circumstances presented is equal to two times the individual’s highest aggregate annual salary and bonus compensation for any of the three calendar years preceding a “Change in Control” (as defined in their respective Change in Control Agreements), and is payable in a single lump sum. The figures presented above are based on the respective salary and bonus paid to each individual during 2018.

(10)

Messrs. Splaine, Schwarz, Matteson and Rath are each entitled to continued medical and hospital insurance, disability insurance and life insurance for the remainder of the applicable “Contract Period” under their respective Change in Control Agreements, which begins on the

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the 2009 Equity Program and the 2018 Equity Plan. For Messrs. Shara and Schwarz, the amounts represent the value of all of their respective outstanding performance-based restricted stock units as of December 31, 2021, including performance-based restricted stock units that each would otherwise be entitled to following any separation from service (other than for cause) as a result of his attained age and years of service.
(7)Mr. Shara has the right to purchase continued coverage under the Company’s group health plan, if permitted by the health plan insurer, for up to three years following termination of employment under the circumstances presented, inclusive of any “COBRA” coverage period.
(8)This figure represents an estimate of the “tax gross-up” amount Mr. Shara would be entitled to under his employment agreement to the extent that the payments or benefits to which he becomes entitled would be subject to a 20% excise tax under Section 4999 of the Internal Revenue Code of 1986, as amended. Such estimate is based on a number of assumptions, including that the full value of restricted stock units that vest would be considered a change in control payment for purposes of the excise tax. Facts and circumstances at the time of any change in control transaction and thereafter as well as changes in Mr. Shara’s compensation history preceding such a transaction could materially impact whether and to what extent an excise tax would be imposed and therefore the amount of any potential tax gross-up. For purposes of performing these calculations, we have made the following additional assumptions: an individual effective tax rate of 50.1% (composed of a federal tax rate of 37.0%, a New Jersey state tax rate of 10.75% and Medicare tax of 2.35%), and 120% of the Applicable Federal Semi-annual Rate (AFR) as of December 2021 (2.50%). AFR is applicable in determining the value of accelerating the vesting of the SERP benefit for purposes of computing the excise tax. Amounts payable under Mr. Shara’s Deferred Compensation Agreement are not subject to such tax gross-up.
(9)The cash severance payable under the circumstances presented is equal to two times the individual’s highest aggregate annual salary and bonus compensation for any of the three calendar years preceding a “Change in Control” (as defined in their respective Change in Control Agreements), and is payable in a single lump sum. The figures presented above are based on the respective salary and bonus paid to each individual during 2021.
(10)Messrs. Splaine, Matteson and Nigro are each entitled to continued medical and hospital insurance, disability insurance and life insurance for the remainder of the applicable “Contract Period” under their respective Change in Control Agreements, which begins on the day immediately preceding a Change in Control and ends on the earlier of (i) the second anniversary of the Change in Control, (ii) the individual’s attainment of age 65, or (iii) the individual’s death. Except for Mr. Schwarz, the figures presented assume that such coverages will continue for two years.
(11)Messrs. Splaine, Schwarz, Matteson and Nigro each have the right under their respective Change in Control Agreements, in the event of an involuntary termination without cause or a resignation for good reason following a Change in Control, to purchase from the Company the automobile, at book value price, that was provided to him while employed by the Company.
(12)Payments due each of Messrs. Splaine, Schwarz, Matteson and Nigro under their respective Change in Control Agreements are subject to reduction to the extent necessary to ensure that no portion of the payments they are to receive will be non-deductible by the Company under Code Section 280G or will be subject to an excise tax under Code Section 4999.
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day immediately preceding a Change in Control and ends on the earlier of (i) the second anniversary of the Change in Control, (ii) the individual’s attainment of age 65, or (iii) the individual’s death. The figures presented assume that such coverages will continue for two years.

(11)

Messrs. Splaine, Schwarz, Matteson and Rath each have the right under their respective Change in Control Agreements, in the event of an involuntary termination without cause or a resignation for good reason following a Change in Control, to purchase from the Company the automobile, at book value price, that was provided to him while employed by the Company.

(12)

Payments due each of Messrs. Splaine, Schwarz, Matteson and Rath under their respective Change in Control Agreements are subject to reduction to the extent necessary to ensure that no portion of the payments they are to receive will benon-deductible by the Company under Code Section 280G or will be subject to an excise tax under Code Section 4999.




Elective Deferral Plan

Under the Lakeland Bancorp, Inc. Elective Deferral Plan (the “Elective Deferral Plan”), executives of Lakeland at a level of executive vice president and above, and such other executives as the Board may authorize, may voluntarily elect to defer payment of all or a portion of their base salary and bonuses. Amounts deferred under the Elective Deferral Plan will be credited with interest each year until a participant’s separation from service at a rate equal to 75% of the Company’s return on equity (“ROE”) for the preceding year, up to a maximum ROE interest rate credit of 15% per year. The minimum interest rate is 0%. Following a participant’s separation from service, deferred amounts will be credited with interest each year at the Moody’s Aa corporate bond index rate in effect as of the first day of the year. Except for allowablein-service hardship withdrawals, distributions will generally be made following a participant’s separation from service unless the participant elects a different time of payment. Each participant may choose the manner in which distributions will be made, such as a lump sum or installments. All deferral accounts under the Elective Deferral Plan are payable from the general assets of the Company and/or Lakeland Bank. However, the Company may establish a grantor trust or other funding arrangement in order to accumulate the assets needed to pay the accumulated benefits under the Elective Deferral Plan.

Pay Ratio Disclosure

As required by Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 402(u) of the SEC’s RegulationS-K, we are providing the following information about the relationship of the annual total compensation of our employees and the annual total compensation of Thomas J. Shara, our President and Chief Executive Officer (our “CEO”). The pay ratio included in this information is a reasonable estimate, calculated in a manner consistent with Item 402(u) of RegulationS-K.

For the year ended December 31, 2018,2021, our last completed fiscal year:

•the median of the annual total compensation of all of our company’sCompany’s employees, other than our CEO, was $52,575;$66,995; and

•the annual total compensation of our CEO, as reported in the Summary Compensation Table presented elsewhere in this proxy statement, was $1,952,093.

$3,487,152.

Based on this information, for 2018,2021, the ratio of the annual total compensation of Mr. Shara, our CEO, to the median of the annual total compensation of all employees other than our CEO, was 3752 to 1.

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To identify the median of the annual total compensation of all our employees, as well as to determine the annual total compensation of our “median employee” and our CEO, we took the following steps:

(1)

1. We determined that as of December 31, 2018,2021, our employee population consisted of approximately 680713 employees, all of whom are located in the U.S. Our employee population consisted of our full-time, part-time and temporary employees.

(2)

2. To identify the “median employee” from our employee population, we compared theW-2 Box 5 earnings of all of our 680713 employees.

(3)

3. We identified our median employee using theW-2 Box 5 earnings as our compensation measure, which was consistently applied to all our employees. In making our determination, we annualized the compensation of approximately 101122 full-time and part-time employees who were hired by us during 20182021 but did not work for us for the entire year.

(4)

4. Once we identified our median employee, we combined all of the elements of such employee’s compensation for 20182021 in accordance with the requirements of Item 402(c)(2)(x) of RegulationS-K, resulting in annual total compensation of $52,575.

(5)$66,995.

5.     With respect to the annual total compensation of our CEO, we used the amount reported in the 20182021 “Total” column of the Summary Compensation Table included in this proxy statement.

Board Leadership Structure and Role in Risk Oversight

The Company currently has, and historically has had, a Chairman of the Board, separate from the Chief Executive Officer. The Board believes it is important to have an independent director in a Board leadership position at all times. The Chairman provides leadership for the Board. Having an independent Chairman enables

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non-management
 directors to raise issues and concerns for Board consideration without immediately involving management. The Chairman also serves as a liaison between the Board and senior management. The Company’s Board has determined that the current structure, an independent Chairman, separate from the Chief Executive Officer, is the most appropriate structure at this time, as it ensures that, at all times, there will be an independent director in a Board leadership position.

The full Board of Directors is responsible for and regularly engages in discussions about risk management and receives reports on this topic from executive management and other officers of the Company. In June 2018, the Board established a separate standing Risk Committee to assist and facilitate its risk oversight responsibilities, including overseeing the Company’s enterprise-wide risk management framework and monitoring certain risk management activities designed to ensure the Company operates within risk parameters established by the Board. The current members of the Risk Committee are: Janeth Hendershot (Chairman), Brian Flynn, James E. Hanson II and Robert McCracken. During 2018, the Company’s Compensation Risk Task Force (consisting of the Company’s Director of Human Resources (Chairman), Chief Financial Officer, Chief Risk Officer, and Chief Administrative Officer, General Counsel and Corporate Secretary) evaluated all of the compensation plans in which the Company’s employees, including executive officers, participate and reported to the Compensation Committee that none individually, or taken together, was reasonably likely to have a material adverse effect on the Company. No component of compensation was considered to encourage undue risk. The Compensation Committee accepted the Compensation Risk Task Force’s report.

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PROPOSAL 2

ADVISORY APPROVAL OF OUR NAMED EXECUTIVE OFFICERS’ COMPENSATION

Q: What are you voting on?

A:

In accordance with Section 14A of the Securities Exchange Act of 1934, we are asking shareholders to vote, on an advisory basis, on:

Say-on-pay. Approvalon the approval of the compensation of our Named Executive Officers as disclosed in this proxy statement, including the Compensation Discussion and Analysis, the various compensation tables and the related narrative disclosures.

Q: Why does your Board recommends We sometimes refer to the shareholder vote on executive compensation as a vote “FOR” thesay-on-pay proposal?

A. "say-on-pay" vote.

The Board believes that the Company’s compensation policies and practices are effective in achieving our goals of motivating and retaining our executives by:

•rewarding excellence in leadership and sustained financial performance; and

•aligning our executives’executives” interests with those of our shareholders to create long-term value.

Q: What are the effects of this vote?

A:

Proposal 2 is advisory andnon-binding on our Board. However, the Board and the Compensation Committee will review and consider the results of this vote when evaluating our executive compensation program.

Proposal 2 is as follows:

“Resolved, that the compensation of Lakeland’s Named Executive Officers, as described in the Company’s proxy statement for the 2019 Annual Meeting of Shareholders, including the Compensation Discussion and Analysis, the various compensation tables and the related narrative disclosures, is hereby APPROVED.”

The Board of Directors recommends a vote “FOR” Proposal 2.

PROPOSAL 3

RATIFICATION OF KPMG LLP AS THE COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2019

2022

Action will be taken at the Annual Meeting to ratify the selection of KPMG LLP (“KPMG”) as the Company's independent registered public accounting firm of the Company for the fiscal year ending December 31, 2019.2022. KPMG became the independent accountants of Lakeland beginning with the financial statements for the year ended December 31, 2013.

Approval of the ratification of KPMG as the Company’s independent registered public accounting firm for 20192022 will require the affirmative vote of a majority of the votes cast at the Annual Meeting. Abstentions and broker non votes will not be counted as votes cast and therefore will not affect the outcome of the voting.

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Representatives of KPMG are expected to be present at the Annual Meeting, will be afforded the opportunity to make a statement if they desire to do so, and are expected to be available to respond to appropriate questions.

The Board of Directors recommends a vote “FOR” Proposal 3.

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OTHER MATTERS

Management is not aware of any other business to be brought up at the meeting for action by shareholders at such meeting other than the matters described in the notice. However, the enclosed proxy will confer discretionary authority with respect to matters which are not known to management at the time of printing hereof and which may come properly before the meeting.

SHAREHOLDER PROPOSALS

If a Lakeland shareholder intends to present a proposal atfor inclusion in the proxy statement for Lakeland’s 20202023 Annual Meeting of Shareholders under SEC Rule 14a-8, the proposal must be received by Lakeland at its principal executive offices not later than December 14, 20198, 2022 in order for that proposal to be included in the proxy statement and form of proxy relating to that meeting, and bynot earlier than January 17, 2023 or later than February 27, 202016, 2023 in order for the proposal to be considered at Lakeland’s 20202023 Annual Meeting of shareholders (but not included in the proxy statement or form of proxy for such meeting). Any shareholder proposal which is received after those dates or which otherwise fails to meet the requirements for shareholder proposals established by regulations of the SEC will neither be included in the proxy statement or form of proxy, nor be considered at the meeting.

Additionally, in accordance with SEC Rule 14a-19, a shareholder intending to engage in a director election contest at the 2023 Annual Meeting of Shareholders must give Lakeland notice of their intent to solicit proxies by providing the names of its nominees and certain other information by March 20, 2023.

For a description of procedures for nominations to be submitted by shareholders, see “Nominating and CorporateGovernanceCorporate Governance Committee Matters.”

A copy of Lakeland Bancorp, Inc.’s Annual Report for the year ended December 31, 2018,2021, including financial statements, accompanies this proxy statement. The annual report is not to be regarded as proxy soliciting material or as a communication by means of which any solicitation is to be made.

A copy of Lakeland Bancorp, Inc.’s Annual Report on Form10-K for the year ended December 31, 2018,2021, filed with the Securities and Exchange Commission, is available (excluding exhibits) on our Company’s websitewww.lakelandbank.com https://investorrelations.lakelandbank.com/documents or, without charge, upon written request made to Ms. Patricia Backman, Vice President, Lakeland Bancorp, Inc., 250 Oak Ridge Road, Oak Ridge, New Jersey 07438.

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investorrelations@lakelandbank.com.

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ANNUAL MEETING OF SHAREHOLDERS OF

LAKELAND BANCORP, INC.

May 15, 2019

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS

FOR THE ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON MAY 15, 2019:

THIS FORM OF PROXY CARD, THE PROXY STATEMENT AND OUR 2018 ANNUAL REPORT

ARE AVAILABLE AT WWW.LAKELANDBANK.COM

Please sign, date and mail

your proxy card in the

envelope provided as soon

as possible.

LOGO Please detach along perforated line and mail in the envelope provided.LOGO

LOGO

PLEASE SIGN, DATE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE. PLEASE MARK YOUR VOTE IN BLUE OR BLACK INK AS SHOWN HERE  ☒

1. TO ELECT FOUR DIRECTOR NOMINEES FOR THE TERMS DESCRIBED IN THE PROXY STATEMENT:

(The Board of Directors recommends a vote “FOR” election of nominees)

FORAGAINSTABSTAIN

2. TO APPROVE, ON AN ADVISORY BASIS, THE EXECUTIVE COMPENSATION OF THE COMPANY’S NAMED EXECUTIVE OFFICERS AS DESCRIBED IN THE PROXY STATEMENT.

(The Board of Directors recommends a vote “FOR” this proposal)

☐☐☐
FORAGAINSTABSTAIN

NOMINEES

3. TO RATIFY THE APPOINTMENT OF KPMG LLP AS THE COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2019.

(The Board of Directors recommends a vote “FOR” this proposal)

☐☐☐
☐FOR ALL NOMINEES

LOGO   James E. Hanson II

LOGO   Lawrence R. Inserra, Jr.

☐

WITHHOLD AUTHORITY

FOR ALL NOMINEES

LOGO   Robert E. McCracken

LOGO   Thomas J. Shara

☐

FOR ALL EXCEPT

(See instructions below)

This proxy, when properly executed, will be voted in the manner directed herein by theundersigned stockholder. If no direction is made, this proxy will be voted “FOR” each of the proposals described above.

INSTRUCTIONS:To withhold authority to vote for any individual nominee(s), mark“FOR ALL EXCEPT” and fill in the circle next to each nominee you wish to withhold, as shown here:

LOGO

To change the address on your account, please check the box at right and indicate your new address in the address space above. Please note that changes to the registered name(s) on the account may not be submitted via this method.

☐

Please mark here if you plan to attend the meeting.

☐

Signature of Shareholder Date: Signature of Shareholder Date: 

◾Note:Please sign exactly as your name or names appear on this Proxy. When shares are held jointly, each holder should sign. When signing as executor, administrator, attorney, trustee or guardian, please give full title as such. If the signer is a corporation, please sign full corporate name by duly authorized officer, giving full title as such. If signer is a partnership, or limited liability company, please sign in entity name by authorized person.◾




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LOGO

LAKELAND BANCORP, INC.

THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS

FOR THE ANNUAL MEETING OF SHAREHOLDERS

TO BE HELD ON MAY 15, 2019

The undersigned hereby appoints Thomas J. Shara and Timothy J. Matteson, and each of them, with full power of substitution, the proxy or proxies of the undersigned to vote all of the shares of Common Stock of Lakeland Bancorp, Inc. (the “Company”) which the undersigned is entitled to vote at the Annual Meeting of Shareholders of the Company, to be held at the Knoll Country Club West, 12 Knoll Drive, Boonton, New Jersey 07005 on Wednesday, May 15, 2019, at 5:00 p.m., and at any adjournment or postponements thereof, with the same force and effect as the undersigned might or could do if personally present.

(Continued and to be signed and dated on the reverse side.)

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