ý
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Annual
Report Pursuant to Section 13 or 15(d) of the Securities Exchange
Act of
1934 For the Fiscal Year Ended December 31,
2005
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o
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Transition
Report Pursuant to Section 13 or 15(d) of the Securities Exchange
Act of
1934
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Federal
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83-0395247
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(State
or other jurisdiction of
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(I.R.S.
Employer
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incorporation
or organization)
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Identification
Number)
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95
Elm Street, West Springfield, Massachusetts
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01089
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(Address
of Principal Executive Offices)
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Zip
Code
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Securities
Registered Pursuant to Section 12(b) of the Act:
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None
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Securities
Registered Pursuant to Section 12(g) of the Act:
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Common
Stock, par value $0.01 per share
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(Title of Class)
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Large
accelerated filer o
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Accelerated
filer o
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Non-accelerated
filer ý
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Names
and Addresses (1)
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Age(2)
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Positions
Held
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Director
Since(3)
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Current
Term
to
Expire
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Shares
of Common
Stock
Beneficially
Owned
(2)
(4)
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Percent
of Class
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NOMINEES
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||||||
Kevin
E. Ross
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53
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Director
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1991
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2006
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2,500
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*
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Robert
A. Stewart, Jr.
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55
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Director
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1991
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2006
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2,500
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*
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Thomas
H. Themistos
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66
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Director
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2004
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2006
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2,400
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*
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DIRECTORS
CONTINUING IN OFFICE
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||||||
Robert
W. Bozenhard, Jr.
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71
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Chairman
of the Board of Directors
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1984
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2007
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10,000
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*
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Michael
F. Crowley
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48
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Director
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2001
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2007
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15,000(5)
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*
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Carol
Moore Cutting
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57
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Director
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2001
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2007
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2,650(6)
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*
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Carol
A. Leary
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59
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Director
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2001
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2007
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5,000
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*
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Richard
B. Collins
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63
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Director,
President and Chief
Executive
Officer
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2002
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2008
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30,000(7)
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*
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||||||
G.
Todd Marchant
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67
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Director
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1991
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2008
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2,000(8)
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*
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Michael
F. Werenski
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46
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Director
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1991
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2008
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30,000(9)
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*
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||||||
DIRECTORS
NOT CONTINUING IN OFFICE
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||||||
George
W. Jones
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72
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Director
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1985
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2006
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2,000(10)
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*
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Donald
G. Helliwell
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72
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Director
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1975
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2008
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10,000
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*
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||||||
EXECUTIVE
OFFICERS WHO ARE NOT DIRECTORS
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||||||
Keith
E. Harvey
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58
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Executive
Vice President,
Operations
and Retail Sales
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N/A
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N/A
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10,000
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*
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Donald
F.X. Lynch
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60
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Executive
Vice President,
Chief
Financial Officer and
Corporate
Secretary
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N/A
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N/A
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10,000
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*
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J.
Jeffrey Sullivan
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42
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Executive
Vice President and Chief Lending Officer
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N/A
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N/A
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2,500
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*
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John
J. Patterson
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59
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Senior
Vice President, Risk
Management
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N/A
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N/A
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3,577(11)
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*
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William
Clark
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41
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Senior
Vice President,
Residential
Lending
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N/A
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N/A
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352
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*
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Laurie
J. Rollins
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47
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Vice
President,
Treasurer
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N/A
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N/A
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1,000(12)
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*
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Dena
M. Hall
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32
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Vice
President, Marketing and
Community
Relations
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N/A
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N/A
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170(13)
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*
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||||||
All
Directors and Executive
Officers
as a Group (19 persons)
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146,987 (14)
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0.85
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(1)
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The
mailing address for each person listed is 95 Elm Street, West Springfield,
Massachusetts 01089.
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(2)
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As
of March 31, 2006.
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(5)
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Includes
5,000 shares of common stock held in Mr. Crowley’s individual retirement
account, 4,000 shares of common held by Mr. Crowley as custodian
for his
son and 3,000 shares of common held by Mr. Crowley as custodian for
his
daughter.
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(6)
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Includes
2,500 shares of common stock held in Ms. Cutting’s individual retirement
account and 50 shares of common stock held by a
corporation.
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(7)
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Includes
15,000 shares of common stock held by Mr. Collins’
spouse.
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(8)
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Includes
2,000 shares of common stock held in a
trust.
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(9)
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Includes
4,600 shares held by Mr. Werenski’s spouse’s individual retirement
account, 5,600 held in Mr. Werenski’s individual retirement accounts and
200 shares held by Mr. Werenski’s
spouse.
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(10)
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Includes
2,000 shares of common stock held by Mr. Jones’ individual retirement
account.
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(11)
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Includes
1,777 shares of common stock held in Mr. Patterson’s individual retirement
account.
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(12)
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Includes
shares of common stock held in a joint account with Ms. Rollins’
son.
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(13)
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Includes
shares of common stock held in a joint account with Ms. Hall’s
spouse.
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(14)
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Includes
5,338 shares of common stock allocated to the accounts of executive
officers under the ESOP and excludes the remaining 609,236 shares
of
common stock (representing 3.5% of the shares of common stock outstanding
as of March 31, 2006) owned by the ESOP for the benefit of the employees
of the Company and the Bank. Under the terms of the ESOP, shares
of common
stock allocated to the account of employees are voted in accordance
with
the instructions of the respective employees. Unallocated shares
are voted
by the ESOP trustee in the manner calculated to most accurately reflect
the instructions it has received from the participants regarding
the
allocated shares, unless its fiduciary duties require
otherwise.
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*
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Less
than three-tenths of 1%.
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·
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retaining,
overseeing and evaluating an independent registered public accounting
firm
to audit the Company’s annual financial
statements;
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·
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in
consultation with the independent registered public accounting firm
and
the internal auditor, reviewing the integrity of the Company’s financial
reporting processes, both internal and
external;
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·
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approving
the scope of the audit in advance;
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·
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reviewing
the financial statements and the audit report with management and
the
independent registered public accounting
firm;
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·
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considering
whether the provision by the external auditors of services not related
to
the annual audit and quarterly reviews is consistent with maintaining
the
registered public accounting firm
independence;
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·
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reviewing
earnings and financial releases and quarterly reports filed with
the
SEC;
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·
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consulting
with the internal audit staff and reviewing management’s administration of
the system of internal accounting
controls;
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·
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approving
all engagements for audit and non-audit services by the independent
registered public accounting firm;
and
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·
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reviewing
the adequacy of the audit committee
charter.
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Long-term
Compensation
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||||||||
Annual
Compensation
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Awards
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Payout
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||||||
Name
and Principal Position
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Year
Ended
12/31(1)
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Salary
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Bonus
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Other
Annual Compensation (2)
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Restricted
Stock
Awards
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Options/
SARS
(#)
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LTIP
Payouts
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All
Other Compensation(3)
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Richard
B. Collins
President
and Chief Executive Officer
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2005
2004
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$330,022
283,815
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$94,044
57,010
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$
-
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$
-
-
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-
-
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-
-
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$10,500
10,250
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Donald
F.X. Lynch,
Executive
Vice
President,
Chief
Financial
Officer and
Corporate
Secretary
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2005
2004
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163,279
164,163
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45,362
32,903
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-
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-
-
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-
-
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-
-
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8,164
8,202
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Keith
E. Harvey
Executive
Vice
President
for
Operations
and Retail
Sales
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2005
2004
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160,898
146,163
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37,802
24,468
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-
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-
-
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-
-
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-
-
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8,044
7,308
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J.
Jeffrey Sullivan
Executive
Vice
President
and Chief
Lending
Officer
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2005
2004
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161,230
151,423
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37,802
25,228
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-
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-
-
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-
-
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-
-
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8,061
842
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John
J. Patterson
Senior
Vice President,
Risk
Management
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2005
2004
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133,638
133,252
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24,769
17,801
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-
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-
-
|
-
-
|
-
-
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6,682
6,663
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Final
Average
|
Years
of Service and Benefit Payable at Retirement Corporate
Table
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||||||||||||||||||||
Annual
Compensation
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5
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10
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15
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20
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25
|
30
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|||||||||||||||
$
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25,000
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$
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938
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$
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1,875
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$
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2,813
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$
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3,750
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$
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4,688
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$
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5,625
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||||||||
$
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50,000
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$
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1,908
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$
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3,815
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$
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5,723
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$
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7,630
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$
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9,538
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$
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11,446
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||||||||
$
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100,000
|
$
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5,033
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$
|
10,065
|
$
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15,098
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$
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20,130
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$
|
25,163
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$
|
30,196
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||||||||
$
|
150,000
|
$
|
8,158
|
$
|
16,315
|
$
|
24,473
|
$
|
32,630
|
$
|
40,788
|
$
|
48,946
|
||||||||
$
|
175,000
|
$
|
9,720
|
$
|
19,440
|
$
|
29,160
|
$
|
38,880
|
$
|
48,601
|
$
|
58,321
|
||||||||
$
|
200,000
|
$
|
11,283
|
$
|
22,565
|
$
|
33,848
|
$
|
45,130
|
$
|
56,413
|
$
|
67,696
|
·
|
Company
objectives relevant to the Chief Executive Officer and the cash and
equity
compensation of the Chief Executive Officer; evaluating the Chief
Executive Officer’s performance relative to established goals; and
reviewing, evaluating and recommending to the full Board of Directors
Chief Executive Officer
compensation.
|
·
|
Goals
relevant to the compensation of the Company’s executive officers and
reviewing such officers’ performance in light of these goals and
determining (or recommending to the full Board for determination)
such
officers’ cash and equity compensation based on this
evaluation.
|
·
|
Annual
compensation percentage increases available to all
staff.
|
·
|
The
terms of employment and severance agreements/arrangements for executive
officers, including any change of control and indemnification
agreements.
|
Carol
Moore Cutting
|
Carol
A. Leary
|
Donald
G. Helliwell
|
Kevin
E. Ross
|
Robert
A. Stewart, Jr.
|
Thomas
H. Themistos
|
Amount
of Shares
|
|
||
Owned
and Nature
|
Percent
of Shares
|
||
Name
and Address of
|
of
Beneficial
|
of
Common Stock
|
|
Beneficial Owners
|
Ownership(1)
|
Outstanding
|
|
Principal
Stockholders:
|
|||
United
Mutual Holding Company
|
9,189,722
|
53.4%
|
|
95
Elm Street
|
|||
West
Springfield, Massachusetts 01089
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|||
United
Mutual Holding Company(2)
|
9,336,709
|
54.26%
|
|
and
all Directors and Executive Officers
|
|||
as
a group (19 persons)
|
UNITED
FINANCIAL BANCORP, INC.
|
||
Date:April
28, 2006
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By:
|
/s/
Richard B. Collins
|
Richard
B. Collins
|
||
Chief
Executive Officer, President and Director
|
||
(Duly
Authorized Representative)
|
Signatures
|
Title
|
Date
|
||
/s/
Richard B. Collins
|
Chief
Executive Officer,
|
April
28, 2006
|
||
Richard
B. Collins
|
President
and Director (Principal
|
|||
Executive
Officer)
|
||||
/s/
Donald F.X. Lynch
|
Executive
Vice President and
|
April
28, 2006
|
||
Donald
F. X. Lynch
|
Chief
Financial Officer (Principal
|
|||
Financial
and Accounting
|
||||
Officer)
|
||||
/s/
Robert W. Bozenhard, Jr.
|
Chairman
of the Board
|
April
28, 2006
|
||
Robert
W. Bozenhard, Jr.
|
||||
/s/
Michael F. Crowley
|
Director
|
April
28, 2006
|
||
Michael
F. Crowley
|
||||
/s/
Carol Moore Cutting
|
Director
|
April
28, 2006
|
||
Carol
Moore Cutting
|
||||
/s/
Donald G. Helliwell
|
Director
|
April
28, 2006
|
||
Donald
G. Helliwell
|
||||
/s/
George W. Jones
|
April
28, 2006
|
|||
George
W. Jones
|
Director
|
|||
/s/
Carol A. Leary
|
Director
|
April
28, 2006
|
||
Carol
A. Leary
|
||||
/s/
G. Todd Marchant
|
Director
|
April
28, 2006
|
||
G.
Todd Marchant
|
||||
/s/
Kevin E. Ross
|
Director
|
April
28, 2006
|
||
Kevin
E. Ross
|
/s/
Robert A. Stewart, Jr.
|
Director
|
April
28, 2006
|
||
Robert
A. Stewart, Jr.
|
||||
/s/
Thomas H. Themistos
|
Director
|
April
28, 2006
|
||
Thomas
H. Themistos
|
||||
/s/
Michael F. Werenski
|
Director
|
April
28, 2006
|
||
Michael
F. Werenski
|