SECURITIES AND EXCHANGE COMMISSION
of the Securities Exchange Act of 1934 (Amendment No. )
568 East Main Street
Branford, CT 06405
![[MISSING IMAGE: sg_johnlvillano-bw.jpg]](https://www.sec.gov/Archives/edgar/data/0001682220/000110465925042273/sg_johnlvillano-bw.jpg)
Chairman of the Board
568 East Main Street
Branford, CT 06405
To be held on Wednesday, July 9, 2025
![[MISSING IMAGE: sg_johnlvillano-bw.jpg]](https://www.sec.gov/Archives/edgar/data/0001682220/000110465925042273/sg_johnlvillano-bw.jpg)
Chairman of the Board
April 30, 2025
for the Shareholder Meeting To Be Held On Wednesday, July 9, 2025
THIS PROXY STATEMENT, AND THE PROXY, ARE ALSO AVAILABLE AT WWW.ENVISIONREPORTS.COM/SACH.
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New York, NY 10019
568 East Main Street
Branford, CT 06405
To be held on Wednesday, July 9, 2025
for the Shareholder Meeting To Be Held On Wednesday, July 9, 2025
ELECTION OF DIRECTORS
Name
|
| |
Age
|
| |
Position
|
|
John L. Villano | | |
64
|
| |
Chairman of the Board, Chief Executive Officer and President
|
|
Leslie Bernhard(1)(4) | | |
81
|
| | Director | |
Arthur L. Goldberg(2)(4) | | |
86
|
| | Director | |
Brian A. Prinz(3)(4) | | |
72
|
| | Director | |
Jeffery C. Walraven | | |
56
|
| | Director and Interim Chief Financial Officer | |
and Proxies that are signed and returned will be so voted,
unless otherwise instructed.
Name
|
| |
Age
|
| |
Capacity in Which Served
|
| |
In Current
Position Since |
| ||||||
John L. Villano(1) | | | | | 64 | | | |
Chairman of the Board, Chief Executive Officer and President(2)
|
| | | | 2017 | | |
Jeffery C. Walraven(1) | | | | | 56 | | | | Interim Chief Financial Officer | | | | | 2024(3) | | |
Arthur L. Goldberg, Chairman
Leslie Bernhard
Brian A. Prinz
Name
|
| |
Fees Earned or Paid
in Cash ($)(1) |
| |
Stock
Awards($)(2) |
| |
All Other
Compensation |
| |
Total ($)
|
| ||||||||||||
Leslie Bernhard
|
| | | $ | 131,560 | | | | | | — | | | | | | — | | | | | $ | 131,560 | | |
Arthur L. Goldberg
|
| | | $ | 134,060 | | | | | | — | | | | | | — | | | | | $ | 134,060 | | |
Brian A. Prinz
|
| | | $ | 136,560 | | | | | | — | | | | | | — | | | | | $ | 136,560 | | |
Jeffery Walraven(3)
|
| | | $ | 42,500 | | | | | | — | | | | | $ | 31,250 | | | | | $ | 73,750 | | |
Name and Principal Position
|
| |
Year
|
| |
Salary
($) |
| |
Bonus
($) |
| |
Stock
Awards(1) ($) |
| |
All Other
Compensation ($) |
| |
Total
($) |
| ||||||||||||||||||
John L. Villano
|
| | | | 2024 | | | | | $ | 750,000 | | | | | $ | 300,000 | | | | | $ | 506,712 | | | | | $ | 426,332(2) | | | | | $ | 1,983,044 | | |
Chairman of the Board, President, Chief Executive Officer and Director
|
| | | | 2023 | | | | | $ | 750,000 | | | | | $ | 337,500 | | | | | $ | 506,544 | | | | | $ | 114,392(3) | | | | | $ | 1,708,436 | | |
Nicholas M. Marcello(4)
Former Chief Financial Officer |
| | | | 2024 | | | | | $ | 249,520 | | | | | $ | 20,000 | | | | | | — | | | | | $ | 16,599(5) | | | | | $ | 286,119 | | |
| | | | | | | | |
Stock Awards
|
| |||||||||
Name
|
| |
Grant Date
|
| |
Number of shares or units of
stock that have not vested (#) |
| |
Market value of shares or units of
stock that have not vested ($)(1) |
| |||||||||
John L. Villano
|
| | | | 4/5/2022 | | | | | | 32,808 (2) | | | | | | 44,291 | | |
| | | 2/17/2023 | | | | | | 87,260(2) | | | | | | 117,801 | | | ||
| | | 3/19/2024 | | | | | | 111,857(2) | | | | | | 151,007 | | |
Year (a) | | | Summary Compensation Table Total for PEO(1) (b) | | | Compensation Actually Paid to PEO(2) (c) | | | Average Summary Compensation Table Total for Non-PEO Named Executives(3) (d) | | | Average Compensation Actually Paid to Non-PEO Named Executives(2) (e) | | | Value of Initial Fixed $100 Investment Based on Total Shareholder Return(4) (f) | | | Net Income (g) | | ||||||||||||||||||
2024 | | | | $ | | | | | $ | | | | | $ | | | | | $ | | | | | $ | | | | | $ | ( | | | |||||
2023 | | | | $ | | | | | $ | | | | | | | | | | | | | | | $ | | | | | $ | | | ||||||
2022 | | | | $ | | | | | $ | | | | | $ | | | | | $ | | | | | $ | | | | | $ | | |
Adjustments to Determine CAP to the PEO | | | 2024 | | | 2023 | | | 2022 | | |||||||||
Total Compensation in the Summary Compensation Table | | | | $ | | | | | $ | | | | | $ | | | |||
Deduction for Amounts Reported under the “Stock Awards” Column in the Summary Compensation Table | | | | $ | ( | | | | | $ | ( | | | | | $ | ( | | |
Deduction for Amounts Reported under “Option Awards” Column in the Summary Compensation Table | | | | | | | | | | | | | | | | | |||
Add the fair value as of the end of the covered fiscal year of all awards granted during the covered fiscal year that are outstanding and unvested as of the end of the covered fiscal year | | | | $ | | | | | $ | | | | | $ | | |
Adjustments to Determine CAP to the PEO | | | 2024 | | | 2023 | | | 2022 | | |||||||||
Add the amount equal to the change as of the end of the covered fiscal year (from the end of the prior fiscal year) in fair value (whether positive or negative) of any awards granted in any prior fiscal year that are outstanding and unvested as of the end of the covered fiscal year | | | | $ | ( | | | | | $ | | | | | $ | ( | | | |
Add for awards that are granted and vest in the same year, the fair value as of the vesting date | | | | | | | | | | | | | | | | | |||
Add the amount equal to the change as of the vesting date (from the end of the prior fiscal year) in fair value (whether positive or negative) of any awards granted in any prior fiscal year for which all applicable vesting conditions were satisfied at the end of or during the covered fiscal year | | | | $ | ( | | | | | $ | | | | | $ | ( | | | |
Deduction for any awards granted in any prior fiscal year that fail to meet the applicable vesting conditions during the covered fiscal year, the amount equal to the fair value at the end of the prior fiscal year | | | | | | | | | | | | | | | | | |||
Add the dollar value of any dividends or other earnings paid on stock or option awards in the covered fiscal year prior to the vesting date that are not otherwise included in the total compensation for the covered fiscal year | | | | $ | | | | | $ | | | | | $ | | | |||
Total Adjustments | | | | $ | ( | | | | | $ | | | | | $ | ( | | | |
CAP to the PEO | | | | $ | | | | | $ | | | | | $ | | | |||
|
Adjustments to Determine CAP to the other Non-PEO Named Executives | | | 2024 | | | 2023 | | | 2022 | | |||||||||
Total Average Compensation in the Summary Compensation Table | | | | $ | | | | | | | | | | $ | | | |||
Deduction for Amounts Reported under the “Stock Awards” Column in the Summary Compensation Table | | | | | | | | | | | | | | $ | ( | | | ||
Deduction for Amounts Reported under “Option Awards” Column in the Summary Compensation Table | | | | | | | | | | | | | | | | | |||
Add the fair value as of the end of the covered fiscal year of all awards granted during the covered fiscal year that are outstanding and unvested as of the end of the covered fiscal year | | | | | | | | | | | | | | | | | |||
Add the amount equal to the change as of the end of the covered fiscal year (from the end of the prior fiscal year) in fair value (whether positive or negative) of any awards granted in any prior fiscal year that are outstanding and unvested as of the end of the covered fiscal year | | | | $ | ( | | | | | | | | | | | | | ||
Add for awards that are granted and vest in the same year, the fair value as of the vesting date | | | | $ | ( | | | | | | | | | | | | | ||
Add the amount equal to the change as of the vesting date (from the end of the prior fiscal year) in fair value (whether positive or negative) of any awards granted in any prior fiscal year for which all applicable vesting conditions were satisfied at the end of or during the covered fiscal year | | | | | | | | | | | | | | | | | |||
Deduction for any awards granted in any prior fiscal year that fail to meet the applicable vesting conditions during the covered fiscal year, the amount equal to the fair value at the end of the prior fiscal year | | | | | | | | | | | | | | | | |
Adjustments to Determine CAP to the other Non-PEO Named Executives | | | 2024 | | | 2023 | | | 2022 | | |||||||||
Add the dollar value of any dividends or other earnings paid on stock or option awards in the covered fiscal year prior to the vesting date that are not otherwise included in the total compensation for the covered fiscal year | | | | $ | | | | | | | | | | | | | |||
Total Adjustments | | | | $ | ( | | | | | $ | | | | | $ | ( | | | |
CAP to the other Non-PEO Named Executives | | | | $ | | | | | | $ | | | | | $ | | | | |
|
Name of Beneficial Owner(1)
|
| |
Number of Common
Shares Beneficially Owned(2) |
| |
Percentage of
Class(3) |
| ||||||
Executive Officers and Directors | | | | | | | | | | | | | |
John L. Villano(4)
|
| | | | 1,803,156 | | | | | | 3.81% | | |
Leslie Bernhard(5)
|
| | | | 8,250 | | | | | | * | | |
Arthur L. Goldberg(6)
|
| | | | 56,628 | | | | | | * | | |
Brian A. Prinz(6)
|
| | | | 401,118 | | | | | | * | | |
Nicholas M. Marcello(7)
|
| | | | 15,042 | | | | | | * | | |
Jeffery C. Walraven(8)
|
| | | | 20,000 | | | | | | * | | |
All officers and directors as a group (5 persons)
|
| | | | 2,304,194 | | | | | | 4.87% | | |
ADVISORY APPROVAL OF THE APPOINTMENT OF INDEPENDENT AUDITORS
signed and returned will be so voted, unless otherwise instructed.
| | |
2024
|
| |
2023
|
| ||||||
Audit fees(1)
|
| | | $ | 388,958 | | | | | $ | 232,250 | | |
Audit-Related Fees
|
| | | | — | | | | | | — | | |
Tax Fees(2)
|
| | | | 70,800 | | | | | | — | | |
All other fees
|
| | | | — | | | | | | — | | |
Total fees
|
| | | $ | 459,758 | | | | | $ | 232,250 | | |
ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION
THE FOLLOWING ADVISORY RESOLUTION:
signed and returned will be so voted, unless otherwise instructed
APPROVAL OF THE SACHEM CAPITAL CORP. 2025 OMNIBUS INCENTIVE PLAN
|
Total Outstanding Awards
|
| | | | 420,558 | | |
|
Total shares underlying outstanding options
|
| | | | — | | |
|
Weighted average exercise price of outstanding options (includes options that were previously subject to performance conditions)
|
| | | | — | | |
|
Weighted average remaining contractual life of outstanding options
|
| | | | — | | |
|
Total unvested shares
|
| | | | 420,558 | | |
|
Total shares available for grant
|
| | | | 436,762 | | |
Share Element
|
| |
2022
|
| |
2023
|
| |
2024
|
| |||||||||
Stock options granted
|
| | | | — | | | | | | — | | | | | | — | | |
Time-based full-value awards granted
|
| | | | 164 | | | | | | 196 | | | | | | 213 | | |
Total awards granted(1)
|
| | | | 164 | | | | | | 196 | | | | | | 213 | | |
Weighted average Common Shares outstanding during the fiscal year
|
| | | | 38,000 | | | | | | 44,000 | | | | | | 47,000 | | |
Annual burn rate
|
| | | | 0.43% | | | | | | 0.44% | | | | | | 0.45% | | |
Three-year average burn rate(2)
|
| | | | | | | | | | | | | | | | 0.44% | | |
| | |
Stock Awards
|
| |||||||||
Name and Position
|
| |
Dollar Value
($)(1) |
| |
Number of
Awards (#) |
| ||||||
John L. Villano, Chairman of the Board, President, Chief Executive Officer and Director
|
| | | | 506,712 | | | | | | 111,857 | | |
All current executive officers, as a group
|
| | | | 506,712(2) | | | | | | 111,857 | | |
All current directors who are not executive officers, as a group
|
| | | | —(2) | | | | | | — | | |
All employees who are not executive officers, as a group
|
| | | | 321,180(2) | | | | | | 101,000 | | |
Plan category
|
| |
Number of securities to be
issued upon exercise of outstanding options, warrants and rights (a) |
| |
Weighted Average
exercise price of outstanding options, warrants and rights (b) |
| |
Number of securities
remaining available for future issuance under equity compensation plan (excluding securities referenced in column (a)) (c) |
| |||||||||
Equity compensation plans approved by security holders:
|
| | | | — | | | | | | — | | | | | | 784,262(1) | | |
Equity compensation plans not approved by
security holders: |
| | | | — | | | | | | — | | | | | | — | | |
Total
|
| | | | — | | | | | $ | — | | | | | | 784,262 | | |
signed and returned will be so voted, unless otherwise instructed.
![[MISSING IMAGE: sg_johnlvillano-bw.jpg]](https://www.sec.gov/Archives/edgar/data/0001682220/000110465925042273/sg_johnlvillano-bw.jpg)
Chairman of the Board
April 30, 2025
2025 OMNIBUS INCENTIVE PLAN
|
Date Approved by Board of Directors:
|
| | | |
|
Date Approved by Shareholders:
|
| |
|
|
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