Filed
by the Registrant [ ]
Filed
by a Party other than the
Registrant [ ]
|
|
Check
the appropriate box:
[X] Preliminary
Proxy Statement
|
|
[ ] Confidential,
for Use of the Commission Only (as
permitted by Rule 14a-6(e)(2))
|
|
[ ] 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 Albert W. Shields and Eric M. Keitz to serve as directors for a
three-year term;
|
|
2.
|
To
ratify the appointment of ParenteBeard LLC (formerly Beard Miller Company
LLP) as independent auditor for Severn Bancorp, Inc. for the year ending
December 31, 2010;
|
|
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 Annual
Meeting.
|
PROXY
STATEMENT
FOR
SEVERN
BANCORP, INC.
200
WESTGATE CIRCLE, SUITE 200
ANNAPOLIS,
MARYLAND 21401
(410)
260-2000
|
|
•
|
“FOR”
ratification of the appointment of ParenteBeard LLC as independent auditor
for the year ending December 31, 2010;
and
|
|
•
|
“FOR”
approval of the non-binding advisory vote on the Company’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:
|
||
Eric
M.
Keitz
|
27,701(1)
|
*
|
Albert
W.
Shields
|
101,196(2)
|
1.0%
|
Directors Continuing in
Office:
|
||
Alan
J.
Hyatt**
|
1,628,781(3)
|
16.1%
|
John
A. Lamon,
III
|
39,250(4)
|
*
|
Melvin
E. Meekins,
Jr.
|
580,454(5)
|
5.8%
|
Ronald
P.
Pennington
|
144,122(6)
|
1.4%
|
T.
Theodore
Schultz
|
66,115(7)
|
*
|
Konrad
M.
Wayson
|
15,150(8)
|
*
|
Retiring Directors:
|
||
Melvin
Hyatt
|
200,625(9)
|
2.0%
|
Other Named Executive
Officers:
|
||
Thomas
G.
Bevivino
|
19,761(10)
|
*
|
Phillip
V. Jones,
Jr.
|
4,424(11)
|
*
|
All
directors and executive officers as a group
(11
persons)
|
2,825,479(12)
|
27.8%
|
|
|
*
|
Less
than 1%.
|
|
**
|
Also
a named executive officer for 2009.
|
|
(1)
|
Includes
27,701 shares owned by Mr. Keitz.
|
|
(2)
|
Includes
80,631 shares owned by Mr. Shields, 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.
|
|
(3)
|
Includes
95,019 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, 126,108 shares allocated to Mr. Alan Hyatt as a participant
in the Company’s Employee Stock Ownership Plan (“ESOP”), 14,520 shares
issuable upon exercise of options exercisable within 60 days of the Record
Date, 7,738 shares owned by Mrs. Hyatt, 2,100 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 the general
partner. Mr. Alan Hyatt is the nephew of Mr. Melvin
Hyatt.
|
|
(4)
|
Includes
33,000 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.
|
|
(5)
|
Includes
236,469 shares owned by Mr. Meekins, 317,990 shares owned by Mr. Meekins
and his wife, 14,520 shares issuable upon exercise of options exercisable
within 60 days of the Record Date, 2,100 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.
|
|
(6)
|
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.
|
|
(7)
|
Includes
43,025 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.
|
|
(8)
|
Includes
8,900 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.
|
|
(9)
|
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.
|
|
(10)
|
Includes
293 shares held by Mr. Bevivino and his wife, 1,823 shares allocated to
Mr. Bevivino as a participant in the ESOP, 14,520 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.
|
|
(11)
|
Includes
4,424 shares owned by Mr. Jones.
|
|
(12)
|
Includes,
among the other shares described above, a total of 127,931 shares
allocated to the executive officers as participants in the ESOP, 2,100
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 50,820 shares
issuable upon exercise of options exercisable within 60 days of the Record
Date, and a total of 65,625 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)
|
1,628,781
|
16.1%
|
Sharon
G. Hyatt
200
Westgate Circle, Suite 200
Annapolis,
Maryland 21401
|
||
Louis
Hyatt(2)
200
Westgate Circle, Suite 200
Annapolis,
Maryland 21401
|
1,073,983
|
10.7%
|
Melvin
E. Meekins, Jr.
(3)
200
Westgate Circle, Suite 200
Annapolis,
Maryland 21401
|
580,454
|
5.8%
|
United
States Department of the Treasury(4)
1500
Pennsylvania Avenue, N.W.
Washington,
D.C. 20220
|
556,976
|
5.5%
|
|
|
(1)
|
Includes
95,019 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, 126,108 shares allocated to Mr. Alan Hyatt as a participant
in the ESOP, 14,520 shares issuable upon exercise of options exercisable
within 60 days of the Record Date, 7,738 shares owned by Mrs. Hyatt, 2,100
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 the general
partner.
|
|
(2)
|
Includes
993,463 shares owned by Mr. Louis Hyatt, 61,770 shares owned by Mr. Louis
Hyatt and his wife, 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
236,469 shares owned by Mr. Meekins, 317,990 shares owned by Mr. Meekins
and his wife, 2,100 shares held by the ESOP, for which Mr.
Meekins is a co-trustee, 14,520 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 Advisory Vote on
Executive Compensation.”
|
Name
of Individual
|
Age(1)
|
Principal
Occupation and Experience
|
Eric
M. Keitz
|
48
|
Eric M. Keitz joined
the Bank as a director in 2009. Mr. Keitz has been a Certified
Public Accountant since 1986 and is a sole practitioner with an office in
Annapolis, MD. Mr. Keitz has extensive experience in auditing,
tax, client advisory services and SEC forms 10-K and 10-Q
analysis.
|
Albert
W. Shields
|
65
|
Albert W. Shields has
been a director of the Company and the Bank since 2003. Mr.
Shields has over 35 years experience in the real estate and development
industry, and currently provides independent consulting services to
business executives. He served as senior vice president of Home Depot Inc.
from 2003 through 2008. From 1986 to 2002, Mr. Shields was the
chief executive officer of Floors, Inc. a flooring specialty company with
thirteen centers located on the east coast. In 2002, the
company was sold to Home Depot, Inc. Mr. Shields is a charter
member of Heritage Charities and Maddy’s Day for the benefit of Lombardi
Cancer Centers. Mr. Shields is currently a member of the
Company’s Audit and Examining Committee, the Corporate
Governance Committee and the Compensation Committee.
|
(1)
As of December 31, 2009
|
||
Continuing Directors.
The directors continuing in office whose terms will expire at the 2011
annual meeting of stockholders are:
|
||
Name
of Individual
|
Age(1)
|
Principal
Occupation and Experience
|
John
A. Lamon III
|
52
|
John A. Lamon III has
been a director of the Company since 2009 and a director of the Bank since
2008. Mr. Lamon has been a senior account executive with
G&G Outfitters, Inc. since 2000, a promotional products and marketing
company that focuses on branded merchandise. Prior to that, Mr.
Lamon was president and owner of John A. Lamon & Associates, a
promotional and marketing company. Mr. Lamon was with the
company for 20 years before selling the business to G&G Outfitters,
Inc. Mr. Lamon is also a partner in Kentmoor Marina in
Stevensville, MD and a partner in the Chesapeake Bayhawks, a professional
lacrosse team. Mr. Lamon received his Bachelors degree from the
University of Maryland, where he was a two-time All American lacrosse
player. Mr. Lamon has received the Willis Bilderback Volunteer
Award and the Willie Gateau Youth Services Award. He has served
on various boards including Mary’s School, the Annapolis Touchdown Club,
St. Mary’s Royal Blue Club and the University of Maryland M
Club. Mr. Lamon is currently a member of the Audit and
Examining Committee, the Corporate Governance Committee and the
Compensation Committee.
|
Ronald
P. Pennington
|
70
|
Ronald P. Pennington has been
a director of the Company since its inception and a director of the Bank
since 1980. Mr. Pennington currently owns and operates
Pennington’s Apiaries, and has served as an inspector for the Anne Arundel
County Liquor Board since 2007. He was the owner and operator
of Pennington’s of Annapolis, Inc., a service station, from 1983 to 2002.
He has owned and operated an independent tool distributorship since 1985,
and now is a retired investor. Mr. Pennington is currently a
member of the Audit and Examining Committee, the Corporate Governance
Committee and the Compensation Committee.
|
T.
Theodore Schultz
|
70
|
T. Theodore Schultz has
been a director of the Company since its inception and a director of the
Bank since 1986. Mr. Schultz is president and sole shareholder
of Schultz and Company, Inc., a firm that provides business and tax
services for privately held businesses and individuals. He is
an enrolled agent, and has been an accredited tax advisor with Schultz and
Company, Inc. in the Annapolis, Maryland area since 1971. Mr.
Schultz currently serves on the Board of Trustees for The Maryland Society
of Accountants Inc., and is committee chair of the Assistance
Committee. He has served The Maryland Society of Accountant
Inc. since 1985 in various capacities, including President in 1999 and
Chairman of the Education Committee. He currently serves as
treasurer of Forest Office Park Condo Association and on the board of
Queen Anne’s County Christian Assistance, serving the homeless in Queen
Anne’s County. Mr. Schultz has been president of Annapolis
Optimist Club and St. Martins Lutheran Church in Annapolis. Mr.
Schultz is currently Chairman of the Audit and Examining Committee and the
Compensation Committee, and is a member of the Corporate Governance
Committee and the Nominating Committee.
|
Konrad
M. Wayson
|
48
|
Konrad M. Wayson has
been a director of the Company since 2009 and a director of the Bank since
2008. Mr. Wayson has served as secretary and
treasurer of Hopkins & Wayson, Inc., a general contractor servicing
Maryland, Washington DC and Virginia, since 1984. He has been a partner of
Wayson Landholdings since its start in 1996 and currently serves as its
managing partner, since 2007. He served as chief financial
officer of Childs Landscaping from 1997 to 2004 when the company was
sold. Mr. Wayson has served on the Anne Arundel Medical
Foundation Board, the Anne Arundel Economic Development Corporation Board
and the Anne Arundel School Board. Mr. Wayson is currently a
member of the Audit and Examining Committee and the Compensation
Committee.
|
(1)
As of December 31, 2009
|
The
directors continuing in office whose terms will expire at the 2012 annual
meeting of stockholders are:
|
||
Name
of Individual
|
Age(1)
|
Principal
Occupation and Experience
|
Alan
J. Hyatt
|
55
|
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, a subsidiary of the Bank, also in
Annapolis, Maryland. Mr. Hyatt spends approximately 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.
|
68
|
Melvin E. Meekins, Jr.
joined the Company and Bank as a director and Executive Vice
President in 1983. He was the Bank’s Principal Operating
Officer until his retirement effective December 31,
2007. Mr. Meekins had been employed in the savings
and loan industry since 1962.
|
(1)
As of December 31, 2009
|
·
|
A
strong, independent director role;
|
·
|
Regular
executive sessions of the independent directors;
and
|
·
|
Annual
performance evaluations of the Chairman and Chief Executive Officer by the
independent directors.
|
·
|
Compensation
that is highly focused on equity;
|
·
|
Compensation
that is overly weighted towards annual incentive;
and
|
·
|
Unreasonable
goals or thresholds.
|
·
|
There
has been no equity component to the compensation programs for executives
and employees in 2009;
|
·
|
There
were no bonuses given in 2009 or base salary increases given to executive
officers or employees for 2010; and
|
·
|
While
the Compensation Committee determines executive compensation in part based
on the financial performance of the Company, financial performance is not
measured on short-term performance targets. The Compensation
Committee has implemented and maintains compensation plans that tie a
portion of an executive’s overall compensation to the financial
performance of the Company, including an analysis of the Bank’s asset
quality, interest rate risk exposure, capital position, net income and
consistency of earnings. The Bank’s return on average assets and return on
equity are also considered in determining executive
compensation.
|
|
"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 2010 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” section 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 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, 2009, a total of 676,386 shares
of the Company’s common stock were owned by the ESOP, of which 674,286
shares were allocated to employees.
|
·
|
The
Committee has reviewed the senior executive officer (“SEO”) compensation
plans and the Committee has made all reasonable efforts to ensure that
these plans do not encourage SEOs to take unnecessary and excessive risks
that threaten the value of the
Company;
|
·
|
The
Committee has reviewed the employee compensation plans and has made all
reasonable efforts to limit any unnecessary risks these plans pose to the
Company; and
|
|
T.
Theodore Schultz, Chairman
|
|
Melvin
Hyatt
|
|
John
A. Lamon III
|
|
Ronald
Pennington
|
|
Albert
W. Shields
|
|
Konrad
M. Wayson
|
Name
and Principal Position
|
Year
|
Salary(1)
|
Bonus(1)
|
Option
Awards(2)
|
All
Other Compensation(4)
|
Total
|
Alan
J. Hyatt
|
2009
|
$
351,000
|
$ -
|
$ -
|
$ 12,133
|
$
363,133
|
President
and Chief Executive
|
2008
|
$
325,000
|
$ 72,000
|
$ -
|
$ 132,625
|
$
529,625
|
Officer
|
2007
|
$
278,000
|
$
145,000
|
$ -
|
$ 10,698
|
$
433,698
|
Phillip
V. Jones, Jr.
(3)
|
2009
|
$ 95,096
|
$ -
|
$ -
|
$ -
|
$
95,096
|
Executive
Vice-President and
|
||||||
Chief
Operating Officer
|
||||||
Thomas
G. Bevivino
|
2009
|
$
195,231
|
$ -
|
$ -
|
$ 15,082
|
$
210,313
|
Executive
Vice-President and
|
2008
|
$
179,000
|
$ 40,000
|
$ -
|
$ 9,904
|
$
228,904
|
Chief
Financial Officer
|
2007
|
$
167,000
|
$ 35,000
|
$ -
|
$ 27,073
|
$
229,073
|
|
(1)
|
Amounts
reflect compensation for services rendered in year
indicated.
|
|
(2)
|
There
were no options granted in the years 2009, 2008 and
2007.
|
|
(3)
|
Mr. Jones became an employee in
July 2009.
|
|
(4)
|
All
other compensation for 2009 consisted of the following
elements:
|
Name
and Principal Position
|
Year
|
Health
Care Contribution(a)
|
401
(k) Matching Contribution(b)
|
ESOP
Plan(c)
|
Total
|
Alan
J. Hyatt
|
2009
|
$ -
|
$ 6,203
|
$ 5,930
|
$
12,133
|
President
and Chief Executive Officer
|
|||||
Phillip
V. Jones, Jr.
|
2009
|
$ -
|
$ -
|
$ -
|
$ -
|
Executive
Vice-President And Chief Operating Officer
|
|||||
Thomas
G. Bevivino
|
2009
|
$ 3,491
|
$ 5,857
|
$ 5,734
|
$ 15,082
|
Executive
Vice-President And Chief Financial Officer
|
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
|
13,915(1)
|
4,235
|
$17.182
|
02/21/11
|
Phillip
V. Jones, Jr.
Executive
Vice-President and Chief Operating Officer
|
-
|
-
|
$ -
|
-
|
Thomas
G. Bevivino
Executive
Vice-President and Chief Financial Officer
|
13,915(1)
|
4,235
|
$15.620
|
02/21/11
|
|
·
|
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
|
Fees
earned or paid in cash(1)
|
Total(2)
|
Melvin
E. Meekins, Jr.
|
$ 66,000
|
$ 66,000
|
Melvin
Hyatt
|
$ 31,920
|
$ 31,920
|
Eric
M. Keitz
|
$ 3,000
|
$ 3,000
|
John
A. Lamon III
|
$ 26,600
|
$ 26,600
|
Ronald
P. Pennington
|
$ 37,360
|
$ 37,360
|
T.
Theodore Schultz
|
$ 37,510
|
$ 37,510
|
Albert
W. Shields
|
$ 35,630
|
$ 35,630
|
Keith
Stock(3)
|
$ 18,950
|
$ 18,950
|
Konrad
M. Wayson
|
$ 26,900
|
$ 26,900
|
Name
|
Principal
of Subordinated Notes
|
Interest
Paid or Accrued in 2009
|
Thomas
G. Bevivino
|
$ 25,000
|
$
2,000
|
Louis
DiPasquale, Jr.
|
$
50,000
|
$
4,000
|
Alan
J. Hyatt(1)
|
$100,000
|
$
8,000
|
Louis
Hyatt(3)
|
$150,000
|
$12,000
|
Melvin
Hyatt(3)
|
$ 25,000
|
$
2,000
|
S.
Scott Kirkley(3)
|
$
50,000
|
$
4,000
|
John
A. Lamon, III
|
$
50,000
|
$
4,000
|
Melvin
E. Meekins, Jr
|
$
75,000
|
$
6,000
|
.
|
||
Ronald
P. Pennington(3)
|
$ 25,000
|
$
2,000
|
T.
Theodore Schultz
|
$ 25,000
|
$
2,000
|
Albert
W. Shields
|
$150,000
|
$12,000
|
Keith
Stock(2)
|
$250,000
|
$20,000
|
Konrad
M. Wayson
|
$
50,000
|
$
4,000
|
|
(1)
|
Mr.
Alan Hyatt and his wife hold one Subordinated Note and Crownsville Family
Limited Partnership, of which Mr. Alan Hyatt is a general partner holds
one Subordinated Note.
|
|
(2)
|
Consists
of three Subordinated Notes purchased by FFP Affiliates II, LLP and two
Subordinated Notes purchased by First Financial Partners Fund II, LLP,
which entities are affiliated with Mr.
Stock.
|
|
(3)
|
Subordinated
Notes are owned jointly with their
spouse.
|
1.
|
The
election as directors of the nominees
|
[ ]
|
[ ]
|
2.
|
The
ratification of the appointment of
|
[ ] [ ] [ ]
|
3.
|
The
approval of a non-binding advisory
vote [ ] [ ] [ ]
|