U.S. SECURITIES AND EXCHANGE
COMMISSION
Washington,
D.C. 20549
FORM 10-K/A
(Amendment No. 2)
x
Annual report pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
For the fiscal year ended December 31,
2007
o
Transition report pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
For the transition period from
to
Commission
file number: 0-25923
Eagle Bancorp, Inc.
(Exact Name of Registrant as Specified in its
Charter)
Maryland
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|
52-2061461
|
(State or other jurisdiction of
incorporation or organization)
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|
(I.R.S. Employer Identification Number)
|
|
|
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7815 Woodmont Avenue, Bethesda, Maryland
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|
20814
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(Address of Principal Executive Offices)
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(Zip Code)
|
Registrants Telephone Number, including area
code:
(301)
986-1800
Securities registered pursuant to
Section 12(b) of the Act:
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Name of each exchange on which registered:
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Common Stock $.01 par value
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The Nasdaq Capital Market
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Securities registered pursuant to Section 12(g) of the Act:
None
Indicate by check mark if the registrant is a well-known seasoned
issuer, as defined in Section 405 of the Securities Act.
Yes
o
No
x
Indicate by check mark if the registrant is not required to file
reports pursuant to Section 13 or Section 15(d) of the Act
Yes
o
No
x
Indicate by check mark whether the registrant; (1) has filed all
reports required to be filed by Section 13 or 15(d) of the Securities
Exchange Act of 1934 during the preceding 12 months (or for such shorter period
that the registrant was required to file such reports; and (2) has been
subject to such filing requirements for the past 90 days. Yes
x
No
o
Indicate by check mark if disclosure of delinquent filers in pursuant
to Item 405 of Regulation S-K is not contained herein, and will not be
contained, to the best of registrants knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-K
or any amendment to this Form 10-K.
o
Indicate by check mark whether the registrant is a large accelerated
filer, an accelerated filer, a non-accelerated filer or a smaller reporting
company. See definitions of large accelerated filer, accelerated filer and smaller
reporting company in Rule 12b-2 of the Exchange Act.
Large accelerated filer
o
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Accelerated
filer
x
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|
Non-accelerated
filer
o
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Smaller
reporting company
o
|
Indicate by check mark whether the registrant is a shell company (as
defined in Rule 12b-2 of the Act. Yes
o
No
x
The aggregate market value of the outstanding Common Stock held by
nonaffiliates as of June 30, 2007 was approximately $135 million.
As of March 11, 2008, the number of outstanding shares of the
Common Stock, $.01 par value, of Eagle Bancorp, Inc. was 9,780,418
DOCUMENTS
INCORPORATED BY REFERENCE
Portions
of the Companys definitive Proxy
Statement for the Annual Meeting of Shareholders to be held on May 22,
2008 are incorporated by reference in part III hereof.
EXPLANATORY NOTE
We filed our
Annual Report on Form 10-K for the year ended December 31, 2007 on March 14,
2008 (the Original Report), and filed Amendment No. 1 on June 25,
2008. We are filing this Amendment No. 2on Form 10-K/A ( this
Amendment) for the following purposes:
1. To include the full text of material
responsive to Item 11 of Form 10-K in accordance with Rule 12b-15;
and
2. To provide additional disclosures in respect
of the Senior Executive Incentive Bonus Plan.
This Amendment
is being filed in response to comments we received from the staff of the
Division of Corporation Finance of the Securities and Exchange Commission (the SEC)
in connection with the staffs review of the Original Report and Amendment No
1. We have made no attempt in this Amendment to modify or update the
disclosures presented in the Original Report other than as noted in Amendment
No 1 and above. Also, this Amendment does not reflect events occurring after
the filing of the Original Report. Accordingly, this Amendment should be read
in conjunction with the Original Report, as amended and our other filings with
the SEC subsequent to the filing of the Original Report.
2
Item 11 Executive Compensation
Compensation Committee.
The Board of Directors has an Executive
Compensation Committee, consisting of all of the members of the Board of
Directors who are independent directors within the meaning of NASDAQ Rule 4200(a)(15).
The Executive Compensation Committee has the sole responsibility for
determining executive compensation, including that of the named executive
officers. The Executive Compensation Committee makes determination with respect
to salary levels, bonus compensation and equity compensation awards for
executive officers. In exercising its role, the Executive Compensation
Committee may consider information or recommendations to the Executive
Compensation Committee provided by the Compensation Committee of the Bank,
which determines compensation policy for nonexecutive employees. The Bank Compensation Committee is currently
comprised of Mr. Blitz, the Chairman, and Messrs. Abel, Dworken,
Natovitz, Paul, Rogers and Weinstein. Mr. Paul does not participate in, or
remain present during, discussions of his compensation. Each of the Executive
Compensation Committee of the Company nor the Bank Compensation Committee has a
charter. The charter of the Companys
Executive Compensation Committee is available on the Companys website at
www.eaglebankmd.com. During the 2007 fiscal year, the Executive Compensation
Committee met one (1) time.
In January 2008, the Executive Compensation Committee authorized
the retention of a compensation consultant every other year to assist the
Company in evaluating executive compensation levels and the form of executive
compensation. The first year of such
retention will be during 2008 in connection with compensation levels for
2009. Previously, in 2005, the
Compensation Committee of the Bank engaged Clark Consulting (Clark), an
executive compensation and benefits consulting firm of national scope and
reputation, to evaluate whether its compensation levels were reasonably
competitive and to make specific compensation plan recommendations with respect
to changes in executive compensation levels and development of an equity
compensation strategy.
Compensation
Committee Interlocks and Insider Participation.
No
member of the Executive Compensation Committee has served as an officer or
employee of the Company or Bank at any time. None of our executive officers
serve as a member of the compensation committee of any other company that has
an executive officer serving as a member of our Board of Directors. None of our executive officers serve as a
member of the board of directors of any other company that has an executive
office serving as a member of the Executive Compensation Committee. Except for
loans and deposit transactions in the ordinary course of business made on
substantially the same terms, including interest rates and collateral, as those
for comparable transactions with unaffiliated parties, and not presenting more
than the normal risk of collectability or other unfavorable features, no member
of the Executive Compensation Committee or any of their related interests has
any material interest in any transaction involving more than $120,000 to which
the Company is a party.
Compensation
Disclosure and Analysis
In this
Compensation Disclosure and Analysis, we give an overview and analysis of our
compensation program and policies, the material compensation decisions we have
made under those programs and policies, and the material factors that we
considered in making those decisions. Later in this proxy statement under the
heading Executive Compensation Tables, you will find a series of tables
containing specific information about the compensation earned or paid in 2007
to Mr. Paul, the Chief Executive Officer of the Company, Mr. Langmead,
the Chief Financial Officer, and the four most highly compensated executive
officers of the Company (including officers of the Bank) who received total
compensation of $100,000 or more during the fiscal year ended December 31,
2007, referred to as our named executive officers.
Compensation Objectives
The primary objectives of the Board of Directors with respect to
executive compensation is to tie annual and long-term cash and stock incentives
to the achievement of measurable Company and individual performance objectives,
thereby aligning the executives incentive with maintaining and increasing
shareholder value. We attempt to achieve
these objectives through compensation policies and programs that tie a
significant portion of our named executives officers overall compensation,
potentially 30-45% in the form of cash bonuses and equity compensation awards,
to our short and long term financial performance. We also recognize that ours
is a highly competitive market for executive officers, and that we compete for
personnel against not only local community banks in Montgomery County and
Washington D.C., but against national, regional and local institutions that
operate in the entire metropolitan
3
Washington D.C. area, and in surrounding markets. Our compensation
philosophy is to reward our executives with compensation at or above market
competitive rates, regardless of institution size, while rewarding outstanding
performance. Although each of our executive officers is responsible for
different areas of the Bank, they are viewed as having the same level of
responsibility, therefore, the same base compensation is warranted. We differentiate the achievements of each
executive officers performance in the cash bonus and equity compensation
award.
During 2005, the Compensation Committee of the Bank first engaged Clark
Consulting (Clark), an executive compensation and benefits consulting firm of
national scope and reputation, to evaluate whether the Companys compensation
levels were reasonably competitive and to make specific compensation plan
recommendations with respect to changes in executive compensation levels and
development of an equity compensation strategy.
The Company requested Clarks review, as an objective third party, to
summarize issues relative to topics such as competitive executive compensation
and incentive practices with the intent to identify appropriate compensation
levels. The review utilized 2005 proxy data for a peer group of 23 publicly
traded banks(1), the selection of which was based upon similarities in asset
size, geographic location, and performance (the custom peer group). A second
peer group(2), comprised of the local community banks against which the Company
perceives itself as directly competing for personnel (the supplemental peer
group), was also reviewed. It was found that the Companys equity based
compensation, over three years, was on average in the 75
th
percentile
compared to the custom peer group, while its equity compensation levels
generally trailed those of the supplemental peer group. Therefore, based on the
review of this peer group information, the Company sought to establish the 2006
Stock Plan, and to increase the percentage of executive compensation tied to
performance based equity awards. In
addition, as part of the overall review it was found that when cash
compensation was compared to the 75
th
percentile of the custom peer group, the
Companys level of cash compensation was trailing slightly, and was found to be
low or below market, and to be below market when compared to the supplemental
peer group. The Company did not retain a
compensation consultant in connection with 2007 compensation decisions,
although the Executive Compensation Committee has authorized the retention of a
consultant on a biannual basis, commencing with 2008 decisions regarding 2009
compensation. Accordingly, compensation
decisions for 2007 were made without the direct input of any independent third
party, but based on the Executive Compensation Committees evaluation of
changes in the compensation at the comparable companies, and current challenges
facing the Company and community banking industry.
Compensation Components
The key components of our executive compensation program for all named
executive officers other than Mr. Paul consist of a base salary,
performance-based compensation plans, including our Senior Executive Incentive
Bonus Plan, a performance based cash bonus plan, and the 2006 Stock Plan, a
long-term equity based compensation plan, potential discretionary cash bonuses,
and a 401(k) Plan. Base salary and bonus, or cash compensation, comprise the
substantial portion of total executive compensation. For Mr. Paul, whose
formal responsibilities have increased in recent years, base salary is the
principal form of compensation, along with awards of stock options, which ties
a significant portion of his compensation to increases in shareholder value as reflected
in long term increases in the price of the common stock.
Base Salary
The Board of Directors believes that base salary for named executive
officers should be targeted at market competitive levels, regardless of the
size of the institution, while rewarding outstanding performance with
above-average total compensation. Base salaries are reviewed annually and
adjusted from time to time, based on our review of market data and assessment
of Company and individual executive performance. For 2007, base salaries were
targeted
(1)
First
Mariner Bancorp, Inc. (FMAR); First United Corp (FUNC); Columbia Bancorp, Inc./Columbia
Bank (acquired by Fulton Financial Corporation (FULT)); National Bankshares
Inc. (NKSH); Shore Bancshares Inc. (SHBI); BCSB Bankcorp Inc. (BCSB); CNB
Financial Corp. (CCNE); Republic First Bancorp Inc. (FRBK); Harleysville
Savings Financial (HARL); Abington Community Bancorp (ABBC); Severn Bancorp
Inc. (SVBI); Eastern Virginia Bankshares (EVBS); Old Point Financial Corp.
(OPOF); Bryn Mawr Bank Corp. (BMTC); Fidelity Bancorp Inc. (FSBI); C&F
Financial Corp. (CFFI); Middleburg Financial Corp. (MBRG); QNB Corp. (QNBC);
Premier Community Bankshares (PREM); Highlands Bankshares Inc. (HBKA );
Washington Savings Bank FSB (WSB); Tri-County Financial Corp. (TCFC); Alliance
Bankshares Corp. (ABVA).
(2)
Sandy
Spring Bancorp, Inc. (SASR); First Mariner Bancorp, Inc.; Cardinal
Financial Corporation (CFNL); Columbia Bancorp, Inc./Columbia Bank;
Virginia Commerce Bancorp, Inc. (VCBI); James Monroe Bancorp, Inc./James
Monroe Bank (acquired by Mercantile Bankshares Corporation/PNC Financial Group, Inc.).
4
to be competitive with salaries
of the supplemental peer group, while changes made to base salaries for 2008
were targeted to maintain the competitiveness of overall compensation with that
peer group.
Senior Executive Incentive Bonus Plan
Executive management, including all named executive officers other than
Mr. Paul, participates in the annual incentive bonus plan for senior
executives. Under the plan, an executive
is eligible to earn a percentage of his or her base salary based on achievement
of Company and individual performance objectives. During 2007, participating
executives could earn up to 23% of base salary in bonus, based upon Company
wide and individual performance metrics, which can vary each year. The incentive bonus plan was established to
maintain the competitiveness of our total cash compensation for executives
compared to peers. In order for the
executive to receive any portion of the potential aggregate bonus payout, the
Company must first meet established income goals. Then, component portions of the aggregate
potential bonus may be earned, based upon the achievement of designated performance
targets relating to Non Interest Income, Net Interest Margin, Efficiency Ratio,
Deposit Growth, Loan Growth, Non Interest Expense and/or other financial
performance measures. The measures to which each named executives award is
subject may vary depending on the officers area of responsibility. Each
component portion of the potential bonus is subject to payment only if the
target is met or exceeded in total, with no provision for partial or graduated
payments. The actual bonus which an
individual named executive officer may receive may therefore be equal to or
below the indicated amount or percentage.
In addition, the Board of Directors reserves the right to grant a
discretionary bonus in addition to the performance related bonus, or to award all
or a portion of the aggregate potential bonus where the targets are not met,
based upon extenuating factors. No amounts were paid pursuant to the Senior
Executive Incentive Bonus Plan for 2007 performance, as targets were not met,
although discretionary bonuses were paid to named executive officers other than
Mr. Paul. For 2008, participating
officers are eligible to earn up to 23% of base salary under this plan.
Equity Compensation
We believe that our long-term interests are best advanced by aligning
the interests of our executive officers with the interests of our shareholders.
Accordingly, we make awards of stock options, stock appreciation rights (SARS)
and restricted stock available to our executive officers pursuant to our 2006
Stock Plan, which was adopted by our shareholders in 2006. Previously, stock
options were granted under our 1998 Stock Option Plan, but options may no
longer be granted under the 1998 Stock Option Plan. Mr. Paul has been granted only stock
options in order to tie his potential compensation to increases in shareholder
value as reflected in the stock price. In 2007, other named executive officers
were granted SARs with an expected value of 5% of base salary and performance
based restricted stock with a grant date fair value of up to 20% of base salary
assuming the maximum award were received. Previously all executive officers
received awards of stock options, generally vesting in two equal annual
installments, commencing on the date of grant.
These awards are targeted to the 75
th
percentile of the custom peer group. In 2008, all named executive officers
received grants of stock options, with three installment vesting.
Equity compensation awards for named executive officers and employees
are generally approved in January or early February of each year, or
in connection with revisions to annual compensation. Awards may be made periodically for new hires
during the year. Awards are based on a
number of criteria including the relative rank of the executive within the
Company and his or her specific contributions to the success of the
Company. Our equity award process is
independent of any consideration of the timing of the release of material
nonpublic information, including with respect to the determination of grant
dates or stock option exercise prices.
Similarly, we expect that the release of material nonpublic information
will not be timed with the purpose or intent to affect the value of executive
compensation
401(k) Plan
Our 401(k) Plan allows all officers and employees of the Company
working 1,000 hours or more in a calendar year to defer a portion of their
compensation, and provides a match of up to 3% of their base salaries and bonus
amounts, subject to certain IRS limitations. While the decision to match
employee contributions is discretionary, all employees receive the same
percentage match.
Employment and Severance Arrangements
Each of our
named executive officers has an employment agreement which contains provisions
for payments
5
upon a change in control of the
Company, and provides for noncompetition and nonsolicitation provisions
benefiting the Company under certain circumstances. These agreements are described in detail
under the caption Executive Compensation Tables Employment Agreements. The
Executive Compensation Committee, believes that the agreements provide
continuity of executive management, employment security which is conducive to
maximum employee effort and valuable protections for the Company and its
executive officers.
Inter-Relationship of Elements of Total
Compensation
The various elements of the compensation package are not interrelated.
For example, if it does not appear as though the target bonus will be achieved,
the size of equity compensation awards will not be affected. While the
potential size of an element of compensation may be expressed as a percentage
of base or total compensation, there is no significant interplay of the various
elements of total compensation between each other. If awards that are granted
in one year become less valuable, or less likely of vesting, the amount of the
bonus or base compensation to be paid the executive officer for the next year is not impacted.
Similarly, if equity awards become extremely valuable, the amount of base
compensation or bonus to be awarded for
the
next year
is not affected. While
the Board has discretion to make exceptions to any base compensation or bonus
payouts under existing plans, it has not approved any exceptions to the plans
with regard to any executive officers.
Other Information
We have no equity or security ownership requirements or guidelines for
executive officers, however, all of the executive officers own common stock,
and options to purchase common stock, SARs payable in common stock or
performance based awards of restricted stock pursuant to our equity
compensation plans. We also have no policy with regard to the adjustment or
recovery of awards or payments if the relevant company performance measures
upon which they are based are restated or otherwise adjusted in a manner that
would reduce the size of an award or payment. We have not the need to address
such circumstances, and expect that we would address the issue of award or
payment recovery at the time circumstances requiring it present themselves, in
light of all the facts and circumstances. Perquisites, which are not material
to the named executives overall compensation, are noted in the Summary
Compensation Table.
Input from
the Chief
Executive Officer is considered by the Executive Compensation Committee and
Bank Compensation Committee regarding the criteria to be used to determine base
salary, bonuses and other benefits for
named executive officers other than
the Chief Executive Officer. Although input from
the Chief Executive Officer is considered by the Executive
Compensation Committee, it is not given any disproportionate weight. The
Executive Compensation Committee has the final authority on compensation
matters for all executive officers.
Compensation Committee Report
We have reviewed and discussed the foregoing Compensation Disclosure
and Analysis with management. Based on our review and discussion with
management we have recommended to the Board of Directors that the Compensation
Disclosure and Analysis be included in this proxy statement and incorporated by
reference in our annual report on Form 10-K for the year ended December 31,
2007.
Members of the Companys Executive Compensation Committee
Leonard L. Abel
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Philip N.
Margolius, Chairman
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Leslie M. Alperstein,
Ph.D.
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Donald R.
Rogers
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Dudley C.
Dworken
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Leland M.
Weinstein
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Harvey M.
Goodman
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This report shall not be deemed to be incorporated by
reference by any general statement incorporating by reference this proxy
statement into any filing under the Securities Act of 1933, as amended, or the
Securities Exchange Act of 1934, as amended, and shall not otherwise be deemed
filed under such acts.
6
Executive Compensation Tables
The following
table sets forth a comprehensive overview of the compensation for Mr. Paul,
the President of the Company, Mr. Langmead, the Chief Financial Officer of
the Company, and the four most highly compensated executive officers of the
Company (including officers of the Bank) who received total compensation of
$100,000 or more during the fiscal year ended December 31, 2007.
Summary Compensation Table
Name and Principal Position
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|
Year
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Salary
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|
Bonus(1)
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|
Stock
Awards (2)
|
|
Option
Awards (2)
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|
Non Equity
Incentive Plan
Compensation
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All Other
Compensation
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Total
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Ronald D.
Paul, President and Chief Executive Officer of the Company; Chief
|
|
2007
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|
$
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350,000
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|
$
|
|
|
$
|
|
|
$
|
74,228
|
|
$
|
|
|
$
|
|
|
$
|
424,228
|
|
Executive
Officer of the Bank
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|
2006
|
|
$
|
197,827
|
|
$
|
|
|
$
|
|
|
$
|
24,308
|
|
$
|
|
|
$
|
|
|
$
|
222,235
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
James H.
Langmead, Senior Vice President, Chief Financial Officer of the
Company;
Executive Vice
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|
2007
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|
$
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231,525
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$
|
20,000
|
|
$
|
6,829
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|
$
|
6,029
|
|
$
|
|
|
$
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19,697
|
(3)
|
$
|
284,080
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|
President,
Chief Financial
Officer of
the Bank
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|
2006
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|
$
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207,595
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$
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14,327
|
|
$
|
7,871
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|
$
|
5,211
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|
$
|
|
|
$
|
5,691
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(4)
|
$
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240,695
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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Michael T.
Flynn, Executive Vice President, Chief Operating Officer of the
Company;
President -
|
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2007
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|
$
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236,080
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|
$
|
5,000
|
|
$
|
7,325
|
|
$
|
6,703
|
|
$
|
|
|
$
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18,460
|
(5)
|
$
|
273,568
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|
District of
Columbia
Division of
the Bank
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|
2006
|
|
$
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236,080
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|
$
|
5,000
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|
$
|
9,768
|
|
$
|
6,505
|
|
$
|
|
|
$
|
18,290
|
(6)
|
$
|
275,643
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Thomas D.
Murphy, Executive Vice President of the Company;
President -
Montgomery
|
|
2007
|
|
$
|
231,525
|
|
$
|
12,500
|
|
$
|
7,090
|
|
$
|
6,429
|
|
$
|
|
|
$
|
21,479
|
(7)
|
$
|
279,023
|
|
County
Division of the
Bank
|
|
2006
|
|
$
|
220,500
|
|
$
|
12,500
|
|
$
|
9,123
|
|
$
|
6,075
|
|
$
|
|
|
$
|
19,922
|
(8)
|
$
|
268,120
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Susan G.
Riel, Executive Vice President Chief
|
|
2007
|
|
$
|
231,525
|
|
$
|
27,500
|
|
$
|
7,090
|
|
$
|
6,429
|
|
$
|
|
|
$
|
20,367
|
(9)
|
$
|
292,911
|
|
Operating
Officer of the
Bank
|
|
2006
|
|
$
|
207,595
|
|
$
|
27,500
|
|
$
|
9,123
|
|
$
|
5,511
|
|
$
|
|
|
$
|
18,430
|
(10)
|
$
|
268,159
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Martha
Foulon-Tonat, Executive Vice President
|
|
2007
|
|
$
|
231,525
|
|
$
|
12,500
|
|
$
|
7,090
|
|
$
|
6,429
|
|
$
|
|
|
$
|
16,653
|
(11)
|
$
|
274,197
|
|
Chief
Lending Officer
of the Bank
|
|
2006
|
|
$
|
207,595
|
|
$
|
12,500
|
|
$
|
9,123
|
|
$
|
5,511
|
|
$
|
|
|
$
|
14,726
|
(12)
|
$
|
249,455
|
|
(1)
|
|
Reflects amounts earned pursuant to the discretionary awards under
Companys Senior Executive Incentive Bonus Plan. Amounts shown are earned and
accrue in the year indicated and are paid in the following year, except with
respect to Mr. Langmeads 2006 payment, which was earned and paid 2006.
|
(2)
|
|
Represents the amount of expense recognized in year indicated with
respect to awards of performance based restricted stock (in the case of Stock
Awards) and options and SARs (in the case of Option Awards) for financial
reporting purposes. Please refer to note 11 to the Companys Consolidated
Financial Statements for the year ended December 31, 2007 for a
discussion of the assumptions used in calculating the grant date fair value.
|
(3)
|
|
Includes $9,000 car allowance, $3,799 insurance premium and $6,898
401(k) matching contribution.
|
(4)
|
|
Represents 401(k) matching contribution.
|
(5)
|
|
Includes $9,000 car allowance, $2,690 insurance premium and $6,770
401(k) matching contribution.
|
(6)
|
|
Includes $9,000 car allowance, $2,690 insurance premium and $6,588
401(k) matching contribution. Does not include $51,065 of income
recognized by Mr. Flynn as a result of the disqualifying disposition of
shares issued upon the exercise of incentive stock options.
|
(7)
|
|
Includes $9,000 car allowance, $5,534 insurance premium and $6,945
401(k) matching contribution.
|
(8)
|
|
Includes $7,800 car allowance, $5,534 insurance premium and $6,588
401(k) matching contribution.
|
(9)
|
|
Includes
$9,000 car allowance, $4,422 insurance premium and $6,945
401(k) matching contribution.
|
(10)
|
|
Includes
$7,800 car allowance, $4,432 insurance premium and $6,208
401(k) matching contribution.
|
(11)
|
|
Includes
$9,000 car allowance, $909 insurance premium and $6,744 401(k) matching
contribution.
|
(12)
|
|
Includes
$7,800 car allowance, $728 insurance premium and $6,198 401(k) matching
contribution.
|
The Company
does not maintain (i) any defined benefit retirement plans, or (ii) any
nonqualified deferred compensation programs or arrangements.
Employment
Agreements.
The Company and Mr. Paul are parties
to an employment agreement governing his service and compensation as President
of the Company.
The current term of Mr. Pauls
employment agreement expires on December 31, 2010. On each December 31,
the term of the agreement automatically extends for one additional year, unless
Mr. Paul has given notice of his intention not to renew the term. Under his agreement, Mr. Paul is
entitled to receive a current annual base salary of $350,000, subject to
periodic increase. Mr. Paul was not
granted options during 2007, although he was granted incentive options to
purchase 25,000 shares of common stock, and nonincentive options
7
to purchase 3,250 shares of
common stock in his capacity as a director, in January 2008. Mr. Paul
may receive additional grants of options and may also receive a bonus in the
discretion of the Board of Directors. The compensation under Mr. Pauls
employment agreement is in lieu of all other cash fees for service on the
Boards of Directors or any committees of the Company and the Bank. In the event of termination of Mr. Pauls
employment for any reason other than for cause (as defined), Mr. Paul (or
his estate), is entitled to receive an amount in cash equal to 2.99 times his
then current base salary, subject to certain limitations in the event that his
termination occurs in connection with a change in control (as defined) of the
Company or the Bank. In addition, all of
Mr. Pauls options will immediately vest upon any termination.
If Mr. Paul
were entitled to receive the termination benefits as of December 31, 2007,
he would receive approximately $1,050,000, or approximately $363,508 if the
termination were in connection with a change in control. Additionally, in the
event of any termination, all of the unvested options held by Mr. Paul
will accelerate and become immediately exercisable. At December 31, 2007, all of the 29,151
unvested options held by Mr. Paul were out of the money.
Each of the
five other named executive officers has an employment agreement with EagleBank.
Each of the agreements, other than Mr. Flynns, expires December 31,
2009. Mr. Flynns agreement expires December 31, 2008. The table
below sets forth the current base salary, amount of Bank paid life insurance
(at standard rates), and annual car allowance to which the named executive
officers are entitled. Each of these
officers is also entitled to participation in all other health, welfare,
benefit, stock, option and bonus plans, if any, generally available to all
officers and employees of the Bank or the Company. Under each agreement if the officers
employment is terminated without cause for reasons other than death, disability
or in connection with a change of control (as defined), he/she would be
entitled to receive continued payment of base salary through the end of the
term of his/her agreement, subject to his/her compliance with the noncompete
and nondisturbance provisions of the agreement. The noncompete and
nondisturbance provisions (the Noncompete Provisions) provide that (i) for
180 days after termination, or until the end of the original term of the
agreement, whichever is earlier, the officer will not in any capacity render
any services to a bank or savings and loan or a holding company of a bank or savings
and loan or to any person or entity that
is attempting to form a bank, with respect to any office, branch or other
facility that is (or is proposed to be) located within a thirty-five (35) mile
radius of the location of the Companys headquarters, and (ii) for twelve
(12) months after the last date of employment, the officer will not, directly
or indirectly, induce or attempt to induce any customers, suppliers, officers,
employees, contractors, consultants, agents or representatives of, or any other
person that has a business relationship with, the Company or any of its parent,
subsidiaries and affiliates to discontinue, terminate or reduce the extent of
their relationship with the Company and/or any such parent, subsidiary or
affiliate or to take any action that would disrupt or otherwise be
disadvantageous to any such relationship, or otherwise solicit any customer or
employee of the Company. The amount to
which each of the officers would be entitled to if he/she were terminated,
other than for cause or in connection with a change in control, as of December 31,
2007 is set forth in the fifth column of the table below.
In the event
of termination of the other named executive officers employment, or reduction
in his/her compensation or position or responsibilities within 120 days before
or after a change in control, or the voluntary termination of employment within
the 30 day period following 120 days after a change in control, each of the
other named executive officers would be entitled to receive a lump sum payment
equal to 2.99 times his/her base salary, subject to adjustment to avoid adverse
tax consequences resulting from characterization of such payment for tax
purposes as a parachute payment, and all unvested stock options, SARs and
restricted stock awards would immediately vest and become exercisable. The
amount of the cash payment which each of the other named executive officers
would be entitled to receive if the change in control termination benefits were
paid as of December 31, 2007 is set forth in column 6 of the table below,
the value of the accelerated equity awards is set forth in column 7 of the
table below, and the sum of these two amounts is set forth in column 8.
8
Column Number 1
|
|
2
|
|
3
|
|
4
|
|
5
|
|
6
|
|
7
|
|
8
|
|
Name and Title
|
|
Base
Salary
|
|
Car
Allowance
|
|
Bank Paid Life
Insurance (at
standard rates)(1)
|
|
Payment
Following
Termination
Without Cause
|
|
Cash Payment
Upon
Termination in
Connection with a
Change in
Control
|
|
Value of Equity
Awards
Accelerated Upon
a Change in
Control(2)
|
|
Sum of Amounts
Payable Upon a
Change in
Control (Sum of
Columns 6 and 7)
|
|
Michael T.
Flynn, Executive Vice President, Chief Operating Officer of the Company;
President - District of Columbia Division of the Bank
|
|
$
|
243,101
|
|
$
|
9,000
|
|
$
|
750,000
|
|
$
|
243,101
|
|
$
|
705,879
|
|
$
|
15,888
|
|
$
|
721,767
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
James H.
Langmead, Senior Vice President, Chief Financial Officer of the Company;
Executive Vice President, Chief Financial Officer of the Bank
|
|
$
|
243,101
|
|
$
|
9,000
|
|
$
|
750,000
|
|
$
|
486,202
|
|
$
|
651,972
|
|
$
|
14,290
|
|
$
|
666,262
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Thomas D.
Murphy, Executive Vice President of the Company; President - Montgomery
County Division of the Bank
|
|
$
|
243,101
|
|
$
|
9,000
|
|
$
|
750,000
|
|
$
|
486,202
|
|
$
|
631,930
|
|
$
|
15,234
|
|
$
|
647,164
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Susan G.
Riel, Executive Vice President Chief Operating Officer of the Bank
|
|
$
|
243,101
|
|
$
|
9,000
|
|
$
|
750,000
|
|
$
|
486,202
|
|
$
|
543,784
|
|
$
|
15,234
|
|
$
|
559,018
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Martha Foulon-Tonat,
Executive Vice President Chief Lending Officer of the Bank
|
|
$
|
243,101
|
|
$
|
9,000
|
|
$
|
750,000
|
|
$
|
486,202
|
|
$
|
531,880
|
|
$
|
15,234
|
|
$
|
547,113
|
|
(1)
|
|
The
cost of this benefit is reflected under All Other Compensation in the
Summary Compensation Table, and the amount paid in respect of each officer is
reflected in the footnotes to that table.
|
(2)
|
|
Reflects
the excess of the last trade price for the Companys common stock on
December 31, 2007 over the exercise or strike price of unvested options
and SARs, plus the last trade price of unvested shares of restricted stock.
Out of the money options and SARs have been excluded from the calculation.
|
The Company
has included post termination payments and change in control payments in the
employment contracts of all of its executive officers since the organization of
the Company. The Board of Directors of the Company has always considered that
such provisions provide continuity of executive management, employment security
which is conducive to maximum employee effort and valuable protections for the
Company and its executive officers. The
rate of the payments relating to termination by the Company without cause
reflects the base salary for the remainder of each officers contractual
term. With respect to the change in
control payments, the Company initially determined to provide payouts of 2.99
times base salary, subject to the cap imposed under Section 280G of the
Internal Revenue Code, in order to provide senior executive employees with a
sense of security in case of a potential sale of the Company, where it is
likely that some or all of such employees may be terminated or have their
positions diminished, and to provide as strong a compensation package as
possible. The Company had determined, based on review of general compilations
of executive compensation materials, that 2.99 times was a common change in
control payment in the banking and other industries. As the Company grew and reviewed its
employment contracts, the Company determined that such a level of change in
control compensation remained a common level, and determined not to revise the
level included in its compensation contracts.
Grants of Plan-Based Awards
The following
table presents information regarding awards made during 2007 to named executive
officers under the Companys 2006 Stock Plan and Senior Executive Incentive
Bonus Plan.
|
|
|
|
Estimated Future
Payouts Under
Non-Equity
Incentive Plan
Awards
|
|
Estimated Future Payouts Under
Equity Incentive Plan Awards(1)
|
|
All Other
Stock
Awards:
Number of
Shares of
Stock or
|
|
All Other
Option
Awards:
Number of
Securities
Underlying
|
|
Exercise or
Base Price
of Option
|
|
Grant Date
Fair Value
of Stock
and Option
|
|
Name
|
|
Grant Date
|
|
Target
|
|
Threshold
|
|
Target
|
|
Maximum
|
|
Units
|
|
Options
|
|
Awards
|
|
Awards
|
|
Ronald D. Paul
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
|
|
$
|
|
|
James H. Langmead
|
|
2/1/2007
|
|
$
|
53,250
|
|
692
|
|
1,384
|
|
2,769
|
|
|
|
4,062
|
(2)
|
$
|
16.73
|
|
$
|
57,881
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
9
|
|
|
|
Estimated Future
Payouts Under
Non-Equity
Incentive Plan
Awards
|
|
Estimated Future Payouts Under
Equity Incentive Plan Awards(1)
|
|
All Other
Stock
Awards:
Number of
Shares of
Stock or
|
|
All Other
Option
Awards:
Number of
Securities
Underlying
|
|
Exercise or
Base Price
of Option
|
|
Grant Date
Fair Value
of Stock
and Option
|
|
Name
|
|
Grant Date
|
|
Target
|
|
Threshold
|
|
Target
|
|
Maximum
|
|
Units
|
|
Options
|
|
Awards
|
|
Awards
|
|
Michael T. Flynn
|
|
2/1/2007
|
|
$
|
54,298
|
|
706
|
|
1,412
|
|
2,823
|
|
|
|
4,142
|
(2)
|
$
|
16.73
|
|
$
|
59,020
|
|
Thomas D. Murphy
|
|
2/1/2007
|
|
$
|
53,250
|
|
692
|
|
1,384
|
|
2,769
|
|
|
|
4,062
|
(2)
|
$
|
16.73
|
|
$
|
57,881
|
|
Susan G. Riel
|
|
2/1/2007
|
|
$
|
53,250
|
|
692
|
|
1,384
|
|
2,769
|
|
|
|
4,062
|
(2)
|
$
|
16.73
|
|
$
|
57,881
|
|
Martha
Foulon-Tonat
|
|
2/1/2007
|
|
$
|
53,250
|
|
692
|
|
1,384
|
|
2,769
|
|
|
|
4,062
|
(2)
|
$
|
16.73
|
|
$
|
57,881
|
|
(1)
|
|
Represents
the number of shares subject to performance based awards of restricted stock
under the Companys 2006 Stock Plan.
|
(2)
|
|
Represents
the number of shares subject to awards, not performance based, of SARs under
the Companys 2006 Stock Plan.
|
Under the 2006
Stock Plan, implemented in 2006 the Company can make awards of stock options,
stock appreciation rights (SARs) and restricted stock to employees of the
Company and Bank, including all of the named executive officers. While Mr. Paul is eligible for grants of
SARs and restricted stock under the 2006 Stock Plan, to date he has received
awards of stock options only, as a result of negotiations between Mr. Paul
and the Executive Compensation Committee, and the determination by the
Executive Compensation Committee that the equity portion of his compensation
should be linked to the increase in the market price of the Companys common
stock, which best reflects the creation of shareholder value, and not narrower
performance goals which while essential to long term shareholder value, may not
be rewarded in the market price of the common stock. Mr. Paul did not receive any equity
compensation awards in 2007.
A SAR is a
right that entitles the holder to receive, all or a percentage of the
difference between (i) the fair market value of the shares of common stock
subject to the SAR at the time of its exercise, and (ii) the fair market
value of such shares at the time the SAR was granted. The SAR awards made to
named executive officers in 2007 vest on February 1, 2010, will be
exercisable until February 28, 2010, and entitle the holders to receive
the difference between the grant date and exercise date fair market value of
the indicated number of shares of common stock, payable in shares of common
stock. The SAR awards are not subject to
any performance or other conditions, other than continued employment. The shares of restricted stock awarded in
2007 are performance based awards within the meaning of the 2006 Stock Plan,
and vest in whole or in part on February 1, 2010, subject to the
satisfaction of the threshold, target, or maximum award performance conditions
established by the Board of Directors.
The base price
of SARs and the exercise price of stock options may not be less than 100% of
the market value of the common stock on the date of grant. Under the 2006 Plan, the market value is the
average of the high and low selling price on the NASDAQ on date in
question. The equity award process is
independent of any consideration of the timing of the release of material
nonpublic information, including with respect to the determination of grant
dates or stock option exercise prices.
Similarly, we expect that the release of material nonpublic information
will not be timed with the purpose or intent to affect the value of executive
compensation. In general, equity awards
other than those to new hires are made in January or February of each
year, or in connection with the adjustment of salary levels.
The payouts
under non-equity incentive plan awards reflected in the table represent the
maximum amount of formula payment which the named executive officer could have
earned with respect to 2007 performance under the Senior Executive Incentive
Bonus Plan if each of the performance targets established by the Board of Directors
in its capacity as compensation committee were achieved. The aggregate amount which could be earned
represented, in 2007, 23% of salary. Seventy percent of the aggregate amount is
subject to the achievement of designated Company or divisional performance
targets, as set forth in the following table, and thirty percent is subject to
individual nonquantitative performance evaluations. No amounts are payable if
the Company does not first achieve at least 80% of the Companys consolidated
net income goal.
10
Performance Factors
|
|
Chief
Operating
Officer
|
|
President
DC
|
|
President
Mont. Co.
|
|
Chief
Lending
Officer
|
|
Chief
Financial
Officer
|
|
Chief
Credit
Officer
|
|
Non Interest Income to Total Income
|
|
10
|
%
|
15
|
%
|
15
|
%
|
15
|
%
|
10
|
%
|
15
|
%
|
Net Interest Margin
|
|
10
|
%
|
10
|
%
|
10
|
%
|
15
|
%
|
20
|
%
|
15
|
%
|
Efficiency Ratio
|
|
20
|
%
|
10
|
%
|
10
|
%
|
10
|
%
|
15
|
%
|
20
|
%
|
Total Deposit Growth
|
|
10
|
%
|
30
|
%
|
30
|
%
|
20
|
%
|
10
|
%
|
15
|
%
|
Total Loan Growth
|
|
10
|
%
|
20
|
%
|
20
|
%
|
30
|
%
|
10
|
%
|
15
|
%
|
Non Interest Expense
|
|
40
|
%
|
15
|
%
|
15
|
%
|
10
|
%
|
35
|
%
|
20
|
%
|
Total
|
|
100
|
%
|
100
|
%
|
100
|
%
|
100
|
%
|
100
|
%
|
100
|
%
|
Each portion is subject to payment only if the target is met or
exceeded in total, with no provision for partial or graduated payments. The target level for Non Interest Income to
Total Income for 2007 was 15%; for Efficiency Ratio was 57.25% and for Non
Interest Expense was $24.67 million. The target level for net income and target
levels for deposit growth, loan growth and net interest margin are not
disclosed in order to prevent competitive harm to the Company. Net income
targets and bonus target levels for all factors are based upon Eagles budget goals, which are established by determining
the expected financial position and results of operations of the Company at the
end of the budget year, in light of the available resources of the company,
market conditions, anticipated interest rates, competitive factors and other
anticipated economic and financial conditions, and adjusting the budgeted
results of operation, deposit and loan totals and performance ratios to reflect
improvement. The compensation committee
and Board of Directors considers these goals aggressive in regards to expected
performance and industry standards, and they are generally in line with the
Companys five year historical growth rates.
Mr. Paul does not participate in the Senior Executive Incentive
Bonus Plan. No amounts were paid in 2008
in respect of the 2007 awards.
Outstanding Equity Awards at Fiscal Year-End
The following table sets forth, on an award by award basis, information
concerning all awards of stock options, SARs and restricted stock held by named
executive officers at December 31, 2007.
All options and SARs were granted with an exercise or base price of
100% of market value as determined in accordance with the applicable plan. The
number of shares subject to each award and the exercise or base price have been
adjusted to reflect all stock dividends, and stock splits effected after the
date of such award, but have not otherwise been modified.
|
|
Option Awards
|
|
Stock Awards
|
|
Name
|
|
Number of
Securities
Underlying
Unexercised
Options
Exercisable
|
|
Number of
Securities
Underlying
Unexercised
Options
Unexercisable
|
|
Option
Exercise
Price
|
|
Option
Expiration
Date
|
|
Equity Incentive
Plan Awards:
Number of
Unearned
Shares, Units or
Other Rights
That Have Not
Vested
|
|
Equity Incentive
Plan Awards:
Market or Payout
Value of
Unearned Shares,
Units or Other
Rights That Have
Not Vested(1)
|
|
Ronald D. Paul
|
|
1,847
|
(2)
|
|
|
$
|
3.3812
|
|
3/30/2010
|
|
|
|
|
|
|
|
1,847
|
(2)
|
|
|
$
|
3.3812
|
|
6/29/2010
|
|
|
|
|
|
|
|
1,847
|
(2)
|
|
|
$
|
3.2756
|
|
9/29/2010
|
|
|
|
|
|
|
|
1,847
|
(2)
|
|
|
$
|
3.5419
|
|
12/30/2010
|
|
|
|
|
|
|
|
1,738
|
(2)
|
|
|
$
|
3.5496
|
|
3/30/2011
|
|
|
|
|
|
|
|
959
|
(2)
|
|
|
$
|
6.5089
|
|
6/29/2011
|
|
|
|
|
|
|
|
916
|
(2)
|
|
|
$
|
6.8047
|
|
9/29/2011
|
|
|
|
|
|
|
|
1,040
|
(2)
|
|
|
$
|
6.0059
|
|
12/30/2011
|
|
|
|
|
|
|
|
561
|
(2)
|
|
|
$
|
7.1066
|
|
1/30/2012
|
|
|
|
|
|
|
|
561
|
(2)
|
|
|
$
|
7.7811
|
|
2/27/2012
|
|
|
|
|
|
|
|
564
|
(2)
|
|
|
$
|
9.3195
|
|
3/30/2012
|
|
|
|
|
|
11
|
|
Option Awards
|
|
Stock Awards
|
|
Name
|
|
Number of
Securities
Underlying
Unexercised
Options
Exercisable
|
|
Number of
Securities
Underlying
Unexercised
Options
Unexercisable
|
|
Option
Exercise
Price
|
|
Option
Expiration
Date
|
|
Equity Incentive
Plan Awards:
Number of
Unearned
Shares, Units or
Other Rights
That Have Not
Vested
|
|
Equity Incentive
Plan Awards:
Market or Payout
Value of
Unearned Shares,
Units or Other
Rights That Have
Not Vested(1)
|
|
Ronald D. Paul
|
|
561
|
(2)
|
|
|
$
|
9.0237
|
|
4/29/2012
|
|
|
|
|
|
|
|
561
|
(2)
|
|
|
$
|
9.1716
|
|
5/30/2012
|
|
|
|
|
|
|
|
564
|
(2)
|
|
|
$
|
8.6095
|
|
6/29/2012
|
|
|
|
|
|
|
|
561
|
(2)
|
|
|
$
|
6.6568
|
|
7/30/2012
|
|
|
|
|
|
|
|
561
|
(2)
|
|
|
$
|
7.4320
|
|
8/30/2012
|
|
|
|
|
|
|
|
564
|
(2)
|
|
|
$
|
7.1006
|
|
9/29/2012
|
|
|
|
|
|
|
|
561
|
(2)
|
|
|
$
|
7.3077
|
|
10/30/2012
|
|
|
|
|
|
|
|
561
|
(2)
|
|
|
$
|
7.4320
|
|
11/29/2012
|
|
|
|
|
|
|
|
564
|
(2)
|
|
|
$
|
8.0828
|
|
12/30/2012
|
|
|
|
|
|
|
|
561
|
(2)
|
|
|
$
|
8.2840
|
|
1/30/2013
|
|
|
|
|
|
|
|
561
|
(2)
|
|
|
$
|
8.7692
|
|
2/27/2013
|
|
|
|
|
|
|
|
564
|
(2)
|
|
|
$
|
8.1361
|
|
3/31/2013
|
|
|
|
|
|
|
|
561
|
(2)
|
|
|
$
|
8.1184
|
|
4/29/2013
|
|
|
|
|
|
|
|
561
|
(2)
|
|
|
$
|
8.1365
|
|
5/31/2013
|
|
|
|
|
|
|
|
564
|
(2)
|
|
|
$
|
8.8757
|
|
6/29/2013
|
|
|
|
|
|
|
|
561
|
(2)
|
|
|
$
|
8.0947
|
|
7/30/2013
|
|
|
|
|
|
|
|
561
|
(2)
|
|
|
$
|
8.5207
|
|
8/30/2013
|
|
|
|
|
|
|
|
564
|
(2)
|
|
|
$
|
8.9941
|
|
9/29/2013
|
|
|
|
|
|
|
|
561
|
(2)
|
|
|
$
|
10.2722
|
|
10/30/2013
|
|
|
|
|
|
|
|
561
|
(2)
|
|
|
$
|
10.1775
|
|
11/29/2013
|
|
|
|
|
|
|
|
44,944
|
(3)
|
|
|
$
|
10.4556
|
|
12/30/2013
|
|
|
|
|
|
|
|
849
|
(4)
|
29,151
|
(4)
|
$
|
18.7150
|
|
10/17/2016
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Michael T. Flynn
|
|
|
|
2,226
|
(5)
|
$
|
19.4600
|
|
1/31/2009
|
|
|
|
|
|
|
|
|
|
4,142
|
(6)
|
$
|
16.725
|
|
2/28/2010
|
|
|
|
|
|
|
|
18,350
|
(7)
|
|
|
$
|
11.3846
|
|
1/23/2014
|
|
|
|
|
|
|
|
8,450
|
(7)
|
|
|
$
|
11.9882
|
|
1/13/2015
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
607
|
(8)
|
$
|
7,345
|
|
|
|
|
|
|
|
|
|
|
|
706
|
(9)
|
$
|
8,543
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
James H. Langmead
|
|
8,450
|
(7)
|
|
|
$
|
12.1716
|
|
1/03/2015
|
|
|
|
|
|
|
|
|
|
1,793
|
(5)
|
$
|
19.4600
|
|
1/31/2009
|
|
|
|
|
|
|
|
|
|
4,062
|
(6)
|
$
|
16.725
|
|
2/28/2010
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
489
|
(8)
|
$
|
5,917
|
|
|
|
|
|
|
|
|
|
|
|
692
|
(9)
|
$
|
8,373
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Thomas D. Murphy
|
|
8,872
|
(7)
|
|
|
$
|
3.3812
|
|
12/11/2009
|
|
|
|
|
|
|
|
|
|
2,079
|
(5)
|
$
|
19.4600
|
|
1/31/2009
|
|
|
|
|
|
|
|
|
|
4,062
|
(6)
|
$
|
16.725
|
|
2/28/2010
|
|
|
|
|
|
|
|
14,196
|
(7)
|
|
|
$
|
6.1285
|
|
5/15/2011
|
|
|
|
|
|
|
|
5,915
|
(7)
|
|
|
$
|
5.9468
|
|
12/1/2011
|
|
|
|
|
|
|
|
8,450
|
(7)
|
|
|
$
|
11.0882
|
|
1/10/2013
|
|
|
|
|
|
|
|
4,647
|
(7)
|
|
|
$
|
8.4894
|
|
5/18/2013
|
|
|
|
|
|
|
|
8,450
|
(7)
|
|
|
$
|
10.3550
|
|
1/3/2014
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
567
|
(8)
|
$
|
6,861
|
|
|
|
|
|
|
|
|
|
|
|
692
|
(9)
|
$
|
8,373
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
12
|
|
Option Awards
|
|
Stock Awards
|
|
Name
|
|
Number of
Securities
Underlying
Unexercised
Options
Exercisable
|
|
Number of
Securities
Underlying
Unexercised
Options
Unexercisable
|
|
Option
Exercise
Price
|
|
Option
Expiration
Date
|
|
Equity Incentive
Plan Awards:
Number of
Unearned
Shares, Units or
Other Rights
That Have Not
Vested
|
|
Equity Incentive
Plan Awards:
Market or Payout
Value of
Unearned Shares,
Units or Other
Rights That Have
Not Vested(1)
|
|
Susan G. Riel
|
|
8,872
|
(7)
|
|
|
$
|
3.3812
|
|
12/2/2008
|
|
|
|
|
|
|
|
|
|
2,079
|
(5)
|
$
|
19.4600
|
|
1/31/2009
|
|
|
|
|
|
|
|
|
|
4,062
|
(6)
|
$
|
16.725
|
|
2/28/2010
|
|
|
|
|
|
|
|
5,915
|
(7)
|
|
|
$
|
3.4869
|
|
7/6/2010
|
|
|
|
|
|
|
|
8,281
|
(7)
|
|
|
$
|
6.1285
|
|
5/15/2011
|
|
|
|
|
|
|
|
4,225
|
(7)
|
|
|
$
|
5.9468
|
|
12/4/2011
|
|
|
|
|
|
|
|
4,647
|
(7)
|
|
|
$
|
8.1894
|
|
5/18/2013
|
|
|
|
|
|
|
|
8,450
|
(7)
|
|
|
$
|
10.9290
|
|
1/11/2014
|
|
|
|
|
|
|
|
8,450
|
(7)
|
|
|
$
|
11.9882
|
|
1/13/2015
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
567
|
(8)
|
$
|
6,861
|
|
|
|
|
|
|
|
|
|
|
|
692
|
(9)
|
$
|
8,373
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Martha Foulon-Tonat
|
|
8,872
|
(2)
|
|
|
$
|
3.3812
|
|
12/2/2008
|
|
|
|
|
|
|
|
|
|
2,079
|
(5)
|
$
|
19.4600
|
|
1/31/2009
|
|
|
|
|
|
|
|
|
|
4,062
|
(6)
|
$
|
16.725
|
|
2/28/2010
|
|
|
|
|
|
|
|
5,915
|
(7)
|
|
|
$
|
3.4869
|
|
7/6/2010
|
|
|
|
|
|
|
|
8,281
|
(7)
|
|
|
$
|
6.1285
|
|
5/15/2011
|
|
|
|
|
|
|
|
4,225
|
(7)
|
|
|
$
|
5.9468
|
|
12/4/2011
|
|
|
|
|
|
|
|
4,647
|
(7)
|
|
|
$
|
8.1894
|
|
5/18/2013
|
|
|
|
|
|
|
|
8,450
|
(7)
|
|
|
$
|
10.9290
|
|
1/11/2014
|
|
|
|
|
|
|
|
8,450
|
(7)
|
|
|
$
|
11.9882
|
|
1/13/2015
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
567
|
(8)
|
$
|
6,861
|
|
|
|
|
|
|
|
|
|
|
|
692
|
(9)
|
$
|
8,373
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1)
|
|
Based
on the $12.10 closing price of the common stock on December 31, 2007.
|
(2)
|
|
Vested
immediately upon grant.
|
(3)
|
|
Represents
grant of stock options pursuant to Companys 1998 Stock Option Plan. Vest in installments, commencing with an
installment of 4,391 shares immediately upon grant,
three annual installments of 9,562 shares on
January 15, 2004 through 2006 and a final installment of 8,044 shares on
January 15, 2007.
|
(4)
|
|
Represents
grant of stock options pursuant to Companys 2006 Stock Plan. Vests in installments, commencing with an
installment of 849 shares on January 1, 2007, five annual installments
of 5,343 shares on January 1, 2008 through 2012 and a final installment
of 2,436 shares on January 1, 2013.
|
(5)
|
|
Represents
grant of SARs pursuant to the Companys 2006 Stock Plan. Such grant vests in its entirety on
January 1, 2009 if the grantee is continuously employed by the Company
through such date.
|
(6)
|
|
Represents
grant of SARs pursuant to the Companys 2006 Stock Plan. Such grant vests in its entirety on
February 1, 2010 if the grantee is continuously employed by the Company
through such date.
|
(7)
|
|
Represents
grant of stock options pursuant to the Companys 1998 Stock Option Plan. All options have a term of 10 years from
the date of grant. Except as otherwise
indicated, such awards vested in two equal installments, the first on the
date of grant and the second on the first anniversary thereof.
|
(8)
|
|
Represents
threshold level grant of performance based restricted stock pursuant to the
Companys 2006 Stock Plan. Vests,
subject to satisfaction of designated performance conditions, on
January 31, 2009.
|
(9)
|
|
Represents
threshold level grant of performance based restricted stock pursuant to the
Companys 2006 Stock Plan. Vests,
subject to satisfaction of designated performance conditions, on
February 28, 2010.
|
Options
Exercised and Stock Vested
The following
table sets forth information regarding options exercised by the named executive
officers during 2007, and the aggregate amount realized upon such exercises,
based on the difference between the closing market value on the exercise date
and the exercise or base price.
13
|
|
Option Awards
|
|
Stock Awards
|
|
Name
|
|
Number of Shares
Acquired on
Exercise
|
|
Value Realized on
Exercise
|
|
Number of Shares
Acquired on
Vesting
|
|
Value Realized on
Vesting
|
|
Ronald D. Paul
|
|
118,300
|
|
$
|
1,105,403
|
|
|
|
|
|
James H. Langmead
|
|
|
|
|
|
|
|
|
|
Michael T. Flynn
|
|
1,500
|
|
$
|
6,623
|
|
|
|
|
|
Thomas D. Murphy
|
|
|
|
|
|
|
|
|
|
Susan G. Riel
|
|
|
|
|
|
|
|
|
|
Martha Foulon-Tonat
|
|
|
|
|
|
|
|
|
|
Employee Benefit Plans.
The
Bank provides a benefit program which includes health and dental insurance,
life and long term and short term disability insurance and a 401(k) plan
under which the Company makes matching contributions up to 3% of an employees
salary, for all officers and employees working 1,000 hours or more in a
calendar year.
Equity Compensation Plans.
The Company maintains two equity compensation plans, the 1998 Stock Option Plan
(the 1998 Plan), adopted by shareholders at the 1999 annual meeting, and the
2006 Stock Plan (the 2006 Stock Plan), adopted by the shareholders at the
2006 annual meeting. The purpose of each
plan is to attract, retain, and motivate key officers, employee and directors
of the Company and the Bank by providing them with a stake in the success of
the Company as measured by the value of its shares.
Under the 1998
Plan, 1,485,551 shares of common stock (as adjusted for the 25% stock split in
the form of a dividend paid on March 31, 2000, the 40% stock split in the
form of a dividend paid on June 15, 2001 and the 30% stock splits in the
form of stock dividends paid on February 28, 2005 and July 5, 2006),
were available for issuance upon the exercise of incentive stock options (ISOs)
or non-incentive stock options (Non-ISOs) granted to key employees, and
warrants (Warrants) and other Non-ISOs granted to directors. At March 20,
2008, an aggregate of 568,473 options to purchase common stock were outstanding
under the 1998 Plan. No further options may be granted under the 1998 Plan,
which was terminated upon approval by shareholders of the 2006 Stock Plan.
Under the 2006 Stock Plan, an aggregate of 650,000 shares of common
stock (as adjusted) are available for issuance upon the exercise of incentive
stock options, nonincentive stock options and SARs, and the award of shares of
restricted stock to such employees as the Committee may designate, and may grant
Non-ISOs to directors and advisory board members of the Company, the Bank, and
their affiliates. In the event of any merger, consolidation, recapitalization,
reorganization, reclassification, stock dividend, split-up, combination of
shares or similar event in which the number or kind of shares is changed
without receipt or payment of consideration by the Company, the number and kind
of shares of stock as to which options, SARs and restricted stock may be
awarded under the 2006 Stock Plan, the affected terms of all outstanding
options, SARs and shares of restricted stock, and the aggregate number of
shares of common stock remaining available for grant under the 2006 Stock Plan
will be adjusted.
The 2006 Stock Plan is administered by a committee (the Committee),
appointed by the Board of Directors of the Company, consisting of not less than
three (3) members of the Board. Members of the Committee must be
independent within the meaning of the listing requirements of NASDAQ, may not
be employees, and serve at the pleasure of the Board of Directors. The members of the Executive Compensation
Committee are also designated as the Stock Option Committee, with Mr. Weinstein
serving as Chairman.
The 2006 Stock
Plan has a term of ten years from May 26, 2006, its effective date, after
which date no awards may be granted. The
maximum term for an option or SAR is ten years from its date of grant, except
that the maximum term of an ISO may not exceed five years if the optionee owns
more than 10% of the common stock on the date of grant. The expiration of the
2006 Stock Plan, or its termination by the Committee, will not affect any award
then outstanding.
The exercise
price of options under the 2006 Stock Plan may not be less than 100% of the
fair market value of the common stock on the date of grant. In the case of an optionee who owns more than
10% of the outstanding common stock on the date of grant, such option price may
not be less than 110% of fair market value of the shares. The
14
base price of SARs may not be
less than 100% of the fair market value of the common stock on the date of
grant. If the common stock is listed on
a national securities exchange (including the Nasdaq Stock Market) on the date
of grant, then the market value per share will be not less than the average of
the highest and lowest selling price. In the event that the fair market value
per share of the common stock falls below the exercise price of previously
granted options, the Committee will have the authority, with the consent of the
optionee, to cancel outstanding options and to issue new options with an
exercise price equal to the then current fair market price per share of the
common stock, provided that no such repricing will occur without ratification
or approval by the shareholders.
Restricted
stock is an award of shares of common stock that is subject to forfeiture,
restrictions against transfer, meeting specific corporate or individual
performance or achievement standards or goals, or other conditions or
restrictions set forth in an award agreement. The Committee has discretion at
the time of making a restricted stock grant to determine a period of up to five
years during which the shares granted will be subject to restrictions, and the
conditions that must be satisfied in order for the shares of restricted stock
to become unrestricted (i.e., vested and nonforfeitable). For example, the
Committee may condition vesting upon a recipients continued employment or upon
the recipients attainment of specific corporate, divisional, or individual
performance or achievement standards or goals. However, the minimum vesting
period for restricted stock is three years if the vesting is based solely on
the passage of time and continued employment, although vesting may occur
ratably over such period; and the minimum measurement date for vesting of
restricted stock based upon performance criteria is one year.
Until a
recipients interest vests, restricted stock is nontransferable and
forfeitable. Nevertheless, the recipient may be entitled to vote the restricted
stock and to receive dividends and other distributions made with respect to
restricted stock grants that are issued subject to forfeiture in the event that
the vesting conditions are not met, as opposed to shares that are issued only
upon satisfaction of the conditions. To the extent that a recipient becomes
vested in restricted stock and has satisfied applicable income tax withholding
obligations, the Company will deliver unrestricted shares of common stock to
the recipient. At the end of the restriction period, the recipient will forfeit
to the Company any issued shares of restricted stock as to which the recipient
did not earn a vested interest during the restriction period, i.e. where the performance
based conditions are not met.
Change in
Control.
Notwithstanding
the provisions of any option, SAR or restricted stock award which provide for
its exercise or vesting in installments or subject to conditions, all awards
will be immediately exercisable and fully vested upon the occurrence of a
change in control. At the time of a
change in control that does not constitute a transaction, the participant
shall, at the discretion of the Committee, be entitled to receive cash in an
amount equal to the excess of the fair market value of the common stock subject
to an option or SAR over the exercise price of such shares, in exchange for the
cancellation of such options and SARs by the optionee. Notwithstanding the previous sentence, in no
event may an option or SAR be cancelled in exchange for cash, within the
six-month period following the date of its grant.
In the event
of a change in control that is a transaction, all awards of options, SARs
and restricted stock must be surrendered, and with respect to each award
surrendered, the Board will in its sole and absolute discretion determine
whether the holder of the surrendered award will receive: (1) an award for
the number and kind of shares into which each outstanding share (other than
shares held by dissenting shareholders) is changed or exchanged, together with
an appropriate adjustment to the exercise price; (2) the number and kind
of shares into which each outstanding share (other than shares held by
dissenting shareholders) is changed or exchanged in the transaction that are
equal in market value to the excess of the market value on the date of the
transaction of the shares subject to the option or SAR, over the exercise
price; or (3) a cash payment (from the Company or the successor corporation)
in an amount equal to the excess of the market value on the date of the
transaction of the shares subject to the option or SAR over the exercise price.
For purposes
of the 2006 Plan, change in control means any one of the following events: (1) the
acquisition of ownership, holding or power to vote more than 50% of the Banks
or Companys voting stock, (2) the acquisition of the power to control the
election of a majority of the Banks or Companys directors, (3) the
exercise of a controlling influence over the management or policies of the Bank
or the Company by any person or by persons acting as a group (within the
meaning of Section 13(d) of the Securities Exchange Act of 1934), or (4) the
failure of Continuing Directors to constitute at least two-thirds of the
Board of Directors of the Company or the Bank (the Company Board) during any
period of two consecutive years. For purposes of this Plan, Continuing
Directors shall include only those individuals who were members of the Company
Board at the Effective Date and those other individuals
15
whose election or nomination
for election as a member of the Company Board was approved by a vote of at
least two-thirds of the Continuing Directors then in office. The decision of the Committee as to whether a
change in control has occurred shall be conclusive and binding. Transaction
means (i) the liquidation or dissolution of the Company, (ii) a
merger or consolidation in which the Company is not the surviving entity, or (iii) the
sale or disposition of all or substantially all of the Companys assets. No
adjustment upon a change in control, a transaction or otherwise may be made
in such a manner as to constitute a modification, within the meaning of Section 424(h) of
the Code, of outstanding ISOs. If, by
reason of any such adjustments, an optionee becomes entitled to new,
additional, or different shares of stock or securities, such new, additional,
or different shares of stock or securities shall thereupon be subject to all of
the conditions and restrictions which were applicable to the shares pursuant to
the option before the adjustment was made.
As of December 31, 2007, the Company had options for the purchase
of an aggregate of 716,297 shares of common stock issued and outstanding under
all equity compensation plans, SARs which may only be settled by the issuance
of stock outstanding with respect to 30,647 shares and restricted stock awards
with respect to 26,579 shares outstanding.
Subsequent to December 31, 2007, options to purchase an aggregate
of 79,300 shares of common stock were granted to non-executive officer
employees, an aggregate of 34,000 options were granted to directors of the
Company and Bank (including Mr. Paul), as disclosed under Election of
Directors Director Compensation above, and options were granted to the named
executive officers as set forth below:
Name
|
|
Options Granted
|
|
Ronald D. Paul
|
|
25,000
|
|
Michael T. Flynn
|
|
3,000
|
|
James H. Langmead
|
|
5,000
|
|
Thomas D. Murphy
|
|
4,000
|
|
Susan G. Riel
|
|
5,000
|
|
Martha Foulon-Tonat
|
|
4,500
|
|
All executive officers as group (6 persons)
|
|
46,500
|
|
All of the options granted to named executive officers subsequent to December 31,
2007 have an exercise price of $13.0543 per share and have a ten year term. All
of the options, other than those granted to Mr. Paul, vest in three
substantially equal annual installments, commencing on the date of grant. Mr. Pauls options vest as follows:
4,167 on January 16, 2013, 7,660 on January 16, 2014, 7,660 on January 16,
2015 and 5,513 on January 16, 2016.
At March 20, 2008, 335,675 shares of common stock remained
available for issuance pursuant to the 2006 Stock Plan.
Employee Stock Purchase Plan.
The Company also maintains the 2004 Employee
Stock Purchase Plan (the ESPP). Under the ESPP a total of 253,500 shares of
common stock, were reserved for issuance to eligible employees at a price equal
to at least 85% of the fair market value of the shares of common stock on the
date of grant, and subject to limitations contained in the Internal Revenue
Code. Grants each year expire no later than the last business day of January in
the calendar year following the year in which the grant is made. No grants were
made under the ESPP in 2007 or in 2008. The
ESPP expires in June 2008. As of March 20, 2008, 125,094 shares of
common stock remained available for issuance under this Plan.
Certain Relationships and Related
Transactions
The Bank has had, and expects to have in the future, banking
transactions in the ordinary course of business with some of its and the
Companys directors, officers, and employees and their associates. In the past, all of such transactions have
been on the same terms, including interest rates, maturities and collateral
requirements as those prevailing at the time for comparable transactions with
non-affiliated persons and did not involve more than the normal risk of
collectability or present other unfavorable features. Loans to insiders require approval by the
Board of Directors, with any interested director not participating. The Company also applies the same standards
to any other transaction with an insider. Additionally, loans and other related
party transactions involving Company directors must be reviewed and approved by
the Audit Committee.
16
The maximum aggregate amount of loans (including lines of credit) to
officers, directors and affiliates of the Company and Bank during the year
ended December 31, 2007 amounted to $18.2 million, representing
approximately 22.4% of the Companys total shareholders equity at December 31,
2007. In the opinion of the Board of
Directors, the terms of these loans are no less favorable to the Bank than
terms of the loans from the Bank to unaffiliated parties. On December 31, 2007, $18.2 million of
loans were outstanding to individuals who, during 2007, were officers,
directors or affiliates of the Company and Bank. At the time each loan was made, management
believed that the loan involved no more than the normal risk of collectability
and did not present other unfavorable features.
None of such loans were classified as Substandard, Doubtful or Loss.
The Bank leases certain office space, at a current monthly rental of
$41,936, excluding certain pass through expenses, from two limited liability
companies in which a trust for the benefit of Mr. Pauls children has an
85% interest in the first company and a 51% interest in the second company.
Mr. Rogers
is a partner in the law firm Shulman, Rogers, Gandal, Pordy & Ecker,
P.A. which has provided, and continues to provide, legal services to the
Company and its subsidiaries. During
2007, the Company and its subsidiaries paid aggregate fees of approximately
$21,372 to that firm.
The Bank has obtained certain deposits through title company clients in
which Mr. Soto, a director of the Bank has a direct interest, and for
which a broker fee of .50% of average deposits is paid to him monthly in
arrears. During 2007, approximately $28 thousand in broker fees was paid.
Mr. Goodman is President of The Goodman, Gable, Gould Company, a
public insurance adjusting firm, which represents the Bank, on a contingent fee
basis, in connection with insurance claims in respect of a charged off
loan. No amounts were paid to that firm
during 2007.
Ryan Riel, the adult son of Ms. Riel, is employed by the Bank as a
loan officer. During 2007, Mr. Riels
compensation was $120,000 plus incentive bonus payments and awards of stock
options. Mr. Riels compensation is
determined on the same basis as all other comparable employees, and is
determined by the Bank Compensation Committee, without any participation or
input by Ms. Riel.
Director Compensation
The following table sets forth information regarding compensation paid
to, or earned by, non-employee directors of the Company during the fiscal year
ended December 31, 2007 for service as members of the Company and Bank
Boards of Directors. Members of the
Board of Directors who are employees do not receive additional cash compensation
for service on the Board of Directors.
Name
|
|
Fees Earned or
Paid in Cash
|
|
All Other
Compensation
|
|
Total
|
|
Leonard L. Abel
|
|
$
|
75,000
|
|
$
|
|
|
$
|
75,000
|
|
Leslie M. Alperstein, Ph.D.
|
|
$
|
10,700
|
|
$
|
|
|
$
|
10,700
|
|
Dudley C. Dworken
|
|
$
|
27,600
|
|
$
|
|
|
$
|
27,600
|
|
Eugene F. Ford, Sr.(1)
|
|
$
|
4,600
|
|
$
|
|
|
$
|
4,600
|
|
Harvey M. Goodman
|
|
$
|
17,700
|
|
$
|
|
|
$
|
17,700
|
|
Philip N. Margolius
|
|
$
|
21,300
|
|
$
|
|
|
$
|
21,300
|
|
Donald R. Rogers
|
|
$
|
15,000
|
|
$
|
|
|
$
|
15,000
|
|
Leland M. Weinstein
|
|
$
|
21,800
|
|
$
|
|
|
$
|
21,800
|
|
(1)
Mr. Ford served as a director through the 2007 annual meeting of
shareholders, and did not stand for reelection at that meeting.
During 2007, each non-employee director of the Company and Bank, other
than Mr. Abel, received an annual retainer of $5,000 in cash ($7,500 if a
member of both the Bank and Company Board of Directors), plus a cash fee of
$300 for each meeting of the Board of Directors of the Company, the Board of
Directors of the Bank or a committee of the Board of the Company or the Bank
attended ($400 per meeting of a committee if serving as chair of the
17
committee).
Directors of both the Company and the Bank are eligible to receive grants of
options under the Companys stock option plans, however, no options were issued
to any non-employee directors in 2007, and no expense related to prior grants
to non-employee directors was recognized in 2007. In 2007, an aggregate of $193,700 in retainers
and meeting fees were paid to members of the Board of Directors of the Company
for service on the Board of Directors of the Company and Bank, and $118,675 was
paid to members of only the Board of Directors of the Bank for such service.
During 2008, non-employee directors, other than Mr. Abel, are
entitled to receive an annual cash retainer of $5,000 ($7,500 if serving on
both the Company and Bank Board of Directors) and a per meeting fee of $300
($400 if serving as chair of a committee). Fees paid to members of the Board of
Directors are determined by the Board in its discretion. However, the Board believes that Director
fees appear to be modest based on published reports and statistical
comparisons. The Bank Director Annual Compensation Review in cooperation with
Clark Consulting Group publishes an annual survey. That report shows that for Banks in the asset
size of $501 million - $1 billion the annual retainer for directors was $10,000
and the per meeting fee was $600, both of which were significantly higher than
the fees paid by the Company and Bank. Additionally, in January 2008, each
of Mr. Paul and the non-employee members of the Company Board of
Directors, other than Mr. Abel and Mr. Alperstein, was granted
options to purchase 3,250 shares of common stock for service on the Company and
Bank Boards. Mr. Alperstein, who
serves only on the Company Board of Directors, was granted options to purchase
2,000 shares of common stock, and Mr. Abel declined the grant. Each other
member of the Bank Board of Directors was granted options to purchase 1,250
shares of common stock. All of such
options have an exercise price of $13.0543 per share, a five year term, and
vest in three substantially equal installments, on the date of grant, and the
first and second anniversaries of the date of grant. The grant date fair value
of these grants were $7,755 for each recipient other than Mr. Alperstein
and $4,772 for Mr. Alperstein.
At December 31, 2007, the non-employee directors had outstanding
option awards, vested and unvested, to purchase shares of common stock as
follows: Mr. Abel 47,109 shares; Mr. Alperstein 676 shares; Mr. Dworken
0 shares; Mr. Goodman 16,062 shares; Mr. Margolius 2,654
shares; Mr. Rogers 8,227 shares and Mr. Weinstein 16,954 shares.
During 2007, Mr. Abel, the Chairman of the Board of Directors of
the Company received an annual payment of $75,000 in lieu of regular director
fees from the Company and the Bank, the same amount he received in 2006. Mr. Abel
and the Company are parties to an agreement governing his service and
compensation. The term of Mr. Abels
current agreement expires on December 31, 2010. On each December 31, the term of the
agreement automatically extends for one additional year, unless Mr. Abel
has given notice of his intention not to renew the term. Under his agreement, Mr. Abel
is entitled to receive an annual fee, currently $75,000, subject to periodic
increase, in lieu of all other fees for service on the Boards of Directors or
any committees of the Company and the Bank. In the event of termination of Mr. Abels
service on the Board of Directors for any reason other than for cause (as
defined), Mr. Abel (or his estate), is entitled to receive an amount equal
to 2.99 times his then current annual fee, subject to certain limitations in
the event that his termination occurs in connection with a change in control
(as defined) of the Company or the Bank.
If Mr. Abel were entitled to receive the termination benefits as of
December 31, 2007, he would receive approximately $224,250, unless the
termination were in connection with a change in control, in which case he would
receive approximately $143,968. Mr. Abels compensation is determined by
the Companys Board, exclusive of Mr. Abels participation, and is based
on the best judgment of the members of the Board, taking into consideration his
total value to the Company and the Bank and the various aspects of his
contribution.
The Company does not maintain any discretionary bonus or non-equity
incentive plans or compensation programs, deferred compensation, defined
contribution or defined benefit retirement plans, for non-employee directors,
or in which such directors may participate.
18
Exhibits and Financial Statement Schedules
Exhibit No.
|
|
Description
of Exhibit
|
|
|
|
23
|
|
Consent of Independent Registered Public Accounting Firm
|
31.1
|
|
Certification of Ronald D. Paul
|
31.2
|
|
Certification of Susan G. Riel
|
31.3
|
|
Certification of Michael T. Flynn
|
31.4
|
|
Certification of James H. Langmead
|
32.1
|
|
Certification of Ronald D. Paul
|
32.2
|
|
Certification of Susan G. Riel
|
32.3
|
|
Certification of Michael T. Flynn
|
32.4
|
|
Certification of James H. Langmead
|
19
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the
Securities Exchange Act of 1934, the registrant has duly caused this report to
be signed on its behalf by the undersigned, thereunto duly authorized.
|
EAGLE BANCORP, INC.
|
|
|
|
July 23, 2008
|
by:
|
/s/ Ronald D. Paul
|
|
|
Ronald D. Paul, President and CEO
|
20
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