Filed
by the Registrant [ ]
Filed
by a Party other than the
Registrant [ ]
|
|
Check
the appropriate box:
[ ] Preliminary
Proxy Statement
|
|
[ ] Confidential,
for Use of the Commission Only (as
permitted by Rule 14a-6(e)(2))
|
|
[X] Definitive
Proxy Statement
[ ] Definitive
Additional Materials
[ ] Soliciting
Material under 240.14a-12
|
|
SEVERN
BANCORP, INC.
|
|
(Name
of Registrant as Specified in Its Charter)
|
|
N/A
|
|
(Name
of Person(s) Filing Proxy Statement, if other than the
Registrant)
|
|
Payment
of Filing Fee (Check the appropriate box):
[X] No
fee required
[ ] Fee
computed on table below per Exchange Act Rules 14a-6(i)(4) and
0-11
(1) Title
of each class of securities to which transaction
applies:
|
|
(2) Aggregate
number of securities to which transaction applies:
|
|
(3) 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):
|
|
(4) Proposed
maximum aggregate value of transaction:
|
|
(5) Total
fee paid:
|
|
[ ] Fee
paid previously with preliminary materials.
|
|
[ ] 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.
(1) Amount
Previously Paid:
|
|
(2) Form,
Schedule or Registration Statement No.:
|
|
(3) Filing
Party:
|
|
(4) Date
Filed:
|
|
1.
|
To
elect Alan J. Hyatt, Melvin E. Meekins, Jr., and Keith Stock to serve as
directors for a three-year term, and John A. Lamon III and Konrad M.
Wayson to serve as directors for a two-year
term;
|
|
2.
|
To
ratify the appointment of Beard Miller Company LLP as independent auditor
for Severn Bancorp, Inc. for the year ending December 31,
2009;
|
|
3.
|
To
provide a non-binding advisory vote on Severn Bancorp Inc.’s executive
compensation; and
|
|
4.
|
To
transact such other business as may properly come before the Annual
Meeting and any postponements or adjournments of the
meeting.
|
PROXY
STATEMENT
FOR
SEVERN
BANCORP, INC.
200
WESTGATE CIRCLE, SUITE 200
ANNAPOLIS,
MARYLAND 21401
(410)
260-2000
|
|
•
|
“FOR”
ratification of the appointment of Beard Miller Company LLP as independent
auditor for the year ending December 31, 2009,
and
|
|
•
|
“FOR”
approval of a non-binding advisory vote on Severn Bancorp Inc.’s executive
compensation.
|
|
1.
|
The
election of any person as a director should the nominee be unable to serve
or, for good cause, will not serve;
|
Name
of Individual
|
Amount
and
Nature
of
Beneficial
Ownership
|
Percent
of
Class
|
||||||
Nominees for
Director:
|
||||||||
Alan
J.
Hyatt*
|
1,654,481 | (1) | 16.4 | % | ||||
John
A. Lamon,
III
|
37,500 | (2) | 0.4 | % | ||||
Melvin
E. Meekins,
Jr.
|
614,624 | (3) | 6.1 | % | ||||
Keith
Stock
|
160,726 | (4) | 1.6 | % | ||||
Konrad
M.
Wayson
|
11,150 | (5) | 0.1 | % | ||||
Directors Continuing in
Office:
|
||||||||
Melvin
Hyatt
|
200,625 | (6) | 2.0 | % | ||||
S.
Scott
Kirkley*
|
440,550 | (7) | 4.4 | % | ||||
Ronald
P.
Pennington
|
144,122 | (8) | 1.4 | % | ||||
T.
Theodore
Schultz
|
65,115 | (9) | 0.7 | % | ||||
Albert
W.
Shields
|
97,396 | (10) | 1.0 | % | ||||
Retired Director:
|
||||||||
Louis
DiPasquale,
Jr.
|
234,816 | (11) | 2.3 | % | ||||
Other Named Executive
Officer:
|
||||||||
Thomas
G.
Bevivino
|
15,292 | (12) | 0.2 | % | ||||
All
directors and executive officers as a group
(12
persons)
|
3,634,297 | (13) | 35.5 | % |
|
*
|
Also
a named executive officer for 2008.
|
|
(1)
|
Includes
90,337 shares owned by Mr. Alan Hyatt, 1,347,564 shares owned by Mr. Alan
Hyatt and his wife, 23,232 shares Mr. Alan Hyatt controls as custodian for
his children, 120,120 shares allocated to Mr. Alan Hyatt as a participant
in the Company’s Employee Stock Ownership Plan (“ESOP”), 10,890 shares
issuable upon exercise of options exercisable within 60 days of the Record
Date, 7,738 shares owned by Mrs. Hyatt, 42,100 shares held by the ESOP,
for which Mr. Alan Hyatt is a co-trustee, which were not allocated to the
accounts of participants as of the Record Date, 6,250 shares of common
stock issuable upon the conversion of Series A Non-Cumulative Convertible
Preferred Stock held by Mr. Alan Hyatt, and 6,250 shares of common stock
issuable upon the conversion of Series A Non-Cumulative Convertible
Preferred Stock held by a company in which Mr. Alan Hyatt is general
partner. Mr. Alan Hyatt is the nephew of Mr. Melvin
Hyatt.
|
|
(2)
|
Includes
31,250 shares owned by Mr. Lamon and his wife, and 6,250 shares of common
stock issuable upon the conversion of Series A Non-Cumulative Convertible
Preferred Stock held by Mr. Lamon and his
wife.
|
|
(3)
|
Includes
234,269 shares owned by Mr. Meekins, 317,990 shares owned by Mr. Meekins
and his wife, 10,890 shares issuable upon exercise of options exercisable
within 60 days of the Record Date, 42,100 shares held by the ESOP, for
which Mr. Meekins is a co-trustee, which were not allocated to the
accounts of participants as of the Record Date, and 9,375 shares of common
stock issuable upon the conversion of Series A Non-Cumulative Convertible
Preferred Stock held by Mr.
Meekins.
|
|
(4)
|
Includes
55,061 shares owned by Mr. Stock, 72,600 shares held by First Financial
Partners, Inc., a private investment firm of which Mr. Stock serves as
Chairman, 1,815 shares issuable upon exercise of options exercisable
within 60 days of the Record Date and 31,250 shares of common stock
issuable upon the conversion of Series A Non-Cumulative Convertible
Preferred Stock held by two family-related investment partnerships of
which Mr. Stock serves as Managing
Partner.
|
|
(5)
|
Includes
4,900 shares owned by Mr. Wayson, and 6,250 shares of common stock
issuable upon the conversion of Series A Non-Cumulative Convertible
Preferred Stock held by Mr. Wayson.
|
|
(6)
|
Includes
155,755 shares owned by Mr. Melvin Hyatt, 39,930 shares owned by Mr.
Melvin Hyatt and his wife, 1,815 shares issuable upon exercise of options
exercisable within 60 days of the Record Date, and 3,125 shares of common
stock issuable upon the conversion of Series A Non-Cumulative Convertible
Preferred Stock held by Mr. Melvin Hyatt and his wife. Mr.
Melvin Hyatt is the uncle of Mr. Alan
Hyatt.
|
|
(7)
|
Includes
22,347 shares owned by Mr. Kirkley, 317,443 shares owned by Mr. Kirkley
and his wife, 83,620 shares allocated to Mr. Kirkley as a participant in
the ESOP, 10,890 shares issuable upon exercise of options exercisable
within 60 days of the Record Date, and 6,250 shares of common stock
issuable upon the conversion of Series A Non-Cumulative Convertible
Preferred Stock held by Mr. Kirkley and his
wife.
|
|
(8)
|
Includes
139,182 shares owned by Mr. Pennington and his wife, 1,815 shares issuable
upon exercise of options exercisable within 60 days of the Record Date,
and 3,125 shares of common stock issuable upon the conversion of Series A
Non-Cumulative Convertible Preferred Stock held by Mr. Pennington and his
wife.
|
|
(9)
|
Includes
42,025 shares owned by Mr. Schultz, 18,150 shares owned by Mr. Schultz and
his wife, 1,815 shares issuable upon exercise of options exercisable
within 60 days of the Record Date, and 3,125 shares of common stock
issuable upon the conversion of Series A Non-Cumulative Convertible
Preferred Stock held by Mr.
Schultz.
|
(10)
|
Includes
1,815 shares issuable upon exercise of options exercisable within 60 days
of the Record Date, and 18,750 shares of common stock issuable upon the
conversion of Series A Non-Cumulative Convertible Preferred Stock held by
Mr. Shields.
|
(11)
|
Includes
80,027 shares owned by Mr. DiPasquale, 148,539 shares owned by Mr.
DiPasquale for the benefit of his children, and 6,250 shares of common
stock issuable upon the conversion of Series A Non-Cumulative Convertible
Preferred Stock held by Mr.
DiPasquale.
|
(12)
|
Includes
293 shares held by Mr. Bevivino and his wife, 984 shares allocated to Mr.
Bevivino as a participant in the ESOP, 10,890 shares issuable upon
exercise of options exercisable within 60 days of the Record Date, and
3,125 shares of common stock issuable upon the conversion of Series A
Non-Cumulative Convertible Preferred Stock held by Mr. Bevivino and his
wife.
|
(13)
|
Includes,
among the other shares described above, a total of 333,532 shares
allocated to the executive officers as participants in the ESOP, 42,100
shares held by the ESOP, for which two directors act as co-trustees, which
shares were not allocated as of the Record Date, a total of 52,635 shares
issuable upon exercise of options exercisable within 60 days of the Record
Date, and a total of 109,375 shares issuable upon the conversion of Series
A Non-Cumulative Convertible Preferred
Stock.
|
Name
and Address of Beneficial Owner
|
Amount
and Nature of Beneficial Ownership
|
Percent
of
Class
|
||||||
Alan
J. Hyatt(1)
Sharon
G. Hyatt
200
Westgate Circle, Suite 200
Annapolis,
Maryland 21401
|
1,654,481 | 16.4 | % | |||||
Louis
Hyatt(2)
200
Westgate Circle, Suite 200
Annapolis,
Maryland 21401
|
1,064,702 | 10.6 | % | |||||
Melvin
E. Meekins,
Jr.(3)
200
Westgate Circle, Suite 200
Annapolis,
Maryland 21401
|
614,624 | 6.1 | % | |||||
United
States Department of the
Treasury(4)
1500
Pennsylvania Avenue, N.W.
Washington,
D.C. 20220
|
556,976 | 5.2 | % |
|
|
(1)
|
Includes
90,337 shares owned by Mr. Alan Hyatt, 1,347,564 shares owned by Mr. Alan
Hyatt and his wife, 23,232 shares Mr. Alan Hyatt controls as custodian for
his children, 121,120 shares allocated to Mr. Alan Hyatt as a participant
in the ESOP, 10,890 shares issuable upon exercise of options exercisable
within 60 days of the Record Date, 7,738 shares owned by Mrs. Hyatt,
42,100 shares held by the ESOP, for which Mr. Alan Hyatt is a co-trustee,
which were not allocated to the accounts of participants as of the record
date, 6,250 shares of common stock issuable upon the conversion of Series
A Non-Cumulative Convertible Preferred Stock held by Mr. Alan Hyatt, and
6,250 shares of common stock issuable upon the conversion of Series A
Non-Cumulative Convertible Preferred Stock held by a company in which Mr.
Alan Hyatt is general partner.
|
|
(2)
|
Includes
991,498 shares owned by Mr. Louis Hyatt, 52,489 shares owned by Mr. Louis
Hyatt and his wife, 1,965 shares allocated to Mr. Louis Hyatt as a
participant in the ESOP, and 18,750 shares of common stock issuable upon
the conversion of Series A Non-Cumulative Convertible Preferred Stock held
by Mr. Louis Hyatt and his wife. Mr. Louis Hyatt is the father
of Mr. Alan Hyatt and the brother of Mr. Melvin
Hyatt.
|
|
(3)
|
Includes
234,269 shares owned by Mr. Meekins, 317,990 shares owned by Mr. Meekins
and his wife, 10,890 shares issuable upon exercise of options
exercisable within 60 days of the Record Date, and 9,375 shares of common
stock issuable upon the conversion of Series A Non-Cumulative Convertible
Preferred Stock held by Mr.
Meekins.
|
|
(4)
|
Consists
of a warrant to purchase common stock issued by the Company in connection
with its participation in the Capital Purchase Program of the Troubled
Asset Relief Program. Pursuant to the purchase agreement, the
Department of the Treasury has agreed not to exercise voting power with
respect to any common stock issued upon exercise of the
warrant. See “Proposal 3: Non-Binding Vote on Executive
Compensation.”
|
Name
of Individual
|
Age(1)
|
Principal
Occupation for Last Five Years
|
Alan
J. Hyatt
|
54
|
Alan J. Hyatt has been
Chairman of the Board and President of the Bank since 1982, having
previously served as an officer and director since 1978. He has
also served as the Chairman of the Board and President of the Company
since 1990. Mr. Hyatt has been a partner in the law firm of
Hyatt & Weber, P.A., in Annapolis, Maryland since 1978, and is a real
estate broker with Hyatt Commercial, also in Annapolis,
Maryland. Mr. Hyatt spends in excess of 50% of his professional
time on the affairs of the Bank and the Company and the balance on his law
practice.
|
Melvin
E. Meekins, Jr.
|
67
|
Melvin E. Meekins, Jr.
joined the Bank and the Company as a director and Executive Vice President
in April 1983, and served in the same capacity for the
Company. Mr. Meekins was the Bank’s Principal Operating Officer
and Executive Vice President until his retirement effective December 31,
2007. Mr. Meekins had been employed in the savings and loan
industry since 1962.
|
Keith
Stock
|
56
|
Keith Stock served as a
Director of the Bank and the Company from April 1990 to December 1993, and
was re-elected in 2003. Mr. Stock is
Chairman and Chief Executive Officer of First Financial Investors,
Inc. He previously served as President of MasterCard Advisors,
LLC, and in management positions with Capgemini Ernst & Young, AT
Kearney and McKinsey & Co.
|
(1)
As of December 31, 2008
|
Name
of Individual
|
Age(1)
|
Principal
Occupation for Last Five Years
|
|
John
A. Lamon III
|
51
|
John A. Lamon III
joined the Bank as a director in 2008. Mr. Lamon has been a
businessman in the Annapolis area for 30 years building and selling
several businesses. Mr. Lamon has been a Senior Account
Executive with G&G Outfitters, since 2000, and an owner of Kentmoor
marina in Queenstown, MD.
|
|
Konrad
M. Wayson
|
47
|
Konrad M. Wayson joined
the Bank as a director in 2008. Mr. Wayson has been with
Hopkins & Wayson, Inc. and has served as its Secretary and Treasurer
since 1984. Hopkins & Wayson, Inc. is a general contractor serving
Maryland, the District of Columbia and Virginia.
|
|
Continuing Directors.
The directors continuing in office whose terms will expire at the 2010
annual meeting of stockholders are:
|
|||
Melvin
Hyatt
|
76
|
Melvin Hyatt has been a
director of the Company since its inception and a director of the Bank
since 1978. He is a retired restaurant owner and was formerly
employed by the Housing Authority of the City of Annapolis,
Maryland. Mr. Hyatt is the uncle of Alan J. Hyatt and the
brother of Louis Hyatt.
|
|
S.
Scott Kirkley
|
56
|
S. Scott Kirkley has
been a director and Secretary/Treasurer of the Bank since 1980, Senior
Vice President from 1989 to 2006, and now serves as Executive Vice
President. He has served in the same capacities for the Company
since 1990. Mr. Kirkley has been employed by the Bank on a
full-time basis since 1987 and has primary responsibility for the Bank’s
residential loan operations. Mr. Kirkley has taken a six-month
leave of absence effective February 9, 2009, for personal
reasons. Mr. Kirkley’s position on the Board will not be filled
during his absence. Mr. Kirkley’s duties as an employee will be
assumed by other employees of Severn in his absence.
|
|
Albert
W. Shields
|
64
|
Albert W. Shields was
elected as a director of the Company and the Bank in December
2003. He served as Vice President of Sales for the Northeast
Region of HD Builder Solutions Group from 2003 through 2008. He
was the Chief Executive Officer of Floors, Inc. from 1986 until 2002 when
the company was sold to The Home Depot. Mr. Shields has been
involved in the real estate and development market, and the building
supply industry for the past 35
years.
|
The
directors continuing in office whose terms will expire at the 2011 annual
meeting of stockholders are:
|
|||
Ronald
P. Pennington
|
69
|
Ronald P. Pennington has been
a director of the Company since its inception and a director of the Bank
since 1980. Mr. Pennington has owned and operated an
independent tool distributorship since 1985, and now is a retired
investor.
|
T.
Theodore Schultz
|
69
|
T. Theodore Schultz has
been a director of the Company since its inception and a director of the
Bank since 1986. Mr. Schultz is owner of Schultz and Company,
Inc., an accounting and tax company. He is an enrolled agent,
accredited tax advisor with an accounting and tax practice in the
Annapolis, Maryland area since 1971.
|
|
(1)
As of December 31, 2008
|
|
"RESOLVED,
that the stockholders approve the compensation of the Company's executive
officers, as disclosed pursuant to the compensation disclosure rules of
the Securities and Exchange Commission (which disclosure shall include the
Compensation Discussion and Analysis, the compensation tables and any
related material) in the Company's proxy statement for the 2009 annual
meeting of stockholders."
|
·
|
formulating,
evaluating and approving the compensation of the Company’s executive
officers;
|
·
|
overseeing
all compensation programs involving the issuance of the Company’s stock
and other equity securities of the Company;
and
|
·
|
reviewing
and discussing with the Company’s management the Compensation Discussion
and Analysis and preparing the Compensation Committee’s report thereon for
inclusion in the Company’s annual proxy
statement.
|
·
|
To
attract and retain the best possible executive
talent;
|
·
|
To
tie annual and long-term cash and stock incentives to achievement of
corporate and individual performance objectives;
and
|
·
|
To
align executives’ incentives with stockholder value
creation.
|
·
|
The
Bank maintains a 401(k) plan, and contributes, on behalf of each
participating employee, a matching contribution of 50% of salary deferred
by an employee up to 6% of each participant’s salary. The
Bank’s plan also allows a non-matching profit sharing contribution to be
determined at the discretion of the Board of
Directors.
|
·
|
The
Company maintains an Employee Stock Ownership Plan (the “ESOP”) for
employees of the Bank and its subsidiaries. The ESOP provides
an opportunity for the employees of the Bank to become stockholders and
thus strengthen their direct interest in the success of the
Bank. In addition, the ESOP assists the Bank in attracting and
retaining capable personnel. As of December 31, 2008, a total
of 694,033 shares of the Company’s Common Stock were owned by the ESOP, of
which 651,933 shares were allocated to
employees.
|
·
|
The
Bank provided Messrs. Meekins and Kirkley with the use of a company owned
automobile during 2007, and paid or reimbursed them for all insurance,
maintenance, registration and fuel costs. The Bank also
reimbursed Mr. Bevivino for automobile costs incurred relating to
inspections of construction sites made by Mr. Bevivino during
2007. Effective January 1, 2008, the Bank no longer provides
automobiles for Messrs. Meekins and Kirkley, and no longer reimburses Mr.
Bevivino for automobile costs incurred during inspections. The
Bank gave Mr. Meekins his automobile in December, 2007, and Mr. Kirkley
his automobile in 2008.
|
|
Louis
DiPasquale, Jr.
|
|
Melvin
Hyatt
|
|
Ronald
Pennington
|
|
T.
Theodore Schultz
|
|
Albert
W. Shields
|
|
Keith
Stock
|
Name
and Principal Position
|
Year
|
Salary(1)
|
Bonus(1)
|
Option
Awards
(2)
|
All
Other Compensation (4)
|
Total
|
Alan
J. Hyatt
|
2008
|
$325,000
|
$ 72,000
|
$20,430
|
$132,625
|
$550,055
|
President
and Chief Executive
|
2007
|
$278,000
|
$145,000
|
$20,430
|
$ 10,698
|
$454,128
|
Officer
|
||||||
S.
Scott Kirkley(3)
|
2008
|
$245,000
|
$
30,000
|
$20,430
|
$25,049
|
$320,479
|
Executive
Vice-President
|
2007
|
$236,000
|
$
60,000
|
$20,430
|
$29,006
|
$345,436
|
Thomas
G. Bevivino
|
2008
|
$179,000
|
$
40,000
|
$20,430
|
$ 9,904
|
$249,334
|
Executive
Vice-President and
|
2007
|
$167,000
|
$
35,000
|
$20,430
|
$27,073
|
$249,503
|
Chief
Financial Officer
|
|
(1)
|
Amounts
reflect compensation for services rendered in year
indicated.
|
|
(2)
|
Amounts
were calculated utilizing the provisions of Statement of Financial
Accounting Standards (“SFAS”) 123R, “Share-based Payments.” See
note 11 of the Consolidated Financial Statements in our Annual Report for
the year ended December 31, 2008 regarding assumptions underlying
valuation of equity awards.
|
|
(3)
|
Mr.
Kirkley has taken a six-month leave of absence, effective February 9,
2009, for personal reasons. He will continue to receive base
salary at an annual rate of $100,000 and benefits during his leave of
absence.
|
|
(4)
|
All
other compensation for 2008 consisted of the following
elements:
|
Name
and Principal Position
|
Year
|
Health
Care Contribution
(a)
|
401
(k) Matching Contribution
(b)
|
ESOP
Plan
(c)
|
Auto
Expenses (d)
|
Director
Fees
(e)
|
Total
|
Alan
J. Hyatt
|
2008
|
$ -
|
$5,125
|
$-
|
$
-
|
$127,500
|
$132,625
|
President
and Chief Executive Officer
|
|||||||
S.
Scott Kirkley
|
2008
|
$4,534
|
$6,900
|
$-
|
$13,615
|
$
-
|
$
25,049
|
ExecutiveVice-President
|
|||||||
Thomas
G. Bevivino
|
2008
|
$4,534
|
$5,370
|
$-
|
$
-
|
$
-
|
$ 9,904
|
Executive
Vice-President And Chief Financial Officer
|
(a)
|
Amounts
reflect contributions made by the Company for the executive’s health
insurance premiums in excess of the amounts the Company would otherwise
contribute.
|
(b)
|
Amounts
reflect matching contributions made by the Company for the executive’s 401
(k) plan.
|
(c)
|
Amounts
reflect contributions made by the Company to the executive’s ESOP
account.
|
(d)
|
The
Company provided an automobile for the exclusive use of Mr.
Kirkley. The Company gave the automobile used by Mr. Kirkley to
Mr. Kirkley in 2008, and the fair market value of the automobile totaling
$13,615 is included in his auto expenses reflected
above.
|
(e)
|
Mr.
Hyatt received a director fee of $127,500 for services performed relating
to the Company’s private placement offering that took place in 2008. One
half of this fee was paid in 2008 and one half was paid in
2009.
|
Option
Awards
|
||||
Name
and Principal Position
|
Number
of Securities Underlying Unexercised
Options
Exercisable
|
Number
of Securities Underlying Unexercised Options
Unexercisable
|
Option
Exercise Price
|
Option
Expiration
|
Alan
J. Hyatt
President
and Chief Executive Officer
|
10,890(1)
|
7,260
|
$17.182
|
02/21/11
|
S.
Scott Kirkley
Executive
Vice-President
|
10,890(1)
|
7,260
|
$15.620
|
02/21/11
|
Thomas
G. Bevivino
Executive
Vice-President and Chief Financial Officer
|
10,890(1)
|
7,260
|
$15.620
|
02/21/11
|
(1)
|
The
initial grant was for options to purchase 15,000 shares of Common
Stock. As a result of stock splits subsequent to the date of
grant, the number of shares subject to each option was adjusted to
18,150. The options vest in five equal annual installments of
20% upon each of the first five anniversaries of the date of grant on
February 21, 2006.
|
·
|
provide
that such options shall be assumed, or equivalent options shall be
substituted by the acquiring or succeeding corporation,
or
|
·
|
provide
that the participants will receive upon the closing of the change in
control transaction a cash payment for each option surrendered equal to
the difference between (1) the market value of the consideration to be
received for each share of our common stock in the change in control
transaction times the number of shares subject to a surrendered option and
(2) the aggregate exercise price of such surrendered
options.
|
Name
|
Year
|
Fees
earned or
paid
in cash(1)
|
Total(2)
|
|||||||
Melvin
E. Meekins, Jr.
|
2008
|
$ | 66,000 | $ | 66,000 | |||||
Louis
DiPasquale, Jr.
|
2008
|
$ | 29,280 | $ | 29,280 | |||||
Melvin
Hyatt
|
2008
|
$ | 29,230 | $ | 29,230 | |||||
John
A. Lamon, III
|
2008
|
$ | 5,250 | $ | 5,250 | |||||
Ronald
P. Pennington
|
2008
|
$ | 37,330 | $ | 37,330 | |||||
T.
Theodore Schultz
|
2008
|
$ | 38,630 | $ | 38,630 | |||||
Albert
W. Shields
|
2008
|
$ | 35,250 | $ | 35,250 | |||||
Keith
Stock(3)
|
2008
|
$ | 159,870 | $ | 159,870 | |||||
Konrad
M. Wayson
|
2008
|
$ | 3,750 | $ | 3,750 | |||||
(1)
|
Non-employee
directors of the Company began receiving a fee of $1,550 per
meeting effective July 2008. Non-employee directors
of the Bank received $2,200 per meeting attended through the first six
months of 2008 and $750 per meeting effective July
2008. Messrs. Lamon and Wayson were directors of the Bank
beginning in July 2008, but not directors of the Company. All
other directors listed above were directors of both the Company and the
Bank in 2008. In addition, each non-employee director received
fees ranging from $300 to $850 for each committee
meeting. In addition, the chairman of the various Board of
Directors committees received a fee of up to $270 per committee
meeting.
|
(2)
|
No
stock options were granted to directors in 2008, and the Company did not
incur any stock option expense in 2008 for prior grants to directors. At
December 31, 2008, the aggregate number of options awards outstanding for
each director was as follows: Melvin Hyatt 1,815; Ronald P.
Pennington 1,815; T. Theodore Schultz 1,815; Albert W. Shields 1,815;
Keith Stock 1,815. Louis DiPasquale, Jr. exercised all of the
options granted to him by the Company. Messrs. Lamon
and Wayson have not been granted
options.
|
(3)
|
Mr.
Stock received a director fee of $127,500 for services performed relating
to the Company’s private placement that took place during
2008.
|
Name
|
Number
of Units Purchased
|
Total
Purchase Price
|
Thomas
G. Bevivino
|
0.5
|
$ 50,000
|
Louis
DiPasquale, Jr.
|
1.0
|
$100,000
|
Alan
H. Hyatt
|
2.0(1)
|
$200,000
|
Louis
Hyatt
|
3.0(3)
|
$300,000
|
Melvin
Hyatt
|
0.5(3)
|
$ 50,000
|
S.
Scott Kirkley
|
1.0(3)
|
$100,000
|
John
A. Lamon, III
|
1.0
|
$100,000
|
Melvin
E. Meekins, Jr
|
1.5
|
$150,000
|
.
|
||
Ronald
P. Pennington
|
0.5(3)
|
$ 50,000
|
T.
Theodore Schultz
|
0.5
|
$ 50,000
|
Albert
W. Shields
|
3.0
|
$300,000
|
Keith
Stock
|
5.0(2)
|
$500,000
|
Konrad
M. Wayson
|
1.0
|
$100,000
|
|
(1)
|
Consists
of one unit purchased by Mr. Alan Hyatt and his wife and one unit
purchased by Crownsville Family Limited Partnership, of which Mr. Alan
Hyatt is a general partner.
|
|
(2)
|
Consists
of three units purchased by FFP Affiliates II, LLP and two units purchased
by First Financial Partners Fund II, LLP, which entities are affiliated
with Mr. Stock.
|