Prudential Bancorp in Philadelphia has agreed to add a director recommended by activist investor Seidman Group.
The $512 million-asset company agreed Friday to add Dennis Pollack to its board with a term that will expire at the annual shareholder meeting in February 2016.
The board addition follows an Aug. 22 securities filing by Lawrence Seidman, head of the investor group, disclosing that he has had several conversations with Prudential about maximizing shareholder value. Seidman also disclosed that he had requested that Prudential add a director recommended by him. Through various holdings, Seidman Group controls roughly 5.9% of Prudential's stock.
Prudential's current board has seven directors, according to the company's website, including Chief Executive Thomas Vento, Chief Financial Officer Joseph Corrato and Jerome Balka, a lawyer for the bank and a partner at Balka & Balka.
Pollack's appointment comes with strings. As long as Pollack stays on the board, he and Seidman will not solicit proxies opposing to board proposals. Pollack and Seidman also agreed that they would not pursue proposals to add more directors, seek to gain control of Prudential or push for a sale. The investors also agreed to refrain from filing any lawsuits against Prudential.
Still, Prudential's filing noted that "nothing in the agreement will prevent Mr. Pollack from expressing his views."
Seidman Group also agreed to vote in favor of a new comprehensive stock incentive plan and for the board's nominees for election or re-election.
Pollack, a former bank chief executive, has been Seidman's representative on the board of TF Financial in Newtown, Pa., since January 2012. National Penn Bancshares in Allentown agreed to buy TF in June for $138 million. Pollack will not join Prudential's board until the TF sale is completed. That sale is expected to close later this year.
Prudential is a former mutual that completed its second-step conversion last October. Though activists like Seidman often push companies to sell, converted mutuals are barred from selling for at least three years following conversion.