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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 10-K/A

Amendment No. 1

(Mark One)

x       ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2015

OR

o          TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from             to            

Commission file number: 000-54025

Fox Chase Bancorp, Inc.

(Exact name of registrant as specified in its charter)

(215) 283-2900

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes o    No x

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes o  No x

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes x    No o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (Section 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).  Yes  x     No o

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of the registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. x

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.  See the definition of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.  (Check one):

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).  Yes o    No x

The aggregate market value of the voting and non-voting common equity held by nonaffiliates as of June 30, 2015 was approximately $179.9 million.  Solely for purposes of this calculation, the shares held by directors and officers of the registrant are deemed to be held by affiliates.

The number of shares outstanding of the registrant’s common stock as of February 29, 2016 was 11,767,590.

DOCUMENTS INCORPORATED BY REFERENCE

Not applicable.

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Explanatory Note

Fox Chase Bancorp, Inc. (the “Company”) is filing this Amendment No. 1 on Form 10-K/A to its Annual Report on Form 10-K for the year ended December 31, 2015, as filed with the Securities and Exchange Commission on March 4, 2016 (the “Original Filing”), in accordance with General Instruction G(3) to Form 10-K, to include in the Form 10-K the information required to be filed pursuant to Part III of Form 10-K.

Except for the information described above, this Amendment No. 1 on Form 10-K/A does not amend or otherwise update any other information in the Original Filing on Form 10-K and this Amendment No. 1 speaks as of the filing date of our Original Filing on Form 10-K. Events occurring after the date of the Original Filing on Form 10-K or other disclosures necessary to reflect subsequent events have been or will be addressed in other reports filed with the SEC subsequent to the date of the Original Filing on Form 10-K.

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PART III

ITEM 10.                 Directors, Executive Officers and Corporate Governance

DIRECTORS

Roger H. Ballou served until January 2011 as the President and Chief Executive Officer and a director of CDI Corporation (NYSE: CDI), a company that offers engineering, information technology and professional staffing solutions. Before joining CDI, Mr. Ballou served as Chairman and Chief Executive Officer of Global Vacation Group and as a senior advisor to Thayer Capital Partners. Previously, he was President and Chief Operating Officer of Alamo Rent-a-Car. Before joining Alamo, for more than 16 years, he held several positions with American Express, culminating in his appointment as President of the Travel Services Group. Mr. Ballou is also a director of Alliance Data Systems (NYSE: ADS) and RCM Technologies, Inc. (Nasdaq:  RCMT).  Mr. Ballou received a B.S. in Economics from the University of Pennsylvania’s Wharton School and an M.B.A. from the Dartmouth College’s Amos Tuck School. Age 64. Director since 2005.

As a former President and Chief Executive Officer of a corporation listed on the New York Stock Exchange, Mr. Ballou provides the Board with extensive public company oversight and leadership experience. In addition, Mr. Ballou offers the Board of Directors significant business and management level experience including experience in the financial services industry.

Todd S. Benning is a founding stockholder of Dunlap & Associates, PC, a full-service certified public accounting firm located in Chalfont, Pennsylvania. He serves as the firm’s Director of Taxation and has over thirty years of experience in public accounting. Mr. Benning earned a Master of Taxation degree from Villanova University and is a graduate of Geneva College where he earned degrees in Accounting and Business Administration. Age 55. Director since 2005.

As a founding stockholder of a certified public accounting firm, Mr. Benning provides the Board of Directors with critical experience regarding accounting matters and small company management. He works extensively with companies within the region in which Fox Chase Bancorp conducts its business.

Donald R. Caldwell is the founder, Chairman and Chief Executive Officer of Cross Atlantic Capital Partners, a leading venture capital firm with over $500 million under management that invests in early to mid-stage technology companies focusing on enterprise software, SaaS, IT services, telecommunications and financial services.  In addition to serving as a director of several of the firm’s portfolio companies, he also serves as a board member of Amber Road, Inc. (NYSE: AMBR), InsPro Techologies Corporation (OTC: ITCC), Lightning Gaming, Inc., Quaker Chemical Corporation (NYSE: KWR), Rubicon Technology, Inc. (Nasdaq:  RBCN).  He also was a director of Diamond Technology, Inc. from 1994 to 2010.  Age 69. Director since 2014.

Mr. Caldwell provides insight on public company matters through his service on numerous public company boards.  He also has experience with accounting and finance, financial reporting, governance and strategic planning matters.

Richard M. Eisenstaedt served as General Counsel for Eastern University from July 2004 through 2010.  Before joining Eastern University, Mr. Eisenstaedt retired as Vice President, General Counsel and Corporate Secretary for Triumph Group, Inc. (NYSE: TGI).  Previously, he was General Counsel for Unisource, a subsidiary of Alco Standard Corporation.  Mr. Eisenstaedt is a graduate of Albany Law School, Albany, New York, and Lehigh University, Bethlehem, Pennsylvania.  Age 70.  Director since 2005.

As an attorney who advised a New York Stock Exchange-listed corporation, Mr. Eisenstaedt effectively provides the Board with the leadership necessary to assess governance and issues facing a public company.

Anthony A. Nichols, Sr. is Chairman Emeritus and Trustee of Brandywine Realty Trust (NYSE: BDN).  Mr. Nichols founded The Nichols Company, a private real estate development company, through a corporate joint venture with Safeguard Scientifics, Inc. and was President and Chief Executive Officer before its merger with Brandywine Realty Trust. Previously, Mr. Nichols was Senior Vice President of Colonial Mortgage Service Company (now GMAC Mortgage Corporation) and President of Colonial Advisors.  Mr. Nichols is a graduate of St. Joseph’s University.  Age 76.  Director since 2005.

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Mr. Nichols’ background provides the Board of Directors with critical experience in certain real estate matters, which are essential to the business of Fox Chase Bancorp. He also is a strong advocate of Fox Chase Bancorp through his extensive civic and community involvement.

Thomas M. Petro has been President and Chief Executive Officer of Fox Chase Bank since June 2005. Before joining Fox Chase Bank, Mr. Petro served as President and Chief Executive Officer, of Northeast Pennsylvania Financial Corp. and its principal subsidiary, First Federal Bank in Hazelton, Pennsylvania. Before joining First Federal Bank, Mr. Petro was a principal with S.R. Snodgrass, LLC.  Mr. Petro also served as Executive Vice President of the Bryn Mawr Trust Company, President of the Bryn Mawr Brokerage Company and Chairman of Bryn Mawr Asset Management. He began his banking career with Mellon Bank in Pittsburgh, Pennsylvania. Mr. Petro is Chair of the Audit Committee of Eastern University.  He is an appointee of the Federal Reserve Board of Governors to the Community Depository Institution Advisory Council and past Chairman of the Pennsylvania Bankers Association.  Mr. Petro is a graduate of Point Park College in Pittsburgh, Pennsylvania and holds both a B.S. Business Management and an A.S. Banking.  Age 57. Director since 2005.

Mr. Petro’s extensive experience in the local banking industry and involvement in business and civic organizations in the communities in which Fox Chase Bank serves provides the Board valuable insight regarding the business and operation of Fox Chase Bank. Mr. Petro’s knowledge of Fox Chase Bancorp’s and Fox Chase Bank’s business, combined with his strategic vision, position him to serve as our President and Chief Executive Officer.

Gerald A. Ronon is President and Chief Operating Officer of Lubert-Adler, a private real estate investment company headquartered in Philadelphia, Pennsylvania.  Prior to rejoining Lubert-Adler in 2010 (where he had previously worked from 1998 to 2007), Mr. Ronon was Founder and Managing Partner of Cheswold Real Estate Investment Management, LLC.  Age 54. Director since 2014.

Mr. Ronon provides strong leadership and management experience coupled with extensive knowledge on real estate matters.

EXECUTIVE OFFICERS

For information concerning officers of the Company, see Part I, Item 1 “Business — Executive Officers of the Registrant” in the Annual Report on Form 10-K filed on March 4, 2016.

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Securities Exchange Act of 1934 requires the Company’s executive officers and directors, and persons who own more than 10% of any registered class of the Company’s equity securities, to file reports of ownership and changes in ownership with the Securities and Exchange Commission.  These individuals are required by regulation to furnish the Company with copies of all Section 16(a) reports they file.

Based solely on its review of the copies of the reports it has received and written representations provided to the Company from the individuals required to file the reports, the Company believes that each of its executive officers and directors has complied with applicable reporting requirements for transactions in Company common stock during 2015.

CODE OF ETHICS AND BUSINESS CONDUCT

The Company maintains a Code of Ethics and Business Conduct that is designed to ensure that the Company’s directors and employees meet the highest standards of ethical conduct. The Code of Ethics and Business Conduct, which applies to all employees and directors, addresses conflicts of interest, the treatment of confidential information, general employee conduct and compliance with applicable laws, rules and regulations. In addition, the Code of Ethics and Business Conduct is designed to deter wrongdoing and promote honest and ethical conduct, the avoidance of conflicts of interest, full and accurate disclosure and compliance with all applicable laws, rules and regulations.

A copy of the Company’s Code of Ethics and Business Conduct is available to stockholders on the Governance Documents portion of the Investor Relations section on Fox Chase Bancorp’s website on www.foxchasebank.com.

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AUDIT COMMITTEE

The Audit Committee, which consists of Donald R. Caldwell (Chairman), Todd S. Benning and Anthony A. Nichols, Sr., assists the Board of Directors in its oversight of the Company’s accounting, auditing, internal control structure and financial reporting matters, the quality and integrity of the Company’s financial reports and the Company’s compliance with applicable laws and regulations. The Audit Committee is also responsible for engaging the Company’s independent registered public accounting firm and monitoring its conduct and independence. The Board of Directors has designated Donald R. Caldwell as an “audit committee financial expert” under the rules of the Securities and Exchange Commission.  Mr. Caldwell is independent under the listing requirements of the Nasdaq Stock Market applicable to audit committee members.

ITEM 11.              Executive Compensation

REPORT OF THE COMPENSATION COMMITTEE

The Compensation Committee has reviewed and discussed the Compensation Discussion and Analysis that is required by the rules established by the Securities and Exchange Commission. Based on such review and discussion, the Compensation Committee has recommended to the Board of Directors that the Compensation Discussion and Analysis be included in this Form 10-K/A. See “Compensation Discussion and Analysis.”

Compensation Committee of the Board of Directors of

Fox Chase Bancorp, Inc.

Todd S. Benning, Chairman

Roger H. Ballou

Richard M. Eisenstaedt

Gerald A. Ronon

COMPENSATION DISCUSSION AND ANALYSIS

Overview

The following discussion provides an overview and analysis of our Compensation Committee’s philosophy and objectives in designing compensation programs, as well as the compensation determinations and the rationale for those determinations relating to Thomas M. Petro - Chief Executive Officer, Jerry D. Holbrook - Chief Operating Officer, Roger S. Deacon - Chief Financial Officer, Michael S. Fitzgerald - Chief Lending Officer and Randall J. McGarry - Chief Information Officer (collectively referred to as our “named executive officers”).

This discussion should be read together with the compensation tables for our named executive officers located elsewhere in this Form 10-K/A.

Executive Summary

It is the intent of the Compensation Committee to provide our named executive officers with a total compensation package that is market competitive, promotes the achievement of our strategic objectives and is aligned with operating and other performance metrics to support long-term stockholder value.  In addition, we have structured our executive compensation program to include elements that are intended to create an appropriate balance between short- and long-term, cash and equity, bank and individual performance and formula and discretion, thereby discouraging excessive risk taking.

Fiscal Year 2015 Performance

In 2015, we continued to implement our commercial business strategy, improved our asset quality and completed the conversion of our operating systems to a new system, which resulted in:

·                                                Improved earnings.  Net income was $9.5 million, or $0.85 per diluted share for the year ended December 31, 2015, compared to $8.2 million, or $0.71 per diluted share for the year ended December 31, 2014.  This represents a 17% increase in earnings year over year.  The results for

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2015 include a one-time after-tax core data processing systems conversion-related expenses of $839,000 or $0.08 per share and after-tax merger-related expenses of $396,000 or $0.03 per share.

·                                                Increased commercial loan growth.  Average commercial loans grew by 9.1% during 2015 and now represent 87% of the total loan portfolio.  The increase was due primarily to an increase in multi-family and commercial real estate loans and commercial and industrial loans.

·                                          Non-performing assets.  Total nonperforming assets decreased 18% to $5.2 million at December 31, 2015 from $6.3 million at December 31, 2014.

·                                          Data Processing System Conversion.  In October 2015, the Company successfully completed a conversion of its core operating systems to a new provider.

Compensation Actions for 2015

In light of the Company’s financial performance and management’s role in accomplishing certain corporate objectives, the Compensation Committee took the following actions with respect to the compensation and benefits programs for our named executive officers:

·                                          The Compensation Committee approved the 2015 Executive Incentive Compensation Plan (the “2015 EICP”), a short-term incentive compensation program, to reward certain named executive officers for the long-term value they add to the Company through their commitment to our strategic objectives, growth in our commercial loan portfolio and maintenance of solid profit and efficiency ratios.  The incentive opportunities provided under the 2015 EICP were developed by our management team and the Compensation Committee based on the market practice of our peers.  In light of our 2015 financial performance and each individual’s contribution to our success, our Chief Executive Officer, Chief Operating Officer, Chief Financial Officer and Chief Lending Officer each earned a cash incentive under the 2015 EICP.  See “—2015 Executive Incentive Compensation Plan” for information on Company and individual performance measures and “Executive Compensation—Summary Compensation Table” for the actual 2015 plan payouts. All payments made under the 2015 plan are subject to recoupment in accordance with the terms of the plan.  Our Chief Information Officer does not participate in the 2015 Executive Incentive Compensation Plan but was paid a discretionary bonus of $45,000 for 2015 performance.

·                                          In October 2015, the Compensation Committee reviewed the employment agreements for Messrs. Petro, Holbrook, Deacon and Fitzgerald and extended each agreement through October 1, 2018.  See “Executive Compensation—Employment Agreements” and “Executive Compensation — Post-Termination Payouts” for a description of the payments and benefits provided under the agreements.  In addition, the Compensation Committee extended the term of Mr. McGarry’s change in control agreement through October 1, 2018.   See “Executive Compensation—Potential Post-Termination Payments” for information on the payments and benefits provided under Mr. McGarry’s change in control agreement.  On December 8, 2015, the Company entered into an agreement and plan of merger with Univest Corporation of Pennsylvania (“Univest”) and the named executive officers entered into certain settlement agreements with the Company and Univest with respect to payments due in connection with the transaction.

·                                          In continued support of our pay for performance approach and our goal to align the interests of our executives and stockholders, the Compensation Committee awarded our named executive officers stock option grants, restricted stock awards and performance awards under the 2011 Equity Incentive Plan.  See “—Long-Term Equity-Based Incentives” for the terms and conditions of the 2015 equity awards.  See also “Executive Compensation—Grant of Plan-Based Awards” for detailed information on the individual equity awards granted to our named executive officers in 2015.

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·                                          In October, 2015, the Compensation Committee approved bonuses for the successful conversion of the core data processing systems.  With respect to the named executive officers, Mr. McGarry received a bonus of $10,000.

·                                          In December, 2015, the Compensation Committee approved bonuses for the successful merger announcement with Univest in the amounts of $15,000, $12,500 and $10,000 to Messrs. Petro, Holbrook and Deacon.

All of the actions we take in regards to our compensation benefit plans and arrangements are subject to our Sound Incentive Compensation Policy, which sets forth our commitment to maintain compensation practices and procedures that do not encourage excessive risk taking.

Compensation Actions of 2016

In connection with the Compensation Committee’s review of each named executive officer’s job performance for 2015, the Committee considered adjustments to base salary based on the responsibility, experience contributions and performance of each named executive officer, their value in the marketplace and their role in our future success.  Based on these factors, the Committee increased base salaries for Messrs. Petro, Holbrook, Deacon, Fitzgerald and McGarry by 2.38%, 2.40%, 2.37%. 2.33% and 2.14%. respectively.  Effective March 1, 2016, the new annual base salaries for Messrs. Petro, Holbrook, Deacon, Fitzgerald and McGarry are $387,000, $256,000, $216,000, $220,000 and $191,000, respectively.  Base salaries for our named executive officers are generally commensurate with the median salaries for similarly situated executives in our peer group.

Say-on-Pay Vote Results

As required by the Dodd-Frank Wall Street Reform and Consumer Protection Act, we held an advisory vote on the approval of the compensation of our named executive officers (the “Say-on-Pay Proposal”) at our 2015 annual meeting.  The results were that 89.8% of our stockholders who voted on the Say-on-Pay Proposal voted in favor of it.  The Compensation Committee considered this positive result as an affirmation of its compensation related policies and decisions.

Our Philosophy on Executive Compensation

Our goal is to drive sustainable increases in the value of Fox Chase Bancorp by profitably serving an expanding base of satisfied clients. Our competitive advantage is the caliber of our people. It is people who deliver exceptional care to our clients and align business processes to deliver what clients care about most.  Our people-driven strategy demands that we attract, develop and retain a highly competent team while aligning compensation with business results.

Within this context, the three major objectives for our executive compensation program are to:

·                  Alignment: Link executive compensation with increases in stockholder value and align stockholder and executive interests by requiring meaningful executive stock ownership levels.

·                  Motivation: Motivate executives to be accountable for achievement of our strategic and financial objectives.

·                  Retention and Attraction: Retain and attract senior executives, as well as other management personnel.

To achieve these objectives, we have structured compensation and benefit programs that provide our named executive officers with the following:

·                  Salary levels and merit salary increases that reflect position responsibilities, competitive market rates, strategic importance of the position and individual performance.

·                  Annual cash incentive (i.e., bonus) payments that are based on Fox Chase Bancorp’s annual financial performance as defined by the Compensation Committee and approved by the Board and achievement of certain strategic non-financial performance objectives. The 2015 EICP sets forth the

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performance criteria established by the Compensation Committee for the 2015 fiscal year.  See “2015 Executive Incentive Compensation Plan.”

·                  Long-term equity-based incentives that reward outstanding performance with incentives that focus our management team on creating stockholder value over the long term.  By increasing the equity holdings of our named executive officers, we provide them with a continuing stake in our long-term success.   The Fox Chase Bancorp, Inc. 2007 Equity Incentive Plan and 2011 Equity Incentive Plan provide the Compensation Committee with the tools to support the Company’s pay for performance philosophy.  See “—Long-Term Equity Based Incentives; Timing Issues and Grant Practices.”

·                  Benefit programs that provide our executives with access to health and welfare benefits. In addition, our named executive officers are eligible to participate in our 401(k) plan and employee stock ownership plan.  Our benefit programs are designed to be competitive with our peers.

·                  Employment and change in control agreements that assure stability in management and provide market-based competitive change in control protection in a consolidating industry.

The various elements of the total compensation package for our named executive officers are designed to achieve different specific purposes, which are complementary, including: motivating appropriate behavior; rewarding different aspects of corporate or individual performance; and attracting and retaining the talent needed to successfully lead Fox Chase Bancorp and maximize stockholder value.

Our executive compensation philosophy is implemented through compensation programs based on the following guiding principles:

·                  Pay for Performance: The following key elements are ways we link pay to performance:

·                  Emphasis on Motivation:  Pay is used to motivate management to focus on key financial and strategic goals by providing pay for outstanding annual and long-term performance.

·                  Performance Management:  Performance assessment criteria for each executive are clearly communicated each year and are consistent with areas of performance identified by the Board of Directors.

·                  Controllability:  Financial performance measures that management has the ability to impact and influence are used in the annual incentive plan and the long-term incentive program.

·                  Differentiation:  Pay is managed to ensure that compensation varies to reflect different levels of performance.

·                  Performance Measures and Measurement: Performance measurement is a critical component of our compensation philosophy. For annual incentive payments, financial and non-financial performance measures are used to vary pay for individual executives.

·                  Financial Measures:  The Board of Directors establishes financial objectives through both longer-term strategic plans and annual profit plans.

·                  Individual Measures:  Assessment versus pre-established individual performance expectations for:

·                        Financial and strategic non-financial goals and objectives to drive earnings growth, value creation and execution; and

·                        Financial and operational controls that maintain prudent risk management practices.

·                        Competitive Framework: We compare our management compensation levels with the compensation paid to comparable executives for a selected peer group.

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·                        Pay Positioning: The total compensation (base salary, annual incentive, long-term incentives) and benefits package for our named executive officers are positioned around median competitive levels, taking into account the relative responsibilities of our named executive officers.  Actual total compensation in any given year may be above or below the target level based on individual and corporate performance.

·                        Decision-Making Authority: Decision-making for our compensation program is shared among the Board of Directors, the Compensation Committee, the Chief Executive Officer and the Human Resources Director. The Board of Directors approves compensation for the Chief Executive Officer and the Compensation Committee approves compensation for other senior executive officers, after reviewing recommendations provided by the Chief Executive Officer and the Human Resources Director.

·                        Communication: Communication of our compensation philosophy, annual and long-term incentive program design and the goal-setting process is necessary to achieve program objectives. The Compensation Committee communicates its annual incentive program through the Executive Incentive Compensation Plan and individual performance scorecards.  Long-term incentives (e.g. equity awards) are communicated to the named executive officers through plan documents and award agreements.  Full communication before and during defined performance periods:

·                  Allows executives to understand how their performance is evaluated and how their compensation is determined;

·                  Demonstrates the alignment between compensation and strategic business initiatives and creating stockholder value; and

·                  Ensures accountability of all executives for individual and group performance.

The Role of the Compensation Committee in Determining Executive Compensation

Compensation for our named executive officers is determined under programs reviewed and approved by the Compensation Committee and reported to the Board of Directors. The Compensation Committee approves all executive officer salary adjustments and annual and long-term incentive awards. With respect to the Chief Executive Officer’s annual performance review, the Compensation Committee recommends salary levels and annual and long-term incentive awards, which are then ratified by the Board of Directors. The Compensation Committee also oversees Fox Chase Bancorp’s employee benefit plans and assesses executive performance results in determining awards under any other annual and long-term incentive plan.  Additionally, the Compensation Committee approves executive employment or severance agreements, except for the Chief Executive Officer, whose agreement is approved by the Board of Directors.  Finally, the Compensation Committee reviews compensation arrangements for the independent directors and makes recommendations to the full Board of Directors, as appropriate.

The Compensation Committee operates under a written charter that establishes the Compensation Committee’s responsibilities. The Compensation Committee reviews the Charter annually and reports any changes to the Board of Directors.  The Nominating and Governance Committee reviews these changes as well to ensure that the scope of the Charter is consistent with the Compensation Committee’s role. Under the Charter, the Compensation Committee is charged with general responsibility for the oversight and administration of our compensation program. The Charter also authorizes the Compensation Committee to engage consultants and other professionals without management approval to the extent deemed necessary to discharge its responsibilities.

Compensation Consultants

In the past, the Compensation Committee engaged Meridian Compensation Partners LLC to assist the committee in reviewing its executive and director compensation arrangements.  The Compensation Committee did not engage any compensation consultants for 2015.  Meridian Compensation Partners LLC is an independent compensation consulting firm reporting directly to the Compensation Committee.

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Role of Management

Our Chief Executive Officer and Human Resources Director develop recommendations regarding the appropriate mix and level of compensation for our management team and then review such recommendations with the Compensation Committee.  The recommendations consider the objectives of our compensation philosophy and the range of compensation programs authorized by the Compensation Committee.  Our Chief Executive Officer meets with the Compensation Committee to discuss the compensation recommendations for the named executive officers. The Chief Executive Officer does not participate in Compensation Committee discussions relating to the determination of his compensation.   During 2015, management assisted the Compensation Committee in the developing the 2015 EICP as a means to provide certain named executive officers with short-term incentive compensation that is consistent with market practices.

Base Salaries

In general, we target base salaries around the median competitive level relative to comparable positions in our peer group taking into account the comparative responsibilities, internal pay equity and performance of the executive officers involved. Where the responsibilities of executive positions at Fox Chase Bancorp are different from those typically found among other banks, or where executives are new to their responsibilities or play a particularly critical role at Fox Chase Bancorp, base salaries may be targeted above or below median competitive levels.   Merit increases for certain named executive officers effective as of March 2015 reflected market conditions and cost-of-living adjustments.  The increases in base salaries for 2015 for the named executive officers ranged between 2.16% to 2.46%.

2015 Executive Incentive Compensation Plan

Our 2015 EICP was designed to recognize and reward participants with cash incentives for their performance and contribution to the financial performance of Fox Chase Bancorp.  All of the named executive officers, except our Chief Information Officer, participated in the 2015 EICP.

The objectives of the 2015 EICP include, but are not limited to:

·                  Focusing executive attention on key business metrics that support our business strategy;

·                  Aligning pay with the financial performance of Fox Chase Bancorp and each participant’s individual performance;

·                  Motivating participants to achieve specific, measurable objectives that are aligned with our key business objectives; and

·                  Enabling Fox Chase Bank to attract and retain needed talent.

Under the 2015 EICP, each participant was given a target incentive opportunity based on competitive market practice for his role at Fox Chase Bank. The threshold, target and stretch incentive opportunities under the plan are calculated as a percentage of base salary and determined on a basis that is consistent with competitive market practices. Actual awards range from 0% of target (not achieving minimal performance) to 150% of target (for exceptional performance). Incentives for all participants are generally based on a combination of the performance of Fox Chase Bancorp and individual performance (collectively the “Performance Measures”).  Fox Chase Bancorp had to achieve at least threshold net income for any EICP performance component to pay above target levels under the 2015 EICP.  The 2015 EICP defined threshold net income as 80% of budget/plan for 2015.  Stretch was defined as 110% of budget/plan for 2015. This performance gate insures large payouts will not be made when net income is poor and is consistent with market practice. The 2015 EICP provides the Compensation Committee with discretion to adjust payouts for extraordinary items with Board approval.  No adjustments were made for the 2015 Plan Year.

Management monitored the progress of the various Performance Measures on a quarterly basis and reviewed the results with the Compensation Committee.  All payouts under the 2015 Plan are subject to the Fox Chase Bancorp clawback policy.

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The following table summarizes the incentive reward opportunities and ranges for each named executive officer who participated in the 2015 EICP. See “Executive Compensation — Summary Compensation Table” for the actual payouts under the 2015 EICP.

To focus all participants on our overall success and reinforce our team approach, the performance of all participants (except our CEO) was measured relative to two categories: Fox Chase Bancorp Financial Performance and Individual Performance.

The following chart shows how each participant’s incentive opportunity was weighted based on the Compensation Committee’s evaluation of their contribution to the achievement of the Fox Chase Bancorp Performance Measures and each participant’s Individual Performance Measures. The Compensation Committee had full discretion in determining the weight given to a specific individual performance measure.

Fox Chase Bancorp Performance Measures

In 2015, we looked at the following key financial measures when evaluating our performance.

·                  Core Net Income

·                  Earnings Per Share

·                  Core Tangible Book Value Per Share

·                  Increase in Net Interest Income

·                  Limit Increase in Core Non-Interest Expense

·                  Core ROA

·                  Core ROE

·                  Efficiency Ratio

·                  Deposit Growth

·                  Loan Growth

·                  Credit/Asset Quality

·                  BSA Compliance

We also considered a Long-Term Value performance measure, which is completely discretionary. The Compensation Committee looks at the following factors to evaluate this performance measure:

1.              Making sound and prudent financial/strategic choices about capital deployment.

2.              Hiring, developing and retaining a motivated and efficient staff.

3.              Building high quality earnings.

4.              Making good judgments about risk and pricing of products.

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The weight given to the achievement of the various Performance Measures is noted below; however, the Compensation Committee can use its discretion to determine whether full weight or partial weight should be given for the specific performance measures.

Individual Performance Measures

In addition to the Fox Chase Bancorp Performance Measures above, certain 2015 EICP participants had Individual Performance Measures that required contributions specific to their functional area. The Compensation Committee, in its sole discretion, determined whether a participant had achieved his individual performance measures for the 2015 fiscal year.

The 2015 Individual Performance Measures were as follows:

Long-Term Equity-Based Incentives; Timing Issues and Grant Practices

We currently maintain the 2007 Equity Incentive Plan and the 2011 Equity Incentive Plan to grant equity awards to eligible plan participants. We utilize our equity incentive plans to align the interests of our named executive officers with our stockholders and focus our executives on long-term sustained performance through the grant of annual equity awards.  The Compensation Committee determines grant dates and the stock option exercise prices after carefully considering our timing of earnings releases and/or other material non-public information to ensure that there is no manipulation of the market to the executive’s benefit. The Compensation Committee’s decisions are reviewed and ratified by the full Board of Directors. Similarly, we never time the release of material non-public information to affect the value of executive compensation. In general, the release of such information reflects established timetables for the disclosure of material non-public information such as earnings reports or, with respect to other events reportable under federal securities laws, the applicable requirements of such laws with respect to timing of disclosure.  In accordance with the equity incentive plans, options are granted at an exercise price equal to the closing price of our common stock on the Nasdaq Stock Market on the date of grant.

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Employment and Change in Control Agreements

We currently maintain employment agreements with Messrs. Petro, Holbrook, Deacon and Fitzgerald.  In 2015, the Compensation Committee extended the terms of these agreements through October 1, 2018.  Our decision to extend the term of the agreements was based on our evaluation of each executive’s role at Fox Chase Bancorp and his overall performance during 2015.  Our employment agreements with our named executive officers assist us in attracting and retaining top talent and reflect best practices.  The employment agreements outline the terms and conditions of each executive’s employment, and provide certain financial protection in the event of a change in control.  See “Executive Compensation—Employment Agreements” and “Executive Compensation — Post-Termination Payouts” for additional information on these arrangements.

Fox Chase Bancorp and Fox Chase Bank maintain a change in control agreement with Randall J. McGarry to provide Mr. McGarry with a severance payment if his employment is terminated in connection with a change in control (as defined in the agreement).  During the period in which Mr. McGarry is receiving his severance benefit, he will be subject to non-compete and non-solicitation provisions that are included in the change in control agreement.  In 2015, the Compensation Committee extended Mr. McGarry’s Agreement through October 1, 2018.  See “Executive Compensation — Post-Termination Payouts” for information on the payments and benefits provided to Mr. McGarry under his arrangement.

Executive Perquisites

Fox Chase Bancorp does not provide named executive officers with perquisites.

Tax and Accounting Considerations

In consultation with our advisors, we evaluate the tax and accounting treatment of each of our compensation programs at the time of adoption and annually to ensure that we understand the financial impact of each program on Fox Chase Bancorp and its subsidiaries. Our analysis includes a review of recently adopted and pending changes in tax and accounting requirements.

Stock Ownership Guidelines

We maintain stock ownership guidelines for the named executive officers and members of our Board of Directors. The guidelines state that each non-employee member of the Board of Directors must obtain ownership levels in Fox Chase Bancorp equal to five times their annual retainer. These ownership guidelines were increased in 2015 from three to five times their annual retainer.  Our Chief Executive Officer is required to acquire stock ownership levels equal to four times his base salary. The remaining named executive officers must acquire stock ownership levels of two times their base salaries. All executive officers and directors, to which the guidelines apply, have attained their respective guideline requirements as of December 31, 2015, or are expected to within five years of joining the Company.

Risk Management

All of our compensation benefit plans and arrangements continue to be subject to our Sound Incentive Compensation Policy, which sets forth our commitment to maintain compensation practices and procedures that do not encourage excessive risk taking.

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DIRECTOR’S COMPENSATION

The following table provides information regarding the compensation received by the non-employee directors of the Company during the year ended December 31, 2015.  The table excludes perquisites, which did not exceed $10,000 in the aggregate for any director.

(1)          Reflects the aggregate grant date fair value of the granting of 2,000 shares of restricted stock computed in accordance with FASB ASC Topic 718, based on a per share value of $16.99, which represented the Company’s stock price on the date of grant.  At December 31, 2015, the aggregate number of unvested restricted stock award shares held in trust was 3,320 for Mr. Caldwell, 4,000 for Mr. Ronon and 7,700 for each of the other non-employee directors.

(2)          Reflects the aggregate grant date fair value for the granting of 5,000 stock options computed in accordance with FASB ASC Topic 718, based on a value of $3.24 per option, respectively. For information on the assumptions used to compute the fair value, see note 10 to the consolidated financial statements. The actual value, if any, realized from any option will depend on the extent to which the market value of the common stock exceeds the exercise price of the option on the date the option is exercised. Accordingly, the value realized may not be at or near the value estimated above.  Mr. Caldwell and Mr. Ronon held 8,300 and 10,000 stock options at December 31, 2015.  Mr. Nichols held 33,500 stock options at December 31, 2015.  Each other non-employee director held 59,161 stock options at December 31, 2015.

(3)          Represents dividends paid on shares of restricted stock that vested during the year ended December 31, 2015.

(4)          Mr. Bauer retired from the Board of Directors on May 21, 2015.

Cash Retainer and Meeting Fees for Non-Employee Directors. The following table sets forth the applicable retainers and fees that will be paid to our non-employee directors for their service on our Board of Directors during 2016.

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EXECUTIVE COMPENSATION

Summary Compensation Table

The following table provides information concerning total compensation earned or paid to Fox Chase Bancorp’s principal executive officer, principal financial officer and three other most highly compensated executives. These five officers are referred to as the “named executive officers” in this document.

(1)              These amounts reflect the aggregate grant date fair value for outstanding restricted stock awards and performance awards granted during the year indicated, computed in accordance with FASB ASC Topic 718. The amounts were calculated assuming that all performance conditions have been satisfied and based on Fox Chase Bancorp’s stock price as of the date of grant, which was $16.99 for the grants in 2015, $16.96 for the grants in 2014 and $17.00 for the grants in 2013.  When shares become vested and are distributed from the trust in which they are held, the recipient will also receive an amount equal to accumulated cash and stock dividends (if any) paid with respect thereto.

(2)              These amounts reflect the aggregate grant date fair value for outstanding stock option awards granted during the year indicated, computed in accordance with FASB ASC Topic 718, based on a value of $3.24 per option for the grants in 2015, $3.66 per option for the grants in 2014 and $4.20 per option for the grants in 2013.  For information on the assumptions used to compute the fair value, see note 10 to the consolidated financial statements. The actual value, if any, realized by an executive officer from any option will depend on the extent to which the market value of the common stock exceeds the exercise price of the option on the date the option is exercised. Accordingly, the value realized by an executive officer may not be at or near the value estimated above.

(3)              Represents payments made pursuant to Fox Chase Bank’s Executive Incentive Compensation Plan. Awards earned during 2015 were paid in March 2016.

(4)              Details of the amounts reported in the “All Other Compensation” column for 2015 are provided in the table below. The table excludes perquisites, which did not exceed $10,000 in the aggregate for each named executive officer.

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Employment Agreements

Fox Chase Bancorp and Fox Chase Bank maintain an employment agreement with each of Thomas M. Petro, Jerry D. Holbrook, Roger S. Deacon and Michael S. Fitzgerald. The employment agreements each have an initial term of three years and may be renewed by the Board of Directors following a review of the executive’s performance for an additional year so that the remaining term will be three years.  The Board of Directors has approved an extension of each executive’s employment agreement through October 1, 2018.  The employment agreements provide for a base salary and, among other things, participation in discretionary bonuses or other incentive compensation provided to senior management, and participation in stock benefit plans and other fringe benefits applicable to executive personnel. Upon termination of the executive’s employment for reasons other than cause or a change in control, the executive must adhere to a one year non-competition restriction.

Change in Control Agreements

The Bank maintains a change in control agreement with Mr. McGarry that provides certain severance benefits if his employment is terminated in connection with a change in control of the Company or the Bank.  The agreement provides for a term of 36 months.  On the anniversary date of the agreement, and following a review of Mr. McGarry’s job performance, the Board of Directors may extend the agreement for an additional year such that the term of the agreement will remain at 36 months.  The current term of the agreement runs through October 1, 2018.

See “—Potential Post-Termination Benefits” for a discussion of the benefits and payments each executive may receive under his employment or change in control agreement upon his termination of employment.

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Grants of Plan-Based Awards

The following table provides information concerning our grants of plan-based awards for the named executive officers during 2015 under the Fox Chase Bank Executive Incentive Compensation Plan and the Fox Chase Bancorp, Inc. 2011 Equity Incentive Plan.

(1)          These columns show the possible payouts for each named executive officer (except for Mr. McGarry, who did not participate in the plan) under Fox Chase Bank’s Executive Incentive Compensation Plan. See “Summary Compensation Table” for actual non-equity incentive plan awards earned in 2015.

(2)          Vest in five equal annual installments beginning on the first anniversary of the date of grant.

(3)          Sets forth the grant date fair value of stock awards computed in accordance with FASB ASC Topic 718. The grant date fair value of all stock awards is equal to the number of awards multiplied by $16.99, the closing price for Fox Chase Bancorp’s common stock on the date of grant.  With respect to the performance awards, the calculations assume that all performance conditions have been satisfied.  Also reflects the aggregate grant date fair value for stock options in accordance with FASB ASC Topic 718.  The amounts were based on a fair value for each option of $3.24 using the Black-Scholes option pricing model.

(4)          Vests as follows: 50% on the third anniversary of the date of grant and 50% on the fourth anniversary of the date of grant, subject to the achievement of certain performance metrics.  If such performance metrics have not been satisfied, such award shares will be forfeited.

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2011 Equity Incentive Plan.  Fox Chase Bancorp maintains the 2011 Equity Incentive Plan to further its commitment to performance-based compensation and to provide participants with an opportunity to have an equity interest in the Company.  The plan is administered by the Compensation Committee of the Board of Directors of Fox Chase Bancorp.  The Compensation Committee has the authority to grant stock options, restricted stock awards and performance shares to employees and directors of Fox Chase Bank and Fox Chase Bancorp.  Additional information on the Fox Chase Bancorp equity award program is set forth in the “Compensation Discussion and Analysis” section of this proxy statement.

2015 Executive Incentive Compensation Plan.  The Fox Chase Bank 2015 Executive Incentive Compensation Plan is designed to recognize and reward executives with cash incentives for their individual and collective contributions to the success of the Fox Chase Bank.  See “Compensation Discussion and Analysis—2015 Executive Incentive Compensation Plan” for detailed information on the plan and the Company and individual performance measures used by the Compensation Committee to determine payouts under the plan.

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Outstanding Equity Awards at Fiscal Year End

The following table provides information concerning unexercised options and stock awards that have not vested for each named executive officer outstanding as of December 31, 2015.