UNITED
STATES
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. ____)
Filed
by the Registrant [X]
Filed
by a Party other than the Registrant [ ]
Check
the appropriate box:
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Preliminary
Proxy Statement
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Confidential,
for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
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[X]
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Definitive
Proxy Statement
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Definitive
Additional Materials
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Soliciting
Material under §240.14a-12
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SSB
Bancorp, Inc.
(Name
of Registrant as Specified In Its Charter)
N/A
(Name
of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment
of Filing Fee (Check the appropriate box):
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[X]
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No
fee required.
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Fee
computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
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of each class of securities to which transaction applies:
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number of securities to which transaction applies:
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unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which
the filing fee is calculated and state how it was determined):
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paid previously with preliminary materials.
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box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting
fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date
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April
17, 2020
Dear
Fellow Stockholder:
You
are cordially invited to attend the annual meeting of stockholders of SSB Bancorp, Inc., the holding company for SSB Bank. We
will hold the meeting at SSB Bank’s main office, located at 8700 Perry Highway in Pittsburgh, on Wednesday, May 20, 2020,
at 4:00 p.m., local time. The notice of annual meeting and the proxy statement appearing on the following pages describe the formal
business to be transacted at the meeting.
It
is important that your shares are represented at this meeting, whether or not you attend the meeting in person and regardless
of the number of shares you own. To ensure your shares are represented, we urge you to vote promptly by completing and mailing
the enclosed proxy card or by voting via the Internet. Internet voting instructions appear on the enclosed proxy card. If you
attend the meeting, you may vote in person even if you have previously mailed a proxy card or voted via the Internet.
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Sincerely,
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J.
Daniel Moon, IV
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President
and Chief Executive Officer
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Special
Notice Regarding In-Person Attendance at Annual Meeting – In light of the ongoing health risks relating to the COVID-19
coronavirus pandemic and the evolving public health measures being instituted by public officials, and to best protect the health
and welfare of our employees, stockholders and community, we urge that stockholders DO NOT ATTEND the Annual Meeting
in person this year. Stockholders are nevertheless urged to vote their proxies by mail or by voting via the Internet
or by telephone.
SSB
BANCORP, INC.
8700
Perry Highway
Pittsburgh,
PA 15237
(412)
837-6955
NOTICE
OF 2020 ANNUAL MEETING OF STOCKHOLDERS
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DATE
AND TIME
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Wednesday,
May 20, 2020
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4:00
p.m., local time
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PLACE
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SSB
Bank’s Main Office
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8700
Perry Highway
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Pittsburgh,
PA 15237
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ITEMS
OF BUSINESS
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(1)
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The
election of two directors to serve for a term of three years;
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(2)
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The
ratification of the appointment of Zeno, Pockl, Lilly and Copeland, A.C. to serve as the independent registered public accounting
firm for the fiscal year ending December 31, 2020; and
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(3)
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The
transaction of any other business that may properly come before the meeting and any adjournment or postponement of the meeting.
(Note: The Board of Directors is not aware of any other business to come before the meeting.)
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RECORD
DATE
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To
vote, you must have been a stockholder as of the close of business on March 27, 2020.
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PROXY
VOTING
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It
is important that your shares be represented and voted at the meeting. You can vote your shares via the Internet or by mail
by completing and returning the accompanying proxy card in the accompanying self-addressed envelope. Voting instructions are
printed on the proxy card. You may revoke a proxy at any time before its exercise at the meeting by following the instructions
in the accompanying proxy statement.
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BY
ORDER OF THE BOARD OF DIRECTORS
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Frances
Ann Amorose
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Corporate
Secretary
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Pittsburgh,
PA
April
17, 2020
Special
Notice Regarding In-Person Attendance at Annual Meeting – In light of the ongoing health risks relating to the COVID-19
coronavirus pandemic and the evolving public health measures being instituted by public officials, and to best protect the health
and welfare of our employees, stockholders and community, we urge that stockholders DO NOT ATTEND the Annual Meeting
in person this year. Stockholders are nevertheless urged to vote their proxies by mail or by voting via the Internet
or by telephone.
SSB
BANCORP, INC.
(Holding
Company for SSB Bank)
PROXY
STATEMENT
FOR
2020
ANNUAL MEETING OF STOCKHOLDERS
GENERAL
INFORMATION
SSB
Bancorp, Inc. is providing this proxy statement to you in connection with the solicitation of proxies by its Board of Directors
only for use at the 2020 annual meeting of stockholders and for any adjournment or postponement of the annual meeting. In this
proxy statement, we may also refer to SSB Bancorp, Inc. as “SSB Bancorp,” “we,” “our” or “us.”
SSB Bancorp is the majority-owned subsidiary of SSB Bancorp, MHC, a mutual holding company.
We
will hold the annual meeting at SSB Bank’s main office, located at 8700 Perry Highway in Pittsburgh, on Wednesday, May 20,
2020 at 4:00 p.m., local time.
We
intend to mail this proxy statement and a proxy card to stockholders of record beginning on or about April 17, 2020.
SPECIAL
NOTICE REGARDING IN-PERSON ATTENDANCE AT ANNUAL MEETING
Given
the ongoing health risks relating to the COVID-19 coronavirus pandemic and the evolving public health measures being instituted
by public officials, and to best protect the health and welfare of our employees, stockholders and community, we urge that stockholders
DO NOT ATTEND the Annual Meeting in person this year. Stockholders are nevertheless urged to vote
their proxies by mail or by voting via the Internet or by telephone. See “Information About Voting – Voting by
Proxy” below.
Important
Notice Regarding the Availability of Proxy Materials
for
the STOCKholder Meeting to Be Held on MAY 20, 2020
This
proxy statement and our Annual Report on Form 10-K, as filed with the Securities and Exchange Commission, are available on the
Internet at www.cstproxy.com/ssb/2020. The Annual Report includes our audited consolidated financial statements for the
fiscal year ended December 31, 2019.
INFORMATION
ABOUT VOTING
Who
May Vote at the Meeting
You
are entitled to vote your shares of SSB Bancorp common stock if our records show that you owned your shares as of the close of
business on March 27, 2020. As of the close of business on that date, a total of 2,276,891 shares of common stock were outstanding,
of which 1,236,538 shares were owned by SSB Bancorp, MHC and the remaining 1,040,353 shares were owned by public stockholders.
Each share of common stock has one vote.
Our
Articles of Incorporation provide that record holders of our common stock who beneficially own, either directly or indirectly,
more than 10% of our outstanding shares (other than SSB Bancorp, MHC) are not entitled to any vote with respect to the shares
held in excess of the 10% limit.
Ownership
of Shares
You
may own your shares of common stock of SSB Bancorp in one or more of the following ways:
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Directly
in your name as the stockholder of record;
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Indirectly
through a broker, bank or other holder of record in “street name”;
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Indirectly
through the SSB Bank Employee Stock Ownership Plan (the “ESOP”); or
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Indirectly
through the SSB Bank 401(k) Plan (the “401(k) Plan”).
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If
your shares are registered directly in your name, you are the holder of record of those shares and we are sending these proxy
materials directly to you. As the holder of record, you have the right to give your proxy directly to us to vote at the annual
meeting or you may vote in person at the annual meeting.
If
you hold your shares in “street name” through a broker, bank or other nominee of record, you are considered the beneficial
owner of your shares and your broker, bank or other holder of record is sending these proxy materials to you. As the beneficial
owner, you have the right to direct your broker, bank or other holder of record how to vote by completing a voting instruction
form provided by your broker, bank or other holder of record that accompanies your proxy materials. Your broker, bank or other
holder of record may allow you to provide voting instructions by telephone or by the Internet. Refer to the voting instruction
form that accompanies your proxy materials. If you want to vote your shares of common stock held in street name in person at the
annual meeting, you must obtain a written proxy in your name from the broker, bank or other holder who is the record holder of
your shares.
If
you own shares of common stock indirectly through the ESOP and/or the 401(k) Plan, see “Participants in the ESOP and
the 401(k) Plan” below.
Attending
the Meeting
Given
the ongoing health risks relating to the COVID-19 coronavirus pandemic and the evolving public health measures being instituted
by public officials, and to best protect the health and welfare of our employees, stockholders and community, we urge that stockholders
DO NOT ATTEND the Annual Meeting in person this year. Stockholders are nevertheless urged to vote
their proxies by mail or by voting via the Internet or by telephone. See “Information About Voting – Voting by
Proxy” below.
Any
admittance to the annual meeting requires proof of ownership of SSB Bancorp common stock. If you hold your shares in street name,
you will need proof of ownership to be admitted to the meeting. Examples of proof of ownership are a recent brokerage account
statement or a letter from your bank or broker.
Quorum
and Vote Required
Quorum.
We will have a quorum and be able to conduct the business of the annual meeting if a majority of the outstanding shares of
SSB Bancorp common stock entitled to vote, represented in person or by proxy, are present at the meeting.
Votes
Required for Proposals. In voting on the election of directors, you may vote in favor of the nominees or withhold your
vote as to the nominees. There is no cumulative voting for the election of directors. Directors must be elected by a plurality
of the votes cast at the annual meeting. This means that the nominees receiving the largest number of votes cast will be elected
up to the maximum number of directors to be elected at the annual meeting. The maximum number of directors to be elected at the
annual meeting is two.
In
voting on the ratification of the appointment of the independent registered public accounting firm, you may vote in favor of the
proposal, vote against the proposal or abstain from voting. The affirmative vote of a majority of the votes cast at the annual
meeting and entitled to vote is required to approve this proposal.
Because
SSB Bancorp, MHC owns more than 50% of the outstanding shares of SSB Bancorp common stock, the votes cast by SSB Bancorp, MHC
will ensure the presence of a quorum and will decide the outcome of the vote on the election of directors and the ratification
of the appointment of the independent registered public accounting firm.
Effect
of Not Casting Your Vote
If
you hold your shares in street name, it is critical that you cast your vote if you want it to count in the election of directors
(Item 1). Your bank, broker or other holder of record does not have discretion to vote your uninstructed shares with respect to
these two items of business. Therefore, if you hold your shares in street name and you do not instruct your bank, broker or other
holder of record on how to vote in the election of directors, no votes will be cast on your behalf. These are referred to as “broker
non-votes.” Your bank, broker or other holder of record, however, does have discretion to vote any uninstructed shares on
the ratification of the appointment of the independent registered public accounting firm (Item 2). If you are a stockholder of
record and you do not cast your vote, no votes will be cast on your behalf on any of the items of business at the annual meeting.
How
We Count the Votes
If
you return valid proxy instructions or attend the meeting in person, we will count your shares to determine whether there is a
quorum, even if you abstain from voting. Broker non-votes also will be counted to determine the existence of a quorum.
In
the election of directors, votes that are withheld and broker non-votes will have no effect on the outcome of the election.
In
counting votes on the proposal to ratify the appointment of the independent registered public accounting firm, broker non-votes
and abstentions will have no effect on the outcome of this proposal.
Voting
by Proxy
The
Board of Directors of SSB Bancorp is sending you this proxy statement for the purpose of requesting that you allow your shares
of SSB Bancorp common stock to be represented at the annual meeting by the designated proxies named by the Board of Directors.
All shares of SSB Bancorp common stock represented at the annual meeting by properly executed and dated proxies will be voted
according to the instructions indicated on the proxy card. If you sign, date and return a proxy card without giving voting instructions,
your shares will be voted as recommended by our Board of Directors.
The
Board of Directors unanimously recommends a vote:
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“FOR”
each nominee for director; and
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“FOR”
the ratification of the appointment of Zeno, Pockl, Lilly and Copeland, A.C. to serve as the independent registered public
accounting firm for the year ending December 31, 2020.
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If
any matters not described in this proxy statement are properly presented at the annual meeting, the persons named in the proxy
card will use their own best judgment as to how to vote your shares. This includes a motion to adjourn or postpone the annual
meeting in order to solicit additional proxies. If the annual meeting is postponed or adjourned, your common stock may be voted
by the persons named in the proxy card on the new meeting date as well, unless you have revoked your proxy. We do not know of
any other matters to be presented at the annual meeting.
Instead
of voting by completing and mailing a proxy card, registered stockholders can vote their shares of SSB Bancorp common stock via
the Internet. The Internet voting procedures are designed to authenticate stockholders’ identities, allow stockholders to
provide their voting instructions and confirm that their instructions have been recorded properly. Specific instructions for Internet
voting appear on the enclosed proxy card. The deadline for voting via the Internet is 11:59 p.m., Eastern Time, on May 19,
2020.
Revoking
Your Proxy
Whether
you vote by mail or via the Internet, if you are a registered stockholder, unless otherwise noted, you may later revoke your proxy
by:
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sending
a written statement to that effect to our Corporate Secretary;
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submitting
a properly signed proxy card with a later date;
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voting
via the Internet at a later time so long as such vote is received by the applicable time and date set forth above for registered
stockholders; or
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voting
in person at the annual meeting (Note: Attendance at the annual meeting will not in itself constitute revocation of
your proxy).
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If
you hold your shares through a bank, broker, trustee or nominee and you have instructed the bank, broker, trustee or nominee to
vote your shares, you must follow the directions received from your bank, broker, trustee or nominee to change those instructions.
Participants
in the ESOP and the 401(k) Plan
If
you participate in the ESOP, you will receive a voting instruction card that reflects all shares that you may direct the trustees
to vote on your behalf under the ESOP. If you hold SSB Bancorp common stock in the 401(k) Plan, you will receive a voting instruction
card that reflects all shares that you may direct the 401(k) Plan trustee to vote on your behalf under the 401(k) Plan. Under
the terms of the ESOP, the ESOP trustee votes all shares held by the ESOP, but each participant in the ESOP may direct the trustee
how to vote the shares of SSB Bancorp common stock allocated to his or her account. The ESOP trustee, subject to the exercise
of its fiduciary duties, will vote all unallocated shares of common stock held by the ESOP and all allocated shares for which
no timely voting instructions are received in the same proportion as shares for which it has received valid voting instructions.
Under the terms of the 401(k) Plan, you may direct the 401(k) Plan trustee how to vote the shares allocated to your account. If
the 401(k) Plan trustee does not receive your voting instructions, the 401(k) Plan trustee will be instructed to vote your shares
in the same proportion as the voting instructions received from other 401(k) Plan participants. The deadline for returning
your voting instruction cards to the ESOP trustee and/or the 401(k) Plan trustee is May 13, 2020.
CORPORATE
GOVERNANCE
General
We
periodically review our corporate governance policies and procedures to ensure that they meet the highest standards of ethical
conduct, report results with accuracy and transparency and fully comply with the laws, rules and regulations that govern our operations.
As part of this periodic corporate governance review, the Board of Directors reviews and adopts best corporate governance policies
and practices for SSB Bancorp.
Director
Independence
The
Board of Directors currently consists of six members. Although SSB Bancorp common stock is quoted on the OTCPink Market and is
not listed on the Nasdaq Stock Market, we refer to the definition of “independent director” contained in the listing
standards of the Nasdaq Stock Market when determining the independence of our directors. All our directors are considered independent
under those listing standards except for J. Daniel Moon, IV who serves as President and Chief Executive Officer of SSB Bancorp,
MHC, SSB Bancorp and SSB Bank. In determining the independence of directors, the Board of Directors has considered transactions,
relationships and arrangements between SSB Bancorp and its directors that are not required to be disclosed in this proxy statement
under the heading “Other Information Relating to Directors and Executive Officers—Transactions With Related Persons.”
Board
Leadership Structure and Board’s Role in Risk Oversight
The
Board of Directors has determined that the separation of the offices of Chairman of the Board and of President enhances Board
independence and oversight. Moreover, the separation of these offices allows the President to better focus on his growing responsibilities
of managing the daily operations of SSB Bancorp and SSB Bank, while allowing the Chairman of the Board to lead the Board of Directors
in its fundamental role of providing advice to and independent oversight of management. Bernie M. Simons currently serves as the
Chairman of the Board and is considered independent under the listing standards of the Nasdaq Stock Market.
Risk
is inherent with every business, and how well a business manages risk can ultimately determine its success. We face a number of
risks, including credit risk, interest rate risk, liquidity risk, operational risk, strategic risk and reputation risk. Management
is responsible for the day-to-day management of risks SSB Bancorp faces, while the Board of Directors, as a whole and through
its committees, has responsibility for the oversight of risk management. In its risk oversight role, the Board of Directors has
the responsibility to satisfy itself that the risk management processes designed and implemented by management are adequate and
functioning as designed. Senior management also attends Board meetings and is available to address any questions or concerns raised
by the Board of Directors on risk management and any other matters.
Committees
of the Board of Directors
The
Board of Directors has established an Audit Committee. Compensation decisions and corporate governance/director nomination decisions
are made by the full Board of Directors. The Board of Directors has not established a Compensation Committee or a Nominating Committee.
Based on the number of independent directors currently serving on the Board of Directors, we believe that the functions customarily
attributable to these committees are sufficiently performed by the full Board of Directors. Mr. Moon does not participate in any
discussions, deliberations or decisions with respect to his compensation.
Audit
Committee. The Audit Committee is established according to the requirements of the Securities Exchange Act of 1934, as
amended. The members of the Audit Committee are David H. Docchio, Jr. (Chair), Kenneth J. Broadbent and Mark C. Joseph, each of
whom is considered independent under the listing standards of the Nasdaq Stock Market. The Audit Committee operates under a written
charter, a copy of which is available on SSB Bank’s website (www.ssbpgh.com). The Audit Committee meets periodically
with our independent registered public accounting firm and management to review accounting, auditing, internal control structure
and financial reporting matters. The Board of Directors has determined that David H. Docchio, Jr. is an “audit committee
financial expert” under the rules of the Securities and Exchange Commission. The report of the Audit Committee required
by the rules of the Securities and Exchange Commission is included in this proxy statement. See “Report of the Audit
Committee.” The Audit Committee met 13 times during the year ended December 31, 2019.
Considerations
Respecting Director Nominees and Candidates
Minimum
Qualifications for Director Nominees. The Board of Directors has adopted a set of criteria that it considers when it selects
individuals to be nominated for election to the Board of Directors. A candidate must meet the eligibility requirements set forth
in our Bylaws, which include a requirement that the candidate not have been subject to certain criminal or regulatory actions.
A candidate also must meet any qualification requirements set forth in any Board of Directors or committee governing documents.
If
a candidate is deemed eligible for election to the Board of Directors, the Board of Directors will then evaluate the following
criteria in selecting nominees:
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contributions
to the range of talent, skill and expertise of the Board of Directors;
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financial,
regulatory and business experience, knowledge of the banking and financial service industries, familiarity with the operations
of public companies and ability to read and understand financial statements;
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familiarity
with our market area and participation in and ties to local businesses and local civic, charitable and religious organizations;
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personal
and professional integrity, honesty and reputation;
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the
ability to represent the best interests of our stockholders and the best interests of the SSB Bancorp;
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the
ability to devote sufficient time and energy to the performance of his or her duties; and
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independence,
as that term is defined under applicable Securities and Exchange Commission and stock exchange listing criteria.
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The
Board of Directors also will consider any other factors it deems relevant, including diversity, competition, size of the Board
of Directors and regulatory disclosure obligations.
When
nominating an existing director for re-election to the Board of Directors, the Board of Directors will consider and review an
existing director’s attendance and performance at Board meetings and at meetings of committees on which he serves; length
of Board service; the experience, skills and contributions that the existing director brings to the Board; and independence.
Director
Nomination Process. The process that the Board of Directors follows to identify and evaluate individuals to be nominated
for election to the Board of Directors is as follows:
For
purposes of identifying nominees for the Board of Directors, the Board of Directors relies on personal contacts of the committee
members and other members of the Board of Directors, as well as its knowledge of members of the communities SSB Bank serves. The
Board of Directors will also consider director candidates recommended by stockholders according to the policy and procedures set
forth below. The Board of Directors has not used an independent search firm to identify nominees.
In
evaluating potential nominees, the Board of Directors determines whether the candidate is eligible and qualified for service on
the Board of Directors by evaluating the candidate under the criteria set forth above. If such individual fulfills these criteria,
the Board of Directors will conduct a check of the individual’s background and interview the candidate to further assess
the qualities of the prospective nominee and the contributions he or she would make to the Board.
Consideration
of Director Candidates Recommended by Stockholders. The policy of the Board of Directors is to consider director candidates
recommended by stockholders who appear to be qualified to serve on our Board of Directors. The Board of Directors may choose not
to consider an unsolicited recommendation if no vacancy exists on the Board of Directors and the Board of Directors does not perceive
a need to increase the size of the Board of Directors. The Board of Directors will consider only those director candidates recommended
by stockholders in accordance with the procedures set forth below.
Procedures
to be Followed by Stockholders. To submit a recommendation of a director candidate to the Board of Directors, a stockholder
should submit the following information in writing, addressed to the Chairman of the Board of Directors, care of the Corporate
Secretary, at our main office:
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A
statement that the writer is a stockholder and is proposing a candidate for consideration by the Board of Directors;
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The
name and address of the stockholder as they appear on our books, and of the beneficial owner, if any, on whose behalf the
nomination is made;
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The
class or series and number of shares of our capital stock that are owned beneficially or of record by such stockholder and
such beneficial owner;
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A
description of all arrangements or understandings between such stockholder and each proposed nominee and any other person
or persons (including their names) pursuant to which the nomination(s) are to be made by such stockholder;
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A
representation that such stockholder intends to appear in person or by proxy at the meeting to nominate the nominee named
in the stockholder’s notice;
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The
name, age, personal and business address of the candidate, the principal occupation or employment of the candidate;
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The
candidate’s written consent to serve as a director;
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A
statement of the candidate’s business and educational experience and all other information relating to such person that
would indicates such person’s qualification to serve on the Board of Directors; and
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Such
other information regarding the candidate or the stockholder as would be required to be included in our proxy statement pursuant
to Regulation 14A of the Securities and Exchange Commission.
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For
a director candidate to be considered for nomination at an annual meeting of stockholders, the Board of Directors must receive
the recommendation at least 120 calendar days before the date our proxy statement was released to stockholders in connection with
the previous year’s annual meeting, advanced by one year.
Board
and Committee Meetings
The
business of SSB Bancorp and SSB Bank is conducted through meetings and activities of their respective Board of Directors and committees.
During the year ended December 31, 2019, the Board of Directors of SSB Bancorp held 1 meeting and the Board of Directors of SSB
Bank held 13 meetings. No director attended fewer than 75% of the total meetings of the Boards of Directors and of the committees
on which that director served.
Director
Attendance at Annual Meeting
It
is the policy of SSB Bancorp that its directors attend the annual meeting of stockholders. All of our directors attended last
year’s annual meeting.
Code
of Ethics for Senior Officers
We
have adopted a Code of Ethics for Senior Officers, which applies to our principal executive officer and principal financial officer,
addresses conflicts of interest, the treatment of confidential information, and compliance with applicable laws, rules and regulations.
In addition, it is designed to deter wrongdoing and promote honest and ethical conduct, the avoidance of conflicts of interest,
full and accurate disclosure and compliance with all applicable laws, rules and regulations. A copy of the Code of Ethics for
Senior Officers is available on SSB Bank’s website (www.ssbpgh.com).
Report
of the Audit Committee
Our
management is responsible for SSB Bancorp’s internal controls and financial reporting process. Our independent registered
public accounting firm is responsible for performing an independent audit of our financial statements and issuing an opinion on
the conformity of those financial statements with generally accepted accounting principles in the United States of America (“GAAP”).
The Audit Committee oversees SSB Bancorp’s internal controls and financial reporting process on behalf of the Board of Directors.
In
this context, the Audit Committee has met and held discussions with management and the independent registered public accounting
firm. Management represented to the Audit Committee that SSB Bank’s financial statements were prepared in accordance with
GAAP and the Audit Committee has reviewed and discussed the financial statements with management and the independent registered
public accounting firm. The Audit Committee discussed with the independent registered public accounting firm matters required
to be discussed by Public Company Accounting Oversight Board (the “PCAOB”) Auditing Standard No. 1301, Communications
with Audit Committees, which include matters related to the conduct of the audit of the financial statements.
In
addition, the Audit Committee has received the written disclosures and the letter from the independent registered public accounting
firm, required by the applicable requirements of the PCAOB regarding the independent registered public accounting firm’s
communications with the Audit Committee concerning independence, and has discussed with the independent registered public accounting
firm the firm’s independence from SSB Bancorp and its management. In concluding that the registered public accounting firm
is independent, the Audit Committee considered, among other factors, whether any non-audit services provided by the firm were
compatible with its independence. No non-audit services have been provided.
The
Audit Committee discussed with the independent registered public accounting firm the overall scope and plans for their audit.
The Audit Committee meets with the independent registered public accounting firm, with and without management present, to discuss
the results of their examination, their evaluation of SSB Bancorp’s internal controls, and the overall quality of its financial
reporting.
In
performing these functions, the Audit Committee acts only in an oversight capacity. In its oversight role, the Audit Committee
relies on the work and assurances of SSB Bancorp’s management, which has the primary responsibility for financial statements
and reports, and of the independent registered public accounting firm who, in its report, expresses an opinion on the conformity
of SSB Bank’s consolidated financial statements to GAAP. The Audit Committee’s oversight does not provide it with
an independent basis to determine that management has maintained appropriate accounting and financial reporting principles or
policies, or appropriate internal controls and procedures designed to assure compliance with accounting standards and applicable
laws and regulations. Furthermore, the Audit Committee’s considerations and discussions with management and the independent
registered public accounting firm do not assure that the financial statements are presented in accordance with GAAP, that the
audit of the financial statements has been carried out in accordance with GAAP or that the independent registered public accounting
firm is “independent.”
In
reliance on the reviews and discussions referred to above, the Audit Committee has recommended to the Board of Directors, and
the Board of Directors has approved, that the audited financial statements be included in SSB Bancorp’s Annual Report on
Form 10-K for the year ended December 31, 2019 for filing with the Securities and Exchange Commission. The Audit Committee also
has approved, subject to shareholder ratification, the selection of the independent registered public accounting firm for the
year ending December 31, 2020.
Audit
Committee of the Board of Directors
of
SSB
Bancorp
David
H. Docchio, Jr. (Chair)
Kenneth
J. Broadbent
Mark
C. Joseph
Directors’
Compensation
The
following table provides the compensation received by the individuals who served as non-employee directors during the year ended
December 31, 2019. The table excludes prerequisites, which did not exceed $10,000 in the aggregate for each director.
|
|
|
Fees Earned or Paid in Cash
|
|
|
Stock
Awards (1)
|
|
|
Option
Awards (2)
|
|
|
Total
|
|
|
Kenneth J. Broadbent
|
|
$
|
23,604
|
|
|
$
|
18,395
|
|
|
$
|
5,343
|
|
|
$
|
47,342
|
|
|
David H. Docchio, Jr.
|
|
|
23,604
|
|
|
|
18,395
|
|
|
|
5,343
|
|
|
|
47,342
|
|
|
Gretchen Givens Generett
|
|
|
21,864
|
|
|
|
18,395
|
|
|
|
5,343
|
|
|
|
45,602
|
|
|
Mark C. Joseph
|
|
|
23,604
|
|
|
|
18,395
|
|
|
|
5,343
|
|
|
|
47,342
|
|
|
Bernie M. Simons
|
|
|
28,604
|
|
|
|
18,395
|
|
|
|
5,343
|
|
|
|
52,342
|
|
|
(1)
|
Reflects
the aggregate grant date fair value for restricted stock awards computed according to Financial Accounting Standards Board
Accounting Standards Codification (“FASB ASC”) Topic 718 – Share Based Payment, based on the closing price
of SSB Bancorp’s common stock on the grant date ($8.35 per share on May 23, 2019). Restricted stock awards vest in five
approximately equal installments, with the first vesting occurring on May 23, 2020. As of December 31, 2019, each individual
had an outstanding stock award for 2,203 shares.
|
|
(2)
|
Reflects
the aggregate grant date fair value for stock options computed according to FASB ASC Topic 718, using the Black-Scholes option
pricing model to estimate the fair value of stock option awards. Stock option awards vest in five approximately equal installments,
with the first vesting occurring on May 23, 2020. As of December 31, 2019, each individual had an outstanding option award
for 5,508 shares. The actual realized value of the stock options, if any, will depend on the extent to which the market value
of SSB Bancorp’s common stock exceeds the exercise price of the stock options on the exercise date. Accordingly, there
is no assurance that the realized value will be at or near the estimated value reflected in the table.
|
Stock
Ownership
The
following table provides information as of March 27, 2020, about the beneficial owners known to SSB Bancorp that own more than
5% of our outstanding common stock and the shares of common stock beneficially owned by each nominee for director, by each director
continuing in office, by each named executive officer and by all directors and executive officers as a group. A person may be
considered to beneficially own any shares of common stock over which he has, directly or indirectly, sole or shared voting or
investment power or as to which he or she has the right to acquire beneficial ownership at any time within 60 days after March
27, 2020. Unless otherwise indicated, each of the named individuals has sole voting power and sole investment power with respect
to the shares shown and none of the named individuals has pledged his shares.
|
|
|
Number of
Shares Owned
|
|
|
Percent of
Common Stock
Outstanding (1)
|
|
|
|
|
|
|
|
|
|
SSB Bancorp, MHC
8700 Perry Highway
Pittsburgh, PA 15237
|
|
|
1,236,538
|
|
|
|
54.3
|
%
|
|
|
|
|
|
|
|
|
|
|
|
Directors:
|
|
|
|
|
|
|
|
|
|
Kenneth J. Broadbent
|
|
|
23,304
|
(2)
|
|
|
1.0
|
%
|
|
David H. Docchio, Jr.
|
|
|
23,304
|
(3)
|
|
|
1.0
|
%
|
|
Gretchen Givens Generett
|
|
|
8,304
|
(4)
|
|
|
*
|
|
|
Mark C. Joseph
|
|
|
23,304
|
(5)
|
|
|
1.0
|
%
|
|
J. Daniel Moon IV
|
|
|
32,958
|
(6)
|
|
|
1.4
|
%
|
|
Bernie M. Simons
|
|
|
23,304
|
(7)
|
|
|
1.0
|
%
|
|
|
|
|
|
|
|
|
|
|
|
Executive Officers Who Are Not Directors:
|
|
|
|
|
|
|
|
|
|
Benjamin Contrucci
|
|
|
15,925
|
(8)
|
|
|
*
|
|
|
Peter F. Stires
|
|
|
217
|
(9)
|
|
|
*
|
|
|
All
directors and executive officers as a group (8 persons)
|
|
|
150,620
|
|
|
|
6.6
|
%
|
|
|
*
|
Less
than 1%.
|
|
|
(1)
|
Based
on 2,276,891 shares outstanding as of March 27, 2020.
|
|
|
(2)
|
Includes
2,203 restricted stock awards and 1,101 stock options exercisable within 60 days of March 27, 2020.
|
|
|
(3)
|
Includes
6,900 shares held in an Individual Retirement Account (“IRA”), 2,203 restricted stock awards and 1,101 stock options
exercisable within 60 days of March 27, 2020.
|
|
|
(4)
|
Includes
2,203 restricted stock awards and 1,101 stock options exercisable within 60 days of March 27, 2020.
|
|
|
(5)
|
Includes
2,203 restricted stock awards and 1,101 stock options exercisable within 60 days of March 27, 2020.
|
|
|
(6)
|
Includes
19,931 shares held in the 401(k) Plan, 11.016 restricted stock awards and 1,842 shares held in the ESOP.
|
|
|
(7)
|
Includes
2,203 restricted stock awards and 1,101 stock options exercisable within 60 days of March 27, 2020.
|
|
|
(8)
|
Includes
8,339 shares held in an IRA, 6,610 restricted stock awards and 976 shares held in the ESOP.
|
|
|
(9)
|
Consists
of 217 shares held in the ESOP.
|
Items
OF BUSINESS to be Voted on by STOCKHOLDERs
Item
1 — Election of Directors
SSB
Bancorp’s Board of Directors consists of six members. The Board of Directors is divided into three classes with three-year
staggered terms, with approximately one-third of the directors elected each year. The nominees for election are J. Daniel Moon,
IV and Bernie M. Simmons. Both currently serve as directors of both SSB Bancorp and SSB Bank.
The
Board of Directors intends to vote the proxies solicited by it in favor of the election of all of the nominees named above. If
any nominee is unable to serve, the persons named in the proxy card will vote your shares to approve the election of any substitute
proposed by the Board of Directors. Alternatively, the Board of Directors may adopt a resolution to reduce the size of the Board
of Directors. At this time, the Board of Directors knows of no reason why any nominee might be unable to serve.
The
Board of Directors unanimously recommends a vote “FOR ALL” of the nominees for director.
Information
regarding the Board of Directors’ nominees and the directors continuing in office is provided below. Unless otherwise stated,
each individual has held his current occupation for the last five years. The age indicated in each individual’s biography
is as of December 31, 2019. The indicated period for service as a director includes service as a trustee/director of SSB Bank.
There are no family relationships among the directors.
Director
Nominees for Terms Expiring in 2023
J.
Daniel Moon, IV has served as President, Chief Executive Officer and Chief Financial Officer of SSB Bank since 2009. Previously,
he served as President and Chief Executive Officer of two other financial institutions in Pittsburgh and the surrounding area.
He has worked in the banking and financial services industry for over 30 years. In addition, he has been involved in various community
activities, including having served on the boards of various for-profit and non-profit organizations. He earned a Bachelors’
Degree in Finance from Robert Morris University and an MBA from Waynesburg University. Mr. Moon’s extensive knowledge of
the banking industry and strong leadership skills provide SSB Bank with invaluable insight and guidance into the business and
regulatory requirements of today’s banking environment. Age 53. Director since 2009.
Bernie
M. Simons, M.D. has worked as a physician specializing in family practice for over 20 years. He is employed by Heritage
Valley Health Systems, an integrated health care delivery network. Dr. Simons assists the Board of Directors in understanding
its fiduciary duties and leads the board of directors in shaping and overseeing policy and product development and risk assessment.
Age 55. Director since 2011.
Directors
Continuing in Office with Terms Expiring in 2021
Kenneth
J. Broadbent has been a Business Manager for the Pittsburgh Steamfitters Local 449 for over 20 years. Mr. Broadbent contributes
marketing expertise to our Board of Directors. Additionally, his work experience in financial matters qualifies him to serve as
a member of the Audit Committee. Age 63. Director since 2011.
David
H. Docchio, Jr. has been employed for over 20 years as an auditor/accountant with the Laborers’ Combined Funds of
Western Pennsylvania, which serves participants in the pension and welfare funds of the Laborers District Council of Western Pennsylvania.
His work experience in financial and auditing/accounting matters qualifies him to serve as a member of the Audit Committee and
with the designation of “audit committee financial expert,” as that term is defined in the rules and regulations of
the Securities and Exchange Commission. Mr. Docchio also assists the Board of Directors in corporate governance and internal audit
matters. Age 52. Director since 2009.
Directors
Continuing in Office with Terms Expiring in 2022
Gretchen
Givens Generett is an associate professor at Duquesne University in Diversity Studies and the director of the UCEA Center
for Educational Leadership and Social Justice. Her research focuses on teacher professional development, educational leadership,
and cultural diversity. She assists SSB Bancorp and SSB Bank in educating staff on diversity considerations and also focuses on
employee and management retention. Age 48. Director since 2013.
Mark
C. Joseph is an attorney-at-law licensed in the Commonwealth of Pennsylvania and a sole practitioner. His legal background,
including his work with a large regional financial institution, provides the Board of Directors with experience in corporate governance,
regulatory matters, real estate litigation, policy development, and other legal matters that may arise in the course of SSB Bank’s
business. Age 49. Director since 2009.
Executive
Officers Who Are Not Directors
Below
is information regarding our executive officers who are not directors of SSB Bancorp or SSB Bank. The listed individual has held
his current position for at least the last five years, unless otherwise stated. The age presented are as of December 31, 2019.
Benjamin
Contrucci, age 39, has been employed by SSB Bank since April 2017 and currently serves as Chief Financial Officer. Before
becoming Chief Financial Officer, he served as Vice President of Retail Operations and Merchant Services. From April 2016 to November
2016, he served as Vice President/Consumer Credit Officer with The Farmers National Bank of Emlenton. From March 2008 to April
2016, he served in multiple positions at United American Savings Bank, starting as a Loan Specialist, then serving as Chief Lending
Officer from February 2012 through April 2016. He earned a Bachelor of Science degree in Mathematics from Allegheny College in
2002 and a Masters in the Art of Teaching from the University of Pittsburgh in 2003.
Peter
Stires, age 36, has been employed by SSB Bank since March 2018 and currently serves as Vice President of Commercial Lending.
Before becoming Vice President of Commercial Lending, he served as Commercial Loan Manager from September 2018 to October 2019
and Commercial Lender from March 2018 to September 2018. From September 2015 to March 2018, he served as a Credit Analyst with
EQT Corporation, a natural gas producer. From December 2010 to September 2015, he served in multiple positions at Citizens Bank.
He earned a Bachelor of Science degree in Organizational Leadership and Professional Communication from Duquesne University in
2010.
Item
2 — Ratification of Appointment of Independent Registered Public Accounting Firm
Zeno,
Pockl, Lilly and Copeland, A.C. served as our independent registered public accounting firm for the year ended December 31, 2019.
The Audit Committee of the Board of Directors has appointed Zeno, Pockl, Lilly and Copeland, A.C. to serve as our independent
registered public accounting firm for the year ending December 31, 2020, subject to ratification by stockholders. A representative
of Zeno, Pockl, Lilly and Copeland, A.C. is expected to be present at the annual meeting to respond to appropriate questions from
stockholders and will have the opportunity to make a statement should he or she desire to do so.
If
the appointment of Zeno, Pockl, Lilly and Copeland, A.C. is not ratified by a majority of the votes cast by stockholders at the
annual meeting, the Audit Committee of the Board of Directors will consider other independent registered public accounting firms.
The
Board of Directors unanimously recommends that stockholders vote “FOR” the ratification of the appointment of Zeno,
Pockl, Lilly and Copeland, A.C. to serve as the independent registered public accounting firm for the year ending December 31,
2020.
Audit
Fees. The following table sets forth the fees that Zeno, Pockl, Lilly and Copeland, A.C. billed to SSB Bancorp for the
years ended December 31, 2019 and 2018.
|
|
|
2019
|
|
|
2018
|
|
|
Audit Fees (1)
|
|
$
|
173,875
|
|
|
$
|
164,296
|
|
|
Audit-Related Fees
|
|
|
—
|
|
|
|
—
|
|
|
Tax Fees
|
|
|
—
|
|
|
|
—
|
|
|
All Other Fees
|
|
|
—
|
|
|
|
—
|
|
|
|
(1)
|
Consists
of fees for professional services rendered for the audits of the financial statements included in the Annual Report on Form
10-K, for the review of financial statements included in the Quarterly Report on Form 10-Q and for services normally provided
by the independent auditor in connection with statutory and regulatory filings or engagements.
|
Change
in Independent Registered Public Accountants. On June 6, 2018, the Company, at the recommendation of the Audit Committee
of the Company’s Board of Directors, dismissed Wolf & Company, P.C. as the Company’s independent registered public
accounting firm and, on June 13, 2018, at the recommendation of the Audit Committee of the Company’s Board of Directors,
engaged Zeno, Pockl, Lilly and Copeland, A.C. as the Company’s independent registered
public accounting firm for the year ended December 31, 2018.
During
the two most recent fiscal years ended December
31, 2017 and December 31, 2016 and during the subsequent interim period from January
1, 2018 through June 13, 2018, neither the Company nor anyone on its behalf consulted Zeno,
Pockl, Lilly and Copeland, A.C. regarding either (i) the application of accounting principles
to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on the Company’s
consolidated financial statements, and neither a written report nor oral advice was provided to the Company that Zeno,
Pockl, Lilly and Copeland, A.C. concluded was an important factor considered by the Company
in reaching a decision as to any accounting, auditing or financial reporting issue, or (ii) any matter that was either the subject
of a “disagreement” or a
“reportable event,” each
as defined in Securities and Exchange Commission Regulation S-K Item 304(a)(1)(v), respectively.
The
audit reports of Wolf & Company, P.C. on the Company’s consolidated financial statements as of and for each of the two
most recent fiscal years ended December 31, 2017 and December 31, 2016 did not contain an adverse opinion or a disclaimer of opinion
and were not qualified or modified as to uncertainty, audit scope, or accounting principles. During the Company’s two most
recent fiscal years ended December 31, 2017 and December 31, 2016 and during the subsequent interim period from January 1, 2018
through June 6, 2018, there were (i) no disagreements with Wolf & Company, P.C. on any matter of accounting principles or
practices, financial statement disclosure or auditing scope or procedures that, if not resolved to Wolf & Company, P.C.’s
satisfaction, would have caused Wolf & Company, P.C. to make reference to the subject matter of the disagreement in connection
with its reports, and (ii) no “reportable events” as defined in Item 304(a)(1)(v) of Securities and Exchange Commission
Regulation S-K.
Policy
on Audit Committee Pre-Approval of Audit and Permissible Non-Audit Services of Independent Registered Public Accounting Firm.
The Audit Committee is responsible for appointing, setting compensation and overseeing the work of the independent registered
public accounting firm. In accordance with its charter, the Audit Committee approves, in advance, all audit and permissible non-audit
services to be performed by the independent registered public accounting firm. This approval process ensures that the firm does
not provide any non-audit services to us prohibited by law or regulation.
Executive
Compensation
Summary
Compensation Table
The
following information is furnished for our principal executive officer and other executive officers serving during the fiscal
year ended December 31, 2019 whose total compensation exceeded $100,000 for the fiscal year ended December 31, 2019. These individuals
are sometimes referred to in this proxy statement as the “named executive officers.”
|
Name and Principal Position
|
|
Year
|
|
|
Salary
|
|
|
Bonus
|
|
|
Stock Awards (3)
|
|
|
Option Awards (4)
|
|
|
All Other Compensation
|
|
|
Total
|
|
|
J. Daniel Moon, IV
|
|
2019
|
|
|
$
|
244,145
|
|
|
$
|
25,000
|
|
|
$
|
83,722
|
|
|
$
|
25,889
|
|
|
$
|
21,551
|
(5)
|
|
$
|
400,307
|
|
|
President and Chief Executive Officer
|
|
2018
|
|
|
|
236,643
|
|
|
|
17,500
|
|
|
|
—
|
|
|
|
—
|
|
|
|
26,155
|
|
|
|
280,298
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Benjamin Contrucci
|
|
2019
|
|
|
|
174,198
|
|
|
|
20,000
|
|
|
|
50,236
|
|
|
|
15,534
|
|
|
|
7,768
|
(6)
|
|
|
267,736
|
|
|
Chief Financial Officer
|
|
2018
|
|
|
|
157,802
|
|
|
|
12,000
|
|
|
|
—
|
|
|
|
—
|
|
|
|
6,710
|
|
|
|
176,512
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Jennifer Harris
|
|
2019
|
|
|
|
64,032
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
91,693
|
(7)
|
|
|
155,725
|
|
|
Former Chief Lending Officer (1)
|
|
2018
|
|
|
|
150,592
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
6,020
|
|
|
|
156,712
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Peter F. Stires
|
|
2019
|
|
|
|
103,833
|
|
|
|
13,000
|
|
|
|
—
|
|
|
|
—
|
|
|
|
4,173
|
(8)
|
|
|
121,006
|
|
|
Vice President of Commercial Lending (2)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1)
|
Ms.
Harris’s employment was terminated effective May 3, 2019.
|
|
(2)
|
Mr.
Stires was promoted to Vice President of Commercial Lending effective October 25, 2019.
|
|
(3)
|
Reflects
the aggregate grant date fair value for restricted stock awards computed according to FASB ASC Topic 718 – Share Based
Payment, based on the closing price of SSB Bancorp’s common stock on the grant date ($7.60 per share on November 20,
2019). Restricted stock awards vest in five approximately equal installments, with the first vesting occurring on November
20, 2020. As of December 31, 2019, Mr. Moon had an outstanding stock award for 11,016 shares and Mr. Contrucci had an outstanding
award for 6,610 shares.
|
|
(4)
|
Reflects
the aggregate grant date fair value for stock options computed according to FASB ASC Topic 718, using the Black-Scholes option
pricing model to estimate the fair value of stock option awards. Stock option awards vest in five approximately equal installments,
with the first vesting occurring on November 20, 2020. As of December 31, 2019, Mr. Moon had an outstanding option award for
27,541 shares and Mr. Contrucci had an outstanding option award for 16,525 shares. The actual realized value of the stock
options, if any, will depend on the extent to which the market value of SSB Bancorp’s common stock exceeds the exercise
price of the stock options on the exercise date. Accordingly, there is no assurance that the realized value will be at or
near the estimated value reflected in the table.
|
|
(5)
|
Consists
of employer matching contributions to the 401(k) Plan ($10,766), automobile allowance ($10,339) and employer-paid life insurance
premiums ($446).
|
|
(6)
|
Consists
of employer matching contributions to the 401(k) Plan.
|
|
(7)
|
Consists
of employer matching contributions to the 401(k) Plan ($2,049) and severance payments ($89,644) paid pursuant to a Separation
and General Release Agreement dated May 24, 2019 (the “Agreement”). The effective date of the Agreement is June
1, 2019. The Agreement includes confidentiality and non-disparagement provisions and
a full and final release of claims. Pursuant to the Agreement we have agreed to pay Ms. Harris her then current annual salary
through February 3, 2020, as severance compensation. We have also agreed to pay her group health benefits under COBRA through
May 3, 2020 or the date on which she ceases to be eligible for COBRA, whichever occurs first. The severance compensation
and COBRA benefits are paid in exchange for her performance of her obligations under the Agreement.
|
|
(8)
|
Consists
of employer matching contributions to the 401(k) Plan.
|
Employment
Agreements
SSB
Bank has entered into individual employment agreements with J. Daniel Moon, IV and Benjamin Contrucci, each of which has an initial
term of three years which commenced on September 1, 2017. Continuing on each September 1st thereafter, the term of
each agreement will renew for one additional year, unless written notice of non-renewal is provided by the board of trustees at
least 30 days before any renewal date. Before each notice period for non-renewal, the disinterested members of the board of trustees
will conduct a performance evaluation of each executive in part to determine whether to take action regarding non-renewal of his
or her employment agreement.
The
employment agreements provide a base salary for Messrs. Moon and Contrucci in the amounts of $250,000 and $178,000, respectively.
The base salary for each executive will increase each year by at least 3%. In addition to base salary, each executive will be
entitled to participate in any bonus program and benefit plan made available to senior management employees and will be reimbursed
for all reasonable business expenses incurred. Mr. Moon’s agreement also provides for certain expense reimbursements and
allowances with respect to his automobile.
If
either executive’s involuntary termination of employment for reasons other than cause, disability or death, or if he resigns
for “good reason,” the executive will receive a lump sum cash severance payment equal to the amount base salary that
he or she would have earned had he remained employed for the duration of the “benefit period.” The benefit period
is 24 months or, if greater, the remaining term of the employment agreement as of the executive’s date of termination. In
addition, each executive will be entitled to receive life insurance and non-taxable medical and dental insurance coverage substantially
comparable to the coverage maintained by SSB Bank for the benefit period or, if earlier, until the date on which the executive
becomes a full-time employee of another employer and receives comparable health and welfare benefits. For purposes of the employment
agreements, “good reason” is defined as: (1) a reduction in base salary or a material reduction in benefits (other
than reduction in benefits by SSB Bank that is part of a good faith, overall reduction of benefits applicable to all employees);
(2) a material reduction in the executive’s duties or responsibilities; (3) a relocation of the executive’s principal
place of employment by more than 25 miles from the executive’s principal place of employment as of the initial effective
date of the employment agreement; or (4) a material breach of the employment agreement by SSB Bank. In order to be entitled to
the severance benefits set forth above, the executive will be required to enter into a release of claims against SSB Bank and
its affiliates related to his employment. If the benefits cannot be provided to the executive, the executive will receive a cash
payment equal to the estimated value of the benefits.
If
either executive’s involuntary termination of employment for reasons other than cause, disability or death, or if he resigns
for “good reason” on or after the effective date of a change in control of SSB Bancorp or SSB Bank, the executive
will be entitled to (in lieu of the payments and benefits described in the previous paragraph) a severance payment equal to three
times the executive’s highest annual rate of base salary and bonus paid, or earned, during the calendar year of the change
in control or either of the two calendar years immediately preceding the change in control. The payment will be made in a lump
sum within 30 days following the executive’s date of termination. In addition, SSB Bank (or its successor) will continue
to provide the executive with life insurance and non-taxable medical and dental insurance coverage substantially comparable to
the coverage provided to the executive immediately before his date of termination at no cost to the executive. The continued coverage
will cease upon the earlier of: (1) the date which is three years after the executive’s date of termination; or (2) the
date on which the executive becomes a full-time employee of another employer and receives comparable health and welfare benefits.
If the benefits cannot be provided to the executive, the executive will receive a cash payment equal to the estimated value of
the benefits.
If
the executive dies while employed, the executive’s estate or beneficiary will be paid his base salary for 12 months following
death, and his family will continue to receive non-taxable medical and dental coverage for the same period after his death.
The
executive will not receive any additional compensation or benefits under the employment agreement if he becomes disabled. The
executive will, however, be entitled to receive benefits under any applicable short-term or long-term disability arrangement maintained
by SSB Bank.
Upon
termination of employment (other than a termination in connection with a change in control), each executive will be required to
adhere to one-year non-competition and non-solicitation covenants.
Outstanding
Equity Awards at December 31, 2019
The
following table provides information regarding equity awards outstanding as of December 31, 2019 to each named executive officer.
|
Name
|
|
Number of Securities Underlying Unexercised Options Exercisable
|
|
|
Number of Securities Underlying Unexercised Options Unexercisable
|
|
|
Option Exercise Price
|
|
|
Option Expiration
Date
|
|
|
Number of Shares of Restricted Stock That Have Not Vested (1)
|
|
|
Market Value of Shares of Restricted Stock That Have Not Vested (2)
|
|
|
J. Daniel Moon, IV
|
|
|
—
|
|
|
|
27,541
|
|
|
$
|
7.60
|
|
|
|
11/20/29
|
|
|
|
11,016
|
|
|
$
|
88,238
|
|
|
Benjamin Contrucci
|
|
|
—
|
|
|
|
16,525
|
|
|
|
7.60
|
|
|
|
11/20/29
|
|
|
|
6,610
|
|
|
|
52,946
|
|
|
Jennifer Harris
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
Peter F. Stires
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
(1)
|
Restricted
stock awards vest in five approximately equal installments, with the first vesting occurring on November 20, 2020.
|
|
(2)
|
Based
upon the closing stock price of $8.01 per share on December 31, 2019.
|
Other
Information Relating to Directors and Executive Officers
Section
16(a) Beneficial Ownership Reporting Compliance
Section
16(a) of the Securities Exchange Act of 1934, as amended, requires SSB Bancorp’s executive officers and directors, and persons
who own more than 10% of any registered class of SSB Bancorp’s equity securities, to file reports of ownership and changes
in ownership with the Securities Exchange Commission. Executive officers, directors and greater than 10% stockholders are required
by regulation to furnish us with copies of all Section 16(a) reports they file.
Based
solely on our review of the copies of the reports we have received and of written representations provided to us from the individuals
required to file the reports, we believe that each of our executive officers, directors, and greater than 10% beneficial owners
has complied with applicable reporting requirements for transactions in SSB Bancorp common stock during the fiscal year ended
December 31, 2019.
Transactions
with Related Persons
The
federal securities laws generally prohibit publicly traded companies from making loans to their executive officers and directors,
but it contains a specific exemption from such prohibition for loans made by federally insured financial institutions, such as
SSB Bank, to their executive officers and directors in compliance with federal banking regulations. Federal regulations permit
executive officers and directors to receive the same terms that are widely available to other employees as long as the director
or executive officer is not given preferential treatment compared to the other participating employees. At December 31, 2019,
all of our loans to our trustees and executive officers were made in the ordinary course of business, were 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 SSB Bank, and did not involve more than the normal risk of collectability or present other unfavorable features. These
loans were performing according to their original terms at December 31, 2019, and were made in compliance with applicable federal
and state banking regulations.
Submission
of STOCKHOLDER Business Proposals and Nominations
SSB
Bancorp must receive proposals that shareholders seek to include in the proxy statement for our next annual meeting no later than
December 18, 2020. If next year’s annual meeting is held on a date that is more than 30 calendar days from May 20, 2021,
a shareholder proposal must be received by a reasonable time before SSB Bancorp begins to print and mail its proxy solicitation
materials for such annual meeting. Any shareholder proposals will be subject to the requirements of the proxy rules adopted by
the Securities and Exchange Commission.
Our
Bylaws provide that, for a stockholder to make nominations for the election of directors or proposals for business to be brought
before the annual meeting, a stockholder must deliver notice to the Corporate Secretary not less than 90 days nor more than 120
days before the date of the annual meeting. However, if less than 90 days’ notice or prior public disclosure of the annual
meeting is given to stockholders and the date of the annual meeting is advanced more than 30 days before or delayed more than
30 days after the anniversary of the preceding year’s annual meeting, such notice must be delivered not later than the close
of business on the tenth day following the day on which notice of the annual meeting was mailed to stockholders or public disclosure
of the annual meeting date was made. A copy of the Bylaws may be obtained by contacting our Corporate Secretary.
STOCKholder
Communications
Stockholders
who wish to communicate with the Board of Directors or an individual director should do so in writing to SSB Bancorp, Inc., 8700
Perry Highway, Pittsburgh, PA 15237. Communications regarding financial or accounting policies may be made in writing to the Chairman
of the Audit Committee, at the same address. All other communications should be sent in writing to the attention of the President
and Chief Executive Officer, at the same address.
Miscellaneous
SSB
Bancorp will pay the cost of this proxy solicitation and will reimburse brokerage firms and other custodians, nominees and fiduciaries
for reasonable expenses they incur in sending proxy materials to the beneficial owners of SSB Bancorp common stock. In addition
to soliciting proxies by mail, our directors, officers and regular employees may solicit proxies personally or by telephone without
receiving additional compensation.
SSB
Bancorp’s Annual Report on Form 10-K is included with this proxy statement. Any stockholder who has not received a copy
of the Form 10-K may obtain a copy by writing to our Corporate Secretary or by accessing a copy online. See “Important
Notice Regarding the Availability of Proxy Materials for the Stockholder Meeting to be Held on May 20, 2020.” The Form
10-K is not to be treated as part of the proxy solicitation material or as having been incorporated in this proxy statement by
reference.
If
you and others who share your address own your shares of SSB Bancorp common stock in “street name,” your broker or
other holder of record may be sending only one annual report and proxy statement to your address. This practice, known as “householding,”
is designed to reduce our printing and postage costs. However, if a stockholder residing at such an address wishes to receive
a separate annual report or proxy statement in the future, he or she should contact the broker or other holder of record. If you
own your shares in “street name” and are receiving multiple copies of our annual report and proxy statement, you can
request householding by contacting your broker or other holder of record.
Whether
or not you plan to attend the annual meeting, please vote by marking, signing, dating and promptly returning a proxy card or by
voting via the Internet.
|
|
BY
ORDER OF THE BOARD OF DIRECTORS
|
|
|
|
|
|
Frances
Ann Amorose
|
|
|
Corporate
Secretary
|
Pittsburgh,
PA
April
17, 2020
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