BPRN Princeton Bancorp Inc

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

SCHEDULE 14A

(Rule 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a)

of the Securities Exchange Act of 1934

(Amendment No.    )

Filed by the Registrant  ☒

Filed by a Party other than the Registrant   ☐

Check the appropriate box:

PRINCETON BANCORP, INC.

(Name of Registrant as Specified in its Charter)

(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

Payment of Filing Fee (Check the appropriate box):

PRINCETON BANCORP, INC.

183 Bayard Lane

Princeton, New Jersey 08540

(609) 921-1700

March 27, 2023

To Our Shareholders:

You are cordially invited to the 2023 Annual Meeting of Shareholders (the “annual meeting”) of Princeton Bancorp, Inc. (the “Company”). Similar to last year, the annual meeting will be held virtually over the Internet on Friday, April 28, 2023, at 10:00 a.m., Eastern Time. The annual meeting can be accessed by visiting //meetnow.global/MDMQ7GQ where you will be able to listen to the meeting live, submit questions and vote online. Shareholders of record will need a control number to access the meeting. The control number can be found on the enclosed proxy card. You will not be able to attend the annual meeting in person.

At the annual meeting, shareholders will be asked to consider and vote upon: (i) the election of eight directors to the Company’s board of directors, each to serve until the 2024 annual meeting of the shareholders, and until his or her successor is elected and qualified; (ii) an advisory vote to approve our named executive officer compensation; (iii) a proposal to ratify the selection of Wolf & Company, P.C. as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2023; and (iv) such other business as shall properly come before the annual meeting or any adjournment or postponement of the annual meeting.

The board of directors of the Company urges you to vote in favor of each of the board’s director nominees, and “FOR” proposals (ii) and (iii) above.

Your vote is important. On behalf of the board of directors, we urge you to submit a proxy by mail, telephone or internet as soon as possible, even if you plan to attend the annual meeting virtually. This will not prevent you from voting online at the annual meeting, but it will assure that your vote is counted if you are unable to attend virtually.

Very truly yours,

Richard J. Gillespie

Chairman

PRINCETON BANCORP, INC.

183 Bayard Lane

Princeton, New Jersey 08540

If you would like to receive any of the Company’s filings with the Securities and Exchange Commission under the Securities Exchange Act of 1934 or press releases, please contact Daniel J. O’Donnell, Executive Vice President, General Counsel and Chief Operating Officer, Princeton Bancorp, Inc., 183 Bayard Lane, Princeton, New Jersey 08540, (609) 454-0129.

BY ORDER OF THE BOARD OF DIRECTORS

ROBERT N. RIDOLFI

Secretary

March 27, 2023

PRINCETON BANCORP, INC.

183 Bayard Lane

Princeton, New Jersey 08540

INFORMATION ABOUT VOTING

Why am I receiving these materials?

You are receiving these materials in connection with the solicitation of proxies on behalf of our board of directors for use at the 2023 Annual Meeting of Shareholders, which will take place on Friday, April 28, 2023, at 10:00 a.m., Eastern Time. As a shareholder as of the close of business on March 3, 2023, which is the record date fixed by the board of directors, you are entitled and urged to vote your shares on the proposals described in this proxy statement, and are invited to attend the annual meeting, which will be held online and not in person.

How are proxies being solicited?

This proxy solicitation is being made by and at the direction of the board of directors of the Company, and we will pay all expenses relating to the solicitation. In addition to the use of the mails, proxies may be solicited personally, by telephone, by email or by other electronic means by officers, directors and employees of the Company, who will not be compensated for such solicitation activities. Arrangements may be made with brokerage houses and other custodians, nominees and fiduciaries for forwarding solicitation materials to the beneficial owners of shares held of record by such persons, and the Company will reimburse those persons for their reasonable expenses. Please cast your vote by proxy immediately by mail, telephone or internet.

What is on the agenda for the annual meeting?

The agenda for the annual meeting includes:

Who can vote?

You can vote at the annual meeting if you are a holder of our common stock on the record date. The record date is the close of business on March 3, 2023. Each share of common stock you own as of the record date entitles you to one vote for each director to be elected in the election of directors and one vote on the other proposals being submitted to the shareholders at the annual meeting. As of March 3, 2023, there were 6,255,908 shares of common stock outstanding and entitled to vote.

May I attend the annual meeting? What do I need in order to attend the meeting?

The annual meeting will be conducted completely online via the internet. You are entitled to participate in the annual meeting only if you were a shareholder of record of the Company as of the close of business on March 3, 2023, the record date for the annual meeting, or if you hold a valid proxy for the annual meeting. No in-person meeting will be held.

Shareholders may attend and participate in the meeting by visiting //meetnow.global/MDMQ7GQ. To participate in the annual meeting, you will need the control number included on your proxy card enclosed with this proxy statement.

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If you hold your shares through an intermediary, such as a bank or broker, you must (1) obtain a written legal proxy from such intermediary authorizing you to vote those shares online at the annual meeting and (2) register in advance using the instructions below.

We encourage you to access the meeting before the start time of 10:00 a.m., Eastern Time, on April 28, 2023. Please allow ample time for online check-in, which will begin at 9:45 a.m., Eastern Time, on April 28, 2023. Please follow the instructions as outlined in this proxy statement and your proxy card.

How do I register to attend the Annual Meeting virtually on the Internet?

If you are a registered shareholder (i.e., you hold your shares through our transfer agent, Computershare), you do not need to register to attend the annual meeting virtually on the Internet. Please follow the instructions on the proxy card that you received.

If you hold your shares through an intermediary, such as a bank or broker, you must (1) obtain a written legal proxy from your bank, brokerage firm or other nominee authorizing you to vote those shares online at the annual meeting and (2) register in advance to attend the annual meeting virtually on the Internet. To register to attend the annual meeting online by webcast you must submit your written legal proxy reflecting your Company holdings along with your name and email address to Computershare. Requests for registration must be labeled as “Legal Proxy” and be received no later than 5:00 p.m., Eastern Time, on April 27, 2023.

You will receive a confirmation of your registration by email after we receive your registration materials.

Requests for registration should be directed to us at the following:

        Computershare

        Princeton Bancorp Legal Proxy

        P.O. Box 43006

        Providence, RI 02940-3006

Why is the annual meeting a virtual, online meeting?

For the safety and convenience of our shareholders, our board of directors decided not to hold an in-person annual meeting this year. All of our annual meetings since 2020 have been held virtually as well.

How may I vote my shares at the virtual annual meeting?

If you hold shares of the Company’s common stock as the shareholder of record, you have the right to vote those shares at the annual meeting. Please follow the instructions on your proxy card and at //meetnow.global/MDMQ7GQ in order to vote your shares during the meeting. Shareholders of record will need a control number to access the meeting. The control number can be found on your proxy card.

If you are a beneficial owner and hold shares of the Company’s common stock in street name, you cannot vote the shares you beneficially own through the online voting platform unless you have a written legal proxy from your bank, brokerage firm or other nominee to do so. If you obtain a written legal proxy, please follow the instructions above under “How do I register to attend the Annual Meeting virtually on the Internet?” in order to vote your shares during the meeting.

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We encourage you to access the meeting before the start time of 10:00 a.m., Eastern Time, on April 28, 2023. Please allow ample time for online check-in, which will begin at 9:45 a.m., Eastern Time, on April 28, 2023.

Even if you plan to attend the virtual annual meeting, you should submit a proxy card or voting instruction form for your shares in advance, so that your vote will be counted if you later decide not to attend the virtual annual meeting.

How do I vote shares held directly in my name without attending the annual meeting?

If you hold your shares directly and not through a bank, brokerage firm or other nominee, even if you plan to attend the virtual annual meeting, you may vote your shares in one of the other following ways:

How do I vote if shares are held through a bank, brokerage firm or other nominee?

If you hold your shares through a bank, brokerage firm or other nominee, you will need to vote your shares by providing voting instructions to your bank, brokerage firm or other nominee, in accordance with the voting instruction form provided to you by your bank, brokerage firm or other nominee, or by obtaining a legal proxy from your bank, brokerage firm or other nominee authorizing you to vote those shares at the virtual annual meeting. Only with a legal proxy from your bank, brokerage firm or other nominee can you cast your vote using the online voting platform at the annual meeting.

How will my proxy be voted?

Your proxy will be voted as you specify in your proxy. However, unless contrary instructions are given, we plan to vote signed and returned proxies FOR the election of each of the board of directors’ nominees named in this proxy statement, FOR the approval of our named executive officer compensation, and FOR the approval of the proposal to ratify the selection of Wolf & Company, P.C. as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2023.

If you hold your shares of the Company’s common stock through a broker or other nominee, under applicable rules, brokers have the discretion to vote on routine matters, such as the ratification of the selection of accounting firms, but do not have discretion to vote on non-routine matters. Among other things, the election of directors and matters related to executive compensation are considered non-routine. If you do not give your broker or other nominee instructions on how to vote your shares, votes may not be cast on your behalf with respect to non-routine matters. If your broker or other nominee submits a proxy but does not vote your shares on a particular proposal because it has not received voting instructions from you, your shares will be considered to be “broker non-votes” with regard to that matter. See “What is a broker non-vote?” below.

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At the annual meeting, a judge of elections will tabulate ballots cast by shareholders present virtually and voting online and votes cast by proxy.

What is a broker non-vote?

A broker non-vote occurs when a bank or brokerage firm holding shares on behalf of a shareholder does not receive voting instructions from the shareholder by a specified date before the annual meeting and the bank or brokerage firm is not permitted under applicable stock exchange rules to vote, or otherwise does not vote, those undirected shares on specified matters. Thus, if you do not give your broker specific instructions, your shares may not be voted on those matters (so-called “broker non-votes”) and will not be counted in determining the number of shares necessary for approval. Broker non-votes are not considered to be votes cast and, therefore, generally have no effect on the outcome of elections of directors or other matters that are determined based on votes cast.

Can I revoke my proxy or change my vote after submitting my proxy?

Yes. A proxy may be revoked or changed prior to its use at the annual meeting by:

Merely attending the annual meeting virtually does not mean that you have revoked your proxy. You must attend the meeting and vote online in order for your proxy to be revoked.

What constitutes a quorum at the annual meeting and how are votes counted?

We need a quorum of shareholders to hold a valid annual meeting. A quorum will be present if at least a majority of the outstanding shares of common stock entitled to vote are represented online or by proxy at the annual meeting. Abstentions and broker non-votes are counted as present for the purpose of establishing a quorum.

How many votes are required for the election of directors?

Directors are elected by a plurality vote of shares of common stock cast online or by proxy at the annual meeting. A “plurality” means that the individuals who receive the greatest number of “FOR” votes are elected as directors, up to the number of directors to be elected at the annual meeting. Because the election of directors is based on a plurality of the votes, “withhold” and “abstain” votes, as well as broker non-votes, will have no effect on the outcome of the election of directors. Shareholders of the Company are not entitled to cumulative voting rights.

How many votes are required to approve, on an advisory basis, the compensation of the Company’s named executive officers and to ratify the selection of the Company’s independent registered public accounting firm?

The affirmative vote of a majority of the votes cast at the annual meeting, provided that a quorum is present, is required (i) to approve, on an advisory basis, the compensation of the Company’s named executive officers and (ii) to ratify the selection of the Company’s independent registered public accounting firm. Abstentions and broker non-votes will have no effect on the voting results for these proposals.

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Where can I find the voting results of the annual meeting?

The Company will report the voting results by filing a current report on Form 8-K with the Securities and Exchange Commssion (the “SEC”) within four business days after the date of the annual meeting. If the final voting results are not known when the Company files its report, it will amend the initial report to disclose the final voting results within four business days after those results become known.

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MATTER NO. 1

ELECTION OF DIRECTORS

The board of directors is elected by the shareholders to represent their interest in the Company. Our board of directors works closely with executive management and oversees the development and execution of our business strategy.

Board Composition

The Company is managed by our board of directors. Our articles of incorporation provide that the number of directors constituting the entire board of directors will not be less than three nor more than 25, and further provide that the exact number will be fixed from time to time by our board of directors. The board of directors has fixed the number of directors constituting the entire board of directors at eight.

Nomination Process

The board of directors has a nomination committee that makes reports and recommendations to the board from time to time, but no less frequently than annually, regarding the size of the board and board nominees.

While the Bank does not have a formal diversity policy for membership on the board of directors, the Bank currently has two “diverse” directors as defined in the board diversity rules adopted by Nasdaq, Judith Giacin and Stephen Shueh. When a vacancy occurs on the board, the nomination committee and the full board will seek directors who represent a mix of backgrounds and experiences that will enhance the quality of the board’s deliberations and decisions. The nomination committee will consider, among other factors, diversity with respect to viewpoint, skills, experience and community involvement in its evaluation of candidates for board membership.

The current members of the board of directors have a diversity of experience and a wide variety of backgrounds, skills, qualifications, and viewpoints that strengthen their ability to carry out their oversight role on behalf of our stockholders. The following matrix is provided to illustrate the knowledge, skills and experience of the directors that serve on our board. The matrix does not encompass all of the knowledge, skills and experience of our directors, and the fact that a particular knowledge, skill or experience is not listed does not mean that a director does not possess it. In addition, the absence of a particular knowledge, skill or experience with respect to any of our directors does not mean the director in question is unable to contribute to the decision-making process in that area. However, the matrix indicates a specific area of focus or expertise that the directors bring to our board. More information on each director’s qualifications and background can be found in the director biographies below. Our nomination committee regularly review the attributes required of board members in order to better facilitate our long-term goals and operational performance, enhance our corporate culture and promote diversity and inclusiveness at our company.

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The following matrix shows those skills and the number of directors having each skill, highlighting the diversity of skills on the board of directors, as well as age and board tenure information.

The following matrix summarizes certain demographic characteristics of the board of directors:

The board of directors has nominated the eight director candidates identified in this proxy statement, and it is intended that the proxies solicited by the board of directors will be voted “FOR” the election of each of the board of directors’ director nominees (unless the shareholder otherwise directs). If, for any reason, any board of directors’ director nominee becomes unavailable for election or service on the board of directors, the proxy solicited by the board of directors will be voted for such substituted director nominee as is selected by the board of directors. The board of directors has no reason to believe that any of the director nominees are not available or will not serve if elected.

Director Nominees

Each director nominee has been nominated to serve until the 2024 annual meeting of shareholders, and until his or her successor is elected and qualified. Each nominee is an incumbent director of the Company. The names of our directors and certain information about them are set forth below.

Richard J. Gillespie, Chairman. Richard J. Gillespie is the retired Founder and President of Gillespie, Inc. Started in 1973, the agency grew to become one of the 75 largest advertising agencies in the United States with annual billings in excess of $200 million. The agency was acquired by McCann-Erickson in 1998 and Mr. Gillespie served on both the North American and Worldwide Boards of the firm’s direct marketing division before retiring in 2005. Highly experienced in financial services marketing, Mr. Gillespie has worked with many major banks and financial services companies including Capital One, The Bank of New York, Household and MBNA, to name a few. He was elected to the New Jersey Advertising Hall of Fame. He serves as Chairman of MediGuide America since 2006. He has also served as President of RG Development, a real estate development firm with interests in New Jersey, since 2006.

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Richard Gillespie is 78 years old and has served on our board of directors since 2007. Mr. Gillespie is qualified to serve as a director due to his previous board experience, his familiarity with the financial services industry and his business ties to our market.

Stephen Distler, Vice Chairman. Stephen Distler spent 25 years in the financial services industry. From 1984 to 2002 he worked at Warburg Pincus, LLC, one of the world’s pre-eminent private equity investment firms, principally serving as Managing Director and Treasurer. He is an active venture investor and a member of the board of directors of Teachers Support Network, Inc., a for-profit education company. Since 2008, he has been co-owner of Elements, a restaurant in Princeton, NJ. Stephen Distler is 69 years old and has served on our board of directors since 2007. Mr. Distler is qualified to serve as a director due to the broad experience garnered during a lengthy career in the financial services industry, his business evaluation and development skills and histies to the local business community.

Ross Wishnick, Vice Chairman. Ross Wishnick was a homebuilder for 25 years specializing in the development of active adult communities. He was a senior executive with Crestwood Village, Inc. (1978-1997), a New Jersey developer and one of the pioneers in that segment of the homebuilding industry. In addition, Mr. Wishnick was a founding director of First Washington State Bank headquartered in Windsor, New Jersey, and served as such from 1988 to 2005. He served on the loan, personnel and technology committees during his tenure. Mr. Wishnick was a member of (2009 to 2020) and chaired the Princeton Human Services Commission, which provides services to youths and seniors in general assistance and advocacy for this segment of the local population. As part of this Commission, Mr. Wishnick took the lead on founding Send Hunger Packing Princeton (2013-present), which provides supplemental weekend food for low resource students. Mr. Wishnick was also a member of the advisory board of the Princeton Education Foundation (PEF) (2010-2013). PEF supports excellence in Princeton Regional Schools by contributing raised funds for capital improvements, educational programs and teacher support. Mr. Wishnick is also a member and past treasurer of the Princeton Democratic Municipal Committee (PDMC) (2008-present) which is an elected position. In March 2021, Mr. Wishnick and his son opened a Jersey Mike’s Subs franchise in Massachusetts, and have subsequently been approved to open three additional locations. Ross Wishnick is 71 years old, has served on our board of directors since 2007 and currently serves as Vice Chairman. Mr. Wishnick is qualified to serve as a director due to his commercial real estate development skills, his previous bank director experience and his ties to the local community.

Edward J. Dietzler. Edward Dietzler currently serves as the Compny’s and the Bank’s president and chief executive officer. Mr. Dietzler joined the Bank in September 2009 as Senior Vice President of Corporate Development and was promoted to Executive Vice President and Chief Operations Officer in March 2011. He became Acting President in January 2012 and was promoted to President of the Bank in May 2012. In June 2012, Mr. Dietzler was appointed to the board of directors of the Bank. In January 2018, he was named chief executive officer of the Bank. He has served as the president and chief executive officer of the Company since its formation in February 2022. Prior to coming to the Bank, he was the Managing Director at Bear Stearns Bank and Trust in Princeton, NJ from November 2007 through August 2008. While at Bear Stearns he was responsible for all aspects of banking and mortgage operations. From May 2003 through October 2007, he was with Yardville National Bank as First Senior Vice President of Capital Markets, where he oversaw the balance sheet and capital management. Prior to that, Mr. Dietzler was with GMAC Mortgage as the Director of Risk Management from December 1997 through May 2003 and was responsible for derivative trading and balance sheet management. Mr. Dietzler is 58 years old. Mr. Dietzler is a graduate of Widener University where he earned a Master’s degree in Business Administration. Throughout his career, Mr. Dietzler has been active in numerous community, charitable and educational organizations in the local area. Mr. Dietzler is qualified to serve as a director due to his role as the president of the Bank, his business development skills, his familiarity with our operations and his ties to our market.

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Judith A. Giacin. Judith A. Giacin is a founding member of the Certified Public Accounting firm Horvath & Giacin, P.C. She has been a Certified Public Accountant for over 40 years helping clients to achieve both personal and corporate financial goals. She is currently a member of the New Jersey Society of Certified Accountants and a member of the American Institute of Certified Public Accountants. Ms. Giacin earned her Masters of Business Administration (MBA) from Rutgers University. Judith A. Giacin is 76 years old and has served on our board of directors since 2007. Ms. Giacin is qualified to serve as a director due to her expertise and skills as a Certified Public Accountant, her familiarity with our operations, her business ties to our market and her involvement in local community activities. The board of directors has determined that Ms. Giacin is an “audit committee financial expert,” as defined in the regulations of the SEC.

Robert N. Ridolfi, Esq. Robert N. Ridolfi is the managing member of the law firm Robert N. Ridolfi, LLC, specializing in land use and real estate law. Since 1974, he has been both a licensed attorney in the State of New Jersey and a member of U.S. District Court, District of New Jersey. He is a 1970 graduate of Princeton University and a 1974 graduate of the University of Denver’s College of Law. Since 1974, Mr. Ridolfi has been a member of both the New Jersey Bar Association and the Mercer County Bar Association, where for several years he served as Chairman of the Real Estate Section. In 2014, he was appointed a member of the Mercer County Judicial and Prosecutorial Due Diligence Committee. Mr. Ridolfi has served as the attorney for the Mercer County Planning Board since 2007. Mr. Ridolfi has also been a Life Governor of the Board of Trustees for the Princeton Charter Club since 2002. He has had significant experience in complex residential and commercial financing transactions. Throughout his career, Mr. Ridolfi has been active in numerous communities as well as charitable and educational organizations in the Hopewell, New Jersey area. Mr. Ridolfi was recently elected to the Board of Directors of the Trumbull Atwood Association, the governing body of a residential condominium development in Stonington, Connecticut. Mr. Ridolfi is 75 years old and has served on our board of directors since 2007. Mr. Ridolfi is qualified to serve as a director due to his skills in the area of real estate law, his familiarity with our operations and his deep ties to the local community.

Stephen K. Shueh. Since 1997, Stephen K. Shueh has been a Managing Partner of Roundview Capital, a money management firm for high net worth families and institutions. He is also a Partner in Interlock Capital, and serves on the board of directors of Greyscale AI, a Series A Silicon Valley based company. Mr. Shueh received an A.B. with honors from Princeton University, and earned an M.B.A. from The Wharton School of the University of Pennsylvania where he was the recipient of the Dean’s Award. He helped create, and currently serves on, the investment committee to manage capital for Grounds for Sculpture, which was founded in 1992 by artist and philanthropist John Seward Johnson II. He has chaired the Endowment Management Committee for the United Way of Greater Mercer County since 2009. He has been active with the Princeton YMCA since 2003, and served as Chairman of the Joint Trustees of the Princeton YMCA/YWCA in 2015. He has been on the board of the Montgomery Basketball Association since 2014, and the Montgomery Township Education Foundation since 2013. In 2016, he joined the Montgomery Township Recreation Committee to help manage the township’s significant investments in its parks and recreational facilities. He currently serves as Chairman of the Recreation Committee. He served on the board of directors for the various funds managed by Lightbox Ventures from 2019 to 2022. Lightbox is an early-stage venture firm in India. Stephen Shueh is 47 years old and has served on our board of directors since 2008. Mr. Shueh is qualified to serve as a director due to his business development skills, his experience as a director, his familiarity with our operations, and his ties to our market.

Martin Tuchman. Martin Tuchman has served as the Chairman and Chief Executive Officer of The Tuchman Group, a firm with holdings in real estate, banking and international shipping, since 2007. He has served on the Board of Directors of FTAI Aviation Ltd. (previously Fortress Transportation and Infrastructure Investors LLC), a NASDAQ listed company, since May 2015. Mr. Tuchman served as Vice Chairman of First Choice Bank in Lawrenceville, New Jersey from December 2008 to April 2015, and served as Chairman of First Choice Bank from April 2015 to December 2016.

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He served on the Board of Directors of Yardville National Bancorp from 2000 to 2007. He served on the Board of Directors of Horizon Lines, Inc. from November 2011 to May 2015 and on the Board of Directors of SeaCube Container Leasing Ltd., from March 2011 to April 2013. Mr. Tuchman holds a Bachelor of Science degree in Mechanical Engineering from the New Jersey Institute of Technology and a M.B.A. from Seton Hall University. Mr. Tuchman is 82 years old and joined our board of directors in September 2017. Mr. Tuchman is qualified to serve as a director due to his previous board experience, his experience as a bank director, his extensive business leadership experience and his ties to our market.

Except as described above with regard to Mr. Tuchman and Fortress Transportation and Infrastructure, LLC, no director of the Company is also a director of a company having a class of securities registered under Section 12 of the Securities Exchange Act of 1934, as amended, referred to as the “Exchange Act,” or subject to the requirements of Section 15(d) of such act, or any company registered as an investment company under the Investment Bank Act of 1940.

Recommendation

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE FOR THE ELECTION OF EACH OF ITS NOMINEES TO THE BOARD OF DIRECTORS OF THE COMPANY, EACH TO SERVE UNTIL THE 2024 ANNUAL MEETING OF SHAREHOLDERS, AND UNTIL HIS OR HER SUCCESSOR IS ELECTED AND QUALIFIED.

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MATTER NO. 2

Recommendation

OUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE FOR THE PROPOSAL TO APPROVE, ON AN ADVISORY BASIS, THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS.

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MATTER NO. 3

PROPOSAL TO RATIFY THE SELECTION OF WOLF & COMPANY, P.C. AS THE COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDING DECEMBER 31, 2023

The Company’s independent registered public accounting firm for the year ended December 31, 2022 was Wolf & Company, P.C. (“Wolf & Company”). The audit committee has re-appointed Wolf & Company to continue as the independent registered public accounting firm for the Company for the year ending December 31, 2023. Shareholder ratification of the appointment of Wolf & Company is not required by the Company’s bylaws or otherwise. However, our board of directors is submitting the appointment of the independent registered public accounting firm to the shareholders for ratification as a matter of good corporate practice. If the shareholders fail to ratify the appointment of Wolf & Company, the Company’s audit committee will reconsider whether it should select another independent registered public accounting firm. Even if the selection is ratified, the Company’s audit committee, in its discretion, may direct the appointment of a different independent registered public accounting firm at any time during the year if it determines that such a change is in the best interests of the Company.

Representatives of Wolf & Company are expected to attend the annual meeting. They will be given an opportunity to make a statement if they desire to do so and will be available to respond to appropriate questions.

Change in Accountants

Effective June 21, 2021, the board of directors of the Bank dismissed BDO USA, LLP (“BDO”) as the Bank’s independent registered public accounting firm. The dismissal of BDO was reviewed and recommended by the Audit Committee of the board of directors of the Bank. On June 22, 2021, the Bank, after review and recommendation of the Bank’s Audit Committee, appointed Wolf & Company as the Bank’s new independent registered public accounting firm for and with respect to the year ending December 31, 2021. The reports of BDO on the consolidated financial statements of the Bank as of and for the fiscal years ended December 31, 2020 and December 31, 2019 contained no adverse opinion or a disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope, or accounting principles. During the fiscal years ended December 31, 2020 and December 31, 2019, and through June 21, 2021, there were no (i) disagreements between the Bank and BDO on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure within the meaning of Item 304(a)(1)(iv) of SEC Regulation S-K, which disagreements, if not resolved to the satisfaction of BDO, would have caused BDO to make reference to the subject matter of the disagreements in BDO’s reports for the audited consolidated financial statements for such years, or (ii) reportable events, as defined in Item 304(a)(1)(v). During the fiscal years ended December 31, 2020 and December 31, 2019, and through June 21, 2021, neither the Bank nor anyone acting on behalf of the Bank consulted Wolf & Company, P.C. regarding (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 Bank’s financial statements, nor did Wolf & Company, P.C. provide a written report or oral advice to the Bank that Wolf & Company, P.C. concluded was an important factor considered by the Bank in reaching a decision as to accounting, auditing or financial reporting issues; or (ii) any matter that was either the subject of a disagreement (as defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions) or a reportable event (as described in Item 304(a)(1)(v) of Regulation S-K).

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The audit committee’s charter includes a formal policy concerning the pre-approval of audit and non-audit services, including the fees and terms thereof, to be provided by the independent registered accounting firm of the Company, which are approved by the audit committee prior to the completion of the audit. The policy requires that all services to be performed by Wolf & Company, including audit services, audit-related services and permitted non-audit services, be pre-approved by the audit committee. The chairperson of the audit committee is authorized to execute any engagement letter or agreement with Wolf & Company for and on behalf of the Company, and to pre-approve audit and audit-related services between meetings of the audit committee, provided the chairperson reports any such approvals to the full audit committee at its next meeting. All services rendered by Wolf & Company are permissible under applicable laws and regulations, and the audit committee pre-approved all audit services performed by Wolf & Company during 2022.

Recommendation

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE FOR THE RATIFICATION OF WOLF & COMPANY AS THE COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDING DECEMBER 31, 2023.

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BOARD OF DIRECTORS AND COMMITTEES

Director Independence

We determine the independence of the members of our board of directors and board committees by reference to the listing standards of The NASDAQ Stock Market LLC, or “NASDAQ.” Under the NASDAQ independence standards, all of our current directors and director nominees, other than Stephen Distler and Edward J. Dietzler, have been determined to be independent, and all of the members of our audit committee, compensation/HR committee, and nomination committee have been determined to be independent.

Director Attendance at Board Committee Meetings

Each of our directors takes his and her commitment to serve on the board of directors very seriously as demonstrated by the superior attendance achieved each year. During 2022, the board held 11 meetings, the Audit Committee held four meetings, the Compensation/HR Committee held four meetings, and the Nomination Committee held one meeting. Each current director attended at least 75% of the aggregate meetings of the board of directors and of the committees of which such director was a member.

Our board of directors believes it is important for all directors to attend the annual meeting of shareholders to show support for the Company and to provide an opportunity to interact with shareholders directly. Although we do not have a policy with respect to director attendance at our annual meeting of shareholders, all of our directors attended the Bank’s 2022 annual meeting of shareholders either virtually or in person.

The Company’s board of directors is made up of eight directors, six of whom have been determined to be independent. We have chosen to keep separate the roles of chairman of the board of directors and chief executive officer. The Company’s board is chaired by Richard J. Gillespie, an independent director. Edward J. Dietzler serves as the Company’s Chief Executive Officer and President. We believe that keeping separate the roles of chairman and chief executive officer is an effective means by which the board of directors is able to independently manage risk oversight.

The Company’s board of directors has designated standing audit, nomination and compensation/HR committees. Each committee of the Company oversees risk within its area of responsibility. For example, the audit committee oversees risks and exposures associated with financial matters, particularly financial reporting, tax, accounting, disclosure, internal control over financial reporting, financial policies, investment guidelines and credit and liquidity matters. Our board of directors oversees all identified material risks and is responsible for risk management. Our full board engages in discussions of risk management and receives any reports on risk from executive management, other Company officers, and from board committees, as appropriate.

Board of Director’s Role in Human Capital Management

Our board of directors believes that human capital management is an important component of our continued growth and success. Our board, through the Compensation/HR committee, has regular involvement in talent retention and development and succession planning. The board has primary responsibility for chief executive officer succession planning and monitors management’s succession plans for other key executives. Our board believes that the establishment of a strong management team is the best way to prepare for an unanticipated executive departure.

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Board of Directors’ Committees

The board of directors maintains an audit committee, a compensation/HR committee, and a nomination committee, among other committees.

Audit Committee. The audit committee consists of Judith A. Giacin (chair), Robert N. Ridolfi, Martin Tuchman and Richard J. Gillespie. In addition to being independent under the NASDAQ independence standards, the board of directors has determined that each member of the Audit Committee is also “independent” for purposes of Section 10A(m)(3) of the Exchange Act. The audit committee was established for the purpose of overseeing the accounting and financial reporting processes of the Company and audits of the financial statements of the Company. The audit committee arranges for the Company’s examinations through its independent registered public accounting firm and third-party internal auditor, reviews and evaluates the recommendations of the examinations, receives all reports of examination of the Company by regulatory agencies, analyzes such reports, and reports to the Company’s board of directors the results of its analysis of the regulatory reports. The board of directors has determined that Judith A. Giacin is an “audit committee financial expert,” as defined in the regulations of the SEC.

Compensation/HR Committee. The Compensation/HR committee consists of Richard J. Gillespie (chair), Judith A. Giacin, Martin Tuchman and Robert N. Ridolfi, each of whom has been determined by the board of directors to be “independent” within the meaning of the NASDAQ independence standards. The Compensation/HR committee approves the compensation objectives for the Bank and establishes the compensation for the Chief Executive Officer and other named executive officers of the Bank. Our Chief Executive Officer makes recommendations to the Compensation/HR committee from time to time regarding the appropriate mix and level of compensation for other executives. Those recommendations consider the objectives of our compensation philosophy and the range of compensation programs authorized by the Compensation/HR committee and the board of directors. The Compensation/HR committee reviews all compensation components for the Bank’s Chief Executive Officer and other named executive and senior officers. This includes base salary, short-term incentives, long-term incentives, non-qualified deferred compensation arrangements, and employment and change in control agreements. In addition to reviewing competitive market values, the Compensation/HR committee also examines the total compensation mix, pay-for-performance relationship, and how all elements, in the aggregate, comprise the executive’s total compensation package. Decisions by the Compensation/HR Committee with respect to the compensation of executive officers are approved by the full board of directors. In addition, the Compensation/HR committee assists the board of directors in its oversight of human capital management through succession planning and employee retention initiatives.

Nomination Committee. The nomination committee consists of Ross Wishnick (chair), Richard J. Gillespie and Robert N. Ridolfi. The nomination committee meets to discuss and nominate members to the board of directors and to review the size of the board on an annual basis. The committee also reviews on an annual basis the criteria for director independence and determines which directors satisfy that criteria, periodically monitors and evaluates the orientation and training needs of the directors, oversees the Company’s corporate governance practices, and periodically conducts an evaluation of the composition, competence and performance of the board and reports the results of that evaluation to the board.

Each of these committees is governed by a charter. Copies of the applicable committee charters are available on the Company’s website at www.thebankofprinceton.com within the Investor Relations section.

Based upon its review and the considerations and discussions referenced above, the audit committee recommended to the board of directors that the Company’s audited consolidated financial statements be included in the Company’s annual report on Form 10-K for the year ended December 31, 2022.

Submitted by the Audit Committee:

Judith A. Giacin (chair)

Robert N. Ridolfi

Richard J. Gillespie

Martin Tuchman

March 21, 2023

Compensation Processes and Procedures

The Compensation/HR committee is organized and conducts its business pursuant to a written charter adopted by the board of directors, along with a written compensation philosophy that is reviewed annually by the Compensation/HR committee. A copy of the current charter of the Compensation/HR committee is posted under the “Governance Documents” tab on the “Investor Relations” page of the Bank’s website at www.thebankofprinceton.com. At least annually, the Compensation/HR Committee reviews and reassesses the adequacy of its charter and recommends any proposed changes to the full board of directors for approval as necessary. The Compensation/HR Committee Charter requires the committee to oversee and administer the Company’s benefit plans and policies, as well as recommend to the board of directors the remuneration for our named executive officers and directors. Each year, the Joint Compensation/HR Committee reviews and evaluates the compensation of the directors and the total compensation package for the named executive officers. The evaluation performed by the Compensation/HR Committee involves gathering relevant compensation and benefit information through market data and trends, as well as best practices in the banking industry. The Compensation/HR Committee reports the results of its evaluation, along with compensation and benefit recommendations, to the board of directors, which makes the final determination on all compensation decisions regarding the directors and the named executive officers. The Compensation/HR Committee also reviews aggregate salary and bonus budget information for non-executive employees.

During 2022, when evaluating the competitiveness and effectiveness of the Bank’s compensation program, the Bank’s Compensation/HR Committee considered compensation data generated by S&P Global Market Intelligence from financial institutions located in New Jersey, Maryland and Pennsylvania ranging in asset size from $1 billion and $2.6 billion, the Pearl Meyer competitive assessment dated November 2021 and the New Jersey Bankers Association Executive Salary Survey which provides market data for New Jersey financial institutions that participate in the survey, The market data included: base salary ranges, short-term and long-term equity and cash incentives and total executive compensation. In light of the individual performance of each named executive officer and the compensation data reviewed, the Bank set 2022 base salaries for Messrs. Dietzler and O’Donnell and Ms. Adkins at $525,000, $460,000 and $265,000, respectively.

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In recognition of the Bank’s strong financial performance in 2022 and to further the Bank’s long-term incentive program, our named executive officers were awarded restricted stock units in 2022 equal to 30% of each NEO’s base salary. The restricted stock units were awarded under the terms of the Bank’s 2018 Equity Incentive Plan. The restricted stock unit awards (and related dividend equivalents) vest ratably over a three year period. Dividend equivalents associated with any restricted stock unit award are not distributed until the underlying award vests. In the event an executive terminates employment for reasons other than death, all unvested restricted stock units will be forfeited. In the event of death, all unvested restricted stock units will vest. In the event of a change in control (as defined in the 2018 Equity Incentive Plan) all unvested restricted stock units will vest. See “EXECUTIVE OFFICERS AND COMPENSATION – Summary Compensation Table” for the restricted stock unit awards granted to our named executive officers in 2022.

In 2022, the Compensation/HR committee continued to structure the Bank’s executive compensation program based on the following objectives set forth in the Bank’s compensation philosophy:

The Bank executed the compensation philosophy objectives in 2022 through five (5) core components:

The Joint Compensation/Committee reviews the Company’s compensation philosophy on an annual basis to ensure it supports a total compensation package for the named executive officers that is competitive with market practice while varying awards to recognize Bank and individual performance. The objective is to provide competitive pay for achieving performance goals consistent with the Bank’s business objectives and performance. The board of directors believes our compensation program, policies and procedures appropriately addresses our objectives in connection with compensation and benefits for our named executive officers.

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The Compensation/HR committee reviews peer data, best practices in the banking industry, management recommendations and employee retention risks in its efforts to create a compensation and benefit program that balances risk and reward and is consistent with the Bank’s business strategy.

The Bank’s compensation programs are designed to ensure that employees, including the named executive officers, are not encouraged to take unnecessary risks in managing the business of the Bank. This includes:

In addition, the Compensation/HR committee periodically monitors the Bank’s short-term and long-term incentive programs throughout the year to ensure that such programs do not encourage undue risk taking and appropriately balance risk and reward.

Nominations and Shareholder Communications

Shareholder Nomination Process

The board of directors will consider director candidates recommended by shareholders. Any shareholder who wishes to recommend a director candidate for consideration may send notice to Princeton Bancorp, Inc., 183 Bayard Lane, Princeton, New Jersey, 08540, Attention: Daniel O’Donnell, Executive Vice President, General Counsel and Chief Operating Officer. The notice should contain the information described in the section of this proxy statement titled “Shareholder Proposals.” The board of directors shall give director candidates recommended by shareholders the same consideration as director candidates recommended by other sources.

Shareholder Communications

Any shareholder who desires to send communications to our board of directors or to individual directors may do so by directing his or her communication to the following address: Princeton Bancorp, Inc., 183 Bayard Lane, Princeton, New Jersey 08540, Attention: Daniel O’Donnell, Executive Vice President, General Counsel and Chief Operating Officer. All shareholder communications, other than any communications we believe may pose a security risk, will be sent directly to the board of directors or to individual directors, as addressed.

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