We could not find any results for:
Make sure your spelling is correct or try broadening your search.
Share Name | Share Symbol | Market | Type |
---|---|---|---|
Arrow Financial Corporation | NASDAQ:AROW | NASDAQ | Common Stock |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
1.01 | 4.54% | 23.28 | 15.37 | 28.22 | 23.45 | 22.08 | 22.08 | 68,640 | 22:30:00 |
1.
|
The election of
four
Class
C
Directors to three-year terms.
|
2.
|
Advisory approval of our 2018 executive compensation (“Say on Pay”).
|
3.
|
Approval of the amendment to the Company's Certificate of Incorporation to increase the number of authorized shares of common stock.
|
4.
|
Ratification of the selection of KPMG LLP as our independent auditor for
2019
.
|
5.
|
Any other business that may properly come before the
2019
Annual Meeting, or any adjournment or postponement thereof.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
•
|
Vote Recommendation
:
Your Board recommends you vote “
For
” each of its
four
nominees:
|
•
|
Individual Strengths
: The candidate’s knowledge, skill, experience and expertise
|
•
|
Board Composition
: The objective of achieving certain characteristics for the Board as a group, such as diversity of background, occupation, viewpoint and gender
|
•
|
Succession Planning
: Balance among age groups from those who are in mid-career to those nearing or recently entered into retirement
|
•
|
Tenée R. Casaccio, AIA
, age
53
, has been a Director of the Company since December 2013 and the lead subsidiary bank Glens Falls National Bank and Trust Company ("GFNB") since 2010. Ms. Casaccio has served as President of JMZ Architects and Planners, PC, a New York State-certified Women-Owned Business in Glens Falls, since 2009. She earned a Bachelor of Architecture from Virginia Tech and holds licenses to practice architecture in New York and several other states. Ms. Casaccio has been with JMZ Architects since 1993. She has significant executive experience and a strong understanding of the New York State business climate.
|
•
|
Gary C. Dake
, age
58
, has been a Director of the Company since 2003 and a Director of the Company’s subsidiary bank, Saratoga National Bank and Trust Company (“SNB”) since 2001. Mr. Dake is President of Stewart’s Shops Corp., a large, privately owned, vertically integrated, multi-state convenience store chain, and of Stewart’s Processing Corp., an affiliated dairy manufacturing and processing company. Mr. Dake holds a bachelor’s degree from St. Lawrence University. He has experience with large business operations as a result of his management of Stewart’s, which also gives him a unique and broad understanding of the many communities the Company serves.
|
•
|
Thomas L. Hoy
, age
70
, has been a Director of the Company since 1996, Chairman of the Board since 2004, a Director of GFNB since 1994, and Chairman of the Board of GFNB since 2004. He was President of the Company from 1996 to 2012, and CEO from 1997 until his retirement at the end of 2012. In addition, Mr. Hoy was President of GFNB from 1995 to 2011. Mr. Hoy’s more than four-decade career with our organization started in 1974 as a management trainee and included various roles in GFNB’s Trust and Investment Division. He serves on the Federal Home Loan Bank of New York Board of Directors, a role he has held since 2011. Mr. Hoy holds a bachelor’s degree from Cornell University. His expertise in the banking, investment and financial services industries – both generally and as our former President and CEO of the Company – is of great value to the Company.
|
•
|
Colin L. Read, PhD
, age
59
, has been a Director of the Company since 2013 and a Director of GFNB since 2010. Dr. Read teaches banking and finance as a tenured full professor in the State University of New York system. He was elected Mayor of Plattsburgh, NY in 2016, after three years of service on the Clinton County Legislature. He is a published author, with various contributions to print, online and television media, as well as 12 books on global finance. Dr. Read has a PhD in economics from Queen’s University, an MBA from the University of Alaska, a law degree from the University of Connecticut, and a master’s degree in Taxation from the University of Tulsa. His expertise in economics and understanding of the Plattsburgh area are key strengths.
|
•
|
Michael B. Clarke
, age
72
, has been a Director of the Company and GFNB since 2006. He previously served as a Director of the Company and GFNB from the late 1980s until 1999, before temporarily relocating out of the area. Mr. Clarke has experience in the cement manufacturing industry. He served as President of Glens Falls Cement Company from 1985 to 1999, President and CEO of Lone Star Industries in Indiana from 1999 to 2004, and President of the Midwest Division of Buzzi Unicem, USA, from 2004 to 2005. Mr. Clarke has a bachelor’s degree from McGill University and an MBA from Harvard University. In addition to his executive experience at manufacturing companies, Mr. Clarke has a finance background and a longstanding historical knowledge of the Company.
|
•
|
David G. Kruczlnicki
, age
66
, has been a Director of the Company since 1989 and a Director of SNB since 2015. He previously served 26 years as a Director of GFNB. Mr. Kruczlnicki is President of a consulting firm that advises nonprofits on business planning, and he teaches at Siena College and Clarkson University Graduate School. He was President and CEO of Glens Falls Hospital, a large regional medical center, from 1989 until his retirement in 2013. Mr. Kruczlnicki received a bachelor’s degree from Siena College and a master’s degree from Rensselaer Polytechnic Institute. He also served on the boards of directors of several affiliates of Glens Falls Hospital, numerous other health-related organizations, and Pruyn & Company, a local, privately owned paper company. As a former health care executive, Mr. Kruczlnicki has significant experience overseeing finance and human resources as well as directorship experience with numerous private and regional organizations.
|
•
|
Thomas J. Murphy
, age
60
, has been a Director of the Company since 2012 and a Director of GFNB since 2011. He has been CEO of the Company and GFNB since 2013. In 2012, he became President of the Company, following his appointment as President of GFNB in 2011, and continues to serve in those positions. Mr. Murphy joined GFNB in 2004 as Manager of the Personal Trust Department after 16 years as a founding partner in CMJ, LLP, a Glens Falls certified public accounting firm. He served in a variety of banking, trust and corporate capacities prior to leading the Company and GFNB. Mr. Murphy holds a bachelor’s degree in Business Administration from Siena College. He held a CPA license for over 30 years and combines his expert knowledge of accounting with more than 10 years of experience in various management positions with the Company and its subsidiaries to provide valuable leadership and expertise.
|
•
|
Raymond F. O’Conor
, age
63
, became a Director of the Company on January 1, 2017; he has been a Director of SNB since 1996 and Chairman of the SNB Board of Directors since 2001. He was a Senior Vice President of the Company from 2009 until his retirement in 2012 and also served as President and CEO of SNB from 1995 until his retirement at the end of 2012. Mr. O’Conor is a published author and CEO of Saratoga County Capital Resource Corporation, a community development agency. He has an extensive knowledge of community banking,
and more specifically, the Company, as a former member of the executive management team.
|
•
|
Mark L. Behan
, age
58
, became a Director of the Company on January 1, 2017; he has been a Director of GFNB since 2015. Mr. Behan is the President of Behan Communications, Inc., a public affairs and strategic communications firm with offices in Albany and Glens Falls, which was founded by him in 1988. He has a bachelor's degree from Colgate University. Mr. Behan brings public affairs, public relations, communications and government relations expertise to the Board.
|
•
|
Elizabeth A. Miller
, age
65
, became a Director of the Company on January 1, 2017; she has been a Director of GFNB since 2015. Ms. Miller has been President and CEO of Miller Mechanical Services, Inc., in Glens Falls since 2007 and Chair of Doty Machine Works in Fort Edward since 2014. She holds bachelor’s and master’s degrees from the College of Saint Rose. Ms. Miller has a strong understanding of the community and its business base, particularly local manufacturing.
|
•
|
William L. Owens, Esq.
, age
70
, has been a Director of the Company and GFNB since 2015. Mr. Owens is a former U.S. Congressman who represented New York’s 21st District from 2009 to 2015. Prior to his election to Congress, he was a managing partner at Stafford, Owens, Piller, Murnane, Kelleher & Trombley, PLLC, a Plattsburgh, New York law firm, where he practiced business and tax law for more than 30 years. In 2015, he rejoined the firm as a partner and resumed his role as Managing Partner in 2016. He also serves as Senior Advisor for Dentons (formerly McKenna Long & Aldridge, LLP), an international law firm. Mr. Owens holds a bachelor’s degree from Manhattan College and a law degree from Fordham University. He has a unique understanding of the North Country, specifically the Plattsburgh market, and is a leading authority on U.S.-Canada trade issues.
|
•
|
Richard J. Reisman, DMD
, age
73
, has been a Director of both the Company and GFNB since 1999.
|
•
|
Basic Annual Retainer and Meeting Fees
|
BASIC ANNUAL RETAINER FEES
|
|||
2018
|
Company
|
GFNB
|
SNB
|
Basic Annual Retainer
(a)
|
$21,000
|
$13,500
|
$11,500
|
Chair of Board
|
$9,000
|
$9,000
|
$9,000
|
Chair of Audit Committee
|
$7,500
|
N/A
|
N/A
|
Chair of Compensation Committee
|
$5,000
|
N/A
|
N/A
|
Chair of Governance Committee
|
$5,000
|
N/A
|
N/A
|
Chair of Wealth Management Committee
|
N/A
|
$5,000
|
N/A
|
MEETING FEES
|
|||
Board of Directors
(b)
|
$700
|
$500
|
$500
|
Committee of the Board
(b)
|
$550
|
$400
|
$400
|
(a)
|
In
2018
, $
10,000
of the basic annual retainer fee for service as a Director of the Company and $
5,500
of the basic annual retainer fee for service as a Director of GFNB or SNB were paid in shares of the Company’s common stock.
|
(b)
|
Per meeting attended.
|
•
|
Incentive Stock-Based Compensation
|
Director
|
Fees Earned
or Paid in Cash |
Stock
Awards (a) |
Option Awards
(b) |
Change in
Pension Value/ Nonqualified Deferred Compensation Earnings |
All Other Compensation
|
2018 Director Compen- sation
Total |
||||
Mark L. Behan
|
$31,900
|
|
$15,500
|
|
$5,759
|
|
—
|
—
|
$53,159
|
|
Tenée R. Casaccio
|
$32,050
|
|
$15,500
|
|
$5,759
|
|
—
|
—
|
$53,309
|
|
Michael B. Clarke
|
$39,500
|
|
$15,500
|
|
$5,759
|
|
—
|
—
|
$60,759
|
|
Gary C. Dake
|
$34,950
|
|
$15,500
|
|
$5,759
|
|
—
|
—
|
$56,209
|
|
Thomas L. Hoy
|
$47,200
|
|
$15,500
|
|
$5,759
|
|
—
|
$36,000
|
(c)
|
$104,459
|
David G. Kruczlnicki
|
$35,500
|
|
$15,500
|
|
$5,759
|
|
—
|
$2,888
|
(d)
|
$59,647
|
Elizabeth A. Miller
|
$32,500
|
|
$15,500
|
|
$5,759
|
|
—
|
—
|
$53,759
|
|
Raymond F. O'Conor
|
$37,800
|
|
$15,500
|
|
$5,759
|
|
—
|
—
|
$59,059
|
|
William L. Owens
|
$31,950
|
|
$15,500
|
|
$5,235
|
|
—
|
—
|
$52,685
|
|
Colin L. Read
|
$33,050
|
|
$15,500
|
|
$5,759
|
|
—
|
—
|
$54,309
|
|
Richard J. Reisman
|
$38,833
|
|
$15,500
|
|
$5,759
|
|
—
|
$5,361
|
(d)
|
$65,453
|
(a)
|
Represents that portion of each listed Director’s total Directors’ fees that were payable in shares of Company stock, in accordance with the 2013 Directors’ Stock Plan. In
2018
, this amount consisted of
$10,000
of each Director’s basic annual retainer fee for serving as a Company Director and
$5,500
of each Director’s basic annual retainer fee for serving as a Director of one of the Company’s subsidiary banks. For purposes of determining the number of shares of the Company’s common stock distributable to these Directors, the shares are valued at the market price of the Company’s common stock on the date of distribution, in accordance with FASB ASC TOPIC 718. In
2018
, these Directors received, as payment of that portion of their basic annual retainer fee regularly payable in such year in shares of Company stock, two distributions of shares: the first on
May 30, 2018
, at a per share price of $
37.95
, and the second on
November 29, 2018
, at a per share price of
$35.13
. As of December 31,
2018
, each non-employee Director held the following aggregate number of shares: Behan
2,154
shares, Casaccio
10,198
shares, Clarke
13,956
shares, Dake
42,980
shares, Hoy
190,248
shares, Kruczlnicki
37,556
shares, Miller
23,628
shares, O'Conor
44,388
shares, Owens
5,623
shares, Read
8,308
shares and Reisman
13,401
shares.
|
(b)
|
Stock options granted to Directors are valued in accordance with FASB ASC TOPIC 718. The stock options were granted
January 31, 2018
, at a per share exercise price of $
31.84
, the closing price of our common stock on the date of grant as restated for the 3% stock dividend distributed in September 2018. Options vest ratably over a period of four years following the date of grant. As of December 31,
2018
, each non-employee Director held the following aggregate number of vested stock options: Behan
0
options, Casaccio
1,647
options, Clarke
2,228
options, Dake
1,369
options, Hoy
33,697
options, Kruczlnicki
0
options, Miller
0
options, O'Conor
0
options, Owens
811
options, Read
2,783
options and Reisman
7,530
options.
|
(c)
|
Represents consulting fees earned and paid to Mr. Hoy under his consulting agreement. See “
Mr. Hoy’s Consulting Agreement.
”
|
(d)
|
Represents interest earned by the listed Director during
2018
on the principal balance of the Director’s account under the Directors’ Deferred Compensation Plan.
|
•
|
Vote Recommendation:
Your Board recommends you vote “
For
,” on an advisory basis, the Company’s executive compensation, or Say on Pay.
|
•
|
Say on Pay:
Following the frequency of say on pay advisory shareholder vote at the
2018
Annual Meeting of Shareholders, the Board determined its current intention to include an advisory vote, consistent with the 2017 frequency of say on pay advisory shareholder vote, on executive compensation every year in its proxy statement. This will provide annual feedback from shareholders on the Company's pay practices.
|
•
|
Employment Agreements:
Consistent with shareholder advisory guidance, the Company's executive employment agreements provide for change of control "double trigger" severance benefits upon a termination of employment without cause or by the executive for good reason by applying the applicable multiple of two to three times to the sum of base pay plus target bonus for the relevant year instead of applying the multiple to the executive average annual taxable compensation for the five-year period prior to the change of control.
|
•
|
Conservative:
Total executive compensation is conservative as compared to industry standards and the Company's peer group.
|
•
|
Balanced:
The Company's annual bonus plan is a balanced program based on quantitative and qualitative assessment of both the Company’s and the individual executive’s performance. In past years when targeted financial performance was not fully achieved, individually or company-wide, based on either objective or subjective standards, or both, bonuses were materially reduced or not awarded at all, in some cases even if threshold levels of performance were in fact achieved.
|
•
|
Annual Review:
The annual bonus is based on goals that are reviewed and updated yearly and are set to encourage long-term profitability within accepted conservative risk parameters.
|
•
|
Shareholder Aligned:
Long-term equity-based incentives, such as stock option awards and restricted stock units ("RSUs"), recognize and encourage an alignment of executives' goals over the long term with those of the shareholders. Awards provide for vesting over a three- to four-year period, which may be incremental or cliff vesting. Stock option awards, even at the highest executive level, are generally modest, and there have been years in which they were not awarded. Exercise prices are determined based on the closing price of the Company’s stock on the day of grant. Stock options only have value if the Company’s stock price increases.
|
•
|
No Backdating or Reloading:
The 2013 LTIP under which Company stock options are granted does not permit “backdating” or “reloading” of option grants. Downward repricing of our outstanding stock options is not permitted without shareholder approval.
|
•
|
Ownership Requirements:
NEOs are required to own specific amounts of our stock based on their annual salaries.
|
•
|
No Tax Gross-Up:
The Company does not have tax gross-up plans for NEOs.
|
•
|
No Golden Parachutes:
The Company does not have "golden parachutes" for NEOs; the top change-in-control payment is capped consistent with limits in the Internal Revenue Code so as to prevent the triggering of excess parachute taxes on the Company.
|
•
|
Vote Recommendation:
Your Board recommends you vote “
For
” the ratification of the independent registered public accounting firm, KPMG LLP, as the independent auditor of the Company for the fiscal year ending December 31,
2019
.
|
Categories of Service
|
2018
|
2017
|
|
Audit Fees
|
$446,500
|
$437,000
|
|
Audit-Related Fees
|
—
|
—
|
|
Tax Fees
|
$95,040
|
$85,600
|
|
All Other Fees
|
—
|
—
|
|
Total Fees
|
$541,540
|
$522,600
|
Director
|
Audit
Committee
|
Compensation
Committee
|
Governance
Committee
|
Mark L. Behan
|
|
X
|
|
Tenée R. Casaccio
|
|
|
X
|
Michael B. Clarke
|
Chair
|
X
|
|
Gary C. Dake
|
|
X
|
Chair
|
David G. Kruczlnicki
|
X
|
Chair
|
|
Elizabeth A. Miller
|
X
|
|
X
|
William L. Owens
|
|
X
|
X
|
Colin L. Read
|
X
|
|
X
|
Richard J. Reisman
|
X
|
|
|
•
|
Audit Committee:
Mr. Clarke is Chair of the Audit Committee; he has served in this role since 2008. The Audit Committee’s primary duties and responsibilities are to select and appoint the independent auditors each year; monitor the independence and performance of the Company’s independent auditors and internal Audit Department; monitor the quality and integrity of the Company’s financial reporting process and systems of internal controls regarding accounting, financial and legal compliance; and provide a means of communication among the independent auditors, Management, the internal Audit Department and the Board. The Audit Committee also reviews business or financial transactions between the Company and Company insiders and their related parties, such as any transactions with an individual Director or business entity in which the Director has a controlling or material interest. In accordance with applicable rules, the Audit Committee must specifically approve in advance all services performed by the independent auditor. The Audit Committee met four times in
2018
, and all then-serving members attended each of these committee meetings.
For additional information, see the Audit Committee Report section.
|
•
|
Compensation Committee:
Mr. Kruczlnicki is Chair of the Compensation Committee; he has served in this role since 2013. The Compensation Committee’s principal responsibility is to review and approve, not less often than annually, all aspects of the compensation arrangements and benefit plans covering the Company's Executive Officers, including the CEO, subject to full Board approval, where appropriate. The Compensation Committee also periodically reviews the compensation of the Board and makes recommendations to the full Board with respect to the types and amounts of compensation payable to the Directors for service on the Company’s Board, the boards of its subsidiary banks, and committees thereof. The Compensation Committee also consults with Management and provides general oversight of the compensation and benefit programs and policies for employees. The Compensation Committee met two times in
2018
, all then serving members attended these meetings. For additional detail regarding executive compensation and the role of the Compensation Committee, see the Compensation Discussion and Analysis section.
|
•
|
Governance Committee:
Mr. Dake is the Chair of the Governance Committee; he has served in this role since 2017. The Governance Committee is specifically charged with establishing procedures with respect to the Director nomination process; reviewing and considering Director nominees, including incumbent nominees, and making recommendations to the Board regarding nominees; reviewing and recommending practices and policies concerning corporate governance; reviewing annually and reporting to the Board regarding the independence of Company Directors and satisfaction by the Board and committee members of applicable requirements or qualifications; reviewing annually and reporting to the Board regarding the performance of the Board; reviewing periodically and making recommendations regarding Company codes of conduct and ethics policies for Directors, Executive Officers and employees and with respect to the Company's committee charters; and reviewing Director training initiatives. The Governance Committee met three times in
2018
, and all then-serving members attended each of these meetings.
|
•
|
Executive Committee:
The main purpose of the Executive Committee is to act on matters that may require immediate attention at a time when it is impractical or inconvenient to convene the entire Board. The Executive Committee has the full authority of the Board, subject to certain restrictions established by law or the Company’s governing documents. For example, the committee is not authorized pursuant to the Bylaws to make submissions to shareholders requiring shareholder approval, fill vacancies on the Board or any of its committees, fix compensation of the Board, make changes to the Bylaws, or repeal any prior resolution of the Board. Because the Board believes proper governance involves the entire Board in the Company’s decision-making process, the Board strives to keep meetings of the Executive Committee to a minimum. The Executive Committee is currently comprised of the Board Chair, Chairs of the three Board Committees, and the Chair of the GFNB/SNB Joint Wealth Management Committee, who is also a Director of the Company. In
2018
, the Executive Committee did not hold any meetings since all matters were able to be addressed during meetings of the full Board and/or its standing committees.
|
•
|
Ms. Casaccio
is President and part-owner of JMZ Architects and Planners, PC ("JMZ"), an architectural firm located in Glens Falls, New York. In 2016, GFNB engaged JMZ to provide architectural, design and space utilization services for the four buildings located in downtown Glens Falls that represent GFNB’s main campus. The project continued in 2017 and 2018. Payments to JMZ totaled approximately $254,450 for
2018
. The Board has determined these minimal payments were well below the objective limits for general Director independence set forth in the NASDAQ
®
listing standards and that the Company’s relationship with JMZ and Ms. Casaccio did not compromise her independence. See “
Related Party Transactions
” later in this section for further information on these business transactions.
|
•
|
Mr. Dake
is President of Stewart’s Shops Corporation ("Stewart's"), a large, private company that owns and operates a regional chain of convenience stores. During
2018
, Arrow Financial Corporation's subsidiary banks made approximately $231,000 in payments to Stewart’s for rent and incidentals for leased space at market rates and other immaterial purchases. This amount is less than 0.014% of Stewart’s annual gross revenue, which exceeds $1.6 billion. The Board has determined that the Company’s payments were below the objective limits for general Director independence set forth in the NASDAQ
®
listing standards and that the Company’s relationship with Stewart’s and Mr. Dake did not compromise his independence. See “
Related Party Transactions
” later in this section for further information on these business transactions.
|
•
|
Mr. Owens
is Managing Partner at the law firm of Stafford, Owens, Piller, Murnane, Kelleher & Trombley, PLLC (“Stafford Owens”). During
2018
, the Company’s subsidiary bank GFNB made $10,812 in payments to Stafford Owens for legal services rendered by the firm to or on behalf of GFNB. Additionally, Stafford Owens received approximately $2,950 in total payments from certain GFNB loan customers in connection with its representation of GFNB at loan closings. The Board determined that the total payments received by Stafford Owens from all sources in connection with the firm's representation of GFNB in
2018
were well below the objective limits for general Director independence set forth in the NASDAQ
®
listing standards and the relationship did not compromise Mr. Owen's independence.
|
•
|
Mr. Read
was elected Mayor of the City of Plattsburgh ("City") effective January 1, 2017. GFNB purchased three municipal bonds from the City in 2009 and four in 2017 as part of its regular portfolio transactions. As of December 31,
2018
, there was $4,500,000 in outstanding principal under these bonds, which was equal to the maximum principal outstanding balance during
2018
. Considering that GFNB was operating consistent with its historical practice in managing its investment portfolio and that the bonds were issued on market terms and are not in default, the Board has determined these bond holdings by GFNB did not compromise Mr. Read’s independence under the rules set forth in the NASDAQ® listing standards. Additionally, in December 2018, GFNB sold its branch located at 25 Margaret Street, Plattsburgh, to the City of Plattsburgh for approximately $500,000 in order to relocate the branch within the downtown district to a newer, more visible and accessible location. Because Mr. Read did not have any personal financial interest in the transaction, and because it was undertaken at arm’s length in exchange for fair value, the Board has determined that the transaction did not compromise Mr. Read’s independence under the rules set forth in the NASDAQ® listing standards. See “
Related Party Transactions
” later in this section for further information on these business transactions.
|
•
|
Audit Committee:
Reviews financial risk exposures by monitoring the independence and performance of the Company’s internal and external auditors, and the quality and integrity of the Company’s financial reporting process and systems of internal controls.
|
•
|
Compensation Committee:
Reviews all aspects of the compensation paid to Executive Officers, Directors and employees in general. The committee assesses the ways, if any, in which any aspect of its executive compensation program may, as an unintended consequence, incentivize action or activities that expose the Company to inappropriate risks.
|
•
|
Governance Committee:
Focuses on the management of risks associated with Board organization, membership and structure, through its nomination process and Director independence assessment, its review of the organizational and governance structure of the Company, and its periodic review of Board practices and policies concerning corporate governance and the Board’s performance.
|
Name
|
Number
of Shares Owned (a) |
Options
Exercisable Within 60 Days |
Total Beneficial Ownership
of Company Common Stock |
Percent of
Shares Outstanding (b) |
||||
Mark L. Behan
|
2,154
|
|
|
257
|
|
2,411
|
|
*
|
Edward J. Campanella
|
17
|
|
|
515
|
|
532
|
|
*
|
Tenée R. Casaccio
|
10,293
|
|
|
2,721
|
|
13,014
|
|
*
|
Michael B. Clarke
|
13,956
|
|
(c)
|
3,302
|
|
17,258
|
|
*
|
Gary C. Dake
|
43,125
|
|
|
2,443
|
|
45,568
|
|
*
|
David S. DeMarco
|
26,177
|
|
|
19,296
|
|
45,473
|
|
*
|
Thomas L. Hoy
|
193,078
|
|
(d)
|
19,085
|
|
212,163
|
|
1.47%
|
David D. Kaiser
|
12,073
|
|
|
22,808
|
|
34,881
|
|
*
|
David G. Kruczlnicki
|
37,556
|
|
|
1,074
|
|
38,630
|
|
*
|
Elizabeth A. Miller
|
23,724
|
|
(e)
|
257
|
|
23,981
|
|
*
|
Thomas J. Murphy
|
48,442
|
|
|
13,398
|
|
61,840
|
|
*
|
Raymond F. O’Conor
|
44,188
|
|
|
257
|
|
44,445
|
|
*
|
William L. Owens
|
5,623
|
|
|
1,583
|
|
7,206
|
|
*
|
Colin L. Read
|
8,317
|
|
|
3,857
|
|
12,174
|
|
*
|
Richard J. Reisman
|
12,736
|
|
|
8,604
|
|
21,340
|
|
*
|
Andrew J. Wise
|
271
|
|
|
908
|
|
1,179
|
|
*
|
Total Shares of Directors and Executive Officers as a Group (16 people)
|
481,730
|
|
|
100,365
|
|
582,095
|
|
4.02%
|
(a)
|
The Company has rounded partial share holdings for purposes of the table data.
|
(b)
|
The use of an asterisk (“*”) denotes a percentage ownership of less than 1%.
|
(c)
|
Includes 12,000 shares held directly by Mr. Clarke’s wife in a revocable trust.
|
(d)
|
Includes 5,676 shares held directly by Mr. Hoy’s wife and 2,851 shares held by Mr. Hoy’s wife in an individual retirement account.
|
(e)
|
Includes 5,555 shares held in the Miller Family Partnership, L.P.
|
Name
|
Shares Owned
|
Percent
|
||||
BlackRock, Inc.
55 East 52
nd
Street
New York, NY 10055
|
1,053,507
|
|
(a)
|
7.28
|
%
|
(b)
|
(a)
|
The listed number of shares of the Company’s common stock by BlackRock, Inc. ("BlackRock") is based solely upon a
Schedule 13G, Amendment No. 9
filed by BlackRock on
February 4, 2019
with the SEC. In that schedule, BlackRock reported that as of December 31,
2018
, it had sole dispositive power over all of these shares and the sole voting power with respect to
1,024,451
shares. BlackRock is an asset management company that provides asset management services to numerous mutual funds.
|
(b)
|
Percentage based on
14,468,454
shares of the Company's common stock outstanding on
March 14, 2019
.
|
Overview
|
Philosophy & Program
|
Process
|
Decisions
|
Other
|
Shareholder Return Performance
|
•
|
Base Salary Adjustments:
The Compensation Committee approved certain base salary increases for each NEO in January of 2018. For Messrs. Campanella and Kaiser, this represents an annual merit-based salary adjustment. For Messrs. DeMarco and Wise this represented a combination of a merit-based increase and a promotional increase given their new expanded roles. Mr. Murphy received an increase partially reflecting merit for the 2018 year and partial reflecting a market-based adjustment given his positioning relative to Chief Executive Officers’ of other comparable banks.
|
•
|
Short-Term Incentive Plan (“STIP”) Awards:
In January of 2019, awards were made to our NEOs based on the achievement of specified Company and individual performance results. Actual bonus payouts as a percentage of target were 124% on average in 2018 for our NEOs.
|
•
|
Long-Term Incentive Plan (“LTIP”) Awards:
In January of 2018, grants of stock options were made to the NEOs under the LTIP. These awards were made to better align our NEOs interests with that of our shareholders and to foster a long-term performance orientation. The awards vest ratably in four equal annual installments which helps promote retention.
|
•
|
New CEO Compensation Arrangement:
In the fall of 2017, the Compensation Committee engaged its independent compensation consultant to perform a comprehensive analysis of our Chief Executive Officer’s total annual compensation. The independent consultant evaluated the competitiveness and structure of the current arrangement and proposed a select number of changes to align the CEO's compensation more strategically with the Company’s compensation objectives, as well as prevailing market practice among similarly situated financial institutions. The following key changes from the review that were approved in early 2018 were (1) the incorporation of an annual Restricted Stock Unit grant that vests after three years and is settled ratably over 10 years post-retirement, and (2) the enhancement of the CEO’s existing Select Executive Retirement Plan.
|
•
|
New Employment Agreements:
In January 2019, the Company entered into new employment agreements with each of Messrs. Murphy, Campanella, DeMarco, Kaiser and Wise.
|
Overview
|
Philosophy & Program
|
Process
|
Decisions
|
Other
|
•
|
Purpose:
Provide a fixed form of compensation for performance of the requirements of the position.
|
•
|
Operation
: In setting or adjusting base salary levels for our NEOs, the Company may consider the following factors: the executive’s position, Company and individual performance, market compensation information, experience, professional standing in the field of banking and financial services and commitment to the community.
|
•
|
Timing
: Base salaries for new hires are set as part of the negotiation process when individuals are being recruited. Base salaries for our NEOs are subsequently reviewed and approved annually by the Compensation Committee, typically in January, so the Compensation Committee can take into account performance results from the complete prior fiscal year, as well as any proposed organizational changes.
|
•
|
Purpose:
Reward Company and individual performance relative to our annual performance goals.
|
•
|
Operation:
Our STIP is based on a comprehensive quantitative and qualitative assessment of both Company and individual performance. In setting goals under the STIP, the Compensation Committee considers multiple inputs, including but not limited to: specific financial goals, trend analysis regarding our financial performance, general business and economic outlook, and individual goals and objectives. The Compensation Committee, in its sole discretion, will determine, on a case-by-case basis, whether an NEO will receive a bonus award for the year and, if so, the amount of this bonus.
|
•
|
Timing:
The Compensation Committee meets at the beginning of each year to determine short-term incentive bonus awards for the previous year when the Company’s final year-end performance is known and can be accurately measured. At the same meeting, the Compensation Committee also typically sets the STIP goals for the current year.
|
•
|
Purpose:
Align the interests of our NEOs with those of our shareholders and foster a long-term performance orientation.
|
•
|
Operation:
Long-term incentive compensation is provided through the Company’s 2013 LTIP. The 2013 LTIP allows for grants of various types of equity awards, such as restricted stock, restricted stock units (RSUs) and stock options. Historically, the Company has provided long-term incentive compensation in the form of stock options, which only provide value to our NEOs if the Company’s stock price increases. Stock options vest 25% per year over a four-year period which promotes participant retention. The stock options have a term of 10 years, which we believe effectively focuses management on long-term performance. In 2018, we expanded the use of long-term incentives to include RSUs for Mr. Murphy. The RSUs granted in 2018 vest 100% after three years but are not settled until after Mr. Murphy has retired. The Compensation Committee believed that this was an effective method of providing Mr. Murphy with retirement-related benefits that are commensurate with his role in a shareholder-friendly manner.
|
•
|
Timing:
The Company’s annual stock option awards and RSUs are generally granted in January each year, shortly after the close of the Company’s fiscal year.
|
•
|
Purpose:
The executive benefit program is intended to provide appropriate security and benefits for our NEOs, allowing them to focus on managing the business.
|
•
|
Operation:
Generally, NEOs are eligible for the benefits package we offer to our full-time employees, which includes medical, dental, life/long-term disability insurance and qualified retirement plans. In addition, our executive compensation program includes a Supplemental Executive Retirement Plan, Deferred Compensation Plan, limited executive perquisites (the personal use of a company automobile and reimbursement of country club dues or a golf course membership), and Employment Agreements. See the following sections for additional information on these programs:
|
•
|
Timing:
All forms of executive benefits are reviewed and approved by the Compensation Committee on an annual basis.
|
•
|
Hedging and Pledging Policies:
The Company has hedging and pledging policies for its Executive Officers who are subject to the SEC’s Section 16 reporting requirements. The policy prohibits Section 16 Officers from entering into financial transactions designed to hedge or offset any decrease in market value of Company common stock. In addition, the Company requires Board approval prior to the pledging of any Company stock by an NEO.
|
•
|
Clawback Policy:
The Company may seek to recover any incentives paid or payable to an NEO on the achievement of financial or operational goals that subsequently are deemed by the Company to be inaccurate, misstated or misleading.
|
•
|
Stock Ownership Policy:
The Company has a stock ownership policy for NEOs. They are required to own shares of the Company’s common stock equal in value to three times base salary for the CEO and equal in value to one times base salary for other NEOs. Until the required ownership is attained, this policy restricts the NEO’s ability to sell shares of the Company’s common stock obtained through the 2013 LTIP (or predecessor plans). These stock ownership requirements are measured by the Compensation Committee each year, using holdings valued as of December 31 of the previous year. Common shares owned outright or vested shares held through benefit plans are currently counted toward the stock ownership requirement. Individuals have five years from appointment or promotion as an NEO to meet these requirements. The independent members of the Board have the discretion to address and approve exceptions on a case-by-case basis.
|
•
|
No Tax Gross-Ups:
The Company does not pay any taxes that are owed by its NEOs.
|
•
|
Double-Trigger Mechanism:
Employment agreements for all NEOs include a “double-trigger” mechanism for change-of-control payments.
|
•
|
No Stock Option Repricing:
The Company has never repriced stock options. The 2013 LTIP prohibits repricing without shareholder approval.
|
Overview
|
Philosophy & Program
|
Process
|
Decisions
|
Other
|
•
|
The Compensation Committee
. Oversees our executive compensation policies and process. The Committee is responsible for the final decisions on components of executive compensation for the CEO and the other NEOs and makes recommendations to the full Board as needed. The Compensation Committee is also responsible for reviewing and approving all aspects of compensation of our CEO and other NEOs, and it receives input from the CEO and the full Board on key compensation policy issues.
|
•
|
The Committee’s Independent Consultant.
During 2018, the Compensation Committee retained the services of Pearl Meyer & Partners, LLC (“Pearl Meyer”) to provide assistance regarding executive compensation and support with compensation policies and proxy disclosure. Pearl Meyer provided no other consulting services for the Company in 2018 and has certified its independence for the Committee.
|
•
|
Company Management:
Our CEO provides the Compensation Committee with an annual review of his own goals for the Company, including broad performance and individual goals, as well as a performance assessment for each of the other NEOs. Management also provides information and data on Company and individual performance and executive compensation to the Compensation Committee. Although our CEO provides insight and recommendations regarding NEO compensation, the Compensation Committee votes on decisions regarding NEO compensation. Where appropriate, the Board will also make recommendations or determinations or give its approval regarding NEO compensation. Although the Compensation Committee meets with our CEO to obtain his views, goals and assessments regarding compensation matters, as discussed above, the decisions regarding his compensation package are made solely by the Compensation Committee without the CEO or other NEOs present.
|
Blue Hills Bancorp, Inc.
Camden National Corp.
Citizens & Northern Corp.
CNB Financial Corp.
Enterprise Bancorp, Inc.
First Community Bancshares, Inc.
|
First Connecticut Bancorp, Inc.
First Defiance Financial Corp.
Hampton Roads Bankshares, Inc.
Merchants Bancshares, Inc.
OceanFirst Financial Corp.
Orrstown Financial Services, Inc.
|
Peapack-Gladstone Financial Corp.
Peoples Bancorp Inc.
Peoples Financial Services Corp.
Sun Bancorp, Inc.
Univest Corporation of Pennsylvania
Westfield Financial, Inc.
|
Bar Harbor Bankshares
Blue Hills Bancorp, Inc.
Bryn Mawr Bank Corp.
Camden National Corp.
CNB Financial Corp.
Enterprise Bancorp, Inc.
Financial Institutions, Inc.
|
First Bancorp, Inc.
First Community Bancshares, Inc.
First Connecticut Bancorp, Inc.
First Defiance Financial Corp.
HarborOne Bancorp, Inc.
OceanFirst Financial Corp.
Peapack-Gladstone Financial Corp.
|
Peoples Bancorp, Inc.
Peoples Financial Services Corp.
Sun Bancorp, Inc.
Univest Corporation of Pennsylvania
Washington Trust Bancorp, Inc.
Western New England Bancorp, Inc.
|
Overview
|
Philosophy & Program
|
Process
|
Decisions
|
Other
|
Named
Executive Officer
|
2017
Salary
|
January 2018 Raise
|
2018
Salary
|
Nature of Increase
|
|
% of Base Salary
|
Amount
|
||||
Thomas J. Murphy
|
$440,000
|
11.4%
|
$50,000
|
$490,000
|
Merit and market adjustment
|
Edward J. Campanella
|
$225,000
|
4.4%
|
$10,000
|
$235,000
|
Merit
|
David S. DeMarco
|
$265,000
|
9.4%
|
$25,000
|
$290,000
|
Merit and promotion
|
David D. Kaiser
|
$225,000
|
4.4%
|
$10,000
|
$235,000
|
Merit
|
Andrew J. Wise
|
$175,000
|
11.4%
|
$20,000
|
$195,000
|
Merit and promotion
|
1.
|
Determining the Individual NEO STIP Funding Maximums:
To determine individual NEO STIP maximum bonus payouts for the year, the Compensation Committee uses Internal Net Operating Earnings (“Internal NOE”), which is different from U.S. Generally Accepted Accounting Principles (“GAAP”) in that it represents the net income of the Company before considering significant nonrecurring items, net of tax. The significant nonrecurring items are reviewed by the Compensation Committee on a case-by-case basis to determine their appropriateness for inclusion or exclusion from the calculation. Items are included to the extent that they are relevant, regularly recurring and deemed to be in the normal course of business operations.
|
Named Executive Officer
|
Base Salary
|
Target STIP %
|
Target STIP Amount
|
Maximum STIP Payouts
|
Thomas J. Murphy
|
$490,000
|
40%
|
$196,000
|
$245,000
|
Edward J. Campanella
|
$235,000
|
30%
|
$70,500
|
$88,125
|
David S. DeMarco
|
$290,000
|
30%
|
$87,000
|
$108,750
|
David D. Kaiser
|
$235,000
|
30%
|
$70,500
|
$88,125
|
Andrew J. Wise
|
$195,000
|
30%
|
$58,500
|
$73,125
|
2.
|
Financial Performance Assessment:
The Company then performs an assessment of financial performance using the basket of weighted Company performance measures that were approved at the beginning of the year. The Compensation Committee believes this structure provides an appropriate portfolio of performance goals and a balanced perspective while ensuring sound risk management. In the case of each goal, participants can receive less than the stated amount if the goal is not met, but not greater than such amount if the goal is exceeded. The following table shows the performance measure and goal weighting for 2018:
|
Company Performance Measure
|
Weighting
for Goals (CEO)
|
Weighting
for Goals
(Other NEOs)
|
Target Goal
|
Actual Achieved
|
% Funded
CEO
|
% Funded Other NEOs
|
|||
Internal NOE ($M)
|
60%
|
80%
|
$35.0
|
$36.1
|
60.0%
|
80.0%
|
|
||
ROE (using Internal NOE)
|
10%
|
5%
|
13.50
|
%
|
14.19
|
%
|
10.0%
|
5.0%
|
|
Efficiency Ratio
|
10%
|
5%
|
57.0
|
%
|
57.3
|
%
|
9.9%
|
4.9%
|
|
Non-Performing Loans
|
10%
|
5%
|
0.5
|
%
|
0.2
|
%
|
10.0%
|
5.0%
|
|
Net Charge-Offs
|
10%
|
5%
|
0.15
|
%
|
0.03
|
%
|
10.0%
|
5.0%
|
|
Total
|
100%
|
100%
|
|
|
99.9%
|
99.9
|
%
|
3.
|
Individual Performance:
The Compensation Committee also performs an overall assessment of each NEO's performance (excluding the CEO for purposes of STIP measurement) based on a combination of Company, team, and individual goals, with a maximum score of 100% if the individual fully meets expectations. The Compensation Committee relies on input from the CEO for assessment of the other NEOs. Based on the CEO's assessment, the Committee approved individual achievement against individual performance goals for each NEO (excluding the CEO) at 100%.
|
Named
Executive Officer
|
Resulting Percent Achieved
|
Edward J. Campanella
|
100%
|
David S. DeMarco
|
100%
|
David D. Kaiser
|
100%
|
Andrew J. Wise
|
100%
|
4.
|
Application of Corporate and Individual Goal Weighting:
The next step in determining the NEO’s STIP awards is the application of the relative weighting assigned to Company performance versus individual performance for that NEO. Typically, the relative weighting for NEOs is based on their position with the Company.
|
Named
Executive Officer
|
Bonus Weighting
|
|
% Company
|
% Individual
|
|
Thomas J. Murphy
|
100%
|
--
|
Edward J. Campanella
|
50%
|
50%
|
David S. DeMarco
|
50%
|
50%
|
David D. Kaiser
|
50%
|
50%
|
Andrew J. Wise
|
25%
|
75%
|
Named
Executive Officer
|
2018 Annual Incentive
Actual Awards
|
|
Amount
|
% of Base Salary
|
|
Thomas J. Murphy
|
$244,588
|
49.9%
|
Edward J. Campanella
|
$88,000
|
37.4%
|
David S. DeMarco
|
$108,500
|
37.4%
|
David D. Kaiser
|
$88,000
|
37.4%
|
Andrew J. Wise
|
$71,000
|
36.4%
|
Named
Executive Officer
|
Stock Option Grants in
January 2018
(# shares)
|
Grant Date Fair Value of
January 2018 Option Awards
|
Thomas J. Murphy
|
10,000
|
$57,600
|
Edward J. Campanella
|
2,000
|
$11,520
|
David S. DeMarco
|
5,000
|
$28,800
|
David D. Kaiser
|
5,000
|
$28,800
|
Andrew J. Wise
|
2,500
|
$14,400
|
•
|
New Employment Agreements.
The Company entered into new employment agreements with Messrs. Murphy, Campanella, DeMarco, Kaiser, and Wise effective February 1, 2018. The Compensation Committee and our Board will continue to review the appropriateness of employment agreements on a case-by-case basis. The employment agreements are described in more detail in the Agreements with Named Executive Officers section.
|
•
|
Supplemental Executive Retirement Program
. In 2018, the Compensation Committee approved the adjustment of Mr. Murphy’s existing retirement arrangement as well as an award of special retirement benefits. The changes are described in more detail in the Executive Compensation section.
|
Overview
|
Philosophy & Program
|
Process
|
Decisions
|
Other
|
•
|
Our compensation program contains an appropriate balance of fixed and variable compensation.
|
•
|
The Company offers incentive compensation in multiple forms, including, historically, the award of stock options that vest over time. In addition, the new RSU program for our CEO creates significant alignment with shareholders both during employment with our Company and after retirement, assuming he meets the vesting criteria or retirement eligibility.
|
•
|
Our STIP contains both a threshold and maximum payment, protecting the Company from the extreme levels of risk that accompany unlimited upside incentive compensation programs and inappropriate pay and performance alignment.
|
•
|
Although there is a formula for determining the dollar amount of the annual STIP bonus awards, the Compensation Committee retains full discretion for making STIP bonus awards to our Executive Officers. There have been years in which these awards could have been made based on the formula but were not given to the Executive Officers.
|
•
|
The Company has share ownership guidelines that further promote and incentivize long-term thinking to serve the best interests of the Company.
|
•
|
Our benefits programs are competitive with the market and provide for reasonable base line levels of health, welfare and security, further enhancing the risk-mitigating aspects of our overall program.
|
•
|
We have adopted a “clawback” policy that will allow us to seek to recover any incentive paid or payable to an Executive Officer on the achievement of financial or operational goals that subsequently are deemed by the Company to be inaccurate, misstated or misleading.
|
•
|
Summary Compensation
|
•
|
Grants of Plan-Based Awards
|
•
|
Outstanding Equity Awards at Fiscal Year-End
|
•
|
Option Exercises and Stock Vested
|
•
|
Pension Benefits
|
Name and
Principal Position
|
Year
|
Salary
|
Bonus
|
Stock Awards (d)
|
Option Awards (e)
|
Non-Equity Incentive Plan Compensation
(f)
|
Change in Pension Value and Nonqualified Deferred
Compensation Earnings (g)
|
All Other Compen-sation (h)
|
Total
|
|||
Thomas J. Murphy
President and CEO |
2018
|
$490,000
|
|
—
|
$110,010
|
$57,600
|
$244,588
|
$415,879
|
$17,467
|
$1,335,544
|
||
2017
|
$440,000
|
|
—
|
—
|
$64,400
|
$207,000
|
$87,800
|
$16,646
|
$815,846
|
|||
2016
|
$366,000
|
(a)
|
—
|
—
|
$57,707
|
$161,000
|
$71,616
|
$15,438
|
$671,761
|
|||
Edward J. Campanella
Senior Vice President, Treasurer and CFO |
2018
|
$235,000
|
|
—
|
—
|
$11,520
|
$88,000
|
$2,764
|
$6,066
|
$343,350
|
||
2017
|
$69,235
|
(b)
|
—
|
—
|
—
|
|
$26,500
|
—
|
|
$324
|
$96,059
|
|
David S. DeMarco
Senior Vice President and CBO |
2018
|
$290,000
|
|
—
|
—
|
$28,800
|
$108,500
|
$69,059
|
$27,960
|
$524,319
|
||
2017
|
$265,000
|
|
—
|
—
|
$32,200
|
$93,500
|
$69,456
|
$16,172
|
$476,328
|
|||
2016
|
$250,000
|
|
—
|
—
|
$28,853
|
$82,500
|
$40,476
|
$14,333
|
$416,162
|
|||
David D. Kaiser
Senior Vice President |
2018
|
$235,000
|
|
—
|
—
|
$28,800
|
$88,000
|
$46,681
|
$28,204
|
$426,685
|
||
2017
|
$225,000
|
|
—
|
—
|
$32,200
|
$80,000
|
$49,165
|
$28,493
|
$414,858
|
|||
2016
|
$210,000
|
|
—
|
—
|
$28,853
|
$70,000
|
$31,714
|
$25,772
|
$366,339
|
|||
Andrew J. Wise
Senior Vice President and COO (c) |
2018
|
$195,000
|
|
—
|
—
|
$14,400
|
$71,000
|
$5,849
|
$26,929
|
$313,178
|
(a)
|
Mr. Murphy’s annual salary was $332,000 from January to June; it increased to $400,000 in July, resulting in an average of approximately $366,000 for the year.
|
(b)
|
Mr. Campanella joined the Company on September 5, 2017, at which time his annualized base salary was $225,000.
|
(d)
|
This column sets forth the dollar value of the RSUs granted under the Company’s under the 2013 LTIP for each of the listed years, calculated in accordance with FASB ASC TOPIC 718 using the assumptions referred to in the Company's financial statements, footnotes to financial statements and Management's Discussions and Analysis in the Company's Form 10-K for the year ended December 31, 2018. The estimated value of each RSU granted in 2018 under the 2013 LTIP was $33.55, based on the fair market value of the Company's common stock on the date on which the RSUs were granted.
|
(e)
|
This column sets forth the dollar value of option awards granted under the Company’s compensatory stock plans for each of the listed years, calculated in accordance with FASB ASC TOPIC 718 using the assumptions referred in the Company's financial statements, footnotes to financial statements and Management's Discussions and Analysis in the Company's Form 10-K for the year ended December 31, 2018. The estimated value of each stock option granted under the 2013 LTIP, in each case using the Black-Scholes model to estimate fair value, $5.77 per option share in 2016 (all grants were made January 27, 2016); $6.44 per option share in 2017 (all grants were made January 25, 2017) and $
5.76
per option share in
2018
(all grants were made
January 31, 2018
). All such stock options vest ratably in equal installments over the first four anniversaries following the date of grant.
|
(f)
|
This column sets forth the short-term incentive bonus payments made under the Company’s STIP for each of the listed years, based on the financial performance of the Company, strategic Company results and individual performance factors during that year, as applicable. STIP amounts payable for a given year are generally paid in January of the succeeding year.
|
(g)
|
This column sets forth the actuarial increase during each of the listed years in the present value of the retirement benefits under qualified pension plans and nonqualified deferred compensation plans established by the Company that cover such NEO, determined using interest rate, mortality rate and other assumptions consistent with those used in the Company’s financial statements. The increase in present value of retirement benefits reported for each of the NEOs for
2018
includes (i) under the Company’s Employees’ Pension Plan (“Pension Plan”), $82,997 for Mr. Murphy, $2,764 for Mr. Campanella, $43,107 for Mr. DeMarco, $39,796 for Mr. Kaiser and $5,849 for Mr. Wise and (ii) under the Company’s SERP, $332,882 for Mr. Murphy, $25,952 for Mr. DeMarco and $6,885 for Mr. Kaiser.
|
(h)
|
All Other Compensation includes the following components for
2018
:
|
Name
|
Company Contribution
to ESOP
|
Life Insurance Premiums Paid by Company for Benefit of NEO
|
Dollar Value of Discount in Share Price for Company Common Stock Purchased Under Employees' Stock Purchase Plan
|
Perquisites Received Greater than $10,000
|
Total Other Compensation
|
||||
Thomas J. Murphy
|
$16,450
|
$385
|
$632
|
—
|
|
(a)
|
$17,467
|
||
Edward J. Campanella
|
3,785
|
|
$2,281
|
—
|
|
—
|
|
(a)
|
$6,066
|
David S. DeMarco
|
$16,450
|
$385
|
$158
|
$10,967
|
(b)
|
$27,960
|
|||
David D. Kaiser
|
$16,450
|
$385
|
$32
|
$11,337
|
(b)
|
$28,204
|
|||
Andrew J. Wise
|
$14,035
|
$2,060
|
$63
|
$10,771
|
(b)
|
$26,929
|
(a)
|
Messrs. Murphy and Campanella did not receive more than $10,000 in perquisites in
2018
.
|
(b)
|
Messrs. DeMarco, Kaiser and Wise received both a country club membership and personal use of a Company vehicle.
|
Name
|
Grant Date
|
Estimated Future Payouts
Under Non-Equity
Incentive Plan
|
Estimated Future Payouts
Under Equity
Incentive Plan
|
All Other Stock Awards:
Number of Shares of Stock or Units
|
All Other Option Awards:
Number of
Securities
Underlying Options
|
Exercise or Base Price of Option Awards
($/Share)
|
Grant Date Fair Value of Stock and Option Awards
|
||||||
Threshold
(a)
|
Target
|
Maxi- mum
|
Threshold
|
Target
|
Maxi- mum
|
||||||||
Thomas J. Murphy
|
—
|
$98,000
|
$196,000
|
$294,000
|
—
|
—
|
—
|
—
|
—
|
—
|
—
|
|
|
1/31/2018
|
|
|
|
|
|
|
|
10,000
|
|
$32.80
|
$57,600
|
||
Edward J. Campanella
|
|
$35,250
|
$70,500
|
$105,750
|
—
|
—
|
—
|
—
|
—
|
|
—
|
—
|
|
1/31/2018
|
|
|
|
|
|
|
|
2,000
|
|
$32.80
|
$11,520
|
||
David S. DeMarco
|
—
|
$43,500
|
$87,000
|
$130,500
|
—
|
—
|
—
|
—
|
—
|
|
—
|
—
|
|
1/31/2018
|
|
|
|
|
|
|
|
5,000
|
|
$32.80
|
$28,800
|
||
David D. Kaiser
|
—
|
$35,250
|
$70,500
|
$105,750
|
—
|
—
|
—
|
—
|
—
|
|
—
|
—
|
|
1/31/2018
|
|
|
|
|
|
|
|
5,000
|
|
$32.80
|
$28,800
|
||
Andrew J. Wise
|
|
$29,250
|
$58,500
|
$87,750
|
—
|
—
|
—
|
—
|
—
|
|
—
|
—
|
|
1/31/2018
|
|
|
|
|
|
|
|
2,500
|
|
$32.80
|
$14,400
|
(a)
|
The threshold incentive award to any covered person under the STIP, including an NEO, is not the minimum bonus payment such person may receive under the STIP. The Compensation Committee may choose to pay a bonus under the STIP to any covered person,
including an NEO, that is less than their threshold incentive award, or not to pay such person any bonus under the STIP, even if applicable performance thresholds or targets have been met by the Company and/or such person for the year in question.
|
Name
|
Securities Underlying Unexercised Options (Exercisable)
|
Securities Underlying Unexercised Options
(Unexercisable)
(a)
|
Equity Incentive Plan Awards:
Securities Underlying Unexercised Unearned Options
|
Option Exercise Price
|
Option Expiration
Date
|
Shares or Units of Stock Not Vested (b)
|
Market Value of Shares or
Units of Stock Not Vested
|
Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights Not Vested
|
Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights Not Vested
|
||
Thomas J. Murphy
|
—
|
2,786
|
|
—
|
$23.19
|
1/28/2025
|
—
|
—
|
—
|
—
|
|
—
|
5,463
|
|
—
|
$23.66
|
1/27/2026
|
—
|
—
|
—
|
—
|
||
2,652
|
7,958
|
|
—
|
$35.07
|
1/25/2027
|
—
|
—
|
—
|
—
|
||
—
|
10,300
|
|
—
|
$31.84
|
1/31/2028
|
—
|
—
|
—
|
—
|
||
—
|
—
|
|
—
|
—
|
|
—
|
3,377
|
$111,509
|
—
|
—
|
|
Edward J. Campanella
|
—
|
2,060
|
|
—
|
$31.84
|
1/31/2028
|
—
|
—
|
—
|
—
|
|
David S. DeMarco
|
5,685
|
—
|
|
—
|
$21.99
|
1/29/2024
|
—
|
—
|
—
|
—
|
|
4,179
|
1,394
|
|
—
|
$23.19
|
1/28/2025
|
—
|
—
|
—
|
—
|
||
2,732
|
2,732
|
|
—
|
$23.66
|
1/27/2026
|
—
|
—
|
—
|
—
|
||
1,325
|
3,979
|
|
—
|
$35.07
|
1/25/2027
|
—
|
—
|
—
|
—
|
||
—
|
5,150
|
|
—
|
$31.84
|
1/31/2028
|
—
|
—
|
—
|
—
|
||
David D. Kaiser
|
3,136
|
—
|
|
—
|
$19.58
|
1/27/2020
|
—
|
—
|
—
|
—
|
|
3,048
|
—
|
|
—
|
$20.90
|
1/26/2021
|
—
|
—
|
—
|
—
|
||
2,957
|
—
|
|
—
|
$21.50
|
1/25/2022
|
—
|
—
|
—
|
—
|
||
2,842
|
—
|
|
—
|
$21.99
|
1/29/2024
|
—
|
—
|
—
|
—
|
||
2,090
|
697
|
|
—
|
$23.19
|
1/28/2025
|
—
|
—
|
—
|
—
|
||
2,732
|
2,732
|
|
—
|
$23.66
|
1/27/2026
|
—
|
—
|
—
|
—
|
||
1,327
|
3,978
|
|
—
|
$35.07
|
1/25/2027
|
—
|
—
|
—
|
—
|
||
—
|
5,150
|
|
—
|
$31.84
|
1/31/2028
|
—
|
—
|
—
|
—
|
||
Andrew J. Wise
|
132
|
398
|
|
—
|
$35.07
|
1/25/2027
|
—
|
—
|
—
|
—
|
|
—
|
2,575
|
|
—
|
$31.84
|
1/31/2028
|
—
|
—
|
—
|
—
|
(a)
|
All stock options vest ratably in equal installments over the first four anniversaries following the date of the grant.
|
(b)
|
Mr. Murphy's RSUs will vest 100% on the third anniversary of the grant date, but will not settle until his retirement.
|
Name
|
Option Awards
|
|
Number Shares Acquired on Exercise
(a)
|
Value Realized
on Exercise
(b)
|
|
Thomas J. Murphy
|
8,360
|
$114,234
|
Edward J. Campanella
|
—
|
—
|
David S. DeMarco
|
4,140
|
$62,928
|
David D. Kaiser
|
3,232
|
$55,849
|
Andrew J. Wise
|
—
|
—
|
(a)
|
Represents the total number of shares subject to stock options that the NEO exercised during the year, restated for the September 27, 2018 3% stock dividend, if applicable.
|
(b)
|
Represents the “spread” of options on the date of exercise, i.e., the difference between the dollar value of the shares of common stock for which options were exercised, based on the market price of the Company's common stock on the date of exercise, and the exercise price (purchase price) of such shares under the options.
|
Name
|
Plan Name
|
Years of
Credited Service
|
Value of Accumulated Benefit as of 12/31/18
|
Payments During
Last Fiscal Year
|
||
Thomas J. Murphy
|
Retirement Plan
|
14.00
|
|
$308,765
|
—
|
|
SERP
|
6.00
|
|
$455,428
|
—
|
||
Edward J. Campanella
|
Retirement Plan
|
1.00
|
|
$2,764
|
—
|
|
SERP
|
—
|
|
—
|
|
—
|
|
David S. DeMarco
|
Retirement Plan
|
31.08
|
|
$497,482
|
—
|
|
SERP
|
6.00
|
|
$50,700
|
—
|
||
David D. Kaiser
|
Retirement Plan
|
18.00
|
|
$341,968
|
—
|
|
SERP
|
2.00
|
|
$9,187
|
—
|
||
Andrew J. Wise
|
Retirement Plan
|
2.00
|
|
$12,060
|
—
|
|
SERP
|
—
|
|
—
|
|
—
|
Name and
Principal Position |
Type of
Payment |
Involuntary Termination Without Cause or Voluntary Termination with Good Reason
|
Change of Control
(a) |
Retirement
|
Death or Disability
|
||
Thomas J. Murphy
President and CEO |
Cash Compensation
|
$1,020,833
|
(b)
|
$1,518,097
|
(g)
|
$0
|
$0
|
Stock Options
(c)
|
$0
|
|
$72,125
|
|
$0
|
$72,125
|
|
Restricted Stock Units
(d)
|
$0
|
|
$108,132
|
|
$0
|
$108,132
|
|
SERP – Pension & ESOP
(e)
|
$542,145
|
|
$542,145
|
|
$542,145
|
$542,145
|
|
Health and Welfare Benefits
(f)
|
$0
|
|
$17,093
|
|
$0
|
$0
|
|
Total
|
$1,562,978
|
|
$2,257,592
|
|
$542,145
|
$722,402
|
|
Edward J. Campanella
Senior Vice President, Treasurer and CFO |
Cash Compensation
|
$254,583
|
(b)
|
$574,129
|
(g)
|
$0
|
$0
|
Stock Options
(c)
|
$0
|
|
$371
|
|
$0
|
$371
|
|
Restricted Stock Units
|
$0
|
|
$0
|
|
$0
|
$0
|
|
SERP – Pension & ESOP
|
$0
|
|
$0
|
|
$0
|
$0
|
|
Health and Welfare Benefits
(f)
|
$0
|
|
$12,740
|
|
$0
|
$0
|
|
Total
|
$254,583
|
|
$587,240
|
|
$0
|
$371
|
|
David S. DeMarco
Senior Vice President and CBO |
Cash Compensation
|
$314,167
|
(b)
|
$645,724
|
(g)
|
$0
|
$0
|
Stock Options
(c)
|
$0
|
|
$36,076
|
|
$0
|
$36,076
|
|
Restricted Stock Units
|
$0
|
|
$0
|
|
$0
|
$0
|
|
SERP – Pension & ESOP
(e)
|
$70,501
|
|
$70,501
|
|
$70,501
|
$70,501
|
|
Health and Welfare Benefits
(f)
|
$0
|
|
$22,894
|
|
$0
|
$0
|
|
Total
|
$384,668
|
|
$775,195
|
|
$70,501
|
$106,577
|
|
David D. Kaiser Senior Vice President
|
Cash Compensation
|
$254,583
|
(b)
|
$529,479
|
(g)
|
$0
|
$0
|
Stock Options
(c)
|
$0
|
|
$29,921
|
|
$0
|
$29,921
|
|
Restricted Stock Units
|
$0
|
|
$0
|
|
$0
|
$0
|
|
SERP – Pension & ESOP
(e)
|
$11,551
|
|
$11,551
|
|
$11,551
|
$11,551
|
|
Health and Welfare Benefits
(f)
|
$0
|
|
$22,984
|
|
$0
|
$0
|
|
Total
|
$266,134
|
|
$593,935
|
|
$11,551
|
$41,472
|
|
Andrew J. Wise, Senior Vice President and COO
|
Cash Compensation
|
$211,250
|
(b)
|
$436,870
|
(g)
|
$0
|
$0
|
Stock Options
(c)
|
$0
|
|
$464
|
|
$0
|
$464
|
|
Restricted Stock Units
|
$0
|
|
$0
|
|
$0
|
$0
|
|
SERP – Pension & ESOP
|
$0
|
|
$0
|
|
$0
|
$0
|
|
Health and Welfare Benefits
(f)
|
$0
|
|
$26,262
|
|
$0
|
$0
|
|
|
Total
|
$211,250
|
|
$463,596
|
|
$0
|
$464
|
(a)
|
Assuming termination of an NEO's employment by the Company without cause or by the NEO for good reason within 12 months following a change of control, Messrs. Murphy, Campanella, DeMarco, Kaiser and Wise will each receive an amount payable in installments or, in the event of unforeseeable emergency, in a lump-sum equal to, for Mr. Murphy, 2.99 times the average annual compensation for the most recent five taxable years, and in the case of Messrs. Campanella, DeMarco, Kaiser and WIse, two times the average annual compensation for the most recent five taxable years, in each case adjusted downward to reflect any other change-of-control payment or benefits they might receive under other compensatory arrangements then in effect, such as the value they might receive from accelerated vesting of stock options. Their agreements further provide that under no circumstances will Messrs. Murphy, Campanella, DeMarco, Kaiser and WIse receive payments under the employment agreements if such payments would constitute an “excess parachute payment” under the tax laws.
|
(b)
|
Messrs. Murphy, Campanella, DeMarco, Kaiser and Wise will each receive a lump-sum payment equal to the greater of the amount of (i) their base salary payable during the remaining term of the agreement in effect on December 31,
2018
or (ii) one year’s base salary.
|
(c)
|
Reflects accelerated vesting of stock options.
|
(d)
|
Reflects accelerated vesting of the restricted stock unit as a result of death, disability (as defined in the applicable award agreement) or upon the attainment of age 55 and 10 years of service or attainment of a combined age and years of service totaling 65.
|
(e)
|
Represents $455,428 for benefits under the SERP pension plan and $86,717 for SERP ESOP account value for Mr. Murphy; $50,700 for benefits under the SERP pension plan and $19,801 for SERP ESOP account value for Mr. DeMarco; and $9,187 for benefits under the SERP pension plan and $2,364 for SERP ESOP account value for Mr. Kaiser. SERP pension plan benefits are payable in the form of an annuity and SERP ESOP account values are payable in a lump sum.
|
(f)
|
Represents the projected cost for 24 months of medical and dental insurance coverage under the Company’s fully insured medical and self-insured dental plans, assuming continued cost-sharing by the NEO, plus continued premium payments for 24 months of term life insurance and split-dollar insurance policies.
|
(g)
|
For Mr. Murphy, the lump-sum amount
$1,518,097
is adjusted downward by $180,257 as a result of accelerated vesting of stock options and RSUs. For Mr. Campanella, the lump-sum amount
$574,129
is adjusted downward by
$371
as a result of accelerated vesting of stock options. For Mr. DeMarco, the lump-sum amount
$645,724
is adjusted downward by
$36,076
as a result of accelerated vesting of stock options. For Mr. Kaiser, the lump-sum amount
$529,479
is adjusted downward by
$29,921
as a result of accelerated vesting of stock options. For Mr. Wise, the lump-sum amount
$436,870
is adjusted downward by
$464
as a result of accelerated vesting of stock options.
|
1 Year Arrow Financial Chart |
1 Month Arrow Financial Chart |
It looks like you are not logged in. Click the button below to log in and keep track of your recent history.
Support: +44 (0) 203 8794 460 | support@advfn.com
By accessing the services available at ADVFN you are agreeing to be bound by ADVFN's Terms & Conditions