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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Paragon Commercial Corp. (delisted) | NASDAQ:PBNC | 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% | 53.83 | 53.85 | 60.39 | 0 | 01:00:00 |
☑
|
Annual Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
|
☐
|
Transition Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
|
North Carolina
|
56-2278662
|
(State or other jurisdiction of incorporation or
organization)
|
(I.R.S. Employer Identification No.)
|
|
|
3535 Glenwood Avenue
Raleigh, North Carolina
|
27612
|
(Address of principal executive offices)
|
(Zip Code)
|
Title
of each class
|
|
Name of
each exchange on which registered
|
|
|
|
Common Stock, par value $0.008 per share
|
|
The NASDAQ Stock Market LLC
|
|
Accelerated
filer ☐
|
|
|
|
|
Non-accelerated
filer (Do not check if a smaller reporting company)
☒
|
|
Smaller reporting
company ☐
|
Name
|
Age
|
Position(s) with the Company
|
Director Since
|
Term Expires
|
Curtis
C. Brewer III
|
73
|
Director
|
2001
|
2018
|
Roy L.
Harmon, Jr.
|
62
|
Director
|
2004
|
2019
|
Robert
C. Hatley
|
66
|
President,
Chief Executive Officer, and Director
|
2001
|
2017
|
K.
Wesley M. Jones
|
59
|
Director
|
2010
|
2019
|
Howard
Jung
|
70
|
Chairman
of the Board
|
2001
|
2017
|
Thomas
B. Oxholm
|
61
|
Director
|
2016
|
2019
|
F.
Alton Russell
|
76
|
Director
|
2002
|
2018
|
Name
|
Age
|
Position
|
Business Experience
|
Robert C. Hatley
|
66
|
President and Chief
Executive Officer
|
Founded Paragon Bank in August 1998 and has been the President,
Chief Executive Officer and a director since this time. He also
serves as the President, Chief Executive Officer and a director of
the Company. Mr. Hatley began his banking career at Wachovia Bank.
Over the course of his fourteen years with Wachovia, Mr. Hatley
served as a field representative, a credit manager, a branch
manager, and a city executive. From 1994 to 1998, Mr. Hatley was
Regional Market Manager for Wake County, RBC Centura (now PNC
Bank). Prior to this, during the period from 1989 to 1994, Mr.
Hatley was the City Executive for Cary, North Carolina, RBC
Centura. Mr. Hatley graduated with a BS in Business Administration
from Appalachian State University.
|
Steven E. Crouse
|
52
|
Executive Vice
President and Chief
Financial Officer
|
Joined Paragon Bank as Executive Vice President and Chief Financial
Officer in July 2005. He also serves as Executive Vice President
and Chief Financial Officer of the Company. He has extensive
financial experience, including as Senior Vice President, Finance
and Chief Accounting Officer at Capital Bank in Raleigh from 1998
through 2005. Prior to that, Mr. Crouse spent eight years in public
accounting at McGladrey & Pullen. Since 1990, Mr. Crouse has
been a North Carolina State Board Certified Public Accountant. Mr.
Crouse graduated with a BA in both Accounting and Business
Management from North Carolina State University.
|
Matthew C. Davis
|
50
|
Executive Vice
President and Chief
Operating Officer
|
Executive Vice President and Chief Operating Officer at the Company
and Paragon Bank, a position he has held since December 2012. He
served as the Company’s Chief Credit Officer from June 2002
to December 2012. Prior to joining the Company, Mr. Davis was Vice
President, Commercial Lending from 1996 through 1998 at RBC Centura
Bank, which is now PNC Bank, National Association, in Cary, North
Carolina. Before PNC Bank, Mr. Davis served as Assistant Vice
President, Corporate Banking, from 1994 through 1996 at Wachovia
Bank, which is now Wells Fargo & Company, in Charlotte, North
Carolina. Mr. Davis graduated with a BA degree in Business
Management and an MS in Management from North Carolina State
University.
|
Name
and
Principal
Position
|
Year
|
Salary
|
Bonus
(1)
|
Stock
Awards
(2)
|
Option
Awards
|
Non-Equity
Incentive Plan
Compensation
(3)
|
Non-qualified
Deferred Compensation
Earnings
|
All
Other
Compensation
|
Total
|
Robert C.
Hatley
President and Chief
Executive Officer
|
2016
|
$
425,000
|
$
92,385
|
$
69,073
|
--
|
$
132,165
|
--
|
$
50,841
(4)
|
$
769,464
|
|
2015
|
412,000
|
15,235
|
40,000
|
--
|
149,765
|
--
|
42,980
(5)
|
659,980
|
Steven E.
Crouse
Executive Vice
President and Chief Financial Officer
|
2016
|
$
241,500
|
$
64,899
|
$
29,429
|
--
|
$
75,101
|
--
|
$
35,408
(6)
|
$
446,337
|
|
2015
|
230,000
|
11,393
|
17,260
|
--
|
83,607
|
--
|
30,738
(7)
|
372,998
|
Matthew C.
Davis
Executive Vice
President and Chief Operating Officer
|
2016
|
$
241,500
|
$
64,899
|
$
29,429
|
--
|
$
75,101
|
--
|
$
28,456
(8)
|
$
439,385
|
|
2015
|
230,000
|
11,393
|
17,260
|
--
|
83,607
|
--
|
22,971
(9)
|
365,231
|
(1)
|
Represents
discretionary cash bonus earned for performance in the year
indicated, which was paid to the named executive officer in the
following year.
|
(2)
|
The
assumptions used in estimating the fair value of restricted stock
awards are set forth in Note 10 to the Company’s audited
consolidated financial statements as of December 31, 2016 and 2015.
Additional information regarding outstanding stock awards is
contained in the table entitled “Outstanding Equity Awards at
Fiscal Year-End” on page 1
2
.
|
(3)
|
See
“Nonequity Incentive Compensation” below for more
information.
|
|
|
(4)
|
Includes
$15,900 in 401(k) matching contributions; $3,512 of taxable benefit
in connection with a split-dollar life insurance arrangement;
$5,499 related to personal use of a Company-owned automobile;
$12,036 in club dues; and $13,894 in insurance premiums (life,
medical, dental, disability, and accidental death and
dismemberment).
|
(5)
|
Includes
$15,900 in 401(k) matching contributions; $3,103 of taxable benefit
in connection with a split-dollar life insurance arrangement;
$5,055 related to personal use of a Company-owned automobile;
$12,417 in club dues; $4,800 in health insurance premiums; $1,489
in life insurance premiums; and $216 in accidental death and
dismemberment insurance premiums.
|
|
|
(6)
|
Includes
$15,900 in 401(k) matching contributions; $933 of taxable benefit
in connection with a split-dollar life insurance arrangement;
$6,300 in club dues; and $12,275 in insurance premiums (life,
medical, dental, disability, and accidental death and
dismemberment).
|
(7)
|
Includes
$15,900 in 401(k) matching contributions; $1,288 of taxable benefit
in connection with a split-dollar life insurance arrangement;
$6,060 in club dues; $6,411 in health insurance premiums; $943 in
life insurance premiums; and $137 in accidental death and
dismemberment insurance premiums.
|
|
|
(8)
|
Includes
$14,457 in 401(k) matching contributions; $697 of taxable benefit
in connection with a split-dollar life insurance arrangement; and
$13,302 in insurance premiums (life, medical, dental, disability
and accidental death and dismemberment).
|
(9)
|
Includes
$13,800 in 401(k) matching contributions; $733 of taxable benefit
in connection with a split-dollar life insurance arrangement;
$7,472 in health insurance premiums; $844 in life insurance
premiums; and $122 in accidental death and dismemberment insurance
premiums.
|
|
Option
Awards
|
Stock
Awards
|
||||
Name
|
Number of
securities underlying unexercised options
(#)
exercisable
|
Number
of securities underlying unexercised options
(#)
unexercisable
|
Option exercise
price
($)
|
Option
expiration
date
|
Number of shares
or units of stock that have not vested
(#)
|
Market value of
shares or units of stock that have not vested
($)
(1)
|
Robert C.
Hatley
|
5,000
|
-0-
|
48.00
|
February 1,
2017
|
5,563
(2)
|
243,214
|
|
5,000
|
-0-
|
43.20
|
June 18,
2018
|
|
|
|
|
|
|
|
|
|
Steven E.
Crouse
|
2,875
|
-0-
|
48.00
|
February 1,
2017
|
1,955
(3)
|
85,473
|
|
2,875
|
-0-
|
43.20
|
June 18,
2018
|
|
|
|
|
|
|
|
|
|
Matthew C.
Davis
|
2,750
|
-0-
|
48.00
|
February 1,
2017
|
1,955
(3)
|
85,473
|
|
2,750
|
-0-
|
43.20
|
June 18,
2018
|
|
|
(1)
|
Market
value based on the closing price of a share of the Company’s
common stock on the last trading day of 2016.
|
|
|
(2)
|
The
vesting schedule for these shares of restricted stock is as
follows:
|
Date
|
Number of Shares
Vesting
|
September 1,
2017
|
500
|
April 1,
2018
|
2,000
|
September 1,
2018
|
500
|
April 1,
2019
|
2,563
|
(3)
|
The
vesting schedule for these shares of restricted stock is as
follows:
|
Date
|
Number of Shares
Vesting
|
April 1,
2018
|
863
|
April 1,
2019
|
1,092
|
Name
|
Fees
Earned
or
Paid
in
Cash
|
Stock
Awards
(1)
|
Option
Awards
(2)
|
Non-Equity
Incentive
Plan
Compensation
|
Nonqualified
Deferred
Compensation
Earnings
|
All
Other
Compensation
|
Total
|
Curtis
C. Brewer III
|
$
66,600
|
$
--
|
--
|
--
|
--
|
--
|
$
66,600
|
Roy
L. Harmon, Jr.
|
46,900
|
--
|
--
|
--
|
--
|
--
|
46,900
|
K.
Wesley M. Jones
|
62,600
|
--
|
--
|
--
|
--
|
--
|
62,600
|
Howard
Jung
|
76,300
|
--
|
--
|
--
|
--
|
--
|
76,300
|
Thomas
B. Oxholm
|
67,250
|
--
|
--
|
--
|
--
|
--
|
67,250
|
F.
Alton Russell
|
66,500
|
--
|
--
|
--
|
--
|
--
|
66,500
|
(1)
|
At
December 31, 2016, the following restricted stock awards were
outstanding: Mr. Brewer – 1,000 shares; Mr. Harmon –
1,000 shares; Mr. Jones – 1,000 shares; Mr. Jung –
1,000 shares; Mr. Oxholm – 1,000 shares; and Mr. Russell
– 1,000 shares.
|
(2)
|
At
December 31, 2016, the following option awards were outstanding:
Mr. Brewer – 1,875 shares; Mr. Harmon – 1,875 shares;
Mr. Jones – 0 shares; Mr. Jung – 1,875 shares; Mr.
Oxholm – 1,875 shares; and Mr. Russell – 1,875
shares.
|
Name
|
|
Shares
Beneficially Owned
|
|
%
|
Directors and named executive officers:
|
|
|
|
|
Curtis
C. Brewer III
|
|
46,225
(1)
|
|
*
|
Steven
E. Crouse
|
|
14,100
(2)
|
|
*
|
Matthew
C. Davis
|
|
22,517
(3)
|
|
*
|
Roy L.
Harmon, Jr.
|
|
854,750
(4)
|
|
15.67
|
Robert
C. Hatley
|
|
113,217
(5)
|
|
2.07
|
K.
Wesley M. Jones
|
|
53,625
(6)
|
|
*
|
Howard
Jung
|
|
106,510
(7)
|
|
1.95
|
Thomas
B. Oxholm
|
|
32,700
(8)
|
|
*
|
F.
Alton Russell
|
|
32,600
(9)
|
|
*
|
All
directors and named executive officers as a group (9
persons)
|
|
1,276,244
|
|
23.32
|
|
|
|
|
|
Greater than 5% shareholders
|
|
|
|
|
BancTenn
Corp
(10)
|
|
800,125
|
|
14.68
|
Banc
Fund VI L.P.
(11)
|
|
363,911
|
|
6.67
|
(1)
|
Mr.
Brewer
’
s ownership
includes (i) 42,975 shares held by Mr. Brewer personally; (ii)
1,375 shares owned by Mr. Brewer
’
s spouse, as to which Mr. Brewer
disclaims beneficial ownership; and (iii) 1,875 shares that may be
acquired within 60 days of
April
25
, 2017 by exercising stock options. Excludes 1,000 shares
of restricted stock with respect to which Mr. Brewer has no voting
or investment power and is not expected to acquire voting or
investment power within 60 days of
April 25
, 2017.
|
(2)
|
Mr.
Crouse
’
s ownership
includes (i) 11,225 shares held by Mr. Crouse personally and (ii)
2,875 shares that may be acquired within 60 days of
April 25
, 2017 by exercising stock options.
Excludes 1,955 shares of restricted stock with respect to which Mr.
Crouse has no voting or investment power and is not expected to
acquire voting or investment power within 60 days of
April 25
, 2017.
|
(3)
|
Mr.
Davis
’
s ownership
includes (i) 19,517 shares held by Mr. Davis personally; (ii) 250
shares held jointly with Mr. Davis
’
s spouse; and (iii) 2,750 shares
that may be acquired within 60 days of
April 25
, 2017 by exercising stock options.
Excludes 1,955 shares of restricted stock with respect to which Mr.
Davis has no voting or investment power and is not expected to
acquire voting or investment power within 60 days of
April 25
, 2017.
|
(4)
|
Mr.
Harmon
’
s ownership
includes (i) 40,500 shares held by Mr. Harmon personally; (ii)
12,250 shares owned by Mr. Harmon
’
s spouse, as to which Mr. Harmon
disclaims beneficial ownership; (iii) 1,875 shares that may be
acquired within 60 days of
April
25
, 2017 by exercising stock options; and (iv) 800,125
shares held by BancTenn Corp. Mr. Harmon is an officer and member
of the board of directors of BancTenn Corp and disclaims beneficial
ownership of the shares owned by BancTenn Corp except to the extent
of his pecuniary interest therein. Excludes 1,000 shares of
restricted stock with respect to which Mr. Harmon has no voting or
investment power and is not expected to acquire voting or
investment power within 60 days of
April 25
, 2017.
|
(5)
|
Mr.
Hatley
’
s ownership
includes (i) 103,467 shares held by Mr. Hatley personally; (ii) 250
shares held jointly with Mr. Hatley
’
s spouse; (iii) 4,500 shares owned
by Mr. Hatley
’
s spouse,
as to which Mr. Hatley disclaims beneficial ownership; (iv) 5,000
shares that may be acquired within 60 days of
April 25
, 2017 by exercising stock options;
and (v) 38,375 shares pledged as collateral. Excludes 5,563 shares
of restricted stock with respect to which Mr. Hatley has no voting
or investment power and is not expected to acquire voting or
investment power within 60 days of
April 25
, 2017.
|
(6)
|
Mr.
Jones
’
s ownership
includes (i) 53,625 shares held by Mr. Jones personally and (ii)
47,875 shares pledged as collateral. Excludes 1,000 shares of
restricted stock with respect to which Mr. Jones has no voting or
investment power and is not expected to acquire voting or
investment power within 60 days of
April 25
, 2017.
|
(7)
|
Mr.
Jung
’
s ownership includes
(i) 64,050 shares held by Mr. Jung personally; (ii) 40,585 shares
owned by Mr. Jung
’
s
spouse, as to which Mr. Jung disclaims beneficial ownership; and
(iii) 1,875 shares that may be acquired within 60 days of
April 25
, 2017 by exercising
stock options. Excludes 1,000 shares of restricted stock with
respect to which Mr. Jung has no voting or investment power and is
not expected to acquire voting or investment power within 60 days
of
April 25
, 2017.
|
|
||
(8)
|
Mr.
Oxholm
’
s ownership
includes (i) 25,450 shares held by Mr. Oxholm personally; (ii)
5,375 shares owned by Mr. Oxholm
’
s spouse, as to which Mr. Oxholm
disclaims beneficial ownership; and (iii) 1,875 shares that may be
acquired within 60 days of
April
25
, 2017 by exercising stock options. Excludes 1,000 shares
of restricted stock with respect to which Mr. Oxholm has no voting
or investment power and is not expected to acquire voting or
investment power within 60 days of
April 25
, 2017.
|
|
||
(9) |
Mr. Russell
’
s ownership
includes (i) 5,000 shares held by Mr. Russell personally; (ii)
14,500 shares held jointly with Mr. Russell
’
s spouse; (iii) 11,225 shares owned
by Mr. Russell
’
s spouse,
as to which Mr. Russell disclaims beneficial ownership; and (iv)
1,875 shares that may be acquired within 60 days of
April 25
, 2017 by exercising stock options.
Excludes 1,000 shares of restricted stock with respect to which Mr.
Russell has no voting or investment power and is not expected to
acquire voting or investment power within 60 days of
April 25
, 2017.
|
|
||
|
|
|||
(10)
|
As
reported on a Schedule 13G filed on February 13, 2017. The mailing
address for BancTenn Corp is P.O. Box 4980, Johnson City, Tennessee
37602-4980.
|
|||
(11)
|
As
reported on a Schedule 13G filed on February 15, 2017, includes
106,171 shares held by Banc Fund VII L.P.; 116,250 shares held by
Banc Fund VIII L.P.; and 141,490 shares held by Banc Fund IX L.P.
The mailing address for all of these entities is 20 North Wacker
Drive, Suite 3300, Chicago, IL 60606.
|
|
Category
|
2016
|
2015
|
Audit Fees
(1)
|
$
199,328
|
$
124,500
|
Audit-Related Fees
(2)
|
73,615
|
13,685
|
Tax Fees
(3)
|
54,900
|
48,700
|
All
Other Fees
|
3,000
|
3,000
|
Total Fees Paid
|
$
330,843
|
$
189,885
|
|
PARAGON
COMMERCIAL CORPORATION
|
|
|
|
|
|
|
|
By:
|
/s/
Robert
C. Hatley
|
|
|
|
Robert C.
Hatley
|
|
|
|
President and Chief
Executive Officer
|
|
1 Year Paragon Commercial Corp. Chart |
1 Month Paragon Commercial Corp. Chart |
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