def14a
UNITED STATES
SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C.
20549
SCHEDULE 14A
Proxy Statement Pursuant to
Section 14(a) of the Securities
Exchange Act of 1934 (Amendment
No. )
Filed by the
Registrant þ
Filed by a Party other than the
Registrant o
Check the appropriate box:
o Preliminary
Proxy Statement
o Confidential,
for Use of the Commission Only (as permitted by
Rule 14a-6(e)(2))
þ Definitive
Proxy Statement
o Definitive
Additional Materials
o Soliciting
Material Pursuant to
§240.14a-12
Marlin Business Services Corp.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the
Registrant)
Payment of Filing Fee (Check the appropriate box):
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No fee required.
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Fee computed on table below per Exchange Act
Rules 14a-6(i)(1)
and 0-11.
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Title of each class of securities to which transaction applies:
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Aggregate number of securities to which transaction applies:
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Per unit price or other underlying value of transaction computed
pursuant to Exchange Act
Rule 0-11
(set forth the amount on which the filing fee is calculated and
state how it was determined):
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(4)
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Proposed maximum aggregate value of transaction:
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Fee paid previously with preliminary materials.
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Check box if any part of the fee is offset as provided by
Exchange Act
Rule 0-11(a)(2)
and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its
filing.
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(1)
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Amount Previously Paid:
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Form, Schedule or Registration Statement No.:
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MARLIN
BUSINESS SERVICES CORP.
300 Fellowship Road
Mount Laurel, NJ 08054
NOTICE OF ANNUAL MEETING OF
SHAREHOLDERS
To Be Held May 25, 2011
To the Shareholders of Marlin Business Services Corp.:
NOTICE IS HEREBY GIVEN that the Annual Meeting of
Shareholders (the Annual Meeting) of Marlin Business
Services Corp. (the Corporation), a Pennsylvania
corporation, will be held on May 25, 2011, at
9:00 a.m. at the Doubletree Hotel, 515 Fellowship Road,
Mount Laurel, New Jersey, 08054, for the following purposes:
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1.
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To elect a Board of Directors of eight (8) directors to
serve until the next annual meeting of shareholders of the
Corporation and until their successors are elected and qualified;
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2.
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To hold an advisory vote on the compensation of the
Corporations named executive officers, as described in the
Proxy Statement under Executive Compensation;
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3.
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To hold an advisory vote on the frequency of future advisory
votes regarding the compensation of the Corporations named
executive officers; and
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4.
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To transact such other business as may properly come before the
meeting or any adjournment or postponement thereof.
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The Board of Directors has fixed March 31, 2011, as the
record date for the determination of shareholders entitled to
notice of and to vote at the meeting or any adjournment thereof.
By order of the Board of Directors
George D. Pelose
Secretary
Your vote is important, regardless of the number of shares
you own. Even if you plan to attend the meeting, please date and
sign the enclosed proxy form, indicate your choice with respect
to the matters to be voted upon, and return it promptly in the
enclosed envelope. A proxy may be revoked before exercise by
notifying the Secretary of the Corporation in writing or in open
meeting, by submitting a proxy of a later date or attending the
meeting and voting in person.
Dated: April 25, 2011
Important Notice Regarding Availability of Proxy Materials for
the
Annual Meeting to be Held on May 25, 2011.
The Proxy Statement and Annual Report to Shareholders are
available at
https://materials.proxyvote.com/571157
MARLIN
BUSINESS SERVICES CORP.
300 Fellowship Road
Mount Laurel, NJ 08054
Proxy
Statement
Introduction
This Proxy Statement and the enclosed proxy card are furnished
in connection with the solicitation of proxies by the Board of
Directors of Marlin Business Services Corp. (the
Corporation), a Pennsylvania corporation, to be
voted at the Annual Meeting of Shareholders (the Annual
Meeting) of the Corporation to be held on Wednesday,
May 25, 2011, at 9:00 a.m., at the Doubletree Hotel,
515 Fellowship Road, Mount Laurel, New Jersey, 08054, or at
any adjournment or postponement thereof, for the purposes set
forth below:
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1.
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To elect a Board of Directors of eight (8) directors to
serve until the next annual meeting of shareholders of the
Corporation and until their successors are elected and qualified;
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2.
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To hold an advisory vote on the compensation of the
Corporations named executive officers, as described in the
Proxy Statement under Executive Compensation;
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3.
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To hold an advisory vote on the frequency of future advisory
votes regarding the compensation of the Corporations named
executive officers; and
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4.
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To transact such other business as may properly come before the
meeting or any adjournment or postponement thereof.
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This Proxy Statement and related proxy card have been mailed on
or about April 25, 2011, to all holders of record of common
stock of the Corporation as of the record date. The Corporation
will bear the expense of soliciting proxies. The Board of
Directors of the Corporation has fixed the close of business on
March 31, 2011, as the record date for the determination of
shareholders entitled to notice of and to vote at the Annual
Meeting and any adjournment or postponement thereof. The
Corporation has only one class of common stock, of which there
were 13,021,761 shares outstanding as of March 31,
2011.
Proxies
and voting procedures
Each outstanding share of common stock of the Corporation will
entitle the holder thereof to one vote on each separate matter
presented for vote at the Annual Meeting. Votes cast at the
meeting and submitted by proxy are counted by the inspectors of
the meeting who are appointed by the Corporation.
You can vote your shares by properly executing and returning a
proxy in the enclosed form. The shares represented by such proxy
will be voted at the Annual Meeting and any adjournment or
postponement thereof. If you specify a choice, the proxy will be
voted as specified. If no choice is specified, the shares
represented by the proxy will be voted for the election of all
of the director nominees named in the Proxy Statement; for the
adoption, on an advisory basis, of the resolution approving the
compensation of the Corporations named executive officers,
as described in the Proxy Statement under Executive
Compensation; for the selection, on an advisory basis, of
a frequency of every year for future shareholder votes on the
compensation of the Corporations named executive officers;
and in accordance with the judgment of the persons named as
proxies with respect to any other matter which may come before
the meeting. If you are the shareholder of record, you can also
choose to vote in person at the Annual Meeting.
A proxy may be revoked before exercise by notifying the
Secretary of the Corporation in writing or in open meeting, by
submitting a proxy of a later date or attending the meeting and
voting in person. You are encouraged to date and sign the
enclosed proxy form, indicate your choice with respect to the
matters to be voted upon and promptly return it to the
Corporation.
If your shares are held in a stock brokerage account or by a
bank or other nominee, you are considered the beneficial owner
of shares held in street name, and these proxy materials are
being forwarded to you by your broker or nominee, who is
considered, with respect to those shares, the shareholder of
record. As the beneficial
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owner, you have the right to direct how your broker votes your
shares. You are also invited to attend the meeting. However,
because you are not the shareholder of record, you may not vote
your street name shares in person at the Annual Meeting unless
you obtain a proxy executed in your favor from the holder of
record. Your broker or nominee has enclosed a voting instruction
card for you to use in directing the broker or nominee to vote
your shares.
Quorum
and voting requirements
The presence, in person or by proxy, of shareholders entitled to
cast a majority of the votes which shareholders are entitled to
cast on each matter to be voted upon at the meeting will
constitute a quorum for the meeting. If, however, the meeting
cannot be organized because a quorum is not present, in person
or by proxy, the shareholders entitled to vote and present at
the meeting will have the power, except as otherwise provided by
statute, to adjourn the meeting to such time and place as they
may determine. Those who attend or participate at a meeting that
has been previously adjourned for lack of a quorum, although
less than a quorum, shall nevertheless constitute a quorum for
the purpose of electing directors.
At the Annual Meeting, in connection with Proposal 1 to
elect the directors, you will be entitled to cast one vote for
each share held by you for each candidate nominated, but will
not be entitled to cumulate your votes. Votes may be cast in
favor of or withheld with respect to each candidate nominated.
The eight (8) director nominees receiving the highest
number of votes will be elected to the Board of Directors. Votes
that are withheld will be excluded entirely from the vote and
will have no effect, other than for purposes of determining the
presence of a quorum.
With respect to Proposal 2 regarding the advisory vote on
executive compensation, while the Corporation intends to
carefully consider the voting results of this proposal, the
final vote is advisory in nature and therefore not binding on
the Corporation, the Board of Directors or the Compensation
Committee. The Board and Compensation Committee value the
opinions of all of the Corporations shareholders and will
consider the outcome of this vote when making future
compensation decisions for the Corporations named
executive officers.
With respect to Proposal 3 regarding the advisory vote on
the frequency of future advisory votes on executive
compensation, because the vote is advisory, while the
Corporation intends to carefully consider the voting results of
this proposal, the final vote is advisory in nature and
therefore not binding on the Corporation, the Board of Directors
or the Compensation Committee. The Board and Compensation
Committee value the opinions of all of our shareholders and will
consider the outcome of this vote when making future decisions
on the frequency with which we will hold an advisory vote on
executive compensation.
Generally, broker non-votes occur when shares held by a broker,
bank or other nominee in street name for a
beneficial owner are not voted with respect to a particular
proposal because the broker, bank or other nominee (1) has
not received voting instructions from the beneficial owner and
(2) lacks discretionary voting power to vote those shares
with respect to that particular proposal. A broker is entitled
to vote shares held for a beneficial owner on
routine matters without instructions from the
beneficial owner of those shares. On the other hand, absent
instructions from the beneficial owner of such shares, a broker
is not entitled to vote shares held for a beneficial owner on
non-routine matters, such as the election of
directors (Proposal 1), the advisory vote on executive
compensation (Proposal 2) or the advisory vote on the
frequency of the advisory vote on compensation of our named
executive officers (Proposal 3).
In the past, if you held your shares in street name and you did
not indicate how you wanted your shares voted in the election of
directors, your broker, bank or other nominee was allowed to
vote those shares on your behalf in the election of directors as
they felt appropriate. Based on recent regulatory changes, your
broker, bank or other nominee is no longer able to vote your
uninstructed shares in the election of directors on a
discretionary basis. Thus, if you hold your shares in street
name and you do not instruct your broker, bank or other nominee
how to vote in the election of directors, no votes will be cast
on your behalf. Broker non-votes are counted for purposes of
determining whether or not a quorum exists for the transaction
of business, but will not be counted for purposes of determining
the number of shares represented and voted with respect to an
individual proposal, and therefore will have no effect on the
outcome of the vote on an individual proposal.
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Thus, if you do not give your broker specific voting
instructions, your shares will not be voted on these
non-routine matters and will not be counted in
determining the number of shares necessary for approval.
As to all other matters properly brought before the meeting, the
majority of the votes cast at the meeting, present in person or
by proxy, by shareholders entitled to vote thereon will decide
any question brought before the Annual Meeting, unless the
question is one for which, by express provision of statute or of
the Corporations Articles of Incorporation or Bylaws, a
different vote is required. Generally, abstentions and broker
non-votes on these matters will have the same effect as a
negative vote because under the Corporations Bylaws, these
matters require the affirmative vote of the holders of a
majority of the Corporations common stock, present in
person or by proxy at the Annual Meeting. Broker non-votes and
abstentions will be counted, however, for purposes of
determining whether a quorum is present.
Governance
of the Corporation
Board of
Directors
Currently, the Board of Directors of the Corporation (the
Board of Directors or the Board) has
eight (8) members. The Board has affirmatively determined
that John J. Calamari, Lawrence J. DeAngelo,
Edward Grzedzinski, Kevin J. McGinty, Matthew J. Sullivan,
J. Christopher Teets and James W. Wert are each independent
directors. This constitutes more than a majority of our Board of
Directors. Only independent directors serve on our Audit
Committee, Compensation Committee and Nominating and Governance
Committee. The standards applied by the Board in affirmatively
determining whether a director is independent are
those objective standards set forth in the listing standards of
the Nasdaq Stock Market LLC (Nasdaq). Daniel P.
Dyer, the Corporations Chief Executive Officer, is also a
member of the Board. Mr. McGinty, a non-employee
independent director, serves as the Chairman of the Board. He
was elected to that position in March 2009, becoming the
Corporations first non-executive Chairman of the Board.
The Board is responsible for ensuring that independent directors
do not have a material relationship with us or any of our
affiliates or any of our executive officers or their affiliates.
Board
Leadership Structure
The Board believes that separating the roles of Chairman of the
Board and Chief Executive Officer strengthens the independence
of each role and enhances overall corporate governance. As a
result, in March 2009, the Board elected an independent
director, Kevin J. McGinty, to serve as the Boards first
non-executive Chairman of the Board. The Board believes that
separating the Chief Executive Officer and Chairman of the Board
positions provides the Corporation with the right foundation to
pursue the Corporations objectives.
Committees
The Corporation has three standing committees: the Audit
Committee, the Compensation Committee and the Nominating and
Governance Committee.
Audit Committee. The Audit Committee of the
Board (the Audit Committee) currently consists of
three independent directors: Messrs. Calamari (chairman),
Teets and Wert. The Board has determined that
Messrs. Calamari and Wert each qualify as an audit
committee financial expert as defined under current rules and
regulations of the Securities and Exchange Commission (the
SEC) and under Nasdaq listing standards, and that
all the members of the Audit Committee satisfy the independence
and other requirements for audit committee members under such
rules, regulations and listing standards. The Audit
Committees primary purpose is to assist the Board in
overseeing and reviewing: (1) the integrity of the
Corporations financial reports and financial information
provided to the public and to governmental and regulatory
agencies; (2) the adequacy of the Corporations
internal accounting systems and financial controls; (3) the
annual independent audit of the Corporations financial
statements, including the independent registered public
accountants qualifications and independence; and
(4) the Corporations compliance with law and ethics
programs as established by management and the Board. In this
regard, the Audit Committee, among other things, (a) has
sole authority to select, evaluate, terminate and replace the
Corporations independent registered public
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accountants; (b) has sole authority to approve in advance
all audit and non-audit engagement fees and terms with the
Corporations independent registered public accountants;
and (c) reviews the Corporations audited financial
statements, interim financial results, public filings and
earnings press releases prior to issuance, filing or
publication. The Board has adopted a written charter for the
Audit Committee, which is accessible on the investor relations
page of the Corporations website at
www.marlincorp.com. The Corporations website is not
part of this Proxy Statement and references to the
Corporations website address are intended to be inactive
textual references only.
Compensation Committee. The Compensation
Committee of the Board (the Compensation Committee)
currently consists of three independent directors:
Messrs. DeAngelo (chairman), Grzedzinski and Sullivan. The
functions of the Compensation Committee include:
(1) evaluating the performance of the Corporations
named executive officers and approving their compensation;
(2) preparing an annual report on executive compensation
for inclusion in the Corporations proxy statement;
(3) reviewing and approving compensation plans, policies
and programs and considering their design and competitiveness;
and (4) reviewing the Corporations non-employee
independent director compensation levels and practices and
recommending changes as appropriate. The Compensation Committee
reviews and approves corporate goals and objectives relevant to
chief executive officer compensation, evaluates the chief
executive officers performance in light of those goals and
objectives, and recommends to the Board the chief executive
officers compensation levels based on its evaluation. The
Compensation Committee also administers the Corporations
2003 Equity Compensation Plan, as amended, and the
Corporations 2003 Employee Stock Purchase Plan. The
Compensation Committee is governed by a written charter that is
accessible on the investor relations page of the
Corporations website at www.marlincorp.com.
Nominating and Governance Committee. The
Nominating and Governance Committee of the Board (the
Nominating Committee) currently consists of three
independent directors: Messrs. Grzedzinski (chairman),
DeAngelo and Wert. The Nominating Committee is responsible for
seeking, considering and recommending to the Board qualified
candidates for election as directors and proposing a slate of
nominees for election as directors at the Corporations
Annual Meeting of Shareholders. The Nominating Committee is
responsible for reviewing and making recommendations on matters
involving general operation of the Board and its committees, and
will annually recommend to the Board nominees for each committee
of the Board. The Nominating Committee is governed by a written
charter that is accessible on the investor relations page of the
Corporations website at www.marlincorp.com.
The Nominating Committee has determined that no one single
criteria should be given more weight than any other criteria
when it considers the qualifications of a potential nominee to
the Board. Instead, it believes that it should consider the
total skills set of an individual. In considering
potential nominees for director, the Nominating Committee will
consider each potential nominees personal abilities and
qualifications, independence, knowledge, judgment, character,
leadership skills, education and the diversity of their
background, expertise and experience in fields and disciplines
relevant to the Corporation, including financial literacy or
expertise. In addition, potential nominees should have
experience in positions with a high degree of responsibility, be
leaders in the companies or institutions with which they are
affiliated and be selected based upon contributions that they
can make to the Corporation. The Nominating Committee considers
all of these qualities when selecting, subject to ratification
by the Board, potential nominees for director.
The Board views both demographic and geographic diversity among
the directors as desirable and strives to take into account how
a potential nominee for director will impact the diversity that
the Board has achieved over the years.
The Nominating Committees process for identifying and
evaluating potential nominees includes soliciting
recommendations from existing directors and officers of the
Corporation and reviewing the Board and Committee Assessments
completed by the directors. The Corporation does not currently
pay any fees to third parties to assist in identifying or
evaluating potential nominees, but the Corporation may seek such
assistance in the future.
The Nominating Committee will also consider recommendations from
shareholders regarding potential director candidates provided
that such recommendations are made in compliance with the
nomination procedures set
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forth in the Corporations Bylaws. The procedures in the
Corporations Bylaws require the shareholder to submit
written notice of the proposed nominee to the Secretary of the
Corporation no less than 90 days prior to the anniversary
date of the immediately preceding annual meeting of
shareholders. To be in proper form, such written notice must
include, among other things, (i) the name, age, business
address and residence of the proposed nominee, (ii) the
principal occupation or employment of such nominee,
(iii) the class and number of shares of capital stock of
the Corporation owned beneficially or of record by such nominee
and (iv) any other information relating to the proposed
nominee that would be required to be disclosed in a proxy
statement or other filings required to be made in connection
with solicitations of proxies for the election of directors. In
addition, as to the shareholder giving the notice, the notice
must also provide (a) such shareholders name and
record address, (b) the class and number of shares of
capital stock of the Corporation owned beneficially or of record
by such shareholder, (c) a description of all arrangements
or understandings between such shareholder and each proposed
nominee and any other persons (including their names) pursuant
to which the nominations are to be made by such shareholder,
(d) a representation that such shareholder (or his or her
authorized representative) intends to appear in person or by
proxy at the meeting to nominate the persons named in the notice
and (e) any other information relating to the shareholder
that would be required to be disclosed in a proxy statement or
other filings required to be made in connection with
solicitations of proxies for the election of directors. If the
shareholder of record is not the beneficial owner of the shares,
then the notice to the Secretary of the Corporation must include
the name and address of the beneficial owner and the information
referred to in clauses (c) and (e) above (substituting
the beneficial owner for such shareholder).
Risk
Management Oversight
The Corporation is subject to a variety of risks, including
credit risk, liquidity risk, operational risk and market risk.
The Board oversees risk management through a combination of
processes. The Corporations management has developed risk
management processes intended to (1) timely identify the
material risks that the Corporation faces, (2) communicate
necessary information with respect to material risks to senior
executives and, as appropriate, to the Board or relevant Board
committee, (3) implement appropriate and responsive risk
management strategies consistent with Corporations risk
profile and (4) integrate risk management into the
Corporations decision-making. The Board regularly reviews
information regarding the Corporations credit, liquidity
and operations, as well as the risks associated with each,
during the Board meetings scheduled throughout the year.
The Corporation has established a Senior Credit Committee, which
is comprised of its Chief Executive Officer, Chief Operating
Officer, Chief Risk Officer, Director of Credit and Vice
President of Account Servicing. The Senior Credit Committee
oversees the Corporations comprehensive credit
underwriting process. The Board has reviewed the risk management
processes related to credit risk and members of the Senior
Credit Committee present a report on the status of the risks and
metrics used to monitor such credit risks to the Board at least
annually. In addition, management provides the Board with
frequent updates which include financial results, operating
metrics, key initiatives and any internal or external issues
affecting the organization.
Among its other duties, the Audit Committee, in consultation
with the management, the independent registered public
accountants and the internal auditors, discusses the
Corporations policies and guidelines regarding risk
assessment and risk management, as well as the
Corporations significant financial risk exposures and the
steps management has taken to monitor, control and report such
exposures. The Compensation Committee considers the risks that
may be presented by the structure of the Corporations
compensation programs and the metrics used to determine
individual compensation under that program. Among its other
duties, the Nominating Committee develops corporate governance
guidelines applicable to the Corporation and recommends such
guidelines or revisions of such guidelines to the Board. The
Nominating Committee reviews such guidelines at least annually
and, when necessary or appropriate, recommends changes to the
Board. The Board believes that the present leadership structure,
along with the Corporations corporate governance policies
and procedures, permits the Board to effectively perform its
role in the risk oversight of the Corporation.
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Compensation
Risk Assessment
As part of its oversight of the Corporations executive
compensation program, the Compensation Committee considers the
impact of the Corporations executive compensation program,
and the incentives created by the compensation awards that it
administers, on the Corporations risk profile. In
addition, the Corporation reviews all of its compensation
policies and procedures, including the incentives that they
create and factors that may reduce the likelihood of excessive
risk taking, to determine whether they present a significant
risk to the Corporation. Based on this review, the Corporation
has concluded that its compensation policies and procedures are
not reasonably likely to have a material adverse effect on the
Corporation.
Whistleblower
Procedures
The Corporation has established procedures that provide
employees with the ability to make anonymous submissions
directly to the Audit Committee regarding concerns about
accounting or auditing matters. The independent directors that
comprise the Audit Committee will review, investigate and, if
appropriate, respond to each submission made. Additionally, the
Corporation has reminded employees of its policy to not
retaliate or take any other detrimental action against employees
who make submissions in good faith.
Code of
Ethics and Business Conduct
All of the Corporations directors, officers and employees
(including its senior executive, financial and accounting
officers) are held accountable for adherence to the
Corporations Code of Ethics and Business Conduct (the
Code). The Code is posted on the investor relations
section of the Corporations website at
www.marlincorp.com. The purpose of the Code is to
establish standards to deter wrongdoing and to promote honest
and ethical behavior. The Code covers many areas of professional
conduct, including compliance with laws, conflicts of interest,
fair dealing, financial reporting and disclosure, confidential
information and proper use of the Corporations assets.
Employees are obligated to promptly report any known or
suspected violation of the Code through a variety of mechanisms
made available by the Corporation. Waiver of any provision of
the Code for a director or executive officer (including the
senior executive, financial and accounting officers) may only be
granted by the Board of Directors or the Audit Committee. Our
code of ethics and business conduct is available free of charge
on the investor relations page of the Corporations
website at www.marlincorp.com. We intend to post on our
website any amendments and waivers to the Code that are required
to be disclosed by SEC rules, or file a
Form 8-K,
Item 5.05, to the extent required by Nasdaq listing
standards.
Board and
Committee Meetings
From January 1, 2010 through December 31, 2010, there
were seven meetings of the Board of Directors, six meetings of
the Audit Committee, five meetings of the Compensation Committee
and three meetings of the Nominating Committee. All of our
Directors attended at least 75% of the aggregate number of
meetings of our Board and Board committees on which they served.
Directors are encouraged, but not required, to attend annual
meetings of the Corporations shareholders. Each director
attended the Corporations 2010 Annual Meeting of
Shareholders with the exception of Mr. DeAngelo.
Communications
with the Board
Shareholders may communicate with the Board or any of the
directors by sending written communications addressed to the
Board or any of the directors,
c/o Corporate
Secretary, Marlin Business Services Corp., 300 Fellowship
Road, Mount Laurel, New Jersey 08054. All communications are
compiled by the Corporate Secretary and forwarded to the Board
or the individual director(s) accordingly.
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Director
Ownership Requirements
Non-employee independent directors are subject to certain
ownership requirements. Each non-employee independent director
is required to own 2,500 shares of stock of the Corporation
(or 7,500 shares if serving as the Chairman of the Board).
Restricted shares do not count toward the ownership requirement.
As of March 31, 2011, all of the non-employee independent
directors were in compliance with the ownership requirement
except Mr. Grzedzinski, Mr. Teets and
Mr. Sullivan.
Proposal 1:
Election
of Directors
Nominees
for Election
In general, the Corporations directors are elected at each
annual meeting of shareholders. Currently, the number of
directors of the Corporation is eight (8). At the Annual
Meeting, the Corporations shareholders are being asked to
elect eight (8) directors to serve until the next annual
meeting of shareholders and until their successors are elected
and qualified, or until their earlier death, resignation or
removal. The nominees receiving the greatest number of votes at
the Annual Meeting up to the number of authorized directors will
be elected.
All eight (8) of the nominees for election as directors at
the Annual Meeting as set forth in the following table are
incumbent directors, and all of the nominees have been
previously elected as directors by the Corporations
shareholders. Each of the nominees has consented to serve as a
director if elected. Except to the extent that authority to vote
for any directors is withheld in a proxy, shares represented by
proxies will be voted for such nominees. In the event that any
of the nominees for director should, before the Annual Meeting,
become unable to serve if elected, shares represented by proxies
will be voted for such substitute nominees as may be recommended
by the Corporations existing Board, unless other
directions are given in the proxies. To the best of the
Corporations knowledge, all of the nominees will be
available to serve.
For each of the eight (8) nominees for election at the
Annual Meeting, set forth below is biographical and other
information as of March 1, 2011 as to each nominees
positions and offices held with the Corporation, principal
occupations during the past five years, directorships of public
companies and other organizations held during the past five
years and the specific experience, qualifications, attributes or
skills that, in the opinions of the Nominating Committee and the
Board of Directors, make each nominee qualified to serve as a
director of the Corporation:
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Director
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Name
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Age
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Principal Occupation
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Since
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John J. Calamari
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|
56
|
|
|
Former Executive Vice President and Chief Financial Officer of
J.G. Wentworth
|
|
|
2003
|
|
Lawrence J. DeAngelo
|
|
|
44
|
|
|
Managing Director of SunTrust Robinson Humphrey Investment Bank
|
|
|
2001
|
|
Daniel P. Dyer
|
|
|
52
|
|
|
CEO of Marlin Business Services Corp.
|
|
|
1997
|
|
Edward Grzedzinski
|
|
|
55
|
|
|
Managing Partner of GTX Partners, LLC
|
|
|
2006
|
|
Kevin J. McGinty
|
|
|
62
|
|
|
Managing Director of Peppertree Capital Management Inc.
|
|
|
1998
|
|
Matthew J. Sullivan
|
|
|
53
|
|
|
Partner with Peachtree Equity Partners
|
|
|
2008
|
|
J. Christopher Teets
|
|
|
38
|
|
|
Partner of Red Mountain Capital Partners LLC.
|
|
|
2010
|
|
James W. Wert
|
|
|
64
|
|
|
President & CEO of CM Wealth Advisors, Inc.
|
|
|
1998
|
|
John J.
Calamari:
Biography. Mr. Calamari has been a
director since November 2003. Since November 2009,
Mr. Calamari has served as an independent consultant in
accounting and financial matters for various clients in diverse
7
industries. Mr. Calamari served as the Executive Vice
President and Chief Financial Officer of J.G. Wentworth from
March 2007 until November 2009. Prior to that time,
Mr. Calamari was Senior Vice President, Corporate
Controller of Radian Group Inc., where he oversaw Radians
global controllership functions, a position he held after
joining Radian in September 2001. From 1999 to August 2001,
Mr. Calamari was a consultant to the financial services
industry, where he structured new products and strategic
alliances, established financial and administrative functions
and engaged in private equity financing for startup enterprises.
Mr. Calamari served as Chief Accountant of Advanta from
1988 to 1998, as Chief Financial Officer of Chase Manhattan Bank
Maryland and Controller of Chase Manhattan Bank (USA) from 1985
to 1988 and as Senior Manager at Peat, Marwick,
Mitchell & Co. (now KPMG LLP) prior to 1985. In
addition, Mr. Calamari served as a director of Advanta
National Bank, Advanta Bank USA and Credit One Bank.
Mr. Calamari received his undergraduate degree in
accounting from St. Johns University in 1976.
Qualifications. Mr. Calamari has over
33 years of banking and financial experience, including
five years serving in the role of Chief Financial Officer for a
bank and a financial services company. Mr. Calamari
achieved the level of certified public accountant, and he has
served as Chairman of the Corporations Audit Committee
since July 2004. He has seven years of past service as a
director of several non-public banks and financial services
companies. Mr. Calamari has also had leadership positions
with various community organizations. The Board has determined
that Mr. Calamari is an independent director and is
financially literate and an audit committee financial expert
within the meaning of applicable SEC rules. The Board views
Mr. Calamaris independence, his banking and financial
experience, his experience as a director of other companies and
his demonstrated leadership roles in business and community
activities as important qualifications, skills and experience
for the Boards conclusion that Mr. Calamari should
serve as a director of the Corporation.
Lawrence
J. DeAngelo:
Biography. Mr. DeAngelo has been a
director since July 2001. Mr. DeAngelo is a Managing
Director with SunTrust Robinson Humphrey, an investment bank
based in Atlanta, Georgia. Mr. DeAngelo served as a
Managing Director with Roark Capital Group, a private equity
firm based in Atlanta, Georgia from 2005 until January 2010.
Prior to joining Roark in 2005, Mr. DeAngelo was a Managing
Director of Peachtree Equity Partners, a private equity firm
based in Atlanta, Georgia. Prior to co-founding Peachtree in
April 2002, Mr. DeAngelo held numerous positions at
Wachovia Capital Associates, the private equity investment group
of Wachovia Bank, from 1996 to April 2002, the most recent of
which was Managing Director. From 1995 to 1996,
Mr. DeAngelo worked at Seneca Financial Group, and from
1992 to 1995, Mr. DeAngelo worked in the Corporate Finance
Department at Kidder, Peabody & Co. From 1990 to 1992,
Mr. DeAngelo attended business school. From 1988 to 1990,
Mr. DeAngelo was a management consultant with
Peterson & Co. Consulting. Mr. DeAngelo received
his undergraduate degree in economics from Colgate University
and his MBA from the Yale School of Management.
Qualifications. Mr. DeAngelo has over
20 years of experience as an investment banker and private
equity professional, including 12 years serving in the role
of Managing Director for a variety of private equity firms. He
served as Chairman of the Corporations Nominating and
Governance Committee from November 2003 to March 2009, and has
served as Chairman of the Corporations Compensation
Committee since March 2009. He has served as a director of 10
privately held companies. The Board has determined that
Mr. DeAngelo is an independent director and is financially
literate within the meaning of applicable SEC rules. The Board
views Mr. DeAngelos independence, his investment
banking and private equity experience, his experience as a
director of other companies and his demonstrated leadership
roles in business as important qualifications, skills and
experience for the Boards conclusion that
Mr. DeAngelo should serve as a director of the Corporation.
Daniel P.
Dyer:
Biography. Mr. Dyer has been Chief
Executive Officer since co-founding the Corporation in 1997. In
December of 2006, Mr. Dyer also assumed the role of
President of the Corporation. From 1986 to 1997, Mr. Dyer
served in a number of positions with Advanta Business Services,
including Senior Vice President
8
and Chief Financial Officer, where he was responsible for
financial, IT, strategic planning and treasury functions.
Mr. Dyer received his undergraduate degree in accounting
and finance from Shippensburg University and is a licensed
certified public accountant (non-active status).
Qualifications. Mr. Dyer has over
27 years of experience in financial services, including
24 years experience in the equipment leasing industry.
Mr. Dyer is co-founder of the Corporation and has served as
Chairman of the Corporations Board of Directors from the
Corporations inception in 1997 to March 2009, and he has
served as the Corporations Chief Executive Officer since
1997. He has seven years of past service as a director of
privately held companies. Mr. Dyer has also held leadership
positions with various community organizations and industry
related organizations including the Equipment Leasing and
Finance Associations Industry Futures Council and
Foundation. The Board views Mr. Dyers leadership
ability along with his significant industry knowledge and broad
financial services expertise as important qualifications, skills
and experience for the Boards conclusion that
Mr. Dyer should serve as a director of the Corporation.
Edward
Grzedzinski:
Biography. Mr. Grzedzinski has been a
director since May 2006. Mr. Grzedzinski is a Managing
Partner of GTX Partners LLC, a provider of information security
and payment card industry compliance services.
Mr. Grzedzinski served as the Chairman and Chief Executive
Officer of NOVA Corporation from September 1995 to November
2004, and Vice Chairman of US Bancorp from July 2001 to
November 2004. Mr. Grzedzinski has over 25 years of
experience in the electronic payments industry and co-founded
the predecessor of NOVA Corporation, NOVA Information Systems,
in 1991. Mr. Grzedzinski served as a member of the Managing
Committee of US Bancorp, and was a member of the Board of
Directors of US Bank, N.A. Mr. Grzedzinski also served as
Chairman of euroConex Technologies, Limited, a European payment
processor owned by US Bancorp, until November 2004 and was
a member of the Board of Directors of Indus International Inc.,
a global provider of enterprise asset management products and
services, until October 2004. Mr. Grzedzinski is also
Chairman of Veracity Payment Solutions, Inc., a payment
processing and information services company, and a director of
Neenah Paper, Inc.
Qualifications. Mr. Grzedzinski has over
25 years of experience in leadership roles with financial
services companies, including 10 years serving in the role
of Chief Executive Officer for an electronic payment services
company. Mr. Grzedzinski has served as Chairman of the
Corporations Nominating Committee since March 2009. He has
eight years of service as a director of public companies, and
has also spent over five years serving on the boards of several
non-public financial services companies. Mr. Grzedzinski
has also had leadership positions with various cultural and
community organizations. The Board has determined that
Mr. Grzedzinski is an independent director and is
financially literate within the meaning of applicable SEC rules.
The Board views Mr. Grzedzinskis independence, his
financial services experience, his experience as a director of
other companies and his demonstrated leadership roles in
business and community activities as important qualifications,
skills and experience for the Boards conclusion that
Mr. Grzedzinski should serve as a director of the
Corporation.
Kevin J.
McGinty:
Biography. Mr. McGinty has been a
director since February 1998 and has served as non-executive
Chairman of the Board of Directors of the Corporation since
March 2009. Mr. McGinty is Managing Director of Peppertree
Capital Management, Inc. (Peppertree), a private
equity fund management firm. Prior to founding Peppertree in
January 2000, Mr. McGinty served as a Managing Director of
Primus Venture Partners during the period from 1990 to December
1999. In both organizations Mr. McGinty was involved in
private equity investing, both as a principal and as a limited
partner. From 1970 to 1990, Mr. McGinty was employed by
Society National Bank, now KeyBank, N.A., where in his final
position he was an Executive Vice President. Mr. McGinty
received his undergraduate degree in economics from Ohio
Wesleyan University and his MBA in finance from Cleveland State
University.
Qualifications. Mr. McGinty has over
40 years of experience in the banking and private equity
industries, including 20 years as an officer of a bank and
20 years serving in the role of Managing Director for a
variety
9
of private equity firms. He served as Chairman of the
Corporations Compensation Committee from
November 2003 to March 2009, and has served as Chairman of
the Corporations Board of Directors since March 2009. He
has 25 years of past service as a director of privately
held companies. Mr. McGinty has also had leadership
positions with various cultural and community organizations. The
Board has determined that Mr. McGinty is an independent
director and is financially literate within the meaning of
applicable SEC rules. The Board views Mr. McGintys
independence, his banking experience, his experience as a
director of other companies and his demonstrated leadership
roles in business and community activities as important
qualifications, skills and experience for the Boards
conclusion that Mr. McGinty should serve as a director of
the Corporation.
Matthew
J. Sullivan:
Biography. Mr. Sullivan has been a
director since April 2008. Mr. Sullivan is a Partner with
Peachtree Equity Partners (Peachtree), a private
equity investment firm. Mr. Sullivan co-founded Peachtree
in 2002. From 1994 to 2002, Mr. Sullivan held numerous
positions at Wachovia Capital Associates, the private equity
investment group of Wachovia Bank, the most recent of which was
Managing Director. From 1983 to 1994, Mr. Sullivan worked
in the Corporate Finance Department at Kidder,
Peabody & Co. and previously with Arthur
Andersen & Company where he earned his certified
public accountant license (currently non-active status).
Mr. Sullivan received his undergraduate degree in finance
from the University of Pennsylvania and his MBA from Harvard
Business School.
Qualifications. Mr. Sullivan has over
20 years of experience as an investment banker and private
equity professional, including over 10 years serving in the
role of Managing Director for a variety of private equity firms.
He has over 10 years of past service as a director of
privately held companies. Mr. Sullivan has also had
leadership positions with various cultural and community
organizations. The Board has determined that Mr. Sullivan
is an independent director and is financially literate within
the meaning of applicable SEC rules. The Board views
Mr. Sullivans independence, his investment banking
and private equity experience, his experience as a director of
other companies and his demonstrated leadership roles in
business and community activities as important qualifications,
skills and experience for the Boards conclusion that
Mr. Sullivan should serve as a director of the Corporation.
Biography. Mr. Teets has been a director
since May 2010. Mr. Teets has served as a Partner of Red
Mountain Capital Partners LLC (Red Mountain), an
investment firm, since February 2005. Before joining Red
Mountain in 2005, Mr. Teets was an investment banker at
Goldman Sachs & Co. Prior joining Goldman Sachs in
2000, Mr. Teets worked in the investment banking division
of Citigroup. Mr. Teets currently serves on the boards of
Air Transport Services Group, Inc., Affirmative Insurance
Holdings, Inc. and Encore Capital Group, Inc. Mr. Teets
holds a bachelors degree from Occidental College and an
MSc degree from the London School of Economics.
Qualifications. Mr. Teets has over
13 years of experience as an investment banker and
investment professional, which includes advising and investing
in financial institutions. Mr. Teets experience also
includes six years serving as a Partner for an investment firm.
He has four years of service as a director of other public
companies and currently sits on the boards of three such
companies. The Board has determined that Mr. Teets is an
independent director, and is financially literate. The Board
views Mr. Teets independence, his investment banking
and public and private investing experience, his experience with
financial institutions, his experience as a director of other
public companies and his demonstrated leadership roles in
business as important qualifications, skills and experience for
the Boards conclusion that Mr. Teets should serve as
a director of the Corporation.
James W.
Wert:
Biography. Mr. Wert has been a director
since February 1998. Mr. Wert is President and CEO of CM
Wealth Advisors, Inc. f/k/a Clanco Management Corp., which is a
wealth management and investment advisory firm headquartered in
Cleveland, Ohio. Prior to joining Clanco in May 2000,
Mr. Wert served as Chief Financial
10
Officer and then Chief Investment Officer of KeyCorp, a
financial services company based in Cleveland, Ohio, and its
predecessor, Society Corporation, until 1996, holding a variety
of capital markets and corporate banking leadership positions
spanning his 25 year banking career. Mr. Wert received
his undergraduate degree in finance from Michigan State
University in 1971 and completed the Stanford University
Executive Program in 1982. Mr. Wert also serves as Vice
Chairman and Director of Park-Ohio Holdings Corp.
Qualifications. Mr. Wert has over
25 years of experience in the banking and financial
services industries, including 20 years as a senior officer
of a bank. He served as Chairman of the Corporations Audit
Committee from November 2003 to July 2004. He has 19 years
of service as a director of public companies, and has also spent
16 years serving on the boards of several non-public
entities. Mr. Wert has also had leadership positions with
various cultural and community organizations. The Board has
determined that Mr. Wert is an independent director and is
financially literate and an audit committee financial expert
within the meaning of applicable SEC rules. The Board views
Mr. Werts independence, his banking and financial
services experience, his experience as a director of other
companies and his demonstrated leadership roles in business and
community activities as important qualifications, skills and
experience for the Boards conclusion that Mr. Wert
should serve as a director of the Corporation.
Recommendation
of the Board of Directors
The Board recommends that the shareholders vote
FOR the eight (8) nominees listed above.
Proxies received will be so voted unless shareholders specify
otherwise in the proxy.
Proposal 2:
Non-Binding
Advisory Vote on Executive Compensation
The following proposal gives the Corporations shareholders
the opportunity to vote to approve or not approve, on an
advisory basis, the compensation of the Corporations named
executive officers. This vote is provided as required by
Section 14A of the Securities Exchange Act of 1934, as
amended. Accordingly, for the reasons discussed in the
Compensation Discussion and Analysis section of this
Proxy Statement, the Corporation is asking its shareholders to
vote FOR the adoption of the following resolution:
RESOLVED, that the compensation paid to the named
executive officers of Marlin Business Services Corp.
(Marlin), as disclosed pursuant to Item 402 of
Regulation S-K,
including the Compensation Discussion and Analysis, compensation
tables and narrative discussion as disclosed in Marlins
Proxy Statement for the 2011 Annual Meeting of Shareholders, is
hereby approved.
While the Corporation intends to carefully consider the voting
results of this proposal, the final vote is advisory in nature
and therefore not binding on the Corporation, the Board of
Directors or the Compensation Committee. The Board and
Compensation Committee value the opinions of all of the
Corporations shareholders and will consider the outcome of
this vote when making future compensation decisions for the
Corporations named executive officers.
As described in detail under Compensation Discussion and
Analysis in this Proxy Statement, our executive
compensation program is designed to reward the achievement of
specific annual, long-term and strategic goals by the
Corporation and to align executives interests with those
of the Corporations shareholders by rewarding performance
against established goals, with the ultimate objective of
improving shareholder value. The Compensation Committee of the
Board of Directors evaluates both performance and compensation
to ensure that the Corporation maintains its ability to attract
and retain superior employees in key positions and that
compensation provided to key employees remains competitive in
the marketplace. To that end, we believe that our compensation
program, with its balance of short-term incentives (including
cash compensation) and long-term incentives (including
equity-based compensation), and share ownership guidelines
reward sustained performance that is measured against
established goals and aligned with long-term shareholder
interests. Shareholders are encouraged to read the Compensation
Discussion and Analysis, the accompanying compensation tables
and the related narrative disclosure.
11
Recommendation
of the Board of Directors
The Board of Directors recommends a vote FOR the
adoption of the above resolution indicating approval, on an
advisory basis, of the compensation of the Corporations
named executive officers.
Proposal 3:
Non-Binding
Advisory Vote on the Frequency of the Shareholder Vote on
Executive Compensation
The following proposal gives the Corporations shareholders
the opportunity to vote, on an advisory basis, on the frequency
with which the Corporation includes in its proxy statement an
advisory vote, similar to Proposal 2 herein, regarding the
compensation of the Corporations named executive officers.
By voting on this proposal, shareholders may indicate whether
they prefer that the Corporation seek such an advisory vote
every one, two or three years or they may abstain. Pursuant to
Section 14A of the Securities Exchange Act of 1934, as
amended, the Corporation is required to hold an advisory
shareholder vote at least once every six years to determine the
frequency of the advisory shareholder vote on executive
compensation.
After careful consideration of this proposal, the Board of
Directors determined that an advisory vote on executive
compensation that occurs every year is the most appropriate
alternative for the Corporation and therefore recommends a vote
for an annual advisory vote. While the Corporations
executive compensation program is designed to promote a
long-term connection between pay and performance and to provide
incentives for performance over a multi-year period, the Board
currently believes that holding an annual advisory vote on
executive compensation will provide the Corporation with more
direct and immediate feedback on the compensation paid to our
named executive officers. The Compensation Committee, which
administers our executive compensation program, values the
opinions expressed by shareholders in these votes. An annual
vote gives shareholders the opportunity to react promptly to
emerging trends in compensation and gives the Board and the
Compensation Committee the opportunity to evaluate individual
compensation decisions each year in light of the ongoing
feedback from shareholders. The Board believes that an annual
advisory vote would enable our shareholders to provide the
Corporation with input regarding the compensation of our named
executive officers on a timely basis.
You may cast your vote on your preferred voting frequency by
selecting the option of holding an advisory vote on executive
compensation EVERY YEAR, as recommended by the Board
of Directors, EVERY THREE YEARS or EVERY TWO
YEARS, or you may ABSTAIN. Your vote is not
intended to approve or disapprove the recommendation of the
Board of Directors. Rather, the Corporation will consider the
shareholders to have expressed a preference for the option that
receives the most votes.
While the Corporation intends to carefully consider the voting
results of this proposal, the final vote is advisory in nature
and therefore not binding on the Corporation, the Board of
Directors or the Compensation Committee. The Board and
Compensation Committee value the opinions of all of our
shareholders and will consider the outcome of this vote when
making future decisions on the frequency with which we will hold
an advisory vote on executive compensation.
Recommendation
of the Board of Directors
The Board of Directors recommends that an advisory vote to
approve the compensation of the Corporations named
executive officers be held EVERY YEAR.
12
Security
Ownership of Certain Beneficial Owners and Management
The following table sets forth information with respect to the
beneficial ownership of our common stock as of March 1,
2011, by:
|
|
|
each person or entity known by us to beneficially own more than
5% of our common stock;
|
|
|
each of our named executive officers in the Summary Compensation
Table below;
|
|
|
each of our directors and nominees; and
|
|
|
all of our executive officers, directors and nominees as a group.
|
Under the rules of the SEC, a person is deemed to be a
beneficial owner of a security if that person has or shares
voting power, which includes the power to vote or to direct the
voting of such security, or investment power, which includes the
power to dispose of or to direct the disposition of such
security. A person is also deemed to be a beneficial owner of
any securities for which that person has a right to acquire
beneficial ownership within 60 days. Under these rules,
more than one person may be deemed a beneficial owner of the
same securities and a person may be deemed to be the beneficial
owner of securities as to which such person has no economic
interest.
|
|
|
|
|
|
|
|
|
|
|
Number of Shares
|
|
Percent
|
Name of Beneficial Owner
|
|
Beneficially Owned
|
|
of Class
|
|
Executive Officers, Directors and Nominees
|
|
|
|
|
|
|
|
|
Daniel P.
Dyer(1,2)
|
|
|
530,513
|
|
|
|
4.03
|
%
|
George D.
Pelose(1,2)
|
|
|
368,824
|
|
|
|
2.80
|
|
Lynne C.
Wilson(1,2)
|
|
|
99,764
|
|
|
|
*
|
|
John J.
Calamari(3)
|
|
|
33,117
|
|
|
|
*
|
|
Lawrence J.
DeAngelo(3)
|
|
|
40,104
|
|
|
|
*
|
|
Edward
Grzedzinski(3)
|
|
|
27,591
|
|
|
|
*
|
|
Kevin J.
McGinty(3)
|
|
|
112,022
|
|
|
|
*
|
|
James W.
Wert(3)
|
|
|
78,991
|
|
|
|
*
|
|
Matthew J.
Sullivan(1,3,4)
|
|
|
2,331,700
|
|
|
|
17.82
|
|
J. Christopher
Teets(1,5)
|
|
|
2,980
|
|
|
|
*
|
|
All executive officers, directors and nominees as a group
(10 persons)(1,6)
|
|
|
3,625,606
|
|
|
|
27.09
|
|
Beneficial Owners of More Than 5% of Common Stock
|
|
|
|
|
|
|
|
|
Peachtree Equity Investment Management,
Inc.(7)
|
|
|
2,309,934
|
|
|
|
17.95
|
|
1170 Peachtree St., Ste. 1610
Atlanta, GA 30309
|
|
|
|
|
|
|
|
|
Columbia Wanger Asset Management,
L.P.(8)
|
|
|
1,214,550
|
|
|
|
9.4
|
|
227 West Monroe Street, Suite 3000
Chicago, IL 60606
|
|
|
|
|
|
|
|
|
Red Mountain Capital Partners LLC
|
|
|
1,053,474
|
|
|
|
8.2
|
|
10100 Santa Monica Blvd, Ste. 925
Los Angeles, CA 90067
|
|
|
|
|
|
|
|
|
Dimensional Fund Advisors
LP.(9)
|
|
|
933,690
|
|
|
|
7.25
|
|
Palisades West, Building One
6300 Bee Cave Road
Austin, TX 78746
|
|
|
|
|
|
|
|
|
William Blair & Company,
LLC(10)
|
|
|
887,043
|
|
|
|
6.89
|
|
222 W. Adams Street
Chicago, IL 60606
|
|
|
|
|
|
|
|
|
* Represents less than 1%.
13
(1) Does
not include options vesting more than 60 days after
March 1, 2011, held by Mr. Dyer (85,219),
Mr. Pelose (64,155), Ms. Wilson (21,650),
Mr. Sullivan (1,250), and Mr. Teets (5,000). Includes,
where applicable, shares held in the 2003 Employee Stock
Purchase Plan and restricted shares awarded under the 2003
Equity Compensation Plan, as amended.
(2) Includes
options for Mr. Dyer (95,871), Mr. Pelose (103,800)
and Ms. Wilson (6,711) to purchase shares that are
currently exercisable or will become exercisable within
60 days following March 1, 2011.
(3) Includes
options for Mr. Calamari (15,898), Mr. DeAngelo
(15,898), Mr. Grzedzinski (13,237), Mr. McGinty
(25,981), Mr. Sullivan (9,495) and Mr. Wert (25,698)
to purchase shares that are currently exercisable or will become
exercisable within 60 days following March 1, 2011.
(4) Includes
2,309,934 shares that are reported as beneficially owned by
Peachtree Equity Investment Management, Inc., based solely on a
Schedule 13G filed jointly by such entity, WCI (Private
Equity) LLC (WCI) and Matthew J. Sullivan with the
SEC on February 17, 2004. The shares are reported as
directly owned by WCI, whose sole manager is Peachtree Equity
Investment Management, Inc. (the Manager). The
Manager could be deemed to be an indirect beneficial owner of
the reported shares, and could be deemed to share such
beneficial ownership with WCI. Matthew J. Sullivan is a director
of the Manager, and could be deemed to be an indirect beneficial
owner of the reported shares, and could be deemed to share such
indirect beneficial ownership with the Manager and WCI.
Mr. Sullivan disclaims beneficial ownership of the reported
shares except to the extent of his pecuniary interest therein.
(5) The
information for Mr. Teets does not include shares
beneficially owned by Red Mountain Capital Partners LLC
(Red Mountain), as described in footnote 9 below.
Mr. Teets, a Partner of Red Mountain, disclaims beneficial
ownership of the shares of the Corporation beneficially owned by
Red Mountain.
(6) Includes
options to purchase 312,589 shares that are currently
exercisable or will become exercisable within 60 days
following March 1, 2011.
(7) The
shares reported as beneficially owned by Peachtree Equity
Investment Management, Inc. are based solely on a
Schedule 13G filed jointly by such entity, WCI (Private
Equity) LLC (WCI) and Matthew J. Sullivan with the
SEC on February 17, 2004. The shares are reported as
directly owned by WCI, whose sole manager is Peachtree Equity
Investment Management, Inc. (the Manager). The
Manager could be deemed to be an indirect beneficial owner of
the reported shares, and could be deemed to share such
beneficial ownership with WCI. Matthew J. Sullivan is a director
of the Manager, and could be deemed to be an indirect beneficial
owner of the reported shares, and could be deemed to share such
indirect beneficial ownership with the Manager and WCI.
Mr. Sullivan disclaims beneficial ownership of the reported
shares except to the extent of his pecuniary interest therein.
(8) The
shares reported as beneficially owned by Columbia Wanger Asset
Management, L.P. (Columbia) are reported as of
December 31, 2010, based solely on a Schedule 13G/A
filed by Columbia on February 8, 2011. Columbia is the
beneficial owner of 1,214,550 shares and these shares
include shares held by Columbia Acorn Trust (CAT), a
Massachusetts business trust that is advised by the reporting
person. CAT holds 9.2% of the shares of issuer.
(9) The
shares reported as beneficially owned by Dimensional
Fund Advisors LP (Dimensional) are reported as
of December 31, 2010, based solely on a Schedule 13G
filed by Dimensional on February 11, 2011. Dimensional
reported that it does not possess any sole or shared voting or
investment power over any shares beneficially owned. Dimensional
disclaims beneficial ownership of the shares reported.
(10) The
shares reported as beneficially owned by William
Blair & Company, L.L.C (Blair) are
reported as of December 31, 2010, based solely on a
Schedule 13G/A filed by Blair on February 8, 2011.
14
Executive
Compensation
Compensation
Discussion and Analysis
Compensation
Overview
The Compensation Committee of the Board of Directors sets and
administers the policies that govern our executive compensation,
including:
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establishing and reviewing executive base salaries;
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overseeing the Corporations annual incentive compensation
plans;
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overseeing the Corporations long-term equity-based
compensation plan;
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approving all bonuses and awards under those plans; and
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annually approving and recommending to the Board all
compensation decisions for executive officers, including those
for the Chief Executive Officer (the CEO) and the
other officers named in the Summary Compensation Table (together
with the CEO, the Executive Officers).
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The current Executive Officers of the Corporation are Daniel P.
Dyer, George D. Pelose and Lynne C. Wilson. All of them were
Executive Officers during 2010.
The Compensation Committee operates under a written charter
(accessible on the investor relations page of the
Corporations website at www.marlincorp.com) and
only independent directors serve on the Compensation Committee.
Compensation Philosophy. The Compensation
Committee believes that the most effective executive
compensation program is one that is designed to reward the
achievement of specific annual, long-term and strategic goals by
the Corporation, and which aligns executives interests
with those of the shareholders by rewarding performance against
established goals, with the ultimate objective of improving
shareholder value. The Compensation Committee evaluates both
performance and compensation to ensure that the Corporation
maintains its ability to attract and retain superior employees
in key positions and that compensation provided to key employees
remains competitive in the marketplace. To that end, the
Compensation Committee believes executive compensation packages
provided by the Corporation to its executives, including the
Executive Officers, should include both cash and equity-based
compensation that reward performance as measured against
established goals.
Managements Role in the Compensation-Setting
Process. The Compensation Committee makes all
compensation decisions relating to the Executive Officers;
however, the Corporations management plays a significant
role in the compensation-setting process, including:
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evaluating employee performance;
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establishing performance targets and objectives; and
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recommending salary and bonus levels and equity awards.
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The CEO works with the Compensation Committee Chairman in
establishing the agenda for Compensation Committee meetings.
Management also prepares meeting information for each
Compensation Committee meeting. The CEO also occasionally
participates in Compensation Committee meetings at the
Compensation Committee Chairmans request to provide:
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background information regarding the Corporations
strategic objectives;
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a tally sheet for each Executive Officer, setting forth total
compensation and aggregate equity awards for each Executive
Officer;
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an evaluation of the performance of the Corporations
officers, including the Executive Officers; and
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15
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compensation and equity award recommendations as to the
Corporations officers, including the Executive Officers.
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The Compensation Committee can exercise its discretion in
modifying any recommended awards to the Corporations
officers, including the Executive Officers. On February 28,
2011, the Compensation Committee chairman presented the 2010
bonus recommendations to the full Board of Directors of the
Corporation, and the Board approved the 2010 bonus
recommendations put forth by the CEO.
External Consultants and Benchmarking. The
Compensation Committee has utilized the services of an
independent consulting firm, Watson Wyatt. In 2004, the
Compensation Committee first engaged Watson Wyatt to conduct a
study of the Corporations Executive Officer compensation
programs and strategies (the 2004 Watson Study). The
2004 Watson Study compared the Corporations executive
compensation levels with that of (i) a peer group comprised
of companies with a business services and financing focus that
are similar in size to the Corporation (the peer
group), (ii) compensation details from various market
surveys across several industries (together with the peer group,
the comparison group), and (iii) broader
financial services industry practices. The 2004 Watson Study
selected a compensation peer group of companies consisting of
eight publicly-traded companies in a similar industry and size
with executive positions with responsibilities similar in
breadth and scope as the Corporation. The peer group used in the
initial benchmark analysis contained in the 2004 Watson Study
consisted of: California First National Bank (CFNB); Credit
Acceptance Corp. (CACC); Financial Federal Corp. (FIF); First
Marblehead Corp. (FMD); Medallion Financial Corp. (TAXI);
Portfolio Recovery Associates Inc. (PRAA); First Investors
Financial Services Group Inc. (FIFS); and World Acceptance Corp.
(WRLD).
The 2004 Watson Study concluded that the Corporations
Executive Officers are paid conservatively relative to the
comparison group. The study noted that the Executive
Officers base salaries at the time of the report were
generally below the 50th percentile of the comparison group, but
the competitiveness of the Executive Officers total annual
cash compensation improved with above market bonus
opportunities. The 2004 Watson Study further noted that the
value of the existing long-term incentives granted to the
executives (primarily in the form of stock options) was below
market levels.
In response to the findings of the 2004 Watson Study and in
keeping with our philosophy of providing strong incentives for
superior performance, the Compensation Committee modified the
structure of the Corporations Executive Officer equity
compensation program. Based on recommendations contained in the
2004 Watson Study, effective in 2005, the Compensation Committee
modified the stock-based incentive award program for the
Executive Officers to include the three separate components set
forth below (i.e., stock option grants, restricted stock grants,
and the management stock ownership program (the
MSOP)). The 2004 Watson Study suggested that this
mix of stock-based awards will improve the competitiveness of
the Corporations long-term incentive plan for its
Executive Officers and will better serve to align the overall
interests of the Executive Officers with the Corporations
shareholders.
In October 2008, the Compensation Committee engaged Watson Wyatt
to update the 2004 Watson Study regarding the Corporations
Executive Officer compensation programs and strategies (the
2008 Watson Study). In response to the findings of
the 2008 Watson Study, the Compensation Committee further
modified the structure of the Corporations Executive
Officer compensation programs. Based on recommendations
contained in the 2008 Watson Study, effective in 2009, the three
components of the stock-based incentive award program for the
Executive Officers consisted of performance accelerated
restricted stock awards, time vesting restricted stock, and the
MSOP. Based on the 2008 Watson Study, stock options were
eliminated from future grants and replaced with restricted stock.
The equity grants made to the Executive Officers in 2010 were
done under the program structure recommended in the 2008 Watson
Study.
Compensation
Components
As part of their studies, Watson Wyatt reviewed the
Corporations existing executive compensation structure and
assisted in the development of executive compensation programs
that (a) are competitive among
16
companies in similar growth and development stages to attract
and retain talented management, (b) provide incentives that
focus on the critical needs of the business on an annual and
continuing basis, and (c) reward management commensurate
with the creation of shareholder and market value.
The 2004 Watson Study included an initial benchmark analysis of
the Corporations executive compensation program, comparing
it to (i) the peer group, (ii) the comparison group,
and (iii) broader financial services industry practices.
The peer group used in the initial benchmark analysis in the
2004 Watson Study consisted of: California First National Bank
(CFNB); Credit Acceptance Corp. (CACC); Financial Federal Corp.
(FIF); First Marblehead Corp. (FMD); Medallion Financial Corp.
(TAXI); Portfolio Recovery Associates Inc. (PRAA); First
Investors Financial Services Group Inc. (FIFS); and World
Acceptance Corp. (WRLD). The Compensation Committee used this
benchmark data to set the Executive Officers compensation
levels in 2004. On an ongoing basis, the Compensation Committee
reviews a variety of factors in assessing and setting overall
executive compensation levels, including references to market
surveys, broader financial services industry practices, tally
sheets, executive performance, and the 2008 Watson Study.
The components of compensation paid to the Executive Officers in
2010 were as follows:
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Base Salary. The Compensation Committee
establishes base salaries that it believes to be sufficient to
attract and retain quality Executive Officers who can contribute
to the long-term success of the Corporation. The Committee
determines each Executive Officers base salary through a
thorough evaluation of a variety of factors, including the
executives responsibilities, tenure, job performance and
prevailing levels of market compensation. The Compensation
Committee reviews these salaries at least annually for
consideration of increase based on merit and competitive market
factors. The 2008 Watson Study provided the Compensation
Committee with an updated competitive analysis regarding the
base salaries of the Corporations Executive Officers.
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Bonus. The annual incentive bonus awards are
designed to reward the Executive Officer for the achievement of
certain corporate and individual performance goals. The
Compensation Committee sets threshold, target and maximum bonus
levels for each goal. As part of the 2004 Watson Study, the
Corporation sought to set the Executive Officers total
target compensation levels at levels that were near the median
of the data from the peer group and the broader industry
practices. This resulted in the setting of threshold, target and
maximum bonus levels (as a percentage of base salaries) as
follows: Daniel P. Dyer: 42.5% threshold, 85% target and 148.75%
maximum; George D. Pelose: 37.5% threshold, 75% target and
108.75% maximum; and Lynne C. Wilson: 25% threshold, 50% target
and 75% maximum.
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Prior to the beginning of each year, the Corporation sets target
levels for the items of corporate performance that are to be
measured that year for assessing the bonus opportunity for the
Executive Officers. Some of the target levels are standard for
each Executive Officer (such as corporate pre-tax income), and
some are specific to that Executive Officers primary area
of responsibility (such as unit performance and individual
development). The full matrix of performance measurements varies
by Executive Officer and by year, as do the weightings of each
item, which can range from 15% to 75% of the total bonus
opportunity. To achieve the target bonus payout associated with
a performance measurement, the Executive Officer must achieve
100% of the plan for that performance measurement. If the
Executive Officer does not achieve 100% of the planned
performance measurements for that year, such Executive Officer
can still achieve the threshold bonus payout if the performance
level exceeds certain minimum requirements. Maximum bonus payout
can be achieved if the Executive Officer exceeds the planned
levels for the performance measurements. Each Executive Officer
has a portion of his or her bonus opportunity measured against
individual goals (MBOs) and performance. The weighting of the
individual performance component varies by Executive Officer and
by year, and may range from 15% to 75% of the Executive
Officers total bonus opportunity. Individual performance
goals typically include performance on specific projects or
initiatives assigned to the Executive Officer as well as overall
professional development.
17
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Equity-Based Incentive Awards. The
Compensation Committee believes that share ownership provided by
equity-based compensation emphasizes and reinforces the
mutuality of interest among the Executive Officers and
shareholders. After each fiscal year, the Compensation Committee
reviews and approves stock-based awards for the Executive
Officers based primarily on the Corporations results for
the year and the executives individual contribution to
those results. As part of the 2008 Watson Study, the Corporation
set the Executive Officers annual equity-based
compensation target levels (as a percentage of base salaries) as
follows: Daniel P. Dyer: 120% target; George D. Pelose: 90%
target; and Lynne C. Wilson: 45% target. The stock-based
incentive awards adopted pursuant to the 2008 Watson Study
include three separate formulaic components:
(1) performance accelerated restricted stock grants (60% of
the annual target grant amount), (2) time vesting
restricted stock grants (20% of the annual target grant amount),
and (3) the MSOP (20% of the annual target grant amount).
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Other Benefits. The Executive Officers
participate in employee benefits plans generally available to
all of the Corporations employees, including medical and
health plans, the 401(k) program and the Employee Stock Purchase
Program. In addition, Messrs. Dyer and Pelose received
reimbursement of life and disability insurance premiums pursuant
to their employment agreements, and each of the Executive
Officers receive reimbursement for physical examinations.
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Components
of Equity-Based Incentive Awards
As mentioned above, the formulaic equity-based incentive awards
adopted pursuant to the 2008 Watson Study include three separate
components: (1) performance accelerated restricted stock
grants, (2) time vesting restricted stock grants and
(3) the MSOP.
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Performance Accelerated Restricted Stock
Grants. Performance accelerated restricted stock
grants represent 60% of the value of the annual equity grants
made to the Executive Officers and the other equity-based
incentive program participants. These grants are made biennially
(i.e., double grants made every other year) as recommended in
the 2008 Watson Study as a way to make meaningful grants that
will help immediately align the interests of the grant
recipients with the shareholders. The restrictions on the
performance accelerated restricted stock grants lapse after
seven years, but are subject to accelerated performance vesting.
Vesting shall accelerate and the restrictions shall lapse on all
or a portion of the restricted shares if the grant recipient
achieves all or a portion of
his/her
annual vesting goals during the first three years after the
grant date (up to one-third of the total grant amount can vest
on an accelerated basis each of the first three years after the
grant date), as approved by the Compensation Committee.
Overachievement against the goals may result in the Compensation
Committee granting of additional restricted shares.
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Time Vesting Restricted Stock Grants. Time
vesting restricted stock grants represent 20% of the value of
the annual equity grants made to the Executive Officers and the
other equity-based incentive program participants. The
restrictions on these shares shall lapse pro-rata over four
years after the grant date (25% per year).
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Management Stock Ownership Program. The MSOP
represents 20% of the value of the annual equity grants made to
the Executive Officers and the other equity-based incentive
program participants. The MSOP provides for a matching grant of
restricted stock to a participant who owns common stock of the
Corporation. The restrictions on the matching MSOP restricted
shares lapse after ten years, but are subject to accelerated
vesting. Vesting of the matching MSOP restricted shares shall
immediately accelerate (and all restrictions shall lapse) after
three years if the grantee maintained continuous outright
ownership of an equivalent number of unrestricted shares of the
Corporation for the entire three-year period.
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Ownership
Guidelines
In an effort to ensure that the Executive Officers and other
officers and managers of the Corporation maintain sufficient
equity ownership so that their thinking and actions are aligned
with the interests of our shareholders,
18
the Corporation first adopted management ownership guidelines in
2006, which apply to all participants in the equity- based
incentive award program. The ownership guidelines were revised
in 2009 and currently consist of minimum share ownership levels
for the Executive Officers and the other officers participating
in the equity-based incentive award program. The minimum share
ownership guidelines are summarized below:
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Name/Position
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Minimum Ownership Guideline
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Daniel P. Dyer
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50,000 shares
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George D. Pelose
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35,000 shares
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Lynne C. Wilson
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20,000 shares
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Other Officers
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2,000 to 20,000 shares (depending on position and tenure)
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Restricted shares do not count toward the ownership guideline.
Compliance will be reviewed at least annually.
If an equity incentive program participant sells shares of the
Corporation while such participant is not in compliance with the
ownership guidelines, the Compensation Committee will take this
into account prior to making additional equity awards to such
participant.
As of March 1, 2011, Mr. Dyer, Mr. Pelose and
Ms. Wilson were in compliance with their respective
ownership guidelines.
Employment
Agreements
In November 2003, the Corporation entered into employment
agreements with Messrs. Dyer and Pelose, the terms of which
are substantially similar to each other, and amended such
employment agreements in December 2008. The employment
agreements establish minimum salary and target bonus levels for
the executives. The agreements require the executives to devote
substantially all of their business time to their employment
duties. Each agreement had an initial two-year term that
automatically extends on each anniversary of the effective date
of the agreement for successive one-year terms unless either
party to the agreement provides 90 days notice to the other
party that he does not wish to renew the agreement. The
agreements currently run through November 2012.
The Corporation may terminate the employment agreements for or
without cause, and the executive may terminate his employment
agreement with or without good reason. The employment agreements
terminate automatically upon a change in control. The employment
agreements provide for severance in the case of termination
without cause, resignation for good reason, termination upon
non-renewal of agreement and termination on account of change in
control. The employment agreements are intended to comply with
the requirements of Section 409A of the Internal Revenue
Code, to the extent applicable, and the agreements shall be
interpreted to avoid any penalty sanctions thereunder. Upon
termination of the employment agreement, the executive will be
subject to certain protective non-competition and
non-solicitation covenants. In addition, for a
24-month
period after termination of employment, the executive is
prohibited from hiring the Corporations employees.
Compensation
for Executive Officers in 2010
Base Salary. The Executive Officers are
currently entitled to the following base salaries:
Mr. Dyer, $390,000, Mr. Pelose, $325,000, and
Ms. Wilson, $252,937; however, effective February 9,
2009, Messrs. Dyer and Pelose voluntarily agreed to reduce
their salaries by 5% for a period of time in light of the
difficult economic environment. Mr. Peloses voluntary
salary reduction ended on December 1, 2009, and
Mr. Dyers voluntary salary reduction ended on
March 1, 2011.
Annual Bonuses. In 2010, the Executive
Officers were eligible for annual bonuses at the following
threshold, target and maximum bonus levels (as a percentage of
base salaries): Daniel P. Dyer: 42.5% threshold, 85% target and
148.75% maximum; George D. Pelose: 37.5% threshold, 75% target
and 108.75% maximum; and Lynne C. Wilson: 25% threshold, 50%
target and 75% maximum. The annual incentive bonus awards are
designed to reward the Executive Officer for the achievement of
certain corporate and individual performance
19
goals. Each year, the Compensation Committee reviews and
approves goals for each Executive Officer, which typically
consist of a corporate goal and specific individual goals.
Given the distressed economic environment in 2010 for financial
services companies, the Corporation reduced the aggregate
management bonus pool for 2010 that is available to 22 officers
and managers of the Corporation (including the Executive
Officers). At normal target bonus percentages, an aggregate
bonus pool of approximately $1,475,000 would have been available
in 2010 for the 22 officers and managers. In 2010, in response
to the distressed economic environment, the Board proposed (and
management agreed to) a reduction in the aggregate available
management bonus pool to a range of approximately $650,000 to
$950,000 (44% to 64% of the original $1,475,000 bonus pool for
2010). The Board established a 2010 net income goal in the
range of $3,340,000 to $4,250,000 to determine how much of the
reduced bonus pool range would be available to the 22
participating officers and managers in 2010. Given that the
Corporations 2010 net income of $5,668,000 exceeded
the upper end of the net income goal by 33%, the Board approved
an aggregate 2010 available bonus pool of approximately $950,000.
Given the reduced aggregate bonus pool for 2010, Mr. Dyer
(as CEO) recommended reduced target bonus levels for the
Executive Officers for 2010 as follows:
Mr. Dyer normal target bonus of 85% of base
salary reduced to 40%; Mr. Pelose normal target
bonus of 75% of base salary reduced to 40.5%; and
Ms. Wilson normal target bonus of 50% of base
salary reduced to 26.25%.
Mr. Dyer then recommended the following percentage payouts
against the reduced bonus targets based on each Executive
Officers performance in 2010: Mr. Dyer
85%; Mr. Pelose 100%; and
Ms. Wilson 50%. The performance payout
deductions for Mr. Dyer and Ms. Wilson related
primarily to the overpayment of income taxes by the Corporation
in prior years. The Board accepted Mr. Dyers
recommendation and, as a result, the target bonus levels for the
Executive Officers for 2010 were reduced as recommended and 2010
bonus payouts to the Executive Officers were made based on each
Executive Officers reduced target bonus percentage
multiplied by his or her performance payout percentage.
The calculation of the bonus payable to each Executive Officer
in 2010 is as follows: Mr. Dyer $390,000 base
salary (i) multiplied by his 2010 reduced target bonus
percentage of 40% and (ii) further multiplied by his
performance payout percentage of 85% equals $132,600;
Mr. Pelose $325,000 base salary
(i) multiplied by his 2010 reduced target bonus percentage
of 40.5% and (ii) further multiplied by his performance
payout percentage of 100% equals $131,625; and
Ms. Wilson $252,937 base salary
(i) multiplied by her 2010 reduced target bonus percentage
of 26.25% and (ii) further multiplied by her performance
payout percentage of 50% equals $33,198. The table below shows
the aggregate 2010 bonus opportunity at the threshold, target
and maximum levels and the actual 2010 bonus achieved:
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2010 Annual Bonus Opportunity
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Actual Bonus
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Threshold
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Target(1)
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Maximum
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Achieved for 2010
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Daniel P. Dyer
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$
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165,750
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$
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331,500
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$
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580,125
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$
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132,600
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George D. Pelose
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$
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121,875
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$
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243,750
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$
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353,437
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$
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131,625
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Lynne C. Wilson
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$
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63,234
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$
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126,469
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$
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189,703
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$
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33,198
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(1) Represents
normal target levels. As described above, targets bonus levels
were reduced in 2010 due to the distressed economic environment
to the following levels: Mr. Dyer $156,000;
Mr. Pelose $131,625; and
Ms. Wilson $66,396.
Annual Equity-Based Incentives. In connection
with the Corporations annual equity-based incentive
program adopted based on the recommendations in the 2008 Watson
Study, on March 12, 2010, the Compensation Committee
reviewed and approved stock-based awards for the Executive
Officers based on the Corporations results for the year
and the executives individual contribution to those
results. Grants made under the annual equity-based incentive
plan to the Executive Officers in 2010 consisted of the
following:
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Time Vesting Restricted Stock Awards: The
annual time vesting restricted stock grant to the Executive
Officers was made by the Compensation Committee on
March 12, 2010. The restrictions on the time vesting
restricted stock grants will lapse over the four year period
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following the grant date on a pro-rate basis (25% per year). In
2010, the Corporation made the following time vesting restricted
stock awards to the Executive Officers:
Mr. Dyer 10,482; Mr. Pelose
6,551; and Ms. Wilson 2,549.
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Matching Grant of MSOP Restricted
Stock: Pursuant to the Corporations MSOP
plan, the Compensation Committee made matching grants of
restricted stock to the Executive Officers. The restrictions on
the MSOP restricted stock will lapse ten years from the date of
grant; however, if the Executive Officer continuously maintains
ownership of an equal number of common shares for three years,
the vesting on the matching shares shall accelerate and fully
vest at the end of such three year period. In 2010, the
Corporation granted the following matching shares of restricted
stock to the Executive Officers: Mr. Dyer
10,482; Mr. Pelose 6,551; and
Ms. Wilson 2,549.
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No Performance Accelerated Restricted Stock was granted in 2010,
given that this program entails double grants every two years.
The last grant was made in 2009, and the next grant is scheduled
to occur in 2011.
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Compensation
Committee Report
The Compensation Committee has reviewed and discussed the
Compensation Discussion and Analysis set forth above with
management and, based on such review and discussions, the
Compensation Committee recommended to the Board that the
Compensation Discussion and Analysis be included in the Proxy
Statement for the Corporations 2011 Annual Meeting of
Shareholders and included in the Corporations Annual
Report on
Form 10-K
for the year ended December 31, 2010.
This report is submitted by the members of the Compensation
Committee of the Board of Directors:
Lawrence J. DeAngelo (Chairman)
Edward Grzedzinski
Matthew J. Sullivan
Compensation
Committee Interlocks and Insider Participation
The members of the Corporations Compensation Committee are
named above. None of these individuals has ever been an officer
or employee of the Corporation or any of its subsidiaries and no
compensation committee interlocks existed during
2010.
21
Compensation
and Plan Information
Summary
Compensation Table
The following table sets forth the compensation awarded or paid,
or earned or accrued for services rendered to the Corporation in
all capacities during fiscal years 2010, 2009 and 2008 by the
Corporations Chief Executive Officer, Chief Financial
Officer and the other individual who was an executive officer
during fiscal year 2010. In accordance with SEC rules, the
compensation described in the table does not include medical,
group life insurance or other benefits which are available
generally to all our salaried employees.
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Non-Equity
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Stock
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Option
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Incentive Plan
|
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All Other
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Name & Principal
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|
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Salary
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Bonus
|
|
Awards
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Awards
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Compensation
|
|
Compensation
|
|
Total
|
Position
|
|
Year
|
|
($)
|
|
($)
|
|
($)
|
|
($)
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|
($)(1)
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|
($)(2)
|
|
($)
|
|
Daniel Dyer
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|
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2010
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|
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$
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370,500
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|
|
|
|
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$
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598,933
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|
|
$
|
33,402
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|
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$
|
132,600
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|
|
$
|
11,666
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|
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$
|
1,147,101
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Chief Executive Officer
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|
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2009
|
|
|
$
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387,600
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|
|
|
|
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$
|
233,835
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|
|
$
|
80,678
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|
|
$
|
115,600
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|
|
$
|
12,732
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|
|
$
|
830,445
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|
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2008
|
|
|
$
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334,808
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|
|
|
|
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$
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142,770
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|
|
$
|
111,562
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|
|
$
|
115,600
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|
|
$
|
11,441
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|
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$
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716,181
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George D. Pelose
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2010
|
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$
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325,000
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|
|
|
|
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$
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432,602
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|
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$
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24,220
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|
|
$
|
131,625
|
|
|
$
|
8,062
|
|
|
$
|
921,509
|
|
Chief Operating Officer and
|
|
|
2009
|
|
|
$
|
324,313
|
|
|
|
|
|
|
$
|
302,318
|
|
|
$
|
53,103
|
|
|
$
|
94,031
|
|
|
$
|
9,616
|
|
|
$
|
783,381
|
|
General Counsel
|
|
|
2008
|
|
|
$
|
301,346
|
|
|
|
|
|
|
$
|
346,107
|
|
|
$
|
65,482
|
|
|
$
|
94,031
|
|
|
$
|
11,187
|
|
|
$
|
818,153
|
|
Lynne C. Wilson
|
|
|
2010
|
|
|
$
|
257,639
|
|
|
|
|
|
|
$
|
189,866
|
|
|
$
|
12,768
|
|
|
$
|
33,198
|
|
|
$
|
3,468
|
|
|
$
|
496,939
|
|
Senior Vice President and
|
|
|
2009
|
|
|
$
|
262,665
|
|
|
|
|
|
|
$
|
139,643
|
|
|
$
|
19,634
|
|
|
$
|
57,781
|
|
|
$
|
2,919
|
|
|
$
|
476,642
|
|
Chief Financial Officer
|
|
|
2008
|
|
|
$
|
252,937
|
|
|
|
|
|
|
$
|
85,389
|
|
|
$
|
16,970
|
|
|
$
|
39,832
|
|
|
$
|
6,485
|
|
|
$
|
401,613
|
|
|
|
(1)
|
Figures represent the cash portion of the bonuses earned for
that year (but paid in first quarter of the following year).
|
|
(2)
|
Includes contributions made by the Corporation to the 401(k)
plan on behalf of the Executive Officers, and, except with
respect to Ms. Wilson, reimbursement of life and disability
insurance premiums pursuant to their employment agreements. The
2008 figures for Mr. Pelose and Ms. Wilson include
reimbursement of the cost of a physical examination.
Reimbursement of life and disability insurance premiums in 2010
was $7,991 for Mr. Dyer and $4,387 for Mr. Pelose.
Contributions made by the Corporation to the 401(k) plan in 2010
were $3,675 for Mr. Dyer, $3,675 for Mr. Pelose and
$3,468 for Ms. Wilson.
|
Current
Compensation Grants of Plan-Based Awards
Table
The following Grants of Plan-Based Awards table provides
additional information about restricted stock and option awards
and equity incentive plan awards granted to our Executive
Officers during the year ended December 31, 2010. The
Corporation does not have any non-equity incentive award plans
and has therefore omitted the corresponding columns. The
compensation plans under which the grants in the following table
were made are described in the Compensation for Executive
Officers in 2010 Equity-Based Incentives.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
All other
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
All other
|
|
Option
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stock
|
|
Awards:
|
|
|
|
Grant
|
|
|
|
|
|
|
|
|
|
|
Awards:
|
|
Number
|
|
|
|
Date Fair
|
|
|
|
|
|
|
|
|
|
|
Number
|
|
of
|
|
Exercise
|
|
Value of
|
|
|
|
|
|
|
|
|
|
|
of
|
|
Securities
|
|
or Base
|
|
Stock
|
|
|
|
|
Estimated Future Payouts Under
|
|
Shares
|
|
Under-
|
|
Price of
|
|
and
|
|
|
|
|
Equity Incentive Plan Awards
|
|
of Stock
|
|
lying
|
|
Option
|
|
Option
|
|
|
Grant
|
|
Threshold
|
|
Target
|
|
Maximum
|
|
or Units
|
|
Options
|
|
Awards
|
|
Awards
|
Name
|
|
Date
|
|
(#)
|
|
(#)
|
|
(#)
|
|
(#)
|
|
(#)
|
|
($/sh)
|
|
($)
|
|
Daniel P. Dyer
|
|
|
03/12/2010
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10,482
|
|
|
|
|
|
|
|
|
|
|
$
|
99,789
|
|
|
|
|
03/12/2010
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10,482
|
|
|
|
|
|
|
|
|
|
|
$
|
99,789
|
|
George D. Pelose
|
|
|
03/12/2010
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
6,551
|
|
|
|
|
|
|
|
|
|
|
$
|
62,366
|
|
|
|
|
03/12/2010
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
6,551
|
|
|
|
|
|
|
|
|
|
|
$
|
62,366
|
|
Lynne C. Wilson
|
|
|
03/12/2010
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2,549
|
|
|
|
|
|
|
|
|
|
|
$
|
24,266
|
|
|
|
|
03/12/2010
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2,549
|
|
|
|
|
|
|
|
|
|
|
$
|
24,266
|
|
22
Outstanding
Equity Awards at Fiscal Year-End 2010
The following table summarizes the equity awards we have made to
our Executive Officers which are outstanding as of
December 31, 2010.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Option Awards
|
|
Stock Awards
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Equity
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Incentive
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Equity
|
|
Plan
|
|
|
|
|
|
|
Equity
|
|
|
|
|
|
|
|
|
|
Incentive
|
|
Awards:
|
|
|
|
|
|
|
Incentive
|
|
|
|
|
|
|
|
|
|
Plan Awards:
|
|
Market or
|
|
|
|
|
|
|
Plan
|
|
|
|
|
|
|
|
|
|
Number of
|
|
Payout
|
|
|
|
|
|
|
Awards;
|
|
|
|
|
|
|
|
Market
|
|
Unearned
|
|
Value of
|
|
|
Number of
|
|
Number of
|
|
Number of
|
|
|
|
|
|
Number of
|
|
Value of
|
|
Shares,
|
|
Unearned
|
|
|
Securities
|
|
Securities
|
|
Securities
|
|
|
|
|
|
Shares or
|
|
Shares or
|
|
Units or
|
|
Shares, Units
|
|
|
Underlying
|
|
Underlying
|
|
Underlying
|
|
Option
|
|
|
|
Units of
|
|
Units of
|
|
Other
|
|
or Other
|
|
|
Unexercised
|
|
Unexercised
|
|
Unexercised
|
|
Exercise
|
|
Option
|
|
Stock that
|
|
Stock that
|
|
Rights that
|
|
Rights that
|
|
|
Options (#)
|
|
Options (#)
|
|
Unearned
|
|
Price
|
|
Expiration
|
|
Have Not
|
|
Have Not
|
|
Have Not
|
|
Have Not
|
Name
|
|
Exercisable
|
|
Unexercisable
|
|
Options (#)
|
|
($)
|
|
Date
|
|
Vested(#)
|
|
Vested (#)
|
|
Vested (#)
|
|
Vested ($)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Daniel P. Dyer
|
|
|
51,240
|
|
|
|
|
|
|
|
|
|
|
$
|
10.18
|
|
|
|
10/02/2011
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
14,000
|
|
|
|
|
|
|
|
|
|
|
$
|
3.39
|
|
|
|
01/15/2012
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
7,000
|
|
|
|
|
|
|
|
|
|
|
$
|
3.39
|
|
|
|
01/10/2013
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
6,650
|
|
|
|
|
|
|
|
|
|
|
$
|
10.18
|
|
|
|
01/10/2013
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
11,321
|
|
|
|
11,321
|
1
|
|
|
|
|
|
$
|
9.52
|
|
|
|
03/01/2015
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
31,034
|
2
|
|
$
|
9.52
|
|
|
|
03/01/2015
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
39,912
|
3
|
|
|
|
|
|
$
|
12.41
|
|
|
|
05/25/2017
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
8,612
|
4
|
|
$
|
12.41
|
|
|
|
05/25/2017
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2,760
|
5
|
|
$
|
34,914
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
9,000
|
6
|
|
$
|
113,850
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
8,320
|
7
|
|
$
|
105,248
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
6,050
|
8
|
|
$
|
76,533
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
40,000
|
9
|
|
$
|
506,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
20,000
|
10
|
|
$
|
253,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
25,600
|
11
|
|
$
|
323,840
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
15,600
|
12
|
|
$
|
197,340
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
20,800
|
13
|
|
$
|
263,120
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
57,600
|
14
|
|
$
|
728,640
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10,482
|
15
|
|
$
|
132,598
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10,482
|
16
|
|
$
|
132,597
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
George D. Pelose
|
|
|
7,000
|
|
|
|
|
|
|
|
|
|
|
$
|
3.39
|
|
|
|
08/20/2011
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
42,700
|
|
|
|
|
|
|
|
|
|
|
$
|
10.18
|
|
|
|
10/02/2011
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
28,000
|
|
|
|
|
|
|
|
|
|
|
$
|
3.39
|
|
|
|
01/15/2012
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
7,000
|
|
|
|
|
|
|
|
|
|
|
$
|
3.39
|
|
|
|
01/10/2013
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
6,055
|
|
|
|
|
|
|
|
|
|
|
$
|
10.18
|
|
|
|
01/10/2013
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
8,697
|
|
|
|
8,697
|
1
|
|
|
|
|
|
$
|
9.52
|
|
|
|
03/01/2015
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
23,842
|
17
|
|
$
|
9.52
|
|
|
|
03/01/2015
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
29,348
|
3
|
|
|
|
|
|
$
|
12.41
|
|
|
|
05/25/2017
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
6,616
|
18
|
|
$
|
12.41
|
|
|
|
05/25/2017
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
712
|
5
|
|
$
|
9,007
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3,883
|
6
|
|
$
|
49,120
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
6,391
|
7
|
|
$
|
80,846
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4,648
|
8
|
|
$
|
58,797
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
50,000
|
9
|
|
$
|
632,500
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
49,334
|
11
|
|
$
|
624,075
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
9,750
|
12
|
|
$
|
123,339
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
13,000
|
13
|
|
$
|
164,450
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2,667
|
14
|
|
$
|
33,738
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
6,551
|
15
|
|
$
|
82,871
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
6,551
|
16
|
|
$
|
82,870
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Lynne C. Wilson
|
|
|
4,474
|
|
|
|
4,474
|
1
|
|
|
|
|
|
$
|
9.52
|
|
|
|
03/01/2015
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
12,265
|
19
|
|
$
|
9.52
|
|
|
|
03/01/2015
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3,952
|
3
|
|
|
|
|
|
$
|
12.41
|
|
|
|
05/25/2017
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3,196
|
20
|
|
$
|
12.41
|
|
|
|
05/25/2017
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,932
|
21
|
|
$
|
24,440
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3,087
|
7
|
|
$
|
39,051
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2,391
|
8
|
|
$
|
30,246
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
12,500
|
22
|
|
$
|
158,125
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
21,247
|
11
|
|
$
|
268,775
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3,795
|
12
|
|
$
|
48,006
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
5,059
|
23
|
|
$
|
63,996
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2,549
|
15
|
|
$
|
32,245
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2,549
|
16
|
|
$
|
32,245
|
|
|
|
|
|
|
|
|
|
|
|
1.
|
Stock options vest at the rate of 25% per year, with vesting
dates for the remaining 50% at 2/28/2011; and 2/28/2012.
|
|
2.
|
The Performance Based non-qualified stock options were granted
on February 29, 2008 at a strike price equal to $9.52 (the
closing price of the Corporations common stock on that
date). These options have a term of seven years and vest four
years from the grant date. The number of option shares that vest
on such date will be determined by the Corporations EPS
compounded average growth rate over the four fiscal
|
23
|
|
|
years following the grant date, as follows: EPS compounded
average growth rate over the four fiscal years at less than
13.5%, 0; at 13.5%-14.99%, 10,345; at 15.0%-16.49%, 20,689; at
16.5% or greater, 31,034.
|
|
|
3.
|
Stock options granted as part of the option exchange program;
options vest at the rate of 25% per year, with vesting dates at
5/24/2011; 5/24/2012; 5/24/2013 and 5/24/2014.
|
|
4.
|
The Performance Based non-qualified stock options were granted
on May 24, 2010 (as part of the option exchange program) at
a strike price equal to $12.41(the closing price of the
Corporations common stock on that date). These options
have a term of seven years and vest four years from the grant
date. The number of option shares that vest on such date will be
determined by the Corporations EPS compounded average
growth rate over the four fiscal years of 2007, 2008, 2009 and
2010, as follows: EPS compounded average growth rate over the
four fiscal years at less than 13.5%, 0; at 13.5%-14.99%, 2,871;
at 15.0%-16.49%, 5,741; at 16.5% or greater, 8,612.
|
|
5.
|
The shares were granted on March 9, 2004, and vest ten
years from the grant date.
|
|
6.
|
Represents grant of restricted shares made on January 11,
2005 (the grant date stock price was $17.52). The restrictions
on these shares shall lapse on January 11, 2012.
|
|
7.
|
Represents grant of restricted shares made on March 16,
2007 (the grant date stock price was $20.77). The restrictions
on these shares shall lapse on March 16, 2014. Vesting
shall immediately accelerate (and all restrictions shall lapse)
upon the Corporation reporting certain minimum compounded
average net income growth for a period of four consecutive
fiscal years after the date of grant (using reported net income
for 2006 as the initial measurement point).
|
|
8.
|
Represents matching grant of restricted stock under the MSOP
made on February 29, 2008 (the grant date stock price was
$9.52). The restrictions on these matching restricted shares
shall lapse on February 28, 2018. Vesting shall immediately
accelerate (and all restrictions shall lapse) after three years
(on February 28, 2011) if the grantee maintained
continuous outright ownership of a matching number of
unrestricted shares of the Corporation for the entire three year
period.
|
|
9.
|
Represents grant of restricted shares made on December 15,
2008 (the grant date stock price was $2.98). The restrictions on
these shares shall lapse on December 15, 2011.
|
|
|
10.
|
Represents grant of restricted shares made on January 2,
2009 (the grant date stock price was $2.55). The restrictions on
these shares shall lapse on January 2, 2012.
|
|
11.
|
Represents biennial grant of performance accelerated restricted
shares made on February 18, 2009 (the grant date stock
price was $6.91). The restrictions on these shares shall lapse
on February 18, 2016. Vesting may accelerate (and all
restrictions shall lapse) up to one-third of the grant amount
for each of the three years immediately following the grant date
if the grantee achieves certain performance goals established
annually for each of the first three years. Additional grants
may be made if the grantee exceeds his/her performance goals.
|
|
12.
|
Time vesting restricted stock grants (the grant date stock price
was $4.50) that vest at the rate of 25% per year, with vesting
date of the remaining 75% at 2/18/2011; 2/18/2012; and 2/18/2013.
|
|
13.
|
Represents matching grant of restricted stock under MSOP made on
February 18, 2009 (the grant date stock price was $4.50).
The restrictions on these matching restricted shares shall lapse
on February 18, 2019. Vesting shall immediately accelerate
(and all restrictions shall lapse) after three years (on
February 18, 2012) if the grantee maintained
continuous outright ownership of a matching number of
unrestricted shares of the Corporation for the entire three year
period.
|
|
14.
|
Represents remainder of biennial grant of performance
accelerated restricted shares made on October 28, 2009 (the
grant date stock price was $7.17). The restrictions on these
shares shall lapse on October 28, 2016. Vesting may
accelerate (and all restrictions shall lapse) up to one-third of
the grant amount for each of the three years immediately
following the grant date if the grantee achieves certain
performance goals established annually for each of the first
three years. Additional grants may be made if the grantee
exceeds his performance goals.
|
|
15.
|
Time vesting restricted stock grants (the grant date stock price
was $9.52) that vest at the rate of 25% per year, with vesting
date of 3/12/2011; 3/12/2012; 3/12/2013; and 3/12/2014.
|
24
|
|
16.
|
Represents matching grant of restricted stock under MSOP made on
March 12, 2010 (the grant date stock price was $9.52). The
restrictions on these matching restricted shares shall lapse on
March 12, 2020. Vesting shall immediately accelerate (and
all restrictions shall lapse) after three years (on
March 12, 2013) if the grantee maintained continuous
outright ownership of a matching number of unrestricted shares
of the Corporation for the entire three year period.
|
|
17.
|
The Performance Based non-qualified stock options were granted
on February 29, 2008 at a strike price equal to $9.52 (the
closing price of the Corporations common stock on that
date). These options have a term of seven years and vest four
years from the grant date. The number of option shares that vest
on such date will be determined by the Corporations EPS
compounded average growth rate over the four fiscal years
following the grant date, as follows: EPS compounded average
growth rate over the four fiscal years at less than 13.5%, 0; at
13.5%-14.99%, 7,947; at 15.0%-16.49%, 15,895; at 16.5% or
greater, 23,842.
|
|
18.
|
The Performance Based non-qualified stock options were granted
on May 24, 2010 (as part of the option exchange program) at
a strike price equal to $12.41(the closing price of the
Corporations common stock on that date). These options
have a term of seven years and vest four years from the grant
date. The number of option shares that vest on such date will be
determined by the Corporations EPS compounded average
growth rate over the four fiscal years of 2007, 2008, 2009 and
2010, as follows: EPS compounded average growth rate over the
four fiscal years at less than 13.5%, 0; at 13.5%-14.99%, 2,206;
at 15.0%-16.49%, 4,410; at 16.5% or greater, 6,616.
|
|
19.
|
The Performance Based non-qualified stock options were granted
on February 29, 2008 at a strike price equal to $9.52 (the
closing price of the Corporations common stock on that
date). These options have a term of seven years and vest four
years from the grant date. The number of option shares that vest
on such date will be determined by the Corporations EPS
compounded average growth rate over the four fiscal years
following the grant date, as follows: EPS compounded average
growth rate over the four fiscal years at less than 13.5%, 0; at
13.5%-14.99%, 4,088; at 15.0%-16.49%, 8,177; at 16.5% or
greater, 12,265.
|
|
20.
|
The Performance Based non-qualified stock options were granted
on May 24, 2010 (as part of the option exchange program) at
a strike price equal to $12.41(the closing price of the
Corporations common stock on that date). These options
have a term of seven years and vest four years from the grant
date. The number of option shares that vest on such date will be
determined by the Corporations EPS compounded average
growth rate over the four fiscal years of 2007, 2008, 2009 and
2010, as follows: EPS compounded average growth rate over the
four fiscal years at less than 13.5%, 0; at 13.5%-14.99%, 1,065;
at 15.0%-16.49%, 2,131; at 16.5% or greater, 3,196.
|
|
21.
|
Represents grant of restricted shares made on June 5, 2006
(the grant date stock price was $21.32). The restrictions on
these shares shall lapse on June 5, 2013. Vesting shall
immediately accelerate (and all restrictions shall lapse) upon
the Corporation reporting certain minimum compounded average net
income growth for a period of four consecutive fiscal years
after the date of grant (using reported net income for 2005 as
the initial measurement point).
|
|
22.
|
Represents grant of restricted shares made on June 30, 2008
(the grant date stock price was $6.93). The restrictions on
these shares shall lapse on June 30, 2011.
|
|
23.
|
Represents matching grant of restricted stock under MSOP made on
September 10, 2009 (the grant date stock price was $7.43).
The restrictions on these matching restricted shares shall lapse
on September 10, 2019. Vesting shall immediately accelerate
(and all restrictions shall lapse) after three years (on
September 10, 2012) if the grantee maintained
continuous outright ownership of a matching number of
unrestricted shares of the Corporation for the entire three year
period.
|
25
Option
Exercises and Stock Vested Table
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Option Awards
|
|
Stock Awards
|
|
|
Number of Shares
|
|
|
|
Number of Shares
|
|
|
|
|
Acquired on
|
|
Value Realized on
|
|
Acquired on Vesting
|
|
Value Realized on
|
Name
|
|
Exercise (#)
|
|
Exercise ($)
|
|
(#)
|
|
Vesting ($)
|
|
Daniel P. Dyer
|
|
|
20,294
|
|
|
$
|
92,506
|
|
|
|
49,573
|
|
|
$
|
442,426
|
|
George D. Pelose
|
|
|
5,050
|
|
|
$
|
34,047
|
|
|
|
31,379
|
|
|
$
|
280,528
|
|
Lynne C. Wilson
|
|
|
|
|
|
|
|
|
|
|
20,498
|
|
|
$
|
211,983
|
|
Securities
Authorized for Issuance under Equity Compensation
Plans
The following table discloses, as of December 31, 2010, the
number of outstanding options and other rights granted by the
Corporation to participants in equity compensation plans, as
well as the number of securities remaining available for future
issuance under these plans. The table provides this information
separately for equity compensation plans that have and have not
been approved by shareholders.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Number of Securities
|
|
|
|
|
|
|
|
|
|
Remaining Available for
|
|
|
|
Number of Securities
|
|
|
|
|
|
Future Issuance Under
|
|
|
|
to be Issued Upon
|
|
|
Weighted Average
|
|
|
Equity Compensation
|
|
|
|
Exercise of
|
|
|
Exercise Price of
|
|
|
Plans Excluding
|
|
|
|
Outstanding Options
|
|
|
Outstanding Options
|
|
|
Securities Reflected in
|
|
Plan Category
|
|
and Other Rights
|
|
|
and Other Rights
|
|
|
Column (a)
|
|
|
|
(a)
|
|
|
(b)
|
|
|
(c)
|
|
|
Equity Compensation Plans Approved by Shareholders
|
|
|
|
|
|
|
|
|
|
|
|
|
2003 Equity Compensation Plan, as amended
|
|
|
648,153
|
|
|
$
|
9.99
|
|
|
|
474,155
|
|
2003 Employee Stock Purchase Plan
|
|
|
None
|
|
|
|
n/a
|
|
|
|
14,597
|
|
Equity Compensation Plans Not Approved by Shareholders
|
|
|
None
|
|
|
|
n/a
|
|
|
|
None
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Totals
|
|
|
648,153
|
|
|
$
|
9.99
|
|
|
|
488,752
|
|
Potential
Payments Upon Termination of Employment or Change in
Control
The following tables show potential payments to
Messrs. Dyer and Pelose upon termination of employment,
including without limitation a change in control, assuming a
December 31, 2010 termination date. Stock option benefit
amounts are computed for each option as to which vesting will be
accelerated upon the occurrence of the termination event by
multiplying the number of shares underlying the option by the
difference between the $12.65 closing price per share of our
common stock on December 31, 2010, and the exercise price
per share of the option. Restricted stock benefit amounts are
computed by multiplying the number of restricted shares as to
which vesting will be accelerated by the $12.65 per share
closing price of our common stock on December 31, 2010.
A description of the applicable provisions of the employment
agreements for Messrs. Dyer and Pelose follows the tables.
Daniel P.
Dyer
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Change in Control,
|
|
|
|
|
|
|
Non-Renewal by
|
|
|
|
|
|
|
Corporation,
|
|
|
|
|
|
|
Termination without
|
|
For Cause or
|
|
|
|
|
Cause or for Good
|
|
Voluntary
|
|
Death or
|
Benefit Type
|
|
Reason
|
|
Termination
|
|
Disability
|
|
Lump Sum Payments
|
|
$
|
1,073,320
|
|
|
|
|
|
|
|
|
|
Stock Options
|
|
$
|
144,217
|
|
|
|
|
|
|
|
|
|
Restricted Stock
|
|
$
|
2,867,679
|
|
|
|
|
|
|
$
|
2,867,679
|
|
Excise Tax
Gross-Ups
|
|
$
|
811,132
|
|
|
|
|
|
|
|
|
|
26
George D.
Pelose
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Change in Control,
|
|
|
|
|
|
|
Non-Renewal by
|
|
|
|
|
|
|
Corporation,
|
|
|
|
|
|
|
Termination without
|
|
For Cause or
|
|
|
|
|
Cause or for Good
|
|
Voluntary
|
|
Death or
|
Benefit Type
|
|
Reason
|
|
Termination
|
|
Disability
|
|
Lump Sum Payment
|
|
$
|
892,907
|
|
|
|
|
|
|
|
|
|
Stock Options
|
|
$
|
110,478
|
|
|
|
|
|
|
|
|
|
Restricted Stock
|
|
$
|
2,264,186
|
|
|
|
|
|
|
$
|
2,264,186
|
|
Excise Tax
Gross-Ups
|
|
|
|
|
|
|
|
|
|
|
|
|
The Corporation has employment agreements with Messrs. Dyer
and Pelose (each, an executive), which run through
November 2012.
The Corporation may terminate the employment agreements for or
without cause. A termination for cause requires a vote of
two-thirds of our directors and prior written notice to the
executive providing an opportunity to remedy the cause. Cause
generally means: (1) willful fraud or material dishonesty
by the executive in connection with the performance of his
employment duties; (2) grossly negligent or intentional
failure by the executive to substantially perform his employment
duties; (3) material breach by the executive of certain
protective covenants (as described below); or (4) the
conviction of, or plea of nolo contendere to, a charge of
commission of a felony by the executive.
The executives employment automatically terminates as of
the last day of the agreement term upon the Companys
non-renewal of the employment agreement, provided that the
executive was willing and able to execute a new contract
providing terms and conditions substantially similar to those in
the employment agreement and to continue providing services
under the employment agreement.
The executive may terminate his employment agreement with or
without good reason. A termination by the executive for good
reason requires prior written notice providing the Corporation
with the opportunity to remedy the good reason. Good reason
means the occurrence of any one or more of the following,
without the consent of the executive: (a) a material
diminution in the executives authority, duties or
responsibilities; (b) the Corporation requires that the
executive report to an officer or employee of the Corporation
instead of reporting directly to the Corporations Chief
Executive Officer, in the case of Mr. Pelose, and Board of
Directors, in the case of Mr. Dyer; (c) a material
diminution in the executives base compensation, which, for
purposes of the employment agreement, means the executives
base salary and target incentive bonus percentage in effect
immediately prior to the action taken to diminish the
executives base salary or target incentive bonus
percentage; (d) a material change in the geographic
location at which the executive must perform services, which
shall include a change to a location that is more than
twenty-five (25) miles from the location at which the
executive performed services under the employment agreement as
of December 31, 2008; or (e) any other action or
inaction that constitutes a material breach by the Corporation
under the employment agreement.
If a change in control (as defined in the employment agreements)
occurs during the term of the employment agreements, then the
executives employment with the Corporation shall
automatically terminate without cause as of the date of the
change of control.
Pursuant to the terms of their employment agreements, if the
employment of Mr. Dyer or Mr. Pelose ends for any
reason, the Corporation will pay accrued salary, bonuses and
incentive payments already determined and other existing
obligations. In addition, in the event of a termination of
employment due to either termination by the Corporation without
cause, the resignation by the executive for good reason,
non-renewal by the Corporation or a change in control, the
executive will receive a lump sum payment equal to: (i) two
times current base salary; (ii) two times the average
incentive bonus earned for the preceding two fiscal years;
(iii) two years of medical and dental benefits for the
executive and his family, based on the current monthly COBRA
premium plus an increase to cover taxes; (iv) two years of
life and long-term disability insurance coverage, based on the
current annual premiums, plus an increase to cover taxes; and
(v) any incentive bonus earned but not yet paid. The lump
sum amount is payable within thirty (30) days following the
termination
27
date (provided the executive executes and does not revoke a
standard release of employment claims). In the event that the
executives employment is terminated on account of the
executives death or disability, termination by the
Corporation without cause, the resignation by the executive for
good reason, non-renewal by the Corporation or a change in
control, then all of the options, restricted stock and other
stock incentives granted to the executive will become fully
vested, and the executive will have up to two years in which to
exercise all vested options. If any payments due to the
executive under the employment agreement would be subject to the
excise tax imposed by Section 4999 of the Internal Revenue
Code, then the Corporation will be required to gross up the
executives payments for the amount of the excise tax plus
the amount of income and other taxes due as a result of the
gross up payment.
Notwithstanding the provisions described above, the employment
agreements are intended to comply with the requirements of
Section 409A of the Internal Revenue Code, to the extent
applicable, and the agreements shall be interpreted to avoid any
penalty sanctions thereunder, and therefore may require a
payment delay of severance benefits or reimbursements to be paid
to the executive.
Upon termination of the employment agreement, the executive will
be subject to certain protective covenants. If the Corporation
terminates the executives employment without cause or if
the executive terminates his employment with good reason, the
executive will be prohibited from competing with the Corporation
and from soliciting its customers for an
18-month
period. Such period shall be 12 months for all other
terminations. In addition, for a
24-month
period after termination of employment, the executive is
prohibited from hiring the Corporations employees.
Ms. Wilson does not have an employment agreement, but
pursuant to the terms of the Corporations 2003 Equity
Compensation Plan, as amended (the Equity Plan),
upon a change of control (as defined in the Equity Plan), all
outstanding options shall immediately vest and become
exercisable, and the restrictions and conditions on all
outstanding restricted stock awards shall immediately lapse.
Based on this, in the event of a change of control (as defined
in the Equity Plan), assuming a December 31, 2010 change of
control date, the benefit to Ms. Wilson would be $697,129
in restricted stock and $54,108 in options. Stock option benefit
amounts are computed for each option as to which vesting will be
accelerated upon the occurrence of the termination event by
multiplying the number of shares underlying the option by the
difference between the $12.65 closing price per share of our
common stock on December 31, 2010 and the exercise price
per share of the option. Restricted stock benefit amounts are
computed by multiplying the number of restricted shares as to
which vesting will be accelerated by the $12.65 per share
closing price of our common stock on December 31, 2010.
Directors
Compensation
The non-employee independent members of the Board of Directors
receive a $30,000 annual retainer (payable in quarterly
installments) for their service on the Board of Directors.
Non-employee independent members of the Board of Directors are
granted an Option to purchase 5,000 shares of the
Corporations common stock upon their initial appointment
or election to the Board. These options vest in four equal
annual installments. In addition, non-employee independent
members of the Board of Directors receive annual grants under
the Corporations 2003 Equity Compensation Plan, as
amended, of restricted stock yielding a present value of $36,000
at the Stock Award grant date. The annual restricted Stock
Awards vest at the earlier of (a) seven years from the
grant date and (b) six months following the non-employee
independent directors termination of Board service.
The chairman of the Audit Committee receives additional
compensation of $10,000 per year, the chairman of the
Compensation Committee receives additional compensation of
$4,000 per year and the chairman of the Nominating Committee
receives additional compensation of $2,000 per year. These fees
are paid in quarterly installments.
On March 31, 2009, the Board of Directors elected
Mr. McGinty to the role of Chairman of the Board and
eliminated the position of Lead Independent Director. In
connection therewith, the Board of Directors also approved the
following total compensation to be paid to the non-employee
Chairman of the Board of the
28
Corporation: (i) $100,000 total annual retainer (payable in
quarterly installments) and (ii) an annual restricted stock
grant yielding a present value of $41,000. The annual restricted
stock grant will vest at the earlier of (a) seven years
from the grant gate and (b) six months following the
non-employee Chairmans termination of Board service.
The following table sets forth compensation from the Corporation
for the non-employee independent members of the Board of
Directors in 2010. The table does not include reimbursement of
travel expenses related to attending Board, Committee and
Corporation business meetings.
Director
Compensation Table
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Fees Earned or
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Stock
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Option
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Name
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Paid In Cash ($)
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Awards ($)
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Awards ($)
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Total ($)
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Kevin J. McGinty
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$
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100,000
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$
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41,000
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$
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141,000
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John J. Calamari
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$
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40,000
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$
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35,998
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$
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75,998
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Lawrence J. DeAngelo
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$
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34,000
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$
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35,998
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$
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69,998
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Edward Grzedzinski
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$
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32,000
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$
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35,998
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$
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67,998
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Matthew J. Sullivan
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$
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30,000
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$
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35,998
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$
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65,998
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J. Christopher Teets
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$
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18,7501
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$
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35,998
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$
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38,200
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$
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92,948
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James W. Wert
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$
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30,000
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$
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35,998
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$
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65,998
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1 |
This is a pro-rated amount reflecting Mr. Teets Board
service from May 2010 until December 31, 2010.
|
On April 12, 2010, the Board of Directors approved a change
in the equity component of the annual director compensation
plan, which eliminated the annual option grants and replaced
them with additional restricted stock grants (equal to the value
of the option grants being eliminated). This change was made to
better align the equity portion of the Board of Directors
compensation program with director compensation programs of the
Corporations peer group, and this change became effective
with the 2010 grants made to the Corporations directors.
Report of
the Audit Committee
Management is responsible for the Corporations internal
financial controls and the financial reporting process. The
Corporations outside independent registered public
accountants, Deloitte & Touche LLP, are responsible
for performing an independent audit of the Corporations
consolidated financial statements and to express an opinion as
to whether those financial statements fairly present in all
material respects the financial position, results of operations
and cash flows of the Corporation, in conformity with generally
accepted accounting principles in the United States
(GAAP). The Audit Committees responsibility is
to monitor and oversee these processes. In addition, the Audit
Committee meets at least quarterly with our management and
outside independent registered public accountants to discuss our
financial statements and earnings press releases prior to any
public release or filing of the information.
The Audit Committee has reviewed and discussed the audited
financial statements of the Corporation for the year ended
December 31, 2010, with the Corporations management.
The Audit Committee has discussed with the outside independent
registered public accountants the matters required to be
discussed by SAS 61 (Codification of Statements of Auditing
Standards, AU §380).
The outside independent registered public accountants provided
to the Audit Committee the written disclosure required by
Independence Standards Board Standard No. 1 (Independence
Discussions with Audit Committees). The Audit Committee
discussed with the outside independent registered public
accountants their independence and considered whether the
non-audit services provided by the outside independent
registered public accountants are compatible with maintaining
their independence.
29
Based on the Audit Committees review and discussions noted
above, the Audit Committee recommended to the Board that the
Corporations audited financial statements be included in
the Corporations Annual Report on
Form 10-K
for the year ended December 31, 2010, for filing with the
SEC.
This report is submitted by the members of the Audit Committee
of the Board of Directors:
John J. Calamari (Chairman)
J. Christopher Teets
James W. Wert
Independent
Registered Public Accountants
A representative of Deloitte & Touche LLP, the
Corporations independent registered public accountants,
will be present at the Annual Meeting and will be given the
opportunity to make a statement if desired. The representative
will also be available to respond to appropriate questions.
The following sets forth the fees paid to the Corporations
independent registered public accountants for the last two
fiscal years:
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2010
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2009
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|
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Audit Fees
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$
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1,245,540
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|
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$
|
910,739
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Audit-Related Fees
|
|
$
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0
|
|
|
$
|
0
|
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Tax Fees
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$
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8,000
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|
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$
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8,000
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All Other Fees
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$
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0
|
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$
|
0
|
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|
|
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Total
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$
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1,253,540
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|
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$
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918,739
|
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Audit Fees. Consists of fees related to the
performance of the audit or review of the Corporations
financial statements and internal control over financial
reporting, including services in connection with assisting the
Corporation in its compliance with its obligations under
Section 404 of the Sarbanes-Oxley Act and related
regulations. This category also includes annual agreed upon
procedures relating to servicer reviews and the issuance of term
asset-backed securitizations.
Tax Fees. Consists of assistance rendered in
preparation of proxy disclosures.
The Audit Committee has the sole authority to consider and
approve in advance any audit, audit-related and tax work to be
performed for the Corporation by its independent registered
public accountants.
Certain
Relationships and Related Transactions
Under the Corporations Code of Ethics and Business
Conduct, the Audit Committee must review and approve
transactions with related persons (directors,
director nominees and executive officers or their immediate
family members, or stockholders owning 5% or greater of the
Corporations outstanding common stock) in which the amount
exceeds $120,000 and in which the related person has a direct or
indirect material interest. Under this policy, full written
disclosure must be submitted in writing to the
Corporations General Counsel, who will submit it to the
Audit Committee for review. The transaction must receive Audit
Committee approval prior to the consummation of the transaction.
The Corporation obtains all of its commercial, healthcare and
other insurance coverage through The Selzer Company, an
insurance broker located in Warrington, Pennsylvania. Richard
Dyer, the brother of Daniel P. Dyer, the Corporations
Chief Executive Officer, is the President of The Selzer Company.
The Corporation does not have any contractual arrangement with
The Selzer Company or Richard Dyer, nor does it pay either of
them any direct fees. Insurance premiums paid to The Selzer
Company totaled $536,000 in 2010.
Joseph Dyer, the brother of Daniel P. Dyer, the Chairman of our
Board of Directors and Chief Executive Officer, is a vice
president in our treasury group and was paid compensation in
excess of $120,000 for such services in 2010.
30
On March 26, 2007, the Corporation announced that it had
received correspondence from the Federal Deposit Insurance
Corporation (FDIC) approving the application for
federal deposit insurance for its wholly-owned subsidiary,
Marlin Business Bank, an industrial bank chartered by the State
of Utah (the Bank), subject to certain conditions
set forth in the order issued by the FDIC, dated as of
March 20, 2007 (the Order). The Order provided
that the approval of the Corporations Bank application was
conditioned on Peachtree Equity Investment Management, Inc.
(Peachtree) and WCI (Private Equity) LLC
(WCI), whose sole manager is Peachtree, executing a
passivity agreement with the FDIC to eliminate Peachtrees
and WCIs ability to control the Bank. As a result,
Peachtree, WCI and the FDIC entered into a Passivity Agreement,
dated as of June 18, 2007 (the Passivity
Agreement), which would be deemed effective on the date of
issuance from the FDIC of the federal deposit insurance for the
Bank. In connection with the execution of the Passivity
Agreement, the Corporation entered into a Letter Agreement,
dated as of June 18, 2007, by and among the Corporation,
Peachtree and WCI (the Letter Agreement), which is
also deemed effective on the date of issuance from the FDIC of
the federal deposit insurance for the Bank. On March 11,
2008, the Corporation received approval from the FDIC for
federal deposit insurance for the Bank, and approved the Bank to
commence operations effective March 12, 2008. As a result
of the approval, the Corporation became subject to the terms,
conditions and obligations of the Letter Agreement. Under the
terms of the Letter Agreement, the Corporation agreed to create
one vacancy on the Corporations Board of Directors by
increasing the size of the Board. The Corporation also agreed to
take all necessary action to appoint one individual proposed by
Peachtree and WCI as a member of the Board who will serve as a
director until the expiration of the term at the Annual Meeting.
In addition, the Corporation agreed to include an individual
proposed by Peachtree and WCI on the Boards slate of
nominees for election as a director of the Corporation and to
use its best efforts to cause the election of such individual so
long as Peachtree and WCI are subject to the terms and
conditions of the Passivity Agreement.
Section 16(a)
Reporting Compliance
Section 16(a) of the Securities Exchange Act of 1934
requires the Corporations directors, executive officers
and shareholders who beneficially own more than 10% of the
Corporations outstanding equity stock to file initial
reports of ownership and reports of changes in ownership of
common stock and other equity securities of the Corporation with
the SEC. Based on a review of copies of the reports we received
and on the statements of the reporting persons, to the best of
the Corporations knowledge, all required reports in 2010
were filed on time except that the Corporation, on behalf of
Lynne C. Wilson, failed to timely file a Form 4 to report
the sale of common stock on December 13, 2010. The
Corporation filed the Form 4 for such sale on
December 16, 2010 on behalf of Lynne C. Wilson.
Shareholder
Proposals
In order to be considered for inclusion in the
Corporations proxy statement for the annual meeting of
shareholders to be held in 2012, all shareholder proposals must
be submitted to the Corporate Secretary at the
Corporations office, 300 Fellowship Road, Mount Laurel,
New Jersey, 08054 on or before December 22, 2011.
Additional
Information
Any shareholder may obtain a copy of the Corporations
Annual Report on
Form 10-K
for the year ended December 31, 2010, including the
financial statements and related schedules and exhibits,
required to be filed with the SEC, without charge, by submitting
a written request to the Corporate Secretary, Marlin Business
Service Corp., 300 Fellowship Road, Mount Laurel, New Jersey,
08054. You may also view these documents on the investor
relations page of the Corporations website at
www.marlincorp.com.
31
Other
Matters
The Board of Directors knows of no matters other than those
discussed in this Proxy Statement that will be presented at the
Annual Meeting. However, if any other matters are properly
brought before the meeting, any proxy given pursuant to this
solicitation will be voted in accordance with the
recommendations of Board of Directors.
BY ORDER OF THE BOARD OF DIRECTORS
George D. Pelose
Secretary
Mount Laurel, New Jersey
April 25, 2011
32
MARLIN BUSINESS SERVICES CORP. VOTE BY MAIL Mark, sign and date your proxy card and
return it in the postage-paid envelope we 300 FELLOWSHIP ROAD have provided or return
it to Vote Processing, c/o Broadridge, 51 Mercedes Way, MOUNT LAUREL, NJ 08054
Edgewood, NY 11717. TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: M36046-P11650
KEEP THIS PORTION FOR YOUR RECORDS THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.
DETACH AND RETURN THIS PORTION ONLY MARLIN BUSINESS SERVICES CORP. For Withhold For All To
withhold authority to vote for any individual All All Except nominee(s), mark For All Except and
write the The Board of Directors recommends you vote FOR number(s) of the nominee(s) on the line
below. the following: Vote on Directors 0 0 0 1. Election of Directors
NOMINEES: 01) John J. Calamari 05) Kevin J. McGinty 02) Lawrence J. DeAngelo 06) Matthew J.
Sullivan 03) Daniel P. Dyer 07) J. Christopher Teets 04) Edward Grzedzinski 08) James W. Wert Vote
on Proposals For Against Abstain The Board of Directors recommends you vote FOR the following
proposal: 2. Approval, on an advisory basis, of the compensation of the Corporations
named executive officers. 0 0 0 1 Year 2 Years 3 Years Abstain The Board of Directors
recommends you vote 1 year on the following proposal: 3. Approval, on an advisory basis,
on the frequency with which the Corporation includes in its proxy statement an advisory vote
regarding the 0 0 0 0 compensation of the Corporations named executive officers. (IT
IS IMPORTANT THAT YOU SIGN AND DATE THIS PROXY CARD BELOW) Please sign exactly as your name appears
above and print the date on which you sign the proxy in the spaces provided below. If signed on
behalf of a corporation, please sign in corporate name by an authorized officer. If signing as a
representative, please give full title as such. For joint accounts, only one owner is required to
sign. Signature [PLEASE SIGN WITHIN BOX] Date Signature (Joint Owners) Date |
Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting: The
Notice and Proxy Statement, Annual Report, Form 10-K and Shareholder Letter are available at
www.proxyvote.com. M36047-P11650 PROXY MARLIN BUSINESS SERVICES CORP. THIS PROXY IS
SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF MARLIN BUSINESS SERVICES CORP. I/We hereby
appoint George D. Pelose and Lynne C. Wilson, or any one of them with power of substitution in
each, as proxyholders for me/us, and hereby authorize them to represent me/us at the 2011 Annual
Meeting of Shareholders of Marlin Business Services Corp. to be held at Doubletree Hotel, 515
Fellowship Road, Mount Laurel, New Jersey, on May 25, 2011, at 9:00 a.m., and at any adjournment
thereof, and at this meeting and any adjournment, to vote, as designated on the reverse side, the
same number of shares as I/we would be entitled to vote if then personally present. THIS PROXY,
WHEN PROPERLY SIGNED BY YOU, WILL BE VOTED IN THE MANNER YOU DIRECT ON THIS CARD. IF NO DIRECTION
IS MADE, THIS PROXY WILL BE VOTED FOR THE LISTED NOMINEES IN THE ELECTION OF DIRECTORS, FOR
PROPOSAL 2, IN FAVOR OF EVERY ONE YEAR ON PROPOSAL 3, AND IN THE DISCRETION OF THE PROXYHOLDERS
NAMED IN THIS PROXY UPON SUCH OTHER BUSINESS AS MAY PROPERLY COME BEFORE THE ANNUAL MEETING OR ANY
ADJOURNMENT. THIS PROXY MAY BE REVOKED BY YOU AT ANY TIME BEFORE IT IS VOTED AT THE ANNUAL MEETING.
I/we hereby acknowledge the receipt, prior to the signing of this Proxy, of a Notice of Annual
Meeting of Shareholders and an attached Proxy Statement for the 2011 Annual Meeting, and the Annual
Report of Marlin Business Services Corp. for the year ended December 31, 2010. |