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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Middleburg Financial Corp. | NASDAQ:MBRG | NASDAQ | Common Stock |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 40.04 | 39.29 | 40.53 | 0 | 01:00:00 |
|
Virginia
(State or other jurisdiction of incorporation or organization)
|
|
54-1696103
(I.R.S. Employer Identification No.)
|
111 West Washington Street, Middleburg, Virginia
(Address of principal executive offices)
|
|
20117
(Zip Code)
|
Title of each class
|
|
Name of each exchange
on which registered
|
Common Stock, par value $2.50 per share
|
|
Nasdaq Stock Market
|
|
Large accelerated filer
¨
|
Accelerated filer
þ
|
|
Non-accelerated filer
¨
(Do not check if a smaller reporting company)
|
Smaller reporting company
¨
|
|
ITEM 10.
|
DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
|
ITEM 11.
|
EXECUTIVE COMPENSATION
|
•
|
Review of services provided to the Company, determining that all consulting services were provided directly to the Committee or with the Committee’s advance review and approval;
|
•
|
Review and determination that the consultant’s total fees for services to the Company were not a material percentage of Matthews, Young’s total consulting revenues;
|
•
|
Discussion of the policies and procedures employed by Matthews, Young to prevent conflicts of interest;
|
•
|
Determination that the consultant has no business or personal relationship with any member of the Committee;
|
•
|
Determination that the consultant owns no common stock in the Company; and
|
•
|
Determination that the consultant has no business or personal relationship with any member of executive management.
|
•
|
Support our business strategy and business plan with clearly communicated expectations for executive officers related to our common goals.
|
•
|
Align executive pay with shareholders’ interests.
|
•
|
Recognize individual initiative and achievements.
|
•
|
Balancing Shareholder and Executive Interests
|
•
|
Competitiveness and Reasonableness
|
•
|
Balancing Pay-for-Performance with Safety and Soundness
|
•
|
Executive Investment in the Company
|
•
|
Our financial and operating performance, measured by attainment of specific strategic objectives and operating results.
|
•
|
The Chief Executive Officer’s review of the duties, responsibilities and performance of each executive officer. These include the achievement of identified goals for the year as they pertain to the areas of our operations for which the executive is personally responsible and accountable.
|
•
|
Historical cash and equity compensation levels.
|
•
|
Comparative industry market data to assess compensation competitiveness.
|
Access National Corp - Reston, VA
|
Old Point Financial Corp - Hampton, VA
|
American National Bankshares, - Danville, VA
|
Park Sterling Corp - Charlotte, NC
|
C&F Financial Corp - West Point, VA
|
Paragon Commercial Corp - Raleigh, NC
|
Cardinal Financial Corp - McLean, VA
|
Peoples Bancorp of North Carolina - Newton, NC
|
Community Bankers Trust - Richmond, VA
|
Porter Bancorp - Louisville, KY
|
Eagle Financial Services - Berryville, VA
|
SY Bancorp - Louisville, KY
|
Eastern Virginia Bankshares - Tappahannock, VA
|
Shore Bancshares - Easton, MD
|
Fauquier Bankshares - Warrenton, VA
|
Southern National Bancorp - Charlottesville, VA
|
First South Bancorp - Washington, NC
|
Tri-County Financial Corp - Waldorf, MD
|
Old Line Bancshares - Bowie, MD
|
WashingtonFirst Bancshares - Washington, D.C.
|
Name and Position
|
|
2016 Annual Salary
|
|
Percent Change from 2015
|
||
Gary R. Shook, President and Chief Executive Officer
|
|
$
|
396,740
|
|
|
1.57%
|
Jeffrey H. Culver, SEVP, Chief Operating Officer
|
|
$
|
285,398
|
|
|
2.29%
|
Rajesh Mehra, EVP, Chief Financial Officer
|
|
$
|
229,356
|
|
|
2.29%
|
David L. Hartley, President, Middleburg Investment Group
|
|
$
|
223,129
|
|
|
2.29%
|
Mark A. McLean, EVP, Chief Lending Officer
|
|
$
|
202,292
|
|
|
2.32%
|
Participant
|
|
Net Income
|
|
|
|
ROAA
|
|
|
|
ROAE
|
|
|
|
Efficiency Ratio
|
|
Net Interest Margin
|
|
|
|
Individual Goals
|
CEO & President
|
|
20%
|
|
+
|
|
20%
|
|
+
|
|
20%
|
|
+
|
|
20%
|
|
20%
|
|
+
|
|
—
|
SEVP, COO
|
|
20%
|
|
+
|
|
20%
|
|
+
|
|
20%
|
|
+
|
|
20%
|
|
10%
|
|
+
|
|
10%
|
EVP, CFO
|
|
20%
|
|
+
|
|
20%
|
|
+
|
|
20%
|
|
+
|
|
20%
|
|
10%
|
|
+
|
|
10%
|
President, MIG
|
|
20%
|
|
+
|
|
20%
|
|
+
|
|
20%
|
|
+
|
|
20%
|
|
10%
|
|
+
|
|
10%
|
EVP, Chief Lending Officer
|
|
20%
|
|
+
|
|
20%
|
|
+
|
|
20%
|
|
+
|
|
20%
|
|
10%
|
|
+
|
|
10%
|
Nonperforming Assets %
|
|
Impact on Incentives
|
> 2.5%
|
|
(15)%
|
.5% to 2.5%
|
|
—
|
< .5%
|
|
15%
|
•
|
Mr. Shook 1,500 shares
|
•
|
Mr. Culver 1,500 shares
|
•
|
Mr. Mehra 1,500 shares
|
•
|
Mr. Hartley 1,500 shares
|
•
|
Mr. McLean 1,000 shares
|
•
|
2016 - 2018: 33.3%
|
•
|
2017 - 2019: 33.3%
|
•
|
2018 - 2020: 33.4%
|
•
|
Mr. Shook 8,000 shares
|
•
|
Mr. Culver 6,500 shares
|
•
|
Mr. Mehra 3,000 shares
|
•
|
Mr. Hartley 3,000 shares
|
•
|
Mr. McLean 1,500 shares
|
Name and Principal Position
|
|
Year
|
|
Salary
|
|
Bonus
|
|
Stock Awards
(1)
|
|
Other Compensation
(2)
|
|
Total
|
|
|
|
|
($)
|
|
($)
|
|
($)
|
|
($)
|
|
($)
|
Gary R. Shook
President & Chief Executive Officer
|
|
2016
2015
2014
|
|
396,740
390,615
378,383
|
|
37,600
-
107,030
|
|
197,220
148,000
156,907
|
|
150,278
152,907
146,982
|
|
781,838
691,522
789,302
|
Jeffrey H. Culver
SEVP, Chief Operating Officer
|
|
2016
2015
2014
|
|
285,398
279,010
265,417
|
|
41,027
-
79,750
|
|
166,080
120,250
130,462
|
|
53,576
47,216
45,749
|
|
546,081
446,476
521,378
|
Rajesh Mehra
EVP, Chief Financial Officer
|
|
2016
2015
2014
|
|
229,356
224,223
219,333
|
|
37,963
-
53,482
|
|
93,420
55,500
61,705
|
|
54,755
65,268
59,905
|
|
415,494
344,991
394,425
|
David L. Hartley
President, Middleburg Investment Group
|
|
2016
2015
2014
|
|
223,129
218,135
210,417
|
|
25,186
-
54,395
|
|
93,420
55,500
61,705
|
|
52,518
62,711
58,429
|
|
394,253
336,346
384,946
|
Mark A. McLean
EVP, Chief Lending Officer
|
|
2016
2015
2014
|
|
202,292
197,708
191,337
|
|
28,495
-
47,385
|
|
51,900
27,750
30,853
|
|
19,350
29,256
24,005
|
|
302,037
254,714
293,580
|
(1)
|
These amounts reflect the grant date fair values computed in accordance with FASB ASC topic 718 for equity awards granted in 2016, 2015 and 2014. For information on the model and assumptions used to calculate the compensation cost, see Note 8 to the audited consolidated financial statements in our 2016 Form 10-K. See the Grants of Plan-Based Awards Table for the grant date fair value of each stock grant awarded in 2016.
|
(2)
|
Additional information regarding other compensation is provided in the “Components of Other Compensation” table below.
|
Name
|
|
Year
|
|
Other
(1)
|
|
Company Contribution to 401(k) Plan
(2)
|
|
Company Contribution to SERP
(3)
|
|
Director Fees
(4)
|
|
Split Dollar Insurance
(5)
|
|
Company Contribution to MPPP
(6)
|
|
Total
|
||||||||||||||
Gary R. Shook
|
|
2016
|
|
$
|
8,253
|
|
|
$
|
7,950
|
|
|
$
|
87,212
|
|
|
$
|
31,900
|
|
|
$
|
2,155
|
|
|
$
|
12,808
|
|
|
$
|
150,278
|
|
Jeffrey C. Culver
|
|
2016
|
|
$
|
3,827
|
|
|
$
|
7,950
|
|
|
$
|
28,188
|
|
|
—
|
|
|
$
|
803
|
|
|
$
|
12,808
|
|
|
$
|
53,576
|
|
|
Rajesh Mehra
|
|
2016
|
|
$
|
9,600
|
|
|
$
|
7,098
|
|
|
$
|
24,012
|
|
|
—
|
|
|
$
|
1,237
|
|
|
$
|
12,808
|
|
|
$
|
54,755
|
|
|
David L. Hartley
|
|
2016
|
|
$
|
9,600
|
|
|
$
|
5,722
|
|
|
$
|
20,495
|
|
|
$
|
3,000
|
|
|
$
|
893
|
|
|
$
|
12,808
|
|
|
$
|
52,518
|
|
Mark A. McLean
|
|
2016
|
|
$
|
596
|
|
|
$
|
6,087
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
662
|
|
|
$
|
12,005
|
|
|
$
|
19,350
|
|
(1)
|
Amounts disclosed in this column represent estimated cost of personal use of a Company-provided automobile or automobile allowance, the cost of membership fees and other miscellaneous benefits.
|
(2)
|
Amounts disclosed in this column represent payments by the Company to the executive officer’s account in the Company’s 401(k) plan. The Company made matching contributions during the year.
|
(3)
|
Amounts disclosed in this column represent credits to the executive’s accounts under the SERP of an amount equal the participant’s base compensation times a Benefit Percentage.
|
(4)
|
Amounts disclosed in this column represent director fees paid to Mr. Shook and Mr. Hartley for attendance at meetings of the Boards of Directors of the Company, Middleburg Trust Company and Middleburg Investment Group.
|
(5)
|
Amounts disclosed represent the imputed income to the executive resulting from the split dollar insurance plans. The imputed income is equal to the plan benefit times the insurance carrier rate for the executive times the number of months covered during the year.
|
(6)
|
Amounts disclosed in this column represent contributions to the Company’s Money Purchase Pension Plan (“MPPP”).
|
|
|
|
|
Estimated Future Payouts
Under Non-Equity Incentive
Plan Awards
(1)
|
|
All Other Stock Awards:
|
|||||||||||||||
Name
|
|
Grant Date
|
|
Threshold
(2)
|
|
Target
(3)
|
|
Maximum
(4)
|
|
Number of Shares of Stock or Units
(5)
(#)
|
|
Grant Date Fair Value of Stock and Option Awards
(6)
|
|||||||||
Gary R. Shook
|
|
2/18/2016
|
|
—
|
|
|
—
|
|
|
—
|
|
|
9,500
|
|
|
$
|
197,220
|
|
|||
|
|
N/A
|
|
$
|
79,348
|
|
|
$
|
119,022
|
|
|
$
|
158,696
|
|
|
—
|
|
|
—
|
|
|
Jeffrey H. Culver
|
|
2/18/2016
|
|
—
|
|
|
—
|
|
|
—
|
|
|
8,000
|
|
|
$
|
166,080
|
|
|||
|
|
N/A
|
|
$
|
57,080
|
|
|
$
|
85,619
|
|
|
$
|
114,159
|
|
|
—
|
|
|
—
|
|
|
Rajesh Mehra
|
|
2/18/2016
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4,500
|
|
|
$
|
93,420
|
|
|||
|
|
N/A
|
|
$
|
45,871
|
|
|
$
|
57,339
|
|
|
$
|
80,275
|
|
|
—
|
|
|
—
|
|
|
David L. Hartley
|
|
2/18/2016
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4,500
|
|
|
$
|
93,420
|
|
|||
|
|
N/A
|
|
$
|
44,626
|
|
|
$
|
55,782
|
|
|
$
|
78,095
|
|
|
—
|
|
|
—
|
|
|
Mark A. McLean
|
|
2/18/2016
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,500
|
|
|
$
|
51,900
|
|
|||
|
|
N/A
|
|
$
|
40,458
|
|
|
$
|
50,573
|
|
|
$
|
70,802
|
|
|
—
|
|
|
—
|
|
(1)
|
All estimated future payouts were set under the 2016 Management Incentive Plan.
|
(2)
|
The “threshold” amount represented 20% of the individual’s base salary for 2016.
|
(3)
|
The “target” amount represented 30% of base salary for Mr. Shook and Mr. Culver and 25% of base salary for Mr. Mehra, Mr. Hartley and Mr. McLean for 2016.
|
(4)
|
The “maximum” amount represented 40% of base salary for Mr. Shook and Mr. Culver and 35% of base salary for Mr. Mehra, Mr. Hartley and Mr. McLean for 2016.
|
(5)
|
Restricted stock awards totaling 22,000 are time vested awards over five years but contain performance-based vesting acceleration provisions. Restricted stock awards totaling 7,000 shares are time vested awards over two years. Additional information on this award and its vesting provisions is provided under the “Components of Executive Compensation” section of this document.
|
(6)
|
The amounts in this column reflect the fair market value of restricted stock awards on the date of grant determined in accordance with generally accepted accounting principles. We value restricted stock awards at the date of grant based on the number of shares subject to the grant multiplied by the closing price of our common stock on the date of grant.
|
|
|
Option Awards
(1)
|
|
Stock Awards
(2)
|
||||||||||||||
Name
|
Grant Date
|
Number of Securities Underlying Unexercised Options(#) Exercisable
|
|
Option Exercise Price
|
|
Option Expiration Date
|
|
All Other Stock Awards: Number of Shares that have not Vested
|
|
|
All Other Stock Awards: Market Value of Shares that have not Vested
(6)
|
|||||||
Gary R. Shook
|
5/2/2012
|
—
|
|
|
—
|
|
|
—
|
|
|
5,000
|
|
|
(3)
|
$
|
173,750
|
|
|
|
5/1/2013
|
—
|
|
|
—
|
|
|
—
|
|
|
6,000
|
|
|
(4)
|
$
|
208,500
|
|
|
|
5/7/2014
|
—
|
|
|
—
|
|
|
—
|
|
|
8,900
|
|
|
(5)
|
$
|
309,275
|
|
|
|
5/6/2015
|
—
|
|
|
—
|
|
|
—
|
|
|
8,000
|
|
|
(7)
|
$
|
278,000
|
|
|
|
2/18/2016
|
—
|
|
|
—
|
|
|
—
|
|
|
9,500
|
|
|
(8)
|
$
|
330,125
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Jeffrey H. Culver
|
3/16/2009
|
5,073
|
|
|
$
|
14.00
|
|
|
3/15/2019
|
|
—
|
|
|
|
—
|
|
||
|
5/2/2012
|
—
|
|
|
—
|
|
|
—
|
|
|
4,000
|
|
|
(3)
|
$
|
139,000
|
|
|
|
5/1/2013
|
—
|
|
|
—
|
|
|
—
|
|
|
4,750
|
|
|
(4)
|
$
|
165,063
|
|
|
|
5/7/2014
|
—
|
|
|
—
|
|
|
—
|
|
|
7,400
|
|
|
(5)
|
$
|
257,150
|
|
|
|
5/6/2015
|
—
|
|
|
—
|
|
|
—
|
|
|
6,500
|
|
|
(7)
|
$
|
225,875
|
|
|
|
2/18/2016
|
—
|
|
|
—
|
|
|
—
|
|
|
8,000
|
|
|
(8)
|
$
|
278,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Rajesh Mehra
|
11/2/2009
|
5,000
|
|
|
$
|
14.00
|
|
|
11/1/2019
|
|
—
|
|
|
|
—
|
|
||
|
5/2/2012
|
—
|
|
|
—
|
|
|
—
|
|
|
2,500
|
|
|
(3)
|
$
|
86,875
|
|
|
|
5/1/2013
|
—
|
|
|
—
|
|
|
—
|
|
|
2,750
|
|
|
(4)
|
$
|
95,563
|
|
|
|
5/7/2014
|
—
|
|
|
—
|
|
|
—
|
|
|
3,500
|
|
|
(5)
|
$
|
121,625
|
|
|
|
5/6/2015
|
—
|
|
|
—
|
|
|
—
|
|
|
3,000
|
|
|
(7)
|
$
|
104,250
|
|
|
|
2/18/2016
|
—
|
|
|
—
|
|
|
—
|
|
|
4,500
|
|
|
(8)
|
$
|
156,375
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
David L. Hartley
|
5/2/2012
|
—
|
|
|
—
|
|
|
—
|
|
|
1,500
|
|
|
(3)
|
$
|
52,125
|
|
|
|
5/1/2013
|
—
|
|
|
—
|
|
|
—
|
|
|
1,750
|
|
|
(4)
|
$
|
60,813
|
|
|
|
5/7/2014
|
—
|
|
|
—
|
|
|
—
|
|
|
3,500
|
|
|
(5)
|
$
|
121,625
|
|
|
|
5/6/2015
|
—
|
|
|
—
|
|
|
—
|
|
|
3,000
|
|
|
(7)
|
$
|
104,250
|
|
|
|
2/18/2016
|
—
|
|
|
—
|
|
|
—
|
|
|
4,500
|
|
|
(8)
|
$
|
156,375
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Mark A. McLean
|
5/2/2012
|
—
|
|
|
—
|
|
|
—
|
|
|
1,000
|
|
|
(3)
|
$
|
34,750
|
|
|
|
5/1/2013
|
—
|
|
|
—
|
|
|
—
|
|
|
1,000
|
|
|
(4)
|
$
|
34,750
|
|
|
|
5/7/2014
|
—
|
|
|
—
|
|
|
—
|
|
|
1,750
|
|
|
(5)
|
$
|
60,813
|
|
|
|
5/6/2015
|
—
|
|
|
—
|
|
|
—
|
|
|
1,500
|
|
|
(7)
|
$
|
52,125
|
|
|
|
2/18/2016
|
—
|
|
|
—
|
|
|
—
|
|
|
2,500
|
|
|
(8)
|
$
|
86,875
|
|
(1)
|
Options were granted under our 2006 Equity Compensation Plan. The exercise price of each option equals the market price of our stock on the date of grant. The options granted under the 2006 plan vested on the grant anniversary date at the following percentages per year over a period of three years: 25%, 25%, and 50%.
|
(2)
|
These columns report the number and market value, respectively, of shares granted under the 2006 Equity Compensation Plan.
|
(3)
|
The May 2, 2012 restricted stock award is a time vested award over six years but contains performance-based vesting accelerations provisions. Partial vesting may occur on performance criteria after 2014 through 2017. Half of any shares not earned through performance acceleration will vest on December 31, 2017.
|
(4)
|
The May 1, 2013 restricted stock award is a time vested award over six years with performance-based vesting acceleration provisions. Partial vesting may occur on performance criteria after 2013 through 2018. Half of any shares not earned through performance acceleration will vest on December 31, 2018.
|
(5)
|
The May 7, 2014 restricted stock award is a time vested award over five years with performance-based vesting acceleration provisions.
|
(6)
|
Market value is calculated by multiplying the number of shares not vested at December 31, 2016 by the closing price of the Company's stock on that date.
|
(7)
|
The May 6, 2015 restricted stock award is a time vested award over five years with performance-based vesting acceleration provisions. Additional information on this award and its vesting provisions is provided under the “Components of Executive Compensation - Long-Term Equity Incentives" section of this document.
|
(8)
|
The February 18, 2016 restricted stock award is a time vested award over five years with performance-based vesting acceleration provisions and a time vested only award over two years. Additional information on this award and its vesting provisions is provided under the “Components of Executive Compensation - Long-Term Equity Incentives" section of this document.
|
|
|
Option Exercises and Stock Vested
|
|||||
|
|
Stock Awards
|
|||||
Name
|
|
Number of Shares Acquired on Vesting (#)
|
|
Value Realized on Vesting ($)
(1)
|
|||
Gary R. Shook
|
|
13,250
|
|
|
$
|
339,075
|
|
Jeffrey H. Culver
|
|
10,750
|
|
|
$
|
276,473
|
|
Rajesh Mehra
|
|
6,500
|
|
|
$
|
168,661
|
|
David L. Hartley
|
|
4,750
|
|
|
$
|
126,920
|
|
Mark A. McLean
|
|
2,000
|
|
|
$
|
52,163
|
|
(1)
|
The value realized on vesting is calculated as the number of shares acquired on vesting multiplied by the market value of the underlying shares on the vesting date.
|
Name
|
|
Registrant Contributions in Last Fiscal Year
(1)
|
|
Aggregate Earnings in Last Fiscal Year
|
|
Aggregate Withdrawals and/or Distributions
|
|
Aggregate Balance at Last Fiscal Year End
(2)
|
|||||||
Gary R. Shook
|
|
$
|
87,212
|
|
|
$
|
19,892
|
|
|
—
|
|
|
$
|
652,081
|
|
Jeffrey H. Culver
|
|
$
|
28,188
|
|
|
$
|
2,198
|
|
|
—
|
|
|
$
|
90,613
|
|
Rajesh Mehra
|
|
$
|
24,012
|
|
|
$
|
5,161
|
|
|
—
|
|
|
$
|
170,558
|
|
David L. Hartley
|
|
$
|
20,495
|
|
|
$
|
3,690
|
|
|
—
|
|
|
$
|
125,280
|
|
Mark A. McLean
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
(1)
|
The amounts reflected are also included in the “All Other Compensation” column of the “Summary Compensation Table” above.
|
(2)
|
The amounts reflected include amounts that were also included in the “All Other Compensation” column of the “Summary Compensation Table” for the year 2016 in the following amounts: Mr. Shook, $87,212; Mr. Culver, $28,188; Mr. Mehra, $24,012; and Mr. Hartley, $20,495: for the year 2015 in the following amounts: Mr. Shook, $86,326; Mr. Culver, $11,579; Mr. Mehra, $23,768 and Mr. Hartley, $20,287: and for the year 2014 in the following amounts: Mr. Shook, $83,623; Mr. Culver, $11,015; Mr. Mehra, $23,249; and Mr. Hartley, $19,569.
|
•
|
300% of his current salary;
|
•
|
any bonus or incentive earned but not yet paid for prior years;
|
•
|
a prorated amount for bonus or incentive earned in the termination year;
|
•
|
continuation, for the time period allowed by COBRA, of group health and dental benefits if he elects COBRA coverage;
|
•
|
payment of club membership dues; and
|
•
|
continued provision of an automobile and related expense reimbursement for the longer of 36 months or the end of the agreement’s term.
|
Name
|
|
Benefit
|
|
No Change in Control Termination Without Cause or for Good Reason
|
|
After Change in Control Termination Without Cause or for Good Reason
|
||||
Gary R. Shook
|
|
Post termination 3X base salary
|
|
$
|
1,190,220
|
|
|
$
|
1,190,220
|
|
|
|
Health care benefits continuation
|
|
52,680
|
|
|
52,680
|
|
||
|
|
Club membership continuation
|
|
13,728
|
|
|
13,728
|
|
||
|
|
Provided auto continuation
|
|
9,816
|
|
|
9,816
|
|
||
|
|
Accelerated restricted stock
(1)
|
|
1,273,588
|
|
|
1,273,588
|
|
||
|
|
Total
|
|
$
|
2,540,032
|
|
|
$
|
2,540,032
|
|
|
|
|
|
|
|
|
||||
Jeffrey H. Culver
|
|
Post termination 2X base salary
|
|
$
|
570,796
|
|
|
$
|
570,796
|
|
|
|
Health care benefits continuation
|
|
32,902
|
|
|
32,902
|
|
||
|
|
Club membership continuation
|
|
—
|
|
|
—
|
|
||
|
|
Provided auto continuation
|
|
7,654
|
|
|
7,654
|
|
||
|
|
Accelerated restricted stock
(1)
|
|
1,039,025
|
|
|
1,039,025
|
|
||
|
|
Total
|
|
$
|
1,650,377
|
|
|
$
|
1,650,377
|
|
|
|
|
|
|
|
|
||||
Rajesh Mehra
|
|
Post termination 2X base salary
|
|
$
|
458,712
|
|
|
$
|
458,712
|
|
|
|
Health care benefits continuation
|
|
35,924
|
|
|
35,924
|
|
||
|
|
Club membership continuation
|
|
—
|
|
|
—
|
|
||
|
|
Provided auto continuation
|
|
—
|
|
|
—
|
|
||
|
|
Accelerated restricted stock
(1)
|
|
538,625
|
|
|
538,625
|
|
||
|
|
Total
|
|
$
|
1,033,261
|
|
|
$
|
1,033,261
|
|
|
|
|
|
|
|
|
||||
David L. Hartley
|
|
Post termination 2X base salary
|
|
$
|
446,258
|
|
|
$
|
446,258
|
|
|
|
Health care benefits continuation
|
|
34,730
|
|
|
34,730
|
|
||
|
|
Club membership continuation
|
|
—
|
|
|
—
|
|
||
|
|
Provided auto continuation
|
|
—
|
|
|
—
|
|
||
|
|
Accelerated restricted stock
(1)
|
|
469,125
|
|
|
469,125
|
|
||
|
|
Total
|
|
$
|
950,113
|
|
|
$
|
950,113
|
|
(1)
|
Accelerated restricted stock awards are based on the number of restricted shares outstanding at December 31, 2016 multiplied by the closing price of the stock at December 31, 2016 ($34.75). Restricted shares outstanding: Mr. Shook, 36,650 shares; Mr. Culver, 29,900 shares; Mr. Mehra, 15,500 shares and Mr. Hartley, 13,500 shares. These awards may be reduced based on our employment agreements that limit parachute pay under IRC Section 280G limit.
|
Name
|
|
Fees Earned or Paid in Cash
|
|
Stock Awards
(1)
|
|
All Other Compensation
|
|
Total
|
|||||||
Howard M. Armfield
|
|
$
|
27,800
|
|
|
$
|
8,304
|
|
|
—
|
|
|
$
|
36,104
|
|
Henry F. Atherton, III
|
|
$
|
30,700
|
|
|
$
|
8,304
|
|
|
—
|
|
|
$
|
39,004
|
|
Joseph L. Boling
(4)
|
|
$
|
24,510
|
|
|
$
|
8,304
|
|
|
—
|
|
|
$
|
32,814
|
|
Childs F. Burden
|
|
$
|
32,400
|
|
|
$
|
8,304
|
|
|
—
|
|
|
$
|
40,704
|
|
Alexander G. Green, III
|
|
$
|
20,300
|
|
|
$
|
8,304
|
|
|
—
|
|
|
$
|
28,604
|
|
Gary D. LeClair
(2)
|
|
$
|
24,000
|
|
|
$
|
8,304
|
|
|
—
|
|
|
$
|
32,304
|
|
John C. Lee, IV
|
|
$
|
49,300
|
|
|
$
|
8,304
|
|
|
—
|
|
|
$
|
57,604
|
|
Mary Leigh McDaniel
(3)
|
|
$
|
21,400
|
|
|
$
|
8,304
|
|
|
—
|
|
|
$
|
29,704
|
|
Keith W. Meurlin
|
|
$
|
29,800
|
|
|
$
|
8,304
|
|
|
—
|
|
|
$
|
38,104
|
|
Janet A. Neuharth
|
|
$
|
34,900
|
|
|
$
|
8,304
|
|
|
—
|
|
|
$
|
43,204
|
|
John M. Rust
|
|
$
|
21,700
|
|
|
$
|
8,304
|
|
|
—
|
|
|
$
|
30,004
|
|
(1)
|
This amount reflects the grant date fair value ($20.76 per share) computed in accordance with FASB ASC topic 718 for 400 shares of restricted stock granted to each member of the Board on February 18, 2016. For information on the model and assumptions used to calculate the Company’s share-based compensation expense, see Note 8 to the audited consolidated financial statements in our 2016 Form 10-K.
|
(2)
|
Fees earned or paid in cash includes $2,500 paid by Middleburg Trust Company for service on the subsidiary Board of Directors.
|
(3)
|
Fees earned or paid in cash includes $900 paid by Middleburg Bank for service on the Bank's regional advisory board.
|
(4)
|
Fees earned or paid in cash includes director fees through retirement date of July 27, 2016.
|
ITEM 12.
|
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
|
Name
|
|
Common Stock that May Be Acquired Within 60 days of
March 14, 2017
|
|
Shares of Common Stock Beneficially Owned as of
March 14, 2017
(1)
|
|
|
|
Percent of Class (%)
(2)
|
||
Howard M. Armfield
|
|
—
|
|
|
47,845
|
|
|
(3) (4)
|
|
*
|
Henry F. Atherton, III
|
|
—
|
|
|
3,400
|
|
|
(4)
|
|
*
|
Childs F. Burden
|
|
—
|
|
|
25,320
|
|
|
(4) (8)
|
|
*
|
Jeffrey H. Culver
|
|
5,073
|
|
|
47,557
|
|
|
(4)
|
|
*
|
Alexander G. Green, III
|
|
—
|
|
|
9,535
|
|
|
(4)
|
|
*
|
David L. Hartley
|
|
—
|
|
|
20,121
|
|
|
(4)
|
|
*
|
Gary D. LeClair
|
|
—
|
|
|
12,261
|
|
|
(4) (5)
|
|
*
|
John C. Lee, IV
|
|
—
|
|
|
45,381
|
|
|
(4)
|
|
*
|
Mary Leigh McDaniel
|
|
—
|
|
|
4,105
|
|
|
(4)
|
|
*
|
Mark. A. McLean
|
|
—
|
|
|
9,129
|
|
|
(4)
|
|
*
|
Rajesh Mehra
|
|
5,000
|
|
|
20,207
|
|
|
(4)
|
|
*
|
Keith W. Meurlin
|
|
—
|
|
|
4,104
|
|
|
(4)
|
|
*
|
Janet A. Neuharth
|
|
—
|
|
|
4,024
|
|
|
(4) (6)
|
|
*
|
John M. Rust
|
|
—
|
|
|
14,724
|
|
|
(4) (7)
|
|
*
|
Gary R. Shook
|
|
—
|
|
|
55,312
|
|
|
(4)
|
|
*
|
Current directors and executive officers as a group (18 persons)
|
|
12,085
|
|
|
359,473
|
|
|
|
|
5.16%
|
(1)
|
Does not include shares of Common Stock that could be acquired through the exercise of stock options within 60 days of March 14, 2017.
|
(2)
|
Based on 7,200,194 shares outstanding as of March 14, 2017.
|
(3)
|
Includes 20,290 shares held in revocable trusts in which Mr. and Mrs. Armfield are trustees.
|
(4)
|
Includes shares of unvested restricted stock with voting and dividend rights as follows: 400 shares to each director; Mr. Culver 29,900 shares; Mr. Hartley 13,500 shares; Mr. McLean 7,250 shares; Mr. Mehra 15,500 shares; and Mr. Shook 36,650 shares.
|
(5)
|
Includes 10,161 shares owned jointly with Mr. LeClair’s wife.
|
(6)
|
Includes 1,012 shares held in trusts for Ms. Neuharth’s children.
|
(7)
|
Includes 12,424 shares held in a trust in which Mr. Rust is trustee.
|
(8)
|
Includes 8,000 shares held in a trust in which Mr. Burden is trustee.
|
Name and Address
|
|
Amount and Nature of Beneficial Ownership
|
|
Percent of Class
(1)
|
David L. Sokol
(2)
|
|
2,103,008
|
|
29.21%
|
Box 4998
|
|
|
|
|
Jackson, WY 83001-4998
|
|
|
|
|
(1)
|
Based on 7,200,194 shares outstanding as of March 14, 2017.
|
(2)
|
According to the most current information available to the Company as of March 14, 2017, David L. Sokol, through certain investment accounts, reported that he has sole voting and dispositive power over 2,103,008 shares of our Common Stock.
|
Plan Category
|
|
Number of Securities to Be Issued upon Exercise of Outstanding Options, Warrants and Rights
|
|
Weighted Average Exercise Price of Outstanding Options, Warrants and Rights
|
|
Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans
(1)
|
||||
Equity Compensation Plans Approved by Shareholders:
|
|
|
|
|
|
|
||||
2006 Equity Compensation Plan
|
|
23,362
|
|
|
$
|
14.00
|
|
|
122,211
|
|
Equity Compensation Plans Not Approved by Shareholders
(2)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
Total
|
|
23,362
|
|
|
$
|
14.00
|
|
|
122,211
|
|
(1)
|
Amounts exclude any securities to be issued upon exercise of outstanding options, warrants and rights.
|
(2)
|
The Company does not have any equity compensation plans that have not been approved by shareholders.
|
ITEM 13.
|
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
|
•
|
The Bank procures certain legal and advisory services from LeClairRyan, a legal firm in Richmond, Virginia. Gary LeClair is one of the founders of this law firm.
|
ITEM 14.
|
PRINCIPAL ACCOUNTING FEES AND SERVICES
|
ITEM 15.
|
EXHIBITS, FINANCIAL STATEMENT SCHEDULES
|
(a)
|
(1) and (2). The response to this portion of Item 15 is submitted as a separate section of this report.
|
(3).
|
Exhibits:
|
2.1
|
Agreement and Plan of Reorganization, dated as of October 21, 2016, between Access National Corporation and Middleburg Financial Corporation, attached as Exhibit 2.1 to the current report and Form 8-K, filed October 25, 2016, incorporated herein by reference.
|
3.1
|
Amended and Restated Articles of Incorporation of the Company, attached as Exhibit 3.1 to the Company’s Annual Report on Form 10-K for the period ended December 31, 2008, incorporated herein by reference.
|
3.2
|
Articles of Amendment to the Articles of Incorporation of the Company, attached as Exhibit 3.1 to the Company’s Current Report on Form 8-K, filed with the Commission on February 4, 2009, incorporated herein by reference.
|
3.3
|
Bylaws of the Company (restated in electronic format as of July 27, 2016), attached as Exhibit 3.1 to the Company's current report on Form 8-K filed July 28, 2016, incorporated herein by reference.
|
4.1
|
Warrant to Purchase Shares of Common Stock, dated January 30, 2009, attached as Exhibit 4.1 to the Company’s Annual Report on Form 10-K for the period ended December 31, 2009, incorporated herein by reference.
|
10.1
|
Agreement, dated as of July 18, 2011, between the Company and Joseph L. Boling, attached as Exhibit 10.1 to the Company’s current Form 8-K filed with the Commission on July 20, 2011, incorporated herein by reference.*
|
10.2
|
Middleburg Financial Corporation 2006 Equity Compensation Plan, as amended, attached as Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed with the Commission on April 26, 2006, incorporated herein by reference.*
|
10.3
|
Middleburg Financial Corporation Form of Performance Share Award Agreement, attached as Exhibit 10.3 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2008, incorporated herein by reference.*
|
10.4
|
Middleburg Financial Corporation Form of Restricted Share Award Agreement, attached as Exhibit 10.4 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2008, incorporated herein by reference.*
|
10.5
|
Middleburg Financial Corporation Form of Non-Qualified Stock Option Agreement, attached as Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed with the Commission on March 20, 2009, incorporated herein by reference.*
|
10.6
|
Middleburg Financial Corporation 2006 Management Incentive Plan, attached as Exhibit 10.3 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2005, incorporated herein by reference .*
|
10.7
|
Employment Agreement, dated as of April 28, 2010, between the Company and Gary R. Shook, attached as Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed with the Commission on April 28, 2010, incorporated herein by reference.*
|
10.8
|
Employment Agreement, dated as of May 7, 2010, between the Company and Raj Mehra, attached as Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed with the Commission on May 13, 2010, incorporated herein by reference.*
|
(b)
|
Exhibits
|
(c)
|
Financial Statement Schedules
|
MIDDLEBURG FINANCIAL CORPORATION
|
|||
|
|
|
|
Date:
|
March 31, 2017
|
By:
|
/s/ Gary R. Shook
|
|
|
|
Gary R. Shook
|
|
|
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Chief Executive Officer
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Date:
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March 31, 2017
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By:
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/s/ Raj Mehra
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Raj Mehra
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Chief Financial Officer
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Date:
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March 31, 2017
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By:
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/s/ Tammy P. Frazier
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Tammy P. Frazier
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Chief Accounting Officer
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Exhibit No.
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Description
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2.1
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Agreement and Plan of Reorganization, dated as of October 21, 2016, between Access National Corporation and Middleburg Financial Corporation, attached as Exhibit 2.1 to the current report and Form 8-K, filed October 25, 2016, incorporated herein by reference.
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3.1
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Amended and Restated Articles of Incorporation of the Company, attached as Exhibit 3.1 to the Company’s Annual Report on Form 10-K for the period ended December 31, 2008, incorporated herein by reference.
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3.2
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Articles of Amendment to the Articles of Incorporation of the Company, attached as Exhibit 3.1 to the Company’s Current Report on Form 8-K, filed with the Commission on February 4, 2009, incorporated herein by reference.
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3.3
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Bylaws of the Company (restated in electronic format as of July 27, 2016), attached as Exhibit 3.1 to the Company's current report on Form 8-K filed July 28, 2016, incorporated herein by reference.
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4.1
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Warrant to Purchase Shares of Common Stock, dated January 30, 2009, attached as Exhibit 4.1 to the Company’s Annual Report on Form 10-K for the period ended December 31, 2009, incorporated herein by reference.
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10.1
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Agreement, dated as of July 18, 2011, between the Company and Joseph L. Boling, attached as Exhibit 10.1 to the Company’s current Form 8-K filed with the Commission on July 20, 2011, incorporated herein by reference.*
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10.2
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Middleburg Financial Corporation 2006 Equity Compensation Plan, as amended, attached as Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed with the Commission on April 26, 2006, incorporated herein by reference.*
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10.3
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Middleburg Financial Corporation Form of Performance Share Award Agreement, attached as Exhibit 10.3 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2008, incorporated herein by reference.*
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10.4
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Middleburg Financial Corporation Form of Restricted Share Award Agreement, attached as Exhibit 10.4 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2008, incorporated herein by reference.*
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10.5
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Middleburg Financial Corporation Form of Non-Qualified Stock Option Agreement, attached as Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed with the Commission on March 20, 2009, incorporated herein by reference.*
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10.6
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Middleburg Financial Corporation 2006 Management Incentive Plan, attached as Exhibit 10.3 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2005, incorporated herein by reference .*
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10.7
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Employment Agreement, dated as of April 28, 2010, between the Company and Gary R. Shook, attached as Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed with the Commission on April 28, 2010, incorporated herein by reference.*
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10.8
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Employment Agreement, dated as of May 7, 2010, between the Company and Raj Mehra, attached as Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed with the Commission on May 13, 2010, incorporated herein by reference.*
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10.9
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Executive Retirement Plan, as amended and restated through April 28,, 2010, attached as Exhibit 10.1 to the Company’s Current Report on Form 8-K/A, Filed with the commission on October 14, 2010, incorporated herein by reference*
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10.10
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Supplemental Benefit Plan, as amended and restated effective November 17, 2010, attached as Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed with the Commission on November 22, 2010, incorporated herein by reference.*
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10.11
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Stock Purchase Agreement, dated March 27, 2009, between the Company and David L. Sokol, attached as Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed with the Commission on March 31, 2009, incorporated herein by reference.*
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10.12
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First Amendment to Stock Purchase Agreement, dated October 27, 2010, between the Company and David L. Sokol, attached as Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed with the Commission on October 28, 2010, incorporated herein by reference.
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10.13
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Second Amendment to Stock Purchase Agreement, dated April 28, 2014, between the Company and David L. Sokol, attached as Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed with the Commission on April 30, 2014, incorporated herein by reference.
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10.14
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Employment Agreement, dated as of April 28, 2010, between the Company and Jeffrey H. Culver, attached as Exhibit 10.14 to the Company's Annual Report on Form 10-K for the year ended December 31, 2010, incorporated herein by reference.*
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21.1
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Subsidiaries of the Company, previously filed.
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23.1
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Consent of Yount, Hyde & Barbour, P.C., previously filed.
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24.1
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Power of Attorney, previously filed.
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31.1
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Rule 13a-14(a) Certification of Chief Executive Officer, filed herewith.
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31.2
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Rule 13a-14(a) Certification of Chief Financial Officer, filed herewith.
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32.1
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Statement of Chief Executive Officer and Chief Financial Officer Pursuant to 18 U.S.C. § 1350, previously filed.
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101
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The following materials from the Middleburg Financial Corporation Annual Report on Form 10-K for the year ended December 31, 2016 formatted in Extensible Business reporting Language (XBRL): (i) Consolidated Balance Sheets, (ii) Consolidated Statements of Income, (iii) Consolidated Statements of Comprehensive Income, (iv) Consolidated Statements of Changes in Shareholders’ Equity, (v) Consolidated Statements of Cash Flows, and (vi) Notes to Consolidated Financial Statements, previously filed.
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