HINGHAM INSTITUTION FOR SAVINGS NOTICE OF
ANNUAL MEETING OF STOCKHOLDERS
AND
PROXY STATEMENT
DATE
APRIL 25, 2024
TIME
2:00 P.M. Local Time
PLACE
Old Derby Academy
34 Main Street
Hingham, MA 02043
HINGHAM INSTITUTION FOR SAVINGS
55 Main Street
Hingham, Massachusetts 02043
(781) 749-2200
NOTICE OF 2024 ANNUAL MEETING
OF STOCKHOLDERS
To the Holders of Common Stock of Hingham Institution for Savings
NOTICE IS HEREBY GIVEN that the 2024 Annual Meeting of Stockholders of Hingham Institution for Savings (the "Bank") will be held at the Old Derby Academy at 34 Main Street, Hingham, Massachusetts
02043, on Thursday, April 25, 2024 at 2:00 p.m. local time (the "Meeting"). Stockholders may also join the Meeting by means of remote communication via a video conference; however, voting will only take place in
person or via proxy. The Bank reserves the right to reconsider the format of the meeting so that it is conducted in the best interests of public health and any laws or governmental orders in place on the meeting date. The Meeting is being held for the following purposes, all as set forth in the attached Proxy Statement:
1. To elect five Class III Directors named in the proxy statement, each to serve until the 2027 Annual Meeting of Stockholders, and until his or her respective successor is duly elected and qualified;
2. To elect Jacqueline A. Youngworth as the Clerk of the Bank, to hold office until the 2025 Annual Meeting of Stockholders, and until her successor is duly elected and qualified;
3 . To approve, by advisory vote, the Bank's named executive officer compensation;
4 . To ratify, on an advisory basis, the appointment of Wolf & Company, P.C. as the Bank's independent registered public accounting firm for the fiscal year ending December 31, 2024.
5. To transact such other business as may properly come before the Meeting or any adjournment thereof.
The Board of Directors has fixed the close of business on March 1, 2024, as the record date for the
determinationof stockholders entitled to receive notice of, and to vote at, the Meeting and any adjournments thereof.
Your attention is called to the accompanying Proxy Statement.
By Order of the Board of Directors,
Jacqueline M. Youngworth
Clerk
Hingham, Massachusetts March 11, 2024
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IT IS IMPORTANT THAT YOUR SHARES BE REPRESENTED AT THE MEETING REGARDLESS OF THE
NUMBER OF SHARES YOU MAY HOLD. WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING, PLEASE COMPLETE, SIGN AND DATE THE ENCLOSED PROXY AND RETURN IT PROMPTLY IN THE ENCLOSED
ENVELOPE WHICH REQUIRES NO POSTAGE IF MAILED WITHIN THE UNITED STATES. IT IS IMPORTANT THAT PROXIES BE MAILED PROMPTLY.
Important Notice Regarding the Availability of Proxy Materials for the Stockholder Meeting to Be Held
on April 25, 2024:
This Proxy Statement and the Bank's Annual Report on Form 10-K for the fiscal year ended 2023 are
available electronically at www.hinghamsavings.com
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TABLE | OF CONTENTS | |||||||||
Page | ||||||||||
PROXY SUMMARY | 5 | |||||||||
Date, Time and Place of Annual Meeting | 5 | |||||||||
Purpose of the Annual Meeting | 5 | |||||||||
Record Date | 5 | |||||||||
Quorum | 6 | |||||||||
Broker Non-Votes | 6 | |||||||||
Required Stockholder Vote | 6 | |||||||||
Revocation | 6 | |||||||||
Proposals | 7 | |||||||||
Other Business | 8 | |||||||||
ELECTION | OF DIRECTORS | 8 | ||||||||
DIRECTORS | NOT STANDING FOR ELECTION | 10 | ||||||||
MEETINGS | OF THE BOARD OF DIRECTORS & BOARD STRUCTURE | 12 | ||||||||
Director | Candidates and Qualifications | 13 | ||||||||
Stockholder | Communications | 15 | ||||||||
EXECUTIVE | COMPENSATION | 16 | ||||||||
Named | Executive Officers | 16 | ||||||||
Compensation | Discussion and Analysis | 16 | ||||||||
Compensation | Committee Report | 18 | ||||||||
Summary | Compensation Table | 19 | ||||||||
Pay Ratio Disclosure | 20 | |||||||||
Retirement | and Other Post-Employment Compensation | 23 | ||||||||
Employment | Agreements and Change in Control Agreements | 23 | ||||||||
More | Information about Plans and Agreements | 25 |
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Anti-Hedging Policy | 25 |
Pay versus Performance Disclosures | 25 |
Director Compensation | 28 |
Compensation Committee Interlocks and Insider Participation | 28 |
CERTAIN TRANSACTIONS WITH MANAGEMENT AND ASSOCIATES | 29 |
Indebtedness of Management and Associates | 29 |
Other Transactions | 29 |
PRINCIPAL STOCKHOLDERS: SECURITY OWNERSHIP OF MANAGEMENT | 31 |
Delinquent Section 16(a) Reports | 36 |
PRINCIPAL STOCKHOLDERS: PERSONS OWNING MORE THAN FIVE PERCENT | |
OF COMMON STOCK | 37 |
ELECTION OF CLERK | 38 |
ADVISORY VOTE ON EXECUTIVE COMPENSATION | 38 |
ADVISORY VOTE ON APPOINTMENT OF INDEPENDENT REGISTERED | 39 |
PUBLIC ACCOUNTING FIRM | |
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM | 40 |
REPORT OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS | 41 |
OTHER MATTERS | 42 |
STOCKHOLDER PROPOSALS | 42 |
STOCKHOLDERS SHARING THE SAME ADDRESS | 42 |
EXPENSES OF SOLICITATION | 43 |
ANNUAL DISCLOSURE STATEMENT & ANNUAL REPORT ON FORM 10-K | 43 |
4
HINGHAM INSTITUTION FOR SAVINGS
55 Main Street
Hingham, Massachusetts 02043
(781) 749-2200
PROXY STATEMENT
FOR THE
2024 ANNUAL MEETING OF STOCKHOLDERS
Accompanying this Proxy Statement is a Notice of the 2024 Annual Meeting of Stockholders (the "Meeting") of Hingham Institution for Savings (the "Bank") to be held at the Old Derby Academy at 34 Main
Street, Hingham, Massachusetts 02043, on Thursday, April 25, 2024, at 2:00 p.m. local time. Enclosed is a form of proxy for the Meeting (and any adjournment or postponement thereof). This Proxy Statement and the enclosed form of proxy are furnished in connection with the solicitation of proxies by the Board of Directors of the Bank (the "Board of Directors" or the "Board"), and are first being sent to stockholders on or about March 11, 2024.
PROXY SUMMARY
Date, Time and Place of Annual Meeting
The Meeting will be held at the Old Derby Academy at 34 Main Street, Hingham, Massachusetts 02043, on Thursday, April 25, 2024, at 2:00 p.m. local time. Stockholders may also join the Meeting by means of remote communication via a video conference; however, voting will only take place in person or via proxy. The Bank reserves the right to reconsider the format of the meeting so that it is conducted in the best interests of public health and any laws or governmental orders in place on the meeting date.
Following the formal meeting, we plan to conduct an informal meeting in person and via video
conference to review the performance of the Bank and conduct a question-and-answer session. Additional
information regarding the Meeting, including instructions for registration and attendance, will be provided on the Investor Materials page of the Bank's website,www.hinghamsavings.com/investor-materials. Votingwill only take place in person or via proxy.
Purpose of the Annual Meeting
The purpose of the Meeting is: (1) to elect five Class III Directors of the Bank to serve until the 2027 Annual Meeting of Stockholders, and until his or her respective successor is duly elected and qualified; (2) to elect a Clerk of the Bank to serve until the 2025 Annual Meeting of Stockholders, and until her successor is duly elected and qualified; (3) to approve, by advisory vote, the Bank's named executive officer compensation;
(4) to ratify, by advisory vote, the appointment of Wolf & Company, P.C. as the Bank's independent registered public accounting firm for the fiscal year ending December 31, 2024; and (5) to transact such other business as may properly come before the Meeting and any adjournment or postponement thereof.
Record Date
The Board of Directors has fixed the close of business on March 1, 2024 as the record date for the
determinationof stockholders entitled to receive notice of, and to vote at, the Meeting or any adjournments or postponements thereof. Only holders of record of the Bank's common stock, $1.00 par value per share (the
5
"Common Stock") at the close of business on the record date will be entitled to notice of, and to vote at, the
Meeting or any adjournments thereof. At the close of business on the record date, there were 2,170,400 shares of the Bank's Common Stock issued and outstanding. Each outstanding share of Common Stock is entitled to one vote.
Quorum
The presence, in person or by proxy, of the holders of a majority in interest of all Common Stock issued, outstanding and entitled to vote is necessary to constitute a quorum for the transaction of business at the
Meeting . As of February 1, 2024, the Directors and executive officers of the Bank owned in the aggregate
approximately 28% of the issued and outstanding shares of Common Stock which may be voted at the Meeting.
Broker Non-Votes
If you are a beneficial owner of shares held in a brokerage account and you do not instruct your broker, bank or other agent how to vote your shares, your broker, bank or other agent may still be able to vote your
shares at its discretion. Under the rules of the New York Stock Exchange ("NYSE") (which in this matter also apply with respect to Nasdaq listed companies such as the Bank), brokers, banks and agents may use their
discretion to vote your shares on matters considered to be "routine" under NYSE rules, but not with respect to "non -routine" matters. A broker non-vote occurs when a broker, bank or other agent has not received voting instructions from the beneficial owner of the shares and the broker, bank, or other agent cannot vote the shares
because the matter is considered "non-routine" under NYSE rules. Proposals 1, 2 and 3 are considered to be "non -routine" under NYSE rules such that your broker, bank or other agent may not vote your shares on those proposals in the absence of your voting instructions. Proposal 4 is considered to be a "routine" matter under
NYSE rules so that if you do not return voting instructions to your broker by its deadline, your shares may be voted by your broker in its discretion on Proposal 4.
Required Stockholder Vote
The five Class III Directors and the Clerk will be elected by a plurality of the votes cast. Abstentions, broker non-votes and votes withheld will have no effect on the outcome of the election of Directors and the Clerk. The affirmative vote of the holders of a majority of the shares voting on such matter is necessary to
adopt the advisory votes on the Bank's named executive officer compensation and the ratification of Wolf &
Company, P.C. as the Bank's independent registered public accounting firm for the fiscal year ending December 31, 2024. Abstentions and broker non-votes will have no effect on the outcome of these proposals.
Revocation
Your proxy may be revoked at any time before it is exercised. Any stockholder of record attending the Meeting may vote in person even though he or she may have previously submitted a proxy. Your proxy may be
revoked by written notice to the Bank prior to the Meeting, by delivering to the Bank an executed proxy bearing a later date, or by appearing in person at the Meeting and voting by ballot. If you hold your shares in "street name," you must request a proxy from your broker, board or other nominee in order to vote at the Meeting.
6
PROPOSALS
Proposal One: Election of Directors (Page 8)
The Bank's Amended and Restated Charter and By-Laws provide that the Board of Directors shall be divided into three classes, with the Directors in each class serving for a term of three years.
At the Meeting, stockholders of the Bank are being asked to elect five Class III Directors of the Bank to serve until the 2027 Annual Meeting of Stockholders, and until their successors are duly elected and qualified. The Board of Directors of the Bank has nominated Michael J. Desmond, Robert A. Lane, Esq., Scott L. Moser, Kara Gaughen Smith and Jacqueline M. Youngworth, each of whom is currently serving as a Director of the Bank. See "ELECTION OF DIRECTORS (Notice Item 1)."
The Board of Directors recommends that the stockholders vote FOR the election of the five nominees in this proposal.
Proposal Two: Election of Clerk (Page 38)
Under Massachusetts law, the Clerk of the Bank is to be elected by the stockholders at an annual
meeting or special meeting duly called for that purpose. At the Meeting, the stockholders of the Bank are being
asked to elect Jacqueline M. Youngworth, the nominee proposed by the Board of Directors, as Clerk of the
Bank to serve until the 2025 Annual Meeting of Stockholders, and until her successor is elected and qualified. See "ELECTION OF CLERK (Notice Item 2)."
The Board of Directors recommends that the stockholders vote FOR the election of Jacqueline M. Youngworth as Clerk of the Bank.
Proposal Three: Advisory Vote on Executive Compensation (Page 38)
The Board of Directors is committed to excellence in governance and the development and retention of the highest quality management team. At the Meeting, as part of that commitment, the Board is providing
stockholders the opportunity to approve an advisory vote on the compensation of the Bank's named executive officers. See "ADVISORY VOTE ON EXECUTIVE COMPENSATION (Notice Item 3)."
The Board of Directors recommends that the stockholders vote FOR the approval of the compensation of the Bank's named executive officers.
Proposal Four: Advisory Vote on Appointment of Independent Registered Public Accounting Firm (Page 39)
The Audit Committee of the Bank (the "Audit Committee") has engaged Wolf & Company, P.C. as the Bank's independent registered public accounting firm for the fiscal year ending December 31, 2024. While the
Bank is not required to have stockholders ratify the selection of Wolf & Company as the Bank's independent registered public accounting firm, and this vote is advisory and non-binding, the Board considers the selection of the independent registered public accounting firm to be an important matter and is therefore submitting the
selection of Wolf & Company for ratification by stockholders as a matter of good corporate practice. See "ADVISORY VOTE ON INDEPENDENT AUDIT FIRM (Notice Item 4)."
The Board of Directors recommends that the stockholders vote FOR the appointment of Wolf and
7
Company as the Bank's independent registered public accounting firm for the fiscal year ending December 31, 2024.
Other Business
The Board of Directors knows of no other business to be considered at the Meeting, and the deadline for
stockholders to submit proposals or nominations has passed. However, if (1) other matters are properly
presented at the Meeting, or at any adjournment or postponement of the Meeting and (2) you have properly
submitted your proxy, then the persons named in the enclosed proxy will vote your shares on those matters as determined by a majority of the Board of Directors.
ELECTION OF DIRECTORS
(Notice Item 1)
The Board of Directors currently consists of fifteen members, divided into three equal classes. Each nominee elected at the Meeting will serve until the 2027 Annual Meeting of Stockholders, and until his or her
respective successor is duly elected and qualified. The names of the five nominees for Class III Directors and certain information received from them are set forth below.
All five of the nominees are currently Directors of the Bank and each nominee has consented to serve if elected. If any nominee shall become unable to serve for any reason, the shares represented by the enclosed
proxy will be voted in favor of such other person as the Board of Directors may at the time recommend. The following tables list the name of each nominee, his or her age, period of service as a Director of the Bank,
positions with the Bank, principal occupation and other directorships held. Other than Robert H. Gaughen, Jr., the Chairman and Chief Executive Officer, and Patrick R. Gaughen, President and Chief Operating Officer, none of the Directors or nominees is or has been an employee of the Bank or any of its affiliates. In evaluating Directors and nominees, the Board believes that Directors should possess substantial business or functional
expertise, integrity, an owner-oriented attitude, and a deep interest in the Bank's affairs. In the judgment of the Nominating and Personnel Committee, as well as the Board of Directors as a whole, each of the nominees
possesses such attributes. A quorum being present, the affirmative vote of the holders of a plurality of shares is required to elect each of the nominees to serve on the Board of Directors.
The Board of Directors recommends that the stockholders vote FOR the election of the five nominees in this proposal.
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Nominees | for Election at the Meeting | |||||||||||||||||||
with | Terms Expiring at the 2027 Annual Meeting | |||||||||||||||||||
(Class | III Directors) | |||||||||||||||||||
Nominee's | Positions | Director | ||||||||||||||||||
Name | and Age | with Bank | of Bank Since | Principal | Occupation* and Education | |||||||||||||||
Michael J. Desmond | Director | 2010 | Retired: | former Vice President, | ||||||||||||||||
Age - 74 | Stewart | Title Guarantee Co., | ||||||||||||||||||
responsible | for oversight of servicing | |||||||||||||||||||
and underwriting of commercial real | ||||||||||||||||||||
estate | ||||||||||||||||||||
Georgetown | University, B.A. | |||||||||||||||||||
Robert A. Lane, Esq. | Director | 1993 | Partner, | law firm of Gaughen, | ||||||||||||||||
Age - 57 | Gaughen, | Lane & Hernando | ||||||||||||||||||
Saint | Anselm College, B.A. | |||||||||||||||||||
Suffolk | University Law School, J.D. (1) | |||||||||||||||||||
Scott L. Moser | Director | 2008 | Self -employed investor | |||||||||||||||||
Age - 52 | Former | executive IT recruiter for | ||||||||||||||||||
Jade | Staffing | |||||||||||||||||||
Former | President of Professional | |||||||||||||||||||
Mortgage | Advisors, Inc. 2001-2010 | |||||||||||||||||||
Suffolk | University, B.S. cum laude, | |||||||||||||||||||
M .B.A. cum laude | ||||||||||||||||||||
Kara Gaughen Smith | Director | 2015 | Independent | Consultant - Marketing & | ||||||||||||||||
Age - 40 | Customer | Advocacy Consultant | ||||||||||||||||||
Former | Director - Community | |||||||||||||||||||
Programs, | Twill | |||||||||||||||||||
Former | Community Director - Digital | |||||||||||||||||||
Therapeutics, | Happify Health | |||||||||||||||||||
Former | Community Manager, | |||||||||||||||||||
PatientsLikeMe | ||||||||||||||||||||
Former | Case Manager, WestBridge | |||||||||||||||||||
Community | Services | |||||||||||||||||||
Yale | University, B.A. | |||||||||||||||||||
Boston | University, M.S. (1) | |||||||||||||||||||
Jacqueline M. Youngworth | Director | 1997 | Former | Chairman of Bay State Metal | ||||||||||||||||
Age - 80 | Products, | Inc., a manufacturer of | ||||||||||||||||||
diversified | metal products | |||||||||||||||||||
Curry | College, B.S.N. cum laude | |||||||||||||||||||
*Unless | otherwise indicated, principal occupation during the last five years. |
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Hingham Institution for Savings published this content on 04 March 2024 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 04 March 2024 21:38:19 UTC.
